Exhibits
10.9


 




 





 


ROUTE SECURITY
AGREEMENT


 


between


 


NORTHWEST
AIRLINES, INC.


 


and


 


THE CHASE
MANHATTAN BANK,


as Collateral
Agent


_________________________


 


Dated as of October 23,
2001


_________________________




 





 





















 


Table of Contents


 


	
  Section 1.

  	
  Pledge

  	
   

  
	
  Section 2.

  	
  Obligations

  	
   

  
	
  Section 3.

  	
  No
  Release

  	
   

  
	
  Section 4.

  	
  Representations,
  Warranties and Covenants

  	
   

  
	
  Section 5.

  	
  Supplements,
  Further Assurances

  	
   

  
	
  Section 6.

  	
  Provisions
  Concerning Pledged Collateral

  	
   

  
	
  Section 7.

  	
  Collateral
  Agent Appointed Attorney-in-Fact

  	
   

  
	
  Section 8.

  	
  Collateral
  Agent May Perform

  	
   

  
	
  Section 9.

  	
  The
  Collateral Agent

  	
   

  
	
  Section 10.

  	
  Events
  of Default, Remedies

  	
   

  
	
  Section 11.

  	
  Application
  of Proceeds

  	
   

  
	
  Section 12.

  	
  No
  Waiver; Discontinuance of Proceeding

  	
   

  
	
  Section 13.

  	
  Indemnification

  	
   

  
	
  Section 14.

  	
  Amendments,
  etc.

  	
   

  
	
  Section 15.

  	
  Termination;
  Release

  	
   

  
	
  Section 16.

  	
  Definitions

  	
   

  
	
  Section 17.

  	
  Notices

  	
   

  
	
  Section 18.

  	
  Continuing
  Security Interest; Transfer of Notes

  	
   

  
	
  Section 19.

  	
  Governing
  Law

  	
   

  
	
  Section 20.

  	
  Consent
  to Jurisdiction and Service of Process

  	
   

  
	
  Section 21.

  	
  Security
  Interest Absolute

  	
   

  
	
  Section 22.

  	
  Severability
  of Provisions

  	
   

  
	
  Section 23.

  	
  Headings

  	
   

  
	
  Section 24.

  	
  Execution
  in Counterparts

  	
   

  
	
  Section 25.

  	
  Successors
  and Assigns

  	
   

  
	
  Section 26.

  	
  The
  Pledgor’s Duties

  	
   

  
	
  Section 27.

  	
  Limited
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I
  - Pledged Routes

  	
   

  



 





















 


ROUTE SECURITY
AGREEMENT


 


ROUTE SECURITY
AGREEMENT, dated as of October 23, 2001 (as amended, modified or
supplemented from time to time, the “Agreement”), between NORTHWEST
AIRLINES, INC., a Minnesota corporation (the “Pledgor”) and THE CHASE
MANHATTAN BANK, as Collateral Agent (the “Collateral Agent”), for the benefit
of the Lenders and the Agents under, and any other lender from time to time
party to, the Credit Agreement herein referred to (such Lenders, Agents and the
other lenders, if any, are hereinafter called the “Secured Creditors”).
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,
subject to and upon the terms and conditions set forth in the Credit Agreement,
the Lenders have agreed to make available the Loans to the Pledgor provided for
therein;


 


WHEREAS, the
Pledgor has requested certain amendments to the terms and conditions set forth
in the Credit Agreement;


 


WHEREAS, it is
a condition precedent to the above-described amendments that the Pledgor shall
have executed and delivered to the Collateral Agent this Agreement; 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, and all non-United
States “slots” and take off and landing rights related thereto, now existing or
hereafter arising from time to time; and


 


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


 





















 


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 Party 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 hereby in respect of
the Collateral have been accomplished by the Pledgor. 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 and subject to no other Liens, except for
Permitted Liens and subject to the Federal Aviation Act and is entitled to all
the rights, priorities and benefits afforded by the Uniform Commercial Code or
other relevant law 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. The Pledgor will, at or before
the time it subjects any property to the Lien of this Agreement, 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.
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, (i) move its chief executive
office from the location referred to in the previous sentence or
(ii) change its name, identity or corporate or other organizational
structure (including jurisdiction of incorporation) 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, including a copy of each certificate or order issued by the DOT and the
applicable Foreign Aviation Authority representing such Pledged Routes. 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.


 


(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.


 


(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.


 


Section 6.                                            Provisions
Concerning Pledged Collateral.


 


(i)                                     Maintenance.  Except as otherwise provided in this Section 6(i),
Pledgor will do or cause to be done all things necessary to preserve and keep
in full force and effect its material rights in and to use its Pledged Routes.
Without in any way limiting the foregoing, the Pledgor shall promptly take all
such steps as may be necessary to obtain renewal of each such Pledged Route
authority from the DOT and the applicable Foreign Aviation Authority, within a
commercially reasonable time prior to the expiration of such authority, and
shall take all such other steps as may be necessary to maintain, renew and obtain
any and all takeoff and landing rights and schedules (collectively “Slots”)
as are necessary to the continued and future operation of the Pledgor over the
Pledged Routes, which are now allocated or as may hereafter be allocated by the
governmental agency or authority charged with such allocation at each airport
which serves as a point of origin or destination for each Pledged Route. The
Pledgor shall further take all actions necessary or, in the reasonable judgment
of Collateral Agent, advisable in order to maintain the Pledgor’s material
rights in and the Pledgor’s right to use the Pledged Routes. Nothing in this
provision shall be interpreted to prevent the Pledgor from modifying or
discontinuing service on any of the Pledged Routes due to a determination made
by the Pledgor that it is commercially reasonable not to maintain or otherwise
perform such service on any of the Pledged Routes as specified above; provided,
however, the Pledgor shall give the Collateral Agent thirty days’ prior
notice of any discontinuation or material modification


 





















 


of service on any Pledged Routes.


 


(ii)                                  Financing
Statements.  The Pledgor shall sign
and deliver to the Collateral Agent such financing and continuation statements,
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, 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 and
continuation statements. The Pledgor authorizes the Collateral Agent to file
any such financing or continuation statements without the signature of the
Pledgor where permitted by law.


 


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


 


(iv)                              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.


 


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 such 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 each Pledged
Route vested, subject to the requirements imposed by the Federal Aviation Act
and the DOT, 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
Pledged Routes, 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 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 take possession of the
proceeds of any such sale or liquidation.


 


C.                                     Remedies;
Disposition of the Collateral. 
(i)  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 an Event of
Default, and the Collateral Agent may also in its sole discretion, without
notice except as specified below, sell the Collateral or any 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 future 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, 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.


 


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 of the type
provided in clauses (ii) and (iii) of the definition of Obligations;


 


(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 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 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 injury to or the death of any Person (including any Indemnitee), or property
damage); provided that no Indemnittee 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 Termination Date, this Agreement
shall terminate (provided that all indemnities set forth herein shall survive)
and the Collateral Agent, 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, the Reimbursement Obligations
and the other Obligations under the Loan Documents


 





















 


shall have been indefeasibly paid in full, the Commitments
have been terminated and no Letters of Credit shall be outstanding.


 


(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.


 


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” shall mean a Citizen of the United States holding a carrier
operating certificate issued by the Secretary of Transportation pursuant to
Chapter 447 of Title 49, United States Code, for aircraft capable of carrying
ten or more individuals or 6,000 pounds or more of cargo.


 


“Citizen of
the United States” shall have the meaning provided in Section 40102(a)(15)
of Title 49 of the United States Code.


 


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


 


“Credit
Agreement” shall mean the Credit and Guarantee Agreement, dated as of October 24,
2000, among Northwest Airlines Corporation, Northwest Airlines Holdings
Corporation, NWA Inc., the Pledgor, the lenders and agents from time to time
party thereto and The Chase Manhattan Bank, as administrative agent, as
amended, modified and/or supplemented from time to time.


 


 “DOT” shall mean the United States
Department of Transportation.


 





















 


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


 


“FAA” means
the United States Federal Aviation Administration and any agency or
instrumentality of the United States government succeeding to its functions.


 


“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” shall mean the foreign governmental agency which
exercises jurisdiction over the issuance or authorization of the foreign
terminus of each of the Pledged Routes.


 


“Governmental
Authority” shall mean any federal, state, local or other governmental or
administrative (including self-regulatory) body, instrumentality, department or
agency or any court, tribunal, administrative hearing body, arbitration panel,
commission, or other similar dispute-resolving panel or body located in the
United States.


 


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


 


“Obligations”
means the unpaid principal of
and interest on (including interest accruing after the maturity of the Loans
and Reimbursement Obligations and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Pledgor, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans
and all other obligations and liabilities of the Pledgor to any Agent or
Lender, whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which arise under, out of, or in
connection with, the Credit Agreement, any other Loan Document, the Letters of
Credit or any other document made, delivered or given in connection herewith or
therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges
and disbursements of counsel to any Agent or Lender that are required to be
paid by the Pledgor pursuant hereto) or otherwise; (ii) any and all sums advanced by the Collateral Agent in order to
preserve the Collateral or preserve its security interest in the Collateral and
(iii) in the event of any proceeding for the collection or enforcement of
any indebtedness, obligations, or liabilities referred to in clauses (i) and
(ii) above, after an Event of Default shall have occurred and be continuing,
the reasonable expenses of re-taking, holding, preparing for sale or lease,
selling or otherwise disposing of or realizing on the Collateral, or of any
exercise by the Collateral Agent of its rights hereunder, together with
reasonable attorneys’ fees and court costs..


 


“Pledged
Routes” shall mean the route authorities identified as such on Schedule I.


 


“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.


 


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


 


“Secured
Creditors” has the meaning provided in the preamble hereto.


 


“Slots”
has the meaning provided in Section 6(i) hereof.


 


“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:


 


(a)                                  if
to the Pledgor, at its address set forth opposite its signature below; and


 


(b)                                 if
to the Collateral Agent, to its office at:


 


	
   

  	
  One Chase Manhattan Plaza

  
	
   

  	
  Loan and Agency Services Group

  
	
   

  	
  8th Floor

  
	
   

  	
  New York, New York 10081

  
	
   

  	
  Telecopy: (212) 552-5650

  
	
   

  	
  Attention: Jesus Sang

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Matthew Massie

  
	
   

  	
  Aerospace Group

  
	
   

  	
  270 Park Avenue

  
	
   

  	
  38th Floor

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Telecopy (212) 270-5100

  



 


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


 





















 


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/ Rolf S. Andresen

  	
   

  
	
   

  	
   

  	
  Name: Rolf S. Andresen

  
	
   

  	
   

  	
  Title: Vice President - Finance and Chief

  Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Northwest Airlines, Inc.

  
	
   

  	
   

  	
  2700 Lone Oak Parkway

  
	
   

  	
   

  	
  Eagan, Minnesota 55121

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHASE MANHATTAN BANK, as

  Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew Massie

  	
   

  
	
   

  	
   

  	
  Name: Matthew Massie

  
	
   

  	
   

  	
  Title: Vice President

  
						



 





















 


SCHEDULE I


 


Schedule of
Pledged Routes


 


	
  Route to be Pledged

  	
   

  	
  Certificate

  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

  	
   

  	
  6/19/2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  Certificate

  	
   

  	
  Route 378

  	
   

  	
  Order 99-2-8

  	
   

  	
  2/11/2004

  



 










*Pursuant to NOAT dated 6/30/99 (expiring
6/30/01), Routes 129 and 378 have been integrated.


 


	
  Detroit-Beijing added as Segment 2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Order 96-10-44

  	
   

  	
  12/5/2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.-China 9 weekly roundtrip frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 97-1-13

  	
   

  	
  Renewed indefinitely by Notice of Action Taken (“NOAT”) 11/13/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.-China 6 weekly roundtrip frequencies (4 effective 8/9/99; 2
  effective 4/1/00)

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  Order 99-8-9

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. – Thailand 4 weekly roundtrip all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 9/4/98 Docket OST-97-2755

  	
   

  	
  9/4/00 (subject to automatic renewal)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. – Philippines 14 weekly roundtrip combination frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 9/21/98 Docket OST-96-1615

  	
   

  	
  9/21/00 (subject to automatic renewal)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. – Philippines 3 weekly roundtrip all-cargo frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 9/21/98 Docket OST-98-4267

  	
   

  	
  9/21/00 (subject to automatic renewal)

  



 





















 


	
  U.S. Philippines 3 weekly roundtrip combination frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 9/30/99 Docket OST-98-4557

  	
   

  	
  9/30/00 (subject to automatic renewal)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. – Philippines 1 weekly roundtrip combination frequency

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 9/30/99 Docket OST-99-6228

  	
   

  	
  9/30/00 (subject to automatic renewal)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Philippines 3 weekly roundtrip combination frequencies

  	
   

  	
  Frequency Allocation

  	
   

  	
   

  	
   

  	
  NOAT 9/9/00 Docket OST-2000-7892

  	
   

  	
  9/30/00 (subject to automatic renewal)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. – Hong Kong Gateway

  	
   

  	
  Designation

  	
   

  	
   

  	
   

  	
  Order 97-7-25

  	
   

  	
  None

  



 


All airport
slots necessary to operate service on the foregoing routes in essentially the
same manner which applies to the Borrower’s operation as of the closing date.