Exhibit
10.22


 


NWA- New A330 Aircraft Financing Letter Agreement


 


*** Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


 


NEW A330 FINANCING LETTER AGREEMENT No 1


 


As of January 21,
2005


 


 


Ladies and Gentlemen:


 


Northwest
Airlines, Inc. (“Buyer”), and AVSA, S.A.R.L. (“Seller”), have entered into
Amendment No 7 (the “Agreement”), dated as of January 21, 2005, to that
certain A330 Purchase Agreement, dated as of December 21, 2000, as
amended, which covers, among other matters, the sale by the Seller and the
purchase by Buyer of eight (8) Additional A330 Aircraft (the “Aircraft”) as
described in the Agreement.  Buyer and
Seller have agreed to set forth in this New A330 Financing Letter Agreement
(this “Letter Agreement”) certain terms and conditions regarding the financing
of the Aircraft.


 


The financing support provided or caused to be provided by Seller, in
the form of a New A330 Financing, as set out in this Letter Agreement shall
only be available for up to three (3) Aircraft out of the first four (4) and up
to three (3) Aircraft out of the last four (4) Aircraft to be delivered to
Buyer.


 


Capitalized
terms used herein and not otherwise defined in this Letter Agreement shall have
the meanings assigned thereto in the Agreement. The terms “herein”, “hereof”
and “hereunder” and words of similar import refer to this Letter Agreement.


 


This Letter Agreement shall not constitute part of the Agreement, but
shall be a separate and independent contract of financial accommodation.


 


A. NEW A330 FINANCING:


 


Seller hereby agrees that Seller or one or more of its subsidiary or
affiliate companies (the “Lender”) shall provide, or cause to be provided for
each of the six (6) Aircraft referred to in the second paragraph of this Letter
Agreement, a standby credit facility in the form of a senior secured mortgage
debt financing on the terms and conditions outlined below (each a “New A330
Financing”).


 


	
  Financed
  Amount:

  	
   

  	
  The Financed
  Amount for an Aircraft shall not exceed *** percent of the Aircraft Net Fly
  Away Price (as defined below) of such Aircraft.

  



 





















 


	
  Aircraft
  Net Fly Away Price:

  	
   

  	
  

  Final Contract Price of the relevant Aircraft, net of all airframe and
  engine credit memoranda available at delivery to reduce the Final Contract
  Price regardless of the application of such credit memoranda by Buyer. The
  Aircraft Net Fly Away Price for an Aircraft shall include the cost, subject
  to the limits set out below, of buyer furnished equipment and AVSA-supplied
  buyer furnished equipment under Clause 18 of the A330 Purchase Agreement,
  dated as of December 21, 2000, as amended, (together the “Equipment”)
  for such Aircraft. The cost of Equipment included within the Aircraft Net Fly
  Away Price shall not exceed *** percent (***%) of the Aircraft Net Fly Away
  Price excluding the cost of the Equipment for such Aircraft.

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  *** years from delivery of the relevant
  Aircraft.

  
	
   

  	
   

  	
   

  
	
  Repayment Profile:

  	
   

  	
  Each New A330 Financing shall amortize from
  the Financed Amount using a fixed principal annuity repayment profile based
  on a notional interest rate of ***% per annum down to a *** percent (***%)
  balance repayment of the Financed Amount (the “Balloon”) at year ***.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New A330 Financing shall be fully repaid in
  *** quarterly principal repayments, in arrears, with a final payment equal to
  the Balloon.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Installments of interest shall be
  calculated at the beginning of each quarter of the Term on the relevant
  principal then outstanding using the applicable Interest Rate as defined
  below and shall be payable quarterly in arrears.

  
	
   

  	
   

  	
   

  
	
  Upfront Arrangement Fee:

  	
   

  	
  

  Buyer shall pay the Lender an upfront Arrangement Fee for each New
  A330 Financing in an amount equal to *** percent of the Financed Amount for
  the relevant Aircraft.

  
	
   

  	
   

  	
   

  
	
  Interest Rate:

  	
   

  	
  The Interest Rate for each New A330
  Financing will be determined at the drawdown of such New A330 Financing and
  will be based on a floating, private placement rate equal to three (3) month
  US$LIBOR as determined and notified by Lender to Buyer from time to time (“3M
  LIBOR”) plus the highest of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (x)

  	
  *** basis points per annum;

  



 


Privileged and Confidential


 


2





















 


	
   

  	
   

  	
  (y)

  	
  the then prevailing Buyer’s Market Margin
  over 3M LIBOR (as determined below) for a comparable borrowing;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (z)

  	
  the Airbus SAS’ Cost of Funds over 3M LIBOR
  (as determined below) for a comparable borrowing plus *** basis points per
  annum.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to each New A330 Financing the Seller
  and Buyer will establish the then prevailing Buyer’s Market Margin over 3M
  LIBOR and the Airbus SAS’ Cost of Funds over 3M LIBOR by requesting their
  respective commercial banks to determine the rate that would be obtainable in
  the market by Buyer and by Airbus SAS for a comparable borrowing at the time
  of such New A330 Financing. If the two commercial banks agree on Buyer’s
  Market Margin over 3M LIBOR and the Airbus SAS’ Cost of Funds over 3M LIBOR
  then these rates shall be the Buyer’s Market Margin over 3M LIBOR and the
  Airbus SAS’ Cost of Funds over 3M LIBOR for purposes of such New A330
  Financing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Should the two commercial banks fail to
  agree on Buyer’s Market Margin over 3M LIBOR and/or the Airbus SAS’ Cost of
  Funds over 3M LIBOR, the Seller and Buyer will request a mutually selected
  third commercial bank to determine Buyer’s Market Margin over 3M LIBOR and/or
  the Airbus SAS’ Cost of Funds over 3M LIBOR and the average of the closest
  two of the three commercial bank quotations for each of Buyer’s Market Margin
  over 3M LIBOR and/or the Airbus SAS’ Cost of Funds over 3M LIBOR will be
  Buyer’s Market Margin over 3M LIBOR and the Airbus SAS’ Cost of Funds over 3M
  LIBOR for purposes of such New A330 Financing.

  
	
   

  	
   

  	
   

  
	
  Interest Rate Cap:

  	
   

  	
  The Interest Rate determined as described
  above for a New A330 Financing shall at all times be subject to a cap of the
  3M LIBOR plus *** basis points per annum.

  
	
   

  	
   

  	
   

  
	
  Interest Rate ***:

  	
   

  	
  If Buyer ***, then:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (x)

  	
  The Interest Rate applicable to the New
  A330 Financing for each Aircraft yet to be delivered by Seller shall be the
  Interest Rate at the time of such financing as described above *** basis
  points per annum;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (y)

  	
  The Interest Rate as described above for
  each New A330 Financing for Aircraft which have already been delivered and

  



 


3





















 


	
   

  	
   

  	
   

  	
  on which Lender is then holding any portion
  of such New A330 Financing shall be *** basis points per annum; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (z)

  	
  The Interest Rate Cap as described above
  for each Aircraft then financed on which Lender is then holding any portion
  of such New A330 Financing and for each Aircraft to be financed by Lender
  shall be *** basis points per annum.

  
	
   

  	
   

  	
   

  	
   

  
	
  ***:

  	
   

  	
  If Buyer *** by January 27, 2005 then
  (i) the provisions of the Interest Rate *** paragraph immediately above shall
  be terminated and shall be of no further force or effect and (ii) the
  Interest Rate Cap as described above shall be *** to 3M LIBOR plus *** basis
  points per annum.

  
	
   

  	
   

  	
   

  
	
  Prepayment right

  	
   

  	
  Each New A330 Financing shall
  be pre-payable in whole or in part at any time by Buyer without premium or
  penalty other than 3M LIBOR breakage cost and, provided no event of default
  having occurred under any New A330 Financing, without limitation resulting
  from the cross-default and cross-collateralization provisions described
  below.

  
	
   

  	
   

  	
   

  
	
  Cross Default and Cross-collateralization

  	
   

  	
  

  Cross default and
  cross-collateralization shall apply between the transaction documents for all
  New A330 Financings entered into and to be entered into at any time between
  Lender and Buyer and/or any of their subsidiaries or affiliate companies. In
  the event that Lender assigns, transfers, securitizes or otherwise
  participates more than fifty percent (50%) of the then outstanding principal
  amount of any New A330 Financing to a third party or parties, the rights of
  cross-default and cross-collateralization shall terminate with respect to
  such New A330 Financing provided that in the event that Lender assigns,
  transfers, securitizes or otherwise participates, at any time and from time
  to time, more than fifty percent (50%) of the then outstanding principal
  amount of two or more New A330 Financings to the same third party or parties,
  the rights of cross-default and cross-collateralization shall be in effect,
  whether or not previously terminated in accordance with this sentence among
  (but only among) such New A330 Financings. Following any such assignment,
  transfer, securitization or participation, Lender shall retain the benefit of
  cross-default and cross-collateralization among (but only among) the
  remaining New A330 Financings.

  



 


4





















 


	
  Airbus Financial Services (“AFS”), AFS
  joint ventures or their subsidiaries

  	
   

  	
  

  

  

  The provisions of
  Section 8.7 of the MSN 633 Credit Agreement (as defined below) shall be
  incorporated into each New A330 Financing, provided, however, that for
  purposes of (i) providing any New A330 Financing or (ii) an assignment of any
  New A330 Financing, in the event that Avion Capital Limited, AFS or
  AFS’ successor (provided such AFS successor is a subsidiary of Airbus SAS),
  any joint venture where AFS or AFS’ successor (provided such AFS successor is
  a subsidiary of Airbus SAS) is at least a twenty-five percent (25%)
  participant, or any of their wholly owned subsidiaries is either the provider
  or the assignee of a New A330 Financing, such entity shall not be subject to
  a net worth test and shall not be required to obtain a third party guarantee
  of its obligations.

  
	
   

  	
   

  	
   

  
	
  Notice

  	
   

  	
  Buyer shall
  inform Seller of its intention to use the New A330 Financing offered by
  Seller as set forth herein as to any Aircraft by providing written notice to
  Seller no less than sixty (60) days prior to the scheduled month of delivery
  of each such Aircraft (the “Preliminary Notice Date”). Buyer will be required
  to provide final written irrevocable notice (the “Final Notice Date”) to
  Seller no less than thirty (30) days prior to the scheduled month of delivery
  of such Aircraft.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the foregoing, in order to
  facilitate administrative planning, Lender will be entitled from time to time
  and in advance of the Preliminary Notice Date to ask Buyer about its likely
  intentions with regard to the financing of a relevant Aircraft. Buyer hereby
  undertakes to provide a good faith response to any such enquiry, which will
  not be binding on its ultimate intentions.

  
	
   

  	
   

  	
   

  
	
  Transaction Documents

  	
   

  	
  The documentation for each New A330
  Financing shall be based upon the documentation for the financing of MSN 633,
  the Credit Agreement, dated as of November 16, 2004, Among Northwest
  Airlines as Borrower, Airbus Finance Company Limited as Lender and *** as
  Administrative and Collateral Agent (the “MSN 633 Credit Agreement”) and the
  Mortgage and Security Agreement, dated as of November 16, 2004, between
  Northwest Airlines, Inc. and ***, reasonably adjusted to reflect:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  the provisions of this Letter Agreement;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)

  	
  with mutual consent and with Buyer and
  Seller acting in good faith, market terms and conditions arising after the
  date of this Letter Agreement for a comparable financing as of the delivery
  date of the Aircraft subject to such New A330 Financing.

  



 


5





















 


	
  Cost and Expenses

  	
   

  	
  Buyer will pay the Lender’s reasonable and
  adequately documented external legal expenses incurred on or after the
  applicable Preliminary Notice Date in relation to each New A330 Financing
  whether or not consummated but only, in the case of a consummated New A330
  Financing, to the extent accrued to the initial funding date plus reasonable
  post closing fees and expenses relating to such initial funding date. The
  provisions of this Paragraph shall survive any termination of this Letter
  Agreement.

  
	
   

  	
   

  
	
  Guarantee

  	
   

  	
  To the
  extent that Seller or an affiliate of Seller other than AFS or AFS’ successor
  (provided such AFS successor is a subsidiary of Airbus SAS) is a Lender under
  a New A330 Financing and prior to any transfer or assignment of such New A330
  Financing by such Lender, the obligation of such Lender to disburse the loan
  thereunder, subject to the terms and conditions specified therein, shall be
  guaranteed by Airbus SAS on terms substantially similar to those set forth in
  Exhibit A of this Letter Agreement.

  



 


B.
CONDITIONS PRECEDENT: 


 


Each New A330 Financing will contain
appropriate conditions precedent including


 


(i)            there
not having occurred since 31 December 2004 and be continuing 60 days
before drawdown of debt under this Letter Agreement in respect of a relevant
Aircraft a material adverse change in Buyer’s financial condition which has a
material adverse effect on Buyer’s ability to perform its material obligations
under the New A330 Financing;


 


(ii)           Buyer
not being in material default, at time of drawdown of debt under this Letter
Agreement in respect of a relevant Aircraft, under


 


(A) any
material financing, including without limitation


 


(1)   any
financing drawn under the Credit Agreement, an A330 Short-Term Credit  or a EETC Participation, an  A319 Short-Term Credit, the AIFS Term Loan
(if AIFS or an affiliate thereof remains at risk),  an AIL Trust (if AIL or an affiliate thereof
remains at risk); and


 


(2)   any
financing drawn under commitments provided to Buyer by the propulsion systems
manufacturer in respect of an A330 aircraft; and


 


(3)   any
financing drawn under this Letter Agreement; and


 


(4)   any
financing drawn under any commitment provided by Seller to Buyer in respect of
any Airbus aircraft; or


 


6





















 


(B)           under
the Agreement or the Airbus A330-300 Purchase Agreement dated as of December 21,
2000 as amended from time to time (the “PA No1”); and


 


(iii)          NWA
having used commercially reasonable efforts to secure third party financing for
the relevant Aircraft on equal or better terms before utilizing Seller’s
financing support hereunder, provided that a letter from a major investment
banker stating that such third party financing is unavailable on equal or
better terms to Buyer shall satisfy Buyer’s obligation to use commercially
reasonable efforts to secure such financing.


 


Each of the defined terms identifying a
financing facility in clause (ii)(A)(1) above shall have the meaning ascribed
thereto in the A330 Financing Letter Agreement No 1 as of December 21,
2000, as amended from time to time (the “FLA No1”).


 


C. BUYER’S COOPERATION


 


Buyer shall cooperate in good faith with Seller or Lender in their
efforts to sell-down, securitize or otherwise reduce its financing exposure to
Buyer.


 


D. MAXIMUM PRINCIPAL AMOUNT


 


The aggregate principal amount of the New A330
Financings to be provided hereunder shall not exceed US$ *** million.


 


E. TERMINATION


 


During the term of this Letter Agreement, each of the commitments of
Lender set forth herein shall be subject to the non-occurrence of any of the
events described in this paragraph E. Should any event described in
sub-paragraph (a) of this paragraph occur, this Letter Agreement and the
commitments of Seller hereunder shall automatically terminate without notice of
any kind and without prejudice to any other rights or remedies that may be
available to Seller. If any event described in sub-paragraphs (b) or (c) of
this paragraph occur, Seller shall be entitled to terminate this Letter
Agreement and its commitments hereunder.


 


(a)


 


(1)           Buyer
or any other party shall commence any case, proceeding or other action with
respect to Buyer in any jurisdiction relating to bankruptcy, insolvency,
reorganisation or relief from debtors or seeking a reorganisation, arrangement,
winding-up, liquidation, dissolution or other relief with respect to its debts
and such case, proceeding or action is not dismissed within sixty (60) days.


 


7





















 


(2)           An
action is commenced seeking the appointment of a receiver, trustee, custodian
or other similar official for Buyer for all or substantially all of its assets
and such action is not stayed or dismissed within sixty (60) days, or Buyer
makes a general assignment for the benefit of its creditors


 


(3)           An
action is commenced against Buyer seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets and such action is not dismissed within sixty (60) days.


 


(4)           Buyer is unable
generally to pay its debts as they become due.


 


(5)           There is a liquidation,
winding-up or analogous event with respect to Buyer.


 


(b)


 


(1)           Buyer fails to make any
Predelivery Payment required to be made pursuant to the Agreement or the PA No1
when such payment comes due or fails to make payment of all or part of the
Final Contract Price with respect to any aircraft required to be made pursuant
to the Agreement or the PA No1.


 


(2)           Buyer defaults on any
payment of principal or interest on any indebtedness or in the payment of any
guarantee obligation to Seller or any of its Affiliates (as defined in the
Agreement).


 


(3)           Buyer defaults in its
obligation to take delivery of an A330 aircraft under the Agreement or the PA
No1.


 


(4)           Buyer defaults in any
material respect in the observance or performance of any other material
covenant or undertaking contained in the Agreement or PA No1, and such default
continues beyond the applicable grace period (if any).


 


(5)           The Agreement or PA No1
shall have terminated on account of a material breach by Buyer or for any other
reason or if Buyer shall be in material default of any of its obligations
thereunder.


 


(c)           Buyer
or any of its affiliates shall have materially defaulted under any A330
Short-Term Credit, EETC Participation (each as defined in the FLA No1) or New
A330 Financing.


 


8





















 


F. GENERAL


 


1.     Propulsion
Systems Manufacturer


 


Buyer hereby confirms that, at the time of
signature of the Propulsion Systems agreement 
in respect of support and warranties on the Propulsion Systems and as a
condition of its selection, the Propulsion Systems manufacturer will be
required to provide a formal and documented undertaking to Buyer to provide
financing options to Buyer in respect of up to *** Aircraft out of the eight
(8) firmly ordered Aircraft. Seller hereby confirms that it has reached
satisfactory terms with Pratt and Whitney with respect to the allocation of
Aircraft for financing purposes whereby Pratt and Whitney will have
responsibility for providing financing on the *** Aircraft and on *** out of
the last four (4) Aircraft to be delivered to Buyer. The rank of the *** Aircraft
as to which Pratt and Whitney shall have financing responsibility will be
communicated by written notice from Seller to Buyer no later than eighteen (18)
months prior to the scheduled delivery date of the last Aircraft scheduled to
be delivered pursuant to the Agreement.


 


2.     Option
aircraft


 


The support outlined herein is available in
respect of six (6) out of the initial eight (8) firmly ordered Aircraft and not
in respect of Option Aircraft or Purchase Right Aircraft subsequently converted
to firm aircraft.


 


3.     Assignment


 


Notwithstanding any other provision of this
Letter Agreement or of the Agreement, this Letter Agreement and the rights and
obligations of Buyer and Seller hereunder (excluding, for the avoidance of
doubt, for the purposes of this Paragraph the rights and obligations under a
New A330 Financing that has already been closed) will not be assigned or
transferred or mortgaged or pledged in any manner without the prior written
consent of the other party hereunder, and any attempted assignment or transfer
in contravention of the provisions of this Paragraph will be void and of no
force and effect.


 


4.     Miscellaneous Provisions


 


(a)           Notices


 


All notices and requests required or
authorized hereunder shall be given in writing either by personal delivery to a
responsible officer of the party to whom the same is given or by commercial
courier or mail or by electronic transmission to the addresses set forth below.
The date upon which any such notice or request is so personally delivered or
delivered by commercial courier or mail, or if such notice or request is given
by electronic transmission, the date upon which sent, shall be deemed to be the
effective date of such notice or request.


 


9





















 


Seller shall be addressed at:


 


	
   

  	
  2, rond-point Maurice Bellonte

  
	
   

  	
  31700 BLAGNAC, FRANCE

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Director - Contracts

  
	
   

  	
  Telephone:

  	
  (33) 5 61 30 40 12

  
	
   

  	
  Fax:

  	
  (33) 5 61 30 40 11

  



 


And Buyer shall be addressed at:


 


	
   

  	
  2700 Lone Oak Parkway

  
	
   

  	
  Eagan, Minnesota 55121, USA

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Senior Vice President Finance &
  Treasurer

  
	
   

  	
  Telephone:

  	
  (1) 612 726 2274

  
	
   

  	
  Fax:

  	
  (1) 612 726 2221

  



 


or at such other address or to such other
address or to such other person as the party receiving the notice or request
may designate from time to time.


 


(b)           Waiver


 


The failure of either party to enforce at any
time any of the provisions of this Letter Agreement, or to exercise any right
herein provided, or to require at any time performance by any other party of
any of the provisions hereof, will in no way be construed to be a present or
future waiver of such provisions nor in any way to affect the validity of this
Letter Agreement or any part hereof or the right of the other party thereafter
to enforce each and every provision. The express waiver by either party of any
provision, condition or requirement of this Letter Agreement shall not
constitute a waiver of any future obligation to comply with such provision,
condition or requirement.


 


(c)           Interpretation
and Law


 


THIS LETTER AGREEMENT AND ANY DOCUMENTS
PERTAINING TO ANY OF THE FINANCING PROVIDED HEREUNDER WILL BE GOVERNED BY AND
CONSTRUED, AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE BY
RESIDENTS THEREOF AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
Each of Seller and Buyer (i) hereby irrevocably submits itself to the
non-exclusive jurisdiction of the courts of the State of New York, New York
County, of the United States, and to the non-exclusive jurisdiction of the
United States District Court for the Southern District of New York, for the
purposes of any suit, action or other proceeding arising out of this Letter
Agreement, the subject matter hereof or any of the


 


10





















 


transactions contemplated hereby brought by
any party or parties hereto, and (ii) hereby waives, and agrees not to assert,
by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, to the extent permitted by applicable law, any defense based on
sovereign or other immunity or that any suit, action or proceeding is brought
in an inconvenient forum, that the venue of such suit, action or proceeding is
improper, or that this Letter Agreement or the subject matter hereof or any of
the transactions contemplated hereby may not be enforced in or by such courts.


 


(d)           Confidentiality


 


Subject to any legal or governmental
requirements of disclosure, and except for disclosure to legal counsel, credit
rating agencies and lead lenders to the parties on an as-needed basis, the
parties (which for this purpose shall include their board of directors,
employees, agents and advisers (including financial advisers)) shall maintain
the terms and conditions of this Letter Agreement strictly confidential.
Without limiting the generality of the foregoing, Buyer and Seller will limit
the disclosure of the contents of this Letter Agreement, to the extent legally
permissible, in any filing required to be made with any governmental agency and
shall make such applications as shall be necessary to implement the foregoing.
Buyer and Seller shall consult with each other prior to the making of any
public disclosure or filing, otherwise permitted hereunder, of this Letter
Agreement or the terms and conditions hereof. In the event that Buyer receives
any other disclosure request from any government or any branch, agency or
instrumentality thereof or any government-related entity, which Buyer believes
would be advisable to satisfy in whole or in part, Buyer and Seller will
consult and Seller will not unreasonably withhold its consent to such disclosure..
The provisions of this Paragraph shall survive any termination of this Letter
Agreement.


 


(e)           Severability


 


In the event that any provision of this
Letter Agreement should for any reason be held to be without effect, the
remainder of this Letter Agreement shall remain in full force and effect. To
the extent permitted by applicable law, each party hereto hereby waives any
provision of law which renders any provision of this Letter Agreement
prohibited or unenforceable in any respect.


 


(f)            Alterations
to Contract


 


This Letter Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any previous understanding, commitments or representations
whatsoever, oral or written.


 


(g)           Language


 


All correspondence, documents and any other
written matters in connection with this Letter Agreement shall be in English.


 


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(h)           Headings


 


All headings in this Letter Agreement are for
convenience of reference only and do not constitute a part of this Letter
Agreement.


 


(i)            Counterparts


 


This Letter Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


12





















 


If the
foregoing correctly sets forth our understanding, please execute the original
and one (1) copy hereof in the space provided below and return a copy to AVSA.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AVSA S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marie-Pierre Merle-Beral

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Marie-Pierre Merle-Beral

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  Northwest Airlines,
  Inc.

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Daniel B. Matthews

  	
   

  	
   

  
	
  Name: 

  	
  Daniel B. Matthews

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  and Treasurer

  	
   

  
									



 


13
















 


EXHIBIT A


 


 


CONSENT AND GUARANTY


 


Airbus SAS hereby acknowledges notice of and consents to all of the
terms of the [name of credit agreement the “Credit Agreement”) between [name of
AVSA affiliate] (the “Lender”) and Northwest Airlines, Inc. (“Northwest”) in
respect of the financing of one (1) A330 aircraft and unconditionally
guarantees upon first written demand the due and punctual performance by the
Lender of the Lender’s obligation to disburse the Loan subject to all of the
terms and conditions specified in the Credit Agreement.  Airbus SAS hereby agrees that its obligations
hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, shall not be released, discharged or otherwise affected by
any modification or amendment of or supplement to the Credit Agreement (other
than release, discharge or waiver of this Consent and Guaranty) provided,
however, that the obligations of Airbus SAS under this Consent and Guaranty
shall terminate and be of no further force and effect on the earlier to occur
of (i) the date on which the Lender transfers or assigns its rights and
obligations under the Credit Agreement to any Person that is not an Affiliate
of AVSA S.A.R.L. and (ii) the date on which the Lender disburses the Loan in
accordance with the Credit Agreement. 
Airbus SAS agrees that it will execute and deliver such other and further
instruments as may be reasonably requested by Northwest, its successors or
assigns to reaffirm its obligations hereunder.


 


Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Credit
Agreement.


 


IN WITNESS WHEREOF, the undersigned has
caused this Consent and Guaranty to be executed and delivered as of the day
first above written.


 


 


	
   

  	
  AIRBUS S.A.S

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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