<Page>

                               PURCHASE AGREEMENT

                                    BETWEEN

                                 BOMBARDIER INC.

                                      AND

                             NORTHWEST AIRLINES, INC.


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                  RELATING TO THE PURCHASE OF SEVENTY FIVE (75)
                         CANADAIR REGIONAL JET AIRCRAFT

                   INCLUDING RELATED CUSTOMER SUPPORT SERVICES
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Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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                                TABLE OF CONTENTS

<Table>
<Caption>
   ARTICLE
            <S>            <C>
             1             INTERPRETATION
             2             SUBJECT MATTER OF SALE
             3             CUSTOMER SUPPORT SERVICES AND WARRANTY
             4             PRICE
             5             PAYMENT
             6             DELIVERY PROGRAM
             7             NORTHWEST INFORMATION
             8             CERTIFICATION FOR EXPORT
             9             ACCEPTANCE PROCEDURE
            10             TITLE AND RISK
            11             CHANGES
            12             NORTHWEST'S REPRESENTATIVES AT MANUFACTURE SITE
            13             EXCUSABLE DELAY
            14             NON-EXCUSABLE DELAY
            15             LOSS OR DAMAGE
            16             TERMINATION
            17             NOTICES
            18             INDEMNITY AGAINST PATENT INFRINGEMENT
            19             LIMITATION OF LIABILITY
            20             ASSIGNMENT
            21             SUCCESSORS
            22             APPLICABLE LAWS
            23             CONFIDENTIAL NATURE OF AGREEMENT
            24             AGREEMENT

   EXHIBIT  I              CERTIFICATE OF ACCEPTANCE
   EXHIBIT  II             BILL OF SALE
   EXHIBIT  IIIA           CERTIFICATE OF RECEIPT OF AIRCRAFT
   EXHIBIT  IIIB           QUEBEC TAX CERTIFICATE
   EXHIBIT  IV             CHANGE ORDER

   SCHEDULE I              PRICE
   SCHEDULE II             DELIVERY SCHEDULE
   SCHEDULE III            ANNEX A - PRODUCT SUPPORT SERVICES
                           ANNEX B - WARRANTY AND SERVICE LIFE POLICY
   SCHEDULE IV             TRAINING
</Table>

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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This Agreement is made on the 6th day of July 2001


BY AND BETWEEN:        BOMBARDIER INC., a Canadian corporation represented by
                       Bombardier Aerospace, Regional Aircraft having an office
                       located at 123 Garratt Boulevard, Downsview,Ontario,
                       Canada

                       ("Bombardier")

AND:                   NORTHWEST AIRLINES, INC., a Minnesota corporation having
                       an office located at 5101 Northwest Drive, St. Paul,
                       Minnesota  55111-3034

                       ("Northwest")

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

WHEREAS                Northwest desires to purchase  seventy-five (75) Aircraft
                       (as later defined) and to secure purchase rights for
                       additional  aircraft (Option Aircraft and Purchase Right
                       Aircraft as later  defined)  and related  data,
                       documents, and services under this Agreement (as later
                       defined), and Bombardier  desires to arrange the sale of
                       such Aircraft, data, documents and services to Northwest,

NOW THEREFORE, in consideration of the mutual covenants herein contained,
Northwest and Bombardier agree as follows:

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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ARTICLE 1  -  INTERPRETATION

1.1   The recitals above have been inserted for convenience only and do not form
      part of this Agreement.

1.2   The headings in this Agreement are included for convenience only and shall
      not be used in the construction and interpretation of this Agreement.

1.3   In this Agreement, unless otherwise expressly provided, the singular
      includes the plural and vice-versa.

1.4   In this Agreement the following expressions shall, unless otherwise
      expressly provided, mean:

      (a)   "Acceptance Period" shall have the meaning attributed to it in
            Article 9.3;

      (b)   "Acceptance Date" shall have the meaning attributed to it in Article
            9.7(a);

      (c)   "Agreement" means this Agreement, including its Exhibits, Schedules
            and Letter Agreements, if any, attached hereto (each of which is
            incorporated in this Agreement by this reference), as they may be
            amended pursuant to the provisions of this Agreement;

      (d)   "Aircraft" shall have the meaning attributed to it in Article 2.1.
            "Aircraft" shall also include Option Aircraft (including Purchase
            Right Aircraft which become Option Aircraft) once the option rights
            have been exercised by Northwest;

      (e)   "Aircraft Base Price" shall have the meaning attributed to it in
            Article 4.1;

      (ee)  "Aircraft Net Price" shall have the meaning attributed to it in
            Article 3 of Schedule I;

      (f)   "Aircraft Purchase Price" shall have the meaning attributed to it in
            Article 4.2;

      (g)   "Bill of Sale" shall have the meaning attributed to it in Article
            9.7(c);

      (h)   "BFE" shall have the meaning attributed to it in Article 11.1;

      (i)   "Northwest Selected Optional Features" shall have the meaning
            attributed to it in Article 2.1;

      (j)   "Option Aircraft" shall have the meaning attributed to it in Article
            2.2;

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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      (k)   "Delivery Date" shall have the meaning attributed to it in Article
            9.7(c);

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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      (l)   "Economic Adjustment Formula" shall have the meaning attributed to
            it in Article 4.2;

      (m)   "Excusable Delay" shall have the meaning attributed to it in Article
            13.1;

      (n)   "FAA" shall have the meaning attributed to it in Article 8.1;

      (o)   "Non-Excusable Delay" shall have the meaning attributed to it in
            Article 14.1;

      (p)   "Notice" shall have the meaning attributed to it in Article 17.1;

      (q)   "Purchase Right Aircraft" shall have the meaning attributed to it in
            Article 2.3;

      (r)   "Other Patents" shall have the meaning attributed to it in Article
            18.1;

      (s)   "Permitted Change" shall have the meaning attributed to it in
            Article 11.2;

      (t)   "Readiness Date" shall have the meaning attributed to it in Article
            9.1;

      (u)   "Regulatory Change" shall have the meaning attributed to it in
            Article 8.4;

      (v)   "Scheduled Delivery Dates" shall have the meaning attributed to it
            in Article 6;

      (w)   "Specification" shall have the meaning attributed to it in Article
            2.1;

      (x)   "Taxes" shall have the meaning attributed to it in Article 4.3;

      (y)   "TC" shall have the meaning attributed to it in Article 8.1; and

      (z)   "CRJ-440" shall have the meaning attributed to it in Article 2.1.


1.5   All dollar amounts in this Agreement are in United States Dollars.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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ARTICLE 2  -  SUBJECT MATTER OF SALE

2.1   Subject to the provisions of this Agreement, Bombardier will sell and
      Northwest will purchase seventy-five (75) Canadair Regional Jet aircraft
      model CL-600-2B19 manufactured pursuant to specification no. RAD 601R-206
      ("CRJ-440") dated March 2001 as that specification may be modified from
      time to time in accordance with this Agreement (the "Specification") as
      supplemented to reflect the incorporation of the Northwest selected
      optional features ("Northwest Selected Optional Features") listed in
      Attachment A to Article 1 of Schedule I hereto (individually an "Aircraft"
      and collectively the "Aircraft").

2.2   Subject to the provisions of this Agreement, Northwest may purchase [*]
      additional Aircraft (the "Option Aircraft") in accordance with the terms
      set forth in Letter Agreement No. 03 attached hereto.

2.3   Subject to the provisions of this Agreement, Northwest may purchase a
      further [*] additional Aircraft (the "Purchase Right Aircraft") in
      accordance with the terms set forth in Letter Agreement No. 04 attached
      hereto.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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ARTICLE 3  -  PRODUCT SUPPORT

3.1   Bombardier shall provide to Northwest the product support for the Aircraft
      including, on-site support, technical publications and spares
      provisioning, pursuant to the provisions of Schedule III - Annex A
      attached hereto.

3.2   Bombardier shall provide to Northwest the warranty and the service life
      policy described in Schedule III - Annex B attached hereto which shall be
      the exclusive warranty applicable to the Aircraft.

3.3   Unless expressly stated otherwise, the services referred to in 3.1 and 3.2
      above are incidental to the sale of the Aircraft and are provided at no
      additional charge to Northwest.

3.4   Bombardier shall provide to Northwest the [*] as set forth in Letter
      Agreement No. 02 hereto.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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ARTICLE 4  -  PRICE

4.1   The Aircraft base price shall be the base price for the Aircraft as stated
      in Article 1.1 of Schedule I attached hereto plus the base price of the
      Northwest Selected Optional Features listed in Attachment A to Schedule I
      attached hereto as such base price is quoted in Article 1.2 of Schedule I
      ("Aircraft Base Price"). Any changes to the Northwest Selected Optional
      Features will be governed by Article 11.

4.2   The price of each Aircraft shall be the Aircraft Base Price adjusted for
      agreed changes made pursuant to Article 11 and any Regulatory Changes
      pursuant to Articles 8.4 and 8.5, and further adjusted to the Delivery
      Date (subject to Articles 13.6 and 14.4) to reflect economic fluctuations
      during the period from July 1, 1998 to the Delivery Date of each Aircraft
      ("Aircraft Purchase Price"). Such adjustments for economic fluctuations
      shall be based on the economic adjustment formula attached set forth in
      Article 4 of Schedule I attached hereto ("Economic Adjustment Formula")
      but when adjusted, the Aircraft Purchase Price shall in no case be lower
      than the Aircraft Base Price, as stipulated in Article 4.1 above.

4.3   The Aircraft Purchase Price does not include any taxes, fees or duties
      including, but not limited to, sales, use, value added (including the
      Canadian Goods and Services Tax), personal property, gross receipts,
      franchise, excise taxes, assessments or duties ("Taxes") which are or may
      be imposed by law upon Bombardier, any affiliate of Bombardier, Northwest
      or the Aircraft whether or not there is an obligation for Bombardier to
      collect same from Northwest, by any taxing authority or jurisdiction
      occasioned by, relating to or as a result of the execution of this
      Agreement or the sale, lease, delivery, storage, use or other consumption
      of any Aircraft, BFE or any other matter, good or service provided under
      or in connection with this Agreement.

4.4   Northwest shall pay all Taxes [*] , should any taxing authority seek to
      collect from Bombardier any Taxes for which Northwest is liable hereunder,
      Bombardier shall promptly notify Northwest of any such Taxes (including
      interest and penalties) and Northwest shall promptly, but no later than
      fifteen (15) working days after receiving such notice, pay such Taxes
      directly to the taxing authority, or reimburse Bombardier for said Taxes,
      including interest and penalties, but in no event shall any such payment
      be required to be made by Northwest more than five (5) days prior to the
      date such Taxes are due.

4.5   [*]

4.6   [*]

4.7   If Northwest pays any Taxes in accordance with Article 4.4, Bombardier
      shall promptly refund to Northwest any credit, refund, reimbursement or
      like payments that

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        9
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      it actually receives from any governmental authority or agency in
      connection with such Taxes. Bombardier shall, at Northwest's request and
      expense, use reasonable efforts to pursue the recovery of any such credit,
      refund, reimbursement, or like payments and shall ensure that Northwest is
      kept promptly and regularly informed about the progress of such recovery
      action. Northwest and Bombardier agree to cooperate in pursuing any
      credit, refund, reimbursement or like payments and such cooperation may
      include Bombardier paying such Taxes (to be simultaneously reimbursed by
      Northwest) as a condition of pursuing the recovery of such credit, refund,
      reimbursement or like payments.

4.8   The parties agree to execute and deliver to each other any documents and
      certificates that they deem necessary or desirable in connection with any
      exemption from or reduction of or the contestation of or the defense
      against any imposition of Taxes.

4.9   Bombardier shall promptly, upon receipt from any taxing authority of any
      levy, notice, assessment, or withholding of any tax, duty or charge for
      which Northwest may be obligated, notify Northwest in writing. If, under
      the applicable law of the taxing jurisdiction, Northwest is allowed
      directly to contest any Taxes payable in its own name, then Northwest
      shall be entitled, at its own expense and in its own name, to contest the
      imposition, validity, applicability or amount of such Taxes and, to the
      extent permitted by laws, withhold payment of such Taxes during pendency
      of such contest. If Northwest is not permitted by law to contest such
      Taxes in its own name, upon Northwest's request, Bombardier shall in good
      faith, at Northwest's expense, contest the imposition, validity,
      applicability or amount of such Taxes. In such case, Bombardier shall (a)
      supply Northwest with such information and documents requested by
      Northwest as are necessary or advisable for Northwest to control or
      participate in any proceeding to the extent permitted herein, and (b) make
      reasonable efforts to assist Northwest with evidentiary and procedural
      development of such contest or protest, provided Northwest shall at all
      times indemnify and hold Bombardier harmless from the imposition of any
      Taxes for which Northwest is liable hereunder or for any and all costs and
      expenses related to any contest of the imposition, validity, applicability
      or amount of such Taxes.

4.10  Northwest hereby covenants that it shall export the Aircraft immediately
      following delivery and that there will be no consumption, use or supply of
      the Aircraft in Canada prior to export. [*]

4.11  [*]

4.12  [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       11
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ARTICLE 5  -  PAYMENT

5.1   Northwest shall make payment or cause payment to be made for the Aircraft
      in accordance with the payment schedule set forth in Article 5 of Schedule
      I.

5.2   Subject to the provisions of Letter Agreement No. 1 and Article 9.9
      hereof, should Northwest fail to make any of the payments set forth in
      Article 5 of Schedule I with respect to the Aircraft [*] on or before the
      stipulated dates [*], Northwest shall be in default of this Agreement and
      this Agreement shall automatically terminate and Bombardier shall have no
      further obligation to Northwest under this Agreement, including the
      obligation to proceed further with the manufacture of the Aircraft on
      behalf of Northwest or the sale and/or delivery of the Aircraft to
      Northwest. Notwithstanding the preceding sentence Bombardier shall have
      the option (but not the obligation) of waiving such termination should
      Northwest make arrangements satisfactory to Bombardier for such payment
      and all future payments within ten (10) calendar days of Northwest's
      default.

5.3   Northwest shall pay Bombardier daily interest on late payments, including
      any late payments on any [*], from the date that any payment becomes due
      up to and including the day prior to receipt of payment, at a rate of [*]
      per annum over the prime rate charged by Chase Manhattan Bank from time to
      time. Bombardier's right to receive such interest is in addition to any
      other right or remedy Bombardier has at law as a result of Northwest's
      failure to make payments when due.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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5.4   Northwest shall make all payments due under this Agreement in immediately
      available funds by deposit on or before the due date to Bombardier's
      account in the following manner:

                                TRANSFER TO: [*]


 PLEASE REFERENCE: INVOICE # AND/OR AIRCRAFT SERIAL # AND AGREEMENT NO. PA-0498

5.5   All other amounts due with respect to each Aircraft shall be paid on or
      prior to the Delivery Date of the respective Aircraft.

5.6   All payments provided for under this Agreement shall be made so as to be
      received in immediately available funds on or before the dates stipulated
      herein.

5.7   Bombardier shall remain the exclusive owner of the Aircraft, free and
      clear of all rights, liens, charges or encumbrances created by or through
      Northwest, until such time as all payments referred to in this Article 5
      have been made.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       13
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ARTICLE 6  -  DELIVERY PROGRAM

6.1   The Aircraft shall be offered for inspection and acceptance to Northwest
      at Bombardier's facility in Montreal, Quebec during the months or quarters
      proposed in Schedule II attached hereto (the "Scheduled Delivery Dates").

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       14
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ARTICLE 7  -  NORTHWEST INFORMATION

7.1   During the manufacture of the Aircraft, Northwest shall provide to
      Bombardier on or before the date required by Bombardier, all information
      as Bombardier may reasonably request to manufacture the Aircraft
      including, without limitation, the selection of furnishings and internal
      and external colour schemes.

      Nine (9) months prior to delivery of the first Aircraft, Northwest will:

      (a)   provide Bombardier with an external paint scheme agreed on by the
            parties;

      (b)   select interior colours; and

      (c)   provide to Bombardier, on drawings which will be forwarded to
            Northwest, language translations for interior and exterior Aircraft
            labels.

      In addition, six (6) months prior to delivery of each Aircraft, Northwest
      will provide to Bombardier the following information:


      (d)   the Mode S Transponder Octal Code, as applicable;

      (e)   the SELCAL Code, as applicable; and

      (f)   the GPWS Audio Call-out (Mode 6) Code, as applicable.

      In addition, Northwest will provide to Bombardier the Aircraft
      registration number within ten (10) days of Bombardier providing the
      serial number of the Aircraft to Northwest.

      Failure of Northwest to comply with these requirements may result in an
      increase in price, a delay in delivery of the Aircraft, or both. If any
      such information is revised by Northwest after the due date stated above,
      the terms and conditions of Article 11.1 shall be applicable.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       15
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7.2   As soon as practicable following execution of this Agreement but in any
      event no later than the date which is twelve (12) months prior to delivery
      of the first Aircraft, Northwest shall notify Bombardier in writing of the
      BFE (if any) that Northwest wishes to have incorporated into each
      Aircraft. Northwest shall also provide details of:

         (a)  weights and dimensions of the BFE;

         (b)  test equipment or special tools required to incorporate the BFE;
              and

         (c)  any other information Bombardier may reasonably require.

      Within one hundred and twenty (120) calendar days thereafter, Bombardier
      shall advise Northwest of its acceptance or rejection of the BFE and of
      the dates by which each item of BFE is required by Bombardier. If required
      the parties hereto shall execute a Change Order in accordance with Article
      11.1 to cover those BFE accepted by Bombardier.

7.3   The BFE accepted by Bombardier pursuant to this Article shall be
      incorporated in the manufacturing process of the Aircraft subject to the
      following conditions:

         (a)  Title to the BFE shall remain at all times with Northwest and risk
              of loss of the BFE shall remain at all times with Northwest.
              Bombardier shall have such responsibilities for the BFE as is
              applicable by law to a bailee for hire;

         (b)  The BFE must be received Carriage Paid To (Incoterms 1990)
              Bombardier's plant or other destination as may be mutually
              agreeable, no later than the date notified pursuant to Article
              7.2, free and clear of any taxes, duties, licenses, charges, liens
              or other similar claims;

         (c)  The BFE shall meet:

              1) the reasonable and generally applicable standards of quality of
                 Bombardier, and

              2) the requirements of the applicable airworthiness certification
                 agency;

         (d)  The BFE shall be delivered to Bombardier in good condition and
              ready for immediate incorporation into the Aircraft. Bombardier
              shall, upon receipt, inspect the BFE as to quantity and apparent
              defects and inform Northwest of any discrepancies and the required
              corrective actions to be taken; and

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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         (e)  Bombardier shall only be responsible for the fitment and testing
              of the BFE in the Aircraft using reasonable care and good
              manufacturing practices, in accordance with Northwest's written
              detailed description of the dimensions and weight of such BFE.
              Northwest shall also furnish information necessary for its proper
              storage, fitment, servicing, maintenance and operation and
              availability of test equipment or special tools.

7.4   If at any time between receipt of the BFE by Bombardier and [*] prior to
      the Delivery Date, it is determined by Bombardier that an item of BFE
      supplied does not meet the standards and requirements described above or
      its fitment, integration and testing in the Aircraft or Aircraft systems
      create delays in the manufacturing or certification process, then such BFE
      may be removed and replaced by other BFE or by Bombardier's equipment. Any
      costs associated with the removal, refitment, replacement, testing,
      certification and/or delays in the Delivery Date of the Aircraft shall be
      borne by Northwest. Bombardier will cooperate with Northwest in finding an
      alternate solution in the event that any BFE is found by Bombardier not to
      be acceptable however, any delays in delivery resulting from the shipment
      to Bombardier of unacceptable BFE will be deemed to be an Excusable Delay
      as defined in Article 13 hereof.

7.5   In the event that the delivery of an Aircraft is delayed due to any delay
      caused by Northwest's failure to:

         (a)  deliver or have BFE meeting the requirements of Article 7.3 (c),
              (d) and (e) delivered by the date required;

         (b)  furnish or obtain applicable BFE data;

         (c)  furnish or obtain any approvals in compliance with the provisions
              of this Article; or

         (d)  comply with the conditions of this Article.

      Bombardier agrees to discuss with Northwest the steps to be taken to
      minimize, cure, eliminate or work around the delay, but any delay incurred
      shall be the responsibility of Northwest and Northwest shall pay to
      Bombardier any costs and expenses reasonably incurred by Bombardier due to
      such delay.

7.6   Should there be a delay in delivery caused either by a failure of
      Northwest described in Article 7.5, or by an event to which reference is
      made in Article 13.1 in connection with the BFE, and if such delay cannot
      reasonably be minimized, cured, eliminated or worked around by agreement
      of the parties, Northwest agrees that Bombardier may

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       17
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      deliver the Aircraft without installing the unapproved, delayed or
      nonconforming BFE, and Northwest agrees to take delivery of and pay for
      the Aircraft.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       18
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7.7   [*]


7.8   [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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ARTICLE 8  -  CERTIFICATION FOR EXPORT

8.1   Bombardier will obtain, prior to the Delivery Date of the first Aircraft,
      from Transport Canada ("TC"), a TC Type Approval (Transport Category) and
      from the Federal Aviation Administration of the United States ("FAA") an
      FAA Type Certificate for the type of aircraft purchased under this
      Agreement.

8.2   Each Aircraft will be delivered to Northwest with a TC Certificate of
      Airworthiness (Transport Category) for export and in a condition enabling
      Northwest (or a person eligible to obtain such certificate under then
      applicable law) to obtain at the time of delivery a Standard Airworthiness
      Certificate issued pursuant to Part 25 of the U.S. Federal Aviation
      Regulations.

8.3   Bombardier shall not be obligated to obtain any other certificates or
      approvals as part of this Agreement. The obtaining of any import license
      or authority required to import or operate the Aircraft into any country
      outside of Canada shall be the responsibility of Northwest. [*]


8.4   If any addition or change to, or modification or testing of any Aircraft
      is required by any law or governmental regulation or requirement or
      interpretation thereof by any governmental agency having jurisdiction in
      order to meet the requirements of Article 8.1 or 8.2 (a "Regulatory
      Change"), such Regulatory Change shall be made to such Aircraft prior to
      its Delivery Date, or if the parties acting reasonably agree, after the
      Delivery Date.

8.5   The Regulatory Change shall be made without additional charge to Northwest
      unless such Regulatory Change is required by any governmental law or
      regulations or interpretation thereof promulgated by TC or the FAA which
      is effective subsequent to the date of this Agreement but before the
      Delivery Date and which is applicable to all aircraft in general or to all
      aircraft of the same category as the Aircraft, in which case Northwest
      shall pay Bombardier's reasonable charges for such Regulatory Change
      incorporated in any such Aircraft.

8.6   If delivery of an Aircraft is delayed by the incorporation of any
      Regulatory Change, such delay shall be an Excusable Delay within the
      meaning of Article 13 and the Scheduled Delivery Date for such Aircraft
      shall be postponed to the extent of such delay.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       20
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8.7   Bombardier shall issue a Change Order reflecting any Regulatory Change
      required to be made under this Article 8, which shall set forth in detail
      the particular changes to be made and the effect, if any, of such changes
      on design, performance, weight, balance, time of delivery, Base Price and
      Aircraft Purchase Price. Any Change Orders issued pursuant to this Article
      shall be effective and binding upon the date of Bombardier's transmittal
      of such Change Order.

8.8   If the use of any of the certificates identified in this Article 8 are
      discontinued during the performance of this Agreement, reference to such
      discontinued certificate shall be deemed a reference to any other
      certificate or instrument which corresponds to such certificate.

8.9   Reference to a regulatory authority shall include any succeeding
      department or agency then responsible for the duties of said regulatory
      authority.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       21
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ARTICLE 9  -  ACCEPTANCE PROCEDURE

9.1   Bombardier shall give Northwest at least [*] advance notice, by facsimile
      or other expeditious means, of the projected week of readiness of each
      Aircraft for inspection and delivery. Bombardier shall give Northwest [*]
      advance notice by facsimile or other expeditious means, of any changes to
      the original projected week of readiness. Bombardier shall give Northwest
      thirty (30) days advance notice, by facsimile or other expeditious means,
      of the projected date of readiness of each Aircraft for inspection and
      delivery. It is understood by the parties that the above projected weeks
      and date of readiness will be provided to Northwest by Bombardier for
      Northwest's planning purposes only and are subject to change without
      penalty or damages payable by Bombardier. [*] Notwithstanding the
      foregoing, Bombardier's commitment with respect to delivery dates shall be
      the Scheduled Delivery Dates as detailed in Schedule II attached hereto.

      Bombardier shall give Northwest at least ten (10) working days advance
      notice, by facsimile or other expeditious means, of the date on which each
      of the Aircraft will be ready for Northwest's inspection, flight test and
      acceptance (the "Readiness Date").

9.2   Within two (2) working days following receipt by Northwest of the notice
      of Readiness Date Northwest shall:

      (a)  identify to Bombardier the names of Northwest's representatives who
           will participate in the inspection, flight test and acceptance; and

      (b)  provide evidence of the authority of the designated persons to
           execute the Certificate of Acceptance and other delivery documents on
           behalf of Northwest.

9.3   Northwest shall have three (3) consecutive working days commencing on the
      Readiness Date in which to complete the inspection and flight test (such
      three (3) working day period being the "Acceptance Period").

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       22
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9.4   Up to four (4) representatives of Northwest may participate in Northwest's
      ground inspection of each Aircraft and two (2) representatives of
      Northwest may participate in the flight test. Bombardier shall, if
      requested by Northwest, perform an acceptance flight for such period(s) as
      may be reasonably required to demonstrate to Northwest the functioning of
      the Aircraft and its equipment in accordance with this Agreement. For the
      avoidance of doubt, it is agreed that unless agreed by the parties
      otherwise, such acceptance flight shall not be less than one and one-half
      (1 1/2) hours and not more than three (3) hours. Ground inspection and
      flight test shall be conducted in accordance with Bombardier's acceptance
      procedures to be agreed with Northwest and at Bombardier's expense. At all
      times during ground inspection and flight test, Bombardier shall retain
      control over each Aircraft.

9.5   If no Aircraft defect or discrepancy, except for immaterial defects or
      discrepancies, is revealed during the ground inspection or flight test,
      Northwest shall accept such Aircraft on or before the last day of the
      Acceptance Period in accordance with the provisions of Article 9.7.

9.6   If any defect or discrepancy in any Aircraft is revealed by Northwest's
      ground inspection or flight test, the defect or discrepancy will promptly
      be corrected by Bombardier, at no cost to Northwest, which correction
      shall occur [*]. To the extent necessary to verify such correction,
      Bombardier shall perform one (1) or more further acceptance flights.

9.7   Upon completion of the ground inspection and acceptance flight of each
      Aircraft and correction of any defects or discrepancies:

      (a)  Northwest will sign a Certificate of Acceptance and Certificate of
           Receipt and, if required by law or to minimize or eliminate any taxes
           payable, a Quebec Tax Certificate (in the form of Exhibits I, IIIA
           and IIIB respectively hereto) for such Aircraft. Execution of the
           Certificate of Acceptance by or on behalf of Northwest shall be
           evidence of Northwest having examined such Aircraft and found it in
           accordance with the provisions of this Agreement. The date of
           signature of the Certificate of Acceptance shall be the "Acceptance
           Date";

      (b)  Bombardier will supply a TC Certificate of Airworthiness for Export;
           and

      (c)  Northwest shall pay Bombardier the balance of the Aircraft Purchase
           Price and any other amounts due, at which time Bombardier shall issue
           a bill of sale (in the form of Exhibit II hereto) passing to
           Northwest good title to such Aircraft free and clear of all liens,
           claims, charges and encumbrances except for those liens, charges or
           encumbrances created by or claimed through Northwest (the "Bill of
           Sale"). The date on which Bombardier delivers the Bill of Sale and
           Northwest takes delivery of the Aircraft shall be the "Delivery
           Date".

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       23
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      Delivery of each Aircraft shall be evidenced by the execution and delivery
      of the Bill of Sale and of the Certificate of Receipt of Aircraft (in the
      form of Exhibits II and IIIA respectively, attached hereto).

9.8   Provided that Bombardier has met all of its obligations under this Article
      9, should Northwest not accept, pay for and take delivery of any of the
      Aircraft within ten (10) calendar days after the end of the Acceptance
      Period for such Aircraft, Northwest shall be deemed to be in default of
      the terms of this Agreement.

9.9   In the event of a deemed default by Northwest pursuant to Article 9.8
      above, Northwest shall promptly, upon demand, reimburse Bombardier for all
      costs and expenses [*]. Provided that Bombardier has met all of its
      obligations under this Article 9, should Northwest not accept, pay for
      and/or take delivery of any Aircraft within [*] calendar days following
      the end of the Acceptance Period for such Aircraft, this Agreement shall
      automatically terminate. Bombardier shall however, have the option (but
      not the obligation) of waiving such termination should Northwest, within
      ten (10) calendar days following such termination, make arrangements
      satisfactory to Bombardier to accept delivery and provide payment for all
      amounts owing or to become due pursuant to this Agreement.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       24
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ARTICLE 10  -  TITLE AND RISK

10.1  Title to the Aircraft and risk of loss of or damage to the Aircraft passes
      to Northwest when Bombardier presents the executed Bill of Sale to
      Northwest and Northwest presents the executed Certificate of Acceptance,
      Certificate of Receipt and Quebec Tax Certificate (the latter, only if
      required) to Bombardier on the Delivery Date.

10.2  If, after transfer of title on the Delivery Date, an Aircraft remains in
      or is returned to the care, custody or control of Bombardier, Northwest
      shall retain risk of loss of, or damage to the Aircraft and for itself and
      on behalf of its insurer(s) hereby waives and renounces to, and releases
      Bombardier and any of Bombardier's affiliates from any claim, whether
      direct, indirect or by way of subrogation, for damages to or loss of the
      Aircraft arising out of, or related to, or by reason of such care, custody
      or control.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       25
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ARTICLE 11  -  CHANGES

11.1  Other than a Permitted Change as described in Article 11.2, or a
      Regulatory Change as described in Article 8.4, any change to this
      Agreement (including without limitation the Specification) or any features
      or Buyer Furnished Equipment ("BFE"), if any, changing the Aircraft from
      that described in the Specification attached hereto, requested by
      Northwest, and as may be mutually agreed upon by the parties hereto, shall
      be made using a change order ("Change Order") substantially in the format
      of Exhibit IV hereto. Should Northwest request a change, Bombardier shall
      advise Northwest of the availability of said change and, to the extent
      reasonably practical, of the effect, if any, of such change request on:

      (a)  the Scheduled Delivery Date;

      (b)  the price and payment terms applicable to the Change Order; and

      (c)  any other material provisions of this Agreement which will be
           affected by the Change Order.

      Such Change Order shall become effective and binding on the parties hereto
      when signed by a duly authorized representative of each party.

11.2  Bombardier,  prior to the  Delivery  Date and  without  a Change  Order or
      Northwest's consent, may:

      (a)  substitute the kind, type or source of any material, part, accessory
           or equipment with any other material, part, accessory or equipment of
           like, equivalent or better kind or type; or

      (b)  make such change or modification to the Specification as it deems
           appropriate to:

           1)  improve the Aircraft, its maintainability or appearance, or
           2)  to prevent delays in manufacture or delivery, or
           3)  to meet the requirements of Article 8, other than for a
               Regulatory Change to which the provisions of Articles 8.4 and 8.5
               shall apply,

      provided that such substitution, change or modification shall not increase
      the Aircraft Purchase Price or delay delivery of the relevant Aircraft or
      adversely affect the operational or performance characteristics of the
      relevant Aircraft other than in an immaterial way or the
      interchangeability or replaceability of [*] spare parts. Any change made
      in accordance with the provisions of this Article 11.2 shall be deemed to
      be a "Permitted Change" and the cost thereof shall be borne by Bombardier.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       26
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ARTICLE 12  -  NORTHWEST'S REPRESENTATIVES AT MANUFACTURE SITE

12.1  From time to time, commencing with the date of this Agreement and ending
      with the Delivery Date of the last Aircraft purchased hereunder,
      Bombardier shall furnish, without charge, office space at Bombardier's
      facility for up to [*] representative of Northwest. Northwest shall be
      responsible for all expenses of its representative and shall notify
      Bombardier at least thirty (30) calendar days prior to the first scheduled
      visit of such representative and three (3) days for each subsequent visit.

12.2  The facilities of Bombardier and its affiliates shall be accessible to
      Northwest's representative during normal working hours. Northwest's
      representative shall have the right to observe the work at such facilities
      where the work is being carried out provided there shall be no disruption
      in the performance of such work.

12.3  Bombardier shall advise Northwest's representative of Bombardier's or
      Bombardier's affiliates' rules and regulations generally applicable at the
      facilities being visited and Northwest's representative shall conform to
      such rules and regulations.

12.4  At any time prior to delivery of an Aircraft, Northwest's representative
      may request, in writing, correction of parts or materials which he
      reasonably believes are not in accordance with the Specification.
      Bombardier shall provide a written response to any such request.
      Communication between Northwest's representative and Bombardier shall be
      solely through Bombardier's Contracts Department or its designate.

12.5  NORTHWEST HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD
      HARMLESS BOMBARDIER, ITS ASSIGNEES AND AFFILIATES AND THEIR OFFICERS,
      DIRECTORS, AGENTS, EMPLOYEES AND CONTRACTORS FROM AND AGAINST ALL
      LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES RESULTING FROM LOSS OF OR
      DAMAGE TO NORTHWEST PROPERTY OR INJURIES TO OR DEATH OF NORTHWEST'S
      REPRESENTATIVES WHILE AT BOMBARDIER OR BOMBARDIER'S AFFILIATES' OR
      SUBCONTRACTOR'S FACILITIES AND/OR DURING INSPECTION, FLIGHT TEST OR
      ACCEPTANCE OF THE AIRCRAFT, WHETHER OR NOT CAUSED BY THE ACTIVE, PASSIVE
      OR IMPUTED NEGLIGENCE OF BOMBARDIER, ITS ASSIGNEES, AFFILIATES OR THEIR
      OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTRACTORS, [*].

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       27
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ARTICLE 13 - EXCUSABLE DELAY

13.1  In the event of a delay on the part of Bombardier in the performance of
      its obligations or responsibilities under the provisions of this Agreement
      due to B [*] (an "Excusable Delay"), Bombardier shall not be liable for,
      nor be deemed to be in default under this Agreement on account of such
      delay in delivery of the Aircraft or other performance hereunder and,
      subject to Article 13.2 below, the time fixed or required for the
      performance of any obligation or responsibility in this Agreement shall be
      extended for a period equal to the period during which any such Excusable
      Delay persists. Excusable Delay shall be deemed to include, without
      limitation, delays occasioned by the following causes:

      (a)  acts of God;
      (b)  war, warlike operations, act of the enemy, armed aggression, civil
           commotion, insurrection, riot or embargo;
      (c)  fire, explosion, earthquake,lightning, flood, drought, windstorm or
           other action of the elements or other catastrophic or serious
           accidents;
      (d)  epidemic or quarantine restrictions;
      (e)  any legislation, act, order, directive or regulation of any
           governmental or other duly constituted authority;
      (f)  strikes, lock-out, walk-out and/or other labour troubles causing
           cessation, slow-down or interruption of work;
      (g)  [*], inability to procure or delay in delivery of supplies,
           materials, accessories,equipment, tools or parts;
      (h)  [*], delay or failure of transportation; or
      (i)  [*], delay in obtaining any airworthiness approval or certificate for
           a previously uncertificated Aircraft part, component or computer
           software.

13.2  (a)  In respect of any Aircraft, Bombardier may conclude, based on a
           reasonable and good faith appraisal of the facts and normal
           scheduling procedures, that one or more Excusable Delays will delay
           delivery of such Aircraft for more than [*] months after the
           originally Scheduled Delivery Date or any revised date agreed to in
           writing by the parties or prevent delivery of such Aircraft. In such
           case, Bombardier shall promptly notify Northwest in writing of such
           delay and its related changes to the Scheduled Delivery Date(s) or of
           such non delivery. Within thirty (30) days after receipt by Northwest
           of Bombardier's notice (or in the event any delay in delivery of an
           Aircraft pursuant to this Article 13.2 actually exceeds [*] months),
           Northwest may terminate this Agreement with respect to the delayed or
           non deliverable Aircraft by giving written notice to Bombardier.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       28
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      (b)  If, due to Excusable Delay, delivery of any Aircraft is delayed or
           prevented for more than twelve (12) months after its Scheduled
           Delivery Date, Bombardier may terminate this Agreement with respect
           to such Aircraft by giving written notice to Northwest within thirty
           (30) days after the expiration of such twelve (12) month period.

13.3  Termination under Article 13.2 shall discharge all obligations and
      liabilities of Northwest and Bombardier hereunder with respect to such
      delayed Aircraft and all related undelivered items and services, except
      that Bombardier shall promptly repay (on a pro rata basis if advance
      payments were made in accordance with Article 5.1 of Schedule I) to
      Northwest, and Bombardier's sole liability and responsibility with respect
      to such Aircraft shall be limited to the repayment to Northwest, of all
      advance payments for such terminated Aircraft received by Bombardier.

13.4  [*]

13.5  [*]. The termination rights set forth in Article 13.2 are in substitution
      for any and all other rights of termination or contract lapse arising by
      operation of law in connection with Excusable Delays.

13.6  [*]

13.7  In the event this Agreement is terminated with respect to any Aircraft
      pursuant to the provisions of this Article 13, at Northwest's election,
      Bombardier shall [*].

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       29
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ARTICLE 14  - NON-EXCUSABLE DELAY

14.1  If delivery of an Aircraft is delayed beyond the Scheduled Delivery Date
      by causes not excused under Article 13.1 (a "Non-Excusable Delay"),
      Bombardier shall pay Northwest, as liquidated damages and not as a penalty
      for the [*] day delay period referred to in Article 14.2 [*] for each day
      of Non-Excusable Delay in excess of a grace period of [*] days to a
      maximum of [*] for any such delayed Aircraft.

14.2  If Bombardier has not offered an Aircraft for inspection and acceptance
      before the end of the [*] period following the grace period of [*] days
      set forth in Article 14.1 above, Northwest may terminate this Agreement as
      to such Aircraft by giving notice to Bombardier. For further clarity, it
      is agreed that Northwest's right to terminate under this Article 14.2
      shall not exist before the end of such [*] day period. Northwest shall,
      effective upon such termination, be entitled to recover from Bombardier
      and Bombardier shall promptly repay to Northwest (on a pro rata basis if
      advance payments were made in accordance with Article 5.1 of Schedule I)
      all advance payments for such Aircraft plus daily simple interest thereon
      from the date of receipt to the date of repayment at the prime rate
      charged by the Chase Manhattan Bank from time to time, calculated and
      compounded monthly. [*]

14.3  [*]

14.4  [*]

14.5  [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       30
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ARTICLE 15  -  LOSS OR DAMAGE

15.1  In the event that prior to the Delivery Date of any Aircraft, such
      Aircraft is lost, destroyed or damaged beyond repair due to any cause,
      Bombardier shall promptly (and in any event, within ten (10) days after
      such occurrence), notify Northwest in writing. Such notice shall specify
      the earliest date reasonably possible consistent with Bombardier's other
      contractual commitments and production schedule, by which Bombardier
      reasonably and in good faith determines it would be able to deliver a
      replacement for the lost, destroyed or damaged Aircraft. This Agreement
      shall automatically terminate as to such Aircraft [*]. If Northwest gives
      such notice to Bombardier, the parties shall execute an amendment to this
      Agreement which shall set forth the revised Delivery Date for the
      replacement aircraft. Nothing herein shall obligate Bombardier to
      manufacture and deliver such replacement aircraft if it would require the
      reactivation or acceleration of its production line for the model of
      aircraft purchased hereunder. The terms and conditions of this Agreement
      (including, without limitation, the price and price adjustment provisions
      of Article 4 of this Agreement) applicable to the replaced Aircraft shall
      apply to the replacement aircraft.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       31
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ARTICLE 16  -  TERMINATION

16.1  This Agreement may be terminated, in whole or in part, with respect to any
      or all of the Aircraft before the Delivery Date by either party by notice
      of termination to the other party upon the occurrence of any of the
      following events:

      (a)  such other party makes an assignment for the benefit of creditors or
           admits in writing its inability to pay its debts or generally does
           not pay its debts as they become due; or

      (b)  a receiver or trustee is appointed for such other party or for
           substantially all of such party's assets and, if appointed without
           such party's consent, such appointment is not discharged or stayed
           within [*] calendar days thereafter; or

      (c)  proceedings or action under any law relating to bankruptcy,
           insolvency or the reorganization or relief of debtors are instituted
           by or against such other party, and, if contested by such party, are
           not dismissed or stayed within [*] calendar days thereafter; or

      (d)  any writ of attachment or execution or any similar process is issued
           or levied against such other party or any significant part of its
           property and is not released, stayed, bonded or vacated within [*]
           calendar days after its issue or levy.

16.2  In addition, this Agreement may be terminated, in whole or in part, before
      the Delivery Date with respect to any or all undelivered Aircraft

      (a)  as otherwise provided in this Agreement; or

      (b)  by Bombardier, if Northwest is in default or breach of any material
           term or condition of this Agreement and Northwest does not cure such
           default or breach within [*] calendar days after receipt of notice
           from Bombardier specifying such default or breach; or

      (c)  by Northwest,if Bombardier is in default or breach of any material
           term or condition of this Agreement other than delay in delivery or
           non-delivery pursuant to the terms of Articles 13, 14 or 15 in which
           case the termination provisions are set forth therein, and such
           default or breach remains uncured for a period of [*] calendar days
           following receipt of a notice from Northwest specifying the nature of
           default or breach.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       32
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16.3  In case of termination of this Agreement under Articles 5.2 or 9.9, or by
      Bombardier pursuant to Articles 16.1 or 16.2:

      (a)   all rights (including property rights), if any, which Northwest or
            its assignee may have or may have had in or to this Agreement or any
            or all of the undelivered Aircraft shall become null and void with
            immediate effect;

      (b)   Bombardier may sell, lease or otherwise dispose of such Aircraft to
            another party free of any claim by Northwest; and

      (c)   all amounts paid by Northwest with respect to the applicable
            undelivered Aircraft shall be retained by Bombardier and shall be
            applied against the costs, expenses, losses and damages incurred by
            Bombardier as a result of Northwest's default and/or the termination
            of this Agreement including, without limitation, [*]. Northwest
            hereby acknowledges and recognizes that Bombardier shall have all
            rights permitted by law to recover from Northwest such costs,
            expenses, losses and damages.

16.4  Subject to Article 14, in the event of termination of this Agreement by
      Northwest, Northwest's sole rights, remedies and recourses against
      Bombardier and Bombardier's obligations to Northwest shall be limited to
      only the return by Bombardier of those amounts paid by Northwest to
      Bombardier hereunder on account of the undelivered Aircraft [*].

16.5  Notwithstanding any other provision of this Agreement, in the event this
      Agreement is terminated, whether in whole or in part, the Bombardier's
      Warranty, Service Life Policy, Patent Indemnity obligations and guarantees
      pertaining to the Aircraft (the guarantees revised to reflect a reduced
      number of Aircraft, if applicable) and Northwest's payment obligations
      with regard to the Aircraft that have been previously delivered will
      continue in full force and effect in accordance with the terms of this
      Agreement.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       33
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ARTICLE 17  -  NOTICES

17.1  Any notice, request, approval, permission, consent or other communication
      ("Notice"), to be given or required under this Agreement shall be provided
      in writing, by registered mail, facsimile, courier or other electronic
      communication providing reasonable proof of transmission, except that no
      notice shall be sent by mail if disruption of postal service exists or is
      threatened either in the country of origin or of destination, by the party
      giving the Notice and shall be addressed as follows:

      (a)  Notices to Bombardier shall be addressed to:

           Bombardier Inc.
           Bombardier Aerospace, Regional Aircraft
           123 Garratt Boulevard
           Downsview, Ontario
           Canada
           M3K 1Y5
           Attention:  Director of Contracts, Americas with a copy to V.P.
           Legal, Bombardier Aerospace.

           Facsimile:

      (b)  Notices to Northwest shall be addressed to:

           Northwest Airlines, Inc.
           5101 Northwest Drive
           St. Paul, Minnesota
           55111-3034 USA

           Attention:  Vice President - Aircraft Transactions with a copy to
           General Counsel Northwest
           Airlines, Inc.

           Facsimile:

17.2  Notice given in accordance with Article 17.1 shall be deemed sufficiently
      given to and received by the addressees:

      (a)  if delivered by hand, on the day when the same shall have been so
           delivered; or

      (b)  if mailed or sent by courier on the day indicated on the
           corresponding acknowledgment of receipt; or

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       34
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      (c)  if sent by telex or facsimile on the day indicated by the
           acknowledgment or the answer back of the receiver in provable form.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       35
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ARTICLE 18  -  INDEMNITY AGAINST PATENT INFRINGEMENT

18.1  In the case of any actual or alleged infringement by the Aircraft (or by
      any system, accessory, equipment or part installed in such Aircraft at the
      time title to such Aircraft passes to Northwest) of any Canadian or United
      States patent or, subject to the conditions and exceptions set forth
      below, any patent issued under the laws of any other country in which
      Northwest from time to time may lawfully operate the Aircraft ("Other
      Patents"), Bombardier shall indemnify, defend, protect and hold harmless
      Northwest from and against all claims, suits, actions, liabilities,
      damages and costs (including actual costs with respect to any adverse
      affect on interchangeability or replaceability of Spare Parts and
      performance characteristics of the Aircraft) resulting from the
      infringement, excluding any indirect, incidental or consequential damages
      (which include without limitation loss of revenue or loss of profit) and
      Bombardier shall, at its option and expense:

      (a)  procure for Northwest the right under such patent to use such system,
           accessory, equipment or part; or

      (b)  replace such system, accessory, equipment or part with one of the
           similar nature and quality that is non-infringing; or

      (c)  modify such system, accessory, equipment or part to make same
           non-infringing in a manner such as to keep it otherwise in compliance
           with the requirements of this Agreement.

      Bombardier's obligation hereunder shall extend to Other Patents only if
      from the time of design of the Aircraft, system, accessory, equipment or
      part until the alleged infringement claims are resolved:

      (a)  such other country and the country in which the Aircraft is
           permanently registered have ratified and adhered to and are at the
           time of the actual or alleged infringement contracting parties to the
           Chicago Convention on International Civil Aviation of December 7,
           1944 and are fully entitled to all benefits of Article 27 thereof;
           and

      (b)  such other country and the country of registration shall each have
           been a party to the International Convention for the Protection of
           Industrial Property (Paris Convention) or have enacted patent laws
           which recognize and give adequate protection to inventions made by
           the nationals of other countries which have ratified, adhered to and
           are contracting parties to both of the forgoing conventions.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       36
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18.2  The foregoing indemnity does not apply to BFE, or to avionics, engines or
      any system, accessory, equipment or part that was not manufactured to
      Bombardier's detailed design or to any system, accessory, equipment or
      part manufactured by a third party to Bombardier's detailed design without
      Bombardier's authorization.

18.3  Bombardier shall control and conduct the defense and/or settlement of such
      suit or action either in the name of Bombardier or Northwest, or both.
      [*]. Northwest's remedy and Bombardier's obligation and liability under
      this Article are conditional upon (i) Northwest giving Bombardier written
      notice within ten (10) days after Northwest receives notice of a suit or
      action against Northwest alleging infringement or within twenty (20) days
      after Northwest receives any other written claim of infringement, (ii)
      Northwest using reasonable efforts in cooperation with Bombardier to
      reduce or mitigate any such expenses, damages, costs or royalties involved
      and, upon Bombardier's request and at Bombardier's expense, arranging for
      attendance of its representatives at hearings and trial and assisting in
      effecting settlements, obtaining the attendance of witnesses and in the
      conduct of the defense of such suits or actions, and (iii) Northwest
      furnishing promptly to Bombardier all data, papers and records in its
      possession or control relevant to the resistance of and defense against
      such claim or suit. Provided that Bombardier is in compliance with its
      obligations under this Article 18, Northwest's remedy and Bombardier's
      obligation and liability are further conditional upon Bombardier's prior
      approval of Northwest's payment or assumption of any liabilities,
      expenses, damages, royalties or costs for which Bombardier may be held
      liable or responsible (other than any such payment or assumption required
      by a final judgment of a court of competent jurisdiction).

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       37
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ARTICLE 19  -  LIMITATION OF LIABILITY AND INDEMNIFICATION

19.1  [*] BOMBARDIER SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN
      EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION,
      WARRANTY), IN TORT (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR
      GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR STRICT PRODUCTS LIABILITY OF
      BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR ANY CLAIM, CAUSE OF
      ACTION, OR MATTER OF ANY KIND ARISING UNDER, IN CONNECTION WITH OR
      PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN FOR
      LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL,
      CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE.

19.2  THE WARRANTIES, LIABILITIES AND OBLIGATIONS OF BOMBARDIER, AND THE
      REMEDIES OF NORTHWEST SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT
      LIMITATION, ALL SCHEDULES, LETTER AGREEMENTS OR OTHER DOCUMENTS ATTACHED
      THERETO) ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND NORTHWEST HEREBY
      WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, GUARANTEES,
      OBLIGATIONS, REPRESENTATIONS AND LIABILITIES OF, AND RIGHTS, CLAIMS,
      REMEDIES, DAMAGES, COSTS AND EXPENSES AGAINST BOMBARDIER OR ANY SUCCESSOR
      OR PERMITTED ASSIGNEE OF BOMBARDIER, EXPRESS OR IMPLIED, ARISING IN FACT,
      IN LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE, INCLUDING BUT NOT
      LIMITED TO (A) ANY IMPLIED WARRANTY OR CONDITIONS OF MERCHANTABILITY OR
      FITNESS, (B) ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF
      PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (C) ANY OBLIGATION,
      LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE
      NEGLIGENCE, ACTUAL OR IMPUTED, INTENTIONAL ACT, OR STRICT LIABILITY OF
      BOMARDIER OR ITS AFFILIATES AND (D) ANY OTHER OBLIGATION, LIABILITY,
      RIGHT, CLAIM OR REMEDY FOR NON-CONFORMANCE, INFRINGEMENT OR DEFECT OR
      FAILURE OF ANY KIND OR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR PART THEREOF,
      ANY BOMBARDIER PARTS, ANY POWER PLANT PARTS, ANY VENDOR PARTS, ANY SPARE
      PARTS, ANY BFE OR ANY TECHNICAL DATA, PRODUCT, DOCUMENT OR SERVICE
      PROVIDED UNDER THIS AGREEMENT.

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       38
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19.3  NORTHWEST HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD
      HARMLESS BOMBARDIER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND
      LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS,
      AND EACH OF THEM, FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES,
      LOSSES, COSTS AND EXPENSES FOR LOSS OF OR DAMAGE TO PROPERTY INCLUDING ANY
      AIRCRAFT, AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY AND ALL
      PERSONS (INCLUDING NORTHWEST'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
      BUT EXCLUDING BOMBARDIER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES),
      ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANY SERVICES
      PROVIDED UNDER, ARTICLE 1 AND 3 OF SCHEDULE III - ANNEX A [*].

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       39
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ARTICLE 20  -  ASSIGNMENT

20.1  Northwest may, at any time and from time to time before or after transfer
      of title of the Aircraft, assign, or transfer (in whole or in part) any of
      its rights and obligations hereunder in connection with a lease or
      sub-lease by Northwest of any Aircraft to any Permitted Assignee as more
      particularly described below; provided, however, that there is no material
      increase to the liability and/or responsibility of Bombardier and that
      Northwest shall remain jointly and severally liable with any Permitted
      Assignee to accept delivery of the Aircraft and to pay the Aircraft
      Purchase Price in accordance with the payment terms provided in this
      Agreement provided further that the [*] shall not be assignable by
      Northwest. In the event Bombardier reasonably concludes that any such
      assignment or transfer by Northwest would require a modification to the
      Performance Guarantees (Letter Agreement Nos. 13 and 14), the Airframe
      Direct Maintenance Cost Guarantee (Letter Agreement No. 10) and the
      Aircraft Heavy Maintenance Check Cost Guarantee (Letter Agreement No. 20),
      then appropriate adjustments shall be made to such guarantees or guarantee
      levels using the same methodologies and procedures as were used to
      determine the original guarantees or guarantee levels.

20.2  For the purposes of this Agreement, "Permitted Assignee" shall be defined
      as any of the following entities having their principal place of business
      and operation in Canada, Mexico, the Caribbean or the United States of
      America: Mesaba Aviation, Inc. and/or Express Airlines I, Inc., or any
      Northwest Airlink Carrier. "Northwest Airlink Carrier" shall mean any
      regional airline with whom Northwest may [*], the rights contained in the
      following documents shall not be assignable nor be disclosed by Northwest
      without Bombardier's prior written consent:

      -   Basic Aircraft Credit Memorandum (Letter Agreement No. 1)
      -   SIA Credit Memorandum (Letter Agreement No. 2);
      -   Dispatch Reliability(Letter Agreement No. 8);
      -   Schedule Completion Rate  (Letter Agreement No. 9)_;
      -   Airframe Direct Maintenance Cost Guarantee (Letter Agreement No. 10);
      -   [*]   (Letter Agreement No. 11);
      -   Additional Spare Parts Services (Letter Agreement No. 15)
      -   Reconciliation (Letter Agreement No. 16);
      -   [*]   (Letter Agreement No. 17)
      -   Vendor Matrix (Letter Agreement No. 18)
      -   Noise Guarantee (Letter Agreement No. 19)
      -   Aircraft Heavy Maintenance Check Cost Guarantee (Letter Agreement No.
          20)
      -   [*]   (Letter Agreement No. 22);
      -   Aircraft Heavy Maintenance Agreement (Letter Agreement No. 26)
      -   Performance Guarantee (Letter Agreement No. 13 - [*]);
      -   Performance Guarantee (Letter Agreement No. 14 - [*]);

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       40
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      -   Articles 2.4, 2.7, 2.8 and 4.4 of Annex A to Schedule III and Annex B
          to Schedule III of the Purchase Agreement, provided however that the
          then unexpired portion of Bombardier's standard Product Support
          Services and Warranty and Service Life Policy shall apply to such
          airline.

      [*]. Any assignment of rights by Northwest to a Permitted Assignee as
      permitted herein shall be terminated if the applicable Permitted Assignee
      ceases to be a Northwest Airlink Carrier.

20.3  Except as provided in Article 20.1 and Article 20.2, Northwest shall not
      assign, sell, transfer or dispose of (in whole or in part) any of its
      rights or obligations hereunder without Bombardier's prior written
      consent, [*]. In the event of such assignment, sale, transfer or
      disposition, Northwest shall remain jointly and severally liable with any
      assignee for the performance of all and any of Northwest's obligations
      under this Agreement and Bombardier reserves its rights as a condition of
      its consent to amend one or more of the terms and conditions of this
      Agreement.

20.4  Notwithstanding Article 20.3 above, Northwest may, after transfer of title
      of an Aircraft, assign and disclose to a third party purchaser only those
      rights under the Purchase Agreement which remain applicable after transfer
      of title of the Aircraft, provided, however, that there is no increase to
      the liability and/or responsibility of Bombardier and that said third
      party acknowledges in writing to be bound by the applicable terms and
      condition of this Agreement, including but not limited to the provisions
      and limitations in Indemnity Against Patent Infringement (Article 18),
      Limitation of Liability (Article 19), and any on going obligations of
      Northwest, which shall apply to it to the same extent as if such third
      party was Northwest hereunder and provided further that Schedule III of
      the Purchase Agreement and Letter Agreement No. 1 to Letter Agreement No.
      24 inclusively shall not be assignable by Northwest nor shall they be
      disclosed by Northwest to such assignee and shall automatically become
      null and void with respect to the assigned Aircraft. [*]

20.5  Bombardier may assign any of its rights to receive money hereunder without
      the prior consent of Northwest.

20.6  Notwithstanding the other provisions of this Article 20, Bombardier shall,
      at Northwest cost and expense, if so requested in writing by Northwest,
      take any action reasonably required for the purpose of causing any of the
      Aircraft to be subjected to: (i) after the Delivery Date, an equipment
      trust, conditional sale or lien, or (ii) another arrangement for the
      financing of the Aircraft by Northwest, providing, however, there shall be
      no increase to the liability and/or responsibility of Bombardier arising
      through such financing.

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       41
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20.7  Northwest further undertakes to cause any Permitted Assignee or third
      party to whom any rights or obligations hereunder are assigned to abide by
      the terms of Article 23.0.

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       42
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ARTICLE 21  -  SUCCESSORS

      This Agreement shall inure to the benefit of and be binding upon each of
      Bombardier and Northwest and their respective successors and permitted
      assignees.

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       43
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ARTICLE 22  -  APPLICABLE LAWS

22.1  THIS AGREEMENT SHALL BE SUBJECT TO AND CONSTRUED IN ACCORDANCE WITH AND
      THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
      NEW YORK, EXCLUDING THE CHOICE OF LAW RULES, AND THE PARTIES HAVE AGREED
      THAT THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
      INTERNATIONAL SALE OF GOODS IS HEREBY EXCLUDED.

[*]

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       44
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ARTICLE 23  -  CONFIDENTIAL NATURE OF AGREEMENT

23.1  This Agreement is confidential between the parties and shall not, without
      the prior written consent of the other party, be disclosed by either party
      in whole or in part to any other person or body except as may be necessary
      for either party to carry out its obligations under this Agreement.

23.2  Except as may be reasonably required for the normal operation,
      maintenance, overhaul and repair of the Aircraft, Northwest shall hold
      confidential all technical data and information supplied by or on behalf
      of Bombardier. Except in accordance with this Agreement, Northwest shall
      not reproduce any technical data or information or divulge the same to any
      third party without the prior written consent of Bombardier.

23.3  Either party may announce the signing of this Agreement by means of a
      notice to the press provided that the content and date of the notice has
      been agreed to by the other party.

23.4  In the event Northwest is required to file this Agreement as an exhibit to
      a registration statement under the Securities Act of 1933, as amended (the
      "Securities Act") or a periodic report under the Exchange Act of 1934, as
      amended (the "Exchange Act"), Northwest shall notify Bombardier, by
      written notice, at least forty-five (45) days prior to the date of such
      anticipated filing of such determination and the reasons therefor, and [*]
      work with Bombardier to prepare and file with the Securities and Exchange
      Commission (the "Commission") a request for confidential treatment
      pursuant to Rule 24b-2 under the Exchange Act or Rule 406 under the
      Securities Act, as the case may be, with respect to information in this
      Agreement.

      Subject to compliance with the foregoing, and notwithstanding the other
      provisions of this Article, portions of this Agreement may be filed as
      exhibits to such registration statement or periodic report to the extent
      required by the Commission and such filing shall not constitute a breach
      hereof by Northwest.

23.5  Either party (the "Disclosing Party") may disclose this Agreement in
      response to any summons or subpoena or in connection with any litigation
      provided that, if practicable and not in violation of any applicable law,
      rule, regulation or order, notice of such disclosure shall be given to the
      other party hereto, and (if applicable and not so in violation) in advance
      of such disclosure, and such other party shall be permitted to resist such
      disclosure by the appropriate legal proceedings, provided such resistance
      does not adversely affect the Disclosing Party.

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       45
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      The Disclosing Party may also disclose this Agreement if it is required to
      do so in order to comply with any law, rule, regulation or order
      (including, without limitation, applicable securities laws and
      regulations) applicable to such party, provided that, if practicable and
      not in violation of any such applicable law, rule, regulation or order,
      notice of such disclosure shall be given to the other party, and (if
      practicable and not so in violation) in advance of such disclosure, and
      such other party shall be permitted (if practicable and not so in
      violation) to resist or seek confidential treatment of such disclosure and
      the Disclosing Party shall use all reasonable efforts to cooperate with
      and assist the other party in resisting or seeking confidential treatment
      of such disclosure, including undertaking the appropriate proceedings or
      making the appropriate applications or requests (at the cost of the other
      party) for such purpose where such other party is not entitled to do so on
      its own behalf.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       46
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ARTICLE 24  -  AGREEMENT

24.1  This Agreement and the matters referred to herein constitute the entire
      Agreement between Bombardier and Northwest and supersede and cancel all
      prior representations, brochures, alleged warranties, statements,
      negotiations, undertakings, letters, memoranda of agreement, proposals,
      acceptances, agreements, understandings, contracts and communications,
      whether oral or written, between Bombardier and Northwest or their
      respective agents, with respect to or in connection with the subject
      matter of this Agreement and no agreement or understanding varying the
      terms and conditions hereof shall be binding on either Bombardier or
      Northwest hereto unless an amendment to this Agreement is issued and duly
      signed by their respective authorized representatives pursuant to the
      provisions of this Article hereof.

24.2  If any of the provisions of this Agreement are for any reason declared by
      judgment of a court of competent jurisdiction to be unenforceable or
      ineffective, those provisions shall be deemed severable from the other
      provisions of this Agreement and the remainder of this Agreement shall
      remain in full force and effect.

24.3  THE BENEFIT OF THE WAIVER, RELEASE, RENUNCIATION AND EXCLUSION OF
      LIABILITY IN THIS AGREEMENT EXTENDS ALSO TO THE DIVISIONS AND SUBSIDIARIES
      OF BOMBARDIER INC., AND OTHER AFFILIATES OF BOMBARDIER INC. WHICH
      BOMBARDIER INC. DIRECTLY OR INDIRECTLY CONTROLS (COLLECTIVELY THE
      "BOMBARDIER GROUP") AND TO THE OFFICERS, DIRECTORS, EMPLOYEES AND
      REPRESENTATIVES OF THE BOMBARDIER GROUP, ON WHOSE BEHALF AND FOR WHOSE
      BENEFIT BOMBARDIER IS, FOR PURPOSES OF THIS ARTICLE 24.3, ACTING AS AGENT
      AND TRUSTEE.

24.4  Bombardier and Northwest confirm to each other they have each obtained the
      required authorizations and fulfilled any conditions applicable to enable
      each of them to enter into this Agreement.

24.5  Northwest and Bombardier agree that this Agreement has been the subject of
      discussion and negotiation and is fully understood by the parties hereto
      and that the price of the Aircraft and the other mutual agreements of the
      parties set forth herein were arrived at in consideration of the
      provisions contained in Article 19.

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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       47
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In witness whereof this Agreement was signed on the date written hereof:

For and on behalf of                               For and on behalf of


NORTHWEST AIRLINES, INC.                           Bombardier Inc.
                                                   Bombardier Aerospace
                                                   REGIONAL AIRCRAFT



---------------------------------                  -----------------------------
Name:  Gregory A. May                              Name:  Anthony Prezioso
Title: Vice President -- Aircraft Transactions     Title: Manager, Contracts

Date:                                              Date:
      ---------------------------                        -----------------------


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       48
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                                                                       EXHIBIT I


                            CERTIFICATE OF ACCEPTANCE

         The undersigned hereby acknowledges on behalf of Northwest acceptance
         of the Aircraft bearing manufacturer's serial number
         ____________________ fitted with two (2) General Electric CF-34-3B1
         turbofan engines bearing serial numbers _____________________ and
         __________________ as being in accordance with the terms and conditions
         of the Agreement signed on the day of , 2001 between Bombardier Inc. as
         represented by Bombardier Aerospace, Regional Aircraft and Northwest.


         Place:                                    Date:
               ----------------------                   ------------------------


         SIGNED FOR AND ON BEHALF OF

         NORTHWEST AIRLINES, INC.


         Per:
                ------------------------------


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


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       49
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                                                                      EXHIBIT II

                                  BILL OF SALE

1.       FOR VALUABLE CONSIDERATION, BOMBARDIER INC. AS REPRESENTED BY
         BOMBARDIER AEROSPACE REGIONAL AIRCRAFT ("Bombardier"), OWNER OF THE
         FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS:

              ONE CANADAIR REGIONAL JET MODEL CL-600-2B19 AIRCRAFT BEARING:

              MANUFACTURER'S SERIAL  NO.:     _________________________,
              WITH:

              CF34-3B1 ENGINES SERIAL NOS.:   _________________________,
              AND

              AUXILIARY POWER UNIT NO.:       __________________________


         DOES THIS ________ DAY OF ______ 20__, REPRESENT AND WARRANT TO
         NORTHWEST AIRLINES, INC. HEREAFTER REFERRED TO AS "NORTHWEST":

         (I)  THAT BOMBARDIER HAS GOOD AND MARKETABLE TITLE TO THE AIRCRAFT AND
         THE GOOD AND LAWFUL RIGHT TO THE AIRCRAFT AND THE GOOD AND LAWFUL RIGHT
         TO SELL THE SAME TO NORTHWEST; AND

         (II) THE GOOD AND MARKETABLE TITLE TO THE AIRCRAFT IS HEREBY DULY
         VESTED IN NORTHWEST FREE AND CLEAR OF ALL CLAIMS, LIENS, ENCUMBRANCES
         AND RIGHTS OF OTHERS OF ANY NATURE. BOMBARDIER INC. HEREBY COVENANTS
         AND AGREES TO DEFEND SUCH TITLE FOREVER AGAINST ALL CLAIMS AND DEMANDS
         WHATSOEVER.

         BY VIRTUE OF THE EXECUTION OF THIS BILL OF SALE, BOMBARDIER HEREBY
         DIVESTS ITSELF OF ALL ITS RIGHT, TITLE AND INTEREST OF ANY KIND IN THE
         AIRCRAFT, IN FAVOUR OF NORTHWEST.

         NORTHWEST:

         PLACE:__________________                    TIME:____________________


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    Exchange Commission pursuant to a request for confidential treatment.

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         For and on behalf of

         BOMBARDIER INC.
         Bombardier Aerospace
         Regional Aircraft

         Per:
              --------------------------------------

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


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       51
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                                                                    EXHIBIT IIIA


                       CERTIFICATE OF RECEIPT OF AIRCRAFT

THE UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE RECEIVED FROM BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT, AT DORVAL AIRPORT, ADJACENT TO BOMBARDIER'S PLANT IN DORVAL,
PROVINCE OF QUEBEC, CANADA, ON THE _____________ DAY OF ______________ , AT THE
HOUR OF _____________ O'CLOCK, ONE (1) CANADAIR REGIONAL JET AIRCRAFT MODEL
CL-600-2B19 AIRCRAFT, BEARING SERIAL NUMBER ______________, INCLUDING WITH THE
AIRCRAFT TWO (2) CF34-3B1 TURBOFAN ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS
_____________ & __________________ AND OTHER MAJOR REPLACEABLE ACCESSORIES
ATTACHED TO THE AIRCRAFT AND ENGINES.


Signed for and on behalf of
Northwest Airlines, Inc.


Per:
    -------------------------------------------------


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


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       52
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                                                                    EXHIBIT IIIB
                                  AIRCRAFT S/N

             Certificate for the Purpose of the Quebec Sales Tax and
               any Canadian Goods and Services Tax and Regulations


The undersigned, _________________ of Northwest, hereby certifies that:

1) The Canadair Regional Jet aircraft serial no. ________ (the "Aircraft")
   purchased by Northwest from Bombardier Inc. pursuant to purchase agreement
   no. PA -0498 with Bombardier Inc., dated _______________ 2001, will be
   ferried out of the Province of Quebec immediately or within a reasonable time
   after delivery to Northwest;

2) Northwest is purchasing the Aircraft for use principally outside of the
   Province of Quebec;

3) The  Aircraft  will be  permanently  based  outside the
   Province of Quebec; and

4) The Aircraft has not been acquired or leased for use in Quebec before being
   ferried out of Quebec.

Signed for and on behalf of

Northwest Airlines, Inc.


-----------------------


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       53
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                                                                      EXHIBIT IV
================================================================================
                              CONTRACT CHANGE ORDER
================================================================================

PURCHASER:

PURCHASE AGREEMENT NO.:                                 AIRCRAFT TYPE:

C.C.O. NO.:                                             DATED:

                                                        PAGE __ of __


REASON FOR CHANGE:

---------------------------------------------------------------------

DESCRIPTION OF CHANGE:


ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED


FOR ADMINISTRATIVE PURPOSES ONLY, A CONSOLIDATION OF THE AMENDMENTS CONTAINED
IN THIS CCO IS ATTACHED. IN THE EVENT OF INCONSISTENCIES BETWEEN THE
CONSOLIDATION AND THIS CCO, THIS CCO SHALL PREVAIL.
----------------------------------------------------------------------

FOR AND ON BEHALF OF:                                   FOR AND ON BEHALF OF:

Bombardier Aerospace, Regional Aircraft                 Northwest Airlines, Inc.

Signed:_______________________                          Signed:_________________

Date:_________________________                          Date:___________________

================================================================================

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Northwest Airlines, Inc.

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    Exchange Commission pursuant to a request for confidential treatment.

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                         SCHEDULE I - PRICE AND PAYMENTS

ARTICLE 1 - PRICE                                                            [*]

1.1   The base price for each of the Aircraft (excluding the Northwest Selected
      Optional Features) Ex Works (Incoterms 1990) Bombardier's facilities in
      Montreal, Quebec, is [*]                                               [*]


1.2   The base price of the Northwest Selected Optional Features as listed in
      Attachment A hereto for each of the Aircraft is [*]                    [*]

                                             AIRCRAFT BASE PRICE             [*]
                                     (as per Article 4.1 of the Agreement)
                                        (subject to economic adjustment)

ARTICLE 2 - CREDIT MEMORANDUM

In consideration of Northwest entering into the Agreement, Bombardier shall
issue to Northwest, at the time of delivery of and payment of the amounts due
for each of the Aircraft, a credit memorandum (the "Aircraft Credit Memorandum")
in the amount of [*] (to be adjusted in accordance with the Economic Adjustment
Formula), in accordance with Article 1.0 of Letter Agreement No. 1 to this
Agreement. The Aircraft Credit Memorandum shall be used by Northwest to pay the
balance of the payment due for the Aircraft at the time of delivery.

                                                  CREDIT MEMORANDUM          [*]


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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

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In further consideration of Northwest entering into the Agreement and meeting
its payment obligations set forth in Article 5 of this Schedule I to the
Agreement and [*]                                                            [*]


ARTICLE 3 - NET PRICE

For information purposes, the net price of each Aircraft (including the [*])
[*], subject to adjustment in accordance with Article 2.0 of Letter Agreement
No. 1.
                                AIRCRAFT NET PRICE (AS APPLICABLE)           [*]


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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       56
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                            SCHEDULE I - ATTACHMENT A
                      NORTHWEST SELECTED OPTIONAL FEATURES
                         PRICES AND DESCRIPTIONS CRJ-440

CR REF. #                      OPTION DESCRIPTION

                                       [*]


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Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       57
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Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       58
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ARTICLE 4 - ECONOMIC ADJUSTMENT FORMULA

Pursuant to the provision of Article 4 of the Agreement, the Aircraft Base Price
as stipulated in Article 1 to this Schedule I above as adjusted for any changes
made pursuant to Article 11 of the Agreement and any Regulatory Changes pursuant
to Articles 8.4 and 8.5 of the Agreement to the account of Northwest shall be
adjusted from [*] to the Delivery Date of each Aircraft using the following
economic adjustment formula ("Economic Adjustment Formula") to determine the
Aircraft Purchase Price for each Aircraft in accordance with Article 4.2 of the
Agreement. The Aircraft Credit Memorandum [*] shall be similarly adjusted in
accordance with the following formula. [*]

[*]

        PP  =    [*]


where:

        PP  =  Aircraft Purchase Price;

        PO  =  Base Price;

        LD  =  the Canadian labour index based upon the indices for the
               arithmetic average of the fifth, sixth and seventh full month
               preceding the month of delivery of the relevant Aircraft;

        LO  =  is [*], being the arithmetic average of the Canadian labour index
               for


        ED  =  the U.S. labour index based upon the indices for the arithmetic
               average of the fifth,  sixth and seventh full month preceding the
               month of delivery of the relevant Aircraft;

        EO  =  is [*], being the arithmetic average of the U.S. labor index for


        CD  =  the Industrial Commodities index based upon the indices for
               the arithmetic average of the fifth, sixth and seventh full
               month preceding the month of delivery of the relevant
               Aircraft;

        CO  =  is [*], being arithmetic average of the Industrial Commodities
               index for [*];


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Northwest Airlines, Inc.

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    Exchange Commission pursuant to a request for confidential treatment.

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        MD  =  the material index based upon the indices for the arithmetic
               average of the fifth, sixth and seventh full month preceding
               the month of delivery of the relevant Aircraft;

        MO  =  is [*], being the arithmetic average of the material index for
               [*];


For the purpose of the Economic Adjustment Formula and the calculation of the
economic adjustment:

      (a)   the Canadian labour index shall be the index provided in the North
            American Industrial Classification System(N.A.I.C.S.) Code 3364 for
            Average Hourly Earnings (including overtime) for Aerospace Products
            and Parts manufacturing (Canada) published by Statistics Canada.

      (b)   the U.S. labour index shall be the index provided in the Bureau of
            Labor Statistics (B.L.S.) Code 372 Gross Hourly Earnings of
            production and non-supervisory workers in the Aircraft and Aircraft
            Parts Industry as published by the U.S. Department of Labor, Bureau
            of Labor Statistics in "Employment and Earnings" Table C-2.

      (c)   the Industrial Commodities index shall be the index provided in the
            Producer Price Index as Industrial Commodities as published by the
            U.S. Department of Labor, Bureau of Labor Statistics in "Producer
            Prices and Price Indexes" Table 6.

      (d)   the material index shall be the index provided in the Producer Price
            Index for Code 10 Metals and Metals Products as published by the
            U.S. Department of Labor, Bureau of Labor Statistics in "Producer
            Prices and Price Indexes" Table 6.


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    Exchange Commission pursuant to a request for confidential treatment.

                                      60
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      (e)   in the event that Bombardier shall be prevented from calculating the
            Aircraft Purchase Price of each Aircraft due to any delay in the
            publication of the required indices, Bombardier shall use the last
            provisionally published indices, and in the event that provisional
            indices are not available, Bombardier shall extrapolate from the
            last three (3) months of published indices and such extrapolation
            shall be final and shall be used to determine the Aircraft Purchase
            Price.

      (f)   the indices used in the Economic Adjustment Formula represent the
            projection by Bombardier of the manner in which Bombardier will
            incur cost in the production of the Aircraft. In the event that
            there is a change in circumstances which materially affects the
            indices chosen, the indices and shall be amended accordingly. The
            change in circumstances referred to above are:

                1) Any change in the methodology of calculation of the indices
                or, 2) if any of said indices are permanently or temporarily
                discontinued or withdrawn from publication or 3) the data
                samples used to calculate any of the indices are changed
                significantly, in which case, the most nearly comparable index
                published by another appropriate government body, or a
                recognized financial institution, financial publication or
                university shall be selected by mutual agreement of the parties
                to be used as a substitute index. Such substitute index will
                reflect as closely as possible the actual variations of the
                wages or of the material commodities/material costs, as the case
                may be used in the calculation of the original index. As a
                result of the selection of a substitute index, the Economic
                Adjustment Formula will be adjusted for the successive
                utilization of the original index and of the substitute index.

In the calculation of the Aircraft Purchase Price the following guidelines in
respect of decimal places shall apply:

      (a)   All indices in the Economic Adjustment Formula shall be used to the
            second decimal place,

      (b)   The Economic Adjustment Formula shall be calculated to four decimal
            places, and

      (c)   The Aircraft Purchase Price resulting from the Economic Adjustment
            Formula shall be corrected to the nearest dollar.


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       61
<Page>

ARTICLE 5 - PAYMENT SCHEDULE

5.1   Northwest shall make payment or cause payment to be made for the Aircraft
      as follows:

      [*]


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       62
<Page>

                         SCHEDULE II - DELIVERY SCHEDULE

                                   75 AIRCRAFT


<Table>
         <S>                      <C>                       <C>
          1. [*]                  27. [*]                   53. [*]
          2.                      28.                       54.
          3.                      29.                       55.
          4.                      30.                       56.
          5.                      31.                       57.
          6.                      32.                       58.
          7.                      33.                       59.
          8.                      34.                       60.
          9.                      35.                       61.
         10.                      36.                       62.
         11.                      37.                       63.
         12.                      38.                       64.
         13.                      39.                       65.
         14.                      40.                       66.
         15.                      41.                       67.
         16.                      42.                       68.
         17.                      43.                       69.
         18.                      44.                       70.
         19.                      45.                       71.
         20.                      46.                       72.
         21.                      47.                       73.
         22.                      48.                       74.
         23.                      49.                       75.
         24.                      50.
         25.                      51.
         26.                      52.
</Table>


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       63
<Page>

                     SCHEDULE III - PRODUCT SUPPORT SERVICES

          ANNEX A - TECHNICAL SUPPORT, SPARES PROVISIONING, SIMULATOR,
                     TRAINING, TECHNICAL DATA AND GUARANTEES

The following Product Support Services are those services to which reference is
made in Article 3 of the Agreement.

ARTICLE 1  -  TECHNICAL SUPPORT

1.1   FACTORY SERVICE

      Bombardier agrees to maintain or cause to be maintained the capability to
      respond to Northwest's technical inquiries, to conduct investigations
      concerning repetitive maintenance problems and to issue findings and
      recommend action thereon. This service shall be provided for as long as
      ten (10) CL-600-2B19 aircraft remain in commercial air transport service.

1.2   FIELD SERVICE REPRESENTATIVE

      1.2.1    SERVICES

               In consideration and subject to Northwest purchasing the Aircraft
               identified in this Purchase Agreement, Bombardier shall, subject
               to Article 1.2.2, assign up to [*] Field Service Representatives
               ("FSR") [*] to Northwest's main base of operation or other
               location as may be mutually agreed. FSR [*] hours of operation
               shall be Monday through Friday, eight (8) hours per day
               (excluding holidays).

      1.2.2    TERM

               For each of the Aircraft purchased by Buyer, such FSR [*] and
               shall commence approximately one (1) month prior to the Delivery
               Date of the first Aircraft or as mutually agreed.

               The FSR [*] assignment may be extended immediately following the
               expiration of the above term according to the terms and
               conditions herein and [*].


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        2
<Page>

1.3   MAINTENANCE PLANNING SUPPORT

      1.3.1    SCHEDULED MAINTENANCE TASK CARDS

               As described in Schedule III - Annex A, Attachment A, Bombardier
               shall provide Northwest Bombardier's scheduled maintenance task
               cards [*]. At Northwest's request Bombardier shall provide a
               proposal for task cards produced to Northwest's format.

      1.3.2    IN-SERVICE MAINTENANCE DATA

               Northwest agrees to provide to Bombardier in-service maintenance
               data in order to provide updates to Bombardier's recommended
               maintenance program. Northwest and Bombardier shall agree on
               standards and frequency for communication of such data.

1.4   [*]

1.5   TRAVEL

      If requested by Northwest, the FSR, [*], at Northwest's expense with
      respect to travel and lodging expenses, but using Northwest's air
      transportation services to the maximum extent possible, travel to another
      location to provide technical advice to Northwest.

1.6   WORK PERMITS AND CLEARANCES

      Northwest shall arrange for all necessary work permits and airport
      security clearances required for the FSR or other Bombardier employees
      [*].

1.7   ADDITIONAL SERVICES

      At Northwest's request Bombardier shall provide a proposal to provide such
      additional support services, at Bombardier's then current published (if
      published) rates or at commercially reasonable rates, if not published, as
      the parties may agree upon, which may include special investigations,
      maintenance and repair of the Aircraft.


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        3
<Page>

ARTICLE 2  -  SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT

2.1   DEFINITIONS AND TERM

      a.   "BOMBARDIER PARTS":

           any spare parts, ground support equipment, tools and test equipment
           which bear an in-house Cage Code number in the Bombardier
           Provisioning Files (as that expression is defined in ATA
           Specification 2000).

      b.   "POWER PLANT PARTS":

           any power plant or power plant part or assembly carrying the power
           plant manufacturer's part number or any part furnished by the power
           plant manufacturer for incorporation on the Aircraft.

      c.   "VENDOR PARTS":

           any spare parts, ground support equipment, tools and test equipment
           for the Aircraft which are not Bombardier Parts or Power Plant Parts.

      d.   "SPARE PARTS":

           all materials, spare parts, assemblies, special tools and items of
           equipment, including ground support equipment, ordered for the
           Aircraft by Northwest from Bombardier and not installed on the
           Aircraft at delivery. The term Spare Parts includes Bombardier Parts,
           Power Plant Parts and Vendor Parts.

      e.   "ORDER":
           any order for Spare Parts issued by Northwest to Bombardier; and

      f.   "TECHNICAL DATA":

           shall have the meaning attributed to it in Schedule III - Annex A
           Article 4.1.

      g.    TERM AND APPLICABILITY

           The term of this Schedule III, Annex A Article 2 shall become
           effective on the date hereof and shall remain in full force and
           effect with respect to the purchase and sale of Spare Parts for each
           Aircraft so long as at least ten (10) CL-600-2B19 aircraft remain in
           commercial air transport service. The provisions of Schedule


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        4
<Page>

           III, Annex A Articles 2.2 and 2.6.5 shall survive expiration or
           termination of this Agreement.


2.2   ORDER TERMS

      Terms and conditions hereof shall apply to all Orders placed by Northwest
      with Bombardier in lieu of any terms and conditions in Northwest's
      purchase orders.

2.3   PURCHASE AND SALE OF SPARE PARTS

      2.3.1    AGREEMENT TO MANUFACTURE AND SELL

               Bombardier shall manufacture, or procure, and make available for
               sale to Northwest suitable Spare Parts in quantities sufficient
               to meet the reasonably anticipated needs of Northwest for normal
               maintenance and normal spares inventory replacement for each
               Aircraft. During the term specified in Schedule III, Annex A
               Article 2.1 above, Bombardier shall also maintain a shelf stock
               of certain Bombardier Parts selected by Bombardier to ensure
               reasonable re-order lead times and emergency support. Bombardier
               shall maintain a reasonable quantity of Bombardier insurance
               parts. [*]

2.4   AGREEMENT TO PURCHASE OR REDESIGN BOMBARDIER PARTS

      2.4.1    PURCHASE OR REDESIGN OF BOMBARDIER PARTS

               In consideration of Bombardier's obligation under Schedule III,
               Annex A Article 2.3.1, during the term stated in Schedule III,
               Annex A Article 2.1, Northwest agrees to purchase Bombardier
               Parts only from Bombardier [*].

      2.4.2    NORTHWEST'S RIGHT TO PURCHASE, REDESIGN OR MANUFACTURE

               2.4.2.1 Northwest's right to purchase, redesign or to have
                       redesigned or manufacture or to have manufactured
                       Bombardier Parts under the preceding Article shall not be
                       construed as a granting of a license by Bombardier and
                       shall not obligate Bombardier to disclose to anyone
                       Technical Data or other information nor to the payment of
                       any license fee or royalty or create any obligation
                       whatsoever to Bombardier and Bombardier shall be relieved
                       of any obligation or liability with respect to patent
                       infringement in connection with any such redesigned part.
                       Northwest shall be responsible for obtaining all
                       regulatory authority approvals to repair the Aircraft
                       using redesigned or manufactured Bombardier Parts as
                       described in the preceding Article. Any such redesigned
                       part shall be identified with Northwest's part number
                       only.


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        5
<Page>

                       Northwest agrees to relieve Bombardier of any obligation
                       or liability in connection with any Bombardier Part
                       redesigned or manufactured by Northwest including any
                       Warranty obligations.

               2.4.2.2 Should Bombardier reasonably determine through its
                       investigation of any claim submitted by Northwest with
                       respect to the Warranty and Service Life Policy as set
                       out in Schedule III Annex A and B respectively to the
                       Agreement or with respect to any guarantees and
                       additional coverage as set out in the Letter Agreements
                       identified below, that any Bombardier Part manufactured
                       by Northwest was a contributing factor for such claim,
                       then Bombardier's obligation under the Warranty, Service
                       Life Policy or under such guarantees or additional
                       coverage provisions, as applicable, will be adjusted as
                       Bombardier reasonably considers appropriate unless
                       Northwest can furnish reasonable evidence that such part
                       was not a contributing factor of the claim:

                       Letter Agreement No.08 (Dispatch Reliability Guarantee);
                       Letter Agreement No.09 (Schedule Completion Rate
                                               Guarantee)(l)
                       Letter Agreement No.10 (ADMC Guarantee);
                       Letter Agreement No.11 (Additional Warranty Coverage)
                       Letter Agreement No.13 (Performance Guarantee CRJ 440);
                       Letter Agreement No.14 (Performance Guarantee CRJ 200);
                       Letter Agreement No.19 (Noise Guarantee); and
                       Letter Agreement No.20

      2.4.3    NOTICE TO BOMBARDIER OF REDESIGNED PARTS

               If Northwest redesigns or has had any Bombardier Parts
               redesigned, Northwest agrees to thereafter advise Bombardier
               thereof and make available to Bombardier and its affiliates the
               design for any such redesigned part, provided Bombardier agrees
               to relieve Northwest of any obligation or liability in connection
               with any such redesigned Bombardier Part if Northwest's design is
               used by Bombardier. If Bombardier requests, Northwest agrees to
               offer Bombardier the opportunity to negotiate in good faith the
               granting to Bombardier of the exclusive manufacturing rights of
               the redesigned part.

2.5   PURCHASE OF VENDOR PARTS & POWER PLANT PARTS

      Bombardier shall maintain a spares stock of selected Vendor Parts to
      support provisioning and replenishment sales to its customers. Bombardier
      agrees to use reasonable efforts to require its vendors to comply with the
      terms and conditions of this Schedule III, Annex A Article 2 as they apply
      to Vendor Parts. [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        6
<Page>

2.6   SPARE PARTS PRICING

      2.6.1    SPARE PARTS PRICE CATALOGUE

               Prices for commonly used Bombardier Parts and Vendor Parts
               stocked by Bombardier shall be published in the spare parts price
               catalogue ("Spare Parts Price Catalogue"). [*]

      2.6.2    BOMBARDIER PRICES FOR VENDOR PARTS

               If Northwest orders Vendor Parts from Bombardier, the price shall
               be as published in the Spare Parts Price Catalogue. If there is
               no such price published in the Spare Parts Price Catalogue,
               Bombardier will provide a quotation.

      2.6.3    QUOTATIONS

               Price and delivery quotations for items not included in the
               Spare Parts Price Catalogue shall be provided at Northwest's
               request by Bombardier. [*]

      2.6.4    PRICE APPLICABILITY

               The purchase price of Bombardier Parts shall be the applicable
               price set forth in the Spare Parts Price Catalogue at time of
               receipt by Bombardier of Northwest's Order or as quoted by
               Bombardier to Northwest upon request. If Northwest requests
               accelerated delivery or special handling for Bombardier Parts
               not included in the Spare Parts Price Catalogue, Bombardier
               may increase the price from the original quotation to cover
               any additional actual direct costs to Bombardier.

      2.6.5    CURRENCY AND TAXES

               2.6.5.1 All  Spare  Parts  Catalogue  and  quotation  prices
                       shall be in U.S.  dollars  and exclusive of
                       transportation, taxes, duties and licenses.

               2.6.5.2 Except as provided herein, Northwest shall pay to
                       ombardier the amount of any sales, use, value-added
                       including the Canadian Goods and Services Tax),
                       excise or similar taxes that are lawfully imposed by
                       any federal, provincial or local taxing authority
                       within Canada, the


Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       7
<Page>

               United States or any other jurisdiction and that are required to
               be paid as a result of any sale, use, delivery, storage or
               transfer of any Spare Parts ("Spare Parts Taxes"). If any such
               Spare Parts Taxes are applicable, Bombardier shall separately
               state the amount of such tax in its invoice provided Bombardier
               has the obligation to collect and remit such Taxes under
               applicable law.

               2.6.5.3 [*]

               2.6.5.4 [*]

               2.6.5.5 [*]

               2.6.5.6 [*]

               2.6.5.7 [*]

               2.6.5.8 [*]

               2.6.5.9 [*]

      2.6.6    VENDOR PRICING

               Bombardier shall use reasonable efforts to require its major
               vendors to maintain any published price for their parts for a
               period of at least twelve (12) months with a ninety (90) calendar
               day notice period prior to changing a published price.

2.7   PROVISIONING

      2.7.1    PRE-PROVISIONING/PROVISIONING CONFERENCE

               Pre-provisioning and provisioning conferences shall be convened
               on dates to be mutually agreed between Northwest and Bombardier
               in order to:

               (i)   discuss the operational parameters to be provided by
                     Northwest to Bombardier which Bombardier considers
                     necessary for preparing its quantity recommendations for
                     initial provisioning of Spare Parts to be purchased from
                     Bombardier or vendors ("Provisioning Items");

               (ii)  review Northwest's ground support equipment and special
                     tool requirements for the Aircraft;

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        8
<Page>

               (iii) discuss the format of the provisioning documentation to be
                     provided to Northwest from Bombardier for the selection of
                     Provisioning Items; and

               (iv)  arrive at a schedule of events for the initial provisioning
                     process, including the establishment of a date for the
                     initial provisioning conference ("Initial Provisioning
                     Conference") which shall be scheduled at least twelve (12)
                     months prior to delivery of the first Aircraft.

               The time and location of the pre-provisioning conference shall be
               mutually agreed upon between the parties; however, Bombardier and
               Northwest shall use their best efforts to convene such meeting
               within thirty (30) days after execution of the Agreement.

2.8   INITIAL PROVISIONING DOCUMENTATION

      Initial provisioning documentation for Bombardier Parts and Vendor Parts
      shall be provided by Bombardier as follows:

      a)    Bombardier shall provide, as applicable to Northwest, no later than
            nine (9) months prior to the Scheduled Delivery Date of the first
            Aircraft, or as may be mutually agreed, the initial issue of
            provisioning files as required by ATA Specification 200, Chapter 1;
            Revisions to this provisioning data shall be issued by Bombardier
            every ninety (90) calendar days until ninety (90) calendar days
            following the Delivery Date of the last Aircraft or as may be
            mutually agreed;

      b)    Bombardier shall provide, as required by Northwest, all data files
            defined in Chapter 1 of ATA Specification 200; and

      c)    the Illustrated Parts Catalogue designed to support provisioning
            shall be issued concurrently with provisioning data files and

      2.8.1    [*]

      2.8.2    DELIVERY OF OBSOLETE SPARE PARTS AND SUBSTITUTES

               Obsolete or unusable Spare Parts returned by Northwest pursuant
               to Schedule III, Annex A Article 2.8.1. shall be delivered to
               Bombardier at its plant in Ontario or Quebec, or such other
               destination as Bombardier and Northwest may agree. Spare Parts
               substituted for such returned obsolete or unusable Spare Parts
               shall be delivered to Northwest from Bombardier's plant in
               Ontario or Quebec, or such other Bombardier shipping point as
               Bombardier and Northwest may agree. [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                        9
<Page>

      2.8.3    OBLIGATION TO REPURCHASE SURPLUS PROVISIONING ITEMS

               During a period commencing one (1) year after the Delivery Date
               of the first Aircraft, and ending five (5) years after such
               Delivery Date, Bombardier shall, upon receipt of Northwest's
               written request and subject to the exceptions in Schedule III,
               Annex A Article 2.8.4, repurchase unused and undamaged
               Provisioning Items which: (i) were recommended by Bombardier as
               initial provisioning for the Aircraft, (ii) were purchased by
               Northwest from Bombardier, and (iii) are surplus to Northwest's
               needs.

      2.8.4    EXCEPTIONS

               Bombardier shall not be obligated under Schedule III, Annex A
               Article 2.8.3 to repurchase any of the following: (i) quantities
               of Provisioning Items in excess of those quantities recommended
               by Bombardier in its Recommended Spare Parts List ("RSPL") for
               the Aircraft, (ii) Power Plant Parts, QEC Kits, standard
               hardware, bulk and raw materials, ground support equipment and
               special tools, (iii) Provisioning Items which have become
               obsolete or have been replaced by other Provisioning Items as a
               result of (a) Northwest's modification of the Aircraft or (b)
               design improvement by the Aircraft manufacturer or the vendor
               (other than Provisioning Items which have become obsolete because
               of a defect in design if such defect has not been remedied by an
               offer by Bombardier or the vendor to provide no charge retrofit
               kits or replacement parts which correct such defect), and (iv)
               Provisioning Items which become surplus as a result of a change
               in Northwest's operating parameters provided to Bombardier
               pursuant to Schedule III, Annex A Article 2.7, which were the
               basis of Bombardier's initial provisioning recommendations for
               the Aircraft.

      2.8.5    NOTIFICATION AND FORMAT

               Northwest shall notify Bombardier, in writing, when Northwest
               desires to return Provisioning Items which Northwest's review
               indicates are eligible for repurchase by Bombardier under the
               provisions of Schedule III, Annex A Article 2.8.3. Northwest's
               notification shall include a summary, in part number sequence, of
               the Provisioning Items Northwest desires to return. Such summary
               shall be in the form of listings as may be mutually agreed
               between Bombardier and Northwest prior to the first delivery, and
               shall include part number, nomenclature, purchase order number,
               purchase order date and quantity to be returned.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       10
<Page>

               Within [*] business days after receipt of Northwest's
               notification Bombardier shall complete its review of such
               summary.


      2.8.6    REVIEW AND ACCEPTANCE BY BOMBARDIER

               Upon completion of Bombardier's review of any detailed summary
               submitted by Northwest pursuant to Schedule III, Annex A Article
               2.8.5, Bombardier shall issue to Northwest a Material Return
               Authorization notice ("MRA") for those Provisioning Items
               Bombardier agrees are eligible for repurchase in accordance with
               Schedule III, Annex A Article 2.8.3. Bombardier will advise
               Northwest of the reason that any Provisioning Items included in
               Northwest's detailed summary are not eligible for return. The MRA
               notice shall state the date by which Provisioning Items listed in
               the MRA notice must be redelivered to Bombardier and Northwest
               shall arrange for shipment of such Provisioning Items
               accordingly.

      2.8.7    PRICE AND PAYMENT

               [*] Bombardier shall pay the repurchase price by issuing a credit
               memorandum in favour of Northwest which may be applied against
               amounts due Bombardier for the purchase of Spare Parts and
               services.

      2.8.8    RETURN OF SURPLUS PROVISIONING ITEMS

               Provisioning Items repurchased by Bombardier pursuant to Schedule
               III, Annex A Article 2.8.6 shall be delivered to Bombardier Free
               Carrier (Incoterms), [*].

      2.8.9    OBSOLETE SPARE PARTS AND SURPLUS PROVISIONING ITEMS - TITLE AND
               RISK OF LOSS

               Title to and risk of loss of any obsolete or unusable Spare Parts
               returned to Bombardier pursuant to Schedule III, Annex A Article
               2.8.3 shall pass to Bombardier upon delivery thereof to
               Bombardier. Title to and risk of loss of any Spare Parts
               substituted for an obsolete or unusable Spare Part pursuant to
               Schedule III, Annex A Article 2.8.1 shall pass to Northwest upon
               delivery thereof to Northwest. Title to and risk of loss of any
               Provisioning Items repurchased by Bombardier pursuant to Schedule
               III, Annex A Article 2.8.3 shall pass to Bombardier upon delivery
               thereof to Bombardier.

               [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       11
<Page>

2.9   PROCEDURE FOR ORDERING SPARE PARTS

      Orders for Spare Parts may be placed by Northwest to Bombardier by any
      method of order placement (including but not limited to SITA, ARINC, EDI
      (including the Internet, if such facilities become available at
      Bombardier), telecopier, letter, telex, facsimile, telephone or hard copy
      purchase order).

      2.9.1    REQUIREMENTS

               Orders shall include at a minimum order number, part number,
               nomenclature, quantity, delivery schedule requested, shipping
               instructions and Bombardier's price, if available. [*]

      2.9.2    PROCESSING OF ORDERS

               [*]

      2.9.3   CHANGES

               [*]

      2.9.4    ELECTRONIC DATA INTERCHANGE

               2.9.4.1 USE OF ELECTRONIC DATA INTERCHANGE (EDI)

                       The SPEC 2000 Protocol shall be used for any EDI
                       transaction. Buyer and Bombardier shall implement
                       security procedures to ensure proper use of this
                       communication. A message will be considered received only
                       at the point where it is in a format which can be
                       accepted by the receiving computer according to ATA SPEC
                       2000 rules on transmissions. If garbled transmissions are
                       received, the receiver shall promptly notify the sender
                       through use of the S1REJECT command.

               2.9.4.2 ACCEPTANCE OF EDI TRANSACTIONS

                       The SIBOOKED transaction creates an obligation on the
                       part of Buyer to purchase the material and quantities as
                       specified in the transmission. Bombardier is obliged to
                       sell the material and quantities as specified except as
                       may be identified in a subsequent SIORDEXC message. With
                       respect to a S1QUOTES transaction, Buyer and Bombardier
                       are bound to respect the prices quoted in the
                       transmission in any resultant S1BOOKED order transaction
                       based

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       12
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                       upon that S1QUOTES message within the validity period of
                       the S1QUOTES message. An S1NVOICE message will be
                       considered as the official commercial invoice for the
                       goods shipped. An S1STOCKS, S1SHIPPD, S1POSTAT or
                       S1PNSTAT message creates no obligations on either the
                       Buyer or Bombardier.

                       If an S1BOOKED acknowledgment is not sent within 24 hours
                       by Bombardier then Buyer shall resend the original
                       message.

                       Any document which has been properly received shall not
                       give rise to any obligation unless and until the party
                       receiving such document has properly transmitted in
                       return an acknowledgment document according to SPEC 2000
                       Protocol.

               2.9.4.3 SYSTEMS OPERATIONS

                       Buyer and Bombardier, at their own expense, shall provide
                       and maintain the equipment, software, services and
                       testing necessary to effectively and reliably transmit
                       and receive documents.

               2.9.4.4 VALIDITY OF DOCUMENTS

                       Schedule III, Annex A Article 2.9.4 has been agreed to by
                       Buyer and Bombardier to evidence their mutual intent to
                       create binding purchase and sale obligations pursuant to
                       the electronic transmission and receipt of documents as
                       described herein.

                       Such documents properly transmitted pursuant to this
                       Schedule III, Annex A Article 2.9.4 shall be considered,
                       in connection with any transaction or any other
                       agreement, to be a "writing" or "in writing" and shall be
                       deemed for all purposes (a) to have been "signed" and (b)
                       to constitute an "original" when printed from electronic
                       files or records established and maintained in the normal
                       course of business.

                       Signed documents, if introduced as evidence on paper in
                       any judicial, arbitration, mediation or administrative
                       proceedings, will be admissible as between Buyer and
                       Bombardier to the same extent and under the same
                       conditions as other business records originated and
                       maintained in documentary form. Neither Buyer nor
                       Bombardier shall contest the admissibility of copies of
                       signed documents under either the business records
                       exception to the hearsay rule or the best evidence rule
                       on the basis that the signed documents were not
                       originated or maintained in documentary form.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       13
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               2.9.4.5 LIMITATION OF LIABILITY

                       NEITHER BUYER NOR BOMBARDIER SHALL BE LIABLE TO THE OTHER
                       FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY,
                       PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR AS A
                       RESULT OF ANY DELAY, OMISSION OR ERROR IN THE ELECTRONIC
                       TRANSMISSION OR RECEIPT OF ANY DOCUMENTS PURSUANT TO THIS
                       ANNEX A ARTICLE 2.9.4, EVEN IF EITHER PARTY HAS BEEN
                       ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.10  PACKING

      All Spare Parts ordered shall receive standard commercial packing
      suitable for export shipment via airfreight. Such standard packing will
      generally be to ATA 300 standards as amended from time to time. [*]

2.11  PACKING LIST

      Bombardier shall insert in each shipment a packing list/release note
      itemized to show:

      (i)    the contents of the shipment,
      (ii)   the approved signature of Bombardier's TC authority  attesting to
             the airworthiness  of the Spare  Parts, and

      (iii)  value of the shipment for customs clearance if required.

2.12  CONTAINER MARKS

      Upon Northwest's request each container shall be marked with shipping
      marks as specified on the Order. In addition Bombardier shall, upon
      request, include in the markings: gross weight and cubic measurements.

2.13  DELIVERY, TITLE AND RISK OF LOSS

      2.13.1   DELIVERY POINT

               Spare Parts shall be delivered to Northwest in one of the
               following manners at Bombardier's sole option:

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       14
<Page>

               (i)   Free Carrier (Incoterms 1990) Bombardier's plant in either
                     Ontario or Quebec, Canada; or

               (ii)  Free Carrier (Incoterms 1990) other Bombardier depots or
                     shipping points; or

               (iii) Free Carrier (Incoterms 1990) vendor's or subcontractor's
                     plant.


      2.13.2   DELIVERY TIME

               Bombardier shall use reasonable efforts so that shipment of
               Bombardier Parts to Northwest be as follows:

               a) AOG ORDERS

                  Ship AOG Orders within four (4) hours of receipt of Order.
                  Northwest's affected Aircraft factory production number shall
                  be required on AOG Orders;

               b) CRITICAL ORDERS (A1)

                  Ship critical Orders within twenty-four (24) hours of order
                  receipt;

               c) EXPEDITE ORDERS (A2)

                  Ship expedite Orders within seven (7) calendar days of order
                  receipt;

               d) INITIAL PROVISIONING ORDERS

                  Prior to the Delivery Date of the first Aircraft or as may be
                  mutually agreed; and

               e) OTHER ORDERS

                  Shipment of stock items shall be approximately thirty (30)
                  calendar days after Bombardier's receipt of Northwest's Order.
                  Shipment of non-stock items shall be in accordance with quoted
                  lead times or lead times published in the current Spare Parts
                  Price Catalogue, procurement data, or provisioning data.

2.14  COLLECT SHIPMENTS

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       15
<Page>

      Where collect shipments are not deemed practicable by Bombardier, charges
      for shipment, insurance, prepaid freight charges and all other costs paid
      by Bombardier (without mark-up) shall be paid by Northwest  promptly upon
      presentation to Northwest of invoices covering the same.

2.15  FREIGHT FORWARDER

      If Northwest elects to use the services of a freight forwarder for the
      onward movement of Spare Parts, Northwest agrees to release Bombardier
      from and indemnify it for any liability for any fines or seizures of Spare
      Parts imposed under any governmental Goods in Transit regulations. Any
      such fines levied against Bombardier will be invoiced to Northwest and any
      Spare Parts seized under such regulations will be deemed to be received,
      inspected, and accepted by Northwest at the time of seizure.

2.16  REIMBURSEMENT OF EXPENSES

      If Bombardier gives Northwest written notice that an Order is ready for
      shipment and shipment is delayed more than [*] days at Northwest's
      request, Northwest shall promptly reimburse Bombardier upon demand for all
      costs and expenses, including but not limited to reasonable amounts for
      storage, handling, insurance and taxes, incurred by Bombardier as a result
      of such delay.

2.17  TITLE AND RISK OF LOSS

      Property and title to the Spare Parts will pass to Northwest upon payment
      for the Spare Parts in full. Until payment in full for Spare Parts, (a)
      title to them will not pass to Northwest, and (b) Bombardier maintains a
      purchase money security interest in them. Risk of loss of the Spare Parts
      will pass to Northwest upon delivery by Bombardier. With respect to Spare
      Parts rejected by Northwest pursuant to Schedule III, Annex A Article
      2.19, risk of loss shall remain with Northwest until such Spare Parts are
      re-delivered to Bombardier.

      [*]

2.18  INSPECTION AND ACCEPTANCE

      All Spare Parts shall be subject to inspection by Northwest at
      destination. Use of Spare Parts or failure of Northwest to give notice of
      rejection within thirty (30) days after receipt shall constitute
      acceptance. Acceptance shall be final and Northwest waives the right to
      revoke acceptance for any reason, whether or not known to Northwest at the
      time of acceptance. Northwest's remedies for defects discovered before
      acceptance are exclusively provided for in Schedule III, Annex A Article
      2.19 herein.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       16
<Page>

2.19  REJECTION

      Any notice of rejection referred to in Schedule III, Annex A Article 2.18
      shall specify the reasons for rejection. If such Spare Part(s) are validly
      rejected and unused, Bombardier shall replace the rejected Spare Part(s).
      Northwest shall, upon receipt of Bombardier's written instructions and
      Material Return Authorization ("MRA") number, return the rejected Spare
      Parts to Bombardier at its specified plant, or other destination as may be
      mutually agreeable. [*]

2.20  PAYMENT

      Except as provided in Schedule III, Annex A Article 2.22 below, payment
      terms shall be net thirty (30) calendar days of invoice date for
      established open accounts. Any overdue amount shall bear interest from the
      due date until actual payment is received by Bombardier at the annual rate
      of interest set forth in Article 5.3 of this Agreement.

2.21  PAYMENT FOR PROVISIONING ITEMS

      Payment for Provisioning Items shall be made by Northwest as follows:

      a) a deposit of [*] of the total order value for each order of
         Provisioning Items upon placing such order which shall be least ninety
         (90) days in advance of shipment; and

      b) the balance of the total price of Provisioning Items upon their
         delivery.

2.22  MODIFIED TERMS OF PAYMENT

      Bombardier reserves the right to alter the terms of payment without prior
      notice if Northwest fails to pay when due an amount Northwest owes under
      any agreement with Bombardier.

2.23  REGULATIONS

      Northwest shall comply with all applicable monetary and exchange control
      regulations and shall obtain any necessary authority from the governmental
      agencies administering such regulations to enable Northwest to make
      payments at the time and place and in the manner specified herein.

2.24  INTENTIONALLY LEFT BLANK

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       17
<Page>

2.25  CANCELLATION OF ORDERS

      Except as otherwise may apply to initial provisioning, if Northwest
      cancels an Order, Bombardier, at its option, shall be entitled to recover
      actual damages, but not less than the following cancellation charges or
      more than the purchase price of the Spare Parts covered by the Order:

      a) if work accomplished on the Order has been limited to Bombardier Spares
         Department, or the part has been identified as "shelf stock" in the
         Spare Parts Price Catalogue, no cancellation charges shall be made;

      b) if production planning has been completed on the Order and shop orders
         have been written, but no shop time or material charges have been made
         against the Order, the cancellation charge shall be 10% of the price
         but not to exceed $100 per unit;

      c) if shop time or material charges have been made against the Order, the
         cancellation charge shall be based on the cost of such time and
         materials, plus overhead; and

      d) if the Spare Parts covered by the Order can be absorbed into
         Bombardier's inventory without increasing Bombardier's normal maximum
         stock level, no cancellation charges shall be made.

ARTICLE 3  -  TRAINING

3.1   GENERAL TERMS

      3.1.1    The objective of the training programs (the "Programs"), to be
               described herein, shall be to familiarize and assist Northwest's
               personnel in the introduction, operation, and maintenance of the
               Aircraft.

               Bombardier shall offer to the Northwest the Programs in the
               English language at a Bombardier designated facility; the
               Programs shall be completed prior to the Delivery Date of the
               last Aircraft purchased herein.

      3.1.2    Northwest shall be responsible for all travel and living
               expenses, including local transportation, of Northwest's
               personnel incurred in connection with the Programs.

      3.1.3    The Programs shall be designed to reflect the model and/or
               configuration of the Aircraft and may include differences
               training to identify such configuration or model. Manuals which
               are provided during the Programs exclude revision service.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       18
<Page>

      3.1.4    A training conference shall be held where possible no later than
               twelve (12) months prior to the Scheduled Delivery Date of the
               first Aircraft to Northwest, or as may be otherwise agreed, to
               establish the Programs' content and schedule.

      3.1.5    The Programs are designed for candidates who meet the following
               minimum prerequisites:

               PILOTS

               (a)  hold airplane multi-engine rating;
               (b)  have recent multi-crew experience;
               (c)  hold valid instrument flight rating;
               (d)  hold valid medical certificate;
               (e)  have a functional comprehension of the English language;
               (f)  captains hold current and valid ATP license or equivalent;
                    and
               (g)  first officers hold current and valid commercial license or
                    equivalent.

               FLIGHT ATTENDANTS

               (a)  has successfully completed Northwest's operator's flight
                    attendant training program; and
               (b)  have a functional comprehension of the English language.

               FLIGHT DISPATCHERS

               (a)  qualified flight dispatcher with previous experience; or
               (b)  familiar with aircraft performance, weight and balance and
                    flight planning; and
               (c)  have a functional comprehension of the English language.

               MAINTENANCE TECHNICIANS

               (a)  hold a valid AME license or equivalent, or have sufficient
                    knowledge and experience;
               (b)  have experience with digital communications, glass cockpit
                    and built-in test equipment; and
               (c)  have a functional comprehension of the English language.

3.2   TRAINING PROGRAMS

               Training Program course descriptions for flight crew and
               maintenance training which may be purchased by Northwest using
               its SIA Credit, together with

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       19
<Page>

               prices for such training courses, are set out in Schedule III,
               Annex A - Attachments A-1 and A-2.

ARTICLE 4  -  TECHNICAL DATA

4.1   TECHNICAL DATA PROVIDED

      Bombardier shall furnish to Northwest the Technical Data described in
      Schedule III, Annex A Attachment B-1 hereto. Additional technical
      publications, as set forth in Schedule III, Annex A Attachment B-2, may be
      purchased by Northwest at the prices set forth in Schedule III, Annex A
      Attachment B-2, which together with the technical manuals/documents
      referred to in Schedule III, Annex A - Attachment B-1 shall be referred to
      as "Technical Data". The Technical Data shall be in the English language
      and shall provide information on items manufactured according to
      Bombardier's detailed design and in those units of measures used in the
      Specification or as may otherwise be required to reflect Aircraft
      instrumentation as may be mutually agreed. Should Northwest determine that
      the quantities of some manuals listed in Schedule III Annex A Attachment
      B-1 are in excess of its requirements, Northwest may request a reduced
      lesser quantity of manuals and may apply the unused value of the manuals
      against the purchase of other manuals or revision service as listed on
      Schedule III Annex A Attachment B-2.

4.2   PROPRIETARY TECHNICAL DATA

      It is understood and Northwest acknowledges that the Technical Data
      provided herein is proprietary to Bombardier and all rights to copyright
      belong to Bombardier and the Technical Data shall be kept confidential by
      Northwest. Northwest agrees to use the Technical Data solely to maintain,
      operate, overhaul or repair the Aircraft or to make installation or
      alteration thereto allowed by Bombardier.

      Technical Data shall not be disclosed to third parties except for the
      purposes permitted by Schedule III Annex A Article 2.4 provided that the
      recipient enters into a non-disclosure agreement acceptable to Bombardier.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       20
<Page>

      [*]

4.3   Any  data  license  agreements  that  may have  been  entered  into by
      Bombardier  and  Northwest  may not be  disclosed or assigned to any other
      party without Bombardier's prior written consent.

4.4   REVISION SERVICE

      A.       Revision services for the Technical Data identified in Schedule
               III Annex A, Attachment B-1 shall be available at no charge for
               [*] following the Delivery Date of Northwest's first Aircraft.
               Subsequent revision service shall be provided at Bombardier's
               published rates.

      B.       [*]

      C.       Provided the revision service is being supplied under the terms
               of this Agreement or by subsequent purchase order, Bombardier
               shall incorporate in the applicable documents all applicable
               Bombardier originated Service Bulletins in a regular revision
               following formal notification by Northwest that such Service
               Bulletins shall be accomplished on Northwest's Aircraft. The
               manuals shall then contain both original and revised
               configuration until Northwest advises Bombardier in writing that
               one configuration is no longer required.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       21
<Page>

                     SCHEDULE III, ANNEX A - ATTACHMENT A-1

                               COURSE DESCRIPTIONS

1.0   FLIGHT CREW TRAINING PROGRAMS

               CRJ STANDARD FLIGHT CREW TRAINING (FMS) - PILOT

               This training consists of up to eighty (80) hours of classroom
               instruction including Computer Based Training ("CBT"), Cockpit
               Procedures Trainer ("CPT") and/or Flight Training Device ("FTD").
               This is followed by eight (8) training sessions plus one (1)
               check ride session (for a total of nine (9) sessions) in a TC or
               FAA approved flight simulator for each crew trained. Each mission
               shall consist of four (4) hours in the simulator and required
               briefing/debriefing sessions. Each pilot attending the course
               receives one (1) copy of the Pilot Training Reference Manual
               (without revision service).

               IN-FLIGHT TRAINING

               Should Northwest require on-aircraft flight training, such
               training shall be conducted in Northwest's Aircraft after the
               Delivery Date. Upon request, Bombardier would be pleased to
               provide a proposal for such In-flight training. Northwest shall
               be responsible for the cost of fuel, oil, landing fees, Taxes,
               insurance as set forth in Article 4 below, maintenance, and other
               associated operating expenses required for the Aircraft during
               such training.

               ADDITIONAL SIMULATOR TRAINING

               Additional simulator training can be purchased to supplement the
               simulator training provided in the CRJ standard flight crew
               training above which would assist to qualify the Pilots as
               Instructor Pilots.

               FLIGHT ATTENDANT COURSE

               This course presents general information on the Aircraft and
               detailed information on the operation of the passenger safety
               equipment and emergency equipment. Each participant in this
               course receives one (1) copy of the Flight Attendant Training
               Guide which shall not be revised. Northwest shall assist
               Bombardier in the development of the Flight Attendant Training
               Guide to incorporate Northwest's specific equipment and
               procedures.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       22
<Page>

               FLIGHT DISPATCHER COURSE

               This course consists of classroom instruction covering general
               Aircraft familiarization, coverage of performance, flight
               planning, weight and balance and the Minimum Equipment List.
               Bombardier shall furnish for each participant in this course one
               (1) copy of the Flight Crew Operating Manual which shall not be
               revised.

2.0   MAINTENANCE TRAINING

               CRJ AIRFRAME AND POWERPLANT SYSTEMS MAINTENANCE COURSE

               This course shall emphasize detailed systems description,
               operation, and routine line maintenance practices. The course
               material shall be principally mechanical with electrical and
               avionics information for overall systems comprehension. The
               course duration shall be for a maximum of twenty-five (25)
               working days.

               CRJ ELECTRICAL AND AVIONICS SYSTEMS MAINTENANCE COURSE

               This course shall emphasize detailed systems description,
               operation and routine line maintenance practices. The course
               material shall be principally electrical and avionics but shall
               include mechanical information for overall systems comprehension.
               The course duration shall be for a maximum of twenty-five (25)
               working days.

               GROUND HANDLING COURSE

               This course shall provide ramp service personnel with training to
               be able to tow and park Aircraft and perform routine ramp
               servicing tasks. Such training shall be conducted in class with a
               practical demonstration on Northwest's Aircraft after acceptance.

               GENERAL FAMILIARIZATION COURSE

               This course shall generally describe the Aircraft, the systems
               and the maintenance and support requirements. This course is
               primarily designed for Northwest's facilities planning, parts
               provisioning and aircraft management personnel. The course
               duration is for a maximum of five (5) working days.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       23
<Page>

               ENGINE RUN-UP COURSE

               This course enables Northwest's personnel to gain proficiency in
               engine and APU runs, cockpit management procedures, malfunctions
               and exceedences. A prerequisite for this course is satisfactory
               completion of the Airframe and Powerplant Systems Maintenance
               course.

               AVIONICS TECHNICIAN COURSE

               This course shall cover the components and operation of the
               Aircraft's avionics systems with emphasis on the interpretation
               of maintenance diagnostic indications.

               ELECTRICAL / MECHANICAL INTERFACE COURSE

               This course shall cover the components and operation of the
               Aircraft's airframe and powerplant systems, concentrating on the
               electrical/electronic interface and built-in testing.

               TAXI RUN COURSE

               This course enables Northwest's personnel to gain proficiency in
               taxiing of the Aircraft.

3.0   ADDITIONAL TRAINING ASSISTANCE

      Should any of Northwest's personnel require additional assistance training
      to enable successful completion of the above courses, Bombardier would be
      pleased to make recommendations on the required training assistance and
      provide a quotation for any additional assistance training services.

4.0   INSURANCE

             4.1    Northwest shall at all times during flight training in
                    Northwest's Aircraft secure and maintain in effect, at its
                    own expense, insurance policies covering the Aircraft
                    including without limitation:

                    a) liability insurance covering public liability, passenger,
                       crew, property and cargo damage in amounts not less than
                       [*] for any single occurrence;

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       24
<Page>

              4.2   The liability policy shall name Bombardier (and its
                    affiliates) as additional insured. All insurance policies
                    shall provide for payments despite any misrepresentations or
                    breach of warranty by any person (other than the assured
                    receiving payments) and shall not be subject to any offset
                    by any other insurance carried by Bombardier except that
                    Northwest shall not be required to provide insurance with
                    respect to the manufacturing, repair and maintenance
                    activities of Bombardier (and of its affiliates) and the
                    related potential liability (product or otherwise) arising
                    therefrom.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       25
<Page>

                     SCHEDULE III, ANNEX A - ATTACHMENT A-2

                    CUSTOMER SUPPORT SERVICES LIST AND PRICES

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------
CRJ 200 - CUSTOMER SUPPORT SERVICES PRICE LIST
----------------------------------------------------------------------------------------------------------------------
                                            COURSE     PRICE**           UNIT                  REMARKS
     TRAINING                              LENGTH*
----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>         <C>           <C>
CRJ - General Familiarization          3 to 5 days       [*]         per student
----------------------------------------------------------------------------------------------------------------------
CRJ Standard Flight Crew Training          20 days       [*]         per student   Includes groundschool and 9 sim
(FMS) - Pilot                                                                      sessions
----------------------------------------------------------------------------------------------------------------------
CRJ Pilot Differences Training              5 days       [*]         per student
----------------------------------------------------------------------------------------------------------------------
Dry Simulator Rental                                     [*]          per hour     Customer to supply qualified sim
                                                                                   instructor
----------------------------------------------------------------------------------------------------------------------
Wet Simulator Rental                                     [*]          per hour     Includes instructor
----------------------------------------------------------------------------------------------------------------------
Flight Dispatcher                           3 days       [*]         per student
----------------------------------------------------------------------------------------------------------------------
Flight Attendant Training                   4 days       [*]         per student   Minimum 4 students per class.
                                                                                   Above 4 students add $2000 more
                                                                                   for each student.
----------------------------------------------------------------------------------------------------------------------
CRJ Airframe and Powerplant Systems        25 days       [*]         per student
Maintenance Course
----------------------------------------------------------------------------------------------------------------------
CRJ Electrical and Avionics Systems        25 days       [*]         per student
Maintenance Course
----------------------------------------------------------------------------------------------------------------------
Engine Run-Up Training                       1 day       [*]         per student
----------------------------------------------------------------------------------------------------------------------
Electrical/Mechanical Interface            10 days       [*]         per student
Training
----------------------------------------------------------------------------------------------------------------------
Avionics Technician Training               10 days       [*]         per student
----------------------------------------------------------------------------------------------------------------------
Ground Handling                              1 day       [*]         per student
----------------------------------------------------------------------------------------------------------------------
Taxi Run Training                            2 hrs       [*]         per student
----------------------------------------------------------------------------------------------------------------------
</Table>

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       26
<Page>

                       ANNEX A - ATTACHMENT A-2 CONTINUED

                    CUSTOMER SUPPORT SERVICES LIST AND PRICES

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
                                            PRICE            UNIT                  REMARKS
----------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>
ON-SITE CUSTOMER TRAINING
(FIELD SERVICE)
----------------------------------------------------------------------------------------------------------
Field Service Representative or              [*]             per       For service immediately
Inventory Support Representative                          man-month    following the term identified
                                                                       in Article 1.2.2.
----------------------------------------------------------------------------------------------------------
Instructor Pilot                             [*]             per       route proving & line flying
                                                          man-month
----------------------------------------------------------------------------------------------------------
Maintenance Technician                       [*]             per       Maintenance assistance & OJT
                                                           man-month
----------------------------------------------------------------------------------------------------------
Maintenance Planning                         [*]             per       Maintenance Program Development
                                                          man-month
----------------------------------------------------------------------------------------------------------
</Table>

* Approximate course length

** All prices are Bombardier's published list prices as of the date of this
proposal. All prices quoted are in year 2000 U.S. funds and are subject to
change without prior notice.

All training provided in the English language at a Bombardier designated
facility.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       27
<Page>

                            ANNEX A - ATTACHMENT B-1
                             LIST OF TECHNICAL DATA

With the delivery of the first Aircraft, Bombardier will provide to Northwest at
no additional charge the Technical Data listed in the table below in the
quantities indicated, in hardcopy format or if available, CD-ROM at Northwest's
discretion.

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------
                       CL 600-2B19 SERIES 200                           CSP NO.      CUSTOMIZED     TOTAL QUANTITY
                          TECHNICAL MANUALS                                                            QUANTITY
----------------------------------------------------------------------------------------------------------------------
                          PUBLICATION TITLE
----------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>
Airplane Flight Manual (AFM)                                             A-012           X
----------------------------------------------------------------------------------------------------------------------
Flight Crew Operating Manual (FCOM)                                      A-013           X
----------------------------------------------------------------------------------------------------------------------
Quick Reference Handbook (QRH)                                           A-022           X
----------------------------------------------------------------------------------------------------------------------
Pilot's Checklist                                                        A-017           X
----------------------------------------------------------------------------------------------------------------------
Passenger Information Sheet                                              A-048
----------------------------------------------------------------------------------------------------------------------
Weight and Balance Manual                                                A-041           X
----------------------------------------------------------------------------------------------------------------------
Flight Planning & Cruise Control Manual-Hot 3B1 (Metric)                 A-085
----------------------------------------------------------------------------------------------------------------------
Airport Planning Manual (APM)                                            A-020
----------------------------------------------------------------------------------------------------------------------
Crash Crew Chart                                                         A-072           X
----------------------------------------------------------------------------------------------------------------------
Dispatch Deviation Guide (DDG) (FAA)                                     A-046
----------------------------------------------------------------------------------------------------------------------
Master Minimum Equipment List (MMEL) (FAA)                               A-045
----------------------------------------------------------------------------------------------------------------------
Maintenance Facilities and Equipment Planning Manual                     A-035
----------------------------------------------------------------------------------------------------------------------
Maintenance Planning Manual (MPM)                                        A-054           X
----------------------------------------------------------------------------------------------------------------------
Maintenance Requirements Manual (MRM)                                    A-053
----------------------------------------------------------------------------------------------------------------------
Maintenance Task Cards                                                   A-089           X
----------------------------------------------------------------------------------------------------------------------
*Aircraft Maintenance Manual (AMM)                                       A-001           X+
----------------------------------------------------------------------------------------------------------------------
*Powerplant Build-up Manual (PPBM)                                       A-002
----------------------------------------------------------------------------------------------------------------------
Powerplant Ground Run Manual                                             A-056
----------------------------------------------------------------------------------------------------------------------
*Wiring Diagram Manual (WDM)                                             A-003           X
----------------------------------------------------------------------------------------------------------------------
System Schematic Manual (SSM)                                            A-004           X
----------------------------------------------------------------------------------------------------------------------
*Illustrated Parts Catalogue (IPC)                                       A-006           X
----------------------------------------------------------------------------------------------------------------------
Illustrated Tool & Equipment Manual (ITEM)                               A-007
----------------------------------------------------------------------------------------------------------------------
*Structural Repair Manual (SRM)                                          A-008
----------------------------------------------------------------------------------------------------------------------
Fault Isolation Manual (FIM)                                             A-009
----------------------------------------------------------------------------------------------------------------------
Non-Destructive Test Manual (NDT)                                        A-010
----------------------------------------------------------------------------------------------------------------------
Master Index of Technical Publications                                   A-011
----------------------------------------------------------------------------------------------------------------------
Component Maintenance Manual (CMM)                                       A-033
----------------------------------------------------------------------------------------------------------------------
Refuel/Defuel Handbook                                                   A-021
----------------------------------------------------------------------------------------------------------------------
Computer Self-Test/Bite Reset Users Guide                                A-047
----------------------------------------------------------------------------------------------------------------------
ATA Chapter Breakdown                                                    A-064
----------------------------------------------------------------------------------------------------------------------
Service Bulletins/Service Letters
----------------------------------------------------------------------------------------------------------------------
</Table>

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       28
<Page>

*  SHALL BE AVAILABLE IN CD-ROM OR OTHER ELECTRONIC MEDIA THAT BOMBARDIER ELECTS
   TO MAKE AVAILABLE TO ITS OPERATORS GENERALLY.
+  PROVIDED TAKEN IN ELECTRONIC FORMAT

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       29
<Page>

                            ANNEX A - ATTACHMENT B-2

                     TECHNICAL PUBLICATIONS LIST AND PRICES

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------
     CRJ 200 - TECHNICAL PUBLICATIONS PRICE LIST
----------------------------------------------------------------------------------------------------------------------
                                                          PUBLICATION NO.     PRICE *
----------------------------------------------------------------------------------------------------------------------
                     DOCUMENT TITLE                                            PAPER         CD-ROM      CD-ROM
                                                                                             SINGLE      NETWORK
----------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>           <C>
Aircraft Maintenance Manual (AMM - Part II)                  CSP A-001          [*]           [*]
----------------------------------------------------------------------------------------------------------------------
System Description Section (AMM - Part I)
----------------------------------------------------------------------------------------------------------------------
Power Plant Build-Up Manual                                  CSP A-002          [*]           [*]
----------------------------------------------------------------------------------------------------------------------
Wiring Diagram Manual (WDM)                                  CSP A-003          [*]           [*]
----------------------------------------------------------------------------------------------------------------------
System Schematic Manual                                      CSP A-004          [*]
----------------------------------------------------------------------------------------------------------------------
Aircraft Illustrated Parts Catalog (AIPC)                    CSP A-006          [*]           [*]
----------------------------------------------------------------------------------------------------------------------
Illustrated Tool & Equipment Manual (ITEM)                   CSP A-007          [*]
----------------------------------------------------------------------------------------------------------------------
Structural Repair Manual (SRM)                               CSP A-008          [*]           [*]
----------------------------------------------------------------------------------------------------------------------
Fault Isolation Manual (FIM)/System                          CSP A-009          [*]
Schematic Manual (SSM)
----------------------------------------------------------------------------------------------------------------------
Non-Destructive Test Manual (NDT)                            CSP A-010          [*]
----------------------------------------------------------------------------------------------------------------------
Master Index of Technical Publications                       CSP A-011          [*]
----------------------------------------------------------------------------------------------------------------------
Airplane Flight Manual (AFM)                                 CSP A-012          [*]
----------------------------------------------------------------------------------------------------------------------
Flight Crew Operating Manual (FCOM)                          CSP A-013          [*]
----------------------------------------------------------------------------------------------------------------------
Flight Planning and Cruise Control - Metric (FPCC)           CSP A-015          [*]
----------------------------------------------------------------------------------------------------------------------
Dispatch Deviation Guide                                     CSP A-016          [*]
----------------------------------------------------------------------------------------------------------------------
Pilot Checklist                                              CSP A-017          [*]
----------------------------------------------------------------------------------------------------------------------
Flight Planning and Cruise Control - Imperial (FPCC)         CSP A-018          [*]
----------------------------------------------------------------------------------------------------------------------
Airport Planning Manual (APM)                                CSP A-020          [*]
----------------------------------------------------------------------------------------------------------------------
Refuel/Defuel Handbook                                       CSP A-021          [*]
----------------------------------------------------------------------------------------------------------------------
Quick Reference Handbook (QRH)                               CSP A-022          [*]
----------------------------------------------------------------------------------------------------------------------
Airframe/Engine Maintenance Training Manual                  CSP A-024          [*]
----------------------------------------------------------------------------------------------------------------------
Avionics/Electrical Maintenance Training Manual              CSP A-025          [*]
----------------------------------------------------------------------------------------------------------------------
RJ Familiarization Training Manual                           CSP A-026          [*]
----------------------------------------------------------------------------------------------------------------------
Component Maintenance Manuals (CMM)                          CSP A-033          [*]
----------------------------------------------------------------------------------------------------------------------
</Table>

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       30
<Page>

                       ANNEX A - ATTACHMENT B-2 CONTINUED

                     TECHNICAL PUBLICATIONS LIST AND PRICES

<Table>
<S>                                                          <C>                <C>
--------------------------------------------------------------------------------------
Pilot Reference Manual                                       CSP A-034
Volume I - Systems                                                              [*]
Volume II - Procedures                                                          [*]
--------------------------------------------------------------------------------------
Maintenance Facilities and Equipment Planning Manual         CSP A-035          [*]
(MFEPM)
--------------------------------------------------------------------------------------
Ramp Servicing Training Manual                               CSP A-040          [*]
--------------------------------------------------------------------------------------
Weight and Balance Manual (WBM)                              CSP A-041          [*]
--------------------------------------------------------------------------------------
Master Minimum Equipment Manual (MMEL) - TC                  CSP A-044          [*]
--------------------------------------------------------------------------------------
Master Minimum Equipment Manual (MMEL) - FAA                 CSP A-045          [*]
--------------------------------------------------------------------------------------
Dispatch Deviation Guide (FAA)                               CSP A-046          [*]
--------------------------------------------------------------------------------------
Computer Self-Test/Bite Reset User Guide                     CSP A-047
--------------------------------------------------------------------------------------
Maintenance Requirements Manual (MRM)                        CSP A-053          [*]
--------------------------------------------------------------------------------------
Maintenance Planning Manual (MPM)                            CSP A-054          [*]
--------------------------------------------------------------------------------------
Power Plant Ground Run Manual                                CSP A-056          [*]
--------------------------------------------------------------------------------------
ATA Chapter Breakdown                                        CSP A-064          [*]
--------------------------------------------------------------------------------------
Crash Crew Chart                                             CSP A-072          [*]
--------------------------------------------------------------------------------------
Flight Planning & Cruise Control 3B1 - Basic Metric          CSP A-083          [*]
--------------------------------------------------------------------------------------
Flight Planning & Cruise Control 3B1 - Hot/High Metric       CSP A-085          [*]
--------------------------------------------------------------------------------------
Flight Planning & Cruise Control 3B1 - Hot/High Imperial     CSP A-086          [*]
--------------------------------------------------------------------------------------
Maintenance Task Cards                                       CSP A-089          [*]
--------------------------------------------------------------------------------------
Service Bulletins/Service Letters                                               [*]
--------------------------------------------------------------------------------------
Passenger Information Sheet
--------------------------------------------------------------------------------------
</Table>

* All prices are Bombardier's published list prices as of the date of this
proposal. All prices quoted are in year 2000 U.S. funds and are subject to
change without prior notice.

Subject to Annex A, Article 4.4, revision service for manuals may be purchased
at the rate of ten percent (10%) of the price of the applicable manual for each
year of revision service.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       31
<Page>

                             ANNEX B TO SCHEDULE III

                        WARRANTY AND SERVICE LIFE POLICY

ARTICLE 1  -  WARRANTY

The following warranty is that to which reference is made in Article 3 of the
Agreement.

1.1   WARRANTY

      1.1.1    Subject to Schedule III - Annex B Articles 1.9, 1.10, and 2.0,
               Bombardier warrants that, at the date of delivery of the Aircraft
               or Bombardier Part, as applicable:

               a)   the Aircraft shall conform to the Specification, except that
                    any matter stated in the Specification as type
                    characteristics, estimates or approximations is excluded
                    from this Warranty;

               b)   the Aircraft shall be free from defects caused by the
                    failure of Bombardier to install a Vendor Part or Powerplant
                    Part in accordance with instructions of the vendor;

               c)   the Bombardier Parts shall be free from defects in material
                    or workmanship (including, without limitation, processes of
                    manufacturing); and

               d)   the Bombardier Parts shall be free from defects in design
                    (including, without limitation, selection of materials),
                    having regard to the state of the art as of the date of such
                    design.

      1.1.2    The Warranty set forth in Schedule III - Annex B Article 1.1.1(c)
               and (d) above shall also be applicable to Bombardier Parts
               purchased as Spare Parts.

      1.1.3    Bombardier further warrants that, at the time of delivery, the
               Technical Data shall be free from error.

1.2   WARRANTY PERIOD

      1.2.1    The Warranty set forth in Schedule III - Annex B Article 1.1
               shall remain in effect for any defect covered by the Warranty (a
               "Defect") becoming apparent during the following periods
               (individually, the "Warranty Period"):

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       32
<Page>

               a)   for failure to conform to the Specification and in the
                    installation referred to in Schedule III - Annex B Article
                    1.1.1(a) and 1.1.1(b), [*] months from the Delivery Date;

               b)   for those Defects in material or workmanship in Bombardier
                    Parts referred to in Schedule III - Annex B Article 1.1.1(c)
                    and 1.1.2, [*] months from the date of delivery of such
                    parts;

               c)   for those Defects in design referred to in Schedule III -
                    Annex B Article 1.1.1(d) and 1.1.2, [*] months from the date
                    of delivery of such parts; and

               d)   for errors in the Technical Data referred to in Schedule III
                    - Annex B Article 1.1.3, [*] months from the date of
                    delivery of the applicable Technical Data.

1.3   REPAIR, REPLACEMENT OR REWORK

      As to each matter covered by this Warranty Bombardier's sole obligation
      and liability under this Warranty is expressly limited to correction by,
      at Bombardier's election, the repair, replacement or rework of the
      defective part or item of Technical Data. [*]

      [*]

1.4   CLAIMS INFORMATION

      Bombardier's obligations hereunder are subject to a Warranty claim being
      submitted in writing to Bombardier's warranty administrator, which claim
      shall include the following information:

      a)   the identity of the part or item involved, including the Part number,
           serial number if applicable  nomenclature and the quantity claimed to
           be defective;

      b)   the manufacturer's  serial number of the Aircraft from which the part
           was removed;

      c)   the date the claimed Defect became apparent to Northwest;

      d)   the total flight hours (and cycles if applicable) accrued on the part
           at the time the claimed Defect became apparent to Northwest; and

      e)   a description of the claimed Defect and the circumstances  pertaining
           thereto.

      [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       33
<Page>

1.5   BOMBARDIER'S APPROVAL

      [*]

1.6   TIMELY CORRECTIONS

      Bombardier shall make the repair, replacement or rework, following receipt
      of the defective part or item, with reasonable care and dispatch. [*]

1.7   LABOUR REIMBURSEMENT

      For correction of Defects Bombardier shall establish a reasonable estimate
      for the labour hours required for the repair, replacement or rework of the
      defective Bombardier Part and, if the repair, replacement or rework is
      performed by Northwest, Bombardier shall reimburse Northwest for
      Bombardier reasonably estimated hours using Bombardier's published repair
      estimates if any exist for the repair, replacement or rework of the
      defective Bombardier Part excluding any work necessary to gain access to
      said Bombardier Part. [*]

1.8   APPROVAL, AUDIT, TRANSPORTATION AND WAIVER

      All Warranty claims shall be subject to audit and approval by Bombardier.
      Northwest must make its warranty claim within ninety (90) days of its
      discovery of the defect. [*]

1.9   LIMITATIONS

      1.9.1    Bombardier shall be relieved of and shall have no obligation or
               liability under this Warranty if:

               a)   the Aircraft was operated with any products or parts not
                    specifically approved by Bombardier, unless Northwest
                    furnishes reasonable evidence to Bombardier that such
                    products or parts were not a cause of the Defect; or

               b)   the Aircraft was not operated or maintained in accordance
                    with the Technical Data listed in Attachment A of Schedule
                    III - Annex A and the manufacturer's documentation furnished
                    to Northwest (including Service Bulletins and airworthiness
                    directives) unless Northwest furnishes reasonable evidence
                    acceptable to Bombardier that such operation or maintenance
                    was not a cause of the Defect; or

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       34
<Page>

               c)   the Aircraft was not operated under normal airline use,
                    unless Northwest furnishes reasonable evidence acceptable to
                    Bombardier that such operation was not a cause of the
                    Defect; or

               d)   Northwest does not

                 1)  report the Defect in writing to Bombardier's Warranty
                     administrator within ninety (90) calendar days following
                     such Defect becoming apparent, and
                 2)  retain the Bombardier Part claimed to be defective until
                     advised by Bombardier to return such Bombardier Part to
                     Bombardier's designated facility in order for Bombardier to
                     finalize its evaluation of the Warranty claim or to
                     otherwise dispose of such Bombardier Part; or

               e)   Northwest does not submit reasonable proof to Bombardier
                    within ninety (90) calendar days after the Defect becomes
                    apparent that the Defect is due to a matter covered within
                    this Warranty; or

               f)   Northwest does not allow Bombardier reasonable opportunity
                    to be present during the disassembly and inspection of the
                    Bombardier Part claimed to be defective (unless it was
                    necessary for Northwest to correct the defect in order to
                    avoid an adverse affect on its scheduled flight operations).

      1.9.2    The above warranties do not apply to Buyer Furnished Equipment.

1.10  NORMAL USAGE

      Normal wear and tear of expendable items and the need for regular
      maintenance and overhaul shall not constitute a Defect or failure under
      this Warranty.

1.11  OVERHAUL OF WARRANTY PARTS

      Bombardier's liability for a Bombardier Part which has a Defect and is
      overhauled by Northwest within the Warranty Period shall be limited only
      to that portion of the labour and material replacement related to the
      Defect.

1.12  NO FAULT FOUND

      In the event that a Bombardier Part returned under a Warranty claim is
      subsequently established to be serviceable then Bombardier shall be
      entitled to charge and recover

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       35
<Page>

      from Northwest any reasonable costs incurred by Bombardier in connection
      with such Warranty claim. [*]

ARTICLE 2  -  VENDOR WARRANTIES

2.1   WARRANTIES FROM VENDORS

      The Warranty provisions of this Schedule III - Annex B apply to Bombardier
      Parts only. [*] Except as specifically provided under this Schedule III -
      Annex B Article 2, Bombardier shall have no liability or responsibility
      for any such Vendor Parts and Power Plant Parts and the warranties for
      those Vendor Parts and Power Plant Parts shall be the responsibility of
      the vendor and a matter as between Northwest and vendor.

2.2   VENDOR WARRANTY BACKSTOP

      For those Vendor Parts installed on the Aircraft at the Delivery Date or
      subsequently purchased through Bombardier, excluding the Powerplant or the
      Power Plant Parts, in the event that a vendor is in default in the
      performance of any obligation under any applicable warranty obtained by
      Bombardier from such vendor pursuant to Schedule III - Annex B Article 2.1
      above, the warranties and all other terms and conditions of Schedule III -
      Annex B Article 1 shall become applicable as if the Vendor Parts had been
      a Bombardier Part, except that the warranty period shall be the Warranty
      Period as set forth herein or by the vendor's warranty, whichever is
      shorter and all transportation costs associated with the Vendor Parts
      shall be borne by Northwest.

2.3   BOMBARDIER'S INTERFACE COMMITMENT

      In the event of a dispute in the application of a Vendor Part warranty, at
      Northwest's request addressed to Bombardier's warranty administrator,
      Bombardier shall, without charge, promptly conduct an investigation and
      analysis of any such dispute resulting from a technical interface problem
      to determine, if possible, the cause of the interface problem and then
      recommend feasible corrective action. Northwest shall furnish to
      Bombardier all data and information in Northwest's possession relevant to
      the interface problem and shall cooperate with Bombardier in the conduct
      of its investigation and such tests as may be required. Bombardier, at the
      conclusion of its investigation, shall advise Northwest in writing of
      Bombardier's opinion as to the cause of the problem and Bombardier will
      use reasonable efforts to assist Northwest in collection of warranty
      items.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       36
<Page>

ARTICLE 3  -  SERVICE LIFE POLICY

3.1   APPLICABILITY

      The Service Life Policy ("SLP") described in this Schedule III - Annex B
      Article 3 shall apply if a failure may reasonably be expected to occur [*]
      in any Covered Component which is defined in Schedule III - Annex B
      Article 3.6 below.

3.2   TERM

      3.2.1    Should failures occur in any Covered Component within the months
               or cycles identified in the table below

<Table>
                <S>     <C>     <C>      <C>
              ----------------------------------
                [*]     [*]     [*]      [*]
              ----------------------------------
                [*]     [*]     [*]
              ----------------------------------
                [*]     [*]              [*]
              ----------------------------------
                [*]     [*]     [*]      [*]
              ----------------------------------
</Table>

               following delivery of the Aircraft containing such Covered
               Component, Bombardier shall, as promptly as practicable and at
               its option;

               a)   [*]

               b)   [*]

3.3   PRICE

      3.3.1    Any Covered Component, [*] is required to furnish under this SLP
               shall be provided for at a price calculated in accordance with
               the following formula:

               P    =   [*]

               Where:

               P    =   Price of Covered Component to Northwest;

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       37
<Page>

               [*]
               [*]

      3.3.2    [*]

3.4   CONDITIONS AND LIMITATIONS

      3.4.1    The following general conditions and limitations shall apply to
               the SLP:

               a)   the transportation cost for the return to Bombardier's
                    designated facility, if practicable, of any failed Covered
                    Component necessary for failure investigation or redesigning
                    studies shall be borne by Northwest;

               b)   Bombardier's obligations under this SLP are conditional upon
                    the submission of reasonable proof acceptable to Bombardier
                    that the failure is covered hereby;

               c)   Northwest shall report any failure of a Covered Component in
                    writing to Bombardier's warranty administrator within ninety
                    (90) days after such failure becomes evident. Failure to
                    give this required notice shall excuse Bombardier from all
                    obligations with respect to such failure;

               d)   the provisions of Schedule III - Annex B Article 1.9 of the
                    Warranty (except for subparagraphs (d) and (e) thereof) are
                    incorporated by this reference and shall condition
                    Bombardier's obligations under this SLP with respect to any
                    Covered Component;

               e)   Bombardier's obligations under this SLP shall not apply to
                    any Aircraft which has not been correctly modified in
                    accordance with the specifications or instructions contained
                    in the relevant Service Bulletins which are furnished to
                    Northwest prior to receipt by Bombardier from Northwest of
                    any notice of an occurrence which constitutes a failure in a
                    Covered Component. The provisions of this subparagraph shall
                    not apply in the event that Northwest furnishes reasonable
                    evidence acceptable to Bombardier that such failure was not
                    caused by Northwest's failure to so modify the Aircraft, or,
                    if Northwest and Bombardier, acting reasonably, have jointly
                    determined that there has been insufficient time to
                    incorporate the Service Bulletin since its issue; and

               f)   this SLP shall not apply to a Covered Component where the
                    failure results from an accident, abuse, misuse, negligence
                    or wrongful act or omission, unauthorized repair or
                    modification adversely affecting a

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       38
<Page>

                    Covered Component, impact or foreign object damage, to any
                    Covered Component.

3.5   COVERAGE

      This SLP is neither a warranty, performance guarantee nor an agreement to
      modify the Aircraft to conform to new developments in design and
      manufacturing art. Bombardier's obligation is only as set forth in Article
      3.2.1 above.

3.6   COVERED COMPONENT

      Only those items or part thereof listed in Attachment A to this Schedule
      III - Annex B shall be deemed to be a Covered Component, and subject to
      the provisions of this SLP.

ARTICLE 4  -  GENERAL

4.1   It is agreed that Bombardier shall not be obligated to provide to
      Northwest any remedy which is a duplicate of any other remedy which has
      been provided to Northwest under any other part of this Schedule III -
      Annex B.

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       39
<Page>

                      SCHEDULE III - ANNEX B - ATTACHMENT A
                               COVERED COMPONENTS

[*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       40
<Page>

DELIVERY SCHEDULE - CONTINUED

                               [*] OPTION AIRCRAFT

                                       [*]

Purchase Agreement PA-0498
Northwest Airlines, Inc.

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       41
<Page>

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -1-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 1 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

AIRCRAFT CREDIT MEMORANDUM

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.


1.0   In consideration of Northwest having entered into the Agreement and as an
      adjustment to the Aircraft Purchase Price, Bombardier shall issue to
      Northwest, at the time of delivery of each of the Aircraft, a credit
      memorandum (the "Aircraft Credit Memorandum") in the amount of [*]. Each
      Aircraft Credit Memorandum will be issued in [*] and adjusted to the time
      of Aircraft delivery in accordance with the Economic Adjustment Formula in
      Article 4 of Schedule I to the Agreement. The Aircraft Credit Memorandum
      will be used by Northwest to pay the balance of the payment due for the
      Aircraft at the time of delivery.

2.0   In consideration for Northwest having entered into the Agreement,
      including this letter agreement, Bombardier agrees to [*]. Such amount
      shall be paid by [*] and shall be applied against the balance of the
      payment due for such Aircraft.

      [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -2-
<Page>

<Table>
                <S>      <C>
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
                [*]      [*]
              ------------------
</Table>

[*]

4.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

5.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

6.0   This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, this
letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.


Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -3-
<Page>

Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -4-
<Page>

                                  ATTACHMENT A

[*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -5-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 2 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

SIA CREDIT MEMORANDUM

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   In consideration of Northwest having entered into the above referenced
      Agreement Bombardier agrees to establish in favour of Northwest upon
      delivery and payment in full for each Aircraft a [*] ("SIA") credit
      memorandum that may be used, at Northwest's option, either for the
      purchase of goods and services directly from Bombardier or to reduce the
      purchase price of the Aircraft at delivery.

2.0   The SIA credit memorandum will be in the amount of [*] for each of the
      delivered Aircraft. [*]

[*]

5.0   In the event oftermination of the Agreement,  this letter agreement shall
      become null and void and Northwest will [*].

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -6-
<Page>

6.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

7.0   This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.


Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -7-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 3 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT")  BETWEEN  BOMBARDIER  INC.  REPRESENTED  BY  BOMBARDIER  AEROSPACE,
REGIONAL  AIRCRAFT  ("BOMBARDIER")  AND NORTHWEST  AIRLINES  INC.  ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.


OPTION AIRCRAFT


This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   In consideration of Northwest entering into the Agreement to purchase the
      Aircraft, Bombardier agrees to provide Northwest with the right to
      purchase an additional [*] (the "Option Aircraft") under the following
      terms and conditions. [*]

2.0   [*]

3.0   The Option Aircraft shall be offered for inspection and acceptance to
      Northwest at Bombardier's facility in Montreal, Quebec during the months
      or quarters proposed in Schedule II of the Agreement (the "Scheduled
      Delivery Date(s)"). Northwest shall exercise its right to purchase the
      Option Aircraft by providing to Bombardier its irrevocable written notice
      of its intention to do so no later than the first day of the [*] month
      prior to the applicable Scheduled Delivery Date of the applicable Option
      Aircraft.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -8-
<Page>

4.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

5.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

7.0   This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -9-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 04 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT

PURCHASE RIGHT AIRCRAFT

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   In consideration of Northwest entering into the Agreement to purchase the
      Aircraft, Bombardier agrees to provide Northwest with [*] (the "Purchase
      Right Aircraft") under the following terms and conditions. Unless stated
      otherwise in the Agreement,
      [*]

2.0   [*]

3.0   Following the receipt of Northwest's written request for [*] Purchase
      Right Aircraft, Bombardier will provide Northwest with [*] subject to the
      following: [*]

4.0   Within [*] business days of having received [*] for the Purchase Right
      Aircraft from Bombardier, Northwest shall have the option to exercise its
      right to any such Purchase Right Aircraft by providing Bombardier with
      written confirmation that it wishes to do so. [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -10-
<Page>

5.0   [*]

6.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

7.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

8.0   This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -11-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 05 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

AIRCRAFT DELIVERY FLEXIBILITY

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   AIRCRAFT DELIVERY [*]

      1.1      In consideration of Northwest having entered into the Agreement,
               Northwest may from time to time [*] the Scheduled Delivery Date
               of one (1) or more of the [*] ; that is, Northwest shall be
               allowed to [*], subject to the following:

               [*]

      1.2      If Bombardier is unable to accommodate a scheduled delivery date
               requested by Northwest, Bombardier may, subject to 1.1(iii) and
               (iv) above, elect to provide to Northwest Aircraft with [*]

      1.3      If Bombardier is unable to accommodate a scheduled delivery date
               within the timeframe provided for in Article 1.1(iii) above,
               Northwest may [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -12-
<Page>

      1.4      [*] under Article 1.3 shall [*] of Northwest and Bombardier
               hereunder with respect to such Aircraft Northwest wishes to [*]
               related undelivered items and services, except that Bombardier
               shall promptly [*], and Bombardier's sole liability and
               responsibility with respect to such Aircraft shall be limited to
               the [*]

2.0   [*]

      2.1      In consideration of Northwest having entered into the Agreement,
               Northwest may from time to time elect [*]

      2.2      Within five (5) business days of receiving Northwest's notice,
               Bombardier will provide to Northwest a [*].


3.0   AIRCRAFT DELIVERY FLEXIBILITY - GENERAL

      3.1      It is the intent of the parties to schedule quarterly meetings
               with each other to review Northwest's then current delivery
               requirements for [*], model mix requirements and Northwest's
               future requirements for delivery dates of [*]. Following such
               meetings, Bombardier will, in good faith and without limitation
               of its obligations under this letter agreement, [*], if any, in
               the [*] and/or [*], taking into account Bombardier's production
               requirements or restraints at the time of the request, and will
               provide feedback to Northwest with regards to the [*].

               [*]

4.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise provided in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

5.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

6.0   This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -13-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -14-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 06 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

AIRCRAFT CONVERSION TO CRJ SERIES 200 AIRCRAFT

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   In consideration of Northwest entering into the Agreement to purchase the
      Aircraft, and prior to delivery of an Aircraft to Northwest, Bombardier
      agrees to provide Northwest with the right to request, from time to time,
      conversion of such Aircraft to a 50 seat Canadair Regional Jet aircraft
      model CL-600-2B19 (the "CRJ-200") manufactured pursuant to specification
      no. RAD 601R-202 Rev B dated Feb 2000, as that specification may be
      modified from time to time (the "CRJ-200 Specification"), and as
      supplemented to reflect the incorporation of the Northwest selected
      optional features (the "CRJ-200 Northwest Selected Optional Features")
      listed in Attachment A to this letter agreement (the "Conversion Rights").

2.0   Northwest may exercise its Conversion Rights by providing written notice
      to Bombardier of its intent to do so no later than the first (1st) day of
      the [*] prior to the Scheduled Delivery Date of the CRJ-440 being
      converted. At the same time, Northwest shall, subject to Articles 7.3 to
      7.7 of the Agreement, provide to Bombardier three (3) seat pairs, complete
      with Northwest selected seat dress covers.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -15-
<Page>

3.0   Northwest recognizes that conversion of the Aircraft [*]

4.0   Should Northwest exercise its Conversion Rights by providing written
      notice to Bombardier of its intent to convert a CRJ-440 to a CRJ-200 no
      later than the first (1st) day of the [*] month prior to the Scheduled
      Delivery Date of the CRJ-440 being converted, [*]

5.0   Northwest shall be entitled to give only one (1) notice pursuant to this
      letter agreement with respect to each Aircraft.

6.0   [*]

7.0   Following transfer of title of the Aircraft, [*]

8.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

9.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

10.0  This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -16-
<Page>

Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions


LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -17-
<Page>

                                  ATTACHMENT A

                      NORTHWEST SELECTED OPTIONAL FEATURES
                        PRICES AND DESCRIPTIONS - CRJ-200

<Table>
<Caption>
     CR REF. #           OPTION DESCRIPTION                PRICE
     ---------           ------------------                -----

       <S>                      <C>
       [*]                      [*]
              [*]
</Table>

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -18-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 07 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

OPTION AIRCRAFT AND/OR PURCHASE RIGHT AIRCRAFT CONVERSION TO CRJ 700 OR CRJ 900
AIRCRAFT.

1.0   In consideration of Northwest entering into the Agreement to purchase the
      Aircraft, Bombardier agrees to provide Northwest with the right to
      request, from time to time, conversion of one (1) or more of the [*]
      Option Aircraft or [*] Purchase Right Aircraft, to an equivalent number of
      Canadair Regional Jet aircraft model CL600-2C10 Series 700 (the "CRJ 700")
      or Canadair Regional Jet aircraft model CL600-2D24 Series 900 (the "CRJ
      900") (the "CRJ700/CRJ900 Conversion Rights"), subject to availability of
      aircraft.

2.0   Northwest may exercise its CRJ700/CRJ900 Conversion Rights by providing
      written notice to Bombardier of its intent to convert an Aircraft delivery
      no later than the first (1st) day of the [*] month prior to the then
      Scheduled Delivery Date of the Aircraft to be converted. Within five (5)
      business days of receiving Northwest's notice, Bombardier will provide to
      Northwest a Scheduled Delivery Date for the CRJ 700 or the CRJ 900
      aircraft in question as close to Northwest's original Scheduled Delivery
      Date as it is reasonably able to do; [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -19-
<Page>

3.0   Within ten (10) business days of receipt of the revised scheduled delivery
      date for the CRJ 700 or CRJ 900 aircraft, Northwest will notify Bombardier
      whether it is electing to proceed with the conversion of purchase rights
      to the CRJ 700 or CRJ 900, at which time Northwest's election will become
      irrevocable. [*]

4.0   [*]

5.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

6.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

7.0   This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.
LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -20-
<Page>

--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -21-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 8 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

DISPATCH RELIABILITY

This letter agreement, when accepted by and agreed to by Northwest
contemporaneously with the execution of the Agreement, will evidence our further
agreement with respect to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   This letter agreement constitutes an integral part of the Agreement and
      evidences our further agreement with the matters set forth below. All
      terms used herein and in the Agreement and not defined herein, shall have
      the same meaning as in the Agreement.

2.0   INTENT

      The intent of the Dispatch Reliability Guarantee ("DRG") is to achieve the
      full potential of the inherent technical reliability of Northwest's [*]
      through the joint efforts of Bombardier and Northwest. To that end,
      Bombardier agrees to take action as specified below and Northwest agrees
      to set its Aircraft fleet dispatch reliability target equal to or greater
      than the applicable Guarantee Value so that both Northwest and
      Bombardier's technical staff can pursue attainment of the applicable
      Guarantee Value.

3.0   DEFINITION

      For the purposes of this guarantee, a chargeable technical delay shall be
      any delay greater than fifteen (15) minutes beyond scheduled revenue
      departure time caused

LA 0498-18 (Vendor Matrix)

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    Exchange Commission pursuant to a request for confidential treatment.

                                      -22-
<Page>

      by malfunction of equipment affecting any of the Aircraft ("Chargeable
      Technical Delay") provided that no more than one (1) Chargeable Technical
      Delay shall be charged to a specific malfunction of a specific Aircraft.

4.0   GUARANTEE VALUE

      Bombardier guarantees that the Aircraft fleet dispatch reliability with
      respect to avoidance of Chargeable Technical Delays shall, at the end of
      the periods commencing with the date of start of revenue service of
      Northwest's first delivered Aircraft indicated below, meet the guarantee
      value percentages specified below ("Guarantee Value") as indicated [*]:

<Table>
<Caption>
                  PERIOD*                                          GUARANTEE VALUE (%)
                  -------                                          -------------------
              <S>                                                       <C>
              First twelve months                                       [*]
              Months thirteen to twenty-four                            [*]
              Months twenty-five to thirty-six                          [*]
              Months thirty-seven to forty-eight                        [*]
              Months forty-nine to sixty                                [*]
</Table>

              *   After delivery of the first Aircraft under this Agreement

      [*]

5.0   TERM OF GUARANTEE

      The term of this DRG shall commence upon the execution of this Agreement
      and shall expire five (5) years after delivery of the first Aircraft under
      this Agreement.

6.0   FORMULA

      As the term is used herein, "dispatch reliability" shall be an average
      numerical value (expressed as a percentage) during the guarantee periods
      specified which shall be calculated by application of the following
      formula:

      DR   =  100(1 - CD/SD)

      Where:

      DR   =  Dispatch Reliability (expressed as percentage)

      CD   =  Total Chargeable Technical Delays.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -23-
<Page>

      SD   =  Total Scheduled Revenue Departures

7.0   ASSUMPTIONS

      [*]

8.0   CONDITIONS AND LIMITATIONS

      8.1      Intentionally Left Blank.

      8.2      Any delay due to any one or more of the following causes, or any
               of the delays identified in "Attachment A", with the exception of
               those listed as Chargeable Technical Delays, shall not be
               considered a Chargeable Technical Delay in computing compliance
               with this DRG:

               a)   Delay due to unavailability of trained personnel
                    (Northwest's, Permitted Assignee's or their contractor's);

               b)   Delay caused by problems that have had relevant recommended
                    Service Bulletins or Airworthiness Directives issued against
                    them, if Northwest has not incorporated the bulletin on the
                    Aircraft in question, provided that Northwest has had
                    reasonable time to incorporate said bulletin or directive
                    consistent with Northwest's maintenance program. Bombardier
                    shall not exclude delays for Service Bulletins not
                    incorporated by Northwest when Northwest has demonstrated
                    that the recommended Service Bulletin in question is not
                    cost effective for Northwest. In the event of a disagreement
                    between Bombardier and Northwest as to the
                    cost-effectiveness of a recommended Service Bulletin change
                    proposed by Bombardier, Northwest will explain its financial
                    analysis used to evaluate the implementation of such
                    recommended Service Bulletin;

               c)   Delay caused by BFE of Northwest or Northwest designated
                    equipment (equipment designated by Northwest and purchased
                    by Bombardier on behalf of Northwest);

               d)   Delay due to any modifications to the Aircraft made by
                    Northwest not in accordance with Bombardier approved data
                    unless such modification was not a prime cause of the delay;
                    or

LA 0498-18 (Vendor Matrix)

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    Exchange Commission pursuant to a request for confidential treatment.

                                      -24-
<Page>

               e)   Any delay due to acts of God or acts of third parties, force
                    majeure or Northwest's labour disputes.


      8.3      REPORTING

               Northwest shall provide to Bombardier not later than thirty (30)
               days after the last day of each month all reports pertaining to
               dispatch reliability as required by Northwest's regulatory
               authority. Northwest shall also provide a report to Bombardier of
               the corrective action for such Chargeable Technical Delays, and
               the information on modifications or Service Bulletins relevant to
               such Chargeable Technical Delays accomplished during each month.
               Northwest shall also provide Bombardier such other information
               and data as Bombardier may reasonably request for the purpose of
               analyzing Chargeable Technical Delays. Bombardier shall respond
               to the data in a timely manner and shall provide Northwest with a
               summary of fleetwide dispatch reliability reports on a monthly
               basis. Failure of Northwest to provide the data as required above
               shall void this letter agreement.

      8.4      MASTER RECORD

               The master record of dispatch reliability will be maintained by
               Bombardier in its format based upon information provided by
               Northwest as requested herein.

9.0   CORRECTIVE ACTION

      9.1      In the event Northwest's achieved Aircraft fleet twelve (12)
               month average dispatch reliability, as reported to Northwest by
               Bombardier for each preceding twelve (12) month period, fails to
               equal the applicable Guarantee Value for the applicable twelve
               (12) month guarantee period, or in the event that Northwest's
               achieved Aircraft fleet monthly average dispatch reliability, as
               reported to Northwest by Bombardier for each preceding month,
               falls below the applicable Guarantee Value for the applicable [*]
               period by at least [*], Bombardier and Northwest will jointly
               review the performance for that period to identify improvement
               changes required. [*]

      9.2      [*]

10.0  AUDIT


LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -25-
<Page>

      Upon five (5) business days prior written notification by Bombardier to
      Northwest and at Bombardier's expense, Bombardier shall have the right
      during normal business hours to audit all Northwest's data reported under
      Article 8.2 of this letter agreement, Northwest's applicable maintenance
      and operational practices and procedures, and applicable Aircraft records,
      where normally and customarily maintained, pertaining to dispatch
      reliability, Service Bulletin and Airworthiness Directive incorporation
      and modification of the Aircraft. Such audit shall not interfere with the
      conduct of business by Northwest nor shall Northwest be required to
      undertake or incur additional liability or obligations with respect to the
      audit.

11.0  IMPLEMENTATION OF CHANGES

      Northwest may, at its option, decline to implement any change proposed by
      Bombardier under [*]. If Northwest so declines, Bombardier may adjust the
      number of Chargeable Technical Delays by an amount consistent with the
      expected reduction in Chargeable Technical Delays based on reasonable
      substantiation to Northwest (including other operator experience, if any),
      of such expected reduction if such change had been incorporated.
      Bombardier shall not make adjustments when Northwest has reasonably
      demonstrated that such change is not cost effective to Northwest.

12.0  [*]

13.0  [*]

14.0  The provisions of this letter agreement are personal to Northwest and,
      except as otherwise provided in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

15.0  This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

16.0  In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void with respect to any undelivered
      Aircraft. The terms and conditions of this letter agreement will continue
      to apply, albeit with revised guarantee values to reflect a reduction in
      the number of Aircraft or changed circumstances, as applicable, to the
      Aircraft delivered prior to the date of termination.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -26-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Articles 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


----------------------------

Gregory A. May
Vice President - Aircraft Transactions


LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -27-
<Page>

                                 "Attachment A"

                               Northwest Airlines
               Delay Code Definitions -- Effective January 1, 2001

                         NON-CHARGEABLE TECHNICAL DELAYS

      CODE     DESCRIPTION

      ADM      AIRCRAFT DAMAGE - MAINTENANCE When an aircraft is damaged by NWA
               Maintenance personnel or other airlines/contract maintenance
               personnel, equipment, FOD etc., all subsequent delays or
               cancellations will be coded IRM or XQM. This would include delays
               and cancels that span multiple days due to the repair of the
               aircraft damage. SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE

      CXM      MUST RIDE - MAINTENANCE/PART(S)
               When aircraft is held to wait for part(s)/mechanic needed to
               return an aircraft or critical place of ground equipment to
               service at another station. MINIMUM TEXT REQUIREMENTS: Aircraft
               number, time the part was delivered to the departing aircraft,
               name of person approving delay to be taken to load part.

      DDM      DEPARTURE DELAY- TECHNICAL OPERATIONS
               Delay caused when NW line maintenance personnel or equipment are
               not ready to perform start and push back. When airstarts are
               required and are not ready the delay will be assigned to the
               department (TO or GO) responsible for airstart. When APU fails at
               departure, assign to DFM. MINIMUM TEXT REQUIREMENTS: Brief
               description of problem, door closure time, for "shared push"
               references include gate and flight number that caused delay.

      EIM      ENGINEERING INSPECTION
               Used when a delay occurs while waiting for inspection or
               engineering disposition or documentation to sign off repair
               authorization. SCEPTRE log page entry required.
               NOTE: FM REPORTABLE

      IPM      IRREGULAR PROCEDURES - MAINTENANCE
               When circumstances are not covered by normal policy or practices.
               This would include inoperative pushback vehicle headsets and
               correction of improperly deferred MEL's. etc.

LA 0498-18 (Vendor Matrix)

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    Exchange Commission pursuant to a request for confidential treatment.

                                      -28-
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                                 "Attachment A"

                               Northwest Airlines
               Delay Code Definitions -- Effective January 1, 2001

                         NON-CHARGEABLE TECHNICAL DELAYS

      CODE     DESCRIPTION

      IRM      IRREGULAR ROUTING - MAINTENANCE
               Irregular routing due to continuing delays following an
               originating mechanical delay or cancellation in originating
               station or downline station. Excludes parts related delays (PBM,
               PLM, PNM, PSM). Original aircraft number scheduled on flight,
               SCEPTRE log page entry/number, time the swap was initiated, name
               of Ops Planner or Aircraft Router, maximum delay is linked to
               Standard Service Times For Late Arriving Aircraft located on
               pages 2-4.

      LQM      LATE EQUIPMENT- MAINTENANCE
               A late operation of a flight caused by a maintenance delay a
               previous station.

      MBM      BASE MAINTENANCE
               To be used when the aircraft is produced late out of Base or
               intermediate Maintenance OR mechanical malfunctions observed
               during the first flight from or repetitively on subsequent
               flights after production from Base or intermediate Maintenance.
               All subsequent delays or cancellations are coded IRM or XQM and
               must reference the first segment delayed or canceled. This would
               include delays and cancellations that span multiple days.

      MLM      LINE MAINTENANCE
               To be used on the first segment delayed due the completion of a
               scheduled maintenance check. Only three possible ATA codes will
               accepted: 0514 -Overnight Line, 0515 - Turn Around or 0590 -
               Other Scheduled Checks. ie. B-Check.

      NOM      MAINTENANCE - CHECKED OK
               When a reported mechanical problem is checked out by the mechanic
               and found to be OK for service. No corrective action performed.
               SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE.

      ODM      OPERATIONAL DECISION - MAINTENANCE
               A discretionary maintenance action to accomplish a repair,
               inspection, or to close an open MEL item upon direction of a FAA
               inspector or Maintenance Control. Does not include situations
               where aircraft cannot be dispatched with an open MEL etc., due to
               weather, runway conditions, etc. (should be coded MTM). SCEPTRE
               log page entry required MINIMUM TEXT REQUIREMENTS: Name of
               maintenance controller/shift manager approving the delay. If FAA,
               state "FAA".
               NOTE: FAA REPORTABLE

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    Exchange Commission pursuant to a request for confidential treatment.

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                                 "Attachment A"

                               Northwest Airlines
               Delay Code Definitions -- Effective January 1, 2001

                         NON-CHARGEABLE TECHNICAL DELAYS

      CODE     DESCRIPTION

      PLM      LATE FROM STORES
               Parts are allocated or pooled and available but an inordinate
               amount of time is spent getting these parts to the aircraft or
               parts delivered to the wrong gate. Refer to "PARTS Delivery
               Standards for Line Maintenance Operations" located on pages 9
               &10.
               NOTE: FAA REPORTABLE

      PQM      LATE EQUIPMENT - UPLINE PARTS DELAY
               Delay caused by the late arrival of an aircraft due to an upline
               parts delay (PBM/PLM/PNM/PSM).

      RBM      RETURN TO GATE DUE TO MAINTENANCE
               The aircraft departs from the gate and has to return due to
               maintenance. The difference between the block out and block in
               times is coded RBM. The remaining delay time is coded to the
               appropriate maintenance delay code.
               THERE MUST BE ANOTHER MAINTENANCE DELAY CODE TO ACCOMPANY THE RBM
               CODE.

      SVM      SERVICING - MAINTENANCE

               Normal servicing of fluids such as oil, hydraulic fluid, etc.,
               change of tire and brakes due to wear, cuts, chunking, low
               pressure; alternate fueling at a maintenance location, replacing
               oxygen bottles; thawing of frozen water system when protection is
               the responsibility of maintenance; complying with DDG on
               previously MEL'ed items; replacing amenity lights. SCEPTRE log
               page entry required.

      VEM      PASSENGER COMM./ENTERTAINMENT EQUIPMENT
               Delay caused by a mechanical problem with Vendor equipment
               on-board aircraft. i.e. AT&T/Avicom. SCEPTRE log page entry
               required.
               NOTE: FAA REPORTABLE


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                                 "Attachment A"

                               Northwest Airlines
               Delay Code Definitions-- Effective January 1, 2001

                           CHARGEABLE TECHNICAL DELAYS

      CODE     DESCRIPTION

      CIM     RESET/RECYCLE/EXERCISE COMPONENTS
               When a mechanical problem or maintenance fault massage Is
               corrected by reset, bite, recycling a component such as a circuit
               breaker, door, valve, switch, etc., also includes massages
               cleared by procedures such as TSM, F.I.M., LAND TESTS, etc.
               SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE

      DFM      DEFERRAL

               Delay caused by deferral of maintenance item for later repair
               i.e. MEL, CDL, LLM, MC Deferrals (also see DFF). SCEPTRE log page
               entry required. MINIMUM TEXT REQUIREMENTS: If problem was
               identified on inbound or outbound leg.
               NOTE: FAA REPORTABLE

      EQM      EQUIPMENT CHANGE DUE TO MECHANICAL MALFUNCTION
               When an aircraft has a no-go mechanical malfunction and/or has no
               MEL relief and a substitute aircraft is used. SCEPTRE log page
               entry for problem aircraft required. MINIMUM TEXT REQUIREMENTS:
               Original aircraft number scheduled on flight, SCEPTRE log page
               entry/number, time the swap was initiated, maximum delay is
               linked to Equipment Swap Service Times located on pages 11 & 12.
               NOTE: FAA REPORTABLE

      MTM      MECHANICAL MALFUNCTION
               A reported mechanical malfunction that requires corrective action
               by a mechanic. SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE

      PBM      PART(S) UNSERVICEABLE
               When component(s) or engine(s) received are unserviceable or
               mechanical malfunctions are observed during the first flight
               after installation or repetitively on subsequent flights after
               installation. SCEPTRE log-page and stock number entry required.
               NOTE: FAA REPORTABLE

      PNM      PART(S) SHORTAGE - NON-STATION ALLOCATED ITEM
               When required part(s) or accessories are not immediately
               available to correct the maintenance problem. i.e., part(s) not
               normally stocked at station. Includes all delays for robbed parts
               due to non-station allocation items. This code is also to be used
               when routing changes caused by lack of non-stocked parts induce
               delay(s). SCEPTRE log-page and stock number entry required.

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               NOTE: FAA REPORTABLE

      PSM      PART(S) SHORTAGE - STATION ALLOCATED ITEM
               A shortage of stocked part(s) or accessories required to correct
               or troubleshoot a maintenance problem. Includes all delays for
               robbed parts due to NIS of station allocation items. This code is
               to be used when routing changes caused by shortage of normally
               stocked parts induce delay(s). SCEPTRE log-page and stock number
               entry required.
               NOTE: FAA REPORTABLE


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<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 9 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

SCHEDULE COMPLETION RATE

This letter agreement, when accepted by and agreed to by Northwest
contemporaneously with the execution of the Agreement, will evidence our further
agreement with respect to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   This letter agreement constitutes an integral part of the Agreement and
      evidences our further agreement with the matters set forth below. All
      terms used herein and in the Agreement and not defined herein, shall have
      the same meaning as in the Agreement.

2.0   INTENT

      The intent of the Schedule Completion Rate Guarantee ("SCRG") is to
      achieve the full potential of the inherent technical reliability of
      Northwest's [*] through the joint efforts of Bombardier and Northwest. [*]
      To that end, Bombardier agrees to take action as specified below and
      Northwest agrees [*] so that both Northwest and Bombardier's technical
      staff can pursue attainment of the applicable Guarantee Value.

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3.0   DEFINITION

      A cancellation ("Chargeable Cancellation"), shall be defined as the
      deletion of a flight segment from Northwest's operating schedule caused by
      the malfunction of equipment affecting any of the Aircraft.

4.0   GUARANTEE VALUE

      Bombardier guarantees that the Aircraft fleet average schedule completion
      rate ("Scheduled Completion Rate") with respect to avoidance of Chargeable
      Cancellations shall, at the end of the periods commencing with the date of
      start of revenue service of Northwest's first delivered Aircraft indicated
      below, meet the guarantee value percentages specified below (the
      "Guarantee Values") as indicated [*] thereafter shall be in accordance
      with the following:

<Table>
<Caption>
               PERIOD*                                GUARANTEE VALUE (%)
               -------                                -------------------

               <S>                                           <C>
               First twelve months                           [*]
               Thirteen to twenty-four months                [*]
               Twenty-five to thirty-six months              [*]
               Thirty-six to forty-eight months              [*]
               Forty-nine to sixty months                    [*]
</Table>

               * After delivery of the first Aircraft under this Agreement

               [*]

5.0   TERM OF GUARANTEE

      The term of this SCRG shall commence upon the execution of this Agreement
      and shall expire five (5) years after delivery of the first Aircraft under
      the Agreement.

6.0   FORMULA

      As the term is used herein, Schedule Completion Rate shall be an average
      numerical value (expressed as a percentage) during the performance periods
      specified, which shall be calculated by application of the following
      formula:

             CR = 100 (1 - CC/SD)


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      Where: CR = Schedule Completion Rate (expressed as percentage)

             CC = Total Chargeable Cancellations.

             SD = Total Scheduled Revenue Departures

7.0   ASSUMPTIONS

      [*]

8.0   CONDITIONS AND LIMITATIONS

      8.1   Intentionally Left Blank.

      8.2   Any cancellation due to any one or more of the following causes, or
            any of the cancellations identified in "Attachment A", with the
            exception of those listed as Chargeable Cancellations, shall not be
            considered a Chargeable Cancellation in computing compliance with
            this SCRG:

      a)    Cancellation due to unavailability of trained personnel (Northwest's
            or Permitted Assignee's or their contractor's);

      b)    Cancellation caused by problems that have had relevant recommended
            Service Bulletins or Airworthiness Directives issued against them,
            if Northwest has not incorporated the Service Bulletin or
            Airworthiness Directive on the Aircraft in question, provided that
            Northwest has had reasonable time to incorporate said bulletin or
            directive consistent with Northwest's maintenance program.
            Bombardier shall not exclude cancellations for Service Bulletins not
            incorporated by Northwest when Northwest has demonstrated that the
            recommended Service Bulletin in question is not cost effective for
            Northwest. In the event of a disagreement between Bombardier and
            Northwest as to the cost-effectiveness of a recommended Service
            Bulletin change proposed by Bombardier, Northwest will explain its
            financial analysis used to evaluate the implementation of such
            recommended Service Bulletin;

      c)    Cancellation caused by buyer furnished equipment (BFE) of Northwest
            or Northwest designated equipment (equipment designated by Northwest
            and purchased by Bombardier on behalf of Northwest);

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      d)    Cancellation due to any modifications to the Aircraft made by
            Northwest not in accordance with Bombardier approved data unless
            such modification was not a prime cause of the cancellation; or
      e)    Any cancellation due to acts of God or acts of third parties, force
            majeure or Northwest's labour disputes.

      8.3   REPORTING

            Northwest shall provide to Bombardier not later than thirty (30)
            days after the last day of each month all reports as required by
            Northwest's regulatory authority relating to scheduled completion.
            Northwest shall also provide a report to Bombardier of any
            corrective action for such Chargeable Cancellations, and the
            information on modifications or Service Bulletins relevant to such
            Chargeable Cancellations accomplished during each month. Northwest
            shall also provide Bombardier such other information and data as
            Bombardier may reasonably request for the purpose of analyzing
            Chargeable Cancellations. Bombardier shall respond to the data in a
            timely manner and shall provide Northwest with a summary of
            fleetwide scheduled completion reports on a monthly basis
            approximately six (6) weeks after the end of the month. Failure of
            Northwest to provide the data as required above shall void this
            letter agreement.

      8.4   MASTER RECORD

            The master record of Schedule Completion Rate will be maintained by
            Bombardier in its format based upon information provided by
            Northwest as requested herein.

            Bombardier will provide a copy to Northwest of the data. Northwest
            shall review the data and if it is not in agreement with Northwest's
            records, Northwest and Bombardier will consult to resolve any
            differences.

9.0   CORRECTIVE ACTION

      9.1   In the event Northwest's achieved Aircraft fleet twelve (12) month
            average Schedule Completion Rate, as reported to Northwest by
            Bombardier for each preceding twelve (12) month period fails to
            equal the applicable Guarantee Value for the applicable twelve (12)
            month guarantee period, or in the event Northwest's achieved
            Aircraft fleet monthly average Schedule Completion Rate, as reported
            to Northwest by Bombardier for each preceding month, [*]

            [*]

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      9.2   [*]

10.0  AUDIT

      Upon five (5) business days prior written notification by Bombardier to
      Northwest and at Bombardier's expense, Bombardier shall have the right
      during normal business hours to audit all Northwest's data reported under
      Article 8.2 of this letter agreement, Northwest's applicable maintenance
      and operational practices and procedures, and applicable Aircraft records,
      where normally and customarily maintained, pertaining to scheduled
      completion, Service Bulletin and Airworthiness Directive incorporation and
      modification of the Aircraft. Such audit shall not interfere with the
      conduct of business by Northwest nor shall Northwest be required to
      undertake or incur additional liability or obligations with respect to the
      audit.

11.0  IMPLEMENTATION OF CHANGES

            Northwest may, at its option, decline to implement any change
      proposed by Bombardier [*]. If Northwest so declines, Bombardier may
      adjust the number of Chargeable Cancellations by an amount consistent with
      the expected reduction in Chargeable Cancellations based on reasonable
      substantiation to Northwest (including other operator experience, if any)
      if such change had been incorporated. Bombardier shall not make
      adjustments when Northwest has reasonably demonstrated that such change is
      not cost effective to Northwest.

12.0  [*]

13.0  [*]

14.0  The provisions of this letter agreement are personal to Northwest and,
      except as otherwise set forth in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier, which consent shall not be unreasonably withheld.

15.0  This letter agreement constitutes an integral part of the Agreement and is
      subject to the terms and conditions contained therein.

16.0  In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void with respect to all undelivered
      Aircraft. The terms and conditions of this letter agreement will continue
      to apply (albeit with revised guarantee values to reflect a reduced number
      of Aircraft or changed circumstances, as applicable) to

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    Exchange Commission pursuant to a request for confidential treatment.

                                      -38-
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the Aircraft delivered prior to the date of termination.

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    Exchange Commission pursuant to a request for confidential treatment.

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Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Articles 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------
Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


---------------------------

Gregory A. May
Vice President - Aircraft Transactions

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                                 "Attachment A"

                               Northwest Airlines
            Cancellation Code Definitions - Effective January 1, 2001

                          NON-CHARGEABLE CANCELLATIONS

      CODE     DESCRIPTION

      XEM      OPERATIONAL DECISION
               A discretionary maintenance action to accomplish a repair,
               inspection or to close an open MEL item upon direction of a FAA
               Inspector or Maintenance Official. Does not include situations
               where aircraft cannot be dispatched with an open MEL etc., due to
               weather, runway conditions, etc.(should be coded XYM).
               NOTE: FAA REPORTABLE

      XLM      SCHEDULED LINE MAINTENANCE
               To be used on the first segment canceled due to the completion of
               a scheduled maintenance check. Only four possible ATA codes will
               be accepted: 0513 - Through-Flight Line, 0514 - Overnight Line,
               0515 - Turn Around or 0590 - Other Scheduled Checks i.e. B-check.

      XSM      PART(S) SHORTAGE - STATION ALLOCATED ITEM
               A shortage of stocked part(s) or accessories required to correct
               a maintenance problem, includes all cancellation for robbed parts
               due to NIS of station allocated items. SCEPTRE log-page and stock
               number entry required.
               NOTE: FAA REPORTABLE

      XOM      MAINTENANCE - CHECKED OK
               When a reported mechanical problem is checked out by the mechanic
               and found to be OK for service or within limits. No maintenance
               performed. SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE

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                                 "Attachment A"

                               Northwest Airlines

            Cancellation Code Definitions - Effective January 1, 2001

                            CHARGEABLE CANCELLATIONS

      CODE     DESCRIPTION

      XMM      MEL/CDL DEFERRAL
               When Minimum Equipment List, Configuration Deviation List, Lower
               Landing Minimum, and/or any other deferral procedures cannot be
               used. SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE

      XPM      PART(S) UNSERVICEABLE
               When component(s) or engine(s) received are unserviceable or
               mechanical malfunctions are observed during the first flight
               after installation or repetitively on subsequent flights after
               installation. SCEPTRE log-page and stock number entry required.
               NOTE: FAA REPORTABLE

      XQM      EQUIPMENT MAINTENANCE
               Will be used on all subsequent segments canceled following an
               original mechanical malfunction cancel or delay. Example: Segment
               1 is canceled due to XTM or due to MTM delay. Segments 2, 3, and
               4 including the return balance of equipment will be coded XQM.
               NOTE: FAA REPORTABLE

      XNM      PART(S) SHORTAGE NON-STATION ALLOCATED ITEM
               When required part(s) or accessories are not immediately
               available to correct maintenance problem i.e., part(s) not
               normally stocked at station. Includes all cancellations for
               robbed parts due to non-station allocated Items. SCEPTRE log-page
               and stock number entry required.
               NOTE: FAA REPORTABLE

      XTM      MECHANICAL MALFUNCTION
               A reported mechanical that requires corrective action by a
               mechanic. SCEPTRE log page entry required.
               NOTE: FAA REPORTABLE

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                  NOTE: FAA REPORTABLE
JULY 6, 2001


Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Subject: AIRFRAME DIRECT MAINTENANCE COST GUARANTEE

Gentlemen,

LETTER AGREEMENT NO. 10 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   INTENT

      1.1      The intent of the Airframe direct maintenance cost guarantee is
               to achieve the full potential of the maintainability of
               Northwest's [*] through the joint efforts of Bombardier and
               Northwest. [*] To that end, Bombardier agrees to provide [*]
               pursuant to the terms and conditions hereof and Northwest agrees
               to provide data defined below.

      1.2      The "Airframe" shall mean [*]

2.0   AIRFRAME DIRECT MAINTENANCE COST GUARANTEE ("ADMCG")

      2.1      Bombardier guarantees that for the fleet of Aircraft operated by
               Northwest during the term of this letter agreement the cumulative
               average Airframe direct maintenance cost per flight hour for [*]
               shall not exceed a constant cumulative dollar value average of
               [*]

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               [*]

               2.1.3 Appropriate reductions shall be made in material costs per
                     flight hour for the following:

                     a)  Material costs resulting from maintenance not performed
                         in accordance with the Technical Data (as defined in
                         Article 4.1 of Schedule III, Annex A) and Federal
                         Aviation Regulations ("FAR's") 43, 65, 121 and 145 and
                         other FAR's as may become applicable to Northwest's
                         maintenance operations or from configuration changes
                         made by Northwest without Bombardier's written
                         agreement which have a material adverse effect on the
                         ADMRC and ADMEC, or because recommended Service
                         Bulletins which cause a material reduction in direct
                         maintenance cost have not been incorporated, provided
                         Northwest has had sufficient time to incorporate said
                         Service Bulletins consistent with Northwest's
                         maintenance program. Bombardier shall not make
                         reductions when Northwest has demonstrated that such
                         recommended Service Bulletin change is not cost
                         effective for Northwest. In the event of a disagreement
                         between Bombardier and Northwest as to the
                         cost-effectiveness of a recommended Service Bulletin
                         change proposed by Bombardier, Northwest will explain
                         its financial analysis used to evaluate the
                         implementation of such recommended Service Bulletin;

                     b)  Material costs incurred to repair damages resulting
                         from accidents, foreign object damage (FOD), negligence
                         in maintaining the Aircraft or for modification of the
                         Aircraft which is capitalized by Northwest (except for
                         actions on Airworthiness Directives);

                     c)  Credits, warranty payments, guarantee payments or other
                         payments such as parts or services at reduced cost that
                         Bombardier or vendors have made that compensate
                         Northwest for or reduce Northwest's direct maintenance
                         cost;

                     d)  Scheduled maintenance checks which are not accomplished
                         consistent with Northwest's standard maintenance
                         practices; and

                     e)  Material costs incurred due to shipping, transportation
                         and handling delays.

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3.0   CALCULATION OF COST

      3.1      AIRFRAME DIRECT MAINTENANCE MATERIAL COST ("ADMMC")

               The ADMMC is defined as the annual cost of material consumed,
               which excludes initial provisioning purchases, for the direct
               airframe maintenance of the Aircraft, less any transportation,
               duties, taxes or license fees. Notwithstanding Northwest's
               internal cost allocation system, all expendables and all elements
               of indirect material such as cleaning supplies, consumable tools,
               hydraulic fluids, oils and greases, welding supplies, sealants,
               paints, protective coatings, adhesives or material resulting from
               damage, misuse, or misdiagnosis (no fault found) provided such no
               fault founds were not a result of Northwest's following
               Bombardier's built in elctronic test equipment and/or
               troubleshooting procedures are excluded from the calculation of
               ADMMC.

      3.2      AIRFRAME DIRECT OUTSIDE SERVICE COST ("ADOSC")

               The ADOSC is defined as the annual cost expended in outside
               services for repair of rotable parts. The ADOSC shall include the
               total outside service charges of both labour and material costs,
               but excluding transportation and taxes.

      3.3      HOURLY AIRFRAME DIRECT MAINTENANCE ROTABLE COST ("ADMRC")

               The following formula shall be used to calculate the annual
               hourly ADMRC:

               ADMRC     =     ADMMC + ADOSC
                               -------------
                                     T
               Where:

               ADMMC     =     Airframe Direct Maintenance Material Cost,

               ADOSC     =     Airframe Direct Outside Service Cost,

               T         = Total flight hours for the Aircraft recorded for the
                           applicable year.

4.0   CREDIT CALCULATION

      4.1      The ADMRC calculated in accordance with sub paragraph 3.3 hereof
               shall be compared by Bombardier against the ADMRG on an annual
               basis.

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      4.2      If the ADMRC exceeds the ADMRG for the applicable year, Northwest
               will be credited with a compensation credit ("Qb") calculated in
               accordance with the following formula:

               Qb         =      [*]

               Where:

               Qb         =      Northwest's compensation credit in dollars when
                                 Qb is positive,

               ADMRC      =      The ADMRC values for the relevant year,

               ADMRG      =      Airframe Direct Maintenance Rotables Guarantee
                                 defined in Article  2.1 hereof,

               T          =      Same meaning as used in Article 3.3, above

      4.3      If the ADMRC is less than the ADMRG for the applicable year,
               Bombardier shall accrue an incentive credit ("Qs") which shall be
               used as an offset against any potential liabilities of Bombardier
               during the term of this letter agreement in accordance with the
               following formula:

               Qs         =      [*]

               Where:

               Qs         =      Bombardier's incentive credit in dollars when
                                 Qs is positive.

               ADMRC, ADMRG and T shall have the same meaning as used in
               Article 4.2 above.

5.0   [*]

      [*]

      6.1      AIRFRAME DIRECT MAINTENANCE EXPENDABLE COST ("ADMEC")

               The ADMEC is defined as the annual cost of expendables consumed,
               which excludes initial provisioning purchases, for the direct
               airframe maintenance of the Aircraft, less any transportation,
               duties, taxes or license fees. Notwithstanding

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               Northwest's internal cost allocation system, all elements of
               indirect material such as cleaning supplies, consumable tools,
               hydraulic fluids, oils and greases, welding supplies, sealants,
               paints, protective coatings, adhesives, or material resulting
               from damage, misuse, or misdiagnosis (no fault found) provided
               such no fault founds were not a result of Northwest's following
               Bombardier's built in electronic test equipment and/or
               troubleshooting procedures or misuse are excluded from the
               calculation of ADMEC.

      6.2      HOURLY AIRFRAME DIRECT EXPENDABLE COST ("ADEC")

               The following formula shall be used to calculate the annual
               hourly ADMEC:

               ADEC       =      ADMEC
                                 -----
                                   T
               Where:

               ADMEC      =      Airframe Direct Maintenance Expendable Cost,

               T          =      Total flight hours for the Aircraft recorded
                                 for the applicable year.

7.0   CREDIT CALCULATION

      7.1      The ADEC calculated in accordance with Article 6.2 hereof shall
               be compared by Bombardier against the ADMEG on an annual basis.

      7.2      If the ADEC exceeds the ADMEG for the applicable year, Northwest
               will be credited with a compensation credit ("Qd") calculated in
               accordance with the following formula:

               Qd         =      [*]

               Where:

               Qd         =      Northwest's compensation credit in dollars when
                                 Qd is positive,

               ADEC       =      The ADEC values for the relevant year,

               ADMEG      =      Airframe Direct Maintenance Expendable
                                 Guarantee defined in sub Article 2.1 hereof,

               T          =      Same meaning as used in Article 6.2, above

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      7.3      If the ADEC is less than the ADMEG for the applicable year,
               Bombardier shall accrue an incentive credit ("Qt") which shall be
               used as an offset against any potential liabilities of Bombardier
               during the term of this letter agreement in accordance with the
               following formula:

               Qt         =      [*]

               Where:

               Qt         =      Bombardier's incentive credit in dollars when
                                 Qs is positive.

               ADEC, ADMEG and T shall have the same  meaning as used in Article
               7.2 above.

8.0   [*]

      [*]

9.0   AUDIT

      Upon five (5) business days prior written notification by Bombardier to
      Northwest and at Bombardier's expense, Bombardier shall have the right
      during normal business hours to audit all charges reported under this
      letter agreement, Northwest's applicable maintenance practices and
      procedures, and applicable Aircraft records, where normally and
      customarily maintained, relative to maintenance, Airworthiness
      Directives, Mandatory and Optional Service Bulletin incorporation and
      modification of the Aircraft. Such audit shall not interfere with the
      conduct of business by Northwest nor shall Northwest be required to
      undertake or incur additional liability or obligations with respect to
      the audit.

10.0  REPORTING

      10.1     Bombardier shall provide a quarterly report to Northwest on the
               status of the Airframe direct maintenance cost based on data
               submitted by Northwest and approved by Bombardier. Failure of
               Northwest to provide the required data for a period of one
               hundred and eighty (180) days, in spite of Bombardier's repeated
               notices of such failure thirty (30) or more and sixty (60) days
               or more from the initial failure to report, shall void this
               letter agreement. [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -48-
<Page>

      10.2     The Airframe Direct Maintenance Cost Guarantee was based upon the
               assumptions outlined in the Appendix to this letter agreement.
               Any deviation from the assumptions outlined in the Appendix shall
               cause a modification in the Airframe Direct Maintenance Cost
               Guarantee by Bombardier.

11.0  The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

12.0  In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void with respect to any
      undelivered Aircraft. The terms and conditions of this letter agreement
      will continue to apply, albeit with revised guarantee values to reflect
      a reduction in the number of Aircraft or changed circumstances, as
      applicable, to the Aircraft delivered prior to the date of termination.

13.0  This letter  agreement  constitutes  an integral  part of the  Agreement
      and  subject to the terms and  conditions  contained  therein.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Articles 19.1 and 19.2 of the Agreement are fully applicable to this
letter agreement.

Yours very truly,
Bombardier Inc.


--------------------
Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT

Accepted and Agreed to this _____ day of July 2001

by Northwest Airlines, Inc.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -49-
<Page>

--------------------
Gregory A. May
Vice President -- Aircraft Transactions


LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -50-
<Page>

                                   APPENDIX A

AIRFRAME DIRECT MAINTENANCE COST GUARANTEE

GUARANTEE VALUE ASSUMPTIONS

The following is a listing of all assumptions used to establish the ADMCG per
flight hour. It is understood by the parties that these assumptions may change
in which case the parties, with mutual agreement, will adjust the ADMCG.

All costs are based upon Specification.

[*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -51-
<Page>

                                   APPENDIX B

ADMCG ECONOMIC ADJUSTMENT FORMULA

The ADMCG economic adjustment will be calculated using the following Guarantee
Adjustment (GA) Formula. The ADMCG term is specified in Section 2.1.1 of the
letter agreement.

GA =  G1 - G0

Where G1 =

GA =  ADMCG Value Adjustment

G0 =  ADMCG Value

G1    ADMCG Value adjusted to the current year

L1 =  the current year index for labour obtained by calculating the
      arithmetic average of the labour indexes published by the United States
      Department of Labour Statistics - Employment Cost Index (Series ID:
      ECU28122I) for the fourth, fifth and sixth months prior to the month in
      the current year which defines the ADMCG term.

L0 =  [*] which equals the [*] index for labour obtained by calculating the
      arithmetic average of the labour indexes published by the United States
      Department of Labour Statistics - Employment Cost Index (Series ID:
      ECU28122I) for the fourth, fifth and sixth months prior to the date
      specified in Appendix A, Article 2 of this letter agreement.

M1 =  the current year index for material obtained by calculating the
      arithmetic average of the material indexes published by the United
      States Department of Labour - Material Industrial Commodities, Producer
      Price Index, (Series ID: WPU142) for the fourth, fifth and sixth months
      prior to the month in the current year which defines the ADMCG term.

M0 =  [*] which equals the [*] index for material obtained by calculating
      the arithmetic average of the material indexes published by the United
      States Department of Labour - Material Industrial Commodities, Producer
      Price Index (Series ID: WPU142) for the fourth, fifth and sixth months
      prior to the date specified in Appendix A, Article 2 of this letter
      agreement.

If, during any economic adjustment period, G1 is less than G0, G1 will be deemed
to equal G0.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -52-
<Page>

                                   APPENDIX C

ATA CHAPTER DIRECT MAINTENANCE COST ESTIMATES

[*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -53-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

Letter Agreement No. 11 to Purchase Agreement No. PA-0498 dated July 6, 2001
(the "Agreement") between Bombardier Inc. represented by Bombardier Aerospace,
Regional Aircraft ("Bombardier") and Northwest Airlines Inc. ("Northwest")
relating to the purchase of seventy-five (75) Canadair Regional Jet Aircraft.

[*]

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   [*]

      In consideration of Northwest having entered into the Agreement,
      Bombardier will provide [*]

[*]

6.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

7.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

8.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and  conditions contained therein.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -54-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -55-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 12 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

[*]

This Letter Agreement, when accepted and agreed to by Northwest
contemporaneously with the execution of the Agreement, will evidence our further
agreement with respect to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meanings as in the Agreement.

[*]

5.0   The provisions of this letter agreement are personal to Northwest and
      shall not be assigned or otherwise disposed of by Northwest.

6.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

7.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and  conditions contained therein.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -56-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -57-
<Page>

July 6, 2001


Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA


Gentlemen,

LETTER AGREEMENT NO. 13 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

CRJ-440-LR PERFORMANCE GUARANTEE

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   AIRCRAFT CONFIGURATION

      The guarantees listed below are based on the CRJ-440-LR aircraft
      configurations ("Aircraft") as defined in Canadair Type Specification
      RAD-601R-206, issue NC with addition of Northwest Selected Optional
      Features and equipped with GE CF34-3B1 engines as defined in GE Engines
      Specification E1271A. The weight data corresponds to the [*]

1.1   TERM OF THE GUARANTEE

      The period for which the provisions of this letter agreement shall be
      effective (the "Term of the Guarantee") shall commence with the
      delivery of the first Aircraft (CRJ-440 and/or CRJ-200) and [*]

2.0   PERFORMANCE GUARANTEES

[*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -58-
<Page>

7.0   The provisions of this letter agreement are personal to Northwest and,
      except as agreed in the Agreement, shall not be assigned or otherwise
      disposed of by Northwest without the prior written consent of
      Bombardier.

8.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and conditions contained therein.

9.0   In the event of termination of the Agreement, this letter agreement shall
      automatically become null and void.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 is fully applicable to this letter agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace

REGIONAL AIRCRAFT


Accepted and Agreed to this _____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -59-
<Page>

          APPENDIX A - PRE-DELIVERY PERFORMANCE VERIFICATION TEST PLAN

          The following test techniques and procedures will be used for each of
          the Northwest's Aircraft that will be tested.

[*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -60-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER  AGREEMENT NO. 14 TO PURCHASE  AGREEMENT  NO.  PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC.  REPRESENTED BY BOMBARDIER  AEROSPACE,
REGIONAL  AIRCRAFT  ("BOMBARDIER")  AND NORTHWEST  AIRLINES  INC.  ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

CRJ-200-LR PERFORMANCE GUARANTEE

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   AIRCRAFT CONFIGURATION

      The guarantees listed below are based on the CRJ-200-LR aircraft
      configuration ("Aircraft") as defined in Canadair Type Specification
      RAD-601R-202, issue B with addition of Buyer Selected Optional Features
      and equipped with GE CF34-3B1 engines as defined in GE Engines
      Specification E1271A. [*]

1.1   TERM OF THE GUARANTEE

      The period for which the provisions of this letter agreement shall be
      effective (the "Term of the Guarantee") shall commence with the
      delivery of the first Aircraft [*]

[*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -61-
<Page>

7.0   The provisions of this letter agreement are personal to Northwest and,
      except as agreed in the Agreement, shall not be assigned or otherwise
      disposed of by Northwest without the prior written consent of
      Bombardier.

8.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and conditions contained therein.

9.0   In the event of termination of the Agreement, this letter agreement shall
      automatically become null and void.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 is fully applicable to this letter agreement.


Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this _____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -62-
<Page>

          APPENDIX A - PRE-DELIVERY PERFORMANCE VERIFICATION TEST PLAN

              [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -63-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

Letter Agreement No.15 to Purchase Agreement No. PA-0498 dated July 6, 2001 (the
"Agreement") between Bombardier Inc. represented by Bombardier Aerospace,
Regional Aircraft ("Bombardier") and Northwest Airlines Inc. ("Northwest")
relating to the purchase of seventy-five (75) Canadair Regional Jet Aircraft.

      [*]  SPARE PARTS SERVICES

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   BOMBARDIER PARTS

      1.1      In consideration of Northwest having entered into the above
               referenced Agreement, Bombardier hereby confirms that the [*]

2.0   INITIAL PROVISIONING SHIPMENTS

      [*]

3.0   [*]

      [*]

4.0   SPARE PARTS [*]

      [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -64-
<Page>

      4.1      INITIAL PROVISIONING [*]

               [*]

      4.2      [*]

               [*]

      [*]

      4.4      INSURANCE PARTS

               [*]

5.0   TECHNICAL INFORMATION

      [*]

6.0   [*]

7.0   [*]

[*]

10.0  In the event of the termination of the Agreement, this letter agreement
      shall automatically become null and void.

11.0  The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

12.0  This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and  conditions contained therein.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -65-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this _____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -66-
<Page>

                                  ATTACHMENT A

                                       [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -67-
<Page>

                                  ATTACHMENT B

                                       [*]

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -68-
<Page>

                                  Attachment C
                         Order Type Priority Definitions

For the Order Types identified in Articles 4.2 and 4.3 of the Letter Agreement
the following definitions apply;

AOG       - An Aircraft On Ground ("AOG") means (i) an aircraft which requires a
            No Go or a Go If Spare Part to return the aircraft back to revenue
            service with no other maintenance action or service action available
            to enable return of the aircraft to revenue service, or (ii) an
            aircraft which will be in the situation described in clause (i)
            within the following twenty-four (24) hours.

            [*]


Critical  - A Critical ("Critical") Spare Part requirement is one that, if not
            filled, will result in an AOG situation within twenty-four (24)
            hours to ten (10) days.

            [*]


Expedite  - An Expedite ("Expedite") Spare Part is one required in
            more than ten (10) days but less than the standard committed
            leadtime.

            [*]


Routine   - A Routine ("Routine") Spare Part is one required within the
            standard committed leadtime usually to replenish Spare Parts
            inventories.

            Orders placed by Northwest on Routine basis will be ready for
            shipment identified by the advice of airwaybill number within
            committed leadtime.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -69-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA


Gentlemen,

LETTER AGREEMENT NO.16 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.


RECONCILIATION

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   [*]

2.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

3.0   This letter  agreement  constitutes  an integral part of the Agreement
      and is subject to the terms and  conditions  contained therein.

4.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -70-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -71-
<Page>

July 6, 2001


Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA


Gentlemen,

Letter Agreement No.17 to Purchase Agreement No. PA-0498 dated July 6, 2001 (the
"Agreement") between Bombardier Inc. represented by Bombardier Aerospace,
Regional Aircraft ("Bombardier") and Northwest Airlines Inc. ("Northwest")
relating to the purchase of seventy-five (75) Canadair Regional Jet Aircraft.

[*]

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   [*]

      [*]


2.0   In the event of the termination of the Agreement, this letter agreement
      shall automatically become null and void.

3.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

4.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and  conditions contained therein.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -72-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -73-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

Letter Agreement No. 18 to Purchase Agreement No. PA-0498 dated July 6, 2001
(the "Agreement") between Bombardier Inc. represented by Bombardier Aerospace,
Regional Aircraft ("Bombardier") and Northwest Airlines Inc. ("Northwest")
relating to the purchase of seventy-five (75) Canadair Regional Jet Aircraft.

VENDOR MATRIX

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   [*]

2.0   In the event of the termination of the Agreement, this letter agreement
      shall automatically become null and void.

3.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

4.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and  conditions contained therein.

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -74-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001


by Northwest Airlines, Inc.



--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-18 (Vendor Matrix)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -75-
<Page>

[*]


LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -1-
<Page>

July 6, 2001


Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA


                     NOISE GUARANTEE FOR CRJ-200 AND CRJ-440

Gentlemen,

LETTER AGREEMENT NO.19 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("BUYER") RELATING
TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

This letter, when accepted by and agreed to by Buyer contemporaneously with the
execution of the Agreement, will evidence our further agreement with respect to
the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   Aircraft Configuration

      [*]

[*]

7.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

8.0   The provisions of this letter agreement are personal to Buyer and shall
      not, except as otherwise provided for in the Agreement, be assigned or
      otherwise disposed of by Buyer without the prior written consent of
      Bombardier.

9.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and  conditions contained therein.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -2-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 is fully applicable to this letter agreement.

Yours very truly,
Bombardier Inc.


------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


-------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -3-
<Page>

July 6, 2001


Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

Letter Agreement No.20 to Purchase Agreement No. PA-0498 dated July 6, 2001 (the
"Agreement") between Bombardier Inc. represented by Bombardier Aerospace,
Regional Aircraft ("Bombardier") and Northwest Airlines Inc. ("Northwest")
relating to the purchase of seventy-five (75) Canadair Regional Jet Aircraft.

[*]

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   Intent

      [*]

2.0   [*]

      [*]

[*]

6.0   Audit

      Upon five (5) business days prior written notification by Bombardier to
      Northwest and at Bombardier's expense, Bombardier shall have the right
      during normal business hours to audit all charges reported under this
      Letter Agreement, Northwest's applicable maintenance practices and
      procedures, and applicable Aircraft records, where normally

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -4-
<Page>

      and customarily maintained, relative to maintenance, Airworthiness
      Directives, Mandatory and Optional Service Bulletin incorporation and
      modification of the Aircraft. [*]

[*]

8.0   The provisions of this Letter Agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

9.0   In the event of the termination of the Agreement, this Letter Agreement
      shall become automatically null and void with respect to any
      undelivered Aircraft. The terms and conditions of this Letter Agreement
      will continue to apply, [*], to the Aircraft delivered prior to the
      date of termination.

10.0  This Letter  Agreement  constitutes  an integral  part of the  Agreement
      and  subject to the terms and  conditions  contained therein.


Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this Letter Agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement are fully applicable to this Letter
Agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -5-
<Page>

Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions


LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -6-
<Page>

                                   APPENDIX A

                                       [*]

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -7-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO.21 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT

[*]

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   [*]

2.0   [*]

3.0   [*]

4.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

5.0   The provisions of this letter agreement are personal to Northwest and
      shall not, except as otherwise provided for in the Agreement, be
      assigned or otherwise disposed of by Northwest without the prior
      written consent of Bombardier.

6.0   This letter  agreement  constitutes  an integral part of the Agreement
      and is subject to the terms and  conditions  contained therein.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -8-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Articles 19 of the Agreement are fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001

by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transaction

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       -9-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 22 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

[*]

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein shall have the
same meaning as in the Agreement.

1.0   [*]

2.0   [*]

3.0   [*]

4.0   [*]

5.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

6.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise provided in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

7.0   This letter  agreement  constitutes  an integral part of the Agreement
      and is subject to the terms and conditions contained therein.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -10-
<Page>


Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.



--------------------------

Anthony Prezioso
Manager, Contracts

BOMBARDIER AEROSPACE
REGIONAL AIRCRAFT


Accepted and Agreed to this ____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -11-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 23 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

TRAINING ASSISTANCE

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.


1.0   [*]     Training

      Bombardier shall provide at no cost to Northwest [*] training courses
      identified in the table below [*]. The courses provided are typically
      as described in [*]. The courses will be provided for the maximum
      number of students as identified in the table below [*].

<Table>
<Caption>
      --------------------------------------------------------
      TRAINING COURSE   COURSE       NUMBER       MAXIMUM
                        DURATION     OF           NUMBER OF
                                     COURSES      STUDENTS
      --------------------------------------------------------
              <S>         <C>         <C>          <C>
              [*]         [*]         [*]          [*]
      --------------------------------------------------------
              [*]         [*]         [*]          [*]
      --------------------------------------------------------
              [*]         [*]         [*]          [*]
      --------------------------------------------------------
              [*]         [*]         [*]          [*]
      --------------------------------------------------------
</Table>

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -12-
<Page>

2.0   Computer Based Training - Maintenance

      [*]

3.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

4.0   This letter  agreement  constitutes  an integral part of the Agreement
      and is subject to the terms and  conditions  contained therein.

5.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.

Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts

Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this _____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -13-
<Page>

                             LETTER AGREEMENT NO. 24
                           FINANCING SUPPORT AGREEMENT

July 6, 2001

Northwest Airlines, Inc.
Department A4010
5101 Northwest Drive
St. Paul, MN
55111-3034  USA

Attention:  Daniel B. Matthews
          Senior Vice President & Treasurer

LETTER AGREEMENT NO. 24 TO PURCHASE AGREEMENT NO. 0498 DATED JULY 6, 2001 (THE
"AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES, INC. (FOR PURPOSES OF
THIS LETTER AGREEMENT "BUYER") [*]

Gentlemen:

[*]

      11.0     The provisions of this Letter Agreement are personal to Buyer
               and, except as otherwise agreed, shall not be assigned or
               otherwise disposed of by Buyer without the prior written consent
               of Bombardier.

      12.0     This Letter Agreement constitutes an integral part of the
               Agreement and is subject to the terms and conditions contained
               therein.

      13.0     Except for the provisions of Section 15.0 (which shall survive),
               in the event of the termination of the Agreement, this Letter
               Agreement shall become automatically null and void.

      14.0     Bombardier agrees that it, will not make any public statement or
               authorize the publication of any press release disclosing any of
               the terms of the financing contained in this Letter Agreement or
               Attachment 1 hereto without the prior review and written approval
               of Northwest Airlines, Inc.'s Treasury and Corporate
               Communications Departments. Bombardier will require agreement to
               this provision from other financing parties, including but not
               limited to [*]

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -14-
<Page>

      15.0     [*]

Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this Letter Agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this Letter
Agreement.


Yours truly,


---------------------------
Anthony Prezioso
Manager, Contracts              Acknowledged and agreed
                                Northwest Airlines, Inc.
Bombardier Aerospace

Regional Aircraft
                                ---------------------------
                                By:      Daniel B. Matthews
                                         Senior Vice President and Treasurer




                                Date:
                                       ---------------------------

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -15-
<Page>

                  ATTACHMENT 1 TO LETTER AGREEMENT NO. 0498-24

[*]

Yours very truly,


-----------------------------
Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
Regional Aircraft


Northwest Airlines, Inc.


Per:
      --------------------------

      Mr. Daniel Matthews
      Senior Vice President and Treasurer

Date:
      --------------------------

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -16-
<Page>

                         BOMBARDIER / NORTHWEST AIRLINES

                                       [*]


LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -17-
<Page>

                           SCHEDULE 1 TO ATTACHMENT 2

                                       [*]


[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -18-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA

Gentlemen,

LETTER AGREEMENT NO. 25 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   As a consequence of [*], Northwest and Bombardier have collaborated on
      a number of initiatives associated with the management tool known as
      "Six Sigma". Six Sigma is, among other things, a system for measuring
      and analyzing data pertaining to an organization's processes,
      implementing changes to those processes and controlling such changes,
      all with the objective of reducing cycle time and ultimately operating
      costs. Bombardier and Northwest believe there may still be mutual
      benefits to be achieved with respect to process improvements in areas
      affecting Northwest, and as a result, the parties agree to [*] the time
      frame of the Delivery Schedule of Aircraft purchased under the
      Agreement.

3.0   In consideration of entering into the Agreement, Bombardier and
      Northwest agree to measure their respective performance under the
      Agreement in areas to be agreed upon, in accordance with the Six Sigma
      methodology. The areas of performance may include, without limitation, the
      following: Aircraft definition, delivery process, warranty claims process,
      spare parts delivery and Aircraft reliability. Where considered
      appropriate and beneficial, the parties agree to set up joint Six Sigma
      projects to improve the processes concerned. Northwest and Bombardier may
      together determine other areas of operation for which a Six Sigma project
      including Northwest's participation would be appropriate.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -19-
<Page>

3.0   [*]

4.0   The provisions of this letter agreement are personal to Northwest and,
      except as agreed in the Agreement, shall not be assigned or otherwise
      disposed of by Northwest without the prior written consent of Bombardier.

5.0   This letter agreement constitutes an integral part of the Agreement
      and is subject to the terms and conditions contained therein.

6.0   In the event of termination of the Agreement, this letter agreement shall
      automatically become null and void.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.


Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -20-
<Page>

Accepted and Agreed to this _____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions


LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -21-
<Page>

July 6, 2001


Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA


Gentlemen,

LETTER AGREEMENT NO. 26 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

AIRCRAFT HEAVY MAINTENANCE AGREEMENT

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.


1.0   In consideration of Northwest having entered into the above referenced
      Agreement, Bombardier will provide, subject to Northwest entering into an
      Aircraft Heavy Maintenance Service Agreement, a long-term heavy
      maintenance, multi-year inspection program on a "price per flight hour"
      basis (the "Aircraft Heavy Maintenance Program"). [*]

2.0   [*]

3.0   [*]

4.0   In the event of the termination of the Agreement, this Letter Agreement
      shall become automatically null and void.

5.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and subject to the terms and conditions contained therein.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -22-
<Page>

6.0   The provisions of this letter agreement are personal to Northwest and,
      except as otherwise agreed in the Agreement, shall not be assigned or
      otherwise disposed of by Northwest without the prior written consent of
      Bombardier.

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, then
this letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.


Yours very truly,
Bombardier Inc.



--------------------------

Anthony Prezioso
Manager, Contracts

Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this _____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President - Aircraft Transactions

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -23-
<Page>

July 6, 2001

Northwest Airlines, Inc.
5101 Northwest Drive
St. Paul, Minnesota
55111-3034 USA


Gentlemen,

LETTER AGREEMENT NO. 27 TO PURCHASE AGREEMENT NO. PA-0498 DATED JULY 6, 2001
(THE "AGREEMENT") BETWEEN BOMBARDIER INC. REPRESENTED BY BOMBARDIER AEROSPACE,
REGIONAL AIRCRAFT ("BOMBARDIER") AND NORTHWEST AIRLINES INC. ("NORTHWEST")
RELATING TO THE PURCHASE OF SEVENTY-FIVE (75) CANADAIR REGIONAL JET AIRCRAFT.

      [*] ASSIGNMENT RIGHTS

This letter, when accepted by and agreed to by Northwest contemporaneously with
the execution of the Agreement, will evidence our further agreement with respect
to the matters set forth below.

All terms used herein and in the Agreement and not defined herein, shall have
the same meaning as in the Agreement.

1.0   Within thirty (30) days from the execution of the Agreement, the parties
      shall execute a Contract Change Order [*]

2.0   In the event of the termination of the Agreement, this letter agreement
      shall become automatically null and void.

3.0   The provisions of this letter agreement are personal to Northwest and
      shall not be assigned or otherwise disposed of by Northwest without the
      prior written consent of Bombardier.

4.0   This letter  agreement  constitutes  an integral  part of the  Agreement
      and is subject to the terms and conditions contained therein.

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                      -24-
<Page>

Should there be any inconsistency between this letter agreement and the
Agreement with respect to the subject matter covered by the terms hereof, this
letter agreement shall prevail. Without limiting the foregoing, the parties
agree that Article 19 of the Agreement is fully applicable to this letter
agreement.


Yours very truly,
Bombardier Inc.


--------------------------

Anthony Prezioso
Manager, Contracts
Bombardier Aerospace
REGIONAL AIRCRAFT


Accepted and Agreed to this _____ day of July 2001


by Northwest Airlines, Inc.


--------------------------

Gregory A. May
Vice President -- Aircraft Transactions

LA 0498-01final (Aircraft Credit Memorandum)

[*] Confidential material omitted and filed separately with the Securities and
    Exchange Commission pursuant to a request for confidential treatment.

                                       25