Exhibit 10.2


ROUTE SECURITY
AGREEMENT


Between


NORTHWEST
AIRLINES, INC.


and


CITICORP USA,
INC.,


as Collateral Agent






 


Dated as of August
21, 2006



















 


 


Table of
Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Pledge

  	
   

  	
  2

  
	
  Section 2.

  	
   

  	
  Obligations

  	
   

  	
  2

  
	
  Section 3.

  	
   

  	
  No Release

  	
   

  	
  2

  
	
  Section 4.

  	
   

  	
  Representations, Warranties and Covenants

  	
   

  	
  2

  
	
  Section 5.

  	
   

  	
  Supplements, Further Assurances

  	
   

  	
  5

  
	
  Section 6.

  	
   

  	
  Provisions Concerning Pledged Collateral

  	
   

  	
  5

  
	
  Section 7.

  	
   

  	
  Collateral Agent Appointed Attorney-in-Fact

  	
   

  	
  6

  
	
  Section 8.

  	
   

  	
  Collateral Agent May Perform

  	
   

  	
  6

  
	
  Section 9.

  	
   

  	
  The Collateral Agent

  	
   

  	
  6

  
	
  Section 10.

  	
   

  	
  Events of Default, Remedies

  	
   

  	
  7

  
	
  Section 11.

  	
   

  	
  Application of Proceeds

  	
   

  	
  9

  
	
  Section 12.

  	
   

  	
  No Waiver; Discontinuance of Proceeding

  	
   

  	
  9

  
	
  Section 13.

  	
   

  	
  Indemnification

  	
   

  	
  10

  
	
  Section 14.

  	
   

  	
  Amendments, etc

  	
   

  	
  11

  
	
  Section 15.

  	
   

  	
  Termination; Release

  	
   

  	
  11

  
	
  Section 16.

  	
   

  	
  Definitions

  	
   

  	
  12

  
	
  Section 17.

  	
   

  	
  Notices

  	
   

  	
  14

  
	
  Section 18.

  	
   

  	
  Continuing Security Interest; Transfer of Notes

  	
   

  	
  15

  
	
  Section 19.

  	
   

  	
  Governing Law

  	
   

  	
  16

  
	
  Section 20.

  	
   

  	
  Consent to Jurisdiction and Service of Process

  	
   

  	
  16

  
	
  Section 21.

  	
   

  	
  Security Interest Absolute

  	
   

  	
  16

  
	
  Section 22.

  	
   

  	
  Severability of Provisions

  	
   

  	
  17

  



 



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  Section
  23.

  	
   

  	
  Headings

  	
   

  	
  17

  
	
  Section 24.

  	
   

  	
  Execution in Counterparts

  	
   

  	
  17

  
	
  Section 25.

  	
   

  	
  Successors and Assigns

  	
   

  	
  17

  
	
  Section 26.

  	
   

  	
  The Pledgor’s Duties

  	
   

  	
  17

  
	
  Section 27.

  	
   

  	
  Limited Obligations

  	
   

  	
  17

  
	
  Section 28.

  	
   

  	
  Construction of Schedule I

  	
   

  	
  18

  



 


Schedule I – Pledged
Routes



 ii















ROUTE SECURITY AGREEMENT


ROUTE
SECURITY AGREEMENT, dated as of August 21, 2006 (as amended, modified or
supplemented from time to time, the “Agreement”), between NORTHWEST
AIRLINES, INC., a Minnesota corporation, a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantor
and a loan party under the Credit Agreement herein referred to in accordance
with Section 5.5 thereof, as applicable (the “Pledgor”) and CITICORP
USA, INC., as Collateral Agent (the “Collateral Agent”), for the benefit
of the Secured Creditors (as defined in the Credit Agreement).  Except as otherwise defined herein, terms
used herein and defined in the Credit Agreement shall be used herein as therein
defined.


W I T N E S S E T H:


WHEREAS,
the Pledgor and the Collateral Agent are parties to that certain Super Priority
Debtor in Possession and Exit Credit and Guarantee Agreement, dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), by and among the Agents (as defined
therein), the Lenders, Pledgor, Northwest Airlines Corporation, a Delaware
corporation, a debtor and debtor in possession under Chapter 11 of the
Bankruptcy Code or such entity that becomes a guarantor and a loan party under
the Credit Agreement pursuant to Section 5.5 thereof, as applicable, Northwest
Airlines Holdings Corporation, a Delaware corporation, a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code or such entity that becomes
a guarantor and a loan party under the Credit Agreement pursuant to Section 5.5
thereof, NWA Inc., a Delaware corporation, a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantor
and a loan party under the Credit Agreement pursuant to Section 5.5 thereof, as
applicable;


WHEREAS,
in order to induce Agents and Lenders to enter into the Credit Agreement and
the other Loan Documents and to induce Lenders to make the Loans and to issue
(or participate in) Letters of Credit as provided for in the Credit Agreement,
Pledgor has agreed to grant a continuing Lien on the Collateral to secure the
Obligations; and


WHEREAS,
the Pledgor desires to execute this Agreement to satisfy the condition
described in the preceding paragraph;


NOW,
THEREFORE, in consideration of the benefits accruing to the Pledgor, the
receipt and sufficiency of which are hereby acknowledged; the Pledgor hereby
makes the following representations and warranties to the Collateral Agent and
hereby covenants and agrees with the Collateral Agent as follows:









 



Section
1.               Pledge.  The Pledgor hereby pledges to the Collateral
Agent and grants to the Collateral Agent for the benefit of the Secured
Creditors a security interest in all of the following (the “Collateral”),
to secure all of the Obligations:


(i)            all
of the right, title and interest of the Pledgor in, to and under each and every
Pledged Route, Slot, Foreign Slot and Gate Leasehold, in each case whether now
existing or hereafter arising (including any renewals of any existing Pledged
Routes listed on Schedule I) from time to time; and


(ii)           all
Proceeds of any and all of the foregoing;


provided,
however, that notwithstanding any other provision of this Agreement or
the Credit Agreement, this Agreement shall not constitute a grant of a security
interest in any Gate Leaseholds (and, no such property shall be “Collateral”
for purposes of this Agreement) to the extent that such grant of a security
interest or the enforcement of such grant of a security interest is prohibited
by any Requirement of Law or a Governmental Authority, requires a consent not
obtained of any Governmental Authority or is prohibited by, or constitutes a
breach or default under or results in the termination of or requires any consent
not obtained under, any contract, license, agreement, instrument or other
document evidencing or giving rise to the Pledgor’s interest in such Gate
Leaseholds, except to the extent that such Requirement of Law or the term in
such contract, license, agreement, instrument or other document or shareholder
or similar agreement providing for such prohibition, breach, default or
termination or requiring such consent is ineffective under applicable law.


Section
2.               Obligations.  This Agreement secures, and the Collateral is
collateral security for, the Obligations.


Section
3.               No Release.  Nothing set forth in this Agreement shall
relieve the Pledgor from the performance of any term, covenant, condition or
agreement on the Pledgor’s part to be performed or observed under or in respect
of any of the Collateral or from any liability to any Person under or in
respect of any of the Collateral or impose any obligation on the Collateral
Agent or any Secured Creditor to perform or observe any such term, covenant, condition
or agreement on the Pledgor’s part to be so performed or observed or impose any
liability on the Collateral Agent or any Secured Creditor for any act or
omission on the part of the Pledgor relating thereto or for any breach of any
representation or warranty on the part of the Pledgor contained in this
Agreement, or in respect of the Collateral or made in connection herewith or
therewith.  This Section shall survive
the termination of this Agreement and the discharge of the Pledgor’s other
obligations hereunder and under the Loan Documents.


Section
4.               Representations,
Warranties and Covenants.  The
Pledgor represents, warrants and covenants as follows:


(i)            All
filings, registrations and recordings necessary or reasonably requested by the
Collateral Agent to create, preserve, protect and perfect the security
interests granted by the Pledgor to the Collateral Agent for the benefit of the
Secured Creditors



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hereby in respect of the Collateral have been
accomplished by the Pledgor to the extent that such security interests can be
perfected under the Uniform Commercial Code and the Federal Aviation Act.  The security interests granted to the
Collateral Agent for the benefit of the Secured Creditors pursuant to this instrument
in and to the Collateral constitute and hereafter will constitute a perfected
security interest therein superior and prior to the rights of all other Persons
therein (to the extent such perfection and priority can be obtained under the
Uniform Commercial Code or by filing a record of such security interest with
the FAA) and is entitled to all the rights, priorities and benefits afforded by
the Uniform Commercial Code, the Federal Aviation Act as enacted in any
relevant jurisdiction to perfected security interests.


(ii)           The
Pledgor is, and as to Collateral acquired by it from time to time after the
date hereof the Pledgor will be, the owner of all Collateral free from any Lien
except for the Lien and security interest created by this Agreement, Permitted
Liens and subject to the Federal Aviation Act, and except for any Lien in favor
of a lessor created under the terms of an agreement giving rise to a Gate
Leasehold.  The Pledgor shall defend the
Collateral against any and all claims and demands of all Persons at any time
claiming any interest therein adverse to the Collateral Agent or any Secured
Creditor.


(iii)          There
is no financing statement (or similar statement or instrument of registration
under the law of any jurisdiction) on the date hereof, covering or purporting
to cover any interest of any kind in the Collateral, and so long as the Credit
Agreement has not been terminated or any of the Obligations remain, the Pledgor
shall not execute or authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction), or statements relating to the Collateral, except financing
statements filed or to be filed in respect of and covering the security
interests granted hereby by the Pledgor and except as may be otherwise
permitted by the Credit Agreement.


(iv)          The
chief executive offices of the Pledgor as of the date of this Agreement are
located at 2700 Lone Oak Parkway, Eagan, MN 55121.  The Pledgor shall not, until it shall have
given to the Collateral Agent not less than 45 days’ prior written notice of
its intention to do so, (a) move its chief executive office from the location
referred to in the previous sentence or change its jurisdiction of
incorporation or (b) change its name, identity or corporate or other organizational
structure to such an extent that any financing statement filed by the
Collateral Agent in connection with this Agreement would become misleading; and
the Pledgor shall, in each case, provide such other information in connection
therewith as the Collateral Agent may reasonably request and shall have taken
all action reasonably satisfactory to the Collateral Agent to maintain the
perfection and priority of the security interest of the Collateral Agent on
behalf of the Secured Creditors in the Collateral intended to be granted
hereby.


(v)           Set
forth on Schedule I is a true, correct and complete list of the Pledged Routes
as of the date hereof, including a copy of each certificate or order issued by
the DOT and the applicable Foreign Aviation Authority representing such Pledged
Routes.



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The Pledgor represents and warrants that it
holds the requisite authority to operate over each of the Pledged Routes
pursuant to the Federal Aviation Act and all rules and regulations promulgated
thereunder, subject only to the regulations of the DOT, the FAA and the
applicable Foreign Aviation Authority, and that it has, at all times after
obtaining each such Pledged Route, complied in all material respects with all
of the terms, conditions and limitations of each such certificate or order
issued by the DOT and the applicable Foreign Aviation Authority and with all
applicable provisions of the Federal Aviation Act and applicable rules and
regulations promulgated thereunder and that there exists no material violation
of such terms, conditions or limitations that gives the FAA, DOT or the
applicable Foreign Aviation Authority the right to terminate, cancel, withdraw
or modify the rights of the Pledgor in any such Pledged Routes.  The Pledgor further represents and warrants that,
as of the date hereof, none of the airports located in the United States of
America at which the Borrower conducts scheduled operations for direct non-stop
flights to Asia using the Pacific Routes is a slot-constrained airport.  If any of the airports located in the United
States of America at which the Borrower conducts scheduled operations for
direct non-stop flights to Asia using the Pacific Routes is or becomes a
slot-constrained airport after the Closing Date, the Pledgor shall promptly
notify the Collateral Agent thereof.


(vi)          The
Pledgor is a Citizen of the United States and a Certified Air Carrier.  All material licenses, permits,
authorizations, certificates of compliance, certificates of public convenience
and necessity and other certificates (including, without limitation, air
carrier operating certificates and operations specifications issued by the FAA
pursuant to 14 C. F. R. Part 121) which are required by the DOT or the FAA and
which are adequate for the conduct of the business of the Pledgor are in force
and duly issued to the Pledgor.  There
are no license fees owed on the Pledgor’s DOT or FAA licenses, certificates or
authorizations.  The Pledgor is in
compliance with all material requirements of the certificates and
authorizations issued to it by the DOT or the FAA.


(vii)         The
Pledgor has full corporate power and authority and legal right to pledge all of
the Collateral pursuant to this Agreement.


(viii)        No
consent of any other party (including, without limitation, stockholders or
creditors of the Pledgor), and no consent, authorization, approval, or other
action by, and (except in connection with the perfection of the Lien created
hereby) no notice to or filing with, any Governmental Authority or other Person
is required either (x) for the pledge by the Pledgor of the Collateral pursuant
to this Agreement or for the execution, delivery or performance of this
Agreement or (y) for the exercise by the Collateral Agent of the rights
provided for in this Agreement or the remedies in respect of the Collateral
pursuant to this Agreement; provided, however, that the transfer
of Pledged Routes is subject to the consent of the DOT and may be subject to
the consent of the applicable Foreign Aviation Authority as set forth in
Section 10B below.


(ix)           All
information set forth herein relating to the Collateral is accurate in all
material respects as of the date hereof.



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(x)            This
Agreement is made with full recourse to the Pledgor and pursuant to and upon
all the warranties, representations, covenants and agreements on the part of
the Pledgor contained herein, in the other Loan Documents, and otherwise in
writing in connection herewith or therewith.


Section
5.               Supplements, Further
Assurances.  The Pledgor agrees that
at any time and from time to time, at the expense of the Pledgor, the Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be required or that the Collateral Agent
reasonably deems necessary, in order to perfect, preserve and protect any
security interest granted or purported to be granted hereby or to enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder with
respect to any Collateral including, without limitation, any actions reasonably
requested by the Collateral Agent to register, record and identify the
Collateral Agent as a “Holder” of a Slot with the FAA and to cause evidence of
its title to be duly recorded, filed or filed for recording, to the extent
permitted or required under any applicable law, by the Pledgor as owner and any
actions reasonably requested by the Collateral Agent required to perfect
preserve and protect any such security interest under other applicable laws.


Section
6.               Provisions Concerning
Pledged Collateral.


(i)            Financing
Statements.  The Pledgor hereby
authorizes the Collateral Agent, at any time and from time to time, to file or
record such financing statements and amendments thereto, in form and substance
acceptable to the Collateral Agent, as may from time to time be required or
necessary to grant, continue and maintain a valid, enforceable, first priority
security interest in the Collateral as provided herein (to the extent such
perfection and priority can be obtained by filing a Uniform Commercial Code
financing statement or by filing a record of such security interest with the
FAA), and the other rights, as against third parties, provided hereby, all in
accordance with the Uniform Commercial Code as enacted in any and all relevant
jurisdictions or any other relevant law. 
The Pledgor shall pay any applicable filing fees and other expenses
related to the filing of such financing statements and amendments thereto.


(ii)           Compliance
with Laws and Regulations.  The
Pledgor shall promptly comply in all material respects with all laws,
ordinances; orders, rules, regulations, and requirements of all Federal, state,
municipal or other governmental or quasi-governmental authorities or bodies
including, without limitation, Foreign Aviation Authorities, then having
jurisdiction over the Collateral (or any part thereof) and/or the use thereof
by the Pledgor, of every nature and kind (the “Requirements”) including
any of the same which relate to or require changes or requirements incident to
or as the result of any use thereof or otherwise, and the Pledgor shall so
comply, whether or not such Requirements shall now exist or shall hereafter be
enacted or promulgated and whether or not the same may be said to be within the
present contemplation of the parties hereto. 
Notwithstanding the foregoing, if the Pledgor contests a Requirement, it
shall not be obligated to comply with such Requirement to the extent such
non-compliance or



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deferral is consistent with law and does not
have a materially adverse effect on the Collateral or the security interest
therein.


(iii)          Notice
of Laws.  The Pledgor agrees to give
the Collateral Agent notice of any violations of any Requirement enacted,
passed, promulgated, made, issued or adopted by any of the governmental
departments or agencies or authorities hereinbefore mentioned affecting the
Collateral or the Pledgor’s use thereof, a copy of which is served upon or
received by the Pledgor, or otherwise brought to the attention of the Pledgor,
by mailing within thirty (30) business days after such service, receipt, or
after the same otherwise comes to the attention of the Pledgor, a copy of each
and every one thereof to the Collateral Agent. 
At the same time, the Pledgor will inform the Collateral Agent as to the
work or steps which the Pledgor proposes to do or take in order to correct the
violation.  Notwithstanding the
foregoing, however, if such work or step would require any alterations which
would, in the Collateral Agent’s reasonable opinion, reduce the value of the
Collateral or change the general character or use of the Collateral, the
Pledgor may, with the consent of the Collateral Agent, defer compliance
therewith, as long as such deferral is consistent with applicable law in order
that the Pledgor may, with the consent of the Collateral Agent, at the Pledgor’s
expense, contest or seek modification of or other relief with respect to such
Requirements, but nothing herein shall relieve the Pledgor of the duty and
obligation, at the Pledgor’s expense, to comply with such Requirements, or such
Requirements as modified, whenever the Collateral Agent shall so direct.


Section
7.               Collateral Agent
Appointed Attorney-in-Fact.  The
Pledgor hereby appoints the Collateral Agent the Pledgor’s attorney-in-fact,
with full authority in the place and stead of the Pledgor and in the name of
the Pledgor or otherwise; from time to time in the Collateral Agent’s
discretion to take any action and to execute any instrument which the
Collateral Agent may reasonably deem necessary or advisable to accomplish the
purposes of this Agreement, which appointment as attorney-in-fact is coupled
with an interest.


Section
8.               Collateral Agent May
Perform.  If the Pledgor fails to
perform any agreement contained herein after receipt of a written request to do
so from the Collateral Agent, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Collateral
Agent, including, without limitation, the fees and expenses of its counsel,
incurred in connection therewith, shall be payable by the Pledgor and shall be
considered Obligations.


Section
9.               The Collateral Agent.  It is expressly understood and agreed by the
parties hereto and each Secured Creditor, by accepting the benefits of this
Agreement, acknowledges and agrees that the obligations of the Collateral Agent
as holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement. 
The Collateral Agent shall act hereunder on the terms and conditions set
forth in Section 10 of the Credit Agreement.



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Section
10.             Events of Default,
Remedies:


A.            Events of Default.  It shall be an Event of Default hereunder if
under the Credit Agreement an “Event of Default” (as such term is defined in
the Credit Agreement) shall occur.


B.            Remedies: Obtaining the
Collateral Upon Event of Default.  If
any Event of Default shall have occurred and be continuing, then and in every
such case, the Collateral Agent (acting at the direction and with the consent
of the Required Lenders) may, at any time or from time to time during such
Event of Default:


(i)            Declare
the entire right, title and interest of the Pledgor in and to the Collateral
vested, subject to the requirements imposed by the Federal Aviation Act and the
DOT (and, in the case of Gate Leaseholds, the requirements imposed by the
applicable Governmental Authorities and/or airport authorities), in which event
such rights, title and interest shall immediately vest in the Collateral Agent,
in which case the Pledgor agrees to execute and deliver such deeds of
conveyance, assignments and other documents or instruments (including any
notices or applications to the DOT, FAA, applicable Foreign Aviation
Authorities or any other governmental or regulatory authority having
jurisdiction over any such Pledged Route or the use thereof) as shall be
requested by the Collateral Agent in order to effectuate the transfer of such
Collateral, together with copies of the certificates or orders issued by the
DOT and the Foreign Aviation Authorities representing same and any other rights
of the Pledgor with respect thereto, to any designee or designees selected by
the Collateral Agent and approved by the DOT, it being understood that, as of
the date hereof, the DOT may approve transfers of the Pledged Routes only to
duly certificated U.S. citizen “air carriers”; it being further understood that
the Pledgor’s obligation to deliver such Collateral and such documents and
instruments with respect thereto is of the essence of this Agreement and that,
accordingly, upon application to a court of equity having jurisdiction, the
Collateral Agent shall be entitled to a decree requiring specific performance
by the Pledgor of said obligations; and


(ii)           Sell
or otherwise liquidate, or direct the Pledgor to sell or otherwise liquidate,
any or all of the Collateral or any part thereof, subject to the requirements
imposed by the Federal Aviation Act and the DOT (and, in the case of the Gate
Leaseholds, the requirements imposed by the applicable Government Authorities
and/or airport authorities) and take possession of the proceeds of any such
sale or liquidation.


C.            Remedies; Disposition of the
Collateral.


(i)            If
any Event of Default shall have occurred and be continuing, the Collateral
Agent may from time to time exercise in respect of the Collateral, in addition
to other rights and remedies provided for herein or otherwise available to it,
and to the extent not in violation of applicable law, including the Federal
Aviation Act, and subject to the approval of the DOT or its successor or
nominee, all the rights and remedies of a secured party on default under the
Uniform Commercial Code in effect in all relevant jurisdictions at the time of
such Event of Default, and the Collateral Agent may also in its sole
discretion, without notice except as specified below, sell the Collateral or
any



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part thereof in one or more parcels at public
or private sale, at any exchange, broker’s board or at any of the Collateral
Agent’s offices or elsewhere, for cash, on credit or for fixture delivery, and
at such price or prices and upon such other terms as the Collateral Agent may
deem commercially reasonable.  To the
extent not inconsistent with the Federal Aviation Act and the DOT requirements
and any additional requirements of the applicable Governmental Authorities
and/or airport authorities, the Collateral Agent or any other Secured Creditor
may be the purchasers of any or all of the Collateral at any such sale and
shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Collateral sold at such
sale, to use and apply any of the Obligations owed to such Person as a credit
on account of the purchase price of any Collateral payable by such Person at
such sale.  Each purchaser at any such
sale shall acquire the property sold absolutely free from any claim or right on
the part of the Pledgor, and the Pledgor hereby waives, to the fullest extent
permitted by law, all rights of redemption, stay or appraisal which it now has
or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.  The
Pledgor agrees that, to the extent notice of sale shall be required by law, at
least ten days’ notice to the Pledgor of the time and place of any public sale
or the time after which any private sale is to be made shall constitute
reasonable notification.  The Collateral
Agent shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given.  The
Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so
adjourned.  The Pledgor hereby waives, to
the full extent permitted by law, any claims against the Collateral Agent
arising by reason of the fact that the price at which any Collateral may have
been sold at such a private sale was less than the price which might have been
obtained at a public sale.


(ii)           Except
as otherwise provided herein, the Pledgor hereby waives, to the fullest extent
permitted by applicable law, notice or judicial hearing in connection with the
Collateral Agent’s taking possession or the Collateral Agent’s disposition of
any of the Collateral, including, without limitation, any and all prior notice
and hearing for any prejudgment remedy or remedies and any such right which the
Pledgor would otherwise have under law; and the Pledgor hereby further waives
to the fullest extent permitted by applicable law: (a) all damages occasioned
by such taking of possession; (b) all other requirements as to the time, place
and terms of sale or other requirements with respect to the enforcement of the
Collateral Agent’s rights hereunder; and (c) all rights of redemption,
appraisement, valuation, stay, extension or moratorium now or hereafter in
force under any applicable law.  Any sale
of, or the grant of options to purchase, or any other realization upon, any
Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the Pledgor therein and thereto, and
shall be a perpetual bar both at law and in equity against the Pledgor and
against any and all Persons claiming or attempting to claim the Collateral so
sold, optioned or realized upon, or any part thereof, from, through and under
the Pledgor.



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Section
11.             Application of Proceeds.


(a)           Any cash held by the Collateral Agent
as Collateral and all cash proceeds received by the Collateral Agent in respect
of any sale of, collection from, or other realization upon all or any part of
the Collateral pursuant to the exercise by the Collateral Agent of its remedies
as a secured creditor as provided in Section 10 of this Agreement shall be applied
from time to time by the Collateral Agent:


(i)            first,
to the payment of all Obligations owing the Collateral Agent in its capacity as
Collateral Agent;


(ii)           second,
to the extent proceeds remain after the application pursuant to the preceding
clause (i), an amount equal to the outstanding Obligations shall be paid to the
Secured Creditors, with each Secured Creditor receiving an amount equal to its
outstanding Obligations or, if the proceeds are insufficient to pay in full all
such Obligations, its Pro Rata Share (as defined below) of the amount remaining
to be distributed; and


(iii)          third,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) and (ii) and following the termination of this Agreement pursuant
to Section 15 hereof, to the Pledgor or as required by the Intercreditor
Agreement or applicable law.


(b)           For purposes of this Agreement “Pro
Rata Share” shall mean, when calculating a Secured Creditor’s portion of any
distribution or amount, that amount (expressed as a percentage) equal to a
fraction the numerator of which is the then unpaid amount of such Secured
Creditor’s Obligations and the denominator of which is the then outstanding
amount of all Obligations.


(c)           If any payment to any Secured
Creditor of its Pro Rata Share of any distribution would result in .overpayment
to such Secured Creditor, such excess amount shall instead be distributed in
respect of the unpaid Obligations of the other Secured Creditors, with each
Secured Creditor whose Obligations have not been paid in full to receive an
amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Obligations of such Secured Creditor and the denominator of
which is the unpaid Obligations of all Secured Creditors entitled to such
distribution.


(d)           It is understood that the Pledgor
shall remain liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the aggregate amount of the sums referred to in
clauses (i) and (ii) of Section 11(a).


Section
12.             No Waiver;
Discontinuance of Proceeding.


(a)           Each and every right, power and
remedy hereby specifically given to the Collateral Agent or otherwise in this
Agreement shall be cumulative and shall be in addition to



 9
 






 



every other right, power and remedy
specifically given under this Agreement or the other Loan Documents now or
hereafter existing at law, in equity or by statute and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time or simultaneously and as often and in such order as
may be deemed expedient by the Collateral Agent.  All such rights, powers and remedies shall be
cumulative and the exercise or the beginning of the exercise of one shall not
be deemed a waiver of the right to exercise any other or others.  No delay or omission of the Collateral Agent
in the exercise of any such right, power or remedy and no renewal or extension
of any of the Obligations shall impair any such right, power or remedy or shall
be construed to be a waiver of any default or Event of Default or an
acquiescence therein.  No notice to or
demand on the Pledgor in any case shall entitle it to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
any of the rights of the Collateral Agent to any other or further action in any
circumstances without notice or demand. 
In the event that the Collateral Agent shall bring any suit to enforce
any of its rights hereunder and shall be entitled to judgment, then in such
suit the Collateral Agent may recover reasonable expenses, including attorneys’
fees, and the amounts thereof shall be included in such judgment.


(b)           In the event the Collateral Agent
shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale, entry or otherwise, and such
proceeding shall have been discontinued or abandoned for any reason or shall
have been determined adversely to the Collateral Agent, then and in every such
case the Pledgor, the Collateral Agent and each holder of any of the
Obligations shall to the extent permitted by applicable law be restored to
their respective former positions and rights hereunder with respect to the
Collateral, and all rights, remedies and powers of the Collateral Agent and the
Secured Parties shall continue as if no such proceeding had been instituted.


Section
13.             Indemnification.


(a)           The Pledgor agrees to indemnify,
reimburse and hold the Collateral Agent, each Secured Creditor and their
respective successors, permitted assigns, employees, agents and servants
(hereinafter in this Section 13 referred to individually as “Indemnitee,”
and collectively as “Indemnitees”) harmless from any and all
liabilities, obligations, damages, injuries, penalties, claims, demands,
actions, suits, judgments and any and all reasonable costs, expenses or
disbursements (including reasonable attorneys’ fees and expenses) (for the
purposes of this Section 13 the foregoing are collectively called “expenses”)
of whatsoever kind and nature imposed on, asserted against or incurred by any
of the Indemnitees in any way relating to or arising out of this Agreement, any
other Loan Document or any other document executed in connection herewith or
therewith or in any other way connected with the administration of the
transactions contemplated hereby or thereby or the enforcement of any of the
terms of, or the preservation of any rights under any thereof, or in any way
relating to or arising out of the manufacture, ownership, ordering, purchase,
delivery, control, acceptance, lease, financing, possession, operation,
condition, sale, return or other disposition, or use of the Collateral
(including, without limitation, latent or other defects, whether or not
discoverable), the violation of the laws of any country, state or other
governmental body or unit, any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on account
of



 10
 






 



injury to or the death of any Person
(including any Indemnitee), or property damage; provided that no
Indemnitee shall be indemnified pursuant to this Section 13(a) for losses,
damages or liabilities to the extent caused by the gross negligence or willful
misconduct of such Indemnitee.  The
Pledgor agrees that upon written notice by any Indemnitee of the assertion of
such a liability, obligation, damage, injury, penalty, claim, demand, action,
suit or judgment, the Pledgor shall assume full responsibility for the defense
thereof.  Each Indemnitee agrees to use
its best efforts to promptly notify the Pledgor of any such assertion of which
such Indemnitee has knowledge.


(b)           Without limiting the application of
Section 13(a), the Pledgor agrees to pay, or reimburse the Collateral Agent
for, any and all reasonable fees, costs and expenses of whatever kind or nature
incurred in connection with the creation, preservation or protection of the
Collateral Agent’s Liens on, and security interest in, the Collateral,
including; without limitation, all fees and taxes in connection with the
recording or filing of instruments and documents in public offices, payment or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance with respect to the Collateral and all other reasonable fees,
costs and expenses in connection with protecting, maintaining or preserving the
Collateral and the Collateral Agent’s interest therein, whether through
judicial proceedings or otherwise, or in defending or prosecuting any actions,
suits or proceedings arising out of or relating to the Collateral.


(c)           If and to the extent that the
Obligations of the Pledgor under this Section 13 are unenforceable for any
reason, the Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law.


(d)           Any amounts paid by any Indemnitee as
to which such Indemnitee has the right to reimbursement shall constitute
Obligations secured by the Collateral. 
The indemnity obligations of the Pledgor contained in this Section 13
shall continue in full force and effect notwithstanding the payment of all of
the Loans issued under the Credit Agreement and the payment of all other
Obligations thereunder and notwithstanding the discharge thereof.


Section
14.             Amendments, etc.  This Agreement may not be amended, modified
or waived except with the written consent of the Pledgor and the Collateral
Agent (with the consent of the Required Lenders or, to the extent required by
Section 11.1 of the Credit Agreement, all of the Lenders).  Any amendment, modification or supplement of
or to any provision of this Agreement, any termination or waiver of any
provision of this Agreement and any consent to any departure by the Pledgor
from the terms of any provision of this Agreement shall be effective only in
the specific instance and for the specific purpose for which made or
given.  No notice to or demand upon the
Pledgor in any instance hereunder shall entitle the Pledgor to any other or
further notice or demand in similar or other circumstances.


Section
15.             Termination; Release.


(a)           After the payment in full in cash of
the Obligations, this Agreement shall terminate (provided that all indemnities
set forth herein shall survive) and the Collateral Agent,



 11
 






 



at the request and expense of the Pledgor,
will promptly execute and deliver to the Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to the Pledgor,(without recourse and
without any representation or warranty) such of its Collateral as may be in the
possession of the Collateral Agent and as has not theretofore been sold or
otherwise applied or released pursuant to this Agreement.  As used in this Agreement, “Termination Date”
shall mean the date upon which the Loans and the other Obligations under the
Loan Documents shall have been indefeasibly paid in full and the Commitments
have been terminated.


(b)           In the event that any part of the
Collateral is sold in connection with a sale permitted by the Credit Agreement
or this Agreement or is otherwise released at the direction of the Required
Lenders (or all the Lenders if required by Section 11.1 of the Credit
Agreement) and the proceeds of such sale or sales or from such release are applied
in accordance with the terms of the Credit Agreement, such Collateral will be
sold free and clear of the Liens created by this Agreement and the Collateral
Agent, at the request and expense of the Pledgor, will duly assign, transfer
and deliver to the Pledgor (without recourse and without any representation or
warranty) such of the Collateral of the Pledgor as is then being (or has been)
so sold or released and as may be in the possession of the Collateral Agent and
has not theretofore been released pursuant to this Agreement.


(c)           At any time that the Pledgor desires
that Collateral be released as provided in the foregoing Section 15(a) or
(b), it shall deliver to the Collateral Agent a certificate signed by its chief
financial officer or another authorized senior officer stating that the release
of the respective Collateral is permitted pursuant to Section 15(a) or
(b).  If requested by the Collateral
Agent (although the Collateral Agent shall have no obligation to make any such
request), the Pledgor shall furnish appropriate legal opinions (from counsel,
which may be in-house counsel, acceptable to the Collateral Agent) to the
effect set forth in the immediately preceding sentence.  The Collateral Agent shall have no liability
whatsoever to any Secured Creditor as the result of any release of Collateral
by it as permitted by this Section 15.


(d)           Notwithstanding anything to the
contrary contained herein or in any other Loan Document, no such Collateral
shall be released in connection with clause (b) of this Section 15 unless the
corresponding liens (if any) of U.S. Bank and the PBGC (as defined in the
Intercreditor Agreement) and any other lien on such Collateral permitted under
Section 7.3(f) of the Credit Agreement are released prior to or concurrently with
any such release hereunder.


Section
16.             Definitions.  The following terms shall have the following
meanings.  Such definitions shall be
equally applicable to the singular and plural forms of the terms defined.


“Agreement”
has the meaning provided in the preamble hereto.


“Certificated
Air Carrier” has the meaning provided in the Credit Agreement.


“Citizen
of the United States” has the meaning provided in the Credit Agreement.



 12
 






 



“Collateral”
has the meaning provided in Section 1 hereof.


“Credit
Agreement” has the meaning provided in the recitals hereof.


“DOT”
has the meaning provided in the Credit Agreement.


“Event
of Default” has the meaning provided in Section 10.A hereof.


“FAA”
has the meaning provided in the Credit Agreement.


“Federal
Aviation Act” shall mean the Federal Aviation Act of 1958, as amended and
recodified in Title 49, United States Code, or any similar legislation of the
United States to supersede; amend or supplement such Act and the rules and
regulations promulgated thereunder.


“Foreign
Aviation Authority” has the meaning provided in the Credit Agreement.


“Foreign
Slots” has the meaning provided in the Credit Agreement.


“Governmental
Authority” has the meaning provided in the Credit Agreement.


“Indemnitee”
shall have the meaning provided in Section 13 hereof.


“Obligations”
has the meaning provided in the Credit Agreement.


“Pledged
Routes” shall mean, at any time, the “Pacific Routes” as such term is
defined in the Credit Agreement.


“Pledgor”
has the meaning provided in the preamble hereto.


“Proceeds”
shall have the meaning assigned that term under the Uniform Commercial Code as
in effect in any relevant jurisdiction or under other relevant law and, in any
event, shall include, but not be limited to, any and all (i) proceeds of any
insurance, indemnity, warranty or guarantee payable to the Collateral Agent or
to the Pledgor or any Affiliate of the Pledgor from time to time with respect
to any of the Collateral, (ii) payments (in any form whatsoever), made or due
and payable to the Pledgor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any Person acting
under color of Governmental Authority), (iii) instruments representing
obligations to pay amounts in respect of the Collateral, (iv) products of the
Collateral and (v) other amounts from time to time paid or payable under or in
connection with any of the Collateral.


“Pro
Rata Share” has the meaning provided in Section 11(b) hereof.


“Requirement
of Law” has the meaning provided in the Credit Agreement.


“Requirements’
has the meaning provided in Section 6(iii) hereof.



 13
 






 



“Secured
Creditors” has the meaning provided in the Credit Agreement.


“Termination
Date” has the meaning provided in Section 15 hereof.


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.


Section
17.             Notices.  Except as otherwise specified herein, all
notices, requests, demands or other communications to or upon the respective
parties hereto shall be in writing (including telegraphic, telex, facsimile
transmission or cable communication) and shall be delivered, mailed,
telegraphed, telexed, facsimile transmitted or cabled, addressed:



 14
 






 



 


	
   

  	
  (a)

  	
  if to the Pledgor, to its office at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Northwest Airlines, Inc.

  
	
   

  	
   

  	
  2700 Lone Oak Parkway

  
	
   

  	
   

  	
  Eagan, Minnesota 55121

  
	
   

  	
   

  	
  Fax:

  	
  (612) 726-2274

  
	
   

  	
   

  	
  Attention:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
   

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  if to the Collateral Agent, to its office at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citicorp USA, Inc.

  
	
   

  	
   

  	
  388 Greenwich Street, 20th Floor

  
	
   

  	
   

  	
  New York, New York 10013

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 816-2374

  
	
   

  	
   

  	
  Fax:

  	
  (212) 816-2613

  
	
   

  	
   

  	
  Attention:

  	
  James McCarthy

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Latham & Watkins LLP

  
	
   

  	
   

  	
  Sears Tower, Suite 5800

  
	
   

  	
   

  	
  233 South Wacker Drive

  
	
   

  	
   

  	
  Chicago, IL 60606

  
	
   

  	
   

  	
  Telephone:

  	
  (312) 876-7700

  
	
   

  	
   

  	
  Fax:

  	
  (312) 993-9767

  
	
   

  	
   

  	
  Attention:

  	
  James W. Doran and David S. Heller

  



 


(c)           if to any Lender, either (x) to the
Administrative Agent, at the address of the Administrative Agent specified in
the Credit Agreement or (y) at such address as such Lender shall have specified
in the Credit Agreement;


or at such other
address as shall have been furnished in writing by any Person described above
to the party required to give notice hereunder. 
All such notices and communications shall, when mailed, telegraphed,
telexed, facsimile transmitted or cabled or sent by overnight courier, be
effective on the third Business Day following deposit in the U.S. mails, certified,
return receipt requested, when delivered to the telegraph company, cable
company or on the day following delivery to an overnight courier, as the case
may be, or sent by telex or facsimile device, except that notices and
communications to the Collateral Agent shall not be effective until received by
the Collateral Agent.


Section
18.             Continuing Security
Interest; Transfer of Notes.  This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until payment in full in cash of all
Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and
(iii) inure, together with the rights and remedies of the Collateral Agent



 15
 






 



hereunder, to the
benefit of the Collateral Agent and each other Secured Creditor and each of
their respective successors, transferees and assigns; no other persons
(including, without limitation, any other creditor of the Pledgor) shall have
any interest herein or any right or benefit with respect hereto.  Without limiting the generality of the
foregoing clause (iii) and subject to the provisions of the Credit Agreement,
any Secured Creditor may assign or otherwise transfer any indebtedness held by
it secured by this Agreement to any other person or entity, and such other
person or entity shall thereupon become vested with all the benefits in respect
thereof granted to such Secured Creditor herein or otherwise, subject, however,
to the provisions of the Credit Agreement.


Section
19.             Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.


Section
20.             Consent to Jurisdiction
and Service of Process.  All judicial
proceedings brought against the Pledgor with respect to this Agreement may be
brought in any state or federal court of competent jurisdiction in the State of
New York and by execution and delivery of this Agreement, the Pledgor accepts
for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Agreement.  The Pledgor
designates and appoints CT Corporation System, 1633 Broadway, New York, New
York 10019 and such other Persons as may hereafter be selected by the Pledgor
irrevocably agreeing in writing to so serve, as its agent to receive on its
behalf service of all process in any such proceedings in any such court, such
service being hereby acknowledged by the Pledgor to be effective and binding
service in every respect.  A copy of any
such process so served shall be mailed by registered mail to the Pledgor at the
address set forth on the signature page of this Agreement, except that unless
otherwise provided by applicable law, any failure to mail such copy shall not
affect the validity of service of process. 
If any agent appointed by the Pledgor refuses to accept service, the
Pledgor hereby agrees that service upon it by mail shall constitute sufficient
notice.  Nothing herein shall affect the
right to serve process in any other manner permitted by law or shall limit the
right of the Collateral Agent to bring proceedings against the Pledgor in the
courts of any other jurisdiction.


Section
21.             Security Interest
Absolute.  The obligations of the
Pledgor hereunder shall remain in full force and effect without regard to, and
shall not be impaired by (a) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or the like of the Pledgor,
except to the extent that the enforceability thereof may be limited by any such
event; (b) any exercise or non-exercise, or any waiver of any right, remedy,
power or privilege under or in respect of this Agreement or any other Loan
Document, except as specifically set forth in a waiver granted pursuant to
Section 14; (c) any amendment to or modification of any Loan Document or any
security for any of the Obligations, whether or not the Pledgor shall have
notice or knowledge of any of the foregoing, except as specifically set forth
in an amendment or modification executed pursuant to Section 14; (d) any lack
of validity or enforceability of the Credit Agreement or any other agreement or
instrument relating thereto;



 16
 






 



or (e) any other
circumstances which might otherwise constitute a defense available to, or a
discharge of, the Pledgor.


Section
22.             Severability of
Provisions.  Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.


Section
23.             Headings.  Section headings used in this Agreement are
for convenience of reference only and shall not affect the construction of this
Agreement.


Section
24.             Execution in
Counterparts.  This Agreement may be
executed in any number of counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original, and all of which
counterparts, taken together, shall constitute one and the same Agreement.  A set of the counterparts executed by all the
parties hereto shall be lodged with the Pledgor and the Collateral Agent.


Section
25.             Successors and Assigns.  This Agreement shall be binding upon the
Pledgor and its successors and assigns and shall inure to the benefit of the
Collateral Agent and each Secured Creditor and their respective successors and
assigns; provided that the Pledgor may not transfer or assign any or all
of its rights or obligations hereunder without the prior written consent of the
Collateral Agent.  All agreements,
statements, representations and warranties made by the Pledgor herein or in any
certificate or other instrument delivered by the Pledgor or on its behalf under
this Agreement shall be considered to have been relied upon by the Secured
Creditors and shall survive the execution and delivery of this Agreement and
the other Loan Documents regardless of any investigation made by the Secured
Creditors or on their behalf.


Section
26.             The Pledgor’s Duties.  It is expressly agreed, anything herein
contained to the contrary notwithstanding, that the Pledgor shall remain liable
to perform all of the obligations, if any, assumed by it with respect to the
Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Collateral Agent be required or obligated in any
manner to perform or fulfill any of the obligations of the Pledgor under or
with respect to any Collateral.


Section
27.             Limited Obligations.  It is the desire and intent of the Pledgor,
the Collateral Agent and the Secured Creditors that this Agreement shall be
enforced against the Pledgor to the fullest extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is
sought.  If and to the extent that the
obligations of the Pledgor under this Agreement shall be adjudicated to be
invalid or unenforceable for any reason (including, without limitation, because
of any applicable state or federal law relating to fraudulent conveyances or
transfers, which laws would determine the solvency of the Pledgor by reference
to the full amount of the Obligations at the time of the execution and delivery
of this Agreement), then the amount of the Obligations of the Pledgor shall be
deemed to be reduced



 17
 






 



and the Pledgor
shall pay the maximum amount of the Obligations which would be permissible
under the applicable law.


Section
28.             Construction of
Schedule I.  It is understood and
agreed that the last two columns of Schedule I are intended to be descriptive
of the Pledged Routes listed on such Schedule as of the date hereof and shall
not be construed as limiting in any way the Collateral subject to this
Agreement.


[Remainder of Page Intentionally
Left Blank]


[Signature Pages Follow]



 18















IN
WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.


	
  

  	
  NORTHWEST AIRLINES, INC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.,

  
	
   

  	
   

  	
  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      James J. McCarthy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James J. McCarthy

  
	
   

  	
   

  	
  Title:

  	
  Director/Vice President

  
							



 


SIGNATURE PAGE TO


THE ROUTE SECURITY AGREEMENT
















SCHEDULE I


Schedule of Pledged Routes


	
  Route to be

  Pledged

  	
   

  	
  Certification or Exemption

  Authority

  	
   

  	
  Route Number

  of Certificate

  Containing

  Authority

  	
   

  	
  Issued by DOT/CAB

  Order

  	
   

  	
  Current

  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.–Japan and

  beyond with open intermediates

  	
   

  	
  Certificate

  	
   

  	
  Route 129

  	
   

  	
  Order 98-6-22

  OST 98-3441

  	
   

  	
  Indefinite (Subject to continuing effect under APA;
  renewal filed 12/20/2003)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.–China

  (named U.S. gateways to named points in China, via Japan)

  	
   

  	
  Certificate

  	
   

  	
  Route 378

  	
   

  	
  Order 99-2-8

  OST 97-3177

  	
   

  	
  Indefinite (Subject to continuing effect under APA;
  renewal filed 8/1/2003)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Detroit-Beijing

  added as Segment 2

  	
   

  	
  Certificate

  	
   

  	
  Route 378

  	
   

  	
  Order 2001-12-8 Docket OST-95-969

  	
   

  	
  Indefinite (Subject to continuing effect under APA;
  renewal filed 6/5/2006)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.–China

  all-cargo with open intermediates and beyond

  	
   

  	
  Certificate

  	
   

  	
  Route 828

  	
   

  	
  Order 2005-3-40

  OST-04-19077

  	
   

  	
  4/1/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.-China 9

  weekly roundtrip frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 11/13/98 Docket OST-96-1934

  	
   

  	
  None

  



 



 Sch. I-1
 






 



 


	
  U.S.–China 6

  weekly roundtrip frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 99-8-9 Docket OST-99-5539

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.–China 1

  weekly roundtrip frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 2001-1-6 Docket OST-99-6323

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.–China 7

  weekly combination frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 2004-7-23 Docket OST-2004-18469

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.–China 6

  weekly all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 2004-10-8 Docket OST-2004-18468

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. - China 3

  weekly all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 2005-3-40 Docket OST-04-19077

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hong Kong-

  Manila

  4 weekly 5th Freedom all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 2003-9-9 Docket OST 2002-14049

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hong Kong-

  Manila

  2 weekly 5th Freedom all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 6/23/05 Docket OST-05-21285

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hong Kong-Seoul

  1 weekly 5th Freedom all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 5/11/04 Docket OST-2004-17279

  	
   

  	
  None

  



 


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