**EXHIBIT 10.1**

FIRSTAMENDMENT, dated as of March 9, 2007 (this “Amendment”), to the SuperPriority Debtor In Possession and Exit Credit and Guarantee Agreement, dated asof August 21, 2006, (as further amended, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”), among NORTHWEST AIRLINESCORPORATION, a Delaware corporation, a debtor and debtor in possession underChapter 11 of the Bankruptcy Code (as defined below) or such entity thatbecomes a guarantor and a loan party hereunder pursuant to Section 5.5 of theCredit Agreement, as applicable (“Holdings”), NORTHWEST AIRLINESHOLDINGS CORPORATION, a Delaware corporation, a debtor and debtor in possessionunder Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantorand a loan party hereunder pursuant to Section 5.5 of the Credit Agreement, asapplicable (“NWAC”), NWA INC., a Delaware corporation, a debtor anddebtor in possession under Chapter 11 of the Bankruptcy Code or such entitythat becomes a guarantor and a loan party hereunder pursuant to Section 5.5 ofthe Credit Agreement, as applicable (“NWA”), NORTHWEST AIRLINES, INC., aMinnesota corporation, a debtor and debtor in possession under Chapter 11 ofthe Bankruptcy Code or such entity that becomes the borrower and loan partyhereunder pursuant to Section 5.5 of the Credit Agreement, as applicable (the “Borrower”);the several banks and other financial institutions or entities from time totime parties to the Credit Agreement (the “Lenders”); the SyndicationAgent, the Documentation Agent, the Co-Syndication Agent, the Co-DocumentationAgent, the Agent, the Co-Arrangers, the Joint Lead Arrangers and the CollateralAgent named therein; and CITICORP USA,INC., as Administrative Agent for both the DIP Facilities and the ExitFacilities (in such capacity, the “Administrative Agent”).

RECITALS:

A.            The Borrower has requested that theLenders agree to amend certain provisions of the Credit Agreement as herein setforth.

B.            The Lenders hereby consent to suchamendments on the terms and conditions contained herein.

NOWTHEREFORE, the parties hereto hereby agree as follows:

1.             Defined Terms.  Unless otherwise defined herein, capitalizedterms which are defined in the Credit Agreement are used herein as thereindefined.

2.             Amendments.

(a)           Subject to the satisfaction of theconditions precedent set forth in Section 3(a) of this Amendment, the followingamendments to the Credit Agreement shall become effective:

(i)             The definition of the term “HedgingObligations” shall be amended and restated to read in its entirety as follows:

“HedgingObligations”:  as to any Person, allobligations and liabilities of such Person under any Interest Rate ProtectionAgreement, Fuel Hedging Agreement or Currency Exchange Rate Protection Agreement,which are payable upon the termination of such agreement.  Hedging Obligations under Specified HedgingAgreements shall be valued on a mark-to-market basis from time to time 

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pursuant to a methodologyagreed to among the Borrower, the applicable counterparty, and theAdministrative Agent, which shall also include an agreement among the Borrower,the applicable counterparty, and the Administrative Agent as to the maximumamount of Hedging Obligations under such Specified Hedging Agreements that canbe included as “Obligations” under andas defined in this Agreement.

(ii)            The definition of the term “SpecifiedCurrency Exchange Rate Protection Agreement” shall be amended and restated toread in its entirety as follows:

“SpecifiedCurrency Exchange Rate Protection Agreement”:  any Currency Exchange Rate ProtectionAgreement entered into by the Borrower and any Person that, at the time suchPerson entered into such Currency Exchange Rate Protection Agreement, was aLender or Lender Affiliate designated by the relevant Lender and the Borrower,by written notice to the Administrative Agent, as a Specified Currency ExchangeRate Protection Agreement, which notice shall include a copy of an agreementproviding for (i) a methodology agreed to by the Borrower, such Lender orLender Affiliate and the Administrative Agent of valuing on a mark-to-marketbasis the amount of Hedging Obligations under such Specified Currency ExchangeRate Protection Agreement from time to time and (ii) an agreed uponmaximum amount of Hedging Obligations under such Specified Currency ExchangeRate Protection Agreement that can be included as “Obligations” under and as defined in this Agreement.

(iii)           The definition of the term “SpecifiedHedging Agreement” shall be amended and restated to read in its entirety asfollows:

“SpecifiedHedging Agreement”;  any SpecifiedCurrency Exchange Rate Protection Agreement, any Specified Interest RateProtection Agreement or any Specified Fuel Hedging Agreement.

(iv)          The definition of the term “SpecifiedInterest Rate Protection Agreement” shall be amended and restated to read inits entirety as follows:

“SpecifiedInterest Rate Protection Agreement”: any Interest Rate Protection Agreement entered into by the Borrower andany Person that, at the time such Person entered into such Interest RateProtection Agreement, was a Lender or Lender Affiliate designated by therelevant Lender and the Borrower, by written notice to the AdministrativeAgent, as a Specified Interest Rate Protection Agreement, which notice shallinclude a copy of an agreement providing for (i) a methodology agreed toby the Borrower, such Lender or Lender Affiliate and the Administrative Agentof valuing on a mark-to-market basis the amount of Hedging Obligations undersuch Specified Interest Rate Protection Agreement from time to time and(ii) an agreed upon maximum amount of Hedging Obligations under suchSpecified Interest Rate Protection Agreement that can be included as “Obligations” under and as defined in thisAgreement.

(v)           Section 1.1 of the Credit Agreementshall be amended by adding the following new definitions in the appropriatealphabetical order:

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“FirstAmendment Date”: March 9, 2007.

“FuelHedging Agreement”:  any swap, collars,forward, future or derivativetransactions or options or similar agreements or arrangements involving, orsettled by reference to, fuel commodities.

“SpecifiedFuel Hedging Agreement”:  any FuelHedging Agreement entered into by the Borrower and any Person that, at the timesuch Person entered into such Fuel Hedging Agreement, was a Lender or LenderAffiliate designated by the relevant Lender and the Borrower, by written noticeto the Administrative Agent, as a Specified Fuel Hedging Agreement, whichnotice shall include a copy of an agreement providing for (i) amethodology agreed to by the Borrower, such Lender or Lender Affiliate and theAdministrative Agent of valuing on a mark-to-market basis the amount of HedgingObligations under such Specified Fuel Hedging Agreement from time to time and(ii) an agreed upon maximum amount of Hedging Obligations under suchSpecified Fuel Hedging Agreement that can be included as “Obligations” under and as defined in thisAgreement.

(vi)          The first sentence of Section 2.8(a)of the Credit Agreement shall be amended and restated to read in its entiretyas follows:

TheBorrower will pay a fee on all outstanding Letters of Credit at a per annumrate equal to the Applicable Rate then in effect with respect to EurodollarLoans, shared ratably among the Revolving Lenders and payable quarterly inarrears on each L/C Fee Payment Date after the issuance date (it beingunderstood that with respect to all Letters of Credit amounts outstanding priorto the First Amendment Date, such fee shall be at a per annum rate equal to theApplicable Rate as in effect with respect to Eurodollar Loans prior to theFirst Amendment Date and with respect to all Letter of Credit amountsoutstanding on or after the First Amendment Date, such fee shall be at a perannum rate equal to the Applicable Rate as in effect with respect to EurodollarLoans on or after the First Amendment Date).

(vii)         Section 6.2(h) of the Credit Agreementshall be amended by replacing the phrase “the Chief Financial Officer”appearing therein with the phrase “a Responsible Officer”.

(b)           Subject to the satisfaction of theconditions precedent set forth in Section 3(a) and Section 3(b) of thisAmendment, the definition of the term “Applicable Rate” shall be amended andrestated to read in its entirety as follows:

“ApplicableRate”:

(a) withrespect to Loans outstanding prior to the First Amendment Date, (i) 1.50%,****in the case of ABR Loans, and (ii)2.50%, in the case of Eurodollar Loans, and

(b)with respect to Loans outstanding on or after the First Amendment Date,(i) 1.00%,****in the case of ABR Loans, and(ii) 2.00%, in the case of Eurodollar Loans.

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(c)           Subject to the satisfaction of theconditions precedent set forth in Section 3(a) and Section 3(c) of thisAmendment, the following amendments to the Credit Agreement shall becomeeffective:

(i)             The *proviso*in the definition of the term “Obligations” shall be amended and restated toread in its entirety as follows:

provided, however, that the aggregate amount of all HedgingObligations under all Specified Hedging Agreements at any time outstanding that shall be included as “Obligations” shall not exceed $150,000,000.

(ii)            Clause (ii) of the first paragraphof Section 2.4 of the Credit Agreement shall be amended and restated to read inits entirety as follows:

(ii)does not result in (A) the sum of (1)  the aggregate unpaid principalamount of the Term Loans then outstanding plus (2) the aggregate amount ofRevolving Extensions of Credit of all Revolving Lenders then outstanding exceeding(B) the Maximum Amount.

(iii)           Clause (z) of Section 2.6(a) of theCredit Agreement shall be amended and restated to read in its entirety asfollows:

(z) thesum of (1)  the aggregate unpaid principal amount of the Term Loans thenoutstanding plus (2) the aggregate amount of Revolving Extensions ofCredit of all Revolving Lenders then outstanding would exceed the MaximumAmount.

(iv)          The first sentence of Section 3.2(b)of the Credit Agreement shall be amended and restated to read in its entiretyas follows:

Inaddition, if at any time the sum of (i) the aggregate unpaid principalamount of the Term Loans then outstanding plus (ii) the aggregate amountof Revolving Extensions of Credit of all Revolving Lenders then outstandingexceeds the Maximum Amount, the Borrower shall immediately prepay the Loans inan amount equal to such excess.

(v)           The definition of the term “TotalAppraised Value Ratio” shall be amended and restated to read in its entirety asfollows:

“TotalAppraised Value Ratio”:  at any time,the ratio of (a) Total Appraised Value (determined as of the then most recentAppraisal of the Pool Assets) to (b) the sum of (i) the aggregate unpaidprincipal amount of all Term Loans then outstanding, plus (ii) theaggregate Revolving Commitments of all Revolving Lenders then in effect or, ifthe Revolving Commitments have been terminated, the amount of aggregateRevolving Extensions of Credit of all Revolving Lenders then outstanding, plus(iii) the amount of all Hedging Obligations under all Specified HedgingAgreements then outstanding not to exceed $150,000,000, and plus(iv) any Pari Passu Obligations (for purposes of this definition, PariPassu Obligations shall include any Pari Passu Commitments).

3.             Effectiveness.

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(a)           The effectiveness of this Amendment(excluding Sections 2(b) and 2(c) hereof) is subject to the satisfaction on theFirst Amendment Date of the following conditions precedent:

(i)             the Administrative Agent shall havereceived this Amendment, executed and delivered by the Administrative Agent,Holdings, the Borrower and the Required Lenders;

(ii)            the Bankruptcy Court shall haveentered an order (in substantially the form of Exhibit A hereto and otherwisein form and substance reasonably satisfactory to the Administrative Agent),which shall be certified by the Clerk of the Bankruptcy Court as having beenduly entered (the “Authorizing Order”), the Authorizing Order shall bein full force and effect and shall not have been vacated, reversed, modified,amended or stayed without the written consent of the Required Lenders and, ifthe Authorizing Order is the subject of a pending appeal in any respect,neither the making of the Loans nor the performance by the Loan Parties oftheir respective obligations under the Loan Documents shall be the subject of apresently effective stay pending appeal.

(iii)           the Administrative Agent shall havereceived (1) all fees then due and payable in connection with this Amendment;and (2) all expenses payable by the Borrower as set forth in the CreditAgreement for which invoices have been presented (including the reasonable feesand expenses of legal counsel) on or before the First Amendment Date;

(iv)          the Lenders shall have received anupdated business plan as set forth in the Borrower’s disclosure statement;

(v)           the Administrative Agent shall havereceived a certificate of each Loan Party, dated the date hereof substantiallyin the form of Exhibit B hereto, with appropriate insertions and attachments;and

(vi)          The Administrative Agent shall havereceived the executed legal opinions of counsel to the Borrower and theGuarantors, addressing such matters as the Administrative Agent shallreasonably request, including, without limitation, the enforceability of allLoan Documents.

(b)           In addition to the satisfaction ofthe conditions precedent set forth in Section 3(a) hereof and to the extent notreceived by the Administrative Agent on or prior to the First Amendment Date,the effectiveness of Section 2(b) of this Amendment is subject to theAdministrative Agent’s receipt after the First Amendment Date of this Amendmentexecuted by each Lender.

(c)           In addition to the satisfaction ofthe conditions precedent set forth in Section 3(a) hereof and to the extent notreceived by the Administrative Agent on or prior to the First Amendment Date,the effectiveness of Section 2(c) of this Amendment is subject to theAdministrative Agent’s receipt after the First Amendment Date of a dulyexecuted amendment to the Intercreditor Agreement in form and substancesatisfactory to the Administrative Agent, together with the appropriate consentof U.S. Bank National Association.

4.             Representation and Warranties.  Each of the Guarantors and the Borrowerhereby represents and warrants that, after giving effect to the provisions ofthis Amendment, (a) each of the representations and warranties made by any LoanParty in or pursuant to the Loan Documents is true and correct in all materialrespects on and as of the date hereof as if made on and as of such date, exceptto the extent that such representation and warranty refers to an earlier date,in which case it is true and correct in 

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all material respects as of such earlier date, and (b)no Default or Event of Default has occurred and is continuing.

5.             Continuing Effect of the CreditAgreement.  This Amendment shall notconstitute an amendment of any other provision of the Credit Agreement notexpressly referred to herein and shall not be construed as a waiver or consentto any Default, Event of Default or future action on the part of any Loan Partythat would require the consent of the Lenders or the Administrative Agent.  Except as expressly amended hereby, theprovisions of the Credit Agreement are and shall remain in full force andeffect.  Upon the effectiveness of thisAmendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,“hereof”, “herein” or words of similar import shall mean and be a reference tothe Credit Agreement as amended hereby.

6.             Counterparts.  This Amendment may be executed by the partieshereto in any number of separate counterparts (including facsimiledcounterparts), each of which shall be deemed to be an original, and all ofwhich taken together shall be deemed to constitute one and the same instrument.

7.             Expenses.  The Borrower agrees to pay or reimburse theAdministrative Agent for all of its reasonable out-of-pocket costs and expensesincurred in connection with the preparation, negotiation and execution of thisAmendment, including, without limitation, the reasonable fees and disbursementsof counsel to the Administrative Agent.

8.             Reaffirmation.  Each of the Guarantors hereby acknowledgesand reaffirms all of its obligations and undertakings under each of the LoanDocuments to which it is a party and acknowledges and agrees that subsequentto, and after taking account of the provisions of this Amendment, each suchLoan Document is and shall remain in full force and effect in accordance withthe terms thereof.

9.             GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.

*[Theremainder of this page is intentionally left blank.]*

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted and delivered by their proper and duly authorized officers as of theday and year first above written.
|        | NORTHWEST AIRLINES CORPORATION                  |
|--------|-------------------------------------------------|
|   |                                            |   |
|   | By:                                             | /s/ DANIEL B. MATTHEWS |
|   |                                            | Name: Daniel B. Matthews |
|   |                                            | Title: Sr. Vice President & Treasurer |
|   |                                            |   |
|   |                                            |   |
|   | NORTHWEST AIRLINES HOLDINGS                     |
|   | CORPORATION                                     |
|   |                                            |   |
|   | By:                                             | /s/ DANIEL B. MATTHEWS |
|   |                                            | Name: Daniel B. Matthews |
|   |                                            | Title: Sr. Vice President & Treasurer |
|   |                                            |   |
|   |                                            |   |
|   | NWA INC.                                        |
|   |                                            |   |
|   | By:                                             | /s/ DANIEL B. MATTHEWS |
|   |                                            | Name: Daniel B. Matthews |
|   |                                            | Title: Sr. Vice President & Treasurer |
|   |                                            |   |
|   |                                            |   |
|   | NORTHWEST AIRLINES, INC.                        |
|   |                                            |   |
|   | By:                                             | /s/ DANIEL B. MATTHEWS |
|   |                                            | Name: Daniel B. Matthews |
|   |                                            | Title: Sr. Vice President & Treasurer |
|   |                                            |   |
|   |                                            |   |
|   | CITICORP USA, INC., as                          |
|   | Administrative Agent, Lender and Issuing Lender |
|   |                                            |   |
|   | By:                                             | /s/ JAMES MCCARTHY |
|   |                                            | Name: James McCarthy |
|   |                                            | Title: Managing Director/Vice President |

 

*SIGNATURE PAGE TOTHE FIRST AMENDMENT TOTHE SUPER PRIORITY DEBTOR IN POSSESSION ANDEXIT CREDIT AND GUARANTY AGREEMENT*

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Signature page to the FirstAmendment, dated as of March 9,2007, to the NorthwestAirlines, Inc. Credit Agreement

 
|        |             |   |
|--------|------------------|--------|
|   |             |   |
|   |             |
|   | [Name of Lender] |
|   |             |   |
|   |             |   |
|   | By:              |   |
|   | Name:            |   |
|   | Title:           |   |

 

*SIGNATURE PAGE TOTHE FIRST AMENDMENT TOTHE SUPER PRIORITY DEBTOR IN POSSESSION ANDEXIT CREDIT AND GUARANTY AGREEMENT*

 

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Exhibit A to the FirstAmendment, dated as of March 9,2007, to the NorthwestAirlines, Inc. Credit Agreement

(attached)

 

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UNITED STATESBANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK
| In re:                                                                                       | ) | Chapter 11              |
|----------------------------------------------------------------------------------------------|---|-------------------------|
|                                                                                         | ) |                    |
| *NORTHWEST AIRLINES CORPORATION., et al.,*                                                   | ) | Case No. 05-17930 (ALG) |
|                                                                                         | ) |                    |
| Debtors.               | ) | Jointly Administered    |

 

FIRST AMENDEDFINAL ORDER AUTHORIZING DEBTORS TO OBTAIN SECURED POST-PETITION FINANCING ON A SUPER-PRIORITY BASIS PURSUANT TO 11 U.S.C. §§ 105, 362, 363, 364, and 507(b)

Upon the motion (the “Motion”) dated February 23, 2007 of theabove-captioned debtors and debtors-in-possession (the “Debtors”),(1) includingNorthwest Airlines, Inc. (the “Borrower”), and Northwest Airlines Corporation,Northwest Airlines Holdings Corporation and NWA Inc. (the “Guarantors” and,together with the Borrower, the “Loan Parties”), seeking this Court’sauthorization pursuant to sections 364(c), 364(d)(1), and 507(b) of theBankruptcy Code, 11 U. S. C. §§ 101-1330 (the “Bankruptcy Code”), and Rules2002, 4001(c) and 9014 of the Federal Rules of Bankruptcy Procedure (the “BankruptcyRules”) (i) for the Loan Parties to enter into a First Amendment to SuperPriority Debtor in Possession and Exit Credit and Guarantee Agreementsubstantially in the form of the draft attached hereto as Appendix B(the “First Amendment”), amending their existing Post-Petition Financing (asdefined below), to, among other things, reduce the interest rate upon thesatisfaction of the condition precedent set forth in Section 3(b) of the FirstAmendment, accelerate the payment of certain deferred fees, expand the 

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(1)                                                  TheDebtors are the following entities: Northwest Airlines Corporation; NWA FuelServices Corporation; Northwest Airlines Holdings Corporation; NWA Inc.;Northwest Aerospace Training Corp.; Northwest Airlines, Inc.; MLT Inc.; CompassAirlines, Inc. f/k/a Northwest Airlines Cargo, Inc.; NWA Retail Sales Inc.;Montana Enterprises, Inc.; NW Red Baron LLC; Aircraft Foreign Sales, Inc.; NWAWorldclub, Inc.; and NWA Aircraft Finance.

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definition of “Hedging Obligations” to include fuel hedges and, uponthe satisfaction of the condition precedent set forth in Section 3(c) of theFirst Amendment, increase the dollar amount of “Hedging Obligations” includedin the “Obligations”; (ii) for the Loan Parties to continue to obtainpost-petition financing (the “Post-Petition Financing”) under a commitment of$1,225,000,000 (the “Commitment”) (including up to $75,000,000 of Letters ofCredit (“Letters of Credit”)), pursuant to the Super Priority Debtor inPossession and Exit Credit and Guarantee Agreement (as amended by the First Amendmentand as further amended from time to time, the “Amended Credit Agreement”)(2)among the Borrower, the Guarantors, Citicorp USA, Inc., as Administrative Agentand Collateral Agent (the “A&C Agent”), JPMorgan Chase Bank, N.A., assyndication agent for the DIP Facilities and the Exit Facilities, Deutsche BankTrust Company Americas, as documentation agent for the DIP Facilities and theExit Facilities, Morgan Stanley Senior Funding, Inc., as co-syndication agentfor the DIP Facilities and the Exit Facilities, U.S. Bank National Association,as agent for the DIP Facilities and the Exit Facilities, Citigroup GlobalMarkets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and jointbook runners for the DIP Facilities, Citigroup Global Markets Inc. and DeutscheBank Securities Inc., as joint lead arrangers and joint book runners for theExit Facilities, Morgan Stanley Senior Funding, Inc., as co-arranger, CalyonNew York Branch, as co-documentation agent and co-arranger, and the otherfinancial institutions from time to time parties to the Amended CreditAgreement, including, without limitation, the fronting and issuing banks forthe Letters of Credit (collectively, the “Lenders”), and for the Loan Partiesto execute the Amended Credit Agreement, revolving loan promissory notes andterm loan promissory notes to the extent set 

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(2)                                                  Capitalizedterms used herein and not otherwise defined shall have the meanings ascribed tothem in the Amended Credit Agreement.

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forth in the Amended Credit Agreement (the “Notes”),the Route Security Agreement and other Security Documents and all ancillarydocuments in connection with any of the foregoing (collectively, the “LoanDocuments”); (iv) for the Loan Parties to grant the Lenders, pursuant tosections 364(c) and 364(d) of the Bankruptcy Code, first priority priming liensand security interests, subject only to (A) the Carve-Out (as hereinafterdefined) and (B) any non-avoidable, valid and perfected Permitted Liens (asdefined in the Amended Credit Agreement) in existence on the Petition Date andany non-avoidable valid Permitted Liens (as defined in the Amended CreditAgreement) in existence on the Petition Date that were perfected subsequent tothe Petition Date as permitted by section 546(b) of the Bankruptcy Code, ineach case, other than the Specified Primed Liens (as hereinafter defined)(collectively, “Pre-Petition Permitted Liens”), in all of the Collateral,including, without limitation, all Pacific Routes and related Slots and GateLeaseholds, and the proceeds and products thereof, to secure the Loan Parties’obligations under the Loan Documents, including, without limitation, theObligations; (iv) for the Loan Parties to grant the Lenders administrativesuper-priority in payment with respect to such obligations over any and alladministrative expenses of the kinds specified in sections 503(b), 507(b) and546(c) of the Bankruptcy Code other than as described below; and (v) for theBorrower to utilize the proceeds of the Post-Petition Financing to fund, amongother things, (a) fees and expenses (including, without limitation, reasonableattorneys’ fees and expenses) due and payable under the Loan Documents, (b) theworking capital needs of the Borrower and its Subsidiaries from time to time,and (c) for other general corporate purposes of the Borrower; and due andproper notice of the Motion pursuant to Bankruptcy Rule 4001 having been given;and a hearing on the Motion having been held before this Court on March 8,2007; and upon the entire record made at the hearing, and this Court havingfound good and sufficient cause appearing therefor;

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**IT IS HEREBY FOUND AND CONCLUDED**that**:**

A.            On September 14,2005 (the “Petition Date”), the Debtors each filed a voluntary petition forrelief with this Court under chapter 11 of the Bankruptcy Code (the “Chapter 11Cases”).  The Debtors are continuing inpossession of their property, and operating and managing their businesses, asdebtors-in-possession, pursuant to sections 1107 and 1108 of the BankruptcyCode.

B.            This Court hasjurisdiction over the Chapter 11 Cases and the Motion pursuant to 28 U.S.C. §§157(b) and 1334.  The Motion presents acore proceeding as defined in 28 U.S.C. § 157(b)(2).  Pursuant to an order of the Court, theChapter 11 Cases have been consolidated for procedural purposes only and arebeing jointly administered.

C.            Prior to thePetition Date, the Debtors entered into the Pre-Petition Amended CreditAgreement and various facilities with U.S. Bank National Association, includingamong others (i) that certain Second Amended and Restated ReimbursementAgreement, dated as of September 13, 2005, by and between Borrower and U.S.Bank National Association (“U.S. Bank”), as amended, (ii) that certain SecondAmended and Restated Merchant Credit Card Processing Agreement dated as ofSeptember 13, 2005, by and between the Borrower and U.S. Bank relating to theprocessing of credit cards, as amended, and (iii) that certain Amended andRestated Guaranty by Borrower in favor of U.S. Bank, as amended, to secure theobligations of MLT Inc. to U.S. Bank under that certain Amended and RestatedCredit Card Processing Agreement dated as of September 13, 2005, by and betweenMLT Inc. and U.S. Bank relating to the processing of credit cards, as amended(collectively, the “U.S. Bank Facility”). The Debtors also entered into, with U.S. Bank, the ProcessingAgreements, the Co-Branded Credit Card Agreement, the Corporate CreditCard Program and two other L/C 

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Facilities, each of which capitalized terms isdefined in the Final Order issued by this Court on October 7, 2005.  Such Final Order, together with the FinalOrders of this Court issued on January 27, 2006 and April 12, 2006 in respectof the L/C Facilities are hereinafter called the “U.S. Bank Orders”.

D.            The first $150million of obligations arising under or related to the U.S. Bank Facility (the “PariPassu Obligations”) and the obligations under the $975 million Pre-PetitionAmended Credit Agreement were secured by paripassu firstpriority liens on variousaircraft and other assets owned by the Loan Parties, including the Collateral(collectively, the “Pre-Petition Collateral”).

E.             All obligationsarising under or relating to the Pre-Petition Amended Credit Agreement are****referred to herein as the “Repaid Obligations.”

F.             After the PariPassu Obligations, the next $500 million of obligations arising under orrelated to the U.S. Bank Facility (the “Second Lien Obligations”) were securedby a Lien upon the Pre-Petition Collateral subordinate to the Lien securing theRepaid Obligations and the Pari Passu Obligations**.**

G.            Prior to thePetition Date, the Debtors entered into (i) that certain Payment Agreement,dated as of July 25, 2003, between the Pension Benefit Guaranty Corporation(the “PBGC”) and the Borrower, (ii) the Aircraft Mortgage and SecurityAgreement by the Borrower in favor of PBGC and (iii) the Route SecurityAgreement by the Borrower in favor of PBGC (collectively, the “PBGC Documents”).  All obligations arising under or related tothe PBGC Documents (the “PBGC Obligations”) were secured by a Lien upon thePre-Petition Collateral subordinate to the Lien securing the RepaidObligations, the Lien securing the Pari Passu Obligations and the Lien securingthe Second Lien Obligations.

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H.            Upon entry of theOriginal Order (as hereinafter defined), the Debtors (i) caused the Liens onthe Pre-Petition Collateral securing the Repaid Obligations to be foreverreleased and discharged, and (ii) obtained secured financing with a primingLien on the Collateral with priority paripassu with the Lienssecuring the Pari Passu Obligations and with priority over the Liens securingthe Second Lien Obligations and the PBGC Obligations.  Subsequent to the entry of the OriginalOrder, the PBGC Obligations were settled and resolved and the Liens securingthe PBGC Obligations were forever released and discharged.  Pursuant to the terms of the First Amendment,the Loan Parties intend to amend the existing Intercreditor Agreement among theDebtors, the A&C Agent, U.S. Bank and the PBGC  to reflect release of the Liens securing thePBGC Obligations, and the changes in the definitions of Hedging Obligations andObligations under the Amended Credit Agreement (the existing IntercreditorAgreement, as amended and restated as anticipated in the First Amendment (if soamended and restated) and as otherwise amended from time to time, the “IntercreditorAgreement”).  Upon entry of this Order,the Post-Petition Financing shall have a priming Lien on the Collateral withpriority paripassu with the Liens securing the Pari PassuObligations and with priority over the Liens securing the Second LienObligations (collectively, the Pari Passu Obligations and the Second LienObligations are referred to herein as the****“SurvivingObligations”) pursuant to section 364(d)(1) of the Bankruptcy Code and theterms of the Intercreditor Agreement. The Liens on the Collateral securing the Surviving Obligations arecollectively referred to herein as the “Specified Primed Liens”.

I.              Continuing thePost-Petition Financing will permit the Debtors to continue to pay employees,maintain business relationships with vendors, suppliers and customers, makecapital expenditures and satisfy other working capital and operational needs,and otherwise 

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finance their operations at a materially lower pricethan under the Pre-Petition Amended Credit Agreement or under the OriginalOrder.  The Post-Petition Financing willalso create certainty with respect to exit financing, at an attractive cost.  Accordingly, replacing the Repaid Obligationswith the Post-Petition Financing was, and amending and restating thepost-petition financing under the Original Order is, in the best interests ofthe Debtors’ estates and creditors.

J.             The Debtors areunable to achieve their stated business goals solely with the use of cashcollateral and are unable to obtain unsecured credit allowable under section503(b)(l) of the Bankruptcy Code as an administrative expense.  Financing on a post-petition basis is nototherwise available without the Loan Parties’ granting, pursuant to section364(c)(1) of the Bankruptcy Code, claims having priority over any and alladministrative expenses of the kinds specified in sections 503(b), 507(b), and546(c) of the Bankruptcy Code other than as described below, and securing suchindebtedness and obligations with the security interests in and the liens uponthe Collateral as described below pursuant to sections 364(c) and (d) of theBankruptcy Code.

K.            All of the holdersof the Surviving Obligations, or their duly authorized representatives, haveconsented to the Post-Petition Financing, including, without limitation, theterms and conditions of the Original Order and this Order.  Moreover, pursuant to paragraph 9 hereof, theholders of the Surviving Obligations are granted certain adequate protectionLiens on all Collateral upon which they were not granted Liens prior to thePetition Date.  As set forth below, theSurviving Obligations shall remain outstanding after consummation of the Post-PetitionFinancing and the Liens upon the Collateral securing the Surviving Obligationsother than the Pari Passu Obligations shall be subordinated to the Obligationsand the Liens (as hereinafter defined) granted pursuant to the Loan Documentsand this Order pursuant to the 

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terms and conditions of the Intercreditor Agreement,and the Liens securing the Pari Passu Obligations and the Liens grantedpursuant to the Loan Documents shall be paripassu.  As set forth below, the priority of thePre-Petition Permitted Liens other than those securing the SurvivingObligations shall remain unaffected by this Order.  Finally, the Post-Petition Financing willenable the Debtors to continue operating their business at a lower cost andthereby preserve and enhance the value of the Collateral for all entities,including, without limitation, the holders of the Specified Primed Liens, theholders of any Pre-Petition Permitted Lien and the holders of any other valid,perfected and enforceable pre-petition Lien upon the Collateral (collectively,with the Specified Primed Liens and the Pre-Petition Permitted Liens, the “Pre-PetitionLiens”).   Therefore, all Pre-PetitionLiens are adequately protected with respect to the Post-Petition Liens (ashereinafter defined) granted pursuant to the Loan Documents and this Order, andno other or further adequate protection is necessary to preserve the claims ofany entity holding a Pre-Petition Lien (except that provided by the U.S. BankOrders).

L.             In an effort toidentify the parties with potential Pre-Petition Liens, the Debtors conducted adiligent review of their books and records to identify all such parties.Counsel for the Debtors also conducted extensive searches of state UCC filings.

M.           Notice of the hearingon the Motion and the relief requested in the Motion has been given to (i) theOffice of the United States Trustee for the Southern District of New York; (ii)attorneys for the holders of the Repaid Obligations and the SurvivingObligations or their duly authorized representatives; (iii) all creditors knownto the Debtors who may have or assert liens or other charges or interestsagainst the Collateral; and (iv) counsel for the official committee ofunsecured creditors (the “Committee”) in these Chapter 11 Cases. Based upon allof the foregoing, sufficient and adequate notice under the circumstances of thehearing on the 

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relief requested in the Motion has been givenpursuant to sections 102(l), 364(c), and 364(d) of the Bankruptcy Code andBankruptcy Rules 2002 and 4001(c).

N.            The Post-PetitionFinancing has been negotiated in good faith and at arms-length between theDebtors and the Lenders, and any credit extended and loans made to the Debtors(the “Loans”) and Letters of Credit issued for the account of the Debtorspursuant to the Amended Credit Agreement shall be deemed to have been extended,issued or made, as the case may be, in good faith as required by, and withinthe meaning of section 364(e) of the Bankruptcy Code, and the Lenders areentitled to the protections of section 364(e) of the Bankruptcy Code.

O.            The terms of thePost-Petition Financing are fair and reasonable, reflect the Debtors’exercise of prudent business judgment consistent with their fiduciary duties,and are supported by reasonably equivalent value and fair consideration.

P.             This Court concludesthat entry of this Order is in the best interests of the Debtors’ estates andcreditors because its implementation, among other things, will allow for theavailability to the Borrower of working capital which is necessary to sustainthe operations of the Debtors’ existing business and enhance the Debtors’prospects for successful reorganization.

Q.            On August 8, 2006,this Court entered a Final Order Authorizing Debtors to Obtain SecuredPost-Petition Financing on a Super Priority Basis Pursuant to 11 U.S.C. §§ 105,362, 363, 364 and 507(b) (the “Original Order”).

R.            Each of theforegoing findings by the Court will be deemed a finding of fact if and to thefull extent that it makes and contains factual findings and a conclusion of lawif and to the full extent that it makes legal conclusions.

Based upon the foregoing findings and conclusions, and upon the recordmade before this Court at the hearing on the Motion, and good and sufficientcause appearing therefor,

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**IT IS HEREBY ORDERED**that:

1.             The Motion isgranted, subject to the terms and conditions set forth in this Order,****and all objections to the Motion are resolved hereby or, tothe extent not resolved, are overruled.

2.             The Loan Parties are each expresslyauthorized and empowered to execute and deliver to the Lenders the LoanDocuments, including without limitation, the Amended Credit Agreement, theNotes (to the extent requested by the Lenders pursuant to the Loan Documents),the Route Security Agreement, the First Amendment, the Intercreditor Agreement,and any other document of any kind required to be executed and delivered inconnection therewith.  The Loan Partiesare each authorized and obligated to comply with and perform, and are bound by,all of the terms, conditions and waivers contained therein, and the LoanParties are each authorized and obligated to repay amounts borrowed, withinterest and any other allowed charges, to the Lenders in accordance with andsubject to the terms and conditions set forth in the Loan Documents and thisOrder.  None of the Loan Documents, theOriginal Order nor this Order, nor any provision thereof, nor any right arisingunder any thereof, shall be voidable or avoidable under section 548 of theBankruptcy Code, under any applicable State Uniform Fraudulent Transfer Act,Uniform Fraudulent Conveyance Act or similar statute or common law, orotherwise.  The Loan Parties are furtherauthorized and obligated to pay all facility, commitment and other fees andexpenses, including, without limitation, all reasonable fees and expenses ofprofessionals engaged by the A&C Agent or any Lender, in accordance withthe terms of the Amended Credit Agreement and without further order of thisCourt.  All of the Obligations (asdefined in the Amended Credit Agreement), including, without limitation, allloans made under the Amended Credit Agreement and interest thereon, togetherwith all

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reimbursement and other obligations in respect ofLetters of Credit issued under the Amended Credit Agreement, all HedgingObligations (to the extent included in the definition of Obligations under theAmended Credit Agreement) and all fees, costs, expenses, indebtedness,obligations and liabilities of the Loan Parties to the A&C Agent and theLenders under or in respect of the Loan Documents and this Order, arehereinafter referred to as the “Obligations.”

3.             The Loan Partiesare expressly authorized to (a) borrow from the Lenders, on the terms andsubject to the conditions and limitations in availability set forth in the LoanDocuments and this Order, a total of up to $1,225,000,000 of Loans (inclusiveof Letters of Credit) and (b) guarantee all of the Obligations, all on theterms set forth in the Loan Documents. The Borrower is authorized to use theproceeds of the Loans, and to request the issuance of Letters of Credit underthe Amended Credit Agreement, to fund, among other things, (x) fees and expenses(including, without limitation, reasonable attorneys’ fees and expenses) dueand payable under the Loan Documents, (y) the working capital needs of theBorrower and its Subsidiaries from time to time, and (z) for other generalcorporate purposes of the Borrower.

4.             IntentionallyOmitted.

5.             IntentionallyOmitted.

6.             Effective upon thedate of the Original Order, the automatic stay pursuant to section 362(a) ofthe Bankruptcy Code, and any and all other stays and injunctions which are ormay be applicable, shall be and hereby are modified and vacated as to theLenders and the A&C Agent, the holders of the Pari Passu Obligations, theholders of the Second Lien Obligations and all of the Collateral, (a) so thatif an Event of Default (as defined in the Amended Credit Agreement) occurs,subject to paragraph 14 of this Order, the Lenders and the A&C Agent shallbe entitled to terminate the Post-Petition Financing and to exercise anyand all

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of their rights and remedies under the Amended CreditAgreement, the other Loan Documents and this Order and (b) so that the Lendersand the A&C Agent, the holders of the Pari Passu Obligations and theholders of the Second Lien Obligations may exercise and discharge theirrespective rights and obligations under the Intercreditor Agreement.  Notwithstanding anything herein to thecontrary, no Loans, Letters of Credit, cash Collateral or any portion of theCarve-Out (as defined below) may be used to (a) object to or contest inany manner, or raise any defenses to, the validity, perfection, priority,extent or enforceability of the Obligations owing to the Lenders or A&CAgent, or the liens in favor of the Lenders or A&C Agent securing suchObligations, (b) assert any claims or causes of action against the Lenders or A&CAgent, or their respective agents, affiliates, representatives, attorneys andadvisors, (c) prevent, hinder or intentionally delay the A&C Agent’s or anyLender’s enforcement or realization on the cash Collateral or the Collateral inaccordance with the Loan Documents and this Order (other than exercising theDebtors’ rights under paragraph 14 of this Order), or (d) seek to modify any ofthe rights granted to the A&C Agent or the Lenders hereunder or under theLoan Documents, in each of the foregoing cases without such parties’ priorwritten consent.

7.             In accordance withsections 364(c)(1) and 507(b) of the Bankruptcy Code, subject to paragraphs 8and 10 below, subject to the Intercreditor Agreement, and subject to rights,claims and causes of action arising under §§ 544-550 of the Bankruptcy Code andthe proceeds thereof (excluding actions relating to the Repaid Obligations andthe Liens securing such Repaid Obligations), the Obligations shall constituteclaims (the “Super-Priority Claims”) with priority in payment over any and alladministrative expenses of the kinds specified or ordered pursuant to anyprovision of the Bankruptcy Code, including, but not limited to, sections 105,326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b) and 546(c) of the BankruptcyCode and

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shall at all times be senior to the rights of theDebtors or any successor trustee to the extent permitted by law, and the claimsof any other creditor (including, without limitation, the holders of theSurviving Obligations and the Repaid Obligations in the Chapter 11 Cases or anysubsequent proceedings under the Bankruptcy Code, including, withoutlimitation, any chapter 7 cases if any of the Debtors’ cases are converted tocases under chapter 7 of the Bankruptcy Code, subject only to the Carve-Out.  No cost or expense of administration undersections 105, 364(c)(1), 503(b), 506(c), 507(b) of the Bankruptcy Code orotherwise, shall be senior to, equal to, or pari passu with, the Super-PriorityClaim of the Lenders arising out of the Obligations, subject only to the Carve-Out.  As long as no unwaived Event of Default underthe Amended Credit Agreement has occurred (each a “Carve-Out Event”), theDebtors shall be permitted to pay compensation and reimbursement of expensesincurred prior to a Carve-Out Event authorized to be paid under sections 330and 331 of the Bankruptcy Code or otherwise pursuant to an order of theBankruptcy Court, as the same may be due and payable, and such payments shallnot reduce the Carve-Out.

8.             As security for theObligations, and as provided in the Loan Documents, the A&C Agent and theLenders shall have and are hereby granted (effective and continuing upon thedate of the Original Order and without the necessity of the execution, filingand/or recordation by the Loan Parties of mortgages, security agreements,financing statements or otherwise), valid and perfected security interests inand Liens upon (the “Post-Petition Liens”) all Collateral (as defined in theAmended Credit Agreement), including, without limitation, all Pacific Routesand related Slots and Gate Leaseholds, as set forth in the Amended Credit

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Agreement (collectively with all proceeds and productsof any or all of the foregoing, the “Collateral”),(3) with the followingpriority:

(a)           pursuant to section 364(c)(2) of theBankruptcy Code, a first priority, perfected Post-Petition Lien upon all of theLoan Parties’ right, title and interest in, to and under all Collateral that isnot otherwise encumbered by a Pre-Petition Lien;

(b)           pursuant to section 364(c)(3) of theBankruptcy Code, a perfected Post-Petition Lien upon all of the Loan Parties’right, title and interest in, to and under all Collateral that is encumbered bya Pre-Petition Lien, subordinate to the Pre-Petition Permitted Liens; and

(c)           pursuant to section 364(d)(1) of theBankruptcy Code, a senior, priming, perfected Post-Petition Lien upon all ofthe Loan Parties’ right, title and interest in, to and under the Collateralthat is encumbered by a Pre-Petition Lien, with priority paripassuwith the Liens securing the Pari Passu Obligations and with priority senior toall Liens other than the Pre-Petition Permitted Liens;

9.             As adequateprotection with respect to the Post-Petition Liens, U.S. Bank is hereby grantedLiens upon any Collateral upon which it was not granted Liens prior to thePetition Date.  Such adequate protectionLiens shall have the same priority as U.S. Bank’s Pre-Petition Liens on theCollateral upon which it was granted Liens prior to the Petition Date aftergiving effect to this Order.  Promptlyupon the request of U.S. Bank, the Debtors shall, and are hereby authorized anddirected to, execute and deliver amendments to their pre-petition security

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(3)           Forthe avoidance of doubt, the Collateral will not include any “equipment” as definedin section 1110(a)(3) of the Bankruptcy Code.

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documents with U.S. Bank for the sole purpose ofadding any Collateral upon which U.S. Bank was not granted Liens prior to thePetition Date to the description of collateral under such pre-petition securitydocuments; provided, however, that the adequate protection Liens granted hereinshall be effective and enforceable by U.S. Bank regardless whether the Debtorshave executed and delivered such amendments.

10.           Notwithstanding anycontrary provision of this Order or the Amended Credit Agreement, including,without limitation, paragraph 8 hereof, the Post-Petition Liens and Super-PriorityClaims granted to the A&C Agent and the Lenders pursuant to the AmendedCredit Agreement and this Order shall be subject and subordinate to (a) priorto the occurrence of a Carve-Out Event, unpaid professional fees anddisbursements incurred by the professionals retained, pursuant to sections 327or 1103(a) of the Bankruptcy Code, by the Debtors, the statutory committee of retiredemployees and the Committee, and approved and allowed by this Court pursuant tosections 330 and 331 of the Bankruptcy Code, the expenses of members of theCommittee and the expenses of members of the statutory committee of retiredemployees, (b) following the occurrence and during the pendency of a Carve-OutEvent, the payment of allowed professional fees and disbursements incurredafter the occurrence and during the pendency of a Carve-Out Event by theprofessionals retained, pursuant to sections 327 or 1103(a) of the BankruptcyCode, by the Debtors, the statutory committee of retired employees and theCommittee, and the expenses of (i) members of the Committee and (ii) members ofthe statutory committee of retired employees, in an aggregate amount not toexceed $30,000,000, and (c) quarterly fees required to be paid pursuant to 28U.S.C. § 1930(a)(6) and any fees payable to the Clerk of the Bankruptcy Courtand any agent thereof (collectively, the “Carve-Out”), provided, however,that (x) the Carve-Out shall not be used to pay professional fees anddisbursements

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incurred in connection with asserting any claims orcauses of action against Lenders or A&C Agent, including formal discoveryproceedings in anticipation thereof, and/or challenging any Lien of Lenders orA&C Agent with respect to the Obligations (but may be used to exercise theDebtor’s rights under paragraph 14 hereof), and (y) nothing herein shall beconstrued to impair the ability of any party to object to any of the fees,expenses, reimbursement or compensation described above in this paragraph 10.

11.           The Loan Parties areeach expressly authorized and empowered to execute and deliver to the Lendersthe Intercreditor Agreement.  The Loanspreserve, maintain and enhance the going concern value of the Debtors and,other than as provided in this Order, the Intercreditor Agreement and the U.S.Bank Orders no other or further adequate protection within the meaning ofsections 361 and 364 of the Bankruptcy Code is necessary to preserve the claimsof any entity, including, without limitation, the claims of the holders of anyPre-Petition Liens.  In the event that itis subsequently determined that the holders of any Pre-Petition Liens are orbecome entitled to the priority status set forth in section 507(b) of theBankruptcy Code, such priority treatment shall be subject and subordinate tothe Carve-Out and the Obligations.

12.           None of the Debtors,the Debtors’ estates or the Debtors’ professionals shall assert a claim undersection 506(c) of the Bankruptcy Code for any costs and expenses incurred inconnection with the preservation, protection or enhancement of, or realizationby the A&C Agent or Lenders upon, the Collateral.  The Lenders shall not be subject to theequitable doctrine of “marshaling” or any other similar doctrine with respectto any Collateral.  Neither the A&CAgent nor any of the Lenders shall be required to file or serve financingstatements, mortgages, notices of lien or similar instruments which otherwisemay be required under federal or state law in any jurisdiction, or take anyaction, including taking possession, to validate and

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perfect the Post-Petition Liens.  If, however, the A&C Agent or any Lender,in their sole discretion, shall determine to file any such financing statements,mortgages, agreements, notices of lien or similar instruments, or to otherwiseconfirm perfection of such Post-Petition Liens, the Debtors are obligated tocooperate with and assist in such process to the extent provided in the AmendedCredit Agreement, and all such documents shall be deemed to have been perfectedat the time of and on the date of the Original Order, and shall be and herebyare deemed and adjudicated senior to any other post-petition filing byany other person or entity with respect to the same collateral.

13.           As long as anyportion of the Obligations remains unpaid, or any Loan Document remains ineffect (without prejudice to other Events of Default set forth in the AmendedCredit Agreement), it shall constitute an Event of Default if (a) there shallbe entered any order dismissing any of the Chapter 11 Cases, or an order withrespect to any of the Chapter 11 Cases shall be entered by the BankruptcyCourt, or the Debtors shall file an application for an order, converting any ofthe Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (b)there shall be entered any order appointing a chapter 11 trustee in any of theChapter 11 Cases, (c) there shall be entered any order staying, reversing,vacating or otherwise modifying, in each case without the prior written consentof the A&C Agent, the Amended Credit Agreement, the Original Order or thisOrder, (d) there shall be appointed an examiner in any of the Chapter 11 Caseshaving enlarged powers (beyond those set forth under sections 1106(a)(3) and(4) of the Bankruptcy Code), or (e) there shall be entered in any of theChapter 11 Cases or any subsequent chapter 7 case any order which authorizesunder any section of the Bankruptcy Code, including section 105 or 364 of the BankruptcyCode, (i) the granting of any lien or security interest in the Collateral infavor of any party other than the A&C Agent and the Lenders, or (ii)

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the obtaining of credit or the incurring ofindebtedness that is entitled to super-priority administrative status, ineither case equal or superior to that granted to the A&C Agent and theLenders pursuant to this Order, or the Debtors seek any of the foregoing reliefin this paragraph 12; unless, in connection with any transaction cited inclause (e)(i) or (e)(ii) of this paragraph 12, such order requires that theObligations shall first be indefeasibly paid in full in cash (including cashcollateralization of all Letters of Credit). Otherwise, and in addition to creating an Event of Default, the Debtors,on behalf of their estates, expressly waive any right to request this Court’sapproval of such a transaction.

14.           Upon the occurrenceof and during the continuance of an Event of Default (copies of which defaultprovisions are attached hereto as Appendix A to this Order andincorporated herein by reference), the A&C Agent and the Lenders may,acting pursuant to the Amended Credit Agreement, exercise rights and remediesand take all or any of the following actions without further relief from theautomatic stay pursuant to section 362(a) Bankruptcy Code or any otherapplicable stay or injunction (which have been modified and vacated, asheretofore ordered, to the extent necessary to permit such exercise of rightsand remedies and the taking of such actions) or further order of or applicationto this Court: (a) terminate the Commitment and thereafter cease to issueLetters of Credit or make Loans to the Loan Parties; (b) declare the principalof and accrued interest, fees and other liabilities constituting theObligations to be due and payable; (c) set-off amounts in any of the LoanParties’ accounts maintained with a Lender or otherwise enforce rights againstany Collateral in the possession of the A&C Agent or Lenders; (d) charge adefault rate of interest as set forth in the Loan Documents; and/or (e) takeany other action or exercise any other right or remedy permitted to the Lendersunder the Loan Documents, this Order, or by operation of law; provided,however,

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that the A&C Agent and the Lenders may notexercise their rights under clauses (c) or (e) without first providing fivebusiness days’ written notice to counsel for the Debtors and theCommittee.  The Debtors waive any rightto seek relief under the Bankruptcy Code, including, without limitation, undersection 105, to the extent any such relief would in any way restrict or impairthe rights and remedies of the A&C Agent or the Lenders set forth in thisOrder and in the Loan Documents.  If anyof the Debtors or any other person challenges the occurrence of an Event ofDefault, any such objector’s remedy shall be, and hereby is, limited torequesting a hearing before this Court on two business days’ written notice toLenders and the A&C Agent for the purpose of seeking relief consistent withthis Order and the Loan Documents and, at such hearing, obtaining such reliefif ordered by the Court.  Lenders and theA&C Agent shall be permitted immediately to take any action described inclauses (a), (b) and (d) above, but unless the Court orders otherwise, Lendersand the A&C Agent shall not take the actions described in clauses (c) or(e) above pending any such hearing.

15.           The Debtors areauthorized to perform all acts, and execute and comply with the terms of such otherdocuments, instruments and agreements in addition to the Loan Documents, as theA&C Agent or the Lenders or U.S. Bank may reasonably require, as evidenceof and for the protection of the Obligations and the Pari Passu Obligations, orwhich otherwise may be deemed reasonably necessary by the A&C Agent or theLenders or U.S. Bank to effectuate the terms and conditions of this Order andthe Loan Documents.  The Debtors, theA&C Agent and the Lenders are hereby authorized to implement, in accordancewith the terms of the Amended Credit Agreement, any non-materialmodifications (including, without limitation, any change in the number orcomposition of the Lenders) of the Amended Credit Agreement without furtherorder of this Court.

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16.           Without limiting therights of access and information afforded the A&C Agent and the Lendersunder the Loan Documents, the Loan Parties shall be required to affordrepresentatives, agents and/or employees of the A&C Agent and the Lendersreasonable access to the Loan Parties’ premises and their records in accordancewith the Loan Documents and shall cooperate, consult with, and provide to suchpersons all such non-privileged information and information not subjectto a binding confidentiality agreement, as they may reasonably request.

17.           The Loan Partiesshall be liable for all Obligations.

18.           Having been found tobe extending credit, issuing Letters of Credit and making Loans to the LoanParties in good faith, based on the record before this Court, the A&C Agentand the Lenders shall be entitled to the full protection of section 364(e) ofthe Bankruptcy Code with respect to the Obligations and the Post-Petition Lienscreated, adjudicated or authorized by the Original Order and this Order(including, without limitation, the priming liens granted herein) in the eventthat the Original Order or this Order or any finding, adjudication, orauthorization contained herein is stayed, vacated, reversed or modified onappeal.  Any stay, modification, reversalor vacation of the Original Order or this Order shall not affect the validityof any Obligations of the Loan Parties to the A&C Agent or the Lendersincurred pursuant to the Original Order or this Order.  Notwithstanding any such stay, modification,reversal or vacation, all Loans made and all Letters of Credit issued pursuantto the Original Order and this Order and the Amended Credit Agreement and allObligations incurred by the Loan Parties pursuant hereto prior to the effectivedate of any such stay, modification, reversal or vacation shall be governed inall respects by the original provisions of the Original Order and hereof, andthe A&C Agent and the Lenders shall be entitled to all the rights,privileges and benefits, including without

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limitation, the liens, security interests and firstpriorities granted herein with respect to all such Obligations.

19.           The provisions ofthis Order and any actions taken pursuant hereto shall survive entry of anyorder (a) confirming any plan of reorganization in the Chapter 11 Cases (and,to the extent not satisfied in full in cash or converted into the ExitFacilities in accordance with the terms of the Amended Credit Agreement, theObligations shall not be discharged by the entry of any such order, or pursuantto section 1141(d)(4) of the Bankruptcy Code, the Debtors having hereby waivedsuch discharge); (b) converting any of the Chapter 11 Cases to a chapter 7case; or (c) dismissing any of the Chapter 11 Cases, and the terms andprovisions of this Order as well as the Super-Priority Claims andPost-Petition Liens granted pursuant to this Order and the Loan Documents shallcontinue in full force and effect notwithstanding the entry of such order, andsuch Super-Priority Claims and Post-Petition Liens shall maintain theirpriority as provided by this Order until all of the Obligations areindefeasibly paid in full in cash and discharged.

20.           To the fullestextent permitted by law, the provisions of this Order and the Loan Documentsshall be binding upon and inure to the benefit of the A&C Agent, theLenders, the Debtors, and their respective successors and assigns, includingany trustee or other fiduciary hereafter appointed in the Chapter 11 Cases orin subsequent chapter 7 cases as a legal representative of the Debtors or theirestates.

21.           To the extent anyholder of a Pre-Petition Lien can demonstrate that it did not receive actual orconstructive notice of the Motion, its sole and exclusive remedy is, and shallbe limited to, requesting that other or additional adequate protection of itsPre-Petition Lien be provided by the Debtors. The priming liens and all other rights granted to the A&C Agent andLenders pursuant to this Order shall not be affected thereby in any way.

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22.           The A&C Agentand the Lenders are hereby relieved of the requirement to file proofs of claimin these Chapter 11 Cases with respect to any Obligations and any other claimsor liens granted hereunder or created hereby.

23.           Nothing in thisOrder or in any of the Loan Documents or any other documents related to thistransaction shall in any way be construed or interpreted to impose or allow theimposition upon the A&C Agent or the Lenders any liability for any claimsarising from the prepetition or post-petition activities of the Debtors in theoperation of their business, or in connection with their restructuringefforts.  The A&C Agent and theLenders shall not be deemed to be in control of the operations of the Debtorsor to be acting as a “responsible person” or “owner or operator” with respectto the operation or management of the Debtors (as such terms, or any similarterms, are used in the United States Comprehensive Environmental Response,Compensation and Liability Act, 29 U.S.C. §§9601 *et. seq*.as amended, or any similar federal or state statute).

24.           Prior to the datethat the DIP Facilities are converted into the Exit Facilities, the parties tothe Amended Credit Agreement may enter into waivers, consents or amendmentsthereto in accordance with the terms and conditions of the Amended CreditAgreement without further order of this Court, provided that (i) the agreementas so modified is not materially more adverse to the Debtors than thatapproved, (ii) notice of all amendments is filed with this Court, and (iii)notice of all amendments (other than those that are ministerial or technicaland do not adversely affect the Debtors) are provided in advance to counsel forthe Committee, all parties required to be served pursuant to prior orders ofthis Court governing notice, and the U.S. trustee.

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25.           To the extent anyprovision of this Order conflicts with any provision of the Motion or any LoanDocument, the provisions of this Order shall control.  Nothing herein shall modify or impair anyLiens or security interests in favor of U.S. Bank on any assets of the Debtorsother than the Collateral, including, without limitation, liens or securityinterests in the Holdback Amount (defined in the U.S. Bank Orders), as the samemay increase or decrease from time to time, or other cash collateral accountsor other rights provided to U.S. Bank under the U.S. Bank Orders.

26.           The Court has andwill retain jurisdiction to enforce this Order according to its terms.

27.           This Order shallbecome effective and supercede the Original Order upon the satisfaction orwaiver of all conditions precedent to the effectiveness of the First Amendmentset forth in Section 3(a) of the First Amendment.

28.           Upon the ExitFacilities Conversion Date, this Order shall be of no further force and effect.

Dated:    February     , 2007

New York, New York
|   |   |                           |
|--------|--------|--------------------------------|
|        |   | UNITED STATES BANKRUPTCY JUDGE |

 

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Appendix A

Events of Default

a.             the Borrower shall fail to pay any principal of any Loanwhen due in accordance with the terms hereof; or the Borrower shall fail to payany interest on any Loan, or any other amount payable hereunder or under anyother Loan Document, within five Business Days after any such interest or otheramount becomes due in accordance with the terms hereof, provided thatthe Administrative Agent shall have informed the Borrower of the amount owing;or

b.             any representation or warranty made or deemed made byany Loan Party herein or in any other Loan Document or that is contained in anycertificate furnished by it at any time under or in connection with thisAgreement or any such other Loan Document shall prove to have been inaccurate inany material respect on or as of the date made or deemed made, and such defaultshall continue unremedied for a period of 30 days after written notice to theBorrower by the Administrative Agent or the Required Lenders; or

c.             any loan party shall default in the observance orperformance of any agreement contained in sections 6.15(b), 6.16(d), 7.3 (otherthan any default resulting from a nonconsensual lien), 7.4, 7.5 or 7.6; or

d.             any Loan Party shall default in the observance orperformance of any other agreement contained in this Agreement or any otherLoan Document (other than as provided in paragraphs (a) through (c) of thisSection), and such default shall continue unremedied for a period of 30 days(or 15 days in the case of Section 7.1) after notice to the Borrower from theAdministrative Agent or the Required Lenders; or

e.             at any time prior to the Exit Facilities Conversion Dateif any of the following would give rise to an administrative claim under theBankruptcy Code, including, but not limited to, those administrative claimsarising under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b),546(c) or 726 of the Bankruptcy Code and at any time subsequent to the ExitFacilities Conversion Date, (i) Holdings or any of its Subsidiaries shall (x)default in making any payment of any Indebtedness (excluding the Obligations)which default is in excess of $10,000,000 beyond the period of grace, if any,provided in the instrument or agreement under which such Indebtedness wascreated; or (y) default in the observance or performance of any other agreementor condition relating to any Indebtedness (excluding the Obligations) if suchIndebtedness is in excess of $25,000,000 in the case of any one issue ofindebtedness or in excess of $50,000,000 in the case of all such Indebtednesswhen aggregated with all Lease claims described in clause (iii)(y) or containedin any instrument or agreement evidencing, securing or relating thereto, or anyother event shall occur or condition exist, the effect of which default orother event or condition is to cause, or to permit the holder or holders-ofsuch Indebtedness (or a trustee or agent on behalf of such holder or holders)to cause, any such Indebtedness to become due prior to its stated maturity; or(ii) any Indebtedness (other than the Obligations), individually in excess of$25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated withall Lease claims described in clause (iii)(y)), of any Loan Party or any of itsSubsidiaries shall be declared to be due and payable, or required to be prepaidother than by a regularly scheduled required prepayment, prior to the statedmaturity thereof; or (iii) any Loan Party or any of its Subsidiaries shalldefault in the observance or performance of any agreement or condition relatingto any Lease if (x) the default is with respect to any payment in excess of$10,000,000 beyond the period of grace (not to exceed 10 days), if any,provided in the Lease or (y) the effect of such default is to give the lessor pursuantto such Lease a claim against any Loan Party (after deducting from such claimthe value of the property subject to such Lease) in excess of $25,000,000 inthe case of any one Lease or in excess of $50,000,000 in the case of all Leasesand all Indebtedness described in clause (i)(y) or (ii) of this Section, or

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f.              At any time subsequent to the Exit FacilitiesConversion Date, (i) any Loan Party or any of its Significant Subsidiariesshall commence any case, proceeding or other action (A) under any existing orfuture law of any jurisdiction, domestic or foreign, relating to bankruptcy,insolvency, reorganization or relief of debtors, seeking to have an order forrelief entered with respect to it, or seeking to adjudicate it a bankrupt orinsolvent, or seeking reorganization, arrangement, adjustment, winding-up,liquidation, dissolution, composition or other relief with respect to it or itsdebts, or (B) seeking appointment of a receiver, trustee, conservator,custodian or other similar official for all or substantially all of its assets,or any Loan Party or any of its Significant Subsidiaries shall make a generalassignment for the benefit of its creditors; or (ii) there shall be commencedagainst any Loan Party or any of its Significant Subsidiaries any case,proceeding or other action of a nature referred to in clause (i) above that (A)results in the entry of an order for relief or any such adjudication orappointment or (B) remains undismissed, undischarged and unbonded for a periodof 60 days; or (iii) there shall be commenced against any Loan Party or any ofits Significant Subsidiaries any case, proceeding or other action seekingissuance of a warrant of attachment, execution, distraint or similar processagainst all or substantially all of its assets that results in the entry of anorder for any such relief that shall not have been vacated, discharged, stayedor bonded pending appeal within 60 days from the entry thereof; or (iv) anyLoan Party or any of its Significant Subsidiaries shall take any action infurtherance of, or indicating its consent to, approval of, or acquiescence in,any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any LoanParty or any of its Significant Subsidiaries shall generally not, or shall beunable to, or shall admit in writing its inability to, pay its debts as theybecome due; or

g.             ERISA, After the Exit Facilities Conversion Date,

i.              any “reportable event” as described in Section 4043 ofERISA or the regulations thereunder (excluding those events for which therequirement for notice has been waived by the PBGC), or any other event orcondition, which the Required Lenders determine constitutes reasonable groundsunder Section 4042 of ERISA for the termination of any Pension Plan by the PBGCor for the appointment by the appropriate United States District Court of atrustee to administer or liquidate any Pension Plan shall have occurred; or

ii.             a trustee shall be appointed by a United States DistrictCourt to administer any Pension Plan; or

iii.            the PBGC shall institute proceedings to terminate anyPension Plan or to appoint a trustee to administer any Pension Plan; or

iv.            Holdings or any of its ERISA Affiliates shall becomeliable to the PBGC or any other party under Section 4062, 4063 or 4064 of ERISAwith respect to any Pension Plan; or

v.             Holdings or any of its ERISA Affiliates shall becomeliable to any Multiemployer Plan under Section 4201 etseq. ofERISA; or

vi.            any Pension Plan shall fail to satisfy the minimumfunding standard required for any plan year or part thereof unless a waiver ofsuch standard or extension of any amortization period is granted under Section412 of the Code; or

vii.           a contribution required to be made to a Pension Plan or aMultiemployer Plan has not been timely made; or

viii.          any Loan Party or any Subsidiary of Holdings or any ERISAAffiliate has incurred or is likely to incur a liability to or on account of aPlan under Section 502(i), or 502(l) of ERISA or Section 4975 of the Code; or

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ix.            any Loan Party or any Subsidiary of any Loan Party hasincurred or is likely to incur liabilities pursuant to one or more employeewelfare benefit plans (as defined in Section 3(1) of ERISA) that providebenefits to retired employees or other former employees (other than as requiredby Section 601 of ERISA) or employee pension benefit plans (as defined inSection 3(2) of ERISA) other than Pension Plans;

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

h.             one or more judgments or decrees shall be enteredagainst any Loan Party or any of its Subsidiaries involving a liability of$25,000,000 or more in the case of any one such judgment or decree or$50,000,000 or more in the aggregate for all such judgments and decrees (ineach case to the extent not paid or fully covered by insurance provided by acarrier that has acknowledged coverage) and any such judgments or decrees shallnot have been vacated, discharged, satisfied or stayed or bonded pending appealwithin 60 days from the entry thereof, or

i.              the guarantee contained in Section 9 shall cease, forany reason, to be in full force and effect or any Loan Party or any Affiliateof any Loan Party shall so assert; or

j.              any of the Security Documents shall cease, for anyreason, to be in full force and effect, or any Loan Party, any Affiliate of anyLoan Party or any party to the Intercreditor Agreement shall so assert, or anyLien created by any of the Security Documents shall cease to be enforceable andof the same effect and priority purported to be created thereby or any LoanParty shall assert in writing the invalidity, unenforceability or lack ofpriority of such Liens; or

k.             the number of Flights by the Borrower during any fiscalquarter using the Pacific Routes declines by more than 25% from the number ofFlights by the Borrower using the Pacific Routes during the correspondingquarterly period in the fiscal year ending December 31, 2004 (and calculated inthe same manner); or

l.              the aggregate number of Disposed Japanese Foreign Slotsplus Unavailable Japanese Foreign Slots shall exceed 15% of the Base Number ofJapanese Foreign Slots; or

m.            prior to the Exit Facilities Conversion Date, the Casesshall be dismissed (or the Bankruptcy Court shall make a ruling requiring thedismissal of the Cases), suspended or converted to a case under chapter 7 ofthe Bankruptcy Code, or any Loan Party shall file any pleading requesting anysuch relief; or a motion shall be filed by any Loan Party for the approval of,or there shall arise, (i) any other Claim having priority senior to or *pari passu* with the claims of the Lenders under the LoanDocuments or any other claim having priority over any or all administrativeexpenses of the kind specified in clause (b) of Section 503 or clause (b) ofSection 507 of the Bankruptcy Code (other than the Carve-Out) or (ii) any Lienon the Collateral having a priority senior to or *pari passu*with the Liens and security interests granted herein, except as expresslyprovided herein and in the DIP Order; or

n.             (i) prior to the Exit Facilities Conversion Date, theDIP Order shall cease to be in full force and effect, (ii) the Loan Partiesshall fail to comply with the terms of the DIP Order in any material respect or(iii) the DIP Order shall be amended, supplemented, stayed, reversed, vacatedor otherwise modified (or any Loan Party shall apply for authority to do so) inany respect materially adverse to the Lenders without the written consent ofthe Required Lenders (or any Loan Party shall file, or otherwise support, anypleading seeking such relief described in this subparagraph); or

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o.             prior to the Exit Facilities Conversion Date, theBankruptcy Court shall enter an order appointing a trustee under chapter 7 orchapter 11 of the Bankruptcy Code, or a responsible officer or an examiner withenlarged powers relating to the operation of the business (powers beyond thoseset forth in subclauses (3) and (4) of clause (a) of Section 1106 of theBankruptcy Code) under clause (b) of Section 1106 of the Bankruptcy Code in anyof the Cases (or any Loan Party shall file, or otherwise support, any pleadingseeking such relief described in this subparagraph); or

p.             prior to the Exit Facilities Conversion Date, theexclusive period that the Loan Parties have to file a Plan of Reorganizationunder the Cases shall terminate or be otherwise lifted without the Loan Partieshaving filed such a plan, or a Plan of Reorganization is filed which, except ascontemplated by Section 5.5, does not provide for the payment in full in cashof the Obligations on or prior to the date of consummation thereof; or

q.             prior to the Exit Facilities Conversion Date, the LoanParties or any of their Subsidiaries shall support (in any such case by way ofany motion or other pleading filed with the Bankruptcy Court or any otherwriting to another party-in-interest executed by or on behalf of the LoanParties or any of their Subsidiaries) any other Person’s opposition of anymotion made in the Bankruptcy Court by the Lenders seeking confirmation of theamount of the Lenders’ claim (exclusive of any bona fide dispute regarding theamount of such claim) or the validity and enforceability of the Liens in favorof the Collateral Agent; or

r.              prior to the Exit Facilities Conversion Date, the LoanParties or any of their Subsidiaries shall seek to, or shall support (in anysuch case by way of any motion or other pleading filed with the BankruptcyCourt or any other writing to another party-in-interest executed by or onbehalf of the Loan Parties or any of their Subsidiaries) any other Person’smotion to, disallow in whole or in part the Lenders’ claim in respect of theObligations (exclusive of any bona fide dispute regarding the amount of suchclaim) or to challenge the validity and enforceability of the Liens in favor ofthe Collateral Agent, (ii) such Liens and/or super-priority claims shallotherwise cease to be valid and perfected in all respects or (iii) such Liensand/or super-priority claims shall otherwise cease to be enforceable in anymaterial respect.

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Appendix B

First Amendment(see Exhibit 10.1 to 10-Q)

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Exhibit B to the First Amendment, dated as of March 9,2007, to the Northwest Airlines, Inc. Credit Agreement

(attached)

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CERTIFICATE

References are hereby made to (i) the Super PriorityDebtor in Possession and Exit Credit and Guarantee Agreement, dated as ofAugust 21, 2006 (the “Credit Agreement”; terms defined therein beingused herein as therein defined), among Northwest Airlines Corporation (“Holdings”),Northwest Airlines Holdings Corporation (“NWAC”), NWA Inc. (“NWA”),Northwest Airlines, Inc. (the “Borrower”), the Documentation Agent,Co-Documentation Agent, Syndication Agent, Co-Syndication Agent, Co-Arrangers,and Joint Lead Arrangers named therein, Lenders from time to time partythereto, and Citicorp USA, Inc., as Administrative Agent (the “AdministrativeAgent”) and (ii) the First Amendment to the Credit Agreement, dated as ofthe date hereof, among Holdings, NWAC, NWA, Borrower, Lenders party thereto andthe Administrative Agent.

The undersigned Senior Vice President and Treasurer ofeach of the Borrower, Holdings, NWAC and NWA (each, a “Certifying Loan Party”)hereby certifies that the representations and warranties of each CertifyingLoan Party set forth in each of the Loan Documents to which it is a party orwhich are contained in any certificate furnished by or on behalf of suchCertifying Loan Party pursuant to any of the Loan Documents to which it is aparty are true and correct in all material respects on and as of the datehereof with the same effect as if made on the date hereof, except forrepresentations and warranties expressly stated to relate to a specific earlierdate, in which case such representations and warranties were true and correctin all material respects as of such earlier date.

The undersigned Secretary of each Certifying LoanParty certifies as follows:

1.             Thereare no liquidation or dissolution proceedings pending or to my knowledgethreatened against any Certifying Loan Party, not has any other event occurredadversely affecting or threatening the continued corporate existence of anyCertifying Loan Party.

2.             EachCertifying Loan Party is a corporation duly incorporated, validly existing andin good standing under the laws of the jurisdiction of its organization.

3.             Annex2, Annex 3, Annex 4 and Annex 5 attached to theClosing Certificate dated August 21, 2006 are, respectively, the true andcomplete copies of the Amended and Restated Bylaws of the Borrower, the Amendedand Restated Bylaws of Holdings, the Amended and Restated Bylaws of NWAC andthe Amended and Restated Bylaws of NWA, each as in effect on the date hereof.

4.             Annex6, Annex 7, Annex 8 and Annex 9 attached to theClosing Certificate dated August 21, 2006 are, respectively, the true andcomplete copies of the Restated Articles of Incorporation of the Borrower, theRestated Certificate of Incorporation of Holdings, the Second Amended andRestated Certificate of Incorporation of NWAC, and the Restated Certificate ofIncorporation of NWA, each as in effect on the date hereof.

INWITNESS WHEREOF, the undersigned have herein set our names as of the date setforth below.
|                                        |   |                    |
|---------------------------------------------|--------|-------------------------|
| Name: Daniel B. Matthews                    |   | Name: Michael L. Miller |
| Title: Senior  Vice President and Treasurer |   | Title: Secretary        |
|                                        |   |                    |
| Date: March ___,  2007                      |   |                    |   |   |

 

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