**Exhibit10.2**

**CONFORMEDCOPY**

**EQUITYCOMMITMENT AGREEMENT**

February 12, 2007

J.P. Morgan SecuritiesInc.270 Park AvenueNew York, New York  10017

Ladies and Gentlemen:

Subject to the approvalof this Agreement by the Bankruptcy Court (as defined in the second paragraphof this Agreement), Northwest Airlines Corporation, a Delaware corporation (asa debtor-in-possession and a reorganized debtor, as applicable, the “Company”),proposes to offer and sell 27,777,778 shares of its new common stock, par value$0.01 per share, to be issued pursuant to the Amended Plan (as defined below inthis paragraph) (together with any associated share purchase rights other thanthe Rights (as defined below in this paragraph), “New Common Stock”), ofwhich 23,611,111 shares, (the “Shares”), will be offered pursuant to arights offering (the “Rights Offering”) whereby each holder of an AllowedClass 1D Claim (other than a Subordinated Claim) (each an “Eligible Holder”),as of the record date fixed by the Bankruptcy Court for the solicitation ofacceptances and rejections of the Amended Plan, shall be offered the right(each, a “Right”) to purchase up to its pro rata share of 23,611,111Shares of New Common Stock, at a purchase price of $27.00 per Share (the “PurchasePrice”).  Each capitalized term usedbut not defined in this letter (this “Agreement”) shall have the meaninggiven to it in the Debtors’ Joint and Consolidated Plan of Reorganization underChapter 11 of the Bankruptcy Code filed on January 12, 2007 (the “ExistingPlan”).  The Existing Plan as amendedor supplemented at the time of its approval by the Bankruptcy Court ishereinafter referred to as the “Amended Plan.”

The Company will conduct the Rights Offering as partof the implementation of a plan of reorganization for the Company, as adebtor-in-possession under chapter 11 of the United States Bankruptcy Code, 11U.S.C.§§101 *et seq*. (the “Bankruptcy Code”),and its affiliates who are also debtors and debtors-in-possession in thechapter 11 cases pending and jointly administered in the Bankruptcy Court forthe Southern District of New York (the “Bankruptcy Court”) under CaseNo. 05-17930.  The Amended Plan shall bethe Existing Plan with only those revisions, modifications, supplements andamendments to the Existing Plan as are necessary to incorporate the terms inthe term sheet attached hereto as Exhibit A (the “Term Sheet”) and suchother revisions, modifications, supplements and amendments that the Company andthe other Debtors deem necessary or appropriate and that shall not(i) materially adversely affect the obligations or rights of the Investorhereunder or as the Rights Offering Sponsor, as a holder of New Common Stock oras the Initial Purchaser (as defined in the Syndication Agreement, defined inthe fifth paragraph of this Agreement), (ii) cause any representation orwarranty contained herein to be incorrect or (iii) be inconsistent withthe terms of the Term Sheet.

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In order to facilitate the Rights Offering, pursuantto this Agreement, and subject to the terms, conditions and limitations setforth herein, J.P. Morgan Securities Inc. (the “Investor”) agrees topurchase on the Closing Date (as defined in Section 2(e)), and the Companyagrees to sell, for the Purchase Price times the number of shares so purchased,a number of shares of New Common Stock equal to the aggregate number of Sharesminus the number of shares of New Common Stock offered pursuant to the RightsOffering and purchased on or before the Expiration Time (as defined inSection 1(b)), including shares purchased pursuant to oversubscriptionrights (such Shares to be purchased by the Investor in the aggregate, the “UnsubscribedShares”).

In addition, pursuant to this Agreement, and subjectto the terms, conditions and limitations set forth herein, the Investor agreesto purchase on the Closing Date, and the Company agrees to sell, for thePurchase Price times the number of Shares so purchased, 4,166,667 additionalshares of New Common Stock, (the “Purchased Shares”).  The Unsubscribed Shares and the PurchasedShares are herein collectively referred to as the “ECA Shares.”

Simultaneously with the delivery of this Agreement,certain persons (the “Ultimate Purchasers”) and the Investor areentering into a syndication agreement (the “Syndication Agreement”),pursuant to which the Ultimate Purchasers are agreeing to purchase from theInvestor certain ECA Shares purchased by the Investor.  In the Syndication Agreement, each UltimatePurchaser has represented and warranted that it is not a Competitor (as definedbelow) of the Company and that it will not assign its rights and obligationsthereunder to such a Competitor.  “Competitor”means an airline, a commercial air carrier, an air freight forwarder, an entityengaged in the business of parcel transport by air or a corporation or otherentity controlling, controlled by or under common control with such an airline,commercial air carrier, air freight forwarder or entity engaged in the businessof parcel transport by air.  Notwithstandingthe foregoing, to the extent the 4.75% limitation referred to in Section 2(a) becomesapplicable, the Company may require the Ultimate Purchasers to purchase the ECAShares they have agreed to purchase under the Syndication Agreement directlyfrom the Company.

The Company hereby waives the restrictions containedin any confidentiality agreement between the Company and the Investor or the Company and any Ultimate Purchaserthat was entered into in contemplation of an equity investment in the Companyand not in contemplation of the Investor or such Ultimate Purchaser’s agreementto act as a backstop provider (a “Prior Confidentiality Agreement”), butonly to the extent such restrictions would otherwise restrict or impair theability of the Investor or such Ultimate Purchaser to perform its obligations underthis Agreement or the Syndication Agreement, as applicable; provided, however,that the foregoing waiver shall not apply to any provision in any PriorConfidentiality Agreement that restricts the ability of a party thereto to acquirein excess of 4.75% of any class of securities of the Company or, to the extentcovered by the Investor’s or such Ultimate Purchaser’s Prior ConfidentialityAgreement, claims relating to the Company’s and its subsidiaries’ voluntary petitionsfor relief under the chapter 11 of the Bankruptcy Code unless and only to theextent such provision is waived by the Company pursuant to Section 2(a) of thisAgreement.

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In consideration of the foregoing, and therepresentations, warranties and covenants set forth herein, and other good andvaluable consideration, the Company and the Investor agree as follows:

# 1.             The Rights Offering.  The Rights Offering will be conducted asfollows:

## (a)           Subject to the terms and conditionsof this Agreement (including Bankruptcy Court approval), the Company herebyundertakes to offer Shares for subscription by holders of Rights pursuant tothe Amended Plan as set forth in this Agreement.

## (b)           Ballot form(s) (the “Ballots”)will be distributed in connection with the solicitation of acceptance of theAmended Plan.  Subscription form(s) (the “SubscriptionForms”) will simultaneously be delivered pursuant to which each EligibleHolder may exercise its Rights.  TheRights may be exercised during a period (the “Rights Exercise Period”)to be specified in the Amended Plan, which period will commence on the date theBallots are distributed and will end at the Expiration Time.  “Expiration Time” means 5:00 p.m., NewYork City time, on the 30th calendar day (or if such day is not a Business Day,the next Business Day) after the date the Ballots are distributed under theAmended Plan, or such later date as the Company, subject to the approval of theInvestor, may specify in a notice provided to the Investor before 9:00 a.m.,New York City time, on the Business Day before the then-effective ExpirationTime.  “Business Day” means eachMonday, Tuesday, Wednesday, Thursday and Friday that is not a day on whichbanking institutions in New York City are generally authorized or obligated bylaw or executive order to close.  Subjectto the approval of this Agreement by the Bankruptcy Court, the Amended Planshall provide that in order to exercise a Right, each Eligible Holder shall,prior to the Expiration Time, (i) return a duly executed Subscription Form tothe Subscription Agent (as defined in Section 1(d)), and (ii) pay anamount equal to the full purchase price of the number of shares of New CommonStock elected to be purchased by such Eligible Holder by wire transfer or bankor cashier’s check delivered to the Subscription Agent with the SubscriptionForm no later than the Expiration Time.

## (c)           The Company will issue the Shares tothe Eligible Holders with respect to which Rights were validly exercised bysuch holders upon the effective date of the Amended Plan (the “EffectiveDate”).  If the exercise of a Rightwould result in the issuance of a fractional share of New Common Stock, thenthe number of shares of New Common Stock to be issued in respect of such Rightwill be rounded up or down to the next whole share.

## (d)           If the subscription agent under theAmended Plan ( the “Subscription Agent”) for any reason does not receivefrom a given holder both a timely and duly completed Subscription Form andtimely payment for the Shares being purchased by such holder, the Amended Planshall provide that the holder shall be deemed to have relinquished and waivedits right to participate in the Rights Offering.

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## (e)           The Company hereby agrees andundertakes to give the Investor by electronic facsimile transmission thecertification by an executive officer of the Company conforming to therequirements specified herein for such certification of either (i) a true andaccurate calculation of the number of Unsubscribed Shares and the aggregatePurchase Price therefor (a “Purchase Notice”) or (ii) in the absence ofany Unsubscribed Shares, the fact that there are no Unsubscribed Shares andthat the Backstop Commitment (as defined in Section 2(a)) is terminated (a“Satisfaction Notice”), as soon as practicable after the Expiration Timeand, in any event, at least four (4) Business Days prior to the Effective Date(the date of transmission of confirmation of a Purchase Notice or a SatisfactionNotice, the “Determination Date”).

## (f)            There will be over-subscriptionrights provided in connection with the Rights Offering, provided thatthe right of any creditor to oversubscribe will not exceed 200% of the numberof Shares such creditor is entitled to purchase without giving effect to anyoversubscription right.

## (g)           In the event the Expiration Time hasnot occurred by May 15, 2007, on May 16, 2007, the Company will payto the Investor a nonrefundable fee of $1,875,000, and in the event theExpiration Time has not occurred by May 31, 2007, on June 1, 2007,the Company will pay to the Investor an additional nonrefundable fee of$1,875,000.  The fees payable pursuant tothis Section 2(g) are hereinafter referred to as the “Expiration TimeFee.”

# 2.             The Backstop Commitment andPurchased Shares.

## (a)           On the basis of the representationsand warranties contained herein, but subject to the conditions set forth inSection 7 (including without limitation the entry of the Agreement Order (asdefined in Section 5(a)) and the Agreement Order becoming a Final AgreementOrder (as defined below in this Section)), the Investor agrees to purchase onthe Closing Date, and the Company agrees to issue and sell, at the aggregatePurchase Price therefor, all Unsubscribed Shares (the “Backstop Commitment”)and all Purchased Shares.  “FinalAgreement Order” shall mean the Agreement Order, which has not beenreversed, stayed, modified or amended, and as to which (a) the time to appeal,seek *certiorari* or requestreargument or further review or rehearing has expired, and no appeal, petitionfor *certiorari*or request forreargument or further review or rehearing has been timely filed, or (b) anyappeal that has been or may be taken or any petition for *certiorari*or request for reargument orfurther review or rehearing that has been or may be filed has been resolved bythe highest court to which the order or judgment was appealed, from which *certiorari* was sought or to which therequest was made, and no further appeal or petition for *certiorari* has been or can be taken orgranted.  Notwithstanding the foregoing,in the event the Investor is obligated to purchase a number of UnsubscribedShares and Purchased Shares which would cause its ownership interest in theCompany (including the shares of New Common Stock, if any, received by theInvestor, in any capacity, pursuant to the Amended Plan), as determined for thepurposes of Section 382 of the Code, to exceed 4.75% of the total number ofshares of New Common Stock to be outstanding on the Closing 

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## Date, theInvestor will immediately notify the Company in writing of such determination,and the Company will either (i) reduce the Investor’s purchase obligation suchthat its ownership of New Common Stock would not exceed 4.75% or (ii) permitthe Investor to purchase shares in excess of 4.75% to comply with its purchaseobligations hereunder; provided that, in the latter case, the Board ofDirectors of the Company shall waive all restrictions, including thosecontemplated by Sections 5.7 and 9.12 of the Existing Plan, on the Investor’sability to dispose of a number of Shares equal to the number of UnsubscribedShares owned by it.  In addition, in theevent any Ultimate Purchaser is obligated under the Syndication Agreement topurchase a number of ECA Shares which could cause its ownership interest in theCompany (including the shares of New Common Stock, if any, received by suchUltimate Purchaser, in any capacity, pursuant to the Amended Plan), asdetermined for the purposes of Section 382 of the Code, to exceed 4.75% of thetotal number of shares of New Common Stock to be outstanding on the ClosingDate, the Board of Directors of the Company shall waive all restrictions,including those contemplated by Sections 5.7 and 9.12 of the Existing Plan, onsuch Ultimate Purchaser’s ability to dispose of a number of shares of NewCommon Stock equal to the number of ECA Shares owned by it.

## (b)           On the basis of the representationsand warranties herein contained, but subject to the entry of the AgreementOrder, the Company will pay to the Investor a backstop fee equal to $20,625,000(the “Backstop Fee”) to compensate the Investor for the risk of itsundertaking herein.  The Backstop Fee, aswell as all other amounts payable hereunder, will be paid in U.S. dollars, andthe Backstop Fee will be paid on the first Business Day after the tenth day afterthe entry of the Agreement Order; it being understood that in the event theAgreement Order is appealed, and the highest court to which the Agreement Orderwas appealed issues a final order vacating or reversing the Agreement Order andfurther orders disgorgement of all or a portion of the Backstop Fee, theInvestor shall promptly return to the Company the portion of the Backstop Feerequired to be so disgorged.  Payment ofthe Backstop Fee will be made by wire transfer of immediately available funds tothe account specified by the Investor to the Company at least 24 hours inadvance; provided, that if the Investor receives the Backstop Fee, theInvestor shall waive any of its rights to receive punitive damages inconnection with this Agreement and the transactions contemplated hereby.  Except as set forth in this subsection (b),the Backstop Fee will be nonrefundable when paid.

## (c)           Upon the entry of the AgreementOrder, the Company will reimburse or pay, as the case may be, the out-of-pocketexpenses reasonably incurred by the Investor with respect to the transactionscontemplated hereby, including the filing fee, if any, required by theHart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) andexpenses related thereto and all Bankruptcy Court and other judicial andregulatory proceedings related to such transactions (collectively, “TransactionExpenses”), including all reasonable fees and expenses of both CahillGordon & Reindel LLP andCronin & Vris, LLP, counsels to the Investor, and Stroock & Stroock& Lavan LLP, counsel for the Ultimate Purchasers, and reasonable fees andexpenses of any other professionals retained by the Investor with the priorapproval of the Company  

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## in connectionwith the transactions contemplated herein and those contemplated by the TermSheet.  Such reimbursement or paymentshall be made by the Company within ten (10) days of presentation of an invoiceapproved by the Investor, without Bankruptcy Court review or further BankruptcyCourt order, whether or not the transactions contemplated hereby areconsummated; it being understood that in the event the Agreement Order isappealed, and the highest court to which the Agreement Order was appealedissues a final order vacating or reversing the Agreement Order and furtherorders disgorgement of all or a portion of the Transaction Expenses, theInvestor shall promptly return to the Company the portion of the TransactionExpenses required to be so disgorged. These obligations are in addition to, and do not limit, the Company’sobligations under Section 8.

## (d)           On the Closing Date (as defined inSection 2(e)), the Investor will purchase, and the Company will sell, only suchnumber of Unsubscribed Shares as are listed in the Purchase Notice, withoutprejudice to the rights of the Investor to seek later an upward or downwardadjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate.

## (e)           Delivery of the ECA Shares will bemade by the Company to the account of the Investor (or to such other accountsas the Investor may designate) at 9:00 a.m., New York City time, on theEffective Date (the “Closing Date”) against payment of the aggregatePurchase Price for the ECA Shares by wire transfer of immediately availablefunds to the account specified by the Company to the Investor at least 24 hoursin advance.

## (f)            All ECA Shares will be deliveredwith any and all issue, stamp, transfer or similar taxes or duties payable inconnection with such delivery duly paid by the Company to the extent requiredunder the Confirmation Order or applicable law.

## (g)           The documents to be delivered on theClosing Date by or on behalf of the parties hereto and the ECA Shares will bedelivered at the offices of Cadwalader, Wickersham & Taft LLP, One WorldFinancial Center, New York, New York 10281 on the Closing Date.

## (h)           Notwithstanding anything to thecontrary in this Agreement, the Investor, in its sole discretion, may designatethat some or all of the ECA Shares be issued in the name of, and delivered to,one or more of its affiliates or to any other Person, including any UltimatePurchaser, so long as such person is not a Competitor.

# 3.             Representations and Warrantiesof the Company.  The Companyrepresents and warrants to, and agrees with, the Investor as follows:

## (a)           Incorporation and Qualification.  The Company and each of its subsidiaries hasbeen duly incorporated and is validly existing as a corporation in good standingunder the laws of their respective jurisdictions of incorporation, with therequisite power and authority to own its properties and conduct its business ascurrently conducted. 

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## Each of theCompany and its subsidiaries has been duly qualified as a foreign corporationfor the transaction of business and is in good standing under the laws of eachother jurisdiction in which it owns or leases properties or conducts anybusiness so as to require such qualification, except to the extent the failureto be so qualified or be in good standing has not had or could not reasonablybe expected to have, individually or in the aggregate, a material adverseeffect on the business, results of operations, property or financial conditionof the Company and its subsidiaries taken as a whole, as such business isproposed to be conducted as contemplated by the Term Sheet, DisclosureStatement (as defined in Section 5(b)) and the Amended Plan, or on the abilityof the Company, subject to the approvals and other authorizations set forth inSection 3(g), to consummate the transactions contemplated by this Agreement orthe Amended Plan (a “Material Adverse Effect”).

## (b)           Corporate Power and Authority.

### (i)      The Company has the requisite corporatepower and authority to enter into, execute and deliver this Agreement and,subject to entry of the Agreement Order and the Confirmation Order (together,the “Court Orders”) and the expiration, or waiver by the BankruptcyCourt, of the 10-day period set forth in Rules 6004(g) and 3020(e) of theFederal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), respectively,to perform its obligations hereunder and thereunder, including the issuance ofthe Rights and Shares and Purchased Shares. The Company has taken all necessary corporate action required for thedue authorization, execution, delivery and performance by it of this Agreement,including the issuance of the Rights and Shares and Purchased Shares, otherthan board of directors’ approval of, or other board action to be taken withrespect to, the documents to implement the Rights Offering.

### (ii)     When executed and delivered, (A) theCompany will have the requisite corporate power and authority to enter into,execute and deliver the Registration Rights Agreement (as defined in Section5(m)); and (B) all necessary corporate action required for the dueauthorization, execution and delivery and, subject to the entry of the CourtOrders and the expiration, or waiver by the Bankruptcy Court, of the 10-dayperiod set forth in Bankruptcy Rules 6004 (g) and 3020(e), respectively,performance of the Registration Rights Agreement will have been taken by theCompany.

### (iii)    The Company will have the requisitecorporate power and authority to execute the Amended Plan and to file theAmended Plan with the Bankruptcy Court and, subject to entry of theConfirmation Order and the expiration, or waiver by the Bankruptcy Court, ofthe 10-day period set forth in Bankruptcy Rule 3020(e), to perform itsobligations thereunder, and will have taken all necessary corporate action requiredfor the due authorization, execution, delivery and performance by it of theAmended Plan.

## (c)           Execution and Delivery;Enforceability.

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### (i)      This Agreement has been and theRegistration Rights Agreement will be duly and validly executed and deliveredby the Company, and, upon the entry of the Agreement Order and the expiration,or waiver by the Bankruptcy Court, of the 10-day period set forth in BankruptcyRule 6004(g), such documents will constitute the valid and binding obligationsof the Company, enforceable against the Company in accordance with theirrespective terms.

### (ii)     The Amended Plan will be duly and validlyfiled with the Bankruptcy Court by the Company and, upon the entry of theConfirmation Order and the expiration, or waiver by the Bankruptcy Court, ofthe 10-day period set forth in Bankruptcy Rule 3020(e), will constitute the validand binding obligation of the Company, enforceable against the Company inaccordance with its terms.

## (d)           Authorized Capital Stock.  Upon the Effective Date, the authorizedcapital stock of the Company will conform to the authorized capital stock setforth in the Disclosure Statement, and the issued and outstanding shares ofcapital stock of the Company will conform to the description set forth in theTerm Sheet.

## (e)           Issuance.  Subject to the issuance of the FinalAgreement Order, the distribution of the Rights and issuance of the Shares,including the Unsubscribed Shares to be issued and sold by the Company to theInvestor hereunder, and issuance of the Purchased Shares to be issued and soldby the Company to the Investor hereunder, at the Closing Date will have beenduly and validly authorized and, when the Shares and the Purchased Shares areissued and delivered against payment therefor will be duly and validly issued,fully paid and non-assessable, and free and clear of all taxes, liens,pre-emptive rights, rights of first refusal, subscription and similar rights.

## (f)            No Conflict.  Subject to the entry of the Court Orders andthe expiration, or waiver by the Bankruptcy Court, of the 10-day period setforth in Bankruptcy Rules 6004(g) and 3020(e), as applicable, the distributionof the Rights, the issuance, sale and delivery of Shares upon exercise of theRights and the consummation of the Rights Offering by the Company, theissuance, sale and delivery of the Unsubscribed Shares and the Purchased Sharesand the execution and delivery (or, with respect to the Amended Plan, thefiling) by the Company of this Agreement and the Amended Plan and compliance bythe Company with all of the provisions hereof and thereof and the consummationof the transactions contemplated herein and therein (including compliance bythe Investor with its obligations hereunder and thereunder) (i) will notconflict with, or result in a breach or violation of, any of the terms orprovisions of, or constitute a default under or result in the acceleration of,or the creation of any lien under, any indenture, mortgage, deed of trust, loanagreement or other agreement or instrument to which the Company or any of itssubsidiaries is a party or by which the Company or any of its subsidiaries isbound or to which any of the property or assets of the Company or any of itssubsidiaries is subject, (ii) will not result in any violation of theprovisions of the Certificate of Incorporation or Bylaws of the Company includedin the Amended Plan and as applicable to the Company from and after the EffectiveDate and (iii) will not result in any violation of, or any termination ormaterial 

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## impairment ofany rights under, any statute or any license, authorization, injunction,judgment, order, decree, rule or regulation of any court or governmental agencyor body having jurisdiction over the Company or any of its subsidiaries or anyof their properties, except in any such case described in subclause (i) or(iii) as will not have or could not reasonably be expected to have, individuallyor in the aggregate, a Material Adverse Effect.

## (g)           Consents and Approvals.  No consent, approval, authorization, order,registration or qualification of or with any court or governmental agency orbody having jurisdiction over the Company or any of its subsidiaries or any oftheir properties is required for the distribution of the Rights, the issuance,sale and delivery of Shares upon exercise of the Rights and to the Investorhereunder, the issuance, sale and delivery of the Purchased Shares to theInvestor hereunder and the consummation of the Rights Offering by the Companyand the execution and delivery by the Company of this Agreement, theRegistration Rights Agreement and the Amended Plan and performance of and complianceby the Company with all of the provisions hereof and thereof, including withoutlimitation the payment of the Backstop Fee, the Expiration Time Fee, theTermination Fee (as defined in Section 10(d)) and the Transaction Expensesas provided for herein, and the consummation of the transactions contemplatedherein and therein, except (i) the entry of the Court Orders and theexpiration, or waiver by the Bankruptcy Court, of the 10-day period set forthin Bankruptcy Rules 6004(g) and 3020(e), as applicable, (ii) the registrationunder the Securities Act (as defined in Section 3(i)) of resales of the ECAShares, (iii) filings with respect to and the expiration or termination of thewaiting period under the HSR Act relating to the sale of ECA Shares to theInvestor hereunder, (iv) the filing with the Secretary of State of the State ofDelaware of the Certificate of Incorporation to be applicable to the Companyfrom and after the Effective Date and (v) such consents, approvals, authorizations,registrations or qualifications (x) as may be required under the New York StockExchange (“NYSE”) or the Nasdaq Global Market (“Nasdaq”) rulesand regulations in order to consummate the transactions contemplated herein,(y) as may be required under state securities or Blue Sky laws in connectionwith the purchase of ECA Shares by the Investor or (z) the absence of whichwill not have or could not reasonably be expected to have, individually or inthe aggregate, a Material Adverse Effect.

## (h)           Arm’s Length.  The Company acknowledges and agrees that theInvestor is acting solely in the capacity of an arm’s length contractualcounterparty to the Company with respect to the transactions contemplatedhereby (including in connection with determining the terms of the RightsOffering and the purchase of the ECA Shares) and not as a financial advisor ora fiduciary to, or an agent of, the Company or any other person.  Additionally, the Investor is not advisingthe Company or any other person as to any legal, tax, investment, accounting orregulatory matters in any jurisdiction in respect of the transactionscontemplated hereby.  The Company shallconsult with its own advisors concerning such matters and shall be responsiblefor making their own independent investigation and appraisal of thetransactions contemplated hereby, and the Investor shall have no responsibilityor liability to the Company with respect thereto.  Any review by the Investor of the Company,the transactions contemplated 

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## hereby orother matters relating to such transactions will be performed solely for thebenefit of the Investor and shall not be on behalf of the Company.

## (i)            Financial Statements.  The financial statements and the relatednotes thereto of the Company and its consolidated subsidiaries included orincorporated by reference in the Exchange Act Documents (as defined inSection 3(j)), the Registration Statement (as defined inSection 5(i)) and the Prospectus (as defined in Section 3(k)) complyor will comply, as the case may be, in all material respects with theapplicable requirements of the Securities Act of 1933 and the rules andregulations of the Securities and Exchange Commission (the “Commission”)thereunder (collectively, the “Securities Act”) and the SecuritiesExchange Act of 1934 and the rules and regulation of the Commission thereunder(the “Exchange Act”), as applicable, and present fairly or will presentfairly, as the case may be, in all material respects the financial position ofthe Company and its consolidated subsidiaries as of the dates indicated and theresults of their operations and the changes in their cash flows for the periodsspecified; such financial statements have been or will have been, as the casemay be, prepared in conformity with generally accepted accounting principles (“GAAP”)applied on a consistent basis throughout the periods covered thereby (except asdisclosed in the Exchange Act Documents), and the supporting schedules includedor incorporated by reference in the Exchange Act Documents, and to be includedor incorporated by reference in the Registration Statement and the Prospectus,present fairly or will present fairly, as the case may be, in all materialrespects, the information required to be stated therein; and the otherfinancial information included or incorporated by reference in the Exchange ActDocuments, and to be included or incorporated by reference in the RegistrationStatement and the Prospectus, has been or will have been, as the case may be,derived from the accounting records of the Company and its subsidiaries andpresents fairly or will present fairly, as the case may be, the informationshown thereby; and any pro forma financial information and related notesthereto to be included in the Registration Statement and the Prospectus willhave been prepared in accordance with the applicable requirements of theSecurities Act, and will be based on assumptions that management of the Companybelieves are reasonable and which will be set forth in the RegistrationStatement when it becomes effective and the Prospectus as of its date.

## (j)            Exchange Act Documents.  The documents filed under the Exchange Actwith the Commission prior to the date of this Agreement (the “Exchange ActDocuments”), when they became effective or were filed with the Commission,conformed in all material respects, to the requirements of the Securities Actor the Exchange Act, as applicable, and none of such Exchange Act Documentscontained any untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, notmisleading; and any further documents so filed and incorporated by reference inthe Registration Statement or the Prospectus, as the case may be, when suchdocuments become effective or are filed with the Commission, will conform inall material respects to the requirements of the Exchange Act, and will notcontain any untrue statement of a material fact or omit to state a material

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## fact requiredto be stated therein or necessary to make the statements therein, in the lightof the circumstances under which they were made, not misleading.

## (k)           Preliminary Prospectus.  Each Preliminary Prospectus, at the time offiling thereof, will comply in all material respects with the Securities Actand will not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary in order to make thestatements therein, in the light of the circumstances under which they weremade, not misleading; provided that, the Company makes no representationand warranty with respect to any statements or omissions made in reliance uponand in conformity with information relating to the Investor or the UltimatePurchasers furnished to the Company in writing by the Investor or the UltimatePurchasers expressly for use in any Preliminary Prospectus.  The term “Preliminary Prospectus”means each prospectus included in such registration statement (and anyamendments thereto) before it becomes effective, any prospectus filed with theCommission pursuant to Rule 424(a) under the Securities Act and the prospectusincluded in the Registration Statement, as of their date or at the time of itseffectiveness, as the case may be, that omits information deemed pursuant toRule 430A under the Securities Act to be part of such Registration Statement,and the term “Prospectus” means the prospectus in the form first used toconfirm sales of the ECA Shares.

## (l)            Registration Statement andProspectus.  As of the effective dateof the Registration Statement, the Registration Statement will comply in allmaterial respects with the Securities Act and will not contain any untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary in order to make the statements therein notmisleading; and as of the applicable filing date of the Prospectus and anyamendment or supplement thereto and as of the Closing Date, the Prospectus andany amendment or supplement thereto will not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated therein ornecessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; providedthat  the Company makes no representationand warranty with respect to any statements or omissions made in reliance uponand in conformity with information relating to the Investor or the Ultimate Purchasersfurnished to the Company in writing by the Investor or the Ultimate Purchasersexpressly for use in the Registration Statement and the Prospectus and anyamendment or supplement thereto.

## (m)          No Material Adverse Change.  Since September 30, 2006, (i) there hasnot been any change in the capital stock or long-term debt of the Company orany of its subsidiaries, or any dividend or distribution of any kind declared,set aside for payment, paid or made by the Company on any class of its capitalstock, or any material adverse change, or any development involving a materialadverse change, that has had individually or in the aggregate a MaterialAdverse Effect; provided, however, that none of the followingshall be deemed, either alone or in combination, to constitute, and none of thefollowing shall be taken into account in determining whether there has been orwill be a material adverse change: (a) changes in conditions in the 

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## U.S. or globaleconomy or capital or financial markets generally, including changes ininterest or exchange rates, (b) changes in the airline industry taken as awhole, (c) changes in general legal, tax, regulatory, political oreconomic conditions affecting the airline industry, (d) changes in GAAP,(e) the commencement, occurrence, continuation or intensification of anywar, sabotage, armed hostilities or acts of terrorism, or (f)  any failureby the Company to meet internal or published projections, forecasts or revenueor earnings predictions (provided that this clause (f) shall notexclude any underlying effect, event, development, change or occurrence whichgave rise to or contributed to such failure or change), providedfurtherthat, with respect to clauses (a), (b), (c) and (e), the impact on theCompany is not disproportionate to the impact on other comparable entities inthe airline industry; (ii) neither the Company nor any of its subsidiaries hasentered into any transaction or agreement that is material to the Company andits subsidiaries taken as a whole or incurred any liability or obligation, director contingent, that is material to the Company and its subsidiaries taken as awhole; and (iii) neither the Company nor any of its subsidiaries has sustainedany material loss or interference with its business from fire, explosion, floodor other calamity, whether or not covered by insurance, or from any labordisturbance or dispute or any action, order or decree of any court orarbitrator or governmental or regulatory authority, except in each case (x) asotherwise disclosed in the Exchange Act Documents and (y) the transactionscontemplated hereby or by the Term Sheet.

## (n)           Descriptions of the TransactionDocuments.  The descriptions containedin the Registration Statement and the Prospectus of this Agreement, the RegistrationRights Agreement, the Syndication Agreement, the Amended Plan, the AgreementOrder and the Confirmation Order (collectively, the “Transaction Documents”)will conform in all material respects to the Transaction Documents.

## (o)           No Violation or Default.  Neither the Company nor any of its subsidiariesis in violation of its charter or by-laws or similar organizationaldocuments.  Neither the Company nor anyof its subsidiaries is:  (i) except as aresult of any Proceedings, in default, and no event has occurred that, withnotice or lapse of time or both, would constitute such a default, in the dueperformance or observance of any term, covenant or condition contained in anyindenture, mortgage, deed of trust, loan agreement or other agreement orinstrument to which the Company or any of its subsidiaries is a party or bywhich the Company or any of its subsidiaries is bound or to which any of theproperty or assets of the Company or any of its subsidiaries is subject; or(ii) in violation of any law or statute or any judgment, order, rule orregulation of any court or arbitrator or governmental or regulatory authority,except, in the case of clauses (i) and (ii) above, for any such default orviolation that would not, individually or in the aggregate, have a Material AdverseEffect.

## (p)           Legal Proceedings.  Except as described in the Exchange Act Documents,there are no legal, governmental or regulatory investigations, actions, suitsor proceedings pending to which the Company or any of its subsidiaries is ormay be a party or to which any property of the Company or any of itssubsidiaries is or may be the subject that, individually or in the aggregate,if determined adversely to the Company 

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## or any of itssubsidiaries, could reasonably be expected to have a Material Adverse Effect ormaterially and adversely affect the ability of the Company to perform itsobligations under the Transaction Documents, no such investigations, actions,suits or proceedings are threatened or, to the best knowledge of the Company,contemplated by any governmental or regulatory authority or threatened byothers; and (i) there are no current or pending legal, governmental orregulatory actions, suits or proceedings that are required under the ExchangeAct to be described in the Exchange Act Documents that are not so described and(ii) there are no statutes, regulations or contracts or other documents thatare required under the Exchange Act to be filed as exhibits to the Exchange ActDocuments or described in the Exchange Act Documents that are not so filed ordescribed.

## (q)           Independent Accountants.  Ernst & Young LLP (“E&Y”), whohave certified certain financial statements of the Company and its consolidatedsubsidiaries, are an independent registered public accounting firm with respectto the Company and its consolidated subsidiaries as required by the SecuritiesAct.

## (r)            Title to Intellectual Property.  The Company and its subsidiaries own orpossess adequate rights to use all material patents, patent applications,trademarks, service marks, trade names, trademark registrations, service markregistrations, copyrights, licenses and know-how (including trade secrets andother unpatented and/or unpatentable proprietary or confidential information,systems or procedures) necessary for the conduct of their respective businesses,except where the failure to own or possess any such rights could not reasonablybe expected to have a Material Adverse Effect; and, except as could notreasonably be expected to have a Material Adverse Effect, the conduct of theirrespective businesses will not conflict in any material respect with any suchrights of others, and the Company and its subsidiaries have not received anynotice of any material claim of infringement or conflict with any such materialrights of others.

## (s)           No Undisclosed Relationships.  No relationship, direct or indirect, existsbetween or among the Company or any of its subsidiaries, on the one hand, andthe directors, officers, stockholders, customers or suppliers of the Company orany of its subsidiaries, on the other, that is required by the Exchange Act tobe described in the Exchange Act Documents and that are not described.

## (t)            Investment Company Act.  The Company is not and, after giving effectto the offering and sale of the Shares and the Purchased Shares and theapplication of the proceeds thereof as described in the Prospectus, will not berequired to register as an “investment company” or an entity “controlled” by an“investment company” within the meaning of the Investment Company Act of 1940,as amended, and the rules and regulations of the Commission thereunder.

## (u)           Licenses and Permits.  The Company and its subsidiaries possess all licenses, certificates, permitsand other authorizations issued by, and have made all declarations and filingswith, the appropriate federal, state, local or foreign governmental 

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## or regulatoryauthorities that are necessary for the ownership or lease of their respectiveproperties or the conduct of their respective businesses as described in theDisclosure Statement and the Exchange Act Documents, except where the failureto possess or make the same would not, individually or in the aggregate, have aMaterial Adverse Effect; and except as described in the Exchange Act Documentsand except as would not reasonably be expected to have a Material AdverseEffect, neither the Company nor any of its subsidiaries has received notice ofany revocation or modification of any such license, certificate, permit orauthorization or has any reason to believe that any such license, certificate,permit or authorization will not be renewed in the ordinary course.

## (v)           Compliance With Environmental Laws.  The Company and its subsidiaries (i) are incompliance with any and all applicable federal, state, local and foreign laws,rules, regulations, decisions and orders relating to the protection of humanhealth and safety, the environment or hazardous or toxic substances or wastes,pollutants or contaminants (collectively, “Environmental Laws”); (ii)have received and are in compliance with all permits, licenses or otherapprovals required of them under applicable Environmental Laws to conduct theirrespective businesses; and (iii) have not received notice of any actual orpotential liability for the investigation or remediation of any disposal or releaseof hazardous or toxic substances or wastes, pollutants or contaminants, except,in the case of each of the clauses (i), (ii) and (iii), as would not,individually or in the aggregate, have a Material Adverse Effect.

## (w)          Compliance With ERISA.  Each employee benefit plan, within the meaningof Section 3(3) of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”), that is maintained, administered or contributed to bythe Company or any of its affiliates for employees or former employees of theCompany and its affiliates has been maintained in compliance with its terms andthe requirements of any applicable statutes, orders, rules and regulations,including, but not limited to, ERISA and the Internal Revenue Code of 1986, asamended (the “Code”), except where the failure to comply with suchapplicable statutes, orders, rules and regulations would not, individually orin the aggregate, have a Material Adverse Effect; as of the date hereof, noprohibited transaction, within the meaning of Section 406 of ERISA or Section4975 of the Code, has occurred with respect to any such plan, excluding transactionseffected pursuant to a statutory or administrative exemption, except suchtransactions that would not, individually or in the aggregate, have a MaterialAdverse Effect; and for each such plan that is subject to the funding rules ofSection 412 of the Code or Section 302 of ERISA, except as disclosed inBusiness Plan 3.1 of the Company (consisting of the following documents: InvestorPresentation dated January 2007, Labor Presentation dated January 2007 andPassenger Revenue Support BP 3.0 dated January 19, 2007) (the “Business Plan”),as of the date hereof, no “accumulated funding deficiency” as defined inSection 412 of the Code and Section 402 of the Pension Protection Act of 2006exists, and, as of December 31, 2006, the aggregate present value of allbenefits accrued under such plans determined using actuarial assumptionsconsistent with Section 402 of the Pension Protection Act of 2006 exceededthe 

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## aggregate fairmarket value of the assets of such plans (excluding for these purposes accruedbut unpaid contributions) by approximately $277 million.

## (x)            Accounting Controls.  The Company and its subsidiaries maintain systemsof internal accounting controls sufficient to provide reasonable assurance that(i) transactions are executed in accordance with management’s general orspecific authorizations; (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with generally acceptedaccounting principles and to maintain asset accountability; (iii) access to assetsis permitted only in accordance with management’s general or specificauthorization; and (iv) the recorded accountability for assets is compared withthe existing assets at reasonable intervals and appropriate action is takenwith respect to any differences.

## (y)           Insurance.  The Company and its subsidiaries haveinsurance covering their respective properties, operations, personnel andbusinesses, including business interruption insurance, which insurance is inamounts and insures against such losses and risks as are customary forcompanies whose businesses are similar to the Company and its subsidiaries;and, as of the date hereof, neither the Company nor any of its subsidiaries has(i) received notice from any insurer or agent of such insurer that capitalimprovements or other expenditures are required or necessary to be made inorder to continue such insurance or (ii) any reason to believe that it will notbe able to renew its existing insurance coverage as and when such coverageexpires or to obtain similar coverage at reasonable cost from similar insurersas may be necessary to continue its business.

## (z)            No Unlawful Payments.  Neither the Company nor any of its subsidiariesnor, to the best knowledge of the Company, any director, officer, agent,employee or other person associated with or acting on behalf of the Company orany of its subsidiaries has (i) used any corporate funds for any unlawful contribution,gift, entertainment or other unlawful expense relating to political activity,(ii) made any direct or indirect unlawful payment to any foreign or domesticgovernment official or employee from corporate funds, (iii) violated or is inviolation of any provision of the Foreign Corrupt Practices Act of 1977 or (iv)made any bribe, rebate, payoff, influence payment, kickback or other unlawfulpayment.

## (aa)         No Restrictions on Certain Dividendsand Other Payments.  Subject to theBankruptcy Code, Northwest Airlines, Inc., which is an indirect wholly ownedsubsidiary of the Company, and any of its direct or indirect parent entitieswhich are subsidiaries of the Company, are not currently prohibited, directlyor indirectly, under any agreement or other instrument to which it is a party,other than any credit agreement to which it is a party or is subject, frompaying any dividends to its parent, from making any other distribution on suchsubsidiary’s capital stock, from repaying to the Company or any other subsidiaryof the Company any loans or advances to such subsidiary from the Company orfrom any other subsidiary of the Company or from transferring any of suchsubsidiary’s properties or assets to the Company or any other subsidiary of theCompany.

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## (bb)         No Broker’s Fees.  Except for Seabury Transportation AdvisorsLLC, neither the Company nor any of its subsidiaries is a party to anycontract, agreement or understanding with any person (other than thisAgreement) that would give rise to a valid claim against the Company or any ofits subsidiaries or the Investor for a brokerage commission, finder’s fee orlike payment in connection with the offering and sale of the Rights or theShares or the Purchased Shares.

## (cc)         No Registration Rights.  Except for registration rights granted to apurchaser of New Common Stock as contemplated by Section 5(j)(iv), as ofthe Effective Date, no person (other than the Investor and the UltimatePurchasers) will have the right to require the Company or any of itssubsidiaries to register any securities for sale under the Securities Act byreason of the filing of the Registration Statement with the Commission or byreason of the issuance and sale of the Rights and the ECA Shares.  Notwithstanding the foregoing, members ofmanagement of the Company who receive shares of New Common Stock or stockoptions pursuant to the transactions contemplated herein may have such sharesof New Common Stock and the shares of New Common Stock issuable upon theexercise of such stock options registered on a Form S-8 under the SecuritiesAct.

## (dd)         No Stabilization.  The Company has not taken, directly orindirectly, any action designed to or that could reasonably be expected tocause or result in any stabilization or manipulation of the price of the NewCommon Stock.

## (ee)         Margin Rules.  Neither the issuance, sale and delivery ofthe Rights or the Shares or the Purchased Shares nor the application of theproceeds therefrom by the Company as to be described in the RegistrationStatement and the Prospectus will violate Regulation T, U or X of the Board ofGovernors of the Federal Reserve System or any other regulation of such Boardof Governors.

# 4.             Representations and Warrantiesof the Investor.  The Investorrepresents and warrants to, and agrees with, the Company as set forthbelow.  Each representation, warranty andagreement is made as of the date hereof and as of the Closing Date:

## (a)           Incorporation.  The Investor has been duly incorporated andis validly existing as a corporation in good standing under the laws of Delaware.

## (b)           Corporate Power and Authority.  The Investor has the requisite corporatepower and authority to enter into, execute and deliver this Agreement and to performits obligations hereunder and has taken all necessary corporate action requiredfor the due authorization, execution, delivery and performance by it of thisAgreement.

## (c)           Execution and Delivery.  This Agreement has been duly and validlyexecuted and delivered by the Investor and constitutes its valid and bindingobligation, enforceable against it in accordance with its terms, and theexecution and delivery by the Investor of this Agreement (i) will notconflict with, or result in a breach or violation of, any of the terms orprovisions of, or constitute a default under, any agreement 

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## or instrumentto which the Investor is a party or by which the Investor is bound or to whichany of the Property or assets of the Investor is subject and (ii) will notresult in any violation of any applicable law, except in any such case describedin subclause (i) or (ii) as will not have or could not be reasonablyexpected to have a material adverse effect on the ability of the Investor toconsummate the transactions contemplated by this Agreement.

## (d)           Securities Laws Compliance.  The ECA Shares will not be offered for sale,sold or otherwise transferred by the Investor except pursuant to a registrationstatement or in a transaction exempt from or not subject to registration underthe Securities Act and any applicable state securities laws.

## (e)           Consents and Approvals.  No consent, approval, authorization, order,registration or qualification of or with any court or governmental agency orbody having jurisdiction over the Investor is required in connection with theexecution and delivery of this Agreement or the consummation of thetransactions contemplated hereby, other than (i)  the registration underthe Securities Act of resales of the ECA Shares, (ii) filings with respectto and the expiration or termination under the HSR Act relating to the sale ofECA Shares to the Investor hereunder and (iii) as may be required understate securities or Blue Sky laws in connection with the purchase of ECA Sharesby the Investor.

## (f)            Information.  The Investor acknowledges that it has beenafforded the opportunity to ask questions and receive answers concerning theCompany and to obtain additional information that it has requested to verifythe accuracy of the information contained herein.  Notwithstanding the foregoing, nothingcontained herein will operate to modify or limit in any respect therepresentations and warranties of the Company or to relieve it from any obligationsto the Investor for breach thereof or the making of misleading statements orthe omission of material facts in connection with the transactions contemplatedherein.

## (g)           Purchase Intent.  The Investor is not acquiring the ECA Shareswith a view to distributing or reselling such ECA Shares or any part thereofexcept pursuant to an effective registration statement under the Securities Actor an exemption from such registration. The Investor understands that the Investor must bear the economic riskof this investment indefinitely, unless the ECA Shares are registered pursuantto the Securities Act and any applicable state securities or Blue Sky laws oran exemption from such registration is available, and further understands thatthe Company has no present intention of registering the resale of any ECAShares other than pursuant to the Registration Rights Agreement.  Nothing contained herein shall be deemed a representationor warranty by the Investor to hold the ECA Shares for any period of time.

## (h)           Investor Status.  The Investor is as of the date hereof, andwill be as of the Closing Date, an “accredited investor” as defined in Rule501(a) under the Securities Act.

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## (i)            Reliance on Exemptions.  The Investor understands that the ECA Sharesare being offered and sold to the Investor in reliance upon specific exemptionsfrom the registration requirements of United States federal and state securitieslaws and that the Company is relying upon the truth and accuracy of, and theInvestor’s compliance with, the representations, warranties, agreements,acknowledgments and understandings of the Investor set forth herein in order todetermine the availability of such exemptions and the eligibility of theInvestor to acquire the ECA Shares.

## (j)            Experience of the Investor.  The Investor, either alone or together withits representatives, has such knowledge, sophistication and experience inbusiness and financial matters so as to be capable of evaluating the merits andrisks of the prospective investment in the ECA Shares.  The Investor understands and is able to bearany economic risks associated with such investment (including withoutlimitation the necessity of holding such ECA Shares for an indefinite period oftime) and is able to afford a complete loss of its investment in the ECAShares.

## (k)           Access to Information.  The Investor is knowledgeable, sophisticatedand experienced in making, and is qualified to make, decisions with respect toinvestments in securities representing an investment decision like thatinvolved in the purchase of the ECA Shares. The Investor acknowledges that it has been afforded (i) the opportunityto ask such questions as it has deemed necessary of, and to receive answersfrom, representatives of the Company concerning the terms and conditions of theoffering of the ECA Shares and the merits and risks of investing in the ECAShares; (ii) access to information about the Company and its subsidiaries andtheir respective financial condition, results of operations, business,properties, management and prospects sufficient to enable it to evaluate itsinvestment; and (iii) the opportunity to obtain such additional informationthat the Company possesses or can acquire without unreasonable effort orexpense that is necessary to make an informed investment decision with respectto the investment.  Neither suchinquiries nor any other investigation conducted by or on behalf of the Investoror its representatives or counsel shall modify, amend or affect the Investor ‘sright to rely on the truth, accuracy and completeness of the Exchange ActDocuments and the Company’s representations and warranties contained in theTransaction Documents.  The Investorunderstands that the Investor’s investment in the ECA Shares involves a high degreeof risk.

# 5.             Additional Covenants of theCompany.  The Company agrees with theInvestor:

## (a)           Agreement Motion and AgreementOrder.  Not later thanFebruary 15, 2007, the Company will file a motion and supporting papers(the “Agreement Motion”) (including an order in form and substancesatisfactory to each of the Company and the Investor) seeking an order undersections 105 and 363 of the Bankruptcy Code approving this Agreement, theSyndication Agreement, the Registration Rights Agreement, the payment, on theterms and at the time specified herein, of the Backstop Fee, the ExpirationTime Fee and the Termination Fee, the reimbursement, on the terms and at thetime specified herein, of Transaction Expenses and the release and 

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## exculpation ofthe Investor, its affiliates, the Ultimate Purchasers, their affiliates, representativesand advisors from any liability for participation in the transactions contemplatedhereby by the Registration Rights Agreement, the Amended Plan and theSyndication Agreement to the fullest extent permitted under applicable law andauthorizing the Company to enter into this Agreement and the RegistrationRights Agreement (the “Agreement Order”).  The Company agrees that it shall use its commerciallyreasonable efforts, subject to any applicable fiduciary duties, to(i) fully support the Agreement Motion and any application seekingBankruptcy Court approval and authorization to pay the fees and expenseshereunder, as an administrative expense of the estate, including, but notlimited to, filing supporting affidavits on behalf of the Company and/or itsfinancial advisor and providing the testimony of the affiants if needed and(ii) obtain approval of the Agreement Order as soon as practicablefollowing the filing of the motion therefor.

## (b)           Term Sheet, Disclosure Statementand Amended Plan.  As soon aspracticable after the date of this Agreement, the Company and the other Debtorswill file a disclosure statement (the “Initial Disclosure Statement”)and seek Bankruptcy Court approval thereof under section 1125 of the BankruptcyCode.  The disclosure statement in theform approved by the Bankruptcy Court is hereinafter referred to as the “DisclosureStatement”.  The Company will seekconfirmation of the Amended Plan as soon as practicable after the end of thesolicitation period.  Prior to filing ordisseminating the Initial Disclosure Statement or any revisions, supplements,modifications or amendments to the Initial Disclosure Statement or the ExistingPlan, the Company will provide to the Investor and its counsel a copy of suchfiling, revision, modification, supplement or amendment and a reasonableopportunity to review and comment on such documents prior to being filed ordisseminated; provided that such review and comment shall not constitute apresumption or other determination that the documents constitute (and complywith the definition of) either an Amended Plan or a Disclosure Statement, as applicable.In addition, the Company will provide to the Investor and its counsel a copy ofa draft of the Confirmation Order and a reasonable opportunity to review andcomment on such draft prior to such order being filed with the BankruptcyCourt.

## (c)           Rights Offering.  To effectuate the Rights Offering as providedherein and to use commercially reasonable efforts to seek entry of an order ofthe Bankruptcy Court, prior to the commencement of the Rights Offering,authorizing the Company to conduct the Rights Offering pursuant to thesecurities exemption provisions set forth in section 1145(a) of the BankruptcyCode.

## (d)           Listing.  To use commercially reasonable efforts tolist and maintain the listing of the New Common Stock (and any applicableassociated share purchase rights) on the NYSE or the quotation of the NewCommon Stock (and any applicable associated share purchase rights) on Nasdaq.

## (e)           Notification.  To notify, or to cause the Subscription Agentto notify, on each Friday during the Rights Exercise Period and on eachBusiness Day during the 

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## five (5)Business Days prior to the Expiration Time (and any extensions thereto), ormore frequently if reasonably requested by the Investor, the Investor of theaggregate number of Rights known by the Company or the Subscription Agent tohave been exercised pursuant to the Rights Offering as of the close of businesson the preceding Business Day or the most recent practicable time before suchrequest, as the case may be.

## (f)            Unsubscribed Shares.  To determine the number of UnsubscribedShares, if any, in good faith, and to provide a Purchase Notice or aSatisfaction Notice that accurately reflects the number of Unsubscribed Sharesas so determined and to provide to the Investor a certification by theSubscription Agent of the Unsubscribed Shares or, if such certification is notavailable, such written backup to the determination of the Unsubscribed Sharesas Investor may reasonably request.

## (g)           Stock Splits, Dividends, etc.  In the event of any stock split, stock dividend,stock combination or similar transaction affecting the number of issued and outstandingshares of New Common Stock, the Purchase Price and the number of ECA Shares tobe purchased hereunder will be proportionally adjusted to reflect the increaseor decrease in the number of issued and outstanding shares of New Common Stock.

## (h)           HSR.  To promptly prepare and file all necessarydocumentation and to effect all applications that are necessary or advisableunder the HSR Act so that the applicable waiting period shall have expired orbeen terminated thereunder with respect to the purchase of ECA Shareshereunder, and not to take any action that is intended or reasonably likely tomaterially impede or delay the ability of the parties to obtain any necessaryapprovals required for the transactions contemplated by this Agreement.

## (i)            Effectiveness of the RegistrationStatement.  To prepare and file, in cooperationwith the Investor, a shelf registration statement (the “Registration Statement”)covering resales of New Common Stock held by the Investor and the UltimatePurchasers as soon as practicable after the date hereof, but in no event laterthan April 2, 2007, and provide the Investor with a reasonable opportunity toreview and propose changes to the Registration Statement before any filing withthe Commission; to advise the Investor, promptly after it receives noticethereof, of the time when the Registration Statement has been filed or hasbecome effective or any prospectus or prospectus supplement has been filed andto furnish the Investor with copies thereof; to advise the Investor promptlyafter it receives notice thereof of any comments or inquiries by the Commission(and to furnish the Investor with copies of any correspondence relatedthereto), of the issuance by the Commission of any stop order or of any orderpreventing or suspending the use of any prospectus, of the initiation orthreatening of any proceeding for any such purpose, or of any request by theCommission for the amending or supplementing of the Registration Statement orprospectus or for additional information. The Company shall use its commercially reasonable efforts to cause such

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##  

## RegistrationStatement to become effective not later than June 30, 2007.  The foregoing provisions shall be set forthin the Registration Rights Agreement.

## (j)            Clear Market.  For a period of 180 days after the ClosingDate (the “Restricted Period”), the Company will not (i) offer,pledge, announce the intention to sell, sell, contract to sell, sell any optionor contract to purchase, purchase any option or contract to sell, grant anyoption, right or warrant to purchase or otherwise transfer or dispose of,directly or indirectly, any shares of capital stock of the Company or any securitiesconvertible into or exercisable or exchangeable for capital stock of theCompany or (ii) enter into any swap or other agreement that transfers, inwhole or in part, any of the economic consequences of ownership of the capitalstock of the Company, whether any such transaction described in clause (i)or (ii) above is to be settled by delivery of capital stock of the Company orsuch other securities, in cash or otherwise, without the prior written consentof the Investor, except for (i) Rights and New Common Stock issuable uponexercise of Rights, (ii) stock options, stock and restricted stock grantedto members of management of the Company on or after the Effective Date and sharesof New Common Stock issued upon the exercise of any such stock options andissued upon the exercise of any stock options outstanding as of the EffectiveDate, (iii) the issuance of New Common Stock and other equity interests asset forth in the Term Sheet and pursuant to the Amended Plan and (iv) theissuance of up to $150,000,000 of New Common Stock to one or more parties onthe list provided to the Investor prior to the date hereof (hereinafterreferred to collectively as the “Third Party Purchaser”) at a purchaseprice per share not less than the Purchase Price.  Notwithstanding the foregoing, if(1) during the last 17 days of the Restricted Period, the Companyissues an earnings release or material news or a material event relating to theCompany occurs; or (2) prior to the expiration of the Restricted Period,the Company announces that it will release earnings results during the 16-dayperiod beginning on the last day of the Restricted Period, the restrictions imposedby this Agreement shall continue to apply until the expiration of the 18-dayperiod beginning on the issuance of the earnings release or the occurrence ofthe material news or material event.

## (k)           Use of Proceeds.  The Company will apply the net proceeds fromthe sale of the Shares and the Purchased Shares as provided in the Term Sheet.

## (l)            No Stabilization.  The Company will not take, directly orindirectly, any action designed to or that could reasonably be expected tocause or result in any stabilization or manipulation of the price of the NewCommon Stock.

## (m)          Registration Rights Agreement.  The Company will file with the BankruptcyCourt as soon as practicable after the date hereof, but in no event later thanFebruary 15, 2007, a form of a registration rights agreement (the “RegistrationRights Agreement”) in form and substance reasonably satisfactory to theCompany and the Investor and which shall include the terms set forth in ExhibitB hereto.  The Company and the Investorshall use commercially reasonable efforts to negotiate and execute,

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##  

## and seekBankruptcy Court approval of, the Registration Rights Agreement as promptly aspracticable.

# 6.             Additional Covenants of theInvestor.  The Investor agrees withthe Company:

## (a)           Information.  To provide the Company with such information asthe Company reasonably requests regarding the Investor for inclusion in theRegistration Statement and the Disclosure Statement.

## (b)           HSR Act.  To use reasonable best efforts to promptlyprepare and file all necessary documentation and to effect all applicationsthat are necessary or advisable under the HSR Act so that the applicablewaiting period shall have expired or been terminated thereunder with respect tothe purchase of ECA Shares hereunder, and not to take any action that isintended or reasonably likely to materially impede or delay the ability of theparties to obtain any necessary approvals required for the transactionscontemplated by this Agreement.

## (c)           Entry of the Agreement Order.  To use commercially reasonable efforts tofacilitate the entry of the Agreement Order.

## (d)           No Action in Bankruptcy Court.  To not file any pleading or take any otheraction in the Bankruptcy Court with respect to this Agreement, the AmendedPlan, the Disclosure Statement or the Confirmation Order of the consummation ofthe transactions contemplated hereby or thereby that is inconsistent in anymaterial respect with this Agreement or the Company’s efforts to obtain theentry of court orders consistent with this Agreement.

## (e)           Transfer Restrictions.  The Investor covenants and agrees that ECAShares will only be disposed of by it pursuant to an effective registrationstatement under the Securities Act or pursuant to an available exemption fromthe registration requirements of the Securities Act and in compliance with anyapplicable state securities or Blue Sky laws. The Investor agrees to the imprinting, so long as is required by thisSection 6(e), of the following legend on any certificate evidencing the ECAShares:

THESHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), OR UNDER ANY STATE SECURITIES (“BLUE SKY”) LAWS.  THE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEWTO DISTRIBUTION OR RESALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION AND INCOMPLIANCE WITH APPLICABLE BLUE SKY LAWS. THE SHARES MAY NOT BE SOLD, ASSIGNED, MORTGAGED, PLEDGED, ENCUMBERED,HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EXCEPT PURSUANT TO THE SYNDICATIONAGREEMENT DATED AS OF FEBRUARY 12,

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2007BETWEEN J.P. MORGAN SECURITIES INC. AND THE BACKSTOP PURCHASERS REFERRED TOTHEREIN) UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARESIS EFFECTIVE UNDER THE ACT OR (II) UNLESS WAIVED BY THE CORPORATION, THECORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THECORPORATION THAT NO VIOLATION OF THE ACT WILL BE INVOLVED IN SUCH TRANSACTIONOR A NO ACTION LETTER WITH RESPECT TO SUCH TRANSACTION FROM THE STAFF OF THECOMMISSION.

Certificatesevidencing ECA Shares shall not be required to contain such legend or any otherlegend (i) while a Registration Statement covering the resale of the ECA Sharesis effective under the Securities Act, or (ii) following any sale of ECA Sharespursuant to Rule 144, or (iii) if ECA Shares are eligible for sale under Rule144(k), or (iv) if such legend is not required under applicable requirements ofthe Securities Act (including judicial interpretations and pronouncementsissued by the Staff of the Commission). Following the Effective Date or at such earlier time as a legend is nolonger required for certain ECA Shares, the Company will, promptly, followingthe delivery by the Investor to the Company of a legended certificaterepresenting such ECA Shares, deliver or cause to be delivered to the Investora certificate representing such ECA Shares that is free from all restrictiveand other legends.

## In the eventthe above legend is removed from any of the ECA Shares and thereafter theeffectiveness of a registration statement covering such ECA Share is suspendedor the Company determines that a supplement or amendment thereto is required byapplicable securities laws, then the Company may immediately place astop-transfer order against the certificates with respect to the sale of anyECA Share pursuant to such registration statement, and upon reasonable advancenotice to the Investor, the Company may require that the above legend be placedon any such ECA Share that cannot then be sold pursuant to an effectiveregistration statement or under Rule 144 and the Investor shall cooperate inthe replacement of such legend.  Suchlegend shall thereafter be removed when such ECA Share may again be soldpursuant to an effective registration statement or under Rule 144.

# 7.             Conditions to the Obligations ofthe Investor.  The obligation of theInvestor to purchase the ECA Shares pursuant to this Agreement on the ClosingDate are subject to the following conditions:

## (a)           AgreementOrder.  The Agreement Order shallhave been entered by the Bankruptcy Court in the form satisfactory to each ofthe Company and the Investor, and the Agreement Order shall have become a FinalAgreement Order.

## (b)           InconsistentTransaction.  Subject to the approvalof this Agreement by the Bankruptcy Court, the Company and the other Debtorsshall not have made a public

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##  

## announcement, entered into an agreement or filed any pleading ordocument with the Bankruptcy Court evidencing its intention to support, orotherwise supported, any transaction inconsistent with this Agreement or theAmended Plan, shall not have filed any plan that is not the Amended Plan andshall not have been agreed to, consented to, provided any support to, solicitedor encouraged, participated in the formulation of, or voted for any transactionor plan of reorganization or liquidation other than the Amended Plan, or anymotion or other filing seeking dismissal of the Debtors’ chapter 11 cases, theappointment of a trustee or examiner in the Debtors’ chapter 11 cases or theconversion of the Debtors’ chapter 11 cases to cases under chapter 7 of the BankruptcyCode (a “Competing Transaction”).

## (c)           ConfirmationOrder.  An order of the BankruptcyCourt confirming the Amended Plan (the “Confirmation Order”) shall havebeen entered and such order shall be non-appealable, shall not have beenappealed within ten (10) days of entry or, if such order is appealed, shall nothave been stayed pending appeal, and there shall not have been entered by anycourt of competent jurisdiction any reversal, modification or vacatur, in wholeor in part, of the Confirmation Order.

## (d)           DisclosureStatement, Amended Plan and Confirmation Order.  (i) The Disclosure Statement and the AmendedPlan shall not conflict with and shall be consistent with the Term Sheet andthe representations, warranties and covenants made by the Company hereunder and(ii) the financial conditions to closing set forth in the Term Sheet shall havebeen satisfied.

## (e)           Conditions to Confirmation.  The conditions to confirmation and theconditions to the Effective Date of the Amended Plan shall have been satisfiedor waived by the Investor and the Company in accordance with the Amended Plan,and the Effective Date shall have occurred or will occur on the Closing Date.

## (f)            [Reserved]

## (g)           Rights Offering.  The Expiration Time shall have occurred.

## (h)           Purchase Notice.  The Investor shall have received a PurchaseNotice in accordance with Section 1(e) from the Company, dated as of theDetermination Date, certifying as to the number of Unsubscribed Shares to bepurchased pursuant to the Backstop Commitment.

## (i)            Valid Issuance.  The New Common Stock shall be, upon paymentof the aggregate Purchase Price as provided herein, validly issued, fully paid,non-assessable and free and clear of all taxes, liens, pre-emptive rights,rights of first refusal, subscription and similar rights.

## (j)            No Restraint.  No judgment, injunction, decree or otherlegal restraint shall prohibit the consummation of the Amended Plan, the RightsOffering or the transactions contemplated by this Agreement.

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## (k)           HSR Act.  If the purchase of ECA Shares by the Investorpursuant to this Agreement is subject to the terms of the HSR Act, theapplicable waiting period shall have expired or been terminated thereunder withrespect to such purchase.

## (l)            Enforceability.  This Agreement shall be valid and enforceableagainst the Company and the Company shall not be in breach of this Agreement.

## (m)          NYSE/Nasdaq.  The New Common Stock issuable upon exerciseof the Rights shall be approved for trading on the NYSE or Nasdaq, subject toofficial notice of issuance.

## (n)           Comfort Letters.  If the effective date of the RegistrationStatement has occurred on or prior to the Closing Date, E&Y shall havefurnished to the Investor letters dated such Effective Date and the ClosingDate and addressed to the Investor, in form and substance reasonablysatisfactory to the Investor, containing statements and information of the typecustomarily included in accountants’ “comfort letters” to underwriters withrespect to the financial statements and certain financial information containedor incorporated by reference in the Registration Statement and the Prospectus;provided, that such letters shall use a “cut-off” date no more than three (3)Business Days prior to the date of delivery thereof.

## (o)           Opinion of Counsel for the Company.  Cadwalader, Wickersham & Taft LLP,counsel for the Company, and Michael Miller, Vice President—Legal of theCompany, shall have each furnished to the Investor their written opinion, datedthe Closing Date and addressed to the Investor, in form and substancereasonably satisfactory to the Investor.

## (p)           No Legal Impediment to Issuance.  No action shall have been taken and no statute,rule, regulation or order shall have been enacted, adopted or issued in each byany federal, state or foreign governmental or regulatory authority that, as ofthe Closing Date, prohibits the issuance or sale of the Rights or the Shares orthe Purchased Shares or the resale of the ECA Shares pursuant to theSyndication Agreement; and no injunction or order of any federal, state orforeign court shall have been issued that, as of the Closing Date, prohibitsthe issuance or sale of the Rights or the Shares or the Purchased Shares or theresale of the ECA Shares pursuant to the Syndication Agreement.

## (q)           Good Standing.  The Investor shall have received on and as ofthe Closing Date satisfactory evidence of the good standing of the Company andits significant subsidiaries (as such term is defined in Article 1, Rule 1-02of Regulation S-X promulgated pursuant to the Securities Act) in their respectivejurisdictions of organization, in each case in writing or any standard form oftelecommunication from the appropriate governmental authorities of such jurisdictions.

## (r)            Representations and Warrantiesand Covenants.  The representationsand warranties of the Company in paragraphs (a)-(l), (n), (q), (t), (u) and(aa)-(ee) of

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##  

## Section 3shall be true and correct on the date hereof and as if made on the ClosingDate, the representations and warranties of the Company in paragraphs (m), (o),(p), (r), (s) and (v)-(z) of Section 3 shall be true and correct on the datehereof (and shall not be required to be true on any subsequent date), and theCompany shall have complied in all material respects with all covenants in thisAgreement and in the Registration Rights Agreement.

## (s)           Officer’s Certificate.  The Investor shall have received on and as ofthe Closing Date a certificate of the chief financial officer or chiefaccounting officer of the Company and one additional senior executive officerof the Company who is satisfactory to the Investor (i) confirming that theCompany has satisfied all conditions on its part to be performed or satisfiedhereunder at or prior to such Closing Date, (ii) to the effect set forthin Sections 7(f) and 7(r) and (iii) if the Registration Statement has beendeclared effective at or prior to the Closing Date, confirming that suchofficers have carefully reviewed the Registration Statement and the Prospectusand, to the best knowledge of such officers, the information set forth thereinis true and correct.

## (t)            Bankruptcy Court Approval.  The Registration Rights Agreement shall havebeen approved by the Bankruptcy Court in a final order and shall have been executedby the parties thereto in substantially the same form as the forms thereoffiled with the Bankruptcy Court.

## (u)           Fees, Etc.  All fees and other amounts required to bepaid or reimbursed to the Investor as of the Closing Date shall have been paidor reimbursed.

# 8.             Indemnification.

## (a)           Subject to the approval of thisAgreement by the Bankruptcy Court, whether or not the Rights Offering isconsummated or this Agreement or the Backstop Commitment is terminated, theCompany (in such capacity, the “Indemnifying Party”) shall indemnify andhold harmless the Investor and Ultimate Purchasers, their respective affiliatesand their respective officers, directors, employees, agents and controllingpersons (each an “Indemnified Person”) from and against any and alllosses, claims, damages, liabilities and reasonable expenses, joint or several,to which any such Indemnified Person may become subject arising out of or inconnection with any claim, challenge, litigation, investigation or proceedingwith respect to the Rights Offering, the Backstop Commitment, the TransactionDocuments, the Registration Statement or the Prospectus or the transactionscontemplated thereby, including without limitation, payment of the TransactionExpenses, Backstop Fee or Termination Fee, if any, distribution of Rights,purchase and sale of Shares in the Rights Offering and purchase and sale of ECAShares pursuant to this Agreement, or any breach of the Company of thisAgreement or the Registration Rights Agreement, regardless of whether any ofsuch Indemnified Persons is a party thereto, and to reimburse such IndemnifiedPersons for any reasonable legal or other reasonable out-of-pocket expenses asthey are incurred in connection with investigating, responding to or defendingany of the foregoing, provided that the foregoing indemnification will not, asto any Indemnified Person, apply

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##  

## to losses,claims, damages, liabilities or expenses to the extent that they are finally judiciallydetermined to have resulted from (i) bad faith, gross negligence or willful misconducton the part of such Indemnified Person or (ii) statements or omissions in thePreliminary Prospectus, Registration Statement or Prospectus or any amendmentor supplement thereto made in reliance upon or in conformity with informationrelating to the Investor or the Ultimate Purchaser furnished to the Company inwriting by or on behalf of the Investor or the Ultimate Purchaser expressly foruse in the Preliminary Prospectus, Registration Statement or Prospectus or anyamendment or supplement thereto or (iii) any statement or omission in thePreliminary Prospectus, Registration Statement or Prospectus or any amendmentor supplement thereto that is corrected in any subsequent prospectus that wasdelivered to the Investor or the Ultimate Purchaser at least two Business Daysprior to the relevant sale or sales by the Investor or Ultimate Purchaser.  If for any reason the foregoingindemnification is unavailable to any Indemnified Person or insufficient tohold it harmless, then the Indemnifying Party shall contribute to the amountpaid or payable by such Indemnified Person as a result of such loss, claim,damage, liability or expense in such proportion as is appropriate to reflectnot only the relative benefits received by the Indemnifying Party on the one handand such Indemnified Person on the other hand but also the relative fault ofthe Indemnifying Party, on the one hand, and such Indemnified Person, on theother hand, as well as any relevant equitable considerations.  It is hereby agreed that the relativebenefits to the Indemnifying Party on the one hand and all Indemnified Personson the other hand shall be deemed to be in the same proportion as (i) the totalvalue received or proposed to be received by the Company pursuant to the saleof Shares and Purchased Shares contemplated by this Agreement bears to (ii) thefee paid or proposed to be paid to the Investor in connection with such saleplus the difference between the price paid by the Investor for the purchase ofthe Purchased Shares and the market value of the Purchased Shares on theClosing Date.  The Indemnifying Partyalso agrees that no Indemnified Person shall have any liability based on theirexclusive or contributory negligence or otherwise to the Indemnifying Party,any person asserting claims on behalf of or in right of any of the IndemnifyingParty, or any other person in connection with or as a result of the RightsOffering, the Backstop Commitment, the Transaction Documents, the RegistrationStatement, the Prospectus or the transactions contemplated thereby, except asto any Indemnified Person to the extent that any losses, claims, damages,liability or expenses incurred by the Company are finally judicially determinedto have resulted from (i) bad faith, gross negligence or willful misconduct ofsuch Indemnified Person in performing the services that are the subject of thisAgreement or the Registration Rights Agreement or (ii) statements or omissionsin the Preliminary Prospectus, Registration Statement or Prospectus or anyamendment or supplement thereto made in reliance upon or in conformity withinformation relating to the Investor or the Ultimate Purchaser furnished to theCompany in writing by or on behalf of the Investor or the Ultimate Purchaserexpressly for use in the Preliminary Prospectus, Registration Statement orProspectus or any amendment or supplement thereto or (iii) any statement oromission in the Preliminary Prospectus, Registration Statement or Prospectus orany amendment or supplement thereto that is corrected in any subsequentprospectus that was delivered to the Investor or the Ultimate

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##  

## Purchaser atleast two Business Days prior to the relevant sale or sales by the Investor orUltimate Purchaser; provided, however, that in no event shall an IndemnifiedPerson or such other parties have any liability for any indirect, consequentialor punitive damages in connection with or as a result of any of theiractivities related to the foregoing.  Theindemnity, reimbursement and contribution obligations of the Indemnifying Partyunder this Section 8 shall be in addition to any liability that the IndemnifyingParty may otherwise have to an Indemnified Person and shall be binding upon andinure to the benefit of any successors, assigns, heirs and personalrepresentatives of the Indemnifying Party and any Indemnified Person.

## (b)           Promptly after receipt by anIndemnified Person of notice of the commencement of any claim, litigation,investigation or proceeding relating to the Transaction Documents, the  Registration Statement, the Prospectus or anyof the transactions contemplated thereby (“Proceedings”), suchIndemnified Person will, if a claim is to be made hereunder against theIndemnifying Party in respect thereof, notify the Indemnifying Party in writingof the commencement thereof; provided that (i) the omission so to notify theIndemnifying Party will not relieve it from any liability that it may havehereunder except to the extent it has been materially prejudiced by suchfailure and (ii) the omission so to notify the Indemnifying Party will notrelieve it from any liability that it may have to an Indemnified Personotherwise than on account of this Section 8. In case any such Proceedings are brought against any Indemnified Personand it notifies the Indemnifying Party of the commencement thereof, the IndemnifyingParty will be entitled to participate therein, and, to the extent that it mayelect by written notice delivered to such Indemnified Person, to assume thedefense thereof, with counsel reasonably satisfactory to such IndemnifiedPerson, provided that if the defendants in any such Proceedings include bothsuch Indemnified Person and the Indemnifying Party and such Indemnified Personshall have concluded that there may be legal defenses available to it that aredifferent from or additional to those available to the Indemnifying Party, suchIndemnified Person shall have the right to select separate counsel to assertsuch legal defenses and to otherwise participate in the defense of suchProceedings on behalf of such Indemnified Person.  Upon receipt of notice from the IndemnifyingParty to such Indemnified Person of its election so to assume the defense ofsuch Proceedings and approval by such Indemnified Person of counsel, theIndemnifying Party shall not be liable to such Indemnified Person for expensesincurred by such Indemnified Person in connection with the defense thereof(other than reasonable costs of investigation) unless (i) such IndemnifiedPerson shall have employed separate counsel in connection with the assertion oflegal defenses in accordance with the proviso to the next preceding sentence(it being understood, however, that the Indemnifying Party shall not be liablefor the expenses of more than one separate counsel, approved by Investor,representing the Indemnified Persons who are parties to such Proceedings), (ii)the Indemnifying Party shall not have employed counsel reasonably satisfactoryto such Indemnified Person to represent such Indemnified Person within areasonable time after notice of commencement of the Proceedings or (iii) theIndemnifying Party shall have authorized in writing the employment of counselfor such Indemnified Person.

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## (c)           The Indemnifying Party shall not beliable for any settlement of any Proceedings effected without its written consent(which consent shall not be unreasonably withheld).  If any settlement of any Proceeding isconsummated with the written consent of the Indemnifying Party or if there is afinal judgment for the plaintiff in any such Proceedings, the Indemnifying Partyagrees to indemnify and hold harmless each Indemnified Person from and againstany and all losses, claims, damages, liabilities and expenses by reason of suchsettlement or judgment in accordance with, and subject to the limitations of,the provisions of this Section 8.  TheIndemnifying Party shall not, without the prior written consent of anIndemnified Person (which consent shall not be unreasonably withheld), effectany settlement of any pending or threatened Proceedings in respect of whichindemnity has been sought hereunder by such Indemnified Person unless (a) suchsettlement includes an unconditional release of such Indemnified Person in formand substance satisfactory to such Indemnified Person from all liability on theclaims that are the subject matter of such Proceedings and (b) does not includeany statement as to or any admission of fault, culpability or a failure to actby or on behalf of any Indemnified Person.

# 9.             Survival of Representations andWarranties, Etc.  Notwithstanding anyinvestigation at any time made by or on behalf of any party hereto, allrepresentations, warranties and covenants made in this Agreement will survivethe execution and delivery of this Agreement and the Closing Date, except thatthe representations and warranties made in Sections 3(n), (o) (p), (r), (s) and(w)-(z) will only survive for a period of three (3) years after the ClosingDate.

# 10.           Termination.

## (a)           This Agreement shall automaticallyterminate:

### (i)      If the Company has not filed the AgreementMotion with the bankruptcy Court by February 15, 2007;

### (ii)     If the Bankruptcy Court has not entered theAgreement Order by March 30, 2007, but in no event later than the date theBankruptcy Court approved the Disclosure Statement; or

### (iii)    If the purchase and sale contemplated bySection 2(a) have not occurred by June 30, 2007.

## (b)           The Investor may terminate thisAgreement:

### (i)      If the Backstop Fee has not been paid bythe first Business Day after the tenth day following the entry of the AgreementOrder;

### (ii)     If any Expiration Time Fee has not beenpaid as required by Section 1(g);

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### (iii)    Upon the failure of any of the conditionsset forth in Section 7 to be satisfied, which failure is incapable of cure byJune 30, 2007;

### (iv)    If the Company makes a public announcement, entersinto an agreement or files any pleading or document with the Bankruptcy Courtevidencing its intention to support, or otherwise supports, any CompetingTransaction; or

### (v)     If there shall have occurred any act ofterrorism, or a credible threat, attempt or conspiracy with respect to an actof terrorism, relating to a major commercial airport in the United States,Western Europe or on the Company’s route system or with respect to a UnitedStates, Western European or Asian commercial aircraft on the Company’s routesystem, which act, threat, attempt or conspiracy causes the Federal AviationAdministration (or other applicable non-U.S. regulatory entity) to (i) closeany major United States, Western European or Asian commercial airport on the Company’sroute system for a period of at least 48 hours, (ii) ground United States domesticcommercial flights for a period of at least 48 hours or (iii) ground NorthwestAirlines commercial flights for a period of at least 48 hours, and the Investorconcludes in its reasonable judgment that it is inadvisable to proceed with thepurchase of the ECA Shares or the reoffer thereof.

## (c)           The Company may terminate thisAgreement at any time prior to the entry of the Agreement Order, by givingwritten notice to the Investor of its determination not to proceed with thetransactions contemplated hereby, whereupon this Agreement will terminate.

## (d)           If this Agreement is terminated bythe Company pursuant to Section 10(c), or if this Agreement terminatedautomatically pursuant to Section 10(a)(i) or (ii) and at the time of suchtermination the Investor is in compliance in all material respects with itsobligations under this Agreement, then, subject to the approval of theBankruptcy Court, the Company shall pay the Investor $7,500,000 (the “TerminationFee”), and, in any event, the Company shall pay to the Investor anyTransaction Expenses and any other amounts certified by the Investor to be dueand payable hereunder that have not been paid theretofore.  Payment of the amounts due under this Section10(d) will be made by wire transfer of immediately available funds to the accountor accounts specified by the Investor at least 24 hours in advance to the Company.  The provision for the payment of theTermination Fee is an integral part of the transactions contemplated by thisAgreement, and without this provision the Investor would not have entered intothis Agreement and shall, subject to the approval of the Bankruptcy Court,constitute an administrative expense of the Company under section 364(c)(1) ofthe Bankruptcy Code.  Accordingly, ifpayment shall become due and payable pursuant to this Section, and suit iscommenced which results in a final judgment against the Company no longersubject to appeal, the Company shall pay to the Investor its costs andexpenses, including attorneys’ fees, in connection with collecting or enforcingits rights and remedies hereunder.

** **

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## (e)           In no event will the Termination Fee,if any, be refundable upon termination of this Agreement pursuant to thisSection 10.

## (f)            Upon termination under this Section10, the covenants and agreements made by the parties herein under Sections1(g), 2(b), 2(c), 8, 9, 10(d) and 11 through 19 will survive indefinitely inaccordance with their terms.

# 11.           Notices.  All notices and other communications inconnection with this Agreement will be in writing and will be deemed given (andwill be deemed to have been duly given upon receipt) if delivered personally,sent via electronic facsimile (with confirmation), mailed by registered orcertified mail (return receipt requested) or delivered by an express courier(with confirmation) to the parties at the following addresses (or at such otheraddress for a party as will be specified by like notice):

## (a)           If to Investor, to:

(i)            J.P.Morgan Securities Inc.

c/o JPMorgan Chase Bank,N.A.270 Park Avenue, 17th FloorNew York, New York  10017Attention: Neelima VeluvoluTelephone: (212) 270-2150Telecopy No. (646)-792-3855neelima.veluvolu@jpmorgan.com

and

J.P. Morgan SecuritiesInc.c/o JPMorgan Chase Bank, N.A.270 Park Avenue, 17th FloorNew York, New York  10017Attention: Karoline KaneTelephone: (212) 270-0033Telecopy No. (646)-792-3855Karoline.kane2@jpmchase.com

with copies to:

Cahill Gordon& Reindel LLP80 Pine StreetNew York, New York  10005Attention:  Gerald S. Tanenbaum                   Stephen A. GreeneFax:  (212) 269-5420

and to:

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Cronin & Vris,LLP380 Madison Avenue, 24th FloorNew York, New York  10017Attention:  Denis F. Cronin                    Jane Lee VrisFax:  (212) 883-1314

## (b)           If to the Company, to:

Northwest AirlinesCorporation2700 Lone Oak ParkwayEagan, Minnesota 55121Attention: Neal Cohen      Executive Vice President and Chief FinancialOfficerFax:  (612) 72-4041

Attention: Michael Miller       Vice President—Law and SecretaryFax:  (612) 726-7123

with a copy to:

Cadwalader, Wickersham& Taft LLPOne World Financial CenterNew York, New York 10281Attention: Dennis J. BlockFax: (212)-504-6666

# 12.           Assignment; ThirdParty Beneficiaries.  Neither thisAgreement nor any of the rights, interests or obligations under this Agreementwill be assigned by any of the parties (whether by operation of law orotherwise) without the prior written consent of the other party.Notwithstanding the previous sentence, this Agreement, or the Investor’sobligations hereunder, may be assigned, delegated or transferred, in whole orin part, by the Investor to any Affiliate (as defined in Rule 12b-2under the Exchange Act) of the Investor over which the Investor or any of itsAffiliates exercises investment authority, including, without limitation, withrespect to voting and dispositive rights; provided, that any such assigneeassumes the obligations of the Investor hereunder and agrees in writing to bebound by the terms of this Agreement in the same manner as the Investor.  Notwithstanding the foregoing or any otherprovisions herein, no such assignment will relieve the Investor of itsobligations hereunder if such assignee fails to perform such obligations.Except as provided in the sixth paragraph of this Agreement and the lastsentence of Section 2(a) with respect to Ultimate Purchasers, and except asprovided in Section 8 with respect to the Indemnified Parties, this Agreement(including the documents and instruments referred to in this Agreement) is notintended to and does not confer upon any person other than the parties heretoany rights or remedies under this Agreement. Notwithstanding the foregoing, the Investor may direct the Company, bynotice given to the Company at least one Business Day prior to the Closing 

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Date, to deliver the number of ECA Shares to bepurchased by an Ultimate Purchaser to such Ultimate Purchaser, in which casepayment for such ECA Shares will be made directly to the Company by suchUltimate Purchaser; provided that in no such case shall the Investor be relievedof its obligation to pay for such ECA Shares in the event the Ultimate Purchaserdoes not so pay, and no Ultimate Purchaser shall obtain any rights of theInvestor under this Agreement.  Notwithstandingthe foregoing or any other provisions hereof, the Investor may not assign anyof its rights or obligations under this Agreement to the extent such assignmentwould violate applicable securities laws.

# 13.           Prior Negotiations; EntireAgreement.  This Agreement (includingthe exhibits hereto and the documents and instruments referred to in this Agreement)constitutes the entire agreement of the parties and supersedes all prioragreements, arrangements or understandings, whether written or oral, betweenthe parties with respect to the subject matter of this Agreement, except thatthe parties hereto acknowledge that any confidentiality agreements heretoforeexecuted among the parties will continue in full force and effect.

# 14.           GOVERNING LAW; VENUE.  THIS AGREEMENT WILL BE GOVERNED AND CONSTRUEDIN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.  THE INVESTOR HEREBY IRREVOCABLY SUBMITS TOTHE JURISDICTION OF, AND VENUE IN, THE UNITED STATES BANKRUPTCY COURT FOR THESOUTHERN DISTRICT OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS.

# 15.           Counterparts.  This Agreement may be executed in any numberof counterparts, all of which will be considered one and the same agreement andwill become effective when counterparts have been signed by each of the partiesand delivered to the other party (including via facsimile or other electronictransmission), it being understood that each party need not sign the samecounterpart.

# 16.           Waivers and Amendments.  This Agreement may be amended, modified, superseded,cancelled, renewed or extended, and the terms and conditions of this Agreementmay be waived, only by a written instrument signed by the parties or, in thecase of a waiver, by the party waiving compliance, and subject, to the extentrequired, to the approval of the Bankruptcy Court.  No delay on the part of any party inexercising any right, power or privilege pursuant to this Agreement willoperate as a waiver thereof, nor will any waiver on the part of any party ofany right, power or privilege pursuant to this Agreement, nor will any singleor partial exercise of any right, power or privilege pursuant to thisAgreement, preclude any other or further exercise thereof or the exercise ofany other right, power or privilege pursuant to this Agreement.  The rights and remedies provided pursuant tothis Agreement are cumulative and are not exclusive of any rights or remedieswhich any party otherwise may have at law or in equity.

# 17.           Headings.  The headings in this Agreement are forreference purposes only and will not in any way affect the meaning orinterpretation of this Agreement.

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# 18.           Specific Performance.  The parties acknowledge and agree that anybreach of the terms of this Agreement would give rise to irreparable harm forwhich money damages would not be an adequate remedy, and, accordingly, theparties agree that, in addition to any other remedies, each will be entitled toenforce the terms of this Agreement by a decree of specific performance withoutthe necessity of proving the inadequacy of money damages as a remedy andwithout the necessity of posting bond.

# 19.           Guarantee of Company Obligations.  All obligations of the Company hereunder arehereby unconditionally guaranteed by Northwest Airlines, Inc., a Minnesota corporation(the “Guarantor”).

[*Signature Page Follows*]

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If the foregoing is in accordance with yourunderstanding, please sign and return to us a counterpart hereof, and upon theacceptance hereof by you, this letter and such acceptance hereof willconstitute a binding agreement between you and (subject to the approval of theBankruptcy Court) the Company and the Guarantor.
|                             | Very truly yours,                  |
|----------------------------------|------------------------------------|
| ** **                       | **NORTHWEST AIRLINES CORPORATION** |
| ** **                       | ** **                         |
|                             | By:                                | /s/ Neal Cohen |
|                             |                               | Name: Neal Cohen |
|                             |                               | Title: Executive Vice President and |
|                             |                               | Chief Financial Officer |
|                             |                               |   |
| ** **                       | **NORTHWEST AIRLINES, INC.,**      |
|                             | as Guarantor                       |
|                             |                               |
|                             | By:                                | /s/ Neal Cohen |
|                             |                               | Name: Neal Cohen |
|                             |                               | Title: Executive Vice President and |
|                             |                               | Chief Financial  Officer |
|                             |                               |   |
| Accepted as of  the date hereof: |                               |   |
|                             |                               |   |
| **J.P.  MORGAN SECURITIES INC.** | ** **                         | ** ** |
| ** **                       | ** **                         | ** ** |
| By:                              | /s/ John Abate                     |   |   |
|                             | Name: John Abate                   |   |   |
|                             | Title: Managing Director           |   |   |

 

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Exhibit ATerm Sheet
| Key  parameters:

  | **Disclosure Statement**

** **

The  Disclosure Statement (as defined in Section 5(b) of the Equity Commitment  Agreement (the “ECA”)) shall:

 

n  be  consistent with the Business Plan (as defined in Section 3(w) of the ECA);

 

n  reflect  EBITDARF in excess of $5.4 billion for fiscal year 2007;

 

n  not  be inconsistent with the conditions to confirmation, and the effectiveness of  the Amended Plan and any waivers of such conditions shall not be inconsistent  with the provisions of the ECA and this Term Sheet;

 

n  not  differ in any material respect from the draft Disclosure Statement provided  to the Investor on February 9, 2007.

 

**Financial Conditions to Closing**

** **

n  Pro  forma unrestricted Cash Liquidity at emergence must be greater than $2.0 billion.

 

n  The  sum of Company (i) Indebtedness; (ii) 1-year forward GAAP aircraft rents  multiplied by 7.0; and (iii) preferred equity must not exceed $9.5 billion,  on a consolidated basis, at emergence.

 

n  The  fully diluted share count at the Closing Date after giving effect to the sale  of the ECA Shares shall not exceed 271,977,778 unless the Company sells up to  $150 million of shares to the Third Party Purchaser for an amount not less  than the Purchase Price, which when included implies an aggregate share count  that shall not exceed 277,533,333.

 

n  The  Company will use the net proceeds from the sale of the ECA Shares for general  corporate purposes.

 

n  The  Final Agreement Order will provide for the release and exculpation of the  Investor and the Ultimate Purchasers and their affiliates, representatives  and advisors as set forth in Section 5(a) of the ECA.

  |  

  |
|--------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|

 

Fullydiluted share count parameters:
| ** **                 | ** ** | **Share count** | ** ** |
|----------------------------|------------|----------------------|------------|
| n Pre  offering       |       | 244,200,000          | (1)        |
| n Sale of  ECA Shares |       | 27,777,778           |       |
| n Pro forma total     |       | 271,977,778          | (1)        |

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(1)Both the pre-offering total share count of 244,200,000 (which is available tounsecured creditors under the Amended Plan and to employees, management anddirectors as stock grants) and the pro forma total share count of 271,977,778include shares to be issued on the Effective Date pursuant to the Amended Planplus "Calculated Option Shares" issued or issuable as of such date. 

"CalculatedOption Shares" means all shares issued or issuable pursuant to options(not to include options granted to employ-ees, management and directors of theCompany, which are addressed below), warrants and convertible or exchangeablese-curities, and the number of Calculated Option Shares shall be determined bydividing (i) the aggregate Black-Scholes Formula valuation (using the average100 day trailing volatility for publicly traded mainline carriers including AMRCorporation, US Airways Group, Inc., Continental Airlines, Inc. and UALCorporation, to the extent that it is publicly traded on the NYSE or NASDAQ atthe time of calculation) of all of such options, warrants and convertible orexchangeable securities by (ii) $30.00.  

Neitherthe pre-offering total share count nor the pro forma total share count includes(i) up to $150,000,000 of New Com-mon Stock that may be issued to a Third PartyPurchaser at a price not less than $27.00 per share and (ii) shares underlyingoptions granted to employees, management and directors of the Company, whichshall be issued with market strike prices.

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| Definitions: | n  Capitalized  undefined terms have the meanings set forth in the Equity Commitment Agreement.

 

n  “Cash  Liquidity” means, at any time, the sum of (a) unrestricted cash and cash  equivalents of the Company and its Subsidiaries at such time and (b)  unrestricted short-term investments of the Company and its Subsidiaries at  such time.

 

n  “EBITDARF”  means, for any period, without duplication, the consolidated operating income  of the Company and its Subsidiaries for such period (calculated in accordance  with GAAP and in a manner consistent with the consolidated financial  statements of the Company and its Subsidiaries) plus:

 

(i)  consolidated aircraft operating rental expenses of the Company and its  Subsidiaries that were deducted in arriving at the amount of such consolidated  operating income for such period;

 

(ii)  amortization and depreciation that were deducted in arriving at the amount of  such consolidated operating income for such period;

 

(iii)  interest income of the Company and its Subsidiaries during such period;

 

(iv)  all government reimbursements in cash received during such period for losses  incurred as a result of developments affecting the aviation industry  (including, without limitation, terrorist acts and epidemic diseases);

 

(v)  any non-recurring non-cash charges of the Company and its Subsidiaries  recorded during such period (excluding any such charge incurred in the  ordinary course of business that constitutes an accrual of or a reserve for  cash charges for any future period), all as determined on a consolidated  basis in accordance with GAAP; provided, however, that cash payments made in  such period or in any future period in respect of such non-cash charges  (excluding any such charge incurred in the ordinary course of business that  constitutes an accrual of or a reserve for cash charges for any future  period) shall be subtracted in calculating EBITDARF in the period when such  payments are made;

 

(vi)  non-cash non-recurring charges during such period resulting from the Company’s  fleet restructuring and professional fees and other direct bankruptcy costs  related to the Proceedings; provided, however, that cash payments made in  such period or in any future period in respect of such noncash charges (excluding  any such charge incurred in the ordinary course of business that constitutes  an accrual of or a reserve for cash charges for any future period) shall be  subtracted in calculating EBITDARF in the period when such payments are made,  and provided further that EBITDARF shall be calculated without giving effect  to any acceleration of flight equipment rental expense after the Closing Date  required as a result of the Company’s decision to remove an aircraft or  aircraft class from the operating fleet of the Company; and

 

(vii)  mainline fuel expenses for such period, consistent with the “Aircraft, fuel  and taxes” line item of the Company’s regulatory filings, not to include  regional carrier fuel expenses.

 

n  “Indebtedness”  means, as to any person, without duplication:

 

(i)  all indebtedness (including principal, interest, fees and charges) of such  person for borrowed money or for the deferred purchase price of property or  services but excluding trade accounts payable and accrued expenses incurred  in the ordinary course of business;

 

(ii)  all indebtedness of the types described in clause (i), (iii) or (iv) of this  definition secured by any lien on any property owned by such person, whether  or not such indebtedness has been assumed by such person (to the extent of  the value of the respective property);

 

(iii)  capital lease obligations; and

 

(iv)  all hedging obligations under any interest rate protection agreement.

 

n   “Subsidiary”  means (i) any corporation more than 50% of whose stock having by the terms  thereof ordinary voting power to elect a majority of the directors of such  corporation (irrespective of whether or not at the time stock of any other  class or classes of such corporation shall have or might have voting power by  reason of the happening of any contingency) is at the time owned by such  person and/or one or more Subsidiaries of such person and (ii) any partnership,  limited liability company, association, joint venture or other entity in  which such person and/or one or more Subsidiaries of such person has more  than a 50% equity interest at the time; provided, however, that LAX Two Corp.  and its Subsidiaries shall be deemed not to be Subsidiaries of the Company or  any of its Subsidiaries for purposes of this Term Sheet.

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**Exhibit B**

RegistrationRights Agreement:

(i) all shares of NewCommon Stock acquired pursuant to the Equity Commitment Agreement by theInvestors, the Ultimate Purchasers and their successors, assigns andtransferees (collectively, “Holders”) on the Closing Date and all shares of NewCommon Stock acquired pursuant to the Amended Plan, to the extent such sharesare required to be registered under the Securities Act in connection with theresale thereof, shall constitute “registrable securities”;

(ii) the initial shelfregistration statement shall be kept effective until two years after the laterof the date on which it becomes effective and the Closing Date;

(iii) in addition to suchinitial shelf registration statement, the Holders shall have unlimited demandand piggyback registration rights (subject to reasonable minimum amounts to beincluded in any demand);

(iv) the Company shallprovide reasonable cooperation and assistance of the type described in aregistration rights agreement for registered offerings if any of the Holderselects to sell its shares pursuant to a private placement or similartransaction (including providing due diligence access);

(v) provide forunderwritten offerings; and

(vi) representations andwarranties and indemnities and contribution of the type made in a customaryunderwriting agreements for an underwritten public offering.

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