**Exhibit 10.1**

 

 

$1,225,000,000

SUPER PRIORITY DEBTOR INPOSSESSION AND EXIT CREDIT AND GUARANTEE AGREEMENT

 

Among

**CITICORPUSA, INC.**

Administrative Agent

| **JPMORGAN CHASE BANK, N.A.** |   | **DEUTSCHE  BANK SECURITIES INC** |
|-------------------------------|--------|-----------------------------------|
| Syndication Agent             |   | Documentation Agent               |

 

| **MORGAN STANLEY SENIOR FUNDING, INC.** |   | **CALYON  NEW YORK BRANCH** |
|-----------------------------------------|--------|-----------------------------|
| Co-Syndication  Agent                   |   | Co-Documentation  Agent     |

 

**U.S.BANK NATIONAL ASSOCIATION**

Agent

| **CITIGROUP GLOBAL MARKETS INC.**            |   | **CITIGROUP  GLOBAL MARKETS INC.**           |
|----------------------------------------------|--------|----------------------------------------------|
| **J.P.  MORGAN SECURITIES INC.**             |   | **DEUTSCHE  BANK SECURITIES INC.**           |
| Joint Lead  Arrangers and Joint Book Runners |   | Joint Lead  Arrangers and Joint Book Runners |
| for the DIP  Facilities                      |   | for the Exit  Facilities                     |

 

| **MORGAN STANLEY SENIOR FUNDING, INC.** |   | **CALYON  NEW YORK BRANCH** |
|-----------------------------------------|--------|-----------------------------|
| Co-Arranger                             |   | Co-Arranger                 |

 

**NORTHWEST AIRLINES, INC.**,

as Borrower

**NORTHWEST AIRLINES CORPORATION,NORTHWEST AIRLINES HOLDINGS****CORPORATION**and **NWA INC.**, 

as Guarantors,

and

The Several Lenders

from Time to TimeParties Hereto

Dated as of August21, 2006

 

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**TABLE OFCONTENTS**
|                                                  |   |                                                          |   | **Page** |
|--------------------------------------------------|--------|---------------------------------------------------------------|--------|----------|
|                                             |   |                                                          |   |     |
| SECTION 1 DEFINITIONS                            |   | 2                                                             |
|                                             |   |                                                          |
| 1.1                                              |   | Defined Terms                                                 |   | 2        |
| 1.2                                              |   | Other Definitional Provisions                                 |   | 21       |
|                                             |   |                                                          |   |     |
| SECTION 2 AMOUNT AND TERMS OF COMMITMENTS        |   | 21                                                            |
|                                             |   |                                                          |
| 2.1                                              |   | Term Commitments                                              |   | 21       |
| 2.2                                              |   | Procedure for Term Loan Borrowing                             |   | 22       |
| 2.3                                              |   | Repayment of Term Loans                                       |   | 22       |
| 2.4                                              |   | Revolving Commitments                                         |   | 22       |
| 2.5                                              |   | Procedure for Revolving Loan Borrowing                        |   | 22       |
| 2.6                                              |   | Letter of Credit Subcommitment                                |   | 23       |
| 2.7                                              |   | Procedure for Issuance of Letter of Credit                    |   | 24       |
| 2.8                                              |   | L/C Fees and Other Charges                                    |   | 24       |
| 2.9                                              |   | L/C Participations                                            |   | 24       |
| 2.10                                             |   | Reimbursement Obligation of the Borrower                      |   | 25       |
| 2.11                                             |   | Obligations Absolute                                          |   | 25       |
| 2.12                                             |   | Letter of Credit Payments                                     |   | 26       |
| 2.13                                             |   | Applications                                                  |   | 26       |
| 2.14                                             |   | Commitment and Administrative Fees                            |   | 26       |
|                                             |   |                                                          |   |     |
| SECTION 3 GENERAL PROVISIONS APPLICABLE TO LOANS |   | 26                                                            |
|                                             |   |                                                          |
| 3.1                                              |   | Optional Prepayments                                          |   | 26       |
| 3.2                                              |   | Mandatory Prepayments                                         |   | 27       |
| 3.3                                              |   | Conversion and Continuation Options                           |   | 28       |
| 3.4                                              |   | Limitations on Eurodollar Tranches                            |   | 28       |
| 3.5                                              |   | Interest Rates and Payment Dates                              |   | 28       |
| 3.6                                              |   | Computation of Interest and Fees                              |   | 29       |
| 3.7                                              |   | Inability to Determine Interest Rate                          |   | 29       |
| 3.8                                              |   | Pro Rata Treatment and Payments                               |   | 30       |
| 3.9                                              |   | Requirements of Law                                           |   | 31       |
| 3.10                                             |   | Taxes                                                         |   | 32       |
| 3.11                                             |   | Indemnity                                                     |   | 34       |
| 3.12                                             |   | Change of Lending Office                                      |   | 34       |
| 3.13                                             |   | Replacement of Lenders                                        |   | 34       |
| 3.14                                             |   | Super Priority Nature of Obligations and Lenders’  Liens |   | 35       |
|                                             |   |                                                          |   |     |
| SECTION 4 REPRESENTATIONS AND WARRANTIES         |   | 36                                                            |
|                                             |   |                                                          |
| 4.1                                              |   | Financial Condition; Financial Outlook                        |   | 36       |
| 4.2                                              |   | No Change                                                     |   | 37       |
| 4.3                                              |   | Corporate Existence; Compliance with Law                      |   | 37       |
| 4.4                                              |   | Corporate Power; Authorization; Enforceable  Obligations      |   | 37       |
| 4.5                                              |   | No Legal Bar                                                  |   | 38       |
| 4.6                                              |   | Litigation                                                    |   | 38       |
| 4.7                                              |   | Ownership of the Pool Assets                                  |   | 38       |

 

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| 4.8                             |   | Federal Regulation                                      |   | 38     |
|---------------------------------|--------|---------------------------------------------------------|--------|--------|
| 4.9                             |   | ERISA                                                   |   | 38     |
| 4.10                            |   | Investment Company Act                                  |   | 39     |
| 4.11                            |   | Subsidiaries                                            |   | 39     |
| 4.12                            |   | Use of Proceeds                                         |   | 39     |
| 4.13                            |   | True and Complete Disclosure                            |   | 39     |
| 4.14                            |   | Air Carrier                                             |   | 39     |
| 4.15                            |   | Pacific Routes                                          |   | 39     |
| 4.16                            |   | Slot Utilization                                        |   | 39     |
| 4.17                            |   | Foreign Slot Utilization                                |   | 39     |
| 4.18                            |   | Route Utilization                                       |   | 40     |
| 4.19                            |   | Security Documents                                      |   | 40     |
| 4.20                            |   | Secured, Super-Priority Obligations                     |   | 40     |
|                            |   |                                                    |   |   |
| SECTION 5 CONDITIONS PRECEDENT  |   | 41                                                      |
|                            |   |                                                    |
| 5.1                             |   | Conditions to Initial Extension of Credit               |   | 41     |
| 5.2                             |   | Conditions to Each Extension of Credit                  |   | 43     |
| 5.3                             |   | Exit Facilities Option                                  |   | 43     |
| 5.4                             |   | Conditions to Exit Facilities Option                    |   | 43     |
| 5.5                             |   | Conversion to Exit Facilities                           |   | 45     |
|                            |   |                                                    |   |   |
| SECTION 6 AFFIRMATIVE COVENANTS |   | 45                                                      |
|                            |   |                                                    |
| 6.1                             |   | Financial Statements                                    |   | 46     |
| 6.2                             |   | Certificates; Other Information                         |   | 46     |
| 6.3                             |   | Payment of Taxes                                        |   | 48     |
| 6.4                             |   | Maintenance of Existence; Compliance                    |   | 48     |
| 6.5                             |   | Maintenance of Property; Insurance                      |   | 48     |
| 6.6                             |   | Inspection of Property; Books and Records;  Discussions |   | 48     |
| 6.7                             |   | Notices                                                 |   | 49     |
| 6.8                             |   | Performance of Obligations                              |   | 49     |
| 6.9                             |   | End of Fiscal Years; Fiscal Quarters                    |   | 49     |
| 6.10                            |   | Air Carrier                                             |   | 49     |
| 6.11                            |   | ERISA                                                   |   | 49     |
| 6.12                            |   | Security Interests; Additional Collateral               |   | 50     |
| 6.13                            |   | Gate Utilization                                        |   | 50     |
| 6.14                            |   | Slot Utilization                                        |   | 51     |
| 6.15                            |   | Foreign Slot Utilization                                |   | 51     |
| 6.16                            |   | Route Utilization; Route Reporting                      |   | 51     |
| 6.17                            |   | Chapter 11 Cases                                        |   | 52     |
|                            |   |                                                    |   |   |
| SECTION 7 NEGATIVE COVENANTS    |   | 52                                                      |
|                            |   |                                                    |
| 7.1                             |   | Financial Condition Covenants                           |   | 53     |
| 7.2                             |   | Indebtedness                                            |   | 53     |
| 7.3                             |   | Liens                                                   |   | 54     |
| 7.4                             |   | Fundamental Changes                                     |   | 55     |
| 7.5                             |   | Disposition of Pool Assets                              |   | 55     |
| 7.6                             |   | Restricted Payments                                     |   | 56     |
| 7.7                             |   | Transactions with Affiliates                            |   | 56     |

 

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| 7.8                         |   | Lines of Business                                      |   | 57     |
|-----------------------------|--------|--------------------------------------------------------|--------|--------|
| 7.9                         |   | ERISA                                                  |   | 57     |
| 7.10                        |   | Investments                                            |   | 57     |
| 7.11                        |   | Acquisitions.                                          |   | 57     |
| 7.12                        |   | Chapter 11 Claims; Adequate Protection.                |   | 58     |
| 7.13                        |   | The DIP Order.                                         |   | 58     |
|                        |   |                                                   |   |   |
| SECTION 8 EVENTS OF DEFAULT |   | 58                                                     |
|                        |   |                                                   |
| SECTION 9 GUARANTY          |   | 63                                                     |
|                        |   |                                                   |
| 9.1                         |   | The Guaranty                                           |   | 63     |
| 9.2                         |   | Bankruptcy                                             |   | 63     |
| 9.3                         |   | Nature of Liability                                    |   | 63     |
| 9.4                         |   | Independent Obligation                                 |   | 63     |
| 9.5                         |   | Authorization                                          |   | 63     |
| 9.6                         |   | Reliance                                               |   | 64     |
| 9.7                         |   | Subordination                                          |   | 64     |
| 9.8                         |   | Waiver                                                 |   | 64     |
| 9.9                         |   | Limitation on Enforcement                              |   | 65     |
|                        |   |                                                   |   |   |
| SECTION 10 THE AGENTS       |   | 65                                                     |
|                        |   |                                                   |
| 10.1                        |   | Appointment                                            |   | 65     |
| 10.2                        |   | Delegation of Duties                                   |   | 65     |
| 10.3                        |   | Exculpatory Provisions                                 |   | 65     |
| 10.4                        |   | Reliance by Agents                                     |   | 66     |
| 10.5                        |   | Notice of Default                                      |   | 66     |
| 10.6                        |   | Non-Reliance on Agents and Other Lenders               |   | 66     |
| 10.7                        |   | Indemnification                                        |   | 67     |
| 10.8                        |   | Agent in Its Individual Capacity                       |   | 67     |
| 10.9                        |   | Successor Administrative Agent                         |   | 67     |
| 10.10                       |   | Other Agents                                           |   | 67     |
|                        |   |                                                   |   |   |
| SECTION 11 MISCELLANEOUS    |   | 68                                                     |
|                        |   |                                                   |
| 11.1                        |   | Amendments and Waivers                                 |   | 68     |
| 11.2                        |   | Notices                                                |   | 69     |
| 11.3                        |   | No Waiver; Cumulative Remedies                         |   | 70     |
| 11.4                        |   | Survival of Representations and Warranties             |   | 70     |
| 11.5                        |   | Payment of Expenses and Taxes                          |   | 70     |
| 11.6                        |   | Successors and Assign; Participations and  Assignments |   | 71     |
| 11.7                        |   | Adjustments; Set-off                                   |   | 73     |
| 11.8                        |   | Counterparts                                           |   | 73     |
| 11.9                        |   | Severability                                           |   | 73     |
| 11.10                       |   | Integration                                            |   | 73     |
| 11.11                       |   | **GOVERNING LAW**                                      |   | 74     |
| 11.12                       |   | Submission To Jurisdiction; Waivers                    |   | 74     |
| 11.13                       |   | Acknowledgements                                       |   | 74     |
| 11.14                       |   | Intercreditor Agreement                                |   | 75     |
| 11.15                       |   | Confidentiality                                        |   | 75     |
| 11.16                       |   | **WAIVERS OF JURY TRIAL**                              |   | 75     |
| 11.17                       |   | Termination, Releases of Guarantees and Liens          |   | 75     |

 

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| **SCHEDULES:** |   |                                           |
|----------------|--------|------------------------------------------------|
|           |   |                                           |
| 1.1(a)         |   | Term Commitments                               |   |   |
| 1.1(b)         |   | Revolving Commitments                          |   |   |
| 4.4            |   | Consents, Authorizations, Filings and Notices  |   |   |
| 4.11           |   | Subsidiaries                                   |   |   |
| 7.2(c)         |   | Existing Indebtedness                          |   |   |
| 7.5            |   | Pool Assets                                    |   |   |
|           |   |                                           |   |   |
| **EXHIBITS:**  |   |                                           |
|           |   |                                           |
| A              |   | Form of Closing Certificate                    |   |   |
| B              |   | Form of Assignment and Acceptance              |   |   |
| C              |   | Form of Exemption Certificate                  |   |   |
| D              |   | Form of Compliance Certificate                 |   |   |
| E              |   | Form of Certificate of Chief Financial Officer |   |   |
| F              |   | Form of DIP Order                              |   |   |
| G              |   | Form of Accession and Novation Agreement       |   |   |
| H              |   | Form of Intercreditor Agreement                |   |   |
| I              |   | Form of Notice of Borrowing                    |   |   |

 

 

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SUPER PRIORITY DEBTOR IN POSSESSION AND EXIT CREDITAND GUARANTEE AGREEMENT, dated as of August 21, 2006, among NORTHWEST AIRLINESCORPORATION, a Delaware corporation, a debtor and debtor in possession underChapter 11 of the Bankruptcy Code (as defined below) or such entity thatbecomes a guarantor and a loan party hereunder pursuant to Section 5.5 herein,as applicable (“Holdings”), NORTHWEST AIRLINES HOLDINGS CORPORATION, aDelaware corporation, a debtor and debtor in possession under Chapter 11 of theBankruptcy Code or such entity that becomes a guarantor and a loan partyhereunder pursuant to Section 5.5 herein, as applicable (“NWAC”), NWAINC., a Delaware corporation, a debtor and debtor in possession under Chapter11 of the Bankruptcy Code or such entity that becomes a guarantor and a loanparty hereunder pursuant to Section 5.5 herein, as applicable (“NWA”),NORTHWEST AIRLINES, INC., a Minnesota corporation, a debtor and debtor inpossession under Chapter 11 of the Bankruptcy Code or such entity that becomesthe borrower and loan party hereunder pursuant to Section 5.5 herein, asapplicable (the “Borrower”), the several banks and other financialinstitutions or entities from time to time parties to this Agreement (the “Lenders”),CITICORP USA, INC.,as Administrative Agent for both the DIP Facilities and the Exit Facilities (insuch capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agentfor both the DIP Facilities and the Exit Facilities (in such capacity, the “SyndicationAgent”), DEUTSCHE BANK SECURITIESINC., as Documentation Agent for both the DIP Facilities and the ExitFacilities (in such capacity, the “Documentation Agent”), MORGAN STANLEYSENIOR FUNDING, INC., as Co-Syndication Agent for both the DIP Facilities andthe Exit Facilities (in such capacity, the “Co-Syndication Agent”),CALYON NEW YORK BRANCH,****asCo-Documentation Agent for both the DIP Facilities and the Exit Facilities****(in such capacity, the “Co-Documentation Agent”), U.S. BANK NATIONAL ASSOCIATION, asAgent for both the DIP Facilities and the Exit Facilities****(insuch capacity, the “Agent”), CITIGROUP GLOBAL MARKETS INC. and****J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers andJoint Bookrunners****for the DIP Facilities (in suchcapacities, the “DIP Joint Lead Arrangers”), CITIGROUP GLOBAL MARKETSINC. and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and JointBookrunners for the Exit Facilities (in such capacity, the “Exit Joint LeadArrangers”, and collectively with the DIP Joint Lead Arrangers, the “JointLead Arrangers”), MORGAN STANLEYSENIOR FUNDING, INC. and CALYON NEW YORK BRANCH, as Co-Arrangers forboth the DIP Facilities and the Exit Facilities (in such capacities, the “Co-Arrangers”).

WITNESSETH:

WHEREAS, capitalized terms used in these recitalsshall have the respective meanings set forth for such terms in Section 1.1 ofthis Agreement;

WHEREAS, on September 14, 2005 (“Petition Date”),Holdings, NWAC, NWA, the Borrower and certain of the Borrower’s domesticSubsidiaries filed voluntary petitions for relief (collectively, the “Cases”)under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Courtfor the Southern District of New York (the “Bankruptcy Court”);

WHEREAS, from andafter the Petition Date, Holdings, NWAC, NWA, the Borrower and suchSubsidiaries are continuing to operate their respective businesses and managetheir respective properties as debtors in possession under Sections 1107 and1108 of the Bankruptcy Code;

WHEREAS, Lenders have agreed to extend certain creditfacilities to the Borrower, in an aggregate amount not to exceed$1,225,000,000, consisting of $1,050,000,000****inaggregate principal amount of Term Loans and up to $175,000,000****in aggregate principal amount of Revolving

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Commitments, the proceeds of which will be used (i) torepay in full all, but not less than all, amounts outstanding under theBorrower’s existing pre-petition Second Amended and Restated Credit andGuarantee Agreement, dated as of April 15, 2005 (as amended to the date hereof,the “Pre-Petition Credit Agreement”), among Borrower, as borrowerthereunder, Guarantors, as guarantors thereunder, the lenders party thereto andJPMorgan Chase Bank, N.A., as administrative agent thereunder, (ii) to payrelated transaction costs, fees and expenses, (iii) to provide working capitalfrom time to time for the Borrower and its Subsidiaries, and (iv) for othergeneral corporate purposes;

WHEREAS, Borrower has agreed to secure all of itsObligations by granting security interests in the Route Collateral pursuant tothe Route Security Agreement; and

WHEREAS, the Lenders have agreed to grant an option toNorthwest Airlines, Inc. to cause the DIP Facilities to be converted to theExit Facilities subject to terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree asfollows:

# SECTION 1 DEFINITIONS

1.1           Defined Terms.  As used in this Agreement, the terms listedin this Section 1.1 shall have the respective meanings set forth in thisSection 1.1.

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to thenext 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on suchday and (b) the Federal Funds Effective Rate in effect on such day plus0.5%.  For the purposes hereof “PrimeRate” shall mean the rate of interest per annum publicly announced fromtime to time by the Reference Lender as its prime rate in effect at itsprincipal office in New York City (the Prime Rate not being intended to be thelowest rate of interest charged by the Reference Lender in connection withextensions of credit to debtors).  Anychange in the ABR due to a change in the Prime Rate or the Federal FundsEffective Rate shall be effective as of the opening of business on the effectiveday of such change in the Prime Rate or the Federal Funds Effective Rate,respectively.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“Accession and Novation Agreement”:  asdefined in Section 5.5(a).

“Acquisition”: an acquisition, the consideration for which is paid (in whole or inpart) in cash (it being understood that any deferred purchase price or assumedIndebtedness due within one year after any such acquisition shall be treated aspaid in cash as of the date of such acquisition), by any Person of (a) theCapital Stock of any other Person which, upon consummation of such acquisition,becomes a Subsidiary of such Person, (b) assets constituting all orsubstantially all of the assets of any other Person, (c) assets constituting anoperating unit or division of any other Person, (d) one or more Routes in asingle transaction or series of related transactions to the extent that thecash consideration for the acquisition of such Routes exceeds $50,000,000, (e)Intellectual Property used in connection with the operation of an air passengeror cargo business by any other Person purchased outside the ordinary course ofbusiness from any such Person in a single transaction or series of relatedtransactions to the extent that the cash consideration for the acquisition ofsuch Intellectual Property exceeds $25,000,000 and (f) Flight Equipment fromany other Person (other than a manufacturer) in a single transaction or seriesof related transactions to the extent the cash consideration for theacquisition of such Flight

2

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Equipment exceeds $100,000,000, including any suchacquisition in connection with the establishment of a low cost air passengerbusiness.

“Administrative Agent”:  as defined in the preamble to this Agreement.

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is incontrol of, is controlled by, or is under common control with, suchPerson.  For purposes of this definition,“control” of a Person means the power, directly or indirectly, either to (a)vote 10% or more of the securities having ordinary voting power for theelection of directors (or persons performing similar functions) of such Personor (b) direct or cause the direction of the management and policies of suchPerson, whether by contract or otherwise.

“Agent”: as defined in the preamble to this Agreement.

“Agents”: the collective reference to the Syndication Agent, the DocumentationAgent, the Co-Syndication Agent, the Co-Documentation Agent, the Agent, theCo-Arrangers, the Joint Lead Arrangers, the Administrative Agent, theCollateral Agent and, for purposes of Section 9 only, the Issuing Lender.

“Aggregate Exposure”:  with respect to any Lender at any time, anamount equal to the sum of (i) the aggregate then unpaid principal amountof such Lender’s Term Loans plus (ii) the amount of such Lender’sRevolving Commitment then in effect or, if the Revolving Commitments have beenterminated, the amount of such Lender’s Revolving Extensions of Credit thenoutstanding.

“Aggregate Exposure Percentage”:  with respect to any Lender at any time, theratio (expressed as a percentage) of such Lender’s Aggregate Exposure at suchtime to the Aggregate Exposure of all Lenders at such time.

“Agreement”: this Super Priority Debtor in Possession and Exit Credit and GuaranteeAgreement, as amended, supplemented or otherwise modified from time to time.

“Applicable Rate”:

(a) with respect to Loans outstanding prior to theExit Facilities Conversion Date, (i)  1.50%,****inthe case of ABR Loans, and (ii) 2.50%, in the case of Eurodollar Loans, and

(b) with respect to Loans outstanding on and after theExit Facilities Conversion Date, (i) at all times when the Total AppraisedValue Ratio is equal to or less than 1.75 to 1.00, (x)****2.00%,****in the case of ABR Loans and (y) 3.00% in the case ofEurodollar Loans, and (ii) at all times when the Total Appraised ValueRatio is greater than 1.75 to 1.00, (x)****1.50%,****in the case of ABR Loans and (Y) 2.50% in the case ofEurodollar Loans, provided that each of the Applicable Rates set forthin this clause (b) shall be increased by 0.50% during such time as the ExitFacilities are assigned a credit rating of less than Ba3 by Moody’s or lessthan BB- by S&P.

“Allocable Prepayment Percentage”:  at any time, the ratio (expressed as apercentage) of (a) the Aggregate Exposure of all Lenders to (b) the sum ofthe Aggregate Exposure of all Lenders plus the aggregate outstanding principalamount of any Pari Passu Obligations at such time.

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“Applicable Appraisal Discount Rate”:  on the date of any valuation done inconnection with an Appraisal, 11.5%; provided that, to the extent theTreasury Rate as determined immediately prior to such Appraisal is greater than8%, the Applicable Appraisal Discount Rate will be increased by an amount equalto the difference between such Treasury Rate and 8%; and provided further that, to the extent the Treasury Rate as determinedimmediately prior to such Appraisal is less than 3%, the Applicable AppraisalDiscount Rate will be decreased by an amount equal to the difference between 3%and such Treasury Rate.

“Application”:  an application, insuch form as the Issuing Lender may reasonably specify from time to time,requesting the Issuing Lender to open a Letter of Credit.

“Appraisal”: an appraisal, dated the date of delivery thereof to the Lenders pursuantto the terms of this Agreement, by Morton, Beyer and Agnew or anotherindependent appraisal firm satisfactory at the time of such Appraisal to theBorrower and the Administrative Agent, setting forth the current fair market valueof the Pacific Routes (as described in the Appraisal) utilizing the ApplicableAppraisal Discount Rate as of the date of such appraisal of each Pool Asset orproposed Pool Asset, as the case may be.

“Appraised Value”:  as of any date of determination, the value asof such date of each Pool Asset or proposed Pool Asset, as the case may be, asset forth in the most recently delivered Appraisal.

“Assignee”: as defined in Section 11.6(c).

“Assignment and Acceptance”:  an Assignment and Acceptance, substantiallyin the form of Exhibit B.

“Assignor”: as defined in Section 11.6(c).

“Available Revolving Commitment”:  asto any Lender at any time, an amount equal to the excess, if any, of (a) suchLender’s Revolving Commitment then in effect over (b) such Lender’sRevolving Extensions of Credit then outstanding.

“Avoidance Actions”:  rights, claimsor causes of action arising under Sections 544, 547, 548 or 550 of theBankruptcy Code and the proceeds thereof, excluding Avoidance Actions relatingto obligations paid with the proceeds of Loans and the Liens securing suchobligations.

“Authorized Officer”:  as to any Loan Party, the Chief ExecutiveOfficer, the President, the Chief Financial Officer or any Vice President andabove who reports directly or indirectly to the Chief Financial Officer of suchLoan Party.

“Base Number of Japanese Foreign Slots”:  at any time, the sum of (a) the total numberof Japanese Foreign Slots at Narita Airport owned by the Borrower as of theClosing Date, plus (b) any Japanese Foreign Slots at Narita Airport acquired bythe Borrower after the Closing Date.

“Benefitted Lender”:  as defined in Section 11.7(a).

**“**Bankruptcy Code**”:  **Title 11 of the United States Codeentitled “Bankruptcy,” as applicable to the Cases, as now and hereafter ineffect, or any applicable successor statute.

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“Bankruptcy Court”:  as defined in the recitals to this Agreement.

“Board”: the Board of Governors of the Federal Reserve System of the UnitedStates (or any successor).

“Borrower”: as defined in the preamble to this Agreement.

“Borrowing Date”:  (a) with respect to the Term Loans, theClosing Date, and (b) with respect to the Revolving Loans, the Closing Dateand, at all times on or after the Exit Facilities Conversion Date, any BusinessDay specified by the Borrower as a date on which the Borrower requests theLenders to make Revolving Loans hereunder in accordance with Section 2.5.

“Business Day”: a day other than a Saturday, Sunday or other day on which commercialbanks in New York City or Minneapolis, Minnesota are authorized or required bylaw to close, provided, that with respect to notices and determinationsin connection with, and payments of principal and interest on, EurodollarLoans, such day is also a day for trading by and between banks in Dollardeposits in the interbank eurodollar market.

“Capital Lease Obligations”:  as to any Person, the obligations of suchPerson to pay rent or other amounts under any lease of (or other arrangementconveying the right to use) real or personal property, or a combinationthereof, which obligations are required to be classified and accounted for ascapital leases on a balance sheet of such Person under GAAP and, for thepurposes of this Agreement, the amount of such obligations at any time shall bethe capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participationsor other equivalents (however designated) of capital stock of a corporation,any and all equivalent ownership interests in a Person (other than acorporation) and any and all warrants, rights or options to purchase any of theforegoing.

“Cases”: as defined in the recitals to this Agreement.

“Cash Liquidity”:  at any time, the sum of (a) unrestricted cashand cash equivalents of Holdings and its Subsidiaries at such time and (b)unrestricted short term investments of Holdings and its Subsidiaries at suchtime.

**“**Carve-Out**”**:  means thefollowing claims:  (a) quarterly feespursuant to 28 U.S.C. § 1930(a)(6), (b) fees payable to the clerk of theBankruptcy Court and any agent thereof, (c) fees and disbursements incurredafter a Carve-Out Event by the Loan Parties’ professionals (other than the LoanParties’ ordinary course professionals) and the professionals of the Committeeretained prior to the Exit Facilities Conversion Date (collectively, the “Professionals”)and, together with any expenses of members of the Committee, allowed by orderof the Bankruptcy Court in the aggregate amount not to exceed $30,000,000, and(d) all fees and expenses of the kind described in the preceding clauses (a),(b) and (c) of this definition incurred prior to a Carve-Out Event but not yetpaid to the extent such fees and expenses are approved by the Bankruptcy Court,subject to the right of the Administrative Agent, the Lenders and any otherparty in interest to object to the award of such fees and expenses; provided,however, that the Carve-Out shall not include, apply to, or be availablefor any fees or expenses incurred by any party, including the Loan Parties, anyCommittee or any Professional in connection with the investigation, initiationor prosecution of any Claims or Defenses (as defined in the DIP Order) against

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the Agents or the Lenders in their respectivecapacities as such; provided, further, that as long as no Eventof Default shall occur and be continuing which entitles the Lenders or anyAgent to exercise remedies against the Collateral and prior to the ExitFacilities Conversion Date, the Loan Parties shall be permitted to pay compensationand reimbursement of expenses allowed and payable under Sections 328, 330 and331 of the Bankruptcy Code or otherwise pursuant to an order of the BankruptcyCourt, as the same may be due and payable, and the same shall not reduce theCarve-Out, subject to the right of the Administrative Agent, the Lenders andany other party in interest to object to such payments; provided, further,that in the event of any inconsistency in the definition of “Carve-Out” betweenthe provisions of this Agreement and the DIP Order, the provisions of the DIPOrder shall govern.

**“**Carve-Out Event**”** as defined in Section 8.

**“**Carve-Out Event Notice**”** as defined in Section 8.

“Certificated Air Carrier”:  a Citizen of the United States holding acarrier operating certificate issued by the Secretary of Transportationpursuant to Chapter 447 of Title 49, for aircraft capable of carrying ten ormore individuals or 6,000 pounds or more of cargo.

“Citicorp”: Citicorp USA, Inc.

“Citizen of the United States”:  shall have the meaning provided in Section40102(a)(15) of Title 49.

**“**Claim**”**:  as defined inSection 101(5) of the Bankruptcy Code.

“Closing Date”: the date on which the conditions precedent set forth in Sections 5.1 and5.2 shall have been satisfied, which date is August 21, 2006.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Co-Documentation Agent”:  as defined in the preamble to this Agreement.

“Co-Syndication Agent”:  as defined in the preamble to this Agreement.

“Collateral”: any of the Pool Assets upon which a Lien is purported to be created byany Security Document, including, without limitation, all Route Collateral.

“Collateral Agent”:  Citicorp, in its capacity as CollateralAgent.

“Commitment”: as to any Lender, the sum of the Term Commitment and the RevolvingCommitment of such Lender.

**“**Committee**”**:  the officialcommittee of unsecured creditors appointed in the Cases pursuant to Section1102 of the Bankruptcy Code on September 30, 2005.

“Commitment Fee Rate”:  0.50% perannum.

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“Commonly Controlled Entity”:  an entity, whether or not incorporated, thatis under common control with the Borrower within the meaning of Section 4001 ofERISA or is part of a group that includes the Borrower and that is treated as asingle employer under Section 414 of the Code.

“Compliance Certificate”:  a certificate substantially in the form ofExhibit D (with such changes as may be approved by the Administrative Agent).

“Consolidated EBITDAR”:  for any period, without duplication, theconsolidated operating income of Holdings and its Subsidiaries for such period(calculated on a consolidated basis in accordance with GAAP and in a mannerconsistent with the consolidated financial statements of Holdings and itsSubsidiaries for the period ended December 31, 2005) plus (i)consolidated aircraft operating rental expenses of Holdings and itsSubsidiaries that were deducted in arriving at the amount of such consolidatedoperating income for such period plus (ii) amortization and depreciationthat were deducted in arriving at the amount of such consolidated operatingincome for such period plus (iii) interestincome of Holdings and its Subsidiaries during such period plus (iv) all government reimbursements in cash for losses incurredas a result of developments affecting the aviation industry (including, withoutlimitation, terrorist acts and epidemic diseases) plus (v) any non-recurring non-cash charges of Holdings and itsSubsidiaries recorded during such period (excluding any such charge incurred inthe ordinary course of business that constitutes an accrual of or a reserve forcash charges for any future period), all as determined on a consolidated basisin accordance with GAAP plus (vi) cash or non-cash non-recurringcharges resulting from the Borrower’s fleet restructuring during the Cases andprofessional fees and other direct bankruptcy costs related to the Cases, provided,however, that cash payments made in such period or in any future periodin respect of such noncash charges (excluding any such charge incurred in theordinary course of business that constitutes an accrual of or a reserve forcash charges for any future period) shall be subtracted in calculatingConsolidated EBITDAR in the period when such payments are made, and providedfurther that Consolidated EBITDAR shall be calculated without givingeffect to any acceleration of flight equipment rental expense after the ClosingDate required as a result of the Borrower’s decision to remove an aircraft oraircraft class from the operating fleet of the Borrower.

“Consolidated Fixed Charges”:  for any period, the total consolidatedinterest expense of Holdings and its Subsidiaries for such period (calculatedwithout regard to any limitations on the payment thereof) plus, without duplication, that portion of Capital Lease Obligationsof Holdings and its Subsidiaries representing the interest factor for suchperiod, plus the total consolidated aircraft operating rental expensesof Holdings and its Subsidiaries for such period, all as determined on aconsolidated basis in accordance with GAAP, provided that ConsolidatedFixed Charges shall be calculated without giving effect to any acceleration offlight equipment rental expense after the Closing Date required as a result ofthe Borrower’s decision to remove an aircraft or aircraft class from theoperating fleet of the Borrower.

“Contingent Obligation”:  as to any Person, any obligation of suchPerson guaranteeing or intended to guarantee any Indebtedness, leases,dividends or other obligations (“primary obligations”) of any otherPerson (other than Holdings or any of its Subsidiaries) (the “primaryobligor”), in any manner, whether directly or indirectly, including anyobligation of such Person, whether or not contingent, (i) to purchase any suchprimary obligation or any property constituting direct or indirect securitytherefor, (ii) to advance or supply funds (x) for the purchase or payment ofany such primary obligation or (y) to maintain working capital or equitycapital of the primary obligor or otherwise to maintain the net worth orsolvency of the primary obligor, (iii) to purchase property, securities orservices primarily for the purpose of assuring the owner of any such primaryobligation of the ability of the

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primary obligor to make payment of such primary obligationor (iv) otherwise to assure or hold harmless the holder of such primaryobligation against loss in respect thereof, provided, however,that the term Contingent Obligation shall not include endorsements ofinstruments for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation shallbe deemed to be an amount equal to the stated or determinable amount of theprimary obligation in respect of which such Contingent Obligation is made (or;if less, the maximum amount of such-primary obligation for which such Personmay be liable pursuant to the terms of the instrument evidencing suchContingent Obligation) or, if not stated or determinable, the maximumreasonably anticipated liability in respect thereof (assuming such Person isrequired to perform thereunder) as determined by such person in good faith.

“Contractual Obligation”:  as to any Person, any provision of anysecurity issued by such Person or of any agreement, instrument or otherundertaking to which such Person is a party or by which it or any of itsproperty is bound.

“Coverage Test”:  at any time, the Total Appraised Value Ratioshall not be less than 150% at such time.

“Currency Exchange Rate Protection Agreement”:  any foreign currency exchange agreement,currency swap agreement or other similar agreement or arrangement entered intofor the purpose of hedging foreign currency risk.

“Default”: any of the events specified in Section 8, whether or not any requirementfor the giving of notice, the lapse of time, or both, has been satisfied.

**“**DIP Facilities**”**:  Facilities prior to the Exit FacilitiesConversion Date.

**“**DIP Order**”**:  an order (in substantially the form of ExhibitF and otherwise in form and substance reasonably satisfactory to theAdministrative Agent) of the Bankruptcy Court pursuant to Section 364 of theBankruptcy Code (i) approving this Agreement and the other Loan Documents,including the granting of the super-priority claims and first priority lienstatus, the waiver of rights under Section 506(c) of the Bankruptcy Code andthe payment of all fees constituting Obligations hereunder,(ii) authorizing the indefeasible payment in full of all (but not lessthan all) obligations under the Pre-Petition Credit Agreement and relateddocuments, including all principal, interest, fees, prepayment premiums andexpenses, and the termination of all commitments thereunder and the terminationof all Liens securing the obligations thereunder, (iii) modifying theautomatic stay to permit the Loan Parties to perform their obligationshereunder and the Lenders and the Collateral Agent to exercise their rights andremedies in accordance with Section 8****of thisAgreement, and (iv) authorizing the incurrence by the Loan Parties ofpermanent post-petition secured and super-priority Indebtedness in accordancewith this Agreement, and as to which order no stay has been entered and whichhas not been reversed, vacated or overturned, and which order has not beenamended, supplemented or otherwise modified in any respect adverse to theLenders without the prior written consent of the Administrative Agent and fromwhich no appeal or motion to reconsider has been timely filed, or if timelyfiled, such appeal or motion to reconsider has been dismissed or denied unlessthe Administrative Agent waives such requirement.

“Discharged Rights and Obligations”:  as defined in Section 5.5(a).

“Disposed Japanese Foreign Slots”:  atany time, the Japanese Foreign Slots at Narita Airport sold, transferred,leased (so long as such lease remains in effect and conveys to another Person

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the right to utilize the relevant Japanese ForeignSlot) or otherwise disposed of by the Borrower after the Closing Date.

“Disposition”:  with respect to anyproperty, any sale, lease, sale and leaseback, assignment, conveyance, transferor other disposition thereof (excluding, however, the creation or imposition ofany Lien).  The terms “Dispose”and “Disposed of” shall have correlative meanings.

“Documentation Agent”:  as defined in the preamble to this Agreement.

“Dollars” and “$”:  dollars inlawful currency of the United States.

“DOT”:  the United States Departmentof Transportation.

“Eligible Transferee”:  a commercialbank, financial institution, other “accredited investor” (as defined inRegulation D of the Securities Act of 1933, as amended), any Person that isengaged in making, purchasing, holding or otherwise investing in commercialloans and similar extensions of credit in the ordinary course of its business,or any Lender Affiliate, other than an airline, a commercial air carrier, anair freight forwarder, an entity engaged in the business of parcel transport byair or other similar Person or a corporation or other entity controlling,controlled by or under common control with such an airline, commercial aircarrier, air freight forwarder, entity engaged in the business of parceltransport by air or other similar Person.

“Environmental Laws”:  any and all foreign, Federal, state, local ormunicipal laws, rules, orders, regulations, statutes, ordinances, codes,decrees, requirements of any Governmental Authority or other Requirements ofLaw (including common law) regulating, relating to or imposing liability orstandards of conduct concerning protection of human health or the environment,as now or may at any time hereafter be in effect.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended fromtime to time.

“ERISA Affiliate”:  each trade or business (whether or notincorporated) that together with Holdings or any of its Subsidiaries would bedeemed to be a “single employer” within the meaning of Section 414(b), (c) or(o) of the Code.

“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurodollar Loan,the aggregate (without duplication) of the maximum rates (expressed as adecimal fraction) of reserve requirements in effect on such day (includingbasic, supplemental, marginal and emergency reserves under any regulations ofthe Board) dealing with reserve requirements prescribed for eurocurrencyfunding (currently referred to as “Eurocurrency liabilities” in Regulation D ofthe Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  with respect to each day during each InterestPeriod pertaining to a Eurodollar Loan, the rate per annum determined on thebasis of the rate for deposits in Dollars for a period equal to such InterestPeriod commencing on the first day of such Interest Period appearing on  page BBAM on the Bloomberg Terminal screen(successor to Page 3750 of the Telerate Service screen) as of 11:00 a.m.,London time, two Business Days prior to the beginning of such interestPeriod.  In the event that such rate doesnot appear on page BBAM on the Bloomberg Terminal screen (or otherwise on suchscreen), the “Eurodollar Base Rate” shall be determined by reference tosuch other comparable

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publicly available service for displaying eurodollarrates as may be selected by the Administrative Agent with the consent of theBorrower, or in the absence of such availability or consent, by reference tothe rate at which the Administrative Agent is offered Dollar deposits at orabout 11:00 a.m., New York City time, two Business Days prior to the beginningof such Interest Period in the interbank eurodollar market where its eurodollarand foreign currency and exchange operations are then being conducted fordelivery on the first day of such Interest Period for the number of dayscomprised therein.

“Eurodollar Loans”:  Loans the rate of interest applicable towhich is based upon the Eurodollar Rate.

“Eurodollar Rate”:  with respect to each day during each InterestPeriod pertaining to a Eurodollar Loan, a rate per annum determined for suchday in accordance with the following formula (rounded upward to the nearest1/100th of 1%):

|        | Eurodollar Base  Rate                     |   |
|--------|-------------------------------------------|--------|
|   | 1.00 -  Eurocurrency Reserve Requirements |   |

 

“Eurodollar Tranche”:  the collective reference to Eurodollar Loansunder a particular Facility the then current Interest Periods with respect toall of which begin on the same date and end on the same later date (whether ornot such Loans shall originally have been made on the same day).

“Event of Default”:  any of theevents specified in Section 8, provided that any requirement for thegiving of notice, the lapse of time, or both, has been satisfied.

“Existing Loan Parties”:  as defined in Section 5.5(a).

**“**Exit Facilities**”** means the Facilities after the Exit Facilities ConversionDate.

**“**Exit Facilities ConversionDate**”**:  the first date on whichthe Exit Facilities Option has been exercised and the conditions to exercisingthe Exit Facilities Option set forth in Section 5.4 are satisfied.

**“**Exit Facilities Option**”**:  asdefined in Section 5.3.

“Facility”: each of (a) the Term Facility and (b) the Revolving Facility, and “Facilities”shall mean the collective reference to the Term Facility and the RevolvingFacility.

“FAA”: the Federal Aviation Administration.

“Federal Funds Effective Rate”:  for any day, the weighted average of therates on overnight federal funds transactions with members of the FederalReserve System arranged by federal funds brokers, as published on the nextsucceeding Business Day by the Federal Reserve Bank of New York, or, if suchrate is not so published for any day that is a Business Day, the average of thequotations for the day of such transactions received by the Reference Lenderfrom three federal funds brokers of recognized standing selected by it.

“Fifth Freedom Rights”:  the operational right pursuant to a bilateraltreaty between the United States and a foreign country to enplane passengertraffic and cargo in such foreign country and deplane it in another foreigncountry.

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“Financial Outlook”:  the multi-year financial outlook for Holdingsand its consolidated Subsidiaries****dated****August 7, 2006.

**“**First Day Orders**”** means all orders entered by the Bankruptcy Court on thePetition Date or within five Business Days of the Petition Date or based onmotions filed on the Petition Date.

“Flight”: (a) the completion of a non-stop passenger and/or cargo flight utilizingthe Pacific Routes from a point of origin in the United States of America to adestination in Japan or China and from a point of origin in Japan or China to adestination in the United States of America and (b) the completion of anon-stop passenger and/or cargo flight utilizing the Pacific Routes (other thana flight described in clause (a) of this definition).

“Flight Equipment”:  any aircraft, airframes or engines and allparts incorporated or installed in or attached or made a part of the aircraft,airframes or engines.

“Foreign Aviation Authorities”:  foreign or governmental, regulatory or otheragency or agencies which exercise jurisdiction over the issuance orauthorization to serve any foreign point on each of the Pacific Routes and/oroperations related to the Pacific Routes and Supporting Route Facilities.

“Foreign Slot”: all of the rights and operational authority, now held or hereafteracquired, of the Borrower to conduct one landing or takeoff operation during aspecific hour or other period at each non-U.S. airport necessary to operate aPacific Route, whether or not utilized by the Borrower.

“Funding Office”:  the office of the Administrative Agentspecified in Section 11.2 or such other office as may be specified from time totime by the Administrative Agent as its funding office by written notice to theBorrower and the Lenders.

“GAAP”: generally accepted accounting principles in the United States as ineffect from time to time.

“Gate Leaseholds”:  at any time, all of the right, title, privilege,interest, and authority now or hereafter acquired or held by the Borrower inconnection with the right to use, operate or occupy space in an airportterminal at which the Borrower conducts scheduled operations for directnon-stop flights (or flights originating at a Northwest Hub) to and within Asiausing the Pacific Routes to the extent such Gate Leasehold is utilized inconnection with the Pacific Routes at such time.  To the extent that the Borrower ceases to useany Gate Leasehold in connection with the Pacific Routes, such Gate Leaseholdshall automatically cease to be a Gate Leasehold hereunder, including, withoutlimitation, for purposes of Section 7.5.

“Governmental Authority”:  any nation or government, any state or otherpolitical subdivision thereof, any agency, authority, instrumentality,regulatory body, court, central bank or other entity exercising executive,legislative, judicial, taxing, regulatory or administrative functions of orpertaining to government, any securities exchange and any self-regulatoryorganization (including the National Association of Insurance Commissioners).

“Guarantors”: the collective reference to Holdings, NWAC and NWA.

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“Hedging Obligations”:  as to any Person, all obligations andliabilities of such Person under any Interest Rate Protection Agreement orCurrency Exchange Rate Protection Agreement, which are payable upon thetermination of such agreement. Hedging Obligations under Specified HedgingAgreements shall be valued on a mark-to-market basis from time to time pursuantto a methodology agreed to among the Borrower, the applicable counterparty, andthe Administrative Agent.

“Holdings”:  as defined in thepreamble to this Agreement.

“Indebtedness”: as to any Person, without duplication, (i) all indebtedness (includingprincipal, interest, fees and charges) of such Person for borrowed money or forthe deferred purchase price of property or services but excluding tradeaccounts payable and accrued expenses incurred in the ordinary course ofbusiness, (ii) the maximum amount available to be drawn under all letters ofcredit issued for the account of such Person and all unpaid drawings in respectof such letters of credit, (iii) all Indebtedness of the types described inclause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by anyLien on any property owned by such Person, whether or not such Indebtedness hasbeen assumed by such Person (to the extent of the value of the respectiveproperty), (iv) Capital Lease Obligations, (v) all obligations of such personto pay a specified purchase price for goods or services, whether or notdelivered or accepted, i.e. take-or-pay and similar obligations, (vi)all Contingent Obligations of such Person and (vii) all Hedging Obligationsunder any Interest Rate Protection Agreement or any Currency Exchange RateProtection Agreement.

“Intellectual Property”:  the collective reference to all rights,priorities and privileges relating to intellectual property, whether arisingunder United States, multinational or foreign laws or otherwise, includingcopyrights, copyright licenses, patents, patent licenses, trademarks, trademarklicenses, technology, know-how and processes, and all rights to sue at law orin equity for infringement or other impairment thereof, including the right toreceive all proceeds and damages therefrom.

“Intercreditor Agreement”:  the Intercreditor Agreement, dated as of theClosing Date, among the Administrative Agent, U.S. Bank National Association,the PBGC, the Borrower and the Guarantors, substantially in the form of ExhibitH, as the same may be amended, supplemented or otherwise modified from time totime.

“Interest Payment Date”:  (a) as to any ABR Loan, the fifteenth day ofeach March, June, September and December to occur while such Loan isoutstanding and the final maturity date of such Loan, (b) as to any EurodollarLoan having an Interest Period of three months or less, the last day of suchInterest Period, (c) as to any Eurodollar Loan having an Interest Period longerthan three months, each day that is three months, or a whole multiple thereof,after the first day of such Interest Period and the last day of such InterestPeriod and (d) as to any Loan, the date of any repayment or prepayment made inrespect thereof.

“Interest Period”:  as to any Eurodollar Loan, (a) initially, theperiod commencing on the borrowing or conversion date, as the case may be, withrespect to such Eurodollar Loan and ending one, two, three or six monthsthereafter, as selected by the Borrower in its notice of borrowing or notice ofconversion, as the case may be, given with respect thereto and (b) thereafter,each period commencing on the last day of the next preceding Interest Periodapplicable to such Eurodollar Loan and ending one, two, three or six monthsthereafter, as selected by the Borrower by irrevocable notice to theAdministrative Agent not less than three Business Days prior to the last day ofthe then current Interest Period with

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respect thereto; provided that, all of theforegoing provisions relating to Interest Periods are subject to the following:

(A)          if any Interest Period would otherwiseend on a day that is not a Business Day, such Interest Period shall be extendedto the next succeeding Business Day unless the result of such extension wouldbe to carry such Interest Period into another calendar month in which eventsuch Interest Period shall end on the immediately preceding Business Day;

(B)           the Borrower may not select anInterest Period for a particular Facility that would extend beyond theanticipated final maturity date of the relevant Loan;

(C)           any Interest Period that begins onthe last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such InterestPeriod) shall end on the last Business Day of a calendar month; and

(D)          the Borrower shall select InterestPeriods so as not to require a payment or prepayment of any Eurodollar Loanduring an Interest Period for such Loan.

“Interest Rate Protection Agreement”:  any interest rate swap agreement, interestrate cap agreement, interest collar agreement, interest rate hedging agreementor other similar agreement or arrangement.

“Investments”: as defined in Section 7.10.

“Issuing Lender”:  Citicorp****or any of its Affiliates or any Lender appointed as IssuingLender by the Borrower with the consent of the Administrative Agent and suchLender, in its capacity as an issuer of Letters of Credit.

“Japanese Foreign Slots”:  any Foreign Slot in Japan.

“JFK”: New York’s John F. Kennedy (JFK) International Airport.

“Joint Lead Arrangers”:  as defined in the preamble to this Agreement.

“LAX Two”: LAX TWO CORP., a non-profit California mutual benefit corporation.

“L/C Fee Payment Date”:  the last dayof each March, June, September and December and the last day of the RevolvingCommitment Period.

“L/C Obligations”:  at any time, anamount equal to the sum of (a) the aggregate then undrawn and unexpired amountof the then outstanding Letters of Credit and (b) the aggregate amount ofdrawings under Letters of Credit that have not then been reimbursed pursuant toSection 2.10.

“L/C Participants”:  the collectivereference to all the Revolving Lenders other than the Issuing Lender.

“L/C Subcommitment Amount”:  $75,000,000.

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“Lease”: any operating lease entered into by any Loan Party or any of itsSubsidiaries as lessee thereunder.

“Lenders”: as defined in the preamble to this Agreement.

“Lender Affiliate”:  (a) any Affiliate of any Lender, (b) anyperson that is administered or managed by any Lender and that is engaged inmaking, purchasing, holding or otherwise investing in commercial loans andsimilar extensions of credit in the ordinary course of its business and (c)with respect to any Lender which is a fund that invests in commercial loans andsimilar extensions of credit, any other fund that invests in commercial loansand similar extensions of credit and is managed or advised by the sameinvestment advisor as such Lender or by an Affiliate of such Lender orinvestment advisor.

“Letters of Credit”:  as defined inSection 2.6(a)

“Lien”: any mortgage, pledge, hypothecation, assignment, security depositarrangement, encumbrance, lien (statutory or other), charge or other securityinterest or security agreement of any kind or nature whatsoever (including,without limitation, any conditional sale or other title retention agreement andany capital lease having substantially the same economic effect as any of theforegoing).

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:  this Agreement, each Security Document, anySpecified Hedging Agreement and any Notes.

“Loan Parties”: the Borrower and the Guarantors.

“Majority Facility Lenders”:  with respect to any Facility, the holders ofmore than 50% of the aggregate unpaid principal amount of the Loans thenoutstanding or committed, as the case may be, under such Facility.

“Material Adverse Effect”:  a material adverse effect on the financialcondition or results of operations of the Borrower and its Subsidiaries takenas a whole.

“Maturity Date”:  the earlier of(a) the second anniversary of the Closing Date, if the Exit FacilitiesConversion Date does not occur on or before the second anniversary of theClosing Date and (b) the seventh anniversary of the Closing Date, if theExit Facilities Conversion Date occurs on or before the second anniversary ofthe Closing Date.

“Maximum Amount”:  $1,225,000,000.

“Moody’s”: Moody’s Investors Service, Inc.

“Multiemployer Plan”:  a multiemployer plan as defined in Section4001(a)(3) of ERISA with respect to which the Borrower or any of its ERISAAffiliates is an “employer” as defined in Section 3(5) of ERISA.

“Non-Excluded Taxes”:  as defined inSection 3.10(a).

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“Non-U.S. Lender”:  as defined in Section 3.10(d).

“Northwest Hub”:  as of the Closing Date, the airports inDetroit, Michigan, Minneapolis, Minnesota, Memphis, Tennessee and NaritaAirport in Japan, and any other airport which becomes a central connectionpoint through which the Borrower coordinates flights utilizing the PacificRoutes.

“Notes”: the collective reference to any promissory note evidencing Loans.

“NWA”: as defined in the preamble to this Agreement.

“NWAC”: as defined in the preamble to this Agreement.

“Obligations”: the unpaid principal of and interest on (including interest, fees andcosts accruing after the maturity of the Loans and Reimbursement Obligationsand interest, fees and costs accruing after the filing of any petition inbankruptcy, or the commencement of any insolvency, reorganization or likeproceeding, relating to the Borrower, whether or not a claim for post-filing orpost-petition interest, fees or cost is allowed in such proceeding) the Loansand all other obligations and liabilities of the Borrower to any Agent orLender (or, in the case of Specified Hedging Agreements, any Lender Affiliate),whether direct or indirect, absolute or contingent, due or to become due, ornow existing or hereafter incurred, which arise under, out of, or in connectionwith, this Agreement, any other Loan Document, any Letters of Credit, anySpecified Hedging Agreement entered into with any Lender or any LenderAffiliate or any other document made, delivered or given in connection herewithor therewith, whether on account of principal, interest, reimbursementobligations, fees, indemnities, costs, expenses (including all fees, chargesand disbursements of counsel to any Agent or Lender that are required to bepaid by the Borrower pursuant hereto) or otherwise, including all suchObligations as may be novated in accordance with Section 5.5; provided, however,that the aggregate amount of allHedging Obligations under all Specified Hedging Agreements at any time outstanding that shall beincluded as “Obligations” shall notexceed the lesser of (i) $150,000,000and (ii) the amount, if any, by which (x) the Maximum Amount exceeds (y) the sum of(1) the aggregate unpaid principal amount of the Term Loans thenoutstanding plus (2) the aggregate amount of Revolving Extensions ofCredit of all Revolving Lenders then outstanding.

“Other Taxes”: any and all present or future stamp or documentary taxes or any otherproperty taxes, charges or similar levies arising from any payment madehereunder or from the execution, delivery or enforcement of, this Agreement orany other Loan Document.

“Pacific Countries”:  (i) countries bordering the Pacific Ocean inAsia, North America, Australia and New Zealand, (ii) islands surrounded by thePacific Ocean and (iii) Thailand, Myanmar (Burma), Laos and Cambodia.

“Pacific Routes”:  the Routes described on Schedule 7.5 and anyother Routes to the Pacific Countries that are acquired by or granted to theBorrower.

“Pari Passu Commitments”:  at any time, the amount of unfunded lendingcommitments under the Pari Passu Obligations at such time.

“Pari Passu Obligations”:  as defined in the Intercreditor Agreement.

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“Participant”: as defined in Section 11.6(b).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant toSubtitle A of Title IV of ERISA (or any successor).

“Pension Plan”: any plan (other than a Multiemployer Plan) described in Section 4021(a)of ERISA, and not excluded pursuant to Section 4021(b) of ERISA, with respectto which any Loan Party or any of its ERISA Affiliates is a “contributingsponsor” as defined in Section 4001(a)(l3) of ERISA and each such plan for thefive year period immediately following the last date on which the Borrower orany of its ERISA Affiliates contributed or had an obligation to contribute tosuch plan.

“Permitted Liens”:  as defined in Section 7.3.

“Permitted Petition Date Liens”:  any non-avoidable, valid and perfectedPermitted Liens in existence on the Petition Date and any non-avoidable validPermitted Liens in existence on the Petition Date that were perfectedsubsequent to the Petition Date as permitted by Section 546(b) of theBankruptcy Code, in each case, other than the Specified Primed Liens.

Person”:  an individual, partnership, corporation,limited liability company, business trust, joint stock company, trust,unincorporated association, joint venture, Governmental Authority or otherentity of whatever nature.

“Petition Date”:  as defined in the recitals to this Agreement.

**“**Plan of Reorganization**”** means a joint chapter 11 plan of reorganization in theCases.

“Pool Assets”: the assets of the Borrower listed on Schedule 7.5 (as modified pursuantto Section 7.5) and any other Pacific Routes and related Slots and GateLeaseholds acquired by the Borrower.

“Pre-Petition Credit Agreement”:  as defined in the recitals to this Agreement.

“Rating Agency”:  S&P or Moody’s, as the case may be.

“Reference Lender”:  Citibank, N.A.

“Register”: as defined in Section 11.6(d).

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”:  theobligation of the Borrower to reimburse a Issuing Lender pursuant to Section2.10 for amounts drawn under Letters of Credit.

“Removed Pool Assets”:  assets which are no longer Pool Assets as aresult of having been involuntarily disposed of (whether by loss of propertydue to theft, destruction, confiscation, prohibition or use, any similar eventor otherwise).

“Reorganization”:  with respect to any Multiemployer Plan, thecondition that such plan is in reorganization within the meaning of Section4241 of ERISA.

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“Reorganized Loan Parties”:  asdefined in Section 5.5(a).

“Replaced Lender”:  as defined in Section 3.13.

“Replacement Lender”:  as defined in Section 3.13.

“Replacement Route”:  a Route which has a value at least equal tothe Route which it is replacing and which shall have been made subject to thepledge of the Route Security Agreement pursuant to Section 1 thereof, subjectto the satisfactory review and approval of the Administrative Agent.

“Required Lenders”:  at any time, the holders of more than 50% ofthe sum of (i) the aggregate unpaid principal amount of the Term Loansthen outstanding and (ii) the Revolving Commitments then in effect or, ifthe Revolving Commitments have been terminated, the Revolving Extensions ofCredit then outstanding..

“Requirement of Law”:  as to any Person, the Certificate ofIncorporation and By-Laws or other organizational or governing documents ofsuch Person, and any law, treaty, rule or regulation or determination of anarbitrator or a court or other Governmental Authority, in each case applicableto or binding upon such Person or any of its property or to which such Personor any of its property is subject.

“Responsible Officer”:  as to any Loan Party, the chief executiveofficer, president, chief financial officer, treasurer or chief accountingofficer of such Loan Party, but in any event, with respect to financialmatters, the chief financial officer, treasurer or chief accounting officer ofsuch Loan Party.

“Restricted Payments”:  as defined inSection 7.6.

“Revolving Commitment”:  as to anyLender, the obligation of such Lender, if any, to make Revolving Loans andparticipate in Letters of Credit in an aggregate principal and/or face amountnot to exceed the amount set forth under the heading “Revolving Commitment”opposite such Lender’s name on Schedule 1.1(b) to this Agreement or in theAssignment and Assumption pursuant to which such Lender became a party hereto,as the same may be changed from time to time pursuant to the terms hereof.  The original amount of the aggregateRevolving Commitments of all Lenders is $175,000,000.

“Revolving Commitment Period”:  theperiod, if any, from and including the Exit Facilities Conversion Date to theTermination Date.

“Revolving Extensions of Credit”:  asto any Lender at any time, an amount equal to the sum of (a) the aggregateprincipal amount of all Revolving Loans held by such Lender then outstanding,and (b) such Lender’s Revolving Percentage of the L/C Obligations thenoutstanding.

“Revolving Facility”:  the RevolvingCommitments and the extensions of credit made thereunder.

“Revolving Lender”:  each Lender thathas a Revolving Commitment or that holds a Revolving Loan.

“Revolving Loans”:  as defined inSection 2.4.

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“Revolving Percentage”:  as to anyLender at any time, the percentage which such Lender’s Revolving Commitmentthen constitutes of the aggregate Revolving Commitments of all Lenders (or, atany time after the Revolving Commitments shall have expired or terminated, thepercentage which the aggregate principal amount of such Lender’s RevolvingExtensions of Credit then outstanding constitutes of the aggregate outstandingRevolving Extensions of Credit of all Lenders).

“Route Collateral”:  all of the “Collateral” as defined in theRoute Security Agreements.

“Route Security Agreement”:  the Route Security Agreement, dated as of theClosing Date, executed and delivered by the Borrower in favor of the CollateralAgent, as the same may be amended, supplemented or otherwise modified from timeto time.

“Routes”: the route authorities which the Borrower holds or hereafter acquires therequisite authority to operate pursuant to Title 49 including withoutlimitation, applicable frequencies, exemption and certificate authorities,Fifth-Freedom Rights and “behind/beyond rights”, whether or not utilized by theBorrower.

“S&P”: Standard & Poor’s Ratings Services, a division of the McGraw-HillCompanies, Inc.

“SEC”: the Securities and Exchange Commission.

“Secured Creditors”:  the Agents, the Lenders, the Issuing Lenderand the holders of Obligations under Specified Hedging Agreements.

“Security Documents”:  the collective reference to the RouteSecurity Agreement, the Intercreditor Agreement and all other securitydocuments hereafter delivered to the Administrative Agent granting a Lien onany property of any Person to secure the obligations and liabilities of anyLoan Party under any Loan Document.

“Significant Subsidiary”:  any Subsidiary that would be a “significantsubsidiary” of any of the Loan Parties within the meaning of the SEC’sRegulation S-X.

“Slot”: at any time, all of the rights and operational authority of the Borrowernow held or hereafter acquired, to conduct one Instrument Flight Rule (asdefined under the FAA regulations) landing or takeoff operation during a specifichour or half-hour period at JFK (or at any other slot-constrained airport inthe U.S.) pursuant to FAA regulations, including Title 14, to the extent thatany such slot is used to operate direct non-stop flights to Asia using aPacific Route and all take-off and landing rights and operational authority ofthe Borrower at a Northwest Hub in the U.S. or other airport in the U.S. whichis an origination or destination point for flights utilizing the PacificRoutes, in each case, at such time.  Tothe extent that the Borrower ceases to use any Slot in connection with thePacific Routes, such Slot shall automatically cease to be a Slot hereunder,including, without limitation, for purposes of Section 7.5.

“Specified Currency Exchange Rate ProtectionAgreement”:  any Currency ExchangeRate Protection Agreement entered into by the Borrower and any Person that, atthe time such Person entered into such Currency Exchange Protection Agreement,was a Lender or Lender Affiliate designated by the relevant Lender and theBorrower, by written notice to the Administrative Agent, as a SpecifiedCurrency Exchange Rate Protection Agreement, which notice shall include a copyof an agreement

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providing for a methodology agreed to by the Borrower,such Lender or Lender Affiliate and the Administrative Agent of valuing on amark-to-market basis the amount of Hedging Obligations under such SpecifiedCurrency Exchange Rate Protection Agreement from time to time**.**

“Specified Hedging Agreement”;  any Specified Currency Exchange Rate ProtectionAgreement or any Specified Interest Rate Protection Agreement.

“Specified Interest Rate Protection Agreement”:  any Interest Rate Protection Agreemententered into by the Borrower and any Person that, at the time such Personentered into such Interest Rate Protection Agreement, was a Lender or LenderAffiliate designated by the relevant Lender and the Borrower, by written noticeto the Administrative Agent, as a Specified Interest Rate Protection Agreement,which notice shall include a copy of an agreement providing for a methodologyagreed to by the Borrower, such Lender or Lender Affiliate and theAdministrative Agent of valuing on a mark-to-market basis the amount of HedgingObligations under such Specified Interest Rate Protection Agreement from timeto time**.**

“Specified Primed Liens”:  as defined in Section 3.14(a).

“Subsidiary”: (i) any corporation more than 50% of whose stock having by the termsthereof ordinary voting power to elect a majority of the directors of suchcorporation (irrespective of whether or not at the time stock of any otherclass or classes of such corporation shall have or might have voting power byreason of the happening of any contingency) is at the time owned by such Personand/or one or more Subsidiaries of such Person and (ii) any partnership,limited liability company, association, joint venture or other entity in whichsuch Person and/or one or more Subsidiaries of such Person has more than a 50%equity interest at the time; provided, however, that (a) LAX Twoand its Subsidiaries shall be deemed not to be Subsidiaries of Holdings or anyof its Subsidiaries for all purposes of this Agreement (including thecalculation of the financial covenants and the definitions relating thereto)and the other Loan Documents.

“Supporting Route Facilities”:  the Borrower’s gates, ticket counters, officespace and baggage claim areas at each airport necessary to operate a PacificRoute.

“Syndication Agent”:  as defined in the preamble to this Agreement.

“Term Commitment”:  as to any Lender,the obligation of such Lender, if any, to make a Term Loan in an aggregateprincipal amount not to exceed the amount set forth under the heading “TermCommitment” opposite such Lender’s name on Schedule 1.1(a) to this Agreement orin the Assignment and Acceptance pursuant to which such Lender become a partyhereto, as the same may be changed from time to time pursuant to the termshereof.  The original aggregate amount ofthe Term Commitments is $1,050,000,000.

“Term Lender”:  each Lender that hasa Term Commitment or that holds a Term Loan.

“Term Loan”:  as defined in Section2.1.

“Term Percentage”:  as to any TermLender at any time, the percentage which such Lender’s Term Commitment thenconstitutes of the total Term Commitments (or, at any time after the ClosingDate, the percentage which the aggregate principal amount of such Lender’s TermLoans then outstanding constitutes of the aggregate principal amount of theTerm Loans then outstanding).

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“Term Facility”:  the TermCommitments and the Term Loans made thereunder.

“Termination Date”:  the earliest of(a) the Maturity Date, (b) the date on which the Revolving Commitments areterminated pursuant to any provision of this Agreement and (c) the date onwhich Loans hereunder (with accrued interest thereon) and all other amountsowing under this Agreement or any other Loan Document become due and payable asa result of an Event of Default in accordance with this Agreement.

“Termination Event”:  means a “reportable event” described inSection 4043 of ERISA or in the regulations thereunder (excluding events forwhich the requirement for notice of such reportable event has been waived bythe PBGC).

“Title 14”: Title 14 of the U.S. Code of Federal Regulations, Part 93, Subparts Kand S, as amended from time to time or any successor or recodified regulation.

“Title 49”:  Title 49 of the UnitedStates Code, which, among other things, recodified and replaced the U.S.Federal Aviation Act of 1958, and the regulations promulgated pursuant theretoor any subsequent legislation that amends, supplements or supercedes suchprovisions.

“Total Appraised Value”:  as of any date of determination, theAppraised Value as of such date of all Pool Assets other than the Removed PoolAssets.

“Total Appraised Value Ratio”:  at any time, the ratio of (a) Total AppraisedValue (determined as of the then most recent Appraisal of the Pool Assets) to(b) the sum of (i) the aggregate unpaid principal amount of all Term Loansthen outstanding, plus (ii) the aggregate Revolving Commitments of allRevolving Lenders then in effect or, if the Revolving Commitments have beenterminated, the amount of aggregate Revolving Extensions of Credit of allRevolving Lenders then outstanding, plus (iii) the amount of all HedgingObligations under all Specified Hedging Agreements then outstanding not to exceedthe lesser of (A) $150,000,000and (B) the amount, if any, by which (x) the Maximum Amount exceeds (y) the sum of(1) the aggregate unpaid principal amount of the Term Loans thenoutstanding plus (2) the aggregate amount of Revolving Extensions ofCredit of all Revolving Lenders then outstanding, and plus (iv) any PariPassu Obligations (for purposes of this definition, Pari Passu Obligationsshall include any Pari Passu Commitments).

“Transferee”:  any Assignee or Participant.

“Treasury Rate”:  as of the date which is 10 Business Daysprior to the date on which an Appraisal is to be delivered in accordance withSection 6.2(f), the effective yield of (x) direct obligations of the UnitedStates maturing on the tenth anniversary of such date or (y) if there are nosuch obligations, the effective yield determined by linear interpolationbetween the effective yield borne by the two direct obligations of the UnitedStates maturing closest to, but straddling, the tenth anniversary of such date,in each case as appearing on the relevant Telerate service screen on suchdate.  In the event that such screen isnot available, the “Treasury Rate” shall be determined by reference to suchother comparable publicly available service selected by the AdministrativeAgent for displaying such effective yield.

“Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“Unavailable Japanese Foreign Slots”:  at any time, any Japanese Foreign Slot atNarita Airport with respect to which the Borrower has lost its rights(including as a result of any action of an

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applicable Governmental Authority revoking orsuspending (whether temporarily or permanently) such rights but excluding anyfailure to utilize the relevant Japanese Foreign Slot which has been approvedby all applicable Governmental Authorities and as to which no revocation orsuspension has occurred).

“United States”:  the United States of America.

“Use or Lose Rule”:  with respect to the Slots, the terms of 14C.F.R. Section 93.227.

“U.S. Bank”: U.S. Bank National Association.

## 1.2           Other Definitional Provisions.

### (a)           Unless otherwise specified therein, all terms defined inthis Agreement shall have the defined meanings when used in the other LoanDocuments or any certificate or other document made or delivered pursuanthereto or thereto.

### (b)           As used herein and in the other Loan Documents, and anycertificate or other document made or delivered pursuant hereto or thereto, (i)accounting terms relating to Holdings and its Subsidiaries not defined inSection 1.1 shall have the respective meanings given to them under GAAP, (ii)the words “include,” “includes” and “including” shall be deemed to be followedby the phrase “without limitation,” and (iii) the words “asset” and “property”shall be construed to have the same meaning and effect and to refer to any andall tangible and intangible assets and properties, including cash, CapitalStock, securities, revenues, accounts, leasehold interests and contract rights.

### (c)           The words “hereof,” “herein” and “hereunder” and words ofsimilar import when used in this Agreement shall refer to this Agreement as awhole and not to any particular provision of this Agreement, and Section,Schedule and Exhibit references are to this Agreement unless otherwisespecified.

### (d)           The meanings given to terms defined herein shall beequally applicable to both the singular and plural forms of such terms.

### (e)           Except as otherwise expressly provided herein, all termsof an accounting or financial nature shall be construed in accordance withGAAP; provided that, if the Borrower notifies the Administrative Agentthat the Borrower requests an amendment to any provision hereof to eliminatethe effect of any change occurring after the Closing Date in GAAP or in theapplication thereof, including as a result of fresh start accountingprinciples, on the operation of such provision (or if the Administrative Agentnotifies the Borrower that the Required Lenders request an amendment to anyprovision hereof for such purpose), regardless of whether any such notice isgiven before or after such change in GAAP or in the application thereof,including as a result of fresh start accounting principles, then such provisionshall be interpreted on the basis of GAAP as in effect and applied immediatelybefore such change shall have become effective until such notice shall havebeen withdrawn or such provision amended in accordance herewith.

SECTION 2 AMOUNT AND TERMS OF COMMITMENTS

2.1           Term Commitments.  Subject to the terms and conditions hereof,each Term Lender severally agrees to make a term loan (a “Term Loan”) tothe Borrower on the Closing Date in an amount equal to the amount of the TermCommitment of such Lender.  The TermLoans may from time to time

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be Eurodollar Loans or ABR Loans, as determined by theBorrower and notified to the Administrative Agent in accordance with Sections2.2 and 3.3.

2.2           Procedure for Term Loan Borrowing.  The Borrower shall give the AdministrativeAgent irrevocable notice (which notice must be received by the AdministrativeAgent prior to 10:00 A.M., New York City time, (a) three Business Days prior tothe anticipated Closing Date in the case of Eurodollar Loans and (b) oneBusiness Day prior to the anticipated Closing Date in the case of ABR Loans)requesting that the Term Lenders make the Term Loans on the Borrowing Date andspecifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptlynotify each Term Lender thereof.  Notlater than 12:00 Noon, New York City time, on the Borrowing Date each TermLender shall make available to the Administrative Agent at the Funding Officean amount in immediately available funds equal to the Term Loan to be made bysuch Term Lender.

## 2.3           Repayment of Term Loans. TheBorrower hereby agrees to repay the Term Loan of each Term Lender inconsecutive annual installments payable on each anniversary of the Closing Date(commencing with the first anniversary of the Closing Date), with the finalinstallment due on the Maturity Date. Each payment shall be in an amount equal to such Lender’s TermPercentage multiplied by the aggregate amount of the applicableinstallment.  Each installment due priorto the Maturity Date shall be in an amount equal to $10,500,000, and the finalinstallment due on the Maturity Date shall be in an amount equal to theremaining principal balance of the Term Loans.  Once repaid, the TermLoans may not be reborrowed.

## 2.4           Revolving Commitments. Subject to the terms andconditions hereof, each Revolving Lender severally agrees to make revolvingcredit loans (“Revolving Loans”) to the Borrower on the Closing Date inan amount equal to the amount of the Revolving Commitment of such Lender andfrom time to time during the Revolving Commitment Period in an aggregateprincipal amount at any one time outstanding which, when added to such Lender’sRevolving Extensions of Credit then outstanding, (i) does not exceed theamount of such Lender’s Revolving Commitment and (ii) does not result in(A) the sum of (1)  the aggregate amount of all Hedging Obligationsunder all Specified Hedging Agreements then outstanding plus (2) theaggregate unpaid principal amount of the Term Loans then outstanding plus(3) the aggregate amount of Revolving Extensions of Credit of allRevolving Lenders then outstanding exceeding (B) the Maximum Amount.

Prior to the Exit Facilities Conversion Date,Revolving Loans that are repaid may not be reborrowed.  On and after the Exit Facilities ConversionDate, Revolving Loans that are repaid may be reborrowed during the RevolvingCommitment Period, subject to the terms and conditions hereof.  The Revolving Loans may from time to time beEurodollar Loans or ABR Loans, as determined by the Borrower and notified tothe Administrative Agent in accordance with Sections 2.5 and 3.3.  The Borrower shall repay all outstandingRevolving Loans on the Termination Date.

## 2.5           Procedure for Revolving Loan Borrowing. 

### (a)           With respect to the Revolving Loans to be made on theClosing Date, the Borrower shall give the Administrative Agent irrevocablenotice substantially in the form of Exhibit I (which notice must bereceived by the Administrative Agent prior to 10:00 A.M., New York City time,(i) three Business Days prior to the anticipated Closing Date in the case ofEurodollar Loans and (ii) one Business Day prior to the anticipated ClosingDate in the case of ABR Loans) requesting that the Revolving Lenders make theRevolving Loans on the Borrowing Date and specifying the amount to be

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### borrowed. Upon receipt of such notice the Administrative Agent shall promptlynotify each Revolving Lender thereof.  Notlater than 12:00 Noon, New York City time, on the Borrowing Date each RevolvingLender shall make available to the Administrative Agent at the Funding Officean amount in immediately available funds equal to the Revolving Loan to be madeby such Revolving Lender.

### (b)           During the Revolving Commitment Period on any BusinessDay, the Borrower may borrow under the Revolving Commitments, providedthat the Borrower shall give the Administrative Agent irrevocable notice, whichmust be received by the Administrative Agent prior to 12:00 Noon, New York Citytime, (a) three Business Days prior to the requested Borrowing Date, in thecase of Eurodollar Loans, or (b) one Business Day prior to the requestedBorrowing Date, in the case of ABR Loans and which shall specify (i) theamount and Type of Revolving Loans to be borrowed, (ii) the requestedBorrowing Date, and (iii) in the case of Eurodollar Loans, the respectiveamounts of each such Type of Loan and the respective lengths of the initialInterest Period therefor.  Each borrowingunder the Revolving Commitments during the Revolving Commitment Period shall bein an amount equal to (x) in the case of ABR Loans, $1,000,000 or a wholemultiple thereof and (y) in the case of Eurodollar Loans, $10,000,000 or awhole multiple of $5,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the AdministrativeAgent shall promptly notify each Revolving Lender thereof.  Each Revolving Lender will make the amount ofits pro rata share of each borrowing available to the Administrative Agent forthe account of the Borrower at the Funding Office prior to 12:00 Noon, New YorkCity time, on the Borrowing Date requested by the Borrower in funds immediatelyavailable to the Administrative Agent. Such amounts will then be made available to the Borrower by theAdministrative Agent crediting an account of the Borrower maintained by theAdministrative Agent, in like amounts and funds as received by theAdministrative Agent.

## 2.6           Letter of Credit Subcommitment.

### (a)           Subject to the terms and conditions hereof, the IssuingLender, in reliance on the agreements of the other Lenders set forth in Section2.9(a), agrees to issue letters of credit (“Letters of Credit”) for theaccount of the Borrower on any Business Day during the Revolving CommitmentPeriod in such form as may be customarily used from time to time by the IssuingLender or in such other form as may be reasonably satisfactory to the IssuingLender; provided, that the Issuing Lender shall have no obligation toissue any Letter of Credit if, after giving effect to such issuance, (x) theL/C Obligations would exceed the L/C Subcommitment Amount, (y) theaggregate amount of the Available Revolving Commitments would be less than zeroor (z) the sum of (1)  the aggregate amount of all HedgingObligations under all Specified Hedging Agreements then outstanding plus(2) the aggregate unpaid principal amount of the Term Loans thenoutstanding plus (3) the aggregate amount of Revolving Extensions ofCredit of all Revolving Lenders then outstanding would exceed the MaximumAmount.  Each Letter of Credit shall bedenominated in Dollars and expire no later than the earlier of (i) the firstanniversary of its date of issuance and (ii) the date that is five BusinessDays prior to the Maturity Date, provided that any Letter of Credit with aone-year term may provide for the renewal thereof for additional periods of upto one year (which shall in no event extend beyond the date referred to inclause (ii) above).

### (b)           The Issuing Lender shall not at any time be obligated toissue any Letter of Credit hereunder if such issuance would conflict with, orcause the Issuing Lender or any L/C Participant to exceed any limits imposedby, any applicable Requirement of Law.

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## 2.7           Procedure for Issuance of Letter of Credit.

### (a)           The Borrower may from time to time request that theIssuing Lender issue a Letter of Credit during the Revolving Commitment Periodby delivering to the Issuing Lender at its address for notices specified hereinan Application therefor, completed to the reasonable satisfaction of theIssuing Lender, and such other certificates, documents and other papers andinformation as the Issuing Lender may reasonably request.  Upon receipt of any Application, the IssuingLender will notify the Administrative Agent of the amount, the beneficiary andthe requested expiration of the requested Letter of Credit, and upon receipt ofconfirmation from the Administrative Agent that after giving effect to therequested issuance, the Available Revolving Commitments would not be less thanzero, the Issuing Lender will process such Application and the certificates,documents and other papers and information delivered to it in connectiontherewith in accordance with its customary procedures and shall promptly issuethe Letter of Credit requested thereby (but in no event shall the IssuingLender be required to issue any Letter of Credit earlier than two Business Daysafter its receipt of the Application therefor and all such other certificates,documents and other papers and information relating thereto) by issuing theoriginal of such Letter of Credit to the beneficiary thereof or as otherwisemay be agreed to by the Issuing Lender and the Borrower.  The Issuing Lender shall furnish a copy ofsuch Letter of Credit to the Borrower (with a copy to the Administrative Agent)promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent,which shall in turn promptly furnish to the Lenders, notice of the issuance ofeach Letter of Credit (including the amount thereof).

### (b)           The making of each request for a Letter of Credit by theBorrower shall be deemed to be a representation and warranty by the Borrowerthat such Letter of Credit may be issued in accordance with, and will notviolate the requirements of, Section 2.6(a) or any Requirement of Law.  Unless the Issuing Lender has received noticefrom the Administrative Agent before it issues a Letter of Credit that one ormore of the applicable conditions specified in Section 5.2 are not satisfied,or that the issuance of such Letter of Credit would violate Section 2.6, thenthe Issuing Lender may issue the requested Letter of Credit for the account ofthe Borrower in accordance with the Issuing Lender’s usual and customarypractices.

## 2.8           L/C Fees and Other Charges.

### (a)           The Borrower will pay a fee on all outstanding Letters ofCredit at a per annum rate equal to the Applicable Margin then in effect withrespect to Eurodollar Loans, shared ratably among the Revolving Lenders andpayable quarterly in arrears on each L/C Fee Payment Date after the issuancedate.  In addition, the Borrower shallpay to the Issuing Lender for its own account a fronting fee on the undrawn andunexpired amount of each Letter of Credit computed at the rate of 0.125% perannum and payable quarterly in arrears on each L/C Fee Payment Date.

### (b)           In addition to the foregoing fees, the Borrower shall payor reimburse the Issuing Lender for such normal and customary costs andexpenses as are incurred or charged by the Issuing Lender in issuing, effectingpayment under, amending or otherwise administering any Letter of Credit.

## 2.9           L/C Participations.

### (a)           The Issuing Lender irrevocably agrees to grant and herebygrants to each L/C Participant, and, to induce the Issuing Lender to issueLetters of Credit hereunder, each L/C Participant irrevocably agrees to acceptand purchase and hereby accepts and purchases from the Issuing Lender, on theterms and conditions set forth below, for such L/C Participant’s own accountand risk an undivided interest equal to such L/C Participant’s RevolvingPercentage in the Issuing Lender’s obligations and

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### rights under and in respect of each Letter ofCredit issued hereunder and the amount of each draft paid by the Issuing Lenderthereunder.  Each L/C Participantunconditionally and irrevocably agrees with the Issuing Lender that, if a draftis paid under any Letter of Credit for which the Issuing Lender is notreimbursed in full by the Borrower in accordance with the terms of thisAgreement, such L/C Participant shall pay to the Administrative Agent upondemand of the Issuing Lender an amount equal to such L/C Participant’sRevolving Percentage of the amount of such draft, or any part thereof, that isnot so reimbursed.  The AdministrativeAgent shall promptly forward such amounts to the Issuing Lender.

### (b)           If any amount required to be paid by any L/C Participantto the Administrative Agent for the account of the Issuing Lender pursuant toSection 2.9(a) in respect of any unreimbursed portion of any payment made bythe Issuing Lender under any Letter of Credit is paid to the AdministrativeAgent for the account of the Issuing Lender within three Business Days afterthe date such payment is due, such L/C Participant shall pay to theAdministrative Agent for the account of the Issuing Lender on demand an amountequal to the product of (i) such amount, times (ii) the daily averageFederal Funds Effective Rate during the period from and including the date suchpayment is required to the date on which such payment is immediately availableto the Issuing Lender, times (iii) a fraction the numerator of which is thenumber of days that elapse during such period and the denominator of which is360.  If any such amount required to bepaid by any L/C Participant pursuant to Section 2.9(a) is not made available tothe Administrative Agent for the account of the Issuing Lender by such L/CParticipant within three Business Days after the date such payment is due, theIssuing Lender shall be entitled to recover from such L/C Participant, ondemand, such amount with interest thereon calculated from such due date at therate per annum applicable to ABR Loans. A certificate of the Issuing Lender submitted to any L/C Participantwith respect to any amounts owing under this Section shall be conclusive in theabsence of manifest error.

### (c)           Whenever, at any time after the Issuing Lender has madepayment under any Letter of Credit and has received from any L/C Participantits prorata share of such payment in accordance with Section2.9(a), the Administrative Agent or the Issuing Lender receives any paymentrelated to such Letter of Credit (whether directly from the Borrower orotherwise, including proceeds of collateral applied thereto by the Issuing Lender),or any payment of interest on account thereof, the Administrative Agent or theIssuing Lender, as the case may be, will distribute to such L/C Participant itsprorata share thereof; provided, that if any such paymentreceived by Administrative Agent or the Issuing Lender, as the case may be,shall be required to be returned by the Administrative Agent or the IssuingLender, such L/C Participant shall return to the Administrative Agent for theaccount of the Issuing Lender the portion thereof previously distributed tosuch L/C Participant.

2.10         ReimbursementObligation of the Borrower.  TheBorrower agrees to reimburse the Issuing Lender on the same Business Day onwhich the Issuing Lender notifies the Borrower of the date and amount of adraft presented under any Letter of Credit and paid by the Issuing Lender or onthe next Business Day, if such notice is received any time after 11:00 a.m.,New York time on such same Business Day, for the amount of such draft sopaid.  Each such payment shall be made tothe Issuing Lender at its address for notices referred to herein in Dollars andin immediately available funds.  Interestshall be payable on any such amounts from the date on which the relevant draftis paid until payment in full at the rate set forth in (i) until the BusinessDay next succeeding the date of the relevant notice, Section 3.5(b) and (ii)thereafter, Section 3.5(c).

2.11         ObligationsAbsolute.  The Borrower’s obligationsunder Section 2.10 shall be absolute and unconditional under any and all circumstancesand irrespective of any setoff, counterclaim

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or defense to payment that the Borrower may have orhave had against the Issuing Lender, any beneficiary of a Letter of Credit orany other Person.  The Borrower alsoagrees with the Issuing Lender that the Issuing Lender shall not be responsiblefor, and the Borrower’s Reimbursement Obligations under Section 2.10 shall notbe affected by, among other things, the validity or genuineness of documents orof any endorsements thereon, even though such documents shall in fact prove tobe invalid, fraudulent or forged, or any dispute between or among the Borrowerand any beneficiary of any Letter of Credit or any other party to which suchLetter of Credit may be transferred or any claims whatsoever of the Borroweragainst any beneficiary of such Letter of Credit or any such transferee.  The Issuing Lender shall not be liable forany error, omission, interruption or delay in transmission, dispatch ordelivery of any message or advice, however transmitted, in connection with anyLetter of Credit, except for errors or omissions found by a final andnonappealable decision of a court of competent jurisdiction to have resultedfrom the gross negligence or willful misconduct of the Issuing Lender.  The Borrower agrees that any action taken oromitted by the Issuing Lender under or in connection with any Letter of Creditor the related drafts or documents, if done in the absence of gross negligenceor willful misconduct and in accordance with the standards of care specified inthe Uniform Commercial Code of the State of New York, shall be binding on theBorrower and shall not result in any liability of the Issuing Lender to theBorrower.

2.12         Letterof Credit Payments.  If any draftshall be presented for payment under any Letter of Credit, the Issuing Lendershall promptly notify the Borrower of the date and amount thereof.  The responsibility of the Issuing Lender tothe Borrower in connection with any draft presented for payment under anyLetter of Credit shall, in addition to any payment obligation expresslyprovided for in such Letter of Credit, be limited to determining that thedocuments (including each draft) delivered under such Letter of Credit inconnection with such presentment are substantially in conformity with suchLetter of Credit.

2.13         Applications.  To the extent that any provision of anyApplication related to any Letter of Credit is inconsistent with the provisionsof this Section 2, the provisions of this Section 2 shall apply.

## 2.14         Commitment and Administrative Fees.

### (a)           The Borrower agrees to pay to the Administrative Agent forthe account of each Revolving Lender a commitment fee for the period from andincluding the Closing Date to the Termination Date, computed at the CommitmentFee Rate on the average daily amount of the Available Revolving Commitment ofsuch Revolving Lender during the period for which payment is made, payablemonthly in arrears on the first Business Day of the succeeding month and on theTermination Date, commencing on the first of such dates to occur after the datehereof.

### (b)           The Borrower agrees to pay to the Administrative Agent andCitigroup Global Markets Inc. (“CGMI”) the fees in the amounts, on thedates and for the account of Persons agreed to in writing by the Borrower andthe Administrative Agent or CGMI.

# SECTION 3 GENERAL PROVISIONS APPLICABLE TO LOANS

## 3.1           Optional Prepayments.

### (a)           The Borrower may at any time and from time to time prepaythe Loans, in whole or in part, without premium or penalty, upon irrevocable notice(which may be given by telephone if

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### confirmed promptly in writing) delivered tothe Administrative Agent at least one Business Day prior thereto, which noticeshall specify the date and amount of prepayment and whether the prepayment isof Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan isprepaid on any day other than the last day of the Interest Period applicablethereto, the Borrower shall also pay any amounts owing pursuant to Section3.11.  Upon receipt of any such noticethe Administrative Agent shall promptly notify each relevant Lender thereof. Ifany such notice is given, the amount specified in such notice shall be due andpayable on the date specified therein, together with accrued interest to suchdate on the amount prepaid.  Partialprepayments of Loans shall be in an aggregate principal amount of $10,000,000or a whole multiple of $1,000,000 in excess thereof.  Prepayments made pursuant to this Sectionshall be applied to prepay any outstanding Term Loans (ratably to the remainingscheduled installments thereof) and any outstanding Revolving Loans (and tocash collateralize outstanding L/C Obligations following the repayment of alloutstanding Revolving Loans) with a corresponding reduction in the RevolvingCommitments, on a pro rata basis, based upon the respective principal balanceof the Term Loans and the aggregate Revolving Extensions of Credit thenoutstanding.

### (b)           After the Exit Facilities Conversion Date (if any), theBorrower may, by giving the Administrative Agent at least three Business Days’prior irrevocable notice (which may be given by telephone if promptly confirmedby writing, which notice the Administrative Agent will promptly transmit toeach applicable Revolving Lender), at any time and from time to time terminatein whole or permanently reduce in part, without premium or penalty, theRevolving Commitments in an amount up to the amount by which the RevolvingCommitments exceed the aggregate amount of the Revolving Extensions of Creditoutstanding at the time of such proposed termination or reduction; provided,any such partial reduction of the Revolving Commitments shall be in anaggregate minimum amount of $5,000,000 or a whole multiple of $1,000,000 inexcess thereof.   The Borrower’s noticeto the Administrative Agent shall designate the date (which shall be a BusinessDay) of such termination or reduction and the amount of any partial reduction,and such termination or reduction of the Revolving Commitments shall beeffective on the date specified in Borrower’s notice and shall reduce theRevolving Commitments of the Revolving Lenders pro rata in accordance to therespective Revolving Percentages of the Revolving Lenders.

## 3.2           Mandatory Prepayments

### (a)           The Borrower shall prepay the Loans as set forth in thisSection 3.2(a) to the extent necessary to maintain compliance with Section7.5(a).  Prepayments made pursuant tothis clause (a)  shall be used to prepay any outstanding Term Loans(ratably to the remaining scheduled installments thereof) and any outstandingRevolving Loans (and to cash collateralize outstanding L/C Obligationsfollowing the repayment of all outstanding Revolving Loans) with acorresponding reduction in the Revolving Commitments, on a pro rata basis,based upon the respective principal balance of the Term Loans then outstandingand the aggregate Revolving Commitments then in effect.

### (b)           In addition, if at any time the sum of (i) the aggregate amount of all HedgingObligations under all Specified Hedging Agreements then outstanding, plus (ii) the aggregate unpaid principalamount of the Term Loans then outstanding plus (iii) the aggregate amountof Revolving Extensions of Credit of all Revolving Lenders then outstandingexceeds the Maximum Amount, the Borrower shall immediately prepay the Loans inan amount equal to such excess. Prepayments made pursuant to this clause (b) shall be used to prepay anyoutstanding Revolving Loans (and to cash collateralize outstanding L/CObligations following the repayment of all outstanding Revolving Loans)

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### without a corresponding reduction in theRevolving Commitments, on a pro rata basis, based upon the aggregate RevolvingCommitments then in effect.

## 3.3           Conversion and Continuation Options.

### (a)           The Borrower may elect from time to time to convertEurodollar Loans to ABR Loans by giving the Administrative Agent at least twoBusiness Days’ prior irrevocable notice (which may be given by telephone ifpromptly confirmed by writing) of such election, provided that any suchconversion of Eurodollar Loans may only be made on the last day of an InterestPeriod with respect thereto.  TheBorrower may elect from time to time to convert ABR Loans to Eurodollar Loansby giving the Administrative Agent at least three Business Days’ priorirrevocable notice (which may be by telephone if promptly confirmed by writing)of such election (which notice shall specify the length of the initial InterestPeriod therefor), provided that no ABR Loan under a particular Facilitymay be converted into a Eurodollar Loan when any Event of Default has occurredand is continuing and the Administrative Agent has or the Majority FacilityLenders in respect of such Facility have determined in its or their solediscretion not to permit such conversions. Upon receipt of any such notice theAdministrative Agent shall promptly notify each relevant Lender thereof.

### (b)           Any Eurodollar Loan may be continued as such upon theexpiration of the then current Interest Period with respect thereto by theBorrower giving irrevocable notice (which may be given by telephone if promptlyconfirmed in writing) to the Administrative Agent, in accordance with theapplicable provisions of the term “Interest Period” set forth in Section 1.1,of the length of the next Interest Period to be applicable to such Loans, providedthat no Eurodollar Loan under a particular Facility may be continued as suchwhen any Event of Default has occurred and is continuing and the AdministrativeAgent has or the Majority Facility Lenders in respect of such Facility havedetermined in its or their sole discretion not to permit such continuations,and providedfurther, that if the Borrower shall fail to give anyrequired notice as described above in this paragraph or if such continuation isnot permitted pursuant to the preceding proviso such Loans shall beautomatically converted to ABR Loans on the last day of such then expiringInterest Period.  Upon receipt of anysuch notice the Administrative Agent shall promptly notify each relevant Lenderthereof.

3.4           Limitations on Eurodollar Tranches.  Notwithstanding anything to the contrary inthis Agreement, all borrowings, conversions and continuations of EurodollarLoans hereunder and all selections of Interest Periods hereunder shall be insuch amounts and be made pursuant to such elections so that, (a) after givingeffect thereto, the aggregate principal amount of the Eurodollar Loanscomprising each Eurodollar Tranche shall be equal to at least $10,000,000 and(b) no more than fifteen Eurodollar Tranches under all Facilities shall beoutstanding at any one time.

## 3.5           Interest Rates and Payment Dates.

### (a)           Each Eurodollar Loan shall bear interest for each dayduring each Interest Period with respect thereto at a rate per annum equal tothe Eurodollar Rate determined for such day plus the Applicable Rate.

### (b)           Each ABR Loan shall bear interest at a rate per annumequal to the ABR plus the Applicable Rate.

### (c)           (i) If all or a portion of the principal amount of anyLoan shall not be paid when due (whether at the stated maturity, byacceleration or otherwise), such overdue amount shall bear

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### interest at a rate per annum equal to therate that would otherwise be applicable thereto pursuant to the foregoingprovisions of this Section plus 2%, and (ii) if all or a portion of anyinterest payable on any Loan or other amount payable hereunder shall not bepaid when due (whether at the stated maturity, by acceleration or otherwise),such overdue amount shall bear interest at a rate per annum equal to the ratethen applicable to ABR Loans plus 2%, in each case, with respect to clauses (i)and (ii) above, from the date of such non-payment until such amount is paid infull (as well after as before judgment).

### (d)           Interest shall be payable in arrears on each InterestPayment Date, provided that interest accruing pursuant to paragraph (c)of this Section shall be payable from time to time on demand.

## 3.6           Computation of Interest and Fees.

### (a)           Interest and fees payable pursuant hereto shall becalculated on the basis of a 360-day year for the actual days elapsed, exceptthat, with respect to ABR Loans the rate of interest on which is calculated onthe basis of the Prime Rate, the interest thereon shall be calculated on thebasis of a 365- (or 366-, as the case may be) day year for the actual dayselapsed.  The Administrative Agent shallas soon as practicable notify the Borrower and the relevant Lenders of eachdetermination of a Eurodollar Rate. Any change in the interest rate on a Loanresulting from a change in the ABR or the Eurocurrency Reserve Requirementsshall become effective as of the opening of business on the day on which suchchange becomes effective.  TheAdministrative Agent shall as soon as practicable notify the Borrower and therelevant Lenders of the effective date and the amount of each such change ininterest rate.

### (b)           Each determination of an interest rate by theAdministrative Agent pursuant to any provision of this Agreement shall beconclusive and binding on the Borrower and the Lenders in the absence ofmanifest error. The Administrative Agent shall, at the request of the Borrower,deliver to the Borrower a statement showing the quotations used by theAdministrative Agent in determining any interest rate pursuant to Section3.5(a).

3.7           Inability to Determine InterestRate.  If prior to the fast day of anyInterest Period:

### (a)           theAdministrative Agent shall have determined that, by reason of circumstancesaffecting the relevant market, adequate and reasonable means do not exist forascertaining the Eurodollar Rate for such Interest Period, or

### (b)           theAdministrative Agent shall have determined that the making or continuation ofany Eurodollar Loan has become (x) unlawful by any law or governmental rule,regulation or order, (y) impossible by compliance by any Lender in good faithwith any governmental request (whether or not having force of law) or (z)impracticable as a result of a contingency occurring after the date of thisAgreement which materially and adversely affects the interbank eurodollarmarket,

the Administrative Agent shall give telecopy or telephonicnotice thereof to the Borrower and the relevant Lenders as soon as practicablethereafter.  If such notice is given (x)any Eurodollar Loans under the relevant Facility requested to be made on thefirst day of such Interest Period shall be made as ABR Loans, (y) any Loansunder the relevant Facility that were to have been converted on the first dayof such Interest Period to Eurodollar Loans shall be continued as ABR Loans and(z) any outstanding Eurodollar Loans under the relevant Facility shall beconverted, on the last day of the then-current Interest Period, to ABRLoans.  Until such notice has beenwithdrawn by the Administrative Agent, no further Eurodollar Loans under therelevant Facility shall be made or continued as such, nor shall the Borrowerhave the

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right to convert Loans under the relevant Facility toEurodollar Loans.  Upon the cessation ofthe circumstances giving rise to the delivery of such notice, theAdministrative Agent or the Majority Facility Lenders, as the case may be, shallpromptly withdraw such notice.

## 3.8           Pro Rata Treatment and Payments.

### (a)           Except as provided in Section 11.1,

#### (i)            eachborrowing by the Borrower from the Term Lenders hereunder and each payment,including each prepayment, by the Borrower on account of principal of andinterest on the Term Loans shall be made pro rata according to the respectiveoutstanding principal amounts of the Term Loans held by the Term Lenders;

#### (ii)           eachborrowing by the Borrower from the Revolving Lenders hereunder, each payment bythe Borrower on account of any commitment fee and any reduction of theRevolving Commitments shall be made pro rata according to the respective Revolving Percentages of the RevolvingLenders; and

#### (iii)          eachpayment (including each prepayment) by the Borrower on account of principal ofand interest on the Revolving Loans shall be made prorataaccording to the respective outstanding principal amounts of the RevolvingLoans then held by the Revolving Lenders.

### (b)           All payments (including prepayments) to be made by theBorrower hereunder, whether on account of principal, interest, fees orotherwise, shall be made without setoff or counterclaim and shall be made priorto 2:00 p.m., New York City time, on the due date thereof to the AdministrativeAgent, for the account of the Lenders, at the Funding Office, in Dollars and inimmediately available funds.  TheAdministrative Agent shall distribute such payments to the Lenders promptlyupon receipt in like funds as received. If any payment hereunder (other thanpayments on the Eurodollar Loans) becomes due and payable on a day other than aBusiness Day, such payment shall be extended to the next succeeding BusinessDay. If any payment on a Eurodollar Loan becomes due and payable on a day otherthan a Business Day, the maturity thereof shall be extended to the nextsucceeding Business Day unless the result of such extension would be to extendsuch payment into another calendar month, in which event such payment shall bemade on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to thepreceding two sentences, interest thereon shall be payable at the thenapplicable rate during such extension.

### (c)           Unless the Administrative Agent shall have been notifiedin writing by any Lender prior to the applicable Borrowing Date that suchLender will not make the amount that would constitute its Commitment (or anyportion thereof) available to the Administrative Agent, the AdministrativeAgent may assume that such Lender is making such amount available to theAdministrative Agent, and the Administrative Agent may, in reliance upon suchassumption, make available to the Borrower a corresponding amount.  If such amount is not made available to theAdministrative Agent by the required time on the applicable Borrowing Date,such Lender shall pay to the Administrative Agent, on-demand, such amount withinterest thereon at a rate equal to the daily average Federal Funds EffectiveRate for the period until such Lender makes such amount immediately availableto the Administrative Agent.  Acertificate of the Administrative Agent submitted to any Lender with respect toany amounts owing under this paragraph shall be conclusive in the absence ofmanifest error.  If such Lender’sCommitment (or any portion thereof) is not made available to the Administrative

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### Agent by such Lender within three BusinessDays of the applicable Borrowing Date, the Administrative Agent shall also beentitled to recover such amount with interest thereon at the rate per annumapplicable to ABR Loans under the relevant Facility, on demand, from theBorrower.

### (d)           Unless the Administrative Agent shall have been notifiedin writing by the Borrower prior to the date of any payment required to be madehereunder that the Borrower will not make such payment to the AdministrativeAgent, the Administrative Agent may assume that the Borrower is making suchpayment, and the Administrative Agent may, but shall not be required to, inreliance upon such assumption, make available to the Lenders their respectivepro rata shares of a corresponding amount. If such payment is not made to theAdministrative Agent by the Borrower within three Business Days of suchrequired date, the Administrative Agent shall be entitled to recover, on demand,from each Lender to which any amount which was made available pursuant to thepreceding sentence, such amount with interest thereon at the rate per annumequal to the daily average Federal Funds Effective Rate. Nothing herein shallbe deemed to limit the rights of the Administrative Agent or any Lender againstthe Borrower.

## 3.9           Requirements of Law.

(a)           Ifthe adoption of or any change in any Requirement of Law or in theinterpretation or application thereof after the date hereof or compliance byany Lender with any request or directive (whether or not having the force oflaw) from any central bank or other Governmental Authority made subsequent tothe date hereof:

#### (i)            shallsubject any Lender to any tax of any kind whatsoever with respect to anyEurodollar Loan made by it, or change the basis of taxation of payments to suchLender in respect thereof (except for Non-Excluded Taxes covered by Section3.10 and changes in the rate of tax on the overall net income or profits ofsuch Lender);

#### (ii)           shallimpose, modify or hold applicable any reserve, special deposit, compulsory loanor similar requirement against assets held by, deposits or other liabilities inor for the account of, advances, loans or other extensions of credit by, or anyother acquisition of funds by, any office of such Lender that is not otherwiseincluded in the determination of the Eurodollar Rate hereunder; or

#### (iii)          shallimpose any other condition affecting the interbank Eurodollar market;

and the result of any of the foregoing is to increasethe cost to such Lender, by an amount that such Lender deems to be material, ofmaking, converting into, continuing or maintaining Eurodollar Loans, or toreduce any amount receivable hereunder in respect thereof, then, in any suchcase, the Borrower shall promptly pay such Lender, upon its demand, anyadditional amounts necessary to compensate such Lender for such increased costor reduced amount receivable.  If anyLender becomes entitled to claim any additional amounts pursuant to thisparagraph, it shall promptly notify the Borrower (with a copy to theAdministrative Agent) of the event by reason of which it has become soentitled.

### (b)           If any Lender shall have determined that the adoption ofor any change in any Requirement of Law regarding capital adequacy or in theinterpretation or application thereof after the date hereof or compliance bysuch Lender or any corporation controlling such Lender with any request ordirective regarding capital adequacy (whether or not having the force of law)from any Governmental

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### Authority made subsequent to the date hereofshall have the effect of reducing the rate of return on such Lender’s or suchcorporation’s capital as a consequence of its obligations hereunder or under orin respect of any Letter of Credit to a level below that which such Lender orsuch corporation could have achieved but for such adoption, change orcompliance (taking into consideration such Lender’s or such corporation’spolicies with respect to capital adequacy) by an amount deemed by such Lenderto be material, then from time to time, after submission by such Lender to theBorrower (with a copy to the Administrative Agent) of a written requesttherefor, the Borrower shall pay to such Lender such additional amount oramounts as will compensate such Lender for such reduction. In determining suchadditional amounts, such Lender will act reasonably and in good faith and willuse averaging and attribution methods which are reasonable.

### (c)           A certificate as to any additional amounts payablepursuant to this Section submitted by any Lender to the Borrower (with a copyto the Administrative Agent) shall be conclusive in the absence of manifesterror. The obligations of the Borrower pursuant to this Section shall survivethe termination of this Agreement and the payment of the Loans and all otheramounts payable hereunder, provided that the Borrower shall not berequired to compensate a Lender pursuant to this Section for any amountsincurred more than six months prior to the date that such Lender notifies theBorrower of such Lender’s intention to claim compensation therefor; and providedfurther that, if the circumstances giving rise to such claim have aretroactive effect, then such 180 days period shall be extended to include theperiod of such retroactive effect.

## 3.10         Taxes.

### (a)           Except as otherwise provided herein all payments made bythe Borrower under this Agreement shall be made free and clear of, and withoutdeduction or withholding for or on account of, any taxes, levies, imposts,duties, charges, fees, deductions or withholdings, now or hereafter imposed,levied, collected, withheld or assessed by any Governmental Authority,excluding net income or profits taxes and franchise taxes (based on the netincome or profits of an Agent or Lender or imposed in lieu of net income taxes)imposed on any Agent or any Lender as a result of a present or formerconnection between such Agent or such Lender and the jurisdiction of theGovernmental Authority imposing such tax or any political subdivision or taxingauthority thereof or therein (other than any such connection arising solelyfrom such Agent or such Lender having executed, delivered or performed itsobligations or received a payment under, or enforced, this Agreement or anyother Loan Document).  If any suchnon-excluded taxes, levies, imposts, duties, charges, fees, deductions orwithholdings (“Non-Excluded Taxes”) or Other Taxes are required to bewithheld from any amounts payable to any Agent or any Lender hereunder, theamounts so payable to such Agent or such Lender shall be increased to theextent necessary to yield to such Agent or such Lender (after payment of allNon-Excluded Taxes and Other Taxes) interest or any such other amounts payablehereunder at the rates or in the amounts specified in this Agreement, provided,however, that the Borrower shall not be required to increase any suchamounts payable to any Lender with respect to any Non-Excluded Taxes (i) thatare attributable to such Lender’s failure to comply with the requirements ofparagraph (d) or (e) of this Section or (ii) that are United States withholdingtaxes unless such withholding results from a change in applicable law or treatyafter such Lender becomes a party to this Agreement.

### (b)           In addition, the Borrower shall pay any properly imposedOther Taxes to the relevant Governmental Authority in accordance withapplicable law.

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### (c)           Whenever any Non-Excluded Taxes or Other Taxes are payableby the Borrower, the Borrower shall promptly send to the Administrative Agentfor its own account or for the account of the relevant Agent or Lender, as thecase may be, a certified copy of an original official receipt received by theBorrower showing payment thereof or, if not available, other documentationevidencing such payment.  If the Borrowerfails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriatetaxing authority or fails to remit to the Administrative Agent the requiredreceipts or other required documentary evidence, the Borrower shall indemnifythe Agents and the Lenders for any incremental taxes, interest or penaltiesthat may become payable by any Agent or any Lender as a result of any suchfailure.

### (d)           Each Lender (or Transferee) that is not a “U.S. Person” asdefined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shalldeliver to the Borrower and the Administrative Agent (or, in the case of aParticipant, to the Lender from which the related participation shall have beenpurchased who shall in turn deliver to the Borrower and the AdministrativeAgent) two copies of either U.S. Internal Revenue Service Form W-8BEN or FormW-8130, or, in the case of a Non-U.S. Lender claiming exemption from U.S.federal withholding tax under Section 871(h) or 881(c) of the Code with respectto payments of “portfolio interest,” a statement substantially in the form ofExhibit C and a Form W-8BEN, or any subsequent versions thereof or successorsthereto, properly completed and duly executed by such Non-U.S. Lender claimingcomplete exemption from, or a reduced rate of, U.S. federal withholding tax onall payments by the Borrower under this Agreement and the other Loan Documents.Such forms shall be delivered by each Non-U.S. Lender on or before the date itbecomes a party to this Agreement (or, in the case of any Participant, on orbefore the date such Participant purchases the related participation). Inaddition, each Non-U.S. Lender shall deliver such forms promptly upon theobsolescence or invalidity of any form previously delivered by such Non-U.S.Lender.  Each Non-U.S. Lender shallpromptly notify the Borrower at any time it determines that it is no longer ina position to provide any previously delivered certificate to the Borrower (orany other form of certification adopted by the U.S. taxing authorities for suchpurpose). Notwithstanding any other provision of this paragraph, a Non-U.S.Lender shall not be required to deliver any form pursuant to this paragraphthat such Non-U.S. Lender is not legally able to deliver.

### (e)           A Lender that is entitled to an exemption from or reductionof non-U.S. withholding tax under the law of the jurisdiction in which theBorrower is located, or any treaty to which such jurisdiction is a party, withrespect to payments under this Agreement shall deliver to the Borrower (with acopy to the Administrative Agent), at the time or times prescribed byapplicable law or reasonably requested by the Borrower, such properly completedand executed documentation prescribed by applicable law as will permit suchpayments to be made without withholding or at a reduced rate, providedthat such Lender is legally entitled to complete, execute and deliver suchdocumentation and in such Lender’s reasonable judgment such completion,execution or submission would not materially prejudice the legal position ofsuch Lender.

### (f)            The agreements in this Section shall survive thetermination of this Agreement and the payment of the Loans and all otheramounts payable hereunder.

### (g)           The Borrower shall be entitled to contest, or,upon-written request of the Borrower, to require a Lender to take reasonablemeasures to contest, at the Borrower’s cost and expense, the imposition of anyNon-Excluded Tax or Other Tax. Notwithstanding this paragraph (g), the Borrowerstill must satisfy its obligations to pay additional amounts or indemnify theLender if such tax has already been withheld, paid, or deducted.

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3.11         Indemnity.  The Borrower agrees to indemnify each Lenderand to hold each Lender harmless from any loss or expense that such Lender maysustain or incur as a consequence of (a) default by the Borrower in making aborrowing of, conversion into or continuation of Eurodollar Loans after theBorrower has given a notice requesting the same in accordance with theprovisions of this Agreement, (b) default by the Borrower in making anyprepayment of or conversion from Eurodollar Loans after the Borrower has givena notice thereof in accordance with the provisions of this Agreement or (c) themaking of a payment or prepayment of Eurodollar Loans on a day that is not thelast day of an Interest Period with respect thereto.  Such indemnification may include (but shallin no event exceed) an amount equal to the excess, if any, of (i) the amount ofinterest that would have accrued on the amount so prepaid, or not so borrowed,converted or continued, for the period from the date of such prepayment or ofsuch failure to borrow, convert or continue to the last day of such InterestPeriod (or, in the case of a failure to borrow, convert or continue, theInterest Period that would have commenced on the date of such failure) in eachcase at the applicable rate of interest for such Loans provided for herein(excluding, however, the Applicable Rate included therein, if any) over (ii)the amount of interest (as reasonably determined by such Lender) that wouldhave accrued to such Lender on such amount by placing such amount on depositfor a comparable period with leading banks in the interbank eurodollarmarket.  A certificate as to any amountspayable pursuant to this Section submitted to the Borrower by any Lender shallbe conclusive in the absence of manifest error. No Lender shall be deemed to have any loss, expense or liabilityincurred by the reason of the liquidation or reemployment of deposits as aresult of the repayment of Eurodollar Loans prior to the end of an InterestPeriod unless the Eurodollar Rate which would be applicable to the EurodollarLoan being repaid if such Eurodollar Rate were being determined on the date ofrepayment (assuming for purposes of this determination that the Interest Periodor the maturity utilized in making such determination is the Interest Periodoriginally applicable to such Eurodollar Loan) is less than the Eurodollar Rateactually applicable to the Eurodollar Loan being repaid.  This covenant shall survive the terminationof this Agreement and the payment of the Loans and all other amounts payablehereunder.

3.12         Change of Lending Office.  Each Lender agrees that, upon the occurrenceof any event giving rise to the operation of Section 3.9 or 3.10(a) with respectto such Lender, it will, if requested by the Borrower, use reasonable efforts(subject to overall policy considerations of such Lender) to designate anotherlending office for any Loans affected by such event with the object of avoidingthe consequences of such event, provided that such designation is madeon terms that, in the reasonable judgment of such Lender, cause such Lender andits lending office(s) to suffer no material economic, legal or regulatorydisadvantage.

3.13         Replacement of Lenders.  If (x) any Lender defaults in its obligationsto make Loans, (y) any Lender refuses to give timely consents to proposedchanges, waivers, discharges or terminations with respect to this Agreementwhich have been approved by the Required Lenders as provided in Section 11.1but which requires the approval of one or more additional Lenders to becomeeffective in accordance with such Section or (z) any Lender is owed increasedcosts under Sections 3.9 or 3.10 which in the judgment of the Borrower arematerial in amount and which are not otherwise requested by Lendersconstituting at least the Required Lenders (assuming for this purpose that thepercentage in such definition was 80%), the Borrower shall have the right, ifno Event of Default then exists and, in the case of a Lender described inclause (z) above, such Lender has not withdrawn its request for suchcompensation or changed its applicable lending office with the effect ofeliminating or substantially decreasing (to a level which in the judgment ofthe Borrower is not material) such increased cost, to replace such Lender (the “ReplacedLender”) with one or more other Eligible Transferee or Transferees(collectively, the “Replacement Lender”) with the consent of theAdministrative Agent, which consent

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shall not be unreasonably withheld or delayed, providedthat (i) at the time of any replacement pursuant to this Section, theReplacement Lender shall enter into an Assignment and Acceptance pursuant towhich the Replacement Lender shall acquire all of the Commitments andoutstanding Loans of, the Replaced Lender and, in connection therewith, shallpay to the Replaced Lender in respect thereof an amount equal to the principalof, and all accrued interest on, all outstanding Loans of the Replaced Lenderand the Borrower or Replacement Lender shall pay any fees payable in connectionwith such assignment pursuant to Section 11.6, (ii) all obligations of theBorrower owing to the Replaced Lender (other than those specifically describedin clause (i) above in respect of which the assignment purchase price has been,or is concurrently being, paid) shall be paid in full to such Replaced Lenderconcurrently with such replacement and (iii) and in the case of any replacementpursuant to clause (y) above, the Replacement Lender shall approve the proposedchanges, waivers, discharges or terminations at the time of suchreplacement.  Upon the execution of therespective assignment documentation, the payment of amounts referred to inclauses (i) and (ii) above and, if so requested by the Replacement Lender,delivery to the Replacement Lender of the appropriate Notes executed by theBorrower, the Replacement Lender shall become a Lender hereunder and theReplaced Lender shall cease to constitute a Lender hereunder, except with respectto indemnification provisions under this Agreement, which shall survive as tosuch Replaced Lender.

## 3.14         Super Priority Nature of Obligations and Lenders’ Liens.At all times prior to the Exit Facilities Conversion Date:

### (a)           All Obligations shall constitute administrative expensesof the Loan Parties in the Cases, with super-priority status under section364(c)(1) of the Bankruptcy Code. Subject to the Carve-Out and Avoidance Actions, such super-priorityadministrative claims shall have priority over all other costs and expenses ofthe kinds specified in, or ordered pursuant to, Sections 105, 326, 328, 330,331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provisionof the Bankruptcy Code or otherwise, and shall at all times be senior to therights of the Loan Parties, the estates of the Loan Parties, and any successortrustee or estate representative in the Cases or any subsequent proceeding orcase under the Bankruptcy Code.  Pursuantto Section 364(d)(1) of the Bankruptcy Code and the DIP Order, the Liensgranted to the Collateral Agent for the benefit of the Secured Creditors on theCollateral owned by the Loan Parties shall have priority *pari passu*with the Liens securing the Pari Passu Obligations and priority over the JuniorLien (as defined in the Intercreditor Agreement), the PBGC Lien (as defined inthe Intercreditor Agreement) and any Liens on the Collateral that secure theobligations under Pre-Petition Credit Agreement to the extent such Liens arenot satisfied, released and discharged (collectively, the Junior Lien, the PBGCLien, theLiens securing the Pari-Passu Obligations and the Liens securing theobligations under the Pre-Petition Credit Agreement are referred to herein asthe “Specified Primed Liens”).  Inaddition, pursuant to Sections 364(c)(2), 364(c)(3) and 364(d)(1) of theBankruptcy Code and the DIP Order, the Liens granted to the Collateral Agentfor the benefit of the Secured Creditors on the Collateral owned by the LoanParties shall have priority *pari passu* withthe Liens securing the Pari Passu Obligations and priority over all other Lienson the Collateral, subject only to (i) Permitted Petition Date Liens and (ii)the Carve-Out.

### (b)           Without limiting the foregoing, the Collateral Agent’sLiens on the Collateral owned by the Loan Parties and the Agents’ and Lenders’super-priority administrative claims under Section 364(c)(1) of the BankruptcyCode shall have priority over any claims arising under Section 506(c) of theBankruptcy Code subject and subordinate only to the Carve-Out.  Except as set forth herein or in the DIPOrder, no other claim having a priority superior or *pari passu*to that granted to the Agents  andLenders by the DIP Order shall be granted or approved while any Obligations orCommitments under

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### this Agreement remain outstanding.  Except for the Carve Out, no costs orexpenses of administration shall be imposed against the Agents, the Lenders orany of the Collateral under Sections 105 or 506(c) of the Bankruptcy Code, orotherwise, and each of the Loan Parties hereby waives for itself and on behalfof its estate in bankruptcy, any and all rights under Sections 105 or 506(c),or otherwise, to assert or impose or seek to assert or impose, any such costsor expenses of administration against any Agent or the Lenders.

### (c)           Subject to the DIP Order and Section 8 hereof, upon thematurity (whether by acceleration or otherwise) of any of the Obligations underthis Agreement or any of the other Loan Documents, Lenders shall be entitled toimmediate payment of such Obligations without further application to or orderof the Bankruptcy Court.

### (d)           The Loan Parties agree that (i) the Obligations hereundershall not be discharged by the entry of an order confirming a Plan ofReorganization in any Case (and the Loan Parties, pursuant to Section1141(d)(4) of the Bankruptcy Code, hereby waive any such discharge) and (ii)the super-priority administrative claim granted to the Collateral Agent andLenders pursuant to the DIP Order and the Liens granted to the Collateral Agentpursuant to the DIP Order shall not be affected in any manner by the entry ofan order confirming a Plan of Reorganization in any Case.

### (e)           Upon the Closing Date, and on behalf of themselves andtheir estates, and for so long as any Obligations or Commitments shall beoutstanding, the Loan Parties hereby irrevocably waive any right, pursuant toSections 364(c) or 364(d) of the Bankruptcy Code or otherwise, to grant anyLien of equal or greater priority than the Liens securing the Obligations, orto approve a claim of equal or greater priority than the Obligations, except asexpressly permitted under the DIP Order.

Notwithstanding the foregoing, so long as no Defaultor Event of Default shall have occurred and be continuing, the Borrower and theGuarantors shall be permitted to pay fees and expenses allowed and payableunder Sections 330 and 331 of the Bankruptcy Code, as the same may be due andpayable, and the same shall not reduce the Carve-Out.

SECTION 4 REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter intothis Agreement and to make the Loans and issue or participate in the Letters ofCredit, each of Holdings, NWAC, NWA and the Borrower hereby jointly andseverally represent and warrant to each Agent and Lender that:

## 4.1           Financial Condition; Financial Outlook.

### (a)           The audited consolidated balance sheets of Holdings andits Subsidiaries as at December 31, 2005, and the related consolidatedstatements of operations, of common stockholders’ deficit and of cash flows forthe fiscal year ended on such date, reported on by Ernst & Young LLP,present fairly in all material respects the consolidated financial condition ofsuch entities as at such date, and the consolidated results of their operationsand their consolidated cash flows for the respective fiscal years thenended.  The unaudited condensedconsolidated balance sheets of Holdings and its Subsidiaries as at March 31,2006, and the related unaudited condensed consolidated statements of income andcash flows for the three-month period ended on such date, present fairly in allmaterial respects the consolidated financial condition of such entities as atsuch date and the consolidated results of their operations and theirconsolidated cash flows for the three-month period then ended (subject tonormal year-end audit adjustments).  Allsuch financial statements, including the related schedules and notes

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### thereto (in the case of such annualstatements), have been prepared in accordance with GAAP applied consistentlythroughout the periods involved (except as disclosed therein).

### (b)           On and as of the Closing Date, the Financial Outlook,previously delivered to the Agents and the Lenders, was prepared on a basisconsistent in all material respects with the financial statements referred toin Section 4.1(a) (other than as set forth or presented in such FinancialOutlook), and there are no statements or conclusions in the Financial Outlookwhich are based upon or include information known to any Loan Party to bemisleading in any material respect or which fail to take into account materialinformation regarding the matters reported therein.  The Financial Outlook is based on good faithestimates and assumptions believed by the Loan Parties to be reasonable at thetime made, it being recognized by the Lenders that the Financial Outlook as tofuture events is not to be viewed as facts and that actual results during theperiod or periods covered by the Financial Outlook may differ from the resultsset forth in the Financial Outlook.

4.2           No Change.  Since December 31, 2005, there has been nomaterial adverse change in the financial condition or results of operations ofany Loan Party.

4.3           Corporate Existence; Compliancewith Law.  Holdings and each of itsSubsidiaries (a) is duly organized, validly existing and in good standing underthe laws of the jurisdiction of its organization, (b) has the power andauthority, and the legal right, to own and operate its property, to lease theproperty it operates as lessee and to conduct the business in which it iscurrently engaged and presently proposes to engage in, (c) is duly qualified asa foreign corporation and in good standing under the laws of each jurisdictionwhere it is required to be so qualified and where the failure to be soqualified would have a Material Adverse Effect, and (d) is in compliance withall Requirements of Law (including, without limitation, Environmental Laws)except to the extent that the failure to comply therewith would not, in theaggregate, have a Material Adverse Effect.

4.4           Corporate Power; Authorization;Enforceable Obligations.  Each LoanParty has the corporate power and authority, and the legal right, to make,deliver and perform the Loan Documents to which it is a party and, in the caseof the Borrower, to obtain extensions of credit hereunder.  Each Loan Party has taken all necessarycorporate action to authorize the execution, delivery and performance of theLoan Documents to which it is a party and, in the case of the Borrower, toauthorize the extensions of credit on the terms and conditions of thisAgreement.  Except for the DIP Order, nomaterial consent or authorization of, filing with, notice to or other act by orin respect of, any Governmental Authority or any other Person, including,without limitation, U.S. Bank and the PBGC under the Intercreditor Agreement,is required in connection with the extensions of credit hereunder or with theexecution, delivery, performance, validity or enforceability of this Agreementor any of the Loan Documents, except consents, authorizations, filings andnotices described in Schedule 4.4, which consents, authorizations, filings andnotices have been obtained or made and are in full force and effect and anysuch other consent, authorization, filing, notice or other act required to bemade or obtained after the Closing Date in the ordinary course ofbusiness.  Each Loan Document has beenduly executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each otherLoan Document upon execution will constitute, a legal, valid and bindingobligation of each Loan Party party thereto, enforceable against each such LoanParty in accordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought by proceedings in equity orat law).

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4.5           No Legal Bar.  The execution, delivery and performance of thisAgreement and the other Loan Documents, the borrowings hereunder and the use ofthe proceeds thereof will not violate in any material respect any materialRequirement of Law or any material Contractual Obligation of Holdings and itsSubsidiaries and will not result in, or require, the creation or imposition ofany Lien on any of their respective properties or revenues pursuant to any suchRequirement of Law or Contractual Obligation.

4.6           Litigation.  There are no actions, suits or proceedingspending or threatened with respect to any Loan Party or any of its Subsidiaries(i) that have had a material adverse affect on the financial condition orresults of operations of any Loan Party or (ii) that affect the legality,validity, binding effect or enforceability of any Loan Document.

4.7           Ownership of the Pool Assets.  The Pool Assets are owned by the Borrower andare not subject to any Lien except as permitted by Section 7.3.

4.8           Federal Regulation.  Not more than 25% of the value of the assetsof the Borrower, or of Holdings and its Subsidiaries on a consolidated basis,constitutes “margin stock” within the meaning of such term under RegulationU.  Neither the making of any Loan northe use of the proceeds of any thereof will violate or be inconsistent with theprovisions of Regulation T, U or X of the Board.

## 4.9           ERISA

### (a)           As of each Borrowing Date following the Exit FacilitiesConversion Date and excluding ****any act or omission prior to the Exit FacilitiesConversion Date and any consequences thereof that are provided for in the Planof Reorganization****: (i) each Pension Plan has beenoperated and administered in compliance with all applicable requirements ofERISA and, if intended to qualify under Section 401(a) or 403(a) of the Code,in compliance with all applicable requirements of such provision except wherethe failure to so comply would not result in, taking all instances in theaggregate, liability in excess of $2,000,000; (ii) full payment has been madeby each Loan Party or any of its ERISA Affiliates of all amounts which suchPersons are required under the terms of each Pension Plan and MultiemployerPlan to have paid as contributions to such Pension Plan and Multiemployer Planexcept where the failure to so comply, taking all instances in the aggregate, wouldnot result in liability in excess of $2,000,000;  (iii) none of the Pension Plans had anaccumulated funding deficiency as (defined in Section 302 of ERISA and Section412 of the Code), whether or not waived, as of the last day of the most recentplan year of such Pension Plan; (iv) no Termination Event has occurred or, tothe best knowledge of any Loan Party, is expected by such Loan Party to occurwith respect to any Pension Plan or Multiemployer Plan such that any Loan Partyor any of its ERISA Affiliates would incur, taking all instances in theaggregate, liabilities in excess of $10,000,000 (such liability to include,without limitation, any liability to the PBGC or to any other party underSection 4062, 4063 and 4064 of ERISA or to any Multiemployer Plan determinedunder Section 4201 etseq. of ERISA) resulting from or associatedwith all such Termination Events.

### (b)           No Loan Party nor any of its ERISA Affiliates has engagedin any transaction in connection with which any such entity has been or couldbe subjected to either a tax imposed by Section 4975 of the Code or thecorresponding civil penalty assessed pursuant to Sections 502(i) and 502(l) ofERISA, which penalties and taxes for all such transactions are in an aggregateamount in excess of $2,500,000.  Usingactuarial assumptions and computation methods consistent with Part 1 ofsubtitle E of Title IV of ERISA, the aggregate liabilities of Holdings and itsSubsidiaries, the Borrower and its

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### Subsidiaries and their ERISA Affiliates toall Multiemployer Plans in the event of a complete withdrawal therefrom, as ofthe close of the most recent fiscal year of each such Multiemployer Plan endedprior to the Borrowing Date would not have a material adverse effect upon theresults of operation or financial condition of any Loan Party.  No Loan Party nor any of its Subsidiariesmaintains or contributes to any employee welfare benefit plan (as defined inSection 3(1) of ERISA) which provides benefits to retired employees or otherformer employees (other than as required by Section 601 of ERISA or anyemployee pension benefit plan (as defined in Section 3(2) of ERISA) theobligations with respect to which would have a material adverse effect on theability of any Loan Party to perform its respective obligations under thisAgreement.

4.10         Investment Company Act.  No Loan Party is an “investment company,” ora company “controlled” by an “investment company,” within the meaning of theInvestment Company Act of 1940, as amended.

4.11         Subsidiaries.  As of the Closing Date, Schedule 4.11correctly sets forth the percentage ownership (direct and indirect) ofHoldings, NWAC, NWA and the Borrower in each of their respective Subsidiaries.

4.12         Use of Proceeds.  The proceeds of the Loans shall be used (i)to repay in full all, but not less than all, amounts outstanding underPre-Petition Credit Agreement (ii) to pay related transaction costs, feesand expenses, (iii) to provide working capital from time to time for theBorrower and its Subsidiaries, and (iv) for other general corporatepurposes.

4.13         True and Complete Disclosure.  All factual information (taken as a whole)furnished by or on behalf of any Loan Party in writing to any Agent or anyLender for purposes of or in connection with this Agreement, the other Loan Documentsor any transaction contemplated herein or therein is, and all other suchfactual information (taken as a whole) hereafter furnished by or on behalf ofany such Persons in writing to any Agent or any Lender will be, true andaccurate in all material respects on the date as of which such information isdated or certified and not incomplete by omitting to state any fact necessaryto make such information (taken as a whole) not misleading in any materialrespect at such time in light of the circumstances under which such informationwas provided.

4.14         Air Carrier.  The Borrower is a Certificated Air Carrier.

4.15         Pacific Routes.  As of the Closing Date, Schedule 7.5identifies all of the Routes held by the Borrower in connection with its routesystem in the Pacific Countries.

4.16         Slot Utilization.  The Borrower is utilizing the Slots in amanner consistent in all material respects with applicable regulations andcontracts in order to preserve both its right to hold and operate the Slots,taking into account any waivers or other relief granted to the Borrower by theFAA.  The Borrower has not received anynotice from the FAA, and is not aware of any other event or circumstance, thatwould be reasonably likely to impair its right to hold and operate the Slots inany material respect.

4.17         Foreign Slot Utilization.  The Borrower is utilizing the Foreign Slotsin a manner consistent in all material respects with applicable regulations,foreign laws, and contracts in order to preserve both its right to hold andoperate the Foreign Slots.  The Borrowerhas not received any notice from any applicable Foreign Aviation Authorities,nor is the Borrower aware of any other event or circumstance, that would bereasonably likely to impair its right to hold and operate the Foreign Slots inany material respect.

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4.18         Route Utilization.  The Borrower holds the requisite authority tooperate over each of the Pacific Routes pursuant to Title 49, all rules andregulations promulgated thereunder, applicable foreign law, and the applicablerules and regulations of the FAA, the DOT and any applicable Foreign AviationAuthorities, and has, at all times after being awarded each such Pacific Route,complied in all material respects with all of the terms, conditions andlimitations of each such certificate or order issued by the DOT and theapplicable Foreign Aviation Authorities regarding such Pacific Route and withall applicable provisions of Title 49 or applicable foreign law.  There exists no violation of such terms,conditions or limitations that gives the FAA, DOT or any applicable ForeignAviation Authorities the right to terminate, cancel, withdraw or modify in anymaterial adverse respect the rights of the Borrower in any such Pacific Route.

## 4.19         Security Documents.

### (a)           The Security Documents remain in full force and effect,are effective to secure the Obligations under this Agreement, and areenforceable in accordance with their terms except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium orsimilar laws affecting the enforcement of creditors’ rights generally and bygeneral equitable principles (whether enforcement is sought by proceedings inequity or at law).

### (b)           Except as expressly stated therein, each security interestthat is purported to be granted under the Security Documents constitutes aperfected first priority security interest in favor of the Collateral Agent forthe benefit of the Secured Creditors in the Collateral subject thereto (to theextent such perfection and priority can be obtained by filing a UniformCommercial Code financing statement and any requisite filings with the FAA),and such security interests (i) are continuing, valid and enforceable, (ii) arenot subject to any defense, counterclaim or setoff and (iii) are entitled tothe benefits, rights and protections afforded under the IntercreditorAgreement.

## 4.20         Secured, Super-Priority Obligations. On and after theClosing Date and until the Exit Facilities Conversion Date:

### (a)           The provisions of the Loan Documents and the DIP Order areeffective to create in favor of the Collateral Agent, for the benefit of theSecured Creditors, legal, valid and perfected Liens on and security interestsin all right, title and interest of the Loan Parties in the Collateral, havingthe priority provided for herein and in the DIP Order and enforceable againstthe Loan Parties.

### (b)           Pursuant to subclauses (2) and (3) of clause (c) andsubclause (1) of clause (d) of section 364 of the Bankruptcy Code and the DIPOrder, all Obligations are secured by a first priority perfected Lien on theCollateral, subject only to (i) Permitted Petition Date Liens, (ii) theCarve-Out and (iii) subject to the terms and conditions of theIntercreditor Agreement, Liens securing the Pari Passu Obligations.

### (c)           Pursuant to clause (c)(1) of Section 364 of the BankruptcyCode and the DIP Order, all Obligations and all other obligations of the LoanParties under the Loan Documents at all times shall constitute allowedsuper-priority administrative expense claims in the Cases having priority overall administrative expenses of the kind specified in clause (b) of Section 503or clause (b) of Section 507 of the Bankruptcy Code, in each case subject onlyto the Carve-Out.

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### (d)           TheDIP Order and the transactions contemplated hereby and thereby are in fullforce and effect and have not been vacated, reversed, modified, amended orstayed without the prior written consent of the Required Lenders.

SECTION 5  CONDITIONS PRECEDENT

5.1           Conditionsto Initial Extension of Credit.  Theeffectiveness of this Agreement and the agreement of each Lender to make theinitial Loan requested to be made by it hereunder is subject to thesatisfaction on the Closing Date of the following conditions precedent:

(a)           CreditAgreement.  The Administrative Agentshall have received (i) this Agreement, executed and delivered by theAdministrative Agent, Holdings, NWAC, NWA, the Borrower, and each Lender,(ii)  the Route Security Agreement executed and delivered by the Borrowerand the Collateral Agent and (iii) the Intercreditor Agreement, executedand delivered by the Administrative Agent, U.S. Bank, the PBGC, the Borrowerand the Guarantors.

(b)           SecurityInterest.  The Collateral Agent shallhave received evidence satisfactory to it of the perfection of its securityinterest in the Collateral under applicable foreign, federal and state law.

(c)           Approvals.  All governmental and third party approvalsdeemed reasonably necessary by the Joint Lead Arrangers shall have beenobtained and be in full force and effect.

(d)           Debtorsin Possession.  The Borrower and theGuarantors shall each be a debtor and a debtor-in-possession under Chapter 11of the Bankruptcy Code. 

(e)           DIPOrder and Other Bankruptcy Court Filings. The Bankruptcy Court shall have entered the DIP Order, which shall becertified by the Clerk of the Bankruptcy Court as having been duly entered, andthe DIP Order shall be in full force and effect and shall not have beenvacated, reversed, modified, amended or stayed without the written consent ofthe Required Lenders and, if the DIP Order is the subject of a pending appealin any respect, neither the making of the Loans nor the performance by the LoanParties of their respective obligations under the Loan Documents shall be thesubject of a presently effective stay pending appeal. 

(f)            Fees;Expenses; Accrued Interest.  TheLenders and the Agents shall have received: 

(i)              all fees due and payable inconnection with this Agreement on or before the Closing Date; and 

(ii)             all expenses payable by theBorrower as set forth herein for which invoices have been presented (includingthe reasonable fees and expenses of legal counsel) on or before the ClosingDate. 

(g)           FinancialInformation and Appraisal.  The Lendersshall have received and be satisfied with such financial information as may bereasonably requested by the Administrative Agent, including a copy of theJanuary 2006 Appraisal of the Pool Assets.

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(h)           ClosingCertificates.  The AdministrativeAgent shall have received, with a counterpart for each Lender, a certificate ofeach Loan Party, dated the Closing Date, substantially in the form of ExhibitA, with appropriate insertions and attachments.

### (i)            LegalOpinions.  The Administrative Agentshall have received the executed legal opinions of counsel to the Borrower andthe Guarantors (including aviation counsel), addressing such matters as theAdministrative Agent shall reasonably request, including, without limitation,the enforceability of all Loan Documents, compliance with all laws andregulations (including Regulation U of the Board of Governors of the FederalReserve System), the perfection of all security interests purported to begranted and no conflicts with material agreements, each in form and substancesatisfactory to the Administrative Agent.

### (j)            LienSearch Results.  The AdministrativeAgent shall have received Uniform Commercial Code and other lien searches(including PBGC, tax liens and judgments) conducted in the jurisdictions inwhich the Borrower and the Guarantors are incorporated (dated as of a datereasonably satisfactory to the Administrative Agent), reflecting the absence ofliens and encumbrances on the Collateral other than Liens securing the PariPassu Obligations and the Junior Lien and the PBGC Lien (as such terms aredefined in the Intercreditor Agreement).

### (k)           LaborSavings.  The Administrative Agentshall have received evidence reasonably satisfactory to it that the annuallabor savings of the Borrower and the Guarantors is at least $1.3 billion, asmeasured on a steady-state annual basis from wages, productivity, outsourcingand benefits (excluding pensions other than approximately $70 million ofpension-related savings included in the 2004 Pilot Bridge Agreement) measured atapproximately 93 billion annual available seat miles and against initial basecosts of approximately $3.5 billion through one or more of the following: (i)new collectively bargained agreements (including the 2004 Pilot BridgeAgreement) and any corresponding salaried employee savings, (ii) securingrelief under Section 1113(c) of the Bankruptcy Code, and (iii) impositionof new contract terms.

### (l)            Rating.  The Facilities, after giving effect to thetransactions to be consummated on the Closing Date, including the making of theinitial Loans, shall have been assigned credit ratings by Moody’s and S&P.

### (m)          Representationsand Warranties.  Each of therepresentations and warranties made by any-Loan-Party in or pursuant to theLoan Documents shall be true and correct in all material respects with the sameeffect as though such representations and warranties had been made on such date(it being understood and agreed that any representation or warranty which byits terms is made as of a specified date shall be required to be true andcorrect in all material respects only as of such specified date).

### (n)           NoDefault.  No Default or Event ofDefault shall have occurred and be continuing on such date.

Upon the satisfaction (in the good faith judgment ofthe Administrative Agent) of the foregoing conditions, the Administrative Agentshall notify the Borrower and the Lenders of the satisfaction thereof, suchnotice shall be conclusive and binding and the Closing Date shall be deemed tohave occurred.

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5.2           Conditionsto Each Extension of Credit.  Theagreement of each Lender to make any extension of credit (including anyissuance of a Letter of Credit or any extension thereof) requested to be madeby it on any date (including its initial extension of credit) is subject to thesatisfaction of the following conditions precedent:

### (a)           NoDefault. No Default or Event of Default shall have occurred and becontinuing on such date or after giving effect to the extensions of creditrequested to be made on such date.

### (b)           Representationsand Warranties.  Each of therepresentations and warranties made by any Loan Party in or pursuant to theLoan Documents shall be true and correct in all material respects on and as ofsuch date as if made on and as of such date, except to the extent that suchrepresentations and warranties refer to an earlier date, in which case theyshall be true and correct in all material respects as of such earlier date.

Each borrowing by andissuance (or extension) of a Letter of Credit on behalf of the Borrower hereundershall constitute a representation and warranty by the Borrower as of the dateof such extension of credit that the conditions contained in this Section 5.2have been satisfied.

5.3           ExitFacilities Option.  The Lendershereby grant Northwest Airlines, Inc. the option (the **“**ExitFacilities Option**”**) to cause theDIP Facilities to be converted to Exit Facilities in accordance with Section5.5 upon the effective date of a Plan of Reorganization, such option beingirrevocable, subject only to the satisfaction (or waiver in accordance withSection 11.1) of the conditions of Section 5.4.

## 5.4           Conditionsto Exit Facilities Option.  Theagreement of each Lender to extend the maturity of the Facilities beyond thesecond anniversary of the Closing Date is subject to the satisfaction, orwaiver in accordance with Section 11.1, of the following conditions on orbefore the second anniversary of the Closing Date:

### (a)           TheBorrower shall have given and the Lenders shall have received not less than tenBusiness Days’ prior written irrevocable notice of the exercise of the ExitFacilities Option.

### (b)           (A) TheBankruptcy Court shall have entered an order confirming the Plan ofReorganization and approving and authorizing the transactions contemplatedthereby and the granting of liens under the Exit Facilities and containing arelease in favor of the Administrative Agent and the Lenders and theirrespective affiliates; (B) the Plan of Reorganization shall not have beenmodified, altered, amended or otherwise changed or supplemented in any manneradverse in any material respect to the Lenders or the Administrative Agentwithout the prior written consent of the Administrative Agent; and (C) allconditions precedent to the effectiveness of the Plan of Reorganization (otherthan the extension of credit hereunder) shall have been satisfied (or waived inaccordance with the Plan of Reorganization), the effective date (as defined inthe Plan of Reorganization) shall have occurred and the Plan of Reorganizationshall have been substantially consummated (as defined in Section 1101 of theBankruptcy Code and which for purposes hereof shall be no later than theeffective date (as defined in the Plan of Reorganization)).

### (c)           TheAdministrative Agent shall have received the Accession and Novation Agreement,executed and delivered in accordance with Section 5.5(a).

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### (d)           Aftersatisfaction of the conditions precedent set forth in paragraphs (a), (b) and(c) of this Section, the Collateral Agent, for the benefit of the SecuredCreditors, shall have a perfected first priority security interest in theCollateral, and the Loan Parties shall have taken all actions reasonablyrequested by the Collateral Agent to grant to the Collateral Agent, for thebenefit of the Secured Creditors, a perfected first priority security interestin the Collateral, including the filing of Uniform Commercial Code financingstatements in such jurisdictions as may be required by the Security Documentsor by law or as may be reasonably requested by the Collateral Agent.

### (e)           Theprojections set forth in the Disclosure Statement related to the confirmed Planof Reorganization shall reflect that the Borrower is in pro-forma compliancewith the financial covenants set forth in Sections 7.1(a) and 7.1(b) for theterm of this Agreement.

### (f)            TheAdministrative Agent shall have received evidence reasonably satisfactory to itthat the annual labor savings of the Borrower and the Guarantors is at least$1.3 billion, as determined in accordance with Section 5.1(k).

### (g)           TheAdministrative Agent shall have received evidence reasonably satisfactory to itthat the Borrower and the Guarantors have received legislative pension reliefconsistent with the business plan previously furnished to the AdministrativeAgent or have terminated their pension plans without incurring changes in cashflow in excess of those contemplated in the business plan previously furnishedto the Administrative Agent after giving effect to all forms of cash paymentsmade to employees in lieu of cash pension benefits.

### (h)           TheAdministrative Agent shall have received a Compliance Certificate of theBorrower certifying that, as of the Exit Facilities Conversion Date, and aftergiving effect to the transactions to be consummated on the Exit FacilitiesConversion Date, the sum of Cash Liquidity and the aggregate unusedavailability under committed credit facilities available to Holdings and itsSubsidiaries is not less than $2,000,000,000.

### (i)            TheExit Facilities, after giving effect to the transactions to be consummated onthe Exit Facilities Conversion Date, shall have been assigned credit ratings byMoody’s and S&P.

### (j)            Asof the Exit Facilities Conversion Date, no event shall have occurred and becontinuing or would result from the exercise by the Borrower of the ExitFacilities Option that would constitute an Event of Default or a Default.

### (k)           TheAdministrative Agent shall have received an Appraisal of the Pool Assets datedno earlier than 90 days prior to the Exit Facilities Conversion Date and aCompliance Certificate of the Borrower certifying that, as of the ExitFacilities Conversion Date, after giving effect to the transactions to beconsummated on the Exit Facilities Conversion Date and based on such updatedAppraisal, the Total Appraised Value Ratio is not less than 1.50 to 1.00.

### (l)            Eachof the representations and warranties made by any Loan Party in or pursuant tothe Loan Documents shall be true and correct in all material respects on and asof the Exit Facilities Conversion Date as if made on and as of such date, exceptto the extent that such representations and warranties refer to an earlierdate, in which case they shall be true and correct in all material respects asof such earlier date.

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## 5.5           Conversionto Exit Facilities.

### (a)           Pursuantto the Plan of Reorganization and upon the effective date thereof, all of theassets of the Loan Parties (the “Existing Loan Parties”) shall havevested in the reorganized Loan Parties (the “Reorganized Loan Parties”)in a manner reasonably acceptable to the Administrative Agent.  In the event that the Borrower exercises theExit Facilities Option and upon (x) the execution and delivery to theAdministrative Agent by the Reorganized Loan Parties, the Existing LoanParties, the Administrative Agent and the Collateral Agent of an accession,assumption and novation agreement substantially in the form of Exhibit G (the “Accessionand Novation Agreement”) and (y) the satisfaction (or waiver in accordancewith Section 11.1) of the other conditions precedent set forth in Section 5.4:

(i)            each of (x) the Existing LoanParties and (y) the Administrative Agent, the Collateral Agent, the Lenders andthe Issuing Lender shall be released from further obligations towards oneanother under this Agreement and the other Loan Documents and their respectiverights against one another shall be cancelled (being the “Discharged Rightsand Obligations”);

(ii)           (A) each of (x) the ReorganizedLoan Parties and (y) the Administrative Agent, the Collateral Agent, theLenders and the Issuing Lender shall, by novation, assume obligations towardsone another and/or acquire rights against one another which differ from theDischarged Rights and Obligations only insofar as each Reorganized Loan Party,the Administrative Agent, the Collateral Agent, the Lenders and the IssuingLender shall have assumed and/or acquired the same respective obligations andrights in place of each Existing Loan Party (in each case as either Borrower orGuarantor, as specified in the Accession and Novation Agreement), theAdministrative Agent, the Collateral Agent, the Lenders and Issuing Lender and(B) each Reorganized Loan Party shall become a party hereto as the “Borrower”or as a “Guarantor”, as applicable;

(iii)          The Administrative Agent, theCollateral Agent, the Lenders and the Issuing Lender shall retain the samerights and obligations among themselves as they would have had the ReorganizedLoan Parties at all times been Existing Loan Parties; and

(iv)          on and following the Exit FacilitiesConversion Date the defined terms “Borrower”, “Guarantor” and **“**Loan Parties**”** shall beconstrued to refer to each applicable Reorganized Loan Party, in accordancewith the provisions of this Section 5.5(a).

### (b)           Eachof the Existing Loan Parties, the Reorganized Loan Parties, the AdministrativeAgent, the Collateral Agent, the Lenders and the Issuing Lender shall take suchactions and execute and deliver such agreements, instruments or other documents(at the sole cost and expense of the Existing Loan Parties and the ReorganizedLoan Parties) as the Administrative Agent may reasonably request and solely asare necessary to give effect to the provisions of this Section 5.5 includingamending this Agreement to remove those provisions that apply solely to theperiod prior to the Exit Facilities Conversion Date; provided, howeverthat the consent of, or other action by, any of the Lenders or the IssuingLender is not a condition precedent to the effectiveness of the Accession andNovation Agreement and the provisions of Section 5.5(a).

# SECTION 6  AFFIRMATIVE COVENANTS

Each of Holdings, NWAC, NWA and the Borrower herebyagrees that, so long as the Commitments remain in effect, any Letter of Creditremains outstanding or any Loan or other amount is owing to any Lender or Agenthereunder, each of Holdings, NWAC, NWA and the Borrower shall and shall causeeach of its Subsidiaries to:

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6.1           Financial Statements.  Furnish to the Administrative Agent (and theAdministrative Agent shall promptly following receipt thereof furnish to theLenders):

### (a)           as soon as available, but in anyevent within 90 days after the end of each fiscal year of Holdings, a copy ofthe SEC Form 10-K filed by Holdings with the SEC for such fiscal year, or, ifno such Form 10-K was so filed by Holdings for such fiscal year, the auditedconsolidated balance sheet of Holdings and its Subsidiaries as at the end ofsuch fiscal year and the related audited consolidated statements of operations,of common stockholders’ equity and of cash flows for such year, setting forthin each case in comparative form the figures for the previous year, reported byErnst & Young or other independent certified public accountants ofnationally recognized standing, which report, in respect of any fiscal yearending after the Exit Facilities Conversion Date, shall be without a “goingconcern” or like qualification or exception, or, in respect of any fiscal year,without qualification arising out of the scope of the audit; and

### (b)           as soon as available, but in anyevent not later than 45 days after the end of each of the first three quarterlyperiods of each fiscal year of Holdings, a copy of the SEC Form 10-Q filed byHoldings with the SEC for such quarterly period, or, if no such Form 10-Q wasso filed by Holdings with respect to any such quarterly period, the unauditedconsolidated balance sheet of Holdings and its Subsidiaries as at the end ofsuch quarter and the related unaudited consolidated statements of operationsfor such quarter and the portion of the fiscal year through the end of suchquarter, setting forth in each case in comparative form the figures for theprevious year, certified by a Responsible Officer of Holdings, as the case maybe, as being fairly stated in all material respects (subject to normal year-endaudit adjustments).

All such financial statements shall be prepared inaccordance with GAAP applied consistently throughout the periods reflectedtherein and with prior periods (except as approved by such accountants orofficer, as the case may be, and disclosed therein).  Subject to the next succeeding sentence,information delivered pursuant to this Section 6.1 to the Administrative Agentmay be made available by the Administrative Agent to the Lenders by postingsuch information on the Intralinks website on the Internet at http://www.intralinks.com.  Information delivered pursuant to thisSection 6.1 may also be delivered by electronic communication pursuant toprocedures approved by the Administrative Agent pursuant to Section 11.2(b)hereto.  Information required to bedelivered pursuant to this Section 6.1 (to the extent not made available as setforth above) shall be deemed to have been delivered to the Administrative Agenton the date on which the Borrower provides written notice to the AdministrativeAgent that such information has been posted on the Borrower’s website on theInternet at http://www.nwa.com (to the extent such information has been postedor is available as described in such notice). Information required to be delivered pursuant to this Section 6.1 shallbe in a format which is suitable for transmission

6.2           Certificates; Other Information.  Furnish to the Administrative Agent (and theAdministrative Agent shall promptly following receipt thereof furnish to theLenders): 

(a)           concurrently with the delivery of thefinancial statements referred to in Section 6.1(a), a certificate of theindependent certified public accountants reporting on such financial statementsstating that in making the examination necessary therefor no knowledge wasobtained of any Default or Event of Default, except as specified in suchcertificate; 

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(b)           concurrently with the delivery of anyfinancial statements pursuant to Section 6.1, (i) a certificate of aResponsible Officer of Holdings and the Borrower stating that such ResponsibleOfficer has obtained no knowledge of any Default or Event of Default except asspecified in such certificate and (ii) a Compliance Certificate of the last dayof the fiscal quarter or fiscal year of the Borrower, as the case may be;

### (c)           not more than 90 days following thecommencement of each fiscal year of the Borrower, a budget of the Borrower andits Subsidiaries in reasonable detail for each fiscal month of such fiscal yearas is customarily prepared by management for its internal use setting forth,with appropriate discussion, the principal assumptions upon which such budgetis based;

### (d)           promptly after any senior financialor legal officer of any Loan Party obtains knowledge thereof, notice of anychange in the rating assigned by either Rating Agency to the Facilities;

### (e)           within five days after the same aresent, copies of all financial statements and reports that Holdings sends to theholders of any class of its debt securities or public equity securities and,within five days after the same are filed, copies of all financial statementsand reports that Holdings may make to, or file with, the SEC (including,without limitation, any Form 10-K or Form 10-Q);

### (f)            on the twelve month anniversary ofthe Closing Date and on each one year anniversary thereafter, an Appraisal ofthe Pool Assets;

### (g)           within 45 days after the close ofeach calendar quarter, notice of (i) any acquisition of any Route, Slot, orForeign Slot and (ii) any sale or transfer of any Route, Slot or Foreign Slot,in each case during such calendar quarter and confirming the Routes, Slots andForeign Slots then in existence;

### (h)           within ten days after the end of eachfiscal quarter, a certificate of the Chief Financial Officer of the Borrower(i) stating that the Borrower, is utilizing the Pacific Routes, the Slots andthe Foreign Slots, in each case, in a manner consistent in all materialrespects with applicable regulations and contracts and whether the Borrower hassatisfied all applicable utilization requirements set forth in any suchregulations and contracts, (ii) showing the number of Flights by the Borrowerduring such quarterly period using the Pacific Routes, setting forth in eachcase in comparative form the number of Flights by the Borrower using suchRoutes during the corresponding quarterly period in fiscal year 2004, and (iii)showing the aggregate number of Disposed Japanese Foreign Slots plusUnavailable Japanese Foreign Slots, which certificate shall be substantially inthe form of Exhibit E;

### (i)            promptly, such information as to theSlots, Foreign Slots, the Pacific Routes and Gate Leaseholds as theAdministrative Agent may from time to time reasonably request; and

### (j)            promptly, such additional financialand other information as the Required Lenders may (through the AdministrativeAgent) from time to time reasonably request.

Subject to the next succeeding sentence, informationdelivered pursuant to this Section 6.2 to the Administrative Agent may be madeavailable by the Administrative Agent to the Lenders by posting suchinformation on the Intralinks website on the Internet at http://www.intralinks.com.  

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Information delivered pursuant to this Section 6.2 mayalso be delivered by electronic communication pursuant to procedures approvedby the Administrative Agent pursuant to Section 11.2(b) hereto.  Information required to be delivered pursuantto this Section 6.2 (to the extent not made available as set forth above) shallbe deemed to have been delivered to the Administrative Agent on the date onwhich the Borrower provides written notice to the Administrative Agent thatsuch information has been posted on the Borrower’s website on the Internet athttp://www.nwa.com (to the extent such information has been posted or isavailable as described in such notice). Information required to be delivered pursuant to this Section 6.2 shallbe in a format which is suitable for transmission.

If any notice or other communication deliveredpursuant to this Section 6.2, or otherwise pursuant to this Agreement, containsany material non-public information, the Borrower, or other Loan Party ifapplicable, shall, at the time of such delivery, notify the AdministrativeAgent that such communication or notice contains material non-publicinformation.  If a Lender has notifiedthe Administrative Agent that it does not want to receive material non-publicinformation, the Administrative Agent will not forward to such Lender anynotice or communication which is identified by the Borrower as including suchinformation until such Lender notifies the Administrative Agent otherwise.

6.3          Payment of Taxes.  Pay, discharge or otherwise satisfy, allmaterial taxes, assessments and governmental charges or levies imposed upon itor upon its income or profits, or upon any properties belonging to it, prior tothe date on which material penalties attach thereto, and all material lawfulclaims which, if unpaid, might become a Lien or charge upon any properties ofany Loan Party or any of its Subsidiaries, provided that no Loan Partynor any of its Subsidiaries shall required to pay any such tax, assessment,charge, levy or claim (i) which is being contested in good faith and by properproceedings if it has maintained adequate reserves (in the good faith judgmentof management) with respect thereto in accordance with GAAP or (ii) thenonpayment of which would not have a Material Adverse Effect.

6.4          Maintenance of Existence;Compliance.  Except as permitted bySection 7.4, do all things necessary to preserve and keep in full force andeffect its existence and material rights, authority and franchises, unless thefailure to, keep in full force and effect any such right, authority orfranchise would not have a Material Adverse Effect; and (b) comply in allmaterial respects with all applicable statutes, regulations and orders of, andall applicable restrictions impose by, all governmental bodies, domestic orforeign, in respect of the conduct of its business and the ownership of itsproperty (including Environmental Laws) other than those the non-compliancewith which would not have a Material Adverse Effect.

6.5          Maintenance of Property; Insurance.  Keep all property useful and necessary in itsbusiness in good working order and condition, ordinary wear and tear exceptedand from time to time make in such properties and equipment all needed andproper repairs, renewals, replacements, extensions, additions, betterments andimprovements thereto, to the extent and in the manner customary for companiesin similar businesses, except where the failure to keep such properties andequipment in good repair, working order and condition or to make such repairs,renewals, replacements, extensions, additions, betterments or improvementswould not have a Material Adverse Effect and maintain in full force and effectinsurance in such amounts, covering such risks and liabilities and with suchdeductibles or self-insured retentions as are in accordance with normalindustry practice and as is required by law.

6.6          Inspection of Property; Books andRecords; Discussions.  Keep properbooks of records and account in which full, true and correct entries inconformity with GAAP and all Requirements of Law shall be made of all dealingsand transactions in relation to its business and activities and (b) permit, 

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upon reasonable notice given by the AdministrativeAgent to the Borrower on behalf of any Lender, officers and designatedrepresentatives of any Lender (including without limitation, appraisers) tovisit and inspect the properties or assets of Holdings and any of itsSubsidiaries and to examine the books of account of Holdings and any of itsSubsidiaries and discuss the affairs, finances and accounts of Holdings and ofany of its Subsidiaries with its and their officers and independentaccountants, all at such reasonable times and intervals and to such reasonableextent as such Lender may desire.

6.7          Notices.  Promptly give notice to the AdministrativeAgent and each Lender of:

### (a)           (i) the occurrence of any Default orEvent of Default and (ii) any litigation or governmental proceeding pendingagainst or affecting Holdings or any of its Subsidiaries which is likely tohave a Material Adverse Effect; and

### (b)           the following events, as soon aspossible and in any event within 15 days after the Borrower knows or has reasonto know thereof, if such events, individually or in the aggregate have had orwould have a Material Adverse Effect: (i) the occurrence of any TerminationEvent with respect to any Pension Plan, a failure to make any requiredcontribution to a Pension Plan, the creation of any Lien in favor of the PBGCor a Pension Plan or any withdrawal from, or the termination, reorganization orinsolvency of, any Multiemployer Plan or Pension Plan or (ii) the institutionof proceedings or the taking of any other action by the PBGC or the Borrower orany Commonly Controlled Entity or any Multiemployer Plan with respect to thewithdrawal from, or the termination, reorganization or insolvency of, anyPension Plan.

Each notice pursuant to this Section shall beaccompanied by a statement of a Responsible Officer setting forth details ofthe occurrence referred to therein and stating what action Holdings or therelevant Subsidiary proposes to take with respect thereto.

6.8           Performance of Obligations.  Perform all of its obligations under theterms of each mortgage, indenture, security agreement and other debt instrumentby which it is bound, except where the failure to perform would not have aMaterial Adverse Effect.

6.9           End of Fiscal Years; FiscalQuarters.  For financial reportingpurposes, end Holdings’ and each of its Subsidiaries’ (i) fiscal years onDecember 31 of each year and (ii) fiscal quarters on March 31, June 30,September 30 and December 31 of each year.

6.10         Air Carrier.  The Borrower will at all times be aCertificated Air Carrier.

## 6.11         ERISA.

### (a)           Assoon as practicable and in any event within fifteen days after any Loan Partyor any of its ERISA Affiliates knows or has reason to know of the occurrence ofany (i) Termination Event in connection with any Pension Plan, (ii) non-exempt “prohibitedtransaction” as described in Section 406 of ERISA or Section 4975 of the Code,(iii) accumulated funding deficiency or application to the Secretary of theTreasury for a waiver or modification of the minimum funding standard(including any required installment payments) or an extension of any amortizationperiod under Section 412 of the Code, (iv) institution pursuant to Section 515of ERISA to collect a delinquent contribution, or (v) material liability by anyLoan Party or any Subsidiary of any Loan Party pursuant to any employee welfarebenefit plan (as defined in Section 3(1) of ERISA) that provides benefits toretired employees or other former employees (other than as required by Section601 of ERISA) or any employee pension 

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### benefit plan (as defined in Section 3(2) of ERISA) in addition to the liabilityfor benefits existing on the Closing Date pursuant to any such welfare orpension plan or plans in connection with any Pension Plan or Multiemployer Planor any trust created thereunder, if as a result of such event or transaction,considered together with other such events and transactions occurring withinthe prior two years, the Loan Parties and their ERISA Affiliates incur or couldreasonably expect to incur liabilities from all such events and transactions inexcess of $5,000,000, such Loan Party shall deliver to each of the Lenders acertificate, signed by an Authorized Officer of such Loan Party, specifying thenature thereof, what action such Loan Party or such ERISA Affiliate has taken,is taking or proposes to take with respect thereto, and any action taken orthreatened by the Internal Revenue Service, Department of Labor, PBGC, PensionPlan or Multiemployer Plan, as applicable, to be taken with respect thereto(together with copies of all relevant notices or other communications receivedfrom such entity). For the purposes of this Section 6.11, a Loan Party shall bedeemed to have knowledge of all facts known by the plan “administrator” (asdefined in Section 3(16)(A) of ERISA) of any Pension Plan of which such LoanParty or any of its ERISA Affiliates is the “plan sponsor” (as defined inSection 3(16)(B) of ERISA).

### (b)           Tothe extent reasonably requested by any Lender, as soon as practicable and inany event within 30 days after the filing of a Form 5500 series annual reportby a Loan Party or any of its ERISA Affiliates with the Internal RevenueService with respect to each Pension Plan, such Loan Party shall furnish tosuch Lender a copy of such Form 5500 series annual report and the Schedule B(Actuarial Information) thereto (and shall make available for inspection bysuch Lender at reasonable times copies of the full annual report with respectto each Pension Plan).

## 6.12         SecurityInterests; Additional Collateral.

### (a)           Performany and all acts and execute any and all documents (including, withoutlimitation, the execution, amendment or supplementation of any financingstatement or continuation statement) for filing under the provisions of theUniform Commercial Code or the Federal Aviation Act and the rules andregulations thereunder, which are necessary in order to maintain in favor ofthe Collateral Agent for the benefit of the Secured Creditors a valid andperfected Lien on the Collateral, subject to no other Liens except forPermitted Liens.

### (b)           Withrespect to any Route to the Pacific or any related Slot or Foreign Slotacquired after the Closing Date by the Borrower as to which the CollateralAgent, for the benefit of the Secured Creditors, does not have a perfectedLien, promptly (i) execute and deliver to the Collateral Agent such securityagreements (which shall contain substantially the same terms and conditions asthe Route Security Agreement) and other documents as the Collateral Agent deemsnecessary or advisable to grant to the Collateral Agent, for the benefit of theSecured Creditors, a security interest in such property and (ii) take allactions reasonably requested by the Collateral Agent to grant to the CollateralAgent, for the benefit of the Secured Creditors, a perfected first prioritysecurity interest in such property, including the filing of Uniform CommercialCode financing statements in such jurisdictions as may be required by thesecurity agreement or by law or as may be requested by the Collateral Agent.

6.13        Gate Utilization.  Utilize all of its Gate Leaseholds in amanner sufficient to comply in all material respects with applicable leaseprovisions governing such Gate Leaseholds.

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6.14        Slot Utilization. 

(a)           Utilizethe Slots in a manner consistent in all material respects with applicableregulations and contracts, taking into account any waivers or other reliefgranted to the Borrower by the FAA.

(b)           Causeto be done all things reasonably necessary to preserve and keep in full forceand effect its rights in and use of its Slots, including, without limitation,satisfying the Use or Lose Rule. Without in any way limiting the foregoing, theBorrower shall promptly take all such steps as may be reasonably necessary nowor in the future to maintain, renew and obtain the rights, licenses,authorizations or certifications as are necessary to the continued and futureholding and use by the Borrower of its Slots. It is understood and agreed thatthe Borrower may cease using any Slot in connection with the Pacific Routes inthe event that the Borrower determines in good faith that the preservation ofits rights in and/or use of such Slot is no longer advantageous to the Borrowerin connection with the conduct of its operations utilizing the Pacific Routes.

6.15         Foreign Slot Utilization.

(a)           Utilizethe Foreign Slots in a manner consistent in all material respects withapplicable regulations and contracts, taking into account any waivers or otherrelief granted to the Borrower by any applicable Foreign Aviation Authorities.

(b)           Causeto be done all things reasonably necessary to preserve and keep in full forceand effect its rights in and use of its Foreign Slots. Without in any waylimiting the foregoing, the Borrower shall promptly take all such steps as maybe reasonably necessary now or in the future to maintain, renew and obtain therights, licenses, authorizations or certifications as are necessary to thecontinued and future holding and operation by the Borrower of its ForeignSlots.  Notwithstanding the foregoing,the Borrower may cease using any Foreign Slot in the event the Borrowerdetermines in good faith that the preservation of its rights in and/or use ofsuch Foreign Slot is no longer advantageous to the Borrower in connection withthe conduct of its operations utilizing the Pacific Routes. If, at any time,the aggregate number of Disposed Japanese Foreign Slots plus UnavailableJapanese Foreign Slots exceeds 10% of the Base Number of Japanese Foreign Slotsat such time, the Borrower shall immediately notify the Administrative Agent,and, following receipt of such notice, the Administrative Agent may, or at therequest of the Required Lenders, the Administrative Agent shall, require thatthe Borrower deliver to the Administrative Agent an Appraisal of the PoolAssets within 30 days of such request (except that an additional Appraisalshall not be requested, if, within 30 days of the delivery of such certificate,the Borrower is required to deliver an Appraisal pursuant to Section 6.2(f)).

6.16         Route Utilization; Route Reporting.

(a)           Utilizethe Pacific Routes in a manner consistent in all material respects with Title49, rules and regulations promulgated thereunder, and applicable foreign law,and the applicable rules and regulations of the FAA, DOT and any applicableForeign Aviation Authorities, including, without limitation, any operatingauthorizations, certificates, bilateral authorizations and bilateral agreementswith any applicable Foreign Aviation Authorities and contracts with respect tosuch Pacific Routes. 

(b)           Causeto be done all things reasonably necessary to preserve and keep in full forceand effect its material rights in and to use its Pacific Routes. Without in anyway limiting the foregoing, the Borrower shall promptly take (i) all such stepsas may be reasonably necessary to obtain renewal of each such Pacific Routeauthority from the DOT and any applicable Foreign Aviation 

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Authorities, within a reasonable time prior to theexpiration of such authority (as prescribed by law or regulation, if any), andnotify the Administrative Agent of the status of such renewal and (ii) all suchother steps as may be necessary to maintain, renew and obtain Supporting RouteFacilities as needed for the continued and future operations of the Borrowerover the Pacific Routes which are now allocated or possessed, or as mayhereafter be allocated or acquired.  TheBorrower shall further take all actions reasonably necessary or, in thereasonable judgment of Administrative Agent, advisable in order to maintain itsmaterial rights to use its Pacific Routes (including, without limitation,protecting the Pacific Routes from dormancy or withdrawal by the DOT) andSupporting Route Facilities for the Pacific Routes. The Borrower and anyapplicable Loan Party shall pay any applicable filing fees and other expensesrelated to the submission of applications, renewal requests, and other filingsas may be reasonably necessary to maintain or obtain such entity’s rights inthe Pacific Routes and Supporting Route Facilities for the Pacific Routes. Itis understood and agreed that the Borrower may cease using its rights in and/oruse of any Supporting Route Facilities in connection with the Pacific Routes inthe event that the Borrower determines in good faith that the preservation ofits rights in and/or use of such Supporting Route Facilities is no longeradvantageous to the Borrower in connection with the conduct of its operationsutilizing the Pacific Routes.

### (c)           Subjectto any governmental requirement of confidentiality, promptly upon receiptthereof, deliver to the Administrative Agent copies of (i) each certificate ororder issued by the DOT and the applicable Foreign Aviation Authorities withrespect to Pacific Routes, (ii) all material filings made by the Borrower withany Governmental Authority or any Foreign Aviation Authorities related topreserving and maintaining the Pacific Routes and (iii) any notices receivedfrom any Person notifying the Borrower or any applicable Loan Party of an eventwhich would have a material adverse effect upon the Pacific Routes, or thefailure to preserve such Pacific Routes as required pursuant to this Section6.16.

### (d)           Ifthe number of Flights by the Borrower during any fiscal quarter using thePacific Routes has declined by more than 15% from the number of Flights by theBorrower using the Pacific Routes during the corresponding quarterly period inthe fiscal year ending December 31, 2004 (and calculated in the same manner),the Borrower shall immediately notify the Administrative Agent and, followingreceipt of such notice, the Administrative Agent may, or, at the request of theRequired Lenders, the Administrative Agent shall, require that the Borrowerdeliver to the Administrative Agent an Appraisal of the Pool Assets within 30days of such request (except that an additional Appraisal shall not be requested,if, within 30 days of the delivery of such certificate, the Borrower isrequired to deliver an Appraisal pursuant to Section 6.2(f)).

## 6.17         Chapter11 Cases.  The Loan Parties will usecommercially reasonable efforts to obtain the approval of the Bankruptcy Courtof this Agreement and the other Loan Documents.

# SECTION 7  NEGATIVE COVENANTS

Each of Holdings, NWAC, NWA and the Borrower herebyjointly and severally agree that, so long as the Commitments remain in effect,any Letter of Credit remains outstanding or any Loan or other amount is owingto any Lender or Agent hereunder, each of Holdings, NWAC, NWA and the Borrowershall not, and (other than for purposes of Section 7.4) shall not permit any ofits Subsidiaries to, directly or indirectly:

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## 7.1           FinancialCondition Covenants.

(a)           CashLiquidity.  Permit Cash Liquidity tobe less than $750,000,000 at any time.

(b)           ConsolidatedEBITDAR to Consolidated Fixed Charges. Permit the ratio of Consolidated EBITDAR to Consolidated Fixed Chargesfor any period of four consecutive fiscal quarters ending with any fiscalquarter set forth below to be less than the ratio set forth below opposite suchfiscal quarter: 
| Fiscal Quarter(s) Ended  | ** ** | **Consolidated EBITDAR to   Consolidated Fixed Charges** |
|--------------------------|------------|----------------------------------------------------------|
| 12/31/06                 |       | 1.15 to 1.00                                             |
| 3/31/07                  |       | 1.20 to 1.00                                             |
| 6/30/07                  |       | 1.30 to 1.00                                             |
| 9/30/07                  |       | 1.40 to 1.00                                             |
| 12/31/07 and  thereafter |       | 1.50 to 1.00                                             |

 

(c)           TotalAppraised Value Ratio.  Permit theTotal Appraised Value Ratio to be less than 1.50 to 1.00 at any time.

7.2           Indebtedness.  Create, issue, incur, assume, become liablein respect of or suffer to exist any Indebtedness secured by a Lien in excessin the aggregate for Holdings and its Subsidiaries of $1,500,000,000 at anytime outstanding except:

### (a)           Indebtednessof any Loan Party pursuant to any Loan Document;

### (b)           intercompanyIndebtedness among Holdings and its Subsidiaries;

### (c)           Indebtedness outstanding on theClosing Date and listed on Schedule 7.2(c) and any refinancings, refundings,renewals or extensions thereof but only to the extent that such refinancing,refunding, renewal or extension does not increase the principal amount of suchIndebtedness outstanding immediately prior to such refinancing, refinancings,renewal or extensions (except to the extent that such increase is permittedunder the $1,500,000,000 limitation set forth above in this Section) and thatthe Lien securing such Indebtedness is not spread to cover any additionalproperties;

### (d)           Indebtedness (including industrialrevenue bonds) in respect of tax-exempt government sponsored financingsrelating to the acquisition, leasing or improvement of property in connectionwith its business and any refinancing, refunding, renewal or extension thereofbut only to the extent that such refinancing, refunding, renewal or extensiondoes not increase the principal amount of such Indebtedness outstandingimmediately prior to such refinancing, refunding, renewal or extension (exceptto the extent such increase is permitted under the $1,500,000,000 limitation setforth above in this Section) and that the Lien securing any such Indebtednessshall only cover the property financed thereby;

### (e)           Indebtedness of Holdings or any ofits Subsidiaries incurred in connection with (i) the acquisition of aircraft(including Indebtedness secured by aircraft purchase agreements) so long assuch Indebtedness is incurred not later than 18 months after the acquisitionthereof and (ii) the acquisition of other assets so long as such Indebtednessis incurred not later than 120 days after the acquisition thereof and anyrefinancing, refunding, renewal or extension thereof but only 

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### to the extentthat such refinancing, refunding, renewal or extension does not increase theprincipal amount of such Indebtedness outstanding immediately prior to suchrefinancing, refunding, renewal or extension (except to the extent suchincrease is permitted under the $1,500,000,000 limitation set forth above inthis Section), and that the Lien securing any such Indebtedness shall onlycover the property financed thereby;

### (f)            Indebtedness in respect of marginrequirements under fuel hedging contracts, provided that the Lienssecuring such Indebtedness shall be limited to such fuel hedging contracts;

### (g)           thePari Passu Obligations, and

### (h)           Indebtednessincurred in connection with financing the Borrower’s aircraft which were either(i) previously leased by the Borrower and acquired by the Borrower duringthe Cases or (ii)  released from pre-petition Liens during the Cases.

7.3           Liens.  Create, incur, assume or suffer to exist anyLien upon or in respect of any Pool Assets or any Supporting Route Facilitiesor any proceeds or income in respect thereof, whether now owned or hereafteracquired, except for (Liens described below are herein referred to as “PermittedLiens”):

### (a)           inchoate Liens for taxes not yet dueor Liens for taxes being contested in good faith and by appropriate proceedingsfor which adequate reserves (in the good faith judgment of the management ofthe Borrower) have been established in accordance with GAAP;

### (b)           Liens (other than any Lien imposed byERISA) in respect of the Pool Assets or any Supporting Route Facilities imposedby law which were incurred in the ordinary course of business and which havenot arisen to secure Indebtedness for borrowed money, such as carriers’,warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, and othersimilar Liens and governmental charges arising in the ordinary course ofbusiness, and which either (x) do not in the aggregate materially detract fromthe value of any of the Pool Assets or any material portion of the SupportingRoute Facilities, as the case may be, or materially impair the use thereof inthe operation of the business of the Borrower or any of its Subsidiaries or (y)are being contested in good faith by appropriate proceedings, which proceedingshave the effect of preventing the forfeiture or sale of the property or assetsubject to such Lien;

### (c)           Liens (where there has been noexecution or levy and no pledge or delivery of Pool Assets or any materialportion of the Supporting Route Facilities as security therefor) arising out ofjudgments or awards against the Borrower or any of its Subsidiaries withrespect to which an appeal or proceeding for review is being prosecuted in goodfaith and which judgment or award shall be vacated, discharged, satisfied orstayed or bonded pending appeal within 60 days from the entry thereof;

### (d)           Liens created pursuant to theSecurity Documents;

### (e)           Liens securing the Pari PassuObligations, subject to the terms and conditions of the IntercreditorAgreement;

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### (f)            the Junior Lien and the PBGC Lien(as such terms are defined in the Intercreditor Agreement), subject to theterms and conditions of the Intercreditor Agreement, and other Liens on theCollateral; provided that prior to the creation of any such other Liens,the Intercreditor Agreement shall be amended in a manner reasonablysatisfactory to the Administrative Agent and shall provide that such Liensshall be junior and subordinate to the Liens in favor of the Collateral Agentcreated pursuant to the Security Documents and shall be subject to the termsand conditions in the Intercreditor Agreement applicable to the Junior Lien andthe PBGC Lien; and

### (g)           (i) any Liens or other interests ofany airport or airport authority on any Supporting Route Facilities arising outof the Borrower’s use of such Supporting Route Facilities and (ii) any Liens onany Supporting Route Facilities outside the United States imposed by anyGovernmental Authority outside the United States so long as the Borrower iscontesting the imposition of such Lien in good faith by appropriate proceedingsto the extent that such a contest is permitted and the Borrower is disputingthe imposition of such Lien.

7.4           Fundamental Changes.  Enter into any merger, consolidation oramalgamation, or liquidate, wind up or dissolve itself (or suffer anyliquidation or dissolution), or Dispose of all or substantially all of itsproperty or business, except that, so long as (x) no Default or Event of Defaultexists, or would result therefrom, and (y) after giving pro forma effect to anysuch transaction, the Loan Parties would be in compliance with Section 7.1 ofthis Agreement as of the most recently ended fiscal quarter and the Borrowershall have delivered a certificate of a Responsible Officer to theAdministrative Agent setting forth in reasonable detail the calculationsrequired to determine such compliance, any Loan Party may merge or consolidatewith, or sell or Dispose of all or substantially all of its assets to, anyPerson, provided that (i) in the case of any merger or consolidation,the surviving corporation shall be such Loan Party or (ii) the survivingcorporation, if not such Loan Party (or the acquiring Person, in the case of aDisposition of all or substantially all of a Loan Party’s assets), (A) is acorporation organized and existing under the laws of the United States ofAmerica or any State thereof, (B) executes and delivers agreements assuming theobligations of such Loan Party under this Agreement and the other LoanDocuments, which assumption agreements and all related actions anddocumentation shall be in form and substance reasonably satisfactory to theAdministrative Agent, and (C) delivers to the Administrative Agent acertificate signed by a Responsible Officer of such Loan Party and an opinionof counsel to such Person satisfactory to the Administrative Agent, eachstating that such transaction and such assumption agreement comply with thisSection and that all conditions precedent herein provided for relating to suchtransaction have been complied with.

## 7.5           Dispositionof Pool Assets.

### (a)           Convey,sell, lease, transfer or otherwise dispose of (whether voluntarily orinvoluntarily (it being understood that loss of property due to theft,destruction, confiscation, prohibition on use or similar event shall constitutea disposal for purposes of this covenant)), or remove or substitute, any PoolAssets or take any action that could materially diminish the fair market valueof the Pool Assets taken as a whole, or agree to do any of the foregoing at anyfuture time, except that

#### (i)            in the event of an involuntarydisposal of any Pool Assets, the Borrower shall, within 30 days after the dateof such involuntary disposal, either (A)  cause to be subjected to theLien of the Route Security Agreement a Replacement Route, such ReplacementRoute to be free and clear of all Liens except Permitted Liens and to have avalue, utility and remaining 

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#### useful life atleast equal to such Route Collateral so replaced as of the date of suchinvoluntary disposal or (B) reduce the aggregate outstanding principal amountof the Loans by an amount which shall equal or exceed the Allocable PrepaymentPercentage of the Appraised Value of the Pool Asset subject to such involuntarydisposal, in accordance with Section 3.2(a); and

#### (ii)           in the event that an Appraisalfurnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d)discloses that the Coverage Test is not satisfied, the Borrower shall within 30days after the date of such Appraisal (A) designate additional assets as PoolAssets to the extent that, after giving effect to such designation, the TotalAppraised Value based on the most recently delivered Appraisals with respect toassets already constituting Pool Assets and based on an Appraisal performed atthe time of such addition with respect to assets being added to Pool Assets(and Schedule 7.5 shall be modified to reflect such addition), shall satisfythe Coverage Test, provided that (1) at the time of such addition, theLenders shall have received a certificate of a Responsible Officer of theBorrower certifying that the conditions set forth in this Section shall havebeen satisfied after giving effect to such addition and attaching thereto anyAppraisals not previously delivered to the Lenders and (2) the asset beingadded shall constitute a Pacific Route or (B) reduce the aggregate outstandingprincipal amount of the Loans in accordance with Section 3.2(a) and reduce PariPassu Commitments and/or prepay Pari Passu Obligations to the extent necessaryto satisfy the Coverage Test.

### (b)           Directlyor indirectly create or otherwise cause or suffer to exist or become effectiveany encumbrance or restriction on the ability of the Borrower to create, incur,assume or suffer to exist any Lien on any Pool Assets or any Supporting RouteFacilities (other than (i) any encumbrances or restrictions imposed by anyairport or airport authority on any Supporting Route Facilities arising out ofthe Borrower’s use of such Supporting Route Facilities and (ii) anyencumbrances or restrictions on any Supporting Route Facilities outside theUnited States imposed by a Governmental Authority outside the United States solong as the Borrower is contesting the imposition of such encumbrances andrestrictions in good faith by appropriate proceedings to the extent that such acontest is permitted and the Borrower is disputing the imposition of suchencumbrances and restrictions).

7.6           Restricted Payments.  Declare or pay any dividend (other than stockdividends on its capital stock with the same or a junior class of stock withrespect to which such stock dividend is being paid) on, or make any payment onaccount of, or set apart assets for a sinking or other analogous fund for, thepurchase, redemption, defeasance, retirement or other acquisition of, anyCapital Stock of Holdings, the Borrower or any Subsidiary, whether now orhereafter outstanding, or make any other distribution in respect thereof,either directly or indirectly, whether in cash or property or in obligations ofHoldings or any Subsidiary (collectively, “Restricted Payments”), exceptthat:

### (a)           any Subsidiary of Holdings may makeRestricted Payments to Holdings or any Subsidiary of Holdings; and

### (b)           Holdings or any of its Subsidiariesmay repurchase or redeem its Capital Stock solely through the issuance ofadditional shares of its Capital Stock which is of the same or a junior classof such Capital Stock being repurchased or redeemed.

7.7           Transactions with Affiliates.  Enter into any transaction or series ofrelated transactions with any Affiliate of any Loan Party or any of theirrespective Subsidiaries, other than on terms and conditions substantially asfavorable to such Loan Party or such Subsidiary as would reasonably be 

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obtained by such Loan Party or such subsidiary at thattime in a comparable arm’s length transaction with a Person other than anAffiliate, provided that the foregoing restrictions shall not apply to(a) customary fees paid to members of the Board of Directors (in their capacityas such) of Holdings and its Subsidiaries and (b) Restricted Payments permittedby Section 7.6.

7.8           Lines of Business.  Make any material change in the lines ofbusiness in which it is engaged as of the Closing Date.

7.9           ERISA.  None of the Loan Parties will, or will permitany of their respective Subsidiaries or its ERISA Affiliates to:

### (a)           engagein any transaction in connection with which Holdings or any of its ERISAAffiliates could be subject to either a tax imposed by Section 4975(a) of theCode or the corresponding civil penalty assessed pursuant to Section 502(i) ofERISA, which penalties and taxes for all such transactions could be in anaggregate amount in excess of $2,500,000;

### (b)           afterthe Exit Facilities Conversion Date and excluding ****any act or omission priorto the Exit Facilities Conversion Date and any consequences thereof that areprovided for in the Plan of Reorganization****, permit to existany accumulated funding deficiency, for which a waiver has not been obtainedfrom the Internal Revenue Service, with respect to any Pension Plan in anaggregate amount greater than $5,000,000; or

### (c)           afterthe Exit Facilities Conversion Date and excluding ****any act or omission priorto the Exit Facilities Conversion Date and any consequences thereof that areprovided for in the Plan of Reorganization****, permit to existany failure to make contributions or any unfunded benefits liability whichcreates, or with the passage of time would create, a statutory lien orrequirement to provide security under ERISA or the Code in favor of the PBGC orany Pension Plan, Multiemployer Plan or other entity in an aggregate amount inexcess of $5,000,000.

7.10         Investments.  Make any advance, loan, extension of credit(by way of guaranty or otherwise) or capital contribution to, or purchase anyCapital Stock, bonds, notes, debentures or other debt securities of, or anyassets constituting a business unit of, or make any other investment in, anyPerson (all of the foregoing, “Investments”), except:

### (a)           non-cash consideration received inconnection with sales and dispositions of assets;

### (b)           investmentsin cash, cash equivalents and short term investments; and

### (c)           other Investments in an aggregateprincipal amount not exceeding $250,000,000 at any time, provided thatafter giving effect to any such Investment, no Default or Event of Defaultshall have occurred, and be continuing.

7.11         Acquisitions.  Make any Acquisition (excluding anyAcquisition permitted as an Investment under Section 7.10) unless, after givingeffect to any such Acquisition, the sum of Cash Liquidity and the aggregateunused availability under committed credit facilities available to Holdings andits Subsidiaries is at least $1,500,000,000 and no Default or Event of Defaultshall have occurred and be continuing, provided, however, thatany Acquisition of Flight Equipment from any other Person (other than amanufacturer) in a single transaction or series of related transactions may bemade even if after 

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giving effect to any such Acquisition, the sum of CashLiquidity and the aggregate unused availability under committed creditfacilities available to Holdings and its Subsidiaries is less than$1,500,000,000 as long as (i) no Event of Default shall have occurred and becontinuing immediately prior or after giving affect to such Acquisition, (ii)the cash consideration for such Acquisition does not exceed $250,000,000 and(iii) if the cash consideration for such Acquisition exceeds $100,000,000,such excess is financed by a Person that is not an Affiliate of a Loan Partywithin 180 days of such Acquisition.

7.12         Chapter 11 Claims; AdequateProtection.  Prior to the ExitFacilities Conversion Date, incur, create, assume, suffer to exist or permit(other than those existing, and disclosed to the Administrative Agent, on thedate hereof) any administrative expense, unsecured claim, or othersuper-priority claim or Lien (except the Liens securing the Pari PassuObligations and Permitted Petition Date Liens that are *pari passu*with or senior to the claims of the Secured Creditors against the Loan Partieshereunder, or apply to the Bankruptcy Court for authority to do so, except forthe Carve-Out.

7.13         The DIP Order.  Prior to the Exit Facilities Conversion Date,make or permit to be made any change, amendment or modification, or anyapplication or motion for any change, amendment or modification, to the DIPOrder, other than as approved by the Required Lenders.

# SECTION 8  EVENTS OF DEFAULT

If any of the following events shall occur and becontinuing:

### (a)           theBorrower shall fail to pay any principal of any Loan when due in accordancewith the terms hereof; or the Borrower shall fail to pay any interest on anyLoan, or any other amount payable hereunder or under any other Loan Document,within five Business Days after any such interest or other amount becomes duein accordance with the terms hereof, provided that the AdministrativeAgent shall have informed the Borrower of the amount owing; or

### (b)           anyrepresentation or warranty made or deemed made by any Loan Party herein or inany other Loan Document or that is contained in any certificate furnished by itat any time under or in connection with this Agreement or any such other LoanDocument shall prove to have been inaccurate in any material respect on or asof the date made or deemed made, and such default shall continue unremedied fora period of 30 days after written notice to the Borrower by the AdministrativeAgent or the Required Lenders; or

### (c)           anyLoan Party shall default in the observance or performance of any agreementcontained in Sections 6.15(b), 6.16(d), 7.3 (other than any Default resultingfrom a nonconsensual Lien), 7.4, 7.5 or 7.6; or

### (d)           anyLoan Party shall default in the observance or performance of any otheragreement contained in this Agreement or any other Loan Document (other than asprovided in paragraphs (a) through (c) of this Section), and such default shallcontinue unremedied for a period of 30 days (or 15 days in the case of Section7.1) after notice to the Borrower from the Administrative Agent or the RequiredLenders; or

### (e)           atany time prior to the Exit Facilities Conversion Date if any of the followingwould give rise to an administrative claim under the Bankruptcy Code,including, but not limited to, those administrative claims arising undersections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) or 726of the Bankruptcy Code and at any time subsequent to the Exit Facilities 

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### Conversion Date, (i) Holdings or any of its Subsidiaries shall (x)default in making any payment of any Indebtedness (excluding the Obligations)which default is in excess of $10,000,000 beyond the period of grace, if any,provided in the instrument or agreement under which such Indebtedness wascreated; or (y) default in the observance or performance of any other agreementor condition relating to any Indebtedness (excluding the Obligations) if suchIndebtedness is in excess of $25,000,000 in the case of any one issue ofindebtedness or in excess of $50,000,000 in the case of all such Indebtednesswhen aggregated with all Lease claims described in clause (iii)(y) or containedin any instrument or agreement evidencing, securing or relating thereto, or anyother event shall occur or condition exist, the effect of which default orother event or condition is to cause, or to permit the holder or holders-ofsuch Indebtedness (or a trustee or agent on behalf of such holder or holders)to cause, any such Indebtedness to become due prior to its stated maturity; or(ii) any Indebtedness (other than the Obligations), individually in excess of$25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated withall Lease claims described in clause (iii)(y)), of any Loan Party or any of itsSubsidiaries shall be declared to be due and payable, or required to be prepaidother than by a regularly scheduled required prepayment, prior to the statedmaturity thereof; or (iii) any Loan Party or any of its Subsidiaries shalldefault in the observance or performance of any agreement or condition relatingto any Lease if (x) the default is with respect to any payment in excess of$10,000,000 beyond the period of grace (not to exceed 10 days), if any,provided in the Lease or (y) the effect of such default is to give the lessorpursuant to such Lease a claim against any Loan Party (after deducting fromsuch claim the value of the property subject to such Lease) in excess of$25,000,000 in the case of any one Lease or in excess of $50,000,000 in thecase of all Leases and all Indebtedness described in clause (i)(y) or (ii) ofthis Section, or

### (f)            Atany time subsequent to the Exit Facilities Conversion Date, (i) any Loan Partyor any of its Significant Subsidiaries shall commence any case, proceeding orother action (A) under any existing or future law of any jurisdiction, domesticor foreign, relating to bankruptcy, insolvency, reorganization or relief ofdebtors, seeking to have an order for relief entered with respect to it, orseeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,adjustment, winding-up, liquidation, dissolution, composition or other reliefwith respect to it or its debts, or (B) seeking appointment of a receiver,trustee, conservator, custodian or other similar official for all orsubstantially all of its assets, or any Loan Party or any of its SignificantSubsidiaries shall make a general assignment for the benefit of its creditors;or (ii) there shall be commenced against any Loan Party or any of itsSignificant Subsidiaries any case, proceeding or other action of a naturereferred to in clause (i) above that (A) results in the entry of an order forrelief or any such adjudication or appointment or (B) remains undismissed,undischarged and unbonded for a period of 60 days; or (iii) there shall be commencedagainst any Loan Party or any of its Significant Subsidiaries any case,proceeding or other action seeking issuance of a warrant of attachment,execution, distraint or similar process against all or substantially all of itsassets that results in the entry of an order for any such relief that shall nothave been vacated, discharged, stayed or bonded pending appeal within 60 daysfrom the entry thereof; or (iv) any Loan Party or any of its SignificantSubsidiaries shall take any action in furtherance of, or indicating its consentto, approval of, or acquiescence in, any of the acts set forth in clause (i),(ii), or (iii) above; or (v) any Loan Party or any of its SignificantSubsidiaries shall generally not, or shall be unable to, or shall admit in writingits inability to, pay its debts as they become due; or

### (g)           ERISA,  After the Exit Facilities Conversion Date,

#### (i)            any “reportable event” as describedin Section 4043 of ERISA or the regulations thereunder (excluding those eventsfor which the requirement for notice has been waived by the PBGC), or any otherevent or condition, which the Required Lenders determine 

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#### constitutesreasonable grounds under Section 4042 of ERISA for the termination of anyPension Plan by the PBGC or for the appointment by the appropriate UnitedStates District Court of a trustee to administer or liquidate any Pension Planshall have occurred; or

#### (ii)           a trustee shall be appointed by aUnited States District Court to administer any Pension Plan; or

#### (iii)          the PBGC shall institute proceedingsto terminate any Pension Plan or to appoint a trustee to administer any PensionPlan; or

#### (iv)          Holdings or any of its ERISAAffiliates shall become liable to the PBGC or any other party under Section4062, 4063 or 4064 of ERISA with respect to any Pension Plan; or

#### (v)           Holdings or any of its ERISAAffiliates shall become liable to any Multiemployer Plan under Section 4201 etseq. of ERISA; or

#### (vi)          any Pension Plan shall fail to satisfythe minimum funding standard required for any plan year or part thereof unlessa waiver of such standard or extension of any amortization period is grantedunder Section 412 of the Code; or

#### (vii)         a contribution required to be made to aPension Plan or a Multiemployer Plan has not been timely made; or

#### (viii)        any Loan Party or any Subsidiary ofHoldings or any ERISA Affiliate has incurred or is likely to incur a liabilityto or on account of a Plan under Section 502(i), or 502(l) of ERISA or Section4975 of the Code; or

#### (ix)           any Loan Party or any Subsidiary ofany Loan Party has incurred or is likely to incur liabilities pursuant to oneor more employee welfare benefit plans (as defined in Section 3(1) ofERISA) that provide benefits to retired employees or other former employees(other than as required by Section 601 of ERISA) or employee pension benefitplans (as defined in Section 3(2) of ERISA) other than Pension Plans;

if as of the date thereof or any subsequent date, thesum of each Loan Party’s and its ERISA Affiliates’ various liabilities (suchliabilities to include, without limitation, any liability to the PBGC or to anyother party under Section 4062, 4063 or 4064 of ERISA with respect to anyPension Plan, or to any Multiemployer Plan under Section 4201 etseq.of ERISA, and to be calculated after giving effect to the tax consequencesthereof) as a result of such events listed in subclauses (i) through (ix) aboveexceeds $100,000,000; or

### (h)           oneor more judgments or decrees shall be entered against any Loan Party or any ofits Subsidiaries involving a liability of $25,000,000 or more in the case ofany one such judgment or decree or $50,000,000 or more in the aggregate for allsuch judgments and decrees (in each case to the extent not paid or fullycovered by insurance provided by a carrier that has acknowledged coverage) andany such judgments or decrees shall not have been vacated, discharged,satisfied or stayed or bonded pending appeal within 60 days from the entrythereof, or

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###  (i)           the guarantee contained in Section 9shall cease, for any reason, to be in full force and effect or any Loan Partyor any Affiliate of any Loan Party shall so assert; or

### (j)            anyof the Security Documents shall cease, for any reason, to be in full force andeffect, or any Loan Party, any Affiliate of any Loan Party or any party to theIntercreditor Agreement shall so assert, or any Lien created by any of theSecurity Documents shall cease to be enforceable and of the same effect andpriority purported to be created thereby or any Loan Party shall assert inwriting the invalidity, unenforceability or lack of priority of such Liens; or

### (k)           thenumber of Flights by the Borrower during any fiscal quarter using the PacificRoutes declines by more than 25% from the number of Flights by the Borrowerusing the Pacific Routes during the corresponding quarterly period in thefiscal year ending December 31, 2004 (and calculated in the same manner); or

### (l)            theaggregate number of Disposed Japanese Foreign Slots plus Unavailable JapaneseForeign Slots shall exceed 15% of the Base Number of Japanese Foreign Slots; or

### (m)          priorto the Exit Facilities Conversion Date, the Cases shall be dismissed (or theBankruptcy Court shall make a ruling requiring the dismissal of the Cases),suspended or converted to a case under chapter 7 of the Bankruptcy Code, or anyLoan Party shall file any pleading requesting any such relief; or a motionshall be filed by any Loan Party for the approval of, or there shall arise, (i)any other Claim having priority senior to or *pari passu*with the claims of the Lenders under the Loan Documents or any other claimhaving priority over any or all administrative expenses of the kind specifiedin clause (b) of Section 503 or clause (b) of Section 507 of the BankruptcyCode (other than the Carve-Out) or (ii) any Lien on the Collateral having apriority senior to or *pari passu* withthe Liens and security interests granted herein, except as expressly providedherein and in the DIP Order; or

### (n)           ****(i) prior to the Exit FacilitiesConversion Date, the DIP Order shall cease to be in full force and effect, (ii)the Loan Parties shall fail to comply with the terms of the DIP Order in anymaterial respect or (iii) the DIP Order shall be amended, supplemented, stayed,reversed, vacated or otherwise modified (or any Loan Party shall apply forauthority to do so) in any respect materially adverse to the Lenders withoutthe written consent of the Required Lenders (or any Loan Party shall file, orotherwise support, any pleading seeking such relief described in thissubparagraph); or

### (o)           priorto the Exit Facilities Conversion Date, the Bankruptcy Court shall enter anorder appointing a trustee under chapter 7 or chapter 11 of the BankruptcyCode, or a responsible officer or an examiner with enlarged powers relating tothe operation of the business (powers beyond those set forth in subclauses (3)and (4) of clause (a) of Section 1106 of the Bankruptcy Code) under clause (b)of Section 1106 of the Bankruptcy Code in any of the Cases (or any Loan Partyshall file, or otherwise support, any pleading seeking such relief described inthis subparagraph); or

### (p)           priorto the Exit Facilities Conversion Date, the exclusive period that the LoanParties have to file a Plan of Reorganization under the Cases shall terminateor be otherwise lifted without the Loan Parties having filed such a plan, or aPlan of Reorganization is filed which, except as contemplated by Section 5.5,does not provide for the payment in full in cash of the Obligations on or priorto the date of consummation thereof; or

### (q)           priorto the Exit Facilities Conversion Date, the Loan Parties or any of theirSubsidiaries shall support (in any such case by way of any motion or otherpleading filed with the 

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### Bankruptcy Court or any other writing to another party-in-interestexecuted by or on behalf of the Loan Parties or any of their Subsidiaries) anyother Person’s opposition of any motion made in the Bankruptcy Court by theLenders seeking confirmation of the amount of the Lenders’ claim (exclusive ofany bona fide dispute regarding the amount of such claim) or the validity andenforceability of the Liens in favor of the Collateral Agent; or

### (r)            priorto the Exit Facilities Conversion Date, the Loan Parties or any of theirSubsidiaries shall seek to, or shall support (in any such case by way of anymotion or other pleading filed with the Bankruptcy Court or any other writingto another party-in-interest executed by or on behalf of the Loan Parties orany of their Subsidiaries) any other Person’s motion to, disallow in whole orin part the Lenders’ claim in respect of the Obligations (exclusive of any bonafide dispute regarding the amount of such claim) or to challenge the validityand enforceability of the Liens in favor of the Collateral Agent, (ii) suchLiens and/or super-priority claims shall otherwise cease to be valid andperfected in all respects or (iii) such Liens and/or super-priority claimsshall otherwise cease to be enforceable in any material respect;

then, and in any such event, (A) if such event is anEvent of Default specified in clause (i) or (ii) of paragraph (f) above withrespect to the Borrower, automatically the Commitments shall immediatelyterminate and the Loans hereunder (with accrued interest thereon) and all otheramounts owing under this Agreement and the other Loan Documents shallimmediately become due and payable, as the case may be, and in each casenotwithstanding the provisions of Section 362 of the Bankruptcy Code andwithout any application, motion or notice to, hearing before, or order from,the Bankruptcy Court, or (B) if such event is any other Event of Default, withthe consent of the Required Lenders, the Administrative Agent may, or upon therequest of the Required Lenders, the Administrative Agent shall, by notice tothe Borrower, declare the Commitments to be terminated forthwith, and the Loanshereunder (with accrued interest thereon) and all other amounts owing underthis Agreement or any other Loan Document to be due and payable forthwith,whereupon the same shall immediately terminate and become due and payable, asthe case may be and in each case notwithstanding the provisions of Section 362of the Bankruptcy Code and without any application, motion or notice to,hearing before, or order from, the Bankruptcy Court.  Except as expressly provided above in thisSection, presentment, demand, protest and all other notices of any kind arehereby expressly waived by the Borrower. In addition, prior to the Exit Facilities Conversion Date, subject onlyto any limitations set forth in the DIP Order, the automatic stay provided inSection 362 of the Bankruptcy Code shall be deemed automatically vacatedwithout further action or order of the Bankruptcy Court and the Agents and theLenders shall be entitled to exercise all of their respective rights andremedies under the Security Documents, including, without limitation, allrights and remedies with respect to the Collateral and the Guarantors.  In addition to the remedies set forth above,the Agents may exercise any other remedies provided for by this Agreement andthe Security Documents in accordance with the terms hereof and thereof or anyother remedies provided by applicable law.

Upon the first date on which the Agents and/or theLenders are entitled to exercise remedies as provided in the foregoingprovisions of this Section and notice thereof by the Administrative Agent tothe Loan Parties (the *“*Carve-OutEvent Notice*”*), the right of the Loan Partiesto pay professional fees outside the Carve-Out shall terminate (a *“*Carve-Out Event*”*), and, uponsuch occurrence, the Loan Parties, after receipt of the Carve-Out Event Noticefrom the Administrative Agent, shall provide immediate notice by facsimile toall professionals informing them that a Carve-Out Event has occurred andfurther advising them that the Loan Parties’ ability to pay professionals issubject to the Carve-Out.

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# SECTION 9  GUARANTY

9.1           The Guaranty.  In order to induce the Lenders to enter intothis Agreement and to extend credit hereunder and in recognition of the directbenefits to be received by the Guarantors from the proceeds of the Loans, eachGuarantor hereby jointly and severally agrees with the Agents and the Lendersas follows: each Guarantor hereby jointly and severally, unconditionally andirrevocably guarantees as primary obligor and not merely as surety the full andprompt payment and performance when due, whether upon maturity, by accelerationor otherwise, of the Obligations to each of the Lenders and each of the Agents.  If any or all of the Obligations of theBorrower to the Lenders or the Agents becomes due and payable hereunder, eachGuarantor unconditionally promises on a joint and several basis to pay suchObligations to the Lenders or the Agents, as the case may be, or order, ondemand, together with any and all expenses which may be incurred by the Agentsor the Lenders in collecting any of the Obligations.

9.2           Bankruptcy.  Additionally, each Guarantor jointly andseverally, unconditionally and irrevocably guarantees the payment of any andall Obligations of the Borrower to each of the Lenders and each of the Agentswhether or not due or payable by the Borrower upon the occurrence in respect tothe Borrower of any of the events specified in Section 8(f), and unconditionallypromises to pay such Obligations to each of the Lenders and each of the Agents,or order, on demand, in lawful money of the United States.

9.3           Nature of Liability.  The liability of each Guarantor hereunder isexclusive and independent of any security for or other guaranty of theObligations of the Borrower whether executed by each Guarantor, any otherguarantor or by any other party, and the liability of each Guarantor hereundershall not be affected or impaired by (a) any direction as to application ofpayment by the Borrower or by any other party, or (b) any other continuing orother guaranty, undertaking or maximum liability of a guarantor or of any otherparty as to the Obligations of the Borrower, or (c) any payment on or inreduction of any such other guaranty or undertaking, or (d) any dissolution,termination or increase, decrease or change in personnel by the Borrower, or(e) any payment made to the Agents or the Lenders on the Obligations which suchAgents or such Lenders repay the Borrower or Guarantor (including by depositingthe Proceeds with a receiver, intervenor or conservator of, or trustee orsimilar officer for, the Borrower or Guarantor) pursuant to court order in anybankruptcy, reorganization, arrangement, moratorium or other debtor reliefproceeding, and each Guarantor waives any right to the deferral or modificationof its obligations hereunder by reason of any such proceeding.

9.4           Independent Obligation.  The obligations of each Guarantor hereunderare independent of the obligations of any other Guarantor or the Borrower, anda separate action or actions may be brought and prosecuted against eachGuarantor whether or not action is brought against any other Guarantor or theBorrower and whether or not any other guarantor or the Borrower be joined inany such action or actions.  EachGuarantor waives, to the fullest extent permitted by law, the benefit of anystatute of limitations affecting its liability hereunder or the enforcement thereof.  Any payment by the Borrower or othercircumstances which operate to toll any statute of limitations as to theBorrower shall operate to toll the statute of limitations as to each Guarantor.

9.5           Authorization.  Each Guarantor authorizes the Agents and theLenders without notice or demand (except as shall be required by applicablestatute and which cannot be waived), and without affecting or impairing itsliability hereunder, from time to time to (a) renew, compromise, extend,increase, accelerate or otherwise change the time for payment of, or otherwisechange the terms of, the 

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Obligations or any part thereof in accordance withthis Agreement, including any increase or decrease of the rate of interestthereon, (b) take and hold security from any Guarantor or any other party forthe payment of this guaranty or the Obligations and exchange, enforce, waiveand release any such security, (c) apply such security and direct the order ormanner of sale thereof as the Agents and the Lenders in their discretion maydetermine and (d) release or substitute any one or more endorsers, Guarantors,the Borrower or other obligors.

9.6           Reliance.  It is not necessary for the Agents or theLenders to inquire into the capacity or powers of the Borrower or itsSubsidiaries or the officers, directors, partners or agents acting orpurporting to act on its behalf, and any Obligations made or created inreliance upon the professed exercise of such powers shall be guaranteedhereunder.

9.7           Subordination.  Any indebtedness of the Borrower now orhereafter held by any Guarantor is hereby subordinated to the Obligations ofthe Borrower to the Agents and the Lenders; and such indebtedness of theBorrower to such Guarantor, if any Agent, after an Event of Default hasoccurred and is continuing, so requests, shall be collected, enforced andreceived by such Guarantor as trustee for the Lenders and be paid over to theLenders and the Agents on account of the Obligations of the Borrower to theLenders and the Agents, but without affecting or impairing in any manner theliability of such Guarantor under the other provisions of this Guaranty.  Prior to the transfer by any Guarantor of anynote or negotiable instrument evidencing any indebtedness of the Borrower tosuch Guarantor, such Guarantor shall mark such note or negotiable instrumentwith a legend that the same is subject to this subordination.

## 9.8           Waiver.

### (a)           EachGuarantor waives any right (except as shall required by applicable statute andwhich cannot be waived) to require the Agents or the Lenders to (a) proceedagainst the Borrower, any other Guarantor or any other party, (b) proceedagainst or exhaust any security held from the Borrower, any other Guarantor orany other party or (c) pursue any other remedy in the Agents’ or the Lenders’power whatsoever.  Each Guarantor waivesany defense based on or arising out of any defense of the Borrower, any otherGuarantor or any other party other than payment in full of the Obligations,including, without limitation, any defense based on or arising out of thedisability of the Borrower, any other Guarantor or any other party, or theunenforceability of the Obligations or any part thereof from any cause, or thecessation from any cause of the liability of the Borrower other than payment infull of the Obligations.  The Agents and theLenders may, at their election, foreclose on any security held by the Agents orthe Lenders by one or more judicial or nonjudicial sales (to the extent suchsale is permitted by applicable law), or exercise any other right or remedy theAgents and the Lenders may have against the Borrower or any other party, or anysecurity, without affecting or impairing in any way the liability of eachGuarantor hereunder except to the extent the Obligations have been paid. EachGuarantor waives any defense arising out of any such election by the Agents andthe Lenders, even though such election operates to impair or extinguish anyright of reimbursement or subrogation or other right or remedy of suchGuarantor against the Borrower or any other party or any security.  Until all Obligations of the Borrower to theLenders and to the Agents shall have been paid in full, each Guarantor agreesthat it will not exercise any right of subrogation, and waives any right toenforce any remedy which the Agents and the Lenders now have or may hereafterhave against the Borrower, and waives any benefit of, and any right toparticipate in, any security now or hereafter held by the Agents and theLenders.

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### (b)           EachGuarantor waives all presentments, demands for performance, protests andnotices, including, without limitation, notices of nonperformance, notices ofprotest, notices of dishonor, notices of acceptance of this guaranty, andnotices of the existence, creation or incurring of new or additionalObligations. Each Guarantor assumes all responsibility for being and keepingitself informed of the Borrower’s financial condition and assets, and of allother circumstances bearing upon the risk of nonpayment of the Obligations andthe nature, scope and extent of the risks which each Guarantor assumes andincurs hereunder, and agrees that the Agents and the Lenders shall have no dutyto advise either Guarantor of information known to them regarding suchcircumstances or risks.

9.9           Limitation on Enforcement.  The Lenders agree that no Lender shall haveany right individually to seek to enforce or to enforce this guaranty, it beingunderstood and agreed that such rights and remedies may be exercised only bythe Administrative Agent for the benefit of the Lenders upon the terms of thisAgreement.

SECTION 10 THE AGENTS

10.1         Appointment.  Each Lender hereby irrevocably designates andappoints each Agent as the agent of such Lender under this Agreement and theother Loan Documents, and each such Lender irrevocably authorizes each Agent,in such capacity, to take such action on its behalf under the provisions ofthis Agreement and the other Loan Documents and to exercise such powers andperform such duties as are expressly delegated to such Agent by the terms ofthis Agreement and the other Loan Documents, together with such other powers asare reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in thisAgreement, no Agent shall have any duties or responsibilities, except thoseexpressly set forth herein, or any fiduciary relationship with any Lender, andno implied covenants, functions, responsibilities, duties, obligations orliabilities shall be read into this Agreement or any other Loan Document orotherwise exist against any Agent.

10.2         Delegation of Duties.  Each Agent may execute any of its dutiesunder this Agreement and the other Loan Documents by or through agents orattorneys-in-fact and shall be entitled to advice of counsel concerning allmatters pertaining to such duties.  NoAgent shall be responsible for the negligence or misconduct of any agents orattorneys-in-fact selected by it with reasonable care.

10.3         Exculpatory Provisions.  Neither any Agent nor any of their respectiveofficers, directors, employees, agents, attorneys-in-fact or affiliates shallbe (i) liable for any action lawfully taken or omitted to be taken by it orsuch Person under or in connection with this Agreement or any other LoanDocument (except to the extent that any of the foregoing are found by a finaland nonappealable decision of a court of competent jurisdiction to haveresulted from its or such Person’s own gross negligence or willful misconduct)or (ii) responsible in any manner to any of the Lenders for any recitals,statements, representations or warranties made by any Loan Party or any officerthereof contained in this Agreement or any other Loan Document or in anycertificate, report, statement or other document referred to or provided forin, or received by any Agent under or in connection with, this Agreement or anyother Loan Document or for the value, validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document orfor any failure of any Loan Party a party thereto to perform its obligationshereunder or thereunder.  No Agent shallbe under any obligation to any Lender to ascertain or to inquire as to theobservance or performance of any of the agreements contained in, or conditionsof, this Agreement or any other Loan Document, or to inspect the properties,books or records of any Loan Party.

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10.4         Reliance by Agents.  Each Agent shall be entitled to rely, andshall be fully protected in relying, upon any instrument, writing, resolution,notice, consent, certificate, affidavit, letter, telecopy, telex or teletypemessage, statement, order or other document or conversation believed by it tobe genuine and correct and to have been signed, sent or made by the properPerson or Persons and upon advice and statements of legal counsel (includingcounsel to the Loan Parties), independent accountants and other expertsselected by the Administrative Agent. Each Agent may deem and treat the payee of any Note as the owner thereoffor all purposes unless a written notice of assignment, negotiation or transferthereof shall have been filed with the Administrative Agent.  Each Agent shall be fully justified infailing or refusing to take any action under this Agreement or any other LoanDocument unless it shall first receive such advice or concurrence as it deemsappropriate of the requisite Lenders or it shall first be indemnified to itssatisfaction by the Lenders against any and all liability and expense that maybe incurred by it by reason of taking or continuing to take any suchaction.  Each Agent shall in all cases befully protected in acting, or in refraining from acting, under this Agreementand the other Loan Documents in accordance with a request of the requisiteLenders, and such request and any action taken or failure to act pursuantthereto shall be binding upon all the Lenders and all future holders of theLoans.

10.5         Notice of Default.  No Agent shall be deemed to have knowledge ornotice of the occurrence of any Default or Event of Default hereunder unlesssuch Agent has received notice from a Lender or a Loan Party referring to thisAgreement, describing such Default or Event of Default and stating that suchnotice is a “notice of default”.  In theevent that the Administrative Agent receives such a notice, the AdministrativeAgent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to suchDefault or Event of Default as shall be reasonably directed by the requisiteLenders, provided that unless and until the Administrative Agent shallhave received such directions, the Administrative Agent may (but shall not beobligated to) take such action, or refrain from taking such action, withrespect to such Default or Event of Default as it shall deem advisable in thebest interests of the Lenders.

10.6         Non-Reliance on Agents and OtherLenders.  Each Lender expresslyacknowledges that neither the Agents nor any of their respective officers,directors, employees, agents, attorneys-in-fact or affiliates have made anyrepresentations or warranties to it and that no act by any Agent hereaftertaken, including any review of the affairs of a Loan Party or any affiliate ofa Loan Party, shall be deemed to constitute any representation or warranty byany Agent to any Lender.  Each Lenderrepresents to the Agents that it has, independently and without reliance uponany Agent or any other Lender, and based on such documents and information asit has deemed appropriate, made its own appraisal of and investigation into thebusiness, operations, property, financial and other condition and creditworthinessof the Loan Parties and their affiliates and made its own decision to make itsLoans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and withoutreliance upon any Agent or any other Lender, and based on such documents andinformation as it shall deem appropriate at the time, continue to make its owncredit analysis, appraisals and decisions in taking or not taking action underthis Agreement and the other Loan Documents, and to make such investigation asit deems necessary to inform itself as to the business, operations, property,financial and other condition and creditworthiness of the Loan Parties andtheir Affiliates.  Except for notices,reports and other documents expressly required to be furnished to the Lendersby an Agent hereunder, no Agent shall have any duty or responsibility toprovide any Lender with any credit or other information concerning thebusiness, operations, property, condition (financial or otherwise), prospectsor creditworthiness of any Loan Party or any Affiliate of a Loan Party that maycome into the possession of such Agent or any of its officers, directors,employees, agents, attorneys-in-fact or affiliates.

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10.7         Indemnification.  The Lenders agree to indemnify each Agent inits capacity as such (to the extent not reimbursed by the Loan Parties andwithout limiting the obligation of the Loan Parties to do so), ratablyaccording to their respective Aggregate Exposure Percentages in effect on thedate on which indemnification is sought under this Section (or, ifindemnification is sought after the date upon which the Commitments shall haveterminated and the Loans shall have been paid in full, ratably in accordancewith such Aggregate Exposure Percentages immediately prior to such date), fromand against any and all liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses or disbursements of any kindwhatsoever that may at any time (whether before or after the payment of theLoans) be imposed on, incurred by or asserted against such Agent in any wayrelating to or arising out of, the Commitments, this Agreement, any of theother Loan Documents or any documents contemplated by or referred to herein ortherein or the transactions contemplated hereby or thereby or any action takenor omitted by such Agent under or in connection with any of the foregoing; providedthat no Lender shall be liable for the payment of any portion of suchliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements that are found by a final andnonappealable decision of a court of competent jurisdiction to have resultedfrom such Agent’s gross negligence or willful misconduct.  The agreements in this Section shall survivethe payment of the Loans and all other amounts payable hereunder.

10.8         Agent in Its Individual Capacity.  Each Agent and its affiliates may make loansto, accept deposits from and generally engage in any kind of business with anyLoan Party as though such Agent were not an Agent.  With respect to its Loans made or renewed byit, each Agent shall have the same rights and powers under this Agreement andthe other Loan Documents as any Lender and may exercise the same as though itwere not an Agent, and the terms “Lender” and “Lenders” shall include eachAgent in its individual capacity.

10.9         Successor Administrative Agent.  The Administrative Agent may resign asAdministrative Agent upon 15 Business Days’ notice to the Lenders and theBorrower.  If the Administrative Agentshall resign as Administrative Agent, then the Required Lenders shall appointfrom among the Lenders a successor agent for the Lenders, which successor agentshall (unless an Event of Default under Section 8(a) or 8(f) with respect tothe Borrower shall have occurred and be continuing) be subject to approval bythe Borrower (which approval shall not be unreasonably withheld or delayed),whereupon such successor agent shall succeed to the rights, powers and dutiesof the Administrative Agent, and the term “Administrative Agent” shall meansuch successor agent effective upon such appointment and approval, and theformer Administrative Agent’s rights, powers and duties as Administrative Agentshall be terminated, without any other or further act or deed on the part ofsuch former Administrative Agent or any of the parties to this Agreement or anyholders of the Loans.  If no successoragent has accepted appointment as Administrative Agent by the date that is 10days following a retiring Administrative Agent’s notice of resignation, theretiring Administrative Agent’s resignation shall nevertheless thereupon becomeeffective and the Lenders shall assume and perform all of the duties of theAdministrative Agent hereunder until such time, if any, as the Required Lendersappoint a successor agent as provided for above.  After any retiring Administrative Agent’sresignation as Administrative Agent, the provisions of this Section shall inureto its benefit as to any actions taken or omitted to be taken by it while itwas Administrative Agent under this Agreement and the other Loan Documents.

10.10       Other Agents.  No Agent other than the Administrative Agentshall have any duties or responsibilities hereunder in its capacity as such.

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# SECTION 11  MISCELLANEOUS

11.1         Amendmentsand Waivers.  Neither this Agreement,any other Loan Document, nor any terms hereof or thereof may be amended,supplemented or modified except in accordance with the provisions of thisSection.  The Required Lenders and eachLoan Party party to the relevant Loan Document may, or, with the writtenconsent of the Required Lenders, the Administrative Agent and each Loan Partyparty to the relevant Loan Document may, from time to time, (a) enter intowritten amendments, supplements or modifications hereto and to the other LoanDocuments or (b) waive, on such terms and conditions as the Required Lenders orthe Administrative Agent, as the case may be, may specify in such instrument,any of the requirements of this Agreement or the other Loan Documents or anyDefault or Event of Default and its consequences; provided, however,that no such waiver and no such amendment, supplement or modification shall (i)forgive or reduce the principal amount or extend the final scheduled date ofmaturity of any Loan, extend the scheduled date or reduce the amount of anyrequired amortization payment in respect of any Loan, reduce the stated rate ofany interest or fee payable hereunder (except (x) in connection with the waiverof applicability of any post default increase in interest rates, which waivershall be effective with the consent of the Majority Facility Lenders of eachadversely affected Facility and (y) that any amendment or modification ofdefined terms used in the financial covenants in this Agreement shall notconstitute a reduction in the rate of interest or fees for purposes of thisclause (i)) or extend the scheduled date of any payment thereof, or increasethe amount or extend the expiration date of any Lender’s Commitment, in eachcase without the written consent of each Lender directly affected thereby; (ii)eliminate or reduce the voting rights of any Lender under this Section withoutthe written consent of such Lender; (iii) reduce any percentage specified inthe definition of Required Lenders, consent to the assignment or transfer bythe Borrower of any of its rights and obligations under this Agreement and theother Loan Documents, release all or substantially all of the Guarantors fromtheir obligations under Section 9, or release (A) either of the US to Japan orthe US to China Routes listed on Schedule 7.5, (B) any substantial portion ofthe Route Collateral, or (C) all or substantially all of the Collateral, ineach case without the written consent of all Lenders; (iv) amend, modify orwaive any provision of Section 3.8 without the written consent of the MajorityFacility Lenders in respect of each Facility adversely affected thereby; (v)reduce the percentage specified in the definition of Majority Facility Lenderswith respect to any Facility without the written consent of all Lenders undersuch Facility; (vi) amend, modify or waive any provision of Section 10 withoutthe written consent of the Administrative Agent; or (viii) amend, modify orwaive any provision of Sections 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12 or 2.13without the written consent of the Issuing Lender.  Any such waiver and any such amendment,supplement or modification shall apply equally to each of the Lenders and shallbe binding upon the Loan Parties, the Lenders, the Agents and all futureholders of the Loans.  In the case of anywaiver, the Loan Parties, the Lenders and the Agents shall be restored to theirformer position and rights hereunder and under the other Loan Documents, andany Default or Event of Default waived shall be deemed to be cured and notcontinuing; but no such waiver shall extend to any subsequent or other Defaultor Event of Default, or impair any right consequent thereon.

For the avoidance of doubt, this Agreement may beamended (or amended and restated) with the written consent of the RequiredLenders, the Administrative Agent and the Borrower (a) to add one or moreadditional credit facilities to this Agreement and to permit the extensions ofcredit from time to time outstanding thereunder and the accrued interest andfees in respect thereof (collectively, the “Additional Extensions of Credit”)to share ratably in the benefits of this Agreement and the other Loan Documentswith the Loans and the accrued interest and fees in respect thereof and (b) toinclude appropriately the Lenders holding such credit facilities in anydetermination of the Required Lenders and Majority Facility Lenders.  If, in connection with any proposed waiver,amendment, supplement or 

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modification to any of the provisions of thisAgreement as contemplated by this Section, the consent of the Required Lendersis obtained but the consent of one or more of such other Lenders whose consentis required is not obtained, then the Borrower shall have the right, so long aseach non-consenting Lender whose individual consent is required is treated asdescribed in either clause (A) or (B) below, to either (A) replace suchnon-consenting Lender with one or more Replacement Lenders pursuant to Section3.13 so long as at the time of such replacement, each such Replacement Lenderconsents to the proposed waiver, amendment, supplement or modification or (B)repay in full all of such non-consenting Lender’s outstanding Loans and allother Obligations owing to such Lender, and at such time such Lender shall nolonger constitute a “Lender” for purposes of this Agreement.

## 11.2         Notices.

### (a)           Exceptas otherwise provided herein, all notices, requests and demands to or upon therespective parties hereto to be effective shall be in writing (including bytelecopy), and all such notices, requests and demands shall be effective whenreceived, addressed as follows in the case of the Loan Parties and theAdministrative Agent, and as set forth in an administrative questionnairedelivered to the Administrative Agent in the case of the Lenders, or to suchother address as may be hereafter notified by the respective parties hereto:

|        | Loan Parties:              |   | 2700 Lone Oak ParkwayEagan, MN 55121Telephone:(612) 726-2274                                                                                                                                                                                                                                          |
|--------|----------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                       |   | Fax:

Attn:

                                                                                                                                                                                                                                                                                    | (612) 726-0665Daniel B. MatthewsSenior Vice President and   Treasurer |
|   |                       |   |                                                                                                                                                                                                                                                                                                  |
|   | The  Administrative Agent: |   | Citicorp USA, Inc.  388 Greenwich Street, 20th FloorNew York, New York, 10013Telephone:            (212)  816-2374Fax:         (212)  816-2613Attn:       James McCarthy |
|   |                       |   |                                                                                                                                                                                                                                                                                                  |
|   | with a copy to:            |   | Latham & Watkins LLPSears Tower, Suite 5800233 South Wacker DriveChicago, IL 60606Telephone: (312) 876-7700Fax: (312) 993-9767Attn:  James W. Doran and  David S.   Heller                                                                                                                   |

 

### (b)           Noticesand other communications to the Lenders hereunder may be delivered or furnishedby electronic communications pursuant to procedures approved by theAdministrative Agent. The Administrative Agent or the Borrower may, in itsdiscretion, agree to accept notices and other communications to it hereunder byelectronic communications pursuant to procedures approved by it; providedthat approval of such procedures may be limited to particular notices orcommunications.

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11.3         No Waiver; Cumulative Remedies.  No failure to exercise and no delay inexercising, on the part of any Agent or any Lender, any right, remedy, power orprivilege hereunder or under the other Loan Documents shall operate as a waiverthereof; nor shall any single or partial exercise of any right, remedy, poweror privilege hereunder preclude any other or further exercise thereof or theexercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privilegesherein provided are cumulative and not exclusive of any rights, remedies,powers and privileges provided by law.

11.4         Survival of Representations andWarranties.  All representations andwarranties made hereunder, in the other Loan Documents and in any document,certificate or statement delivered pursuant hereto or in connection herewithshall survive the execution and delivery of this Agreement and the making ofthe Loans and other extensions of credit hereunder.

11.5         Payment of Expenses and Taxes,Indemnity.  The Borrower agrees

(a) to pay or reimburse each of the AdministrativeAgent, and the Joint Lead Arrangers for all their reasonable and adequatelydocumented out-of-pocket costs and expenses incurred in connection with thedevelopment, preparation, syndication and execution of, and of any amendment,supplement or modification to, this Agreement and the other Loan Documents andany other documents prepared in connection herewith or therewith, including thereasonable and adequately documented fees and disbursements of Latham &Watkins LLP, outside counsel to the Administrative Agent and search, filing andrecording fees and expenses, with statements with respect to the foregoing tobe submitted to the Borrower prior to the Closing Date (in the case of amountsto be paid on the Closing Date) and from time to time thereafter on a quarterlybasis, (b) to pay the costs and charges of obtaining Appraisals of thePool Assets pursuant to this Agreement, (c) to pay or reimburse each Lender andAgent for all its reasonable and adequately documented costs and expensesincurred in connection with the enforcement or preservation of any rights underthis Agreement, the other Loan Documents and any such other documents,including the reasonable and adequately documented fees and disbursements ofcounsel (including the reasonable allocated fees and expenses of in-housecounsel) to each Lender and of counsel to the Administrative Agent, (d) to pay,indemnify, and hold each Lender and Agent harmless from, any and all recordingand filing fees and any and all liabilities with respect to, or resulting fromany delay in paying, stamp, excise and other taxes, if any, that may be payableor determined to be payable in connection with the execution and delivery of,or any amendment, supplement or modification of, or any waiver or consent underor in respect of, this Agreement, the other Loan Documents and any such otherdocuments, and (e) to indemnify each Agent, each Lender and each of theirrespective affiliates, and each of their respective officers, directors,employees, representatives, trustees, advisors and agents from and hold each ofthem harmless against any and all liabilities, obligations, losses, damages,penalties, claims, actions, judgments, suits, costs, expenses and disbursements(including reasonable and adequately documented attorney’s and consultant’sfees and disbursements) incurred by, imposed on or assessed against any of themas a result of, or arising out of, or in any way related to, or by reason of,any investigation, litigation or other proceeding (whether or not any Agent orany Lender is a party thereto) related to the entering into and/or performanceof this Agreement or any other Loan Document or the actual or proposed use ofthe proceeds of any Loans hereunder or the consummation of any transactionscontemplated therein or in any other Loan Document or the exercise of any oftheir rights or remedies provided herein or in any other Loan Document,including the reasonable and adequately documented fees and disbursements ofcounsel and other consultants incurred in connection with any suchinvestigation, litigation, or other proceeding (but excluding any liabilities,obligations, losses, damages, penalties, claims, actions, judgments, suits,costs, expenses and disbursements to the extent arising or incurred by reasonof (x) a violation of laws or governmental regulations pertaining to lending bythe 

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Person to be indemnified (or the Agent or Bank ofwhich such Person is an officer, director, employee, representative or agent); providedthat the Person to be indemnified shall, in all events, be entitled to theindemnification set forth in Sections 3.9, 3.10 and 3.11) or (y) the grossnegligence or willful misconduct of the Person to be indemnified).  To the extent that the undertaking toindemnify, pay or hold harmless any Person set forth in the preceding sentencemay be unenforceable because it is violative of any law or public policy, theBorrower shall make the maximum contribution to the payment and satisfaction ofeach of the indemnified liabilities which is permissible under applicablelaw.  The agreements in this Section 11.5shall survive repayment of the Loans and all other amounts payable hereunder.

## 11.6         Successorsand Assign; Participations and Assignments.

(a)           ThisAgreement shall be binding upon and inure to the benefit of the Loan Parties,the Lenders, the Administrative Agent, Issuing Lender (including any affiliateof the Issuing Lender that issues any Letter of Credit), all future holders ofthe Loans and their respective successors and assigns, except that the Borrowermay not assign or transfer any of its rights or obligations under thisAgreement without the prior written consent of each Lender.

### (b)           AnyLender may, in accordance with applicable law, at any time sell to one or morebanks, financial institutions or other entities (each, a “Participant”)participating interests in any Loan owing to such Lender, any Commitment ofsuch Lender or any other interest of such Lender hereunder and under the otherLoan Documents.  In the event of any suchsale by a Lender of a participating interest to a Participant, such Lender’sobligations under this Agreement to the other parties to this Agreement shallremain unchanged, such Lender shall remain solely responsible for theperformance thereof, such Lender shall remain the holder of any such Loan forall purposes under this Agreement and the other Loan Documents, and theBorrower, the Administrative Agent, the Issuing Lender and other Lenders shallcontinue to deal solely and directly with such Lender in connection with suchLender’s rights and obligations under this Agreement and the other LoanDocuments.  In no event shall anyParticipant under any such participation have any right to approve anyamendment or waiver of any provision of any Loan Document, or any consent toany departure by any Loan Party therefrom, except to the extent that suchamendment, waiver or consent would reduce the principal of or interest on, theLoans or any fees payable hereunder, or postpone the date of the final maturityof the Loans, in each case to the extent subject to such participation.  The Borrower agrees that if amountsoutstanding under this Agreement and the Loans are due or unpaid, or shall havebeen declared or shall have become due and payable upon the occurrence of anEvent of Default, each Participant shall, to the maximum extent permitted byapplicable law, be deemed to have the right of setoff in respect of itsparticipating interest in amounts owing under this Agreement to the same extentas if the amount of its participating interest were owing directly to it as aLender under this Agreement, provided that, in purchasing suchparticipating interest, such Participant shall be deemed to have agreed toshare with the Lenders the proceeds thereof as provided in Section 11.7(a) asfully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to thebenefits of Sections 3.9, 3.10 and 3.11 with respect to its participation inthe Commitments and the Loans outstanding from time to time as if it was a Lender;provided that, in the case of Section 3.10, such Participant shall havecomplied with the requirements of said Section and provided, further,that no Participant shall be entitled to receive any greater amount pursuant toany such Section than the transferor Lender would have been entitled to receivein respect of the amount of the participation transferred by such transferorLender to such Participant had no such transfer occurred.

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### (c)           AnyLender (an “Assignor”) may, in accordance with applicable law, at anytime and from time to time upon notice to the Borrower and the AdministrativeAgent assign to any Lender, any affiliate of any Lender or to an EligibleTransferee (an “Assignee”) all or any part of its rights and obligationsunder this Agreement and the other Loan Documents pursuant to an Assignment andAcceptance, executed by such Assignee, such Assignor and any other Person whoseconsent is required pursuant to this paragraph, and delivered to theAdministrative Agent for its acceptance and recording in the Register; providedthat no such assignment to an Assignee (other than any Lender or any affiliateof a Lender) shall be in an aggregate principal amount of less than $5,000,000(or an integral multiple of $1,000,000 in excess thereof) (other than in thecase of an assignment of all of a Lender’s interests under this Agreement),unless otherwise agreed by the Borrower and the Administrative Agent. Forpurposes of the proviso contained in the preceding sentence, the amountdescribed therein shall be aggregated in respect of each Lender and each Lender’sAffiliates, if any. Any such assignment need not be ratable as among theFacilities. Upon such execution, delivery, acceptance and recording, from andafter the effective date determined pursuant to such Assignment and Acceptance,(x) the Assignee thereunder shall be a party hereto and, to the extent providedin such Assignment and Acceptance, have the rights and obligations of a Lenderhereunder with Loans as set forth therein, and (y) the Assignor thereundershall, to the extent provided in such Assignment and Acceptance, be releasedfrom its obligations under this Agreement (and, in the case of an Assignmentand Acceptance covering all of an Assignor’s rights and obligations under thisAgreement, such Assignor shall cease to be a party hereto).

### (d)           TheAdministrative Agent shall, on behalf of the Borrower, maintain at its addressreferred to in Section 11.2 a copy of each Assignment and Acceptance deliveredto it and a register (the “Register”) for the recordation of the namesand addresses of the Lenders and the Commitment of, and the principal amount ofthe Loans owing to, each Lender from time to time. The entries in the Registershall be conclusive, in the absence of manifest error, and the Borrower, eachother Loan Party, the Administrative Agent and the Lenders shall treat eachPerson whose name is recorded in the Register as the owner of the Loans and anyNotes evidencing the Loans recorded therein for all purposes of this Agreement.Any assignment of any Loan, whether or not evidenced by a Note, shall beeffective only upon appropriate entries with respect thereto being made in theRegister (and each Note shall expressly so provide). Any assignment or transferof all or part of a Loan evidenced by a Note shall be registered on theRegister only upon surrender for registration of assignment or transfer of theNote evidencing such Loan, accompanied by a duly executed Assignment andAcceptance, and thereupon one or more new Notes shall be issued to thedesignated Assignee.

### (e)           Uponits receipt of an Assignment and Acceptance executed by an Assignor, anAssignee and any other Person whose consent is required by Section 11.6(c),together with payment to the Administrative Agent of a registration and processingfee of $4,000, the Administrative Agent shall (i) promptly accept suchAssignment and Acceptance and (ii) record the information contained therein inthe Register on the effective date determined pursuant thereto.

### (f)            Foravoidance of doubt, the parties to this Agreement acknowledge that theprovisions of this Section 11.6 concerning assignments of Loans and Notesrelate only to the absolute assignments and that such provisions do notprohibit assignments creating security interests, including any pledge orassignment by a Lender of any Loan or Note to any Federal Reserve Bank (itbeing understood that any foreclosure of any such security interest and anyassignment of rights (including voting rights) in connection therewith shall besubject to the requirements of this Section).

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### (g)           TheBorrower, upon receipt of written notice from the relevant Lender, agrees toissue Notes (in a form to be reasonably agreed with the Borrower) to any Lenderrequiring Notes to facilitate transactions of the type described in paragraph(f) above.

## 11.7         Adjustments;Set-off.

### (a)           Exceptto the extent that this Agreement expressly provides for payments to beallocated to a particular Lender or to the Lenders under a particular Facility,if any Lender (a “Benefitted Lender”) shall, receive any payment of allor part of the Obligations owing to it, or receive any collateral in respectthereof (whether voluntarily or involuntarily, by set-off, pursuant to eventsor proceedings of the nature referred to in Section 8(f), or otherwise), in agreater proportion than any such payment to or collateral received by any otherLender, if any, in respect of the Obligations owing to such other Lender, suchBenefitted Lender shall purchase for cash from the other Lenders aparticipating interest in such portion of the Obligations owing to each suchother Lender, or shall provide such other Lenders with the benefits of any suchcollateral, as shall be necessary to cause such Benefitted Lender to share theexcess payment or benefits of such collateral ratably with each of the Lenders;provided, however, that if all or any portion of such excesspayment or benefits is thereafter recovered from such Benefitted Lender, suchpurchase shall be rescinded, and the purchase price and benefits returned, tothe extent of such recovery, but without interest.

### (b)           Inaddition to any rights and remedies of the Lenders provided by law, each Lendershall have the right, without prior notice to any Loan Party, any such noticebeing expressly waived by the Loan Parties to the extent permitted byapplicable law, upon the commencement and during the continuance of an Event ofDefault, to set off and appropriate and apply against any amount then due andpayable by any Loan Party hereunder any and all deposits (general or special,time or demand, provisional or final), in any currency, and any other credits,indebtedness or claims, in any currency, in each case whether direct orindirect, absolute or contingent, matured or unmatured, at any time held orowing by such Lender or any branch or agency thereof to or for the credit orthe account of the relevant Loan Party, as the case may be. Each Lender agreespromptly to notify the Borrower and the Administrative Agent after any suchsetoff and application made by such Lender, provided that the failure togive such notice shall not affect the validity of such setoff and application.

11.8         Counterparts.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts, andall of said counterparts taken together shall be deemed to constitute one andthe same instrument.  Delivery of anexecuted signature page of this Agreement by facsimile transmission shall beeffective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signedby all the parties shall be lodged with the Borrower and the AdministrativeAgent.

11.9         Severability.  Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

11.10       Integration.  This Agreement and the other Loan Documentsrepresent the entire agreement of the Loan Parties, the Agents and the Lenderswith respect to the subject matter hereof and thereof, and there are no promises,undertakings, representations or warranties by any Agent or any 

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Lender relative to subject matter hereof not expresslyset forth or referred to herein or in the other Loan Documents.

11.11       **GOVERNING LAW**.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.12       Submission To Jurisdiction; Waivers.  Each Loan Party hereby irrevocably andunconditionally:

### (a)           submitsfor itself and its property in any legal action or proceeding relating to thisAgreement and the other Loan Documents to which it is a party, or forrecognition and enforcement of any judgment in respect thereof, to thenon-exclusive general jurisdiction of the courts of the State of New York, thecourts of the United States for the Southern District of New York, andappellate courts from any thereof;

### (b)           consentsthat any such action or proceeding may be brought in such courts and waives anyobjection that it may now or hereafter have to the venue of any such action orproceeding in any such court or that such action or proceeding was brought inan inconvenient court and agrees not to plead or claim the same;

### (c)           agreesthat service of process in any such action or proceeding may be effected bymailing a copy thereof by registered or certified mail (or any substantiallysimilar form of mail), postage prepaid, to the relevant Loan Party at itsaddress set forth in Section 11.2 or at such other address of which theAdministrative Agent shall have been notified pursuant thereto;

### (d)           agreesthat nothing herein shall affect the right to effect service of process in anymanner permitted by law or shall limit the right to sue in any otherjurisdiction; and

### (e)           waives,to the maximum extent not prohibited by law, any right it may have to claim orrecover in any legal action or proceeding referred to in this Section anyindirect or consequential damages.

11.13       Acknowledgements.  Each Loan Party hereby acknowledges that:

### (a)           ithas been advised by counsel, in the negotiation, execution and delivery of thisAgreement and the other Loan Documents;

### (b)           neitherthe Administrative Agent nor any Lender has any fiduciary relationship with orduty to any Loan Party arising out of or in connection with this Agreement orany of the other Loan Documents, and the relationship between the Agent, andthe Lenders, on one hand, and the Loan Parties, on the other hand, inconnection herewith or therewith is solely that of debtor and creditor; and

### (c)           nojoint venture is created hereby or by the other Loan Documents or otherwiseexists by virtue of the transactions contemplated hereby among the Lenders oramong the Loan Parties and the Lenders.

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11.14       Intercreditor Agreement.  Each Lender acknowledges that it has receivedand reviewed a copy of the Intercreditor Agreement and has agreed to the termsthereof.

## 11.15       Confidentiality.

### (a)           Subjectto the provisions of clause (b) of this Section, each Lender shall hold allnon-public information obtained pursuant to the requirements of this Agreementwhich has been identified as such by any Loan Party in accordance with itscustomary procedure for handling confidential information of this nature and inaccordance with safe and sound banking practices and in any event may makedisclosure reasonably to any bona fide prospective transferee or participant inconnection with the contemplated transfer of any Loan or Commitment orparticipation therein or as required or requested by any governmental agency orrepresentative thereof or pursuant to legal process or to such Lender’sattorney’s, affiliates or independent auditors, provided that, unlessspecifically prohibited by applicable law or court order, each Lender shallnotify Holdings of any request by any governmental agency or representativethereof (other than any such requests in connection with an examination of thefinancial condition of such Lender by such governmental agency) for disclosureof any such non-public information prior to disclosure of such information; andprovidedfurther, that in no event shall any Lender be obligatedor required to return any materials furnished by Holdings or any of itsSubsidiaries, provided that, in the case of disclosure to anyprospective transferee or participant, such Person executes an agreement withsuch Lender containing provisions substantially the same as to those containedin this Section 11.15.

### (b)           EachLoan Party hereby acknowledges and agrees that each Lender may share with anyof its affiliates any information related to Holdings or any of itsSubsidiaries (including, without limitation, any nonpublic customer informationregarding the creditworthiness of Holdings or any of its Subsidiaries), providedsuch Persons shall be subject to the provisions of this Section to the sameextent as such Lender.

11.16       **WAIVERS OF JURY TRIAL**.  EACH LOAN PARTY, EACH AGENT AND THE LENDERSHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTIONOR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANYCOUNTERCLAIM THEREIN.

## 11.17       Termination,Releases of Guarantees and Liens.

### (a)           Afterthe date upon which the principal of and all accrued interest on the Loans, andthe other Obligations under the Loan Documents, shall have been indefeasiblypaid in full (other than contingent Obligations which are not then due andpayable) and the Commitments have been terminated, this Agreement shallterminate (provided that all indemnities set forth herein shall survive) andthe Collateral Agent is hereby irrevocably authorized by each Lender (withoutrequirement of notice to or consent of any Lender except as expressly requiredby Section 11.1) to take any action requested by the Borrower having the effectof releasing any Collateral or guarantee obligations (including, at the requestand expense of the Borrower, the execution and delivery of a proper instrumentor instruments acknowledging the satisfaction and termination of thisAgreement), and the Collateral Agent will duly assign, transfer and deliver tothe Borrower (without recourse and without any representation or warranty) suchof its Collateral as may be in the possession of the Collateral Agent that hasnot theretofore been sold or otherwise applied or released pursuant to thisAgreement or any other Loan Document.

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### (b)           Inthe event that any part of the Collateral is sold in connection with a salepermitted under this Agreement or any other Loan Document or is otherwisereleased at the direction of the Required Lenders (or all the Lenders ifrequired by Section 11.1 of this Agreement) and the proceeds of such sale orsales or from such release are applied in accordance with the terms of thisAgreement, such Collateral will be sold free and clear of the Liens created bythis Agreement and the Collateral Agent, at the request and expense of theBorrower, will duly assign, transfer and deliver to the Borrower (withoutrecourse and without any representation or warranty) such of the Collateral ofthe Borrower as is then being (or has been) so sold or released and as may bein the possession of the Collateral Agent and has not theretofore been releasedpursuant to this Agreement.

### (c)           Atany time that the Borrower desires that Collateral be released as provided inthe foregoing Section 11.17(a) or (b) it shall deliver to the Collateral Agenta certificate signed by its chief financial officer or another authorizedsenior officer stating that the release of the respective Collateral ispermitted pursuant to Section 11.17(a) or (b). If requested by the CollateralAgent (although the Collateral Agent shall have no obligation to make any suchrequest), the Borrower shall furnish appropriate legal opinions (from counsel,which may be in-house counsel, acceptable to the Collateral Agent) to theeffect set forth in the immediately preceding sentence. The Collateral Agentshall have no liability whatsoever to any Lender as the result of any releaseof Collateral by it as permitted by this Section 11.17.

### (d)           Notwithstandinganything to the contrary contained herein or in any other Loan Document, nosuch Collateral shall be released in connection with clause (b) of this Section11.17 unless the corresponding liens (if any) of U.S. Bank and the PBGC (asdefined in the Intercreditor Agreement) and any other lien on such Collateralpermitted under Section 7.3(f) of this Agreement are released prior to orconcurrently with any such release hereunder.

[*Remainder of Page Intentionally Left Blank*]

[*Signature Pages Follow*]

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed and delivered by their proper and dulyauthorized officers as of the day and year first above written.
|        | NORTHWEST AIRLINES CORPORATION   |
|--------|----------------------------------|
|   |                             |
|   | By:                              | /s/ Daniel B.  Matthews |   |
|   |                             | Name:  Daniel B. Matthews |
|   |                             | Title: Senior Vice President and Treasurer |
|   |                             |
|   | NORTHWEST  AIRLINES HOLDINGS     |
|   | CORPORATION                      |
|   |                             |   |
|   | By:                              | /s/ Daniel B.  Matthews |   |
|   |                             | Name:  Daniel B. Matthews |
|   |                             | Title: Senior Vice President and Treasurer |
|   |                             |
|   | NWA INC.                         |
|   |                             |
|   | By:                              | /s/ Daniel B.  Matthews |   |
|   |                             | Name:  Daniel B. Matthews |
|   |                             | Title: Senior Vice President and Treasurer |
|   |                             |
|   | NORTHWEST AIRLINES, INC.         |
|   |                             |
|   | By:                              | /s/ Daniel B.  Matthews |   |
|   |                             | Name:  Daniel B. Matthews |
|   |                             | Title: Senior Vice President and Treasurer |
|   |                             |
|   | CITICORP USA,  INC., as          |
|   | Administrative  Agent and Lender |
|   |                             |
|   | By:                              | /s/ James J.  McCarthy |   |
|   |                             | Name:  James J. McCarthy |
|   |                             | Title: Director/Vice President |
|   |                             |   |
|   | ,                                |   |   |
|        |                                  |  |  |  |  |  |  |

 

*SIGNATURE PAGE TO*

*THE SUPER PRIORITY DEBTOR INPOSSESSION AND*

* EXIT CREDIT AND GUARANTY AGREEMENT*

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|        | DEUTSCHE BANK TRUST COMPANY AMERICAS,   as a Lender |
|--------|-----------------------------------------------------|
|   |                                                |
|   | By:                                                 | /s/ Frank Fazio |   |
|   |                                                | Name:  Frank Fazio |
|   |                                                | Title: Director |
|   |                                                |   |
|   | By:                                                 | /s/ Marguerite  Sutton |   |
|   |                                                | Name:  Marguerite Sutton |
|   |                                                | Title: Director |
|        |                                                     |  |  |  |  |

 

 

*SIGNATURE PAGE TO*

*THE SUPER PRIORITY DEBTOR INPOSSESSION AND*

* EXIT CREDIT AND GUARANTY AGREEMENT*

 

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|        | CALYON NEW YORK BRANCH, as a Lender |
|--------|-------------------------------------|
|   |                                |   |
|   | By:                                 | /s/ Brian  Bolotin |   |
|   |                                | Name:  Brian Bolotin |
|   |                                | Title: Managing Director |
|   |                                |   |
|   | By:                                 | /s/ Charles  Moran |   |
|   |                                | Name:  Charles Moran |
|   |                                | Title: Director |
|        |                                     |  |  |  |  |

 

*SIGNATURE PAGE TO*

*THE SUPER PRIORITY DEBTOR INPOSSESSION AND*

* EXIT CREDIT AND GUARANTY AGREEMENT*

 

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|        | U.S. BANK NATIONAL ASSOCIATION, as a Lender |
|--------|---------------------------------------------|
|   |                                        |   |
|   | By:                                         | /s/ David  Kopolow |   |
|   |                                        | Name:  David Kopolow |
|   |                                        | Title: Senior Vice President |
|        |                                             |  |  |  |

 

*SIGNATURE PAGE TO*

*THE SUPER PRIORITY DEBTOR INPOSSESSION AND*

* EXIT CREDIT AND GUARANTY AGREEMENT*

 

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|        | JPMORGAN CHASE BANK, N.A., as a Lender |
|--------|----------------------------------------|
|   |                                   |   |
|   | By:                                    | /s/ Donald  Shokrian |   |
|   |                                   | Name:  Donald Shokrian |
|   |                                   | Title: Managing Director |
|        |                                        |  |  |  |

 

*SIGNATURE PAGE TO*

*THE SUPER PRIORITY DEBTOR INPOSSESSION AND*

* EXIT CREDIT AND GUARANTY AGREEMENT*

 

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|        | MORGAN STANLEY SENIOR FUNDING, INC., as a   Lender |
|--------|----------------------------------------------------|
|   |                                               |   |
|   | By:                                                | /s/ Bruce  Buchanan |   |
|   |                                               | Name:  Bruce Buchanan |
|   |                                               | Title: Authorized Signatory |
|        |                                                    |  |  |  |

 

 

*SIGNATURE PAGE TO*

*THE SUPER PRIORITY DEBTOR INPOSSESSION AND*

* EXIT CREDIT AND GUARANTY AGREEMENT*

 

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