Exhibit
10.19


 


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


 


A330 FINANCING
LETTER AGREEMENT No.1


 


As of December 21,
2000


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Attention:                           Mr.
Daniel B. Matthews,


Senior Vice President
Finance & Treasurer


 


Re:                               A330-300 AIRCRAFT FINANCING AND ASSET VALUE
SUPPORT


 


Gentlemen:


 


Northwest Airlines, Inc.
(“NWA”) and AVSA, S.A.R.L. (“AVSA”) have entered into an Airbus A330-300
Purchase Agreement dated as of even date herewith (the “Agreement”) which
covers, among other matters, the sale by AVSA and the purchase by NWA of
certain A330-300 aircraft (the “Aircraft”) as described in the specifications
annexed to said Agreement. NWA and AVSA have agreed to set forth in this A330
Financing Letter Agreement No. 1 (this “Letter Agreement”) certain additional
terms and conditions regarding the sale of the Aircraft provided for in the
Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar
import refer to this Letter Agreement. Capitalised terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The term “affiliate”, when used in the context of
AVSA, shall include Airbus Finance Company Limited (“AFC”) or any of its
affiliates and Airbus Industrie Financial Services (“AIFS”) or any of its
affiliates.


 


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


 


A.                                    Aircraft
Financing


 


1.0                               Availability
and Exposure


 


1.1                               In
determining the availability of financing for NWA at delivery of each Aircraft,
Exposure (as defined hereafter) under these financing arrangements and those
arrangements in respect of certain other aircraft and spare parts will be
aggregated. Exposure is defined as the aggregate of (a), (b), (c), (d), (e) and
(f) where (a) will be the aggregate outstanding principal amount from time to
time under the Credit


 


1





















 


Agreement in respect of
A319 and A320 aircraft dated as of 23 January 1998 between NWA as borrower
and AFC as initial lender and administrative agent as amended by the Credit
Agreement Amendment Agreement No 1 dated as of 1 July 1999 (the “A319
Credit Agreement”), (b) will be the aggregate outstanding principal amount from
time to time under any credit agreement entered into between NWA as borrower
and AVSA or an affiliate of AVSA as initial lender and administrative agent in
respect of A319 or A320 aircraft excluding any amounts identified in (a), (c)
will be the aggregate outstanding principal amount from time to time under the
A330 Short-Term Credit facility described herein where AVSA or an affiliate is
the Lender, (d) will be the aggregate principal amount outstanding under the
EETC Participation described herein regardless of which entity is holding the
certificates, (e) will be the higher of (i) the aggregate principal amount
actually outstanding and (ii) the aggregate principal amount scheduled to be
outstanding (as outlined in Exhibit 1) under the amended and restated loan
agreement dated as of 29 March 1996 (the “AIFS Term Loan”) between NWA as
borrower and AIFS as initial lender and agent regardless as to whether such
AIFS Term Loan has been repaid and (f) will be an amount equal to the combined
scheduled termination values (as outlined in Exhibit 2) at the time  in relation to the ten (10) A320-200 sub-lease
agreements (Trusts A through J) between NWA as sub-lessee and AI Leasing IV,
Inc. (“AIL”) as sub-lessor (each an “AIL Trust” and collectively the “AIL
Trusts”). In the event that an AIL Trust is terminated for any reason prior to
its currently scheduled term then the figures in Exhibit 2 will be reduced on a
pro rated basis.


 


1.2                               Subject
to the terms of this Letter Agreement (i) the A330 Short-Term Credit facility
described herein and (ii) the EETC Participation described herein will be
available to be drawn in accordance with the terms of this Letter Agreement in
respect of all of AVSA’s share of the Aircraft as described in paragraph 2.0
below, subject to Exposure not exceeding US$ *** at any time. For the avoidance
of doubt, if at the time of financing of a relevant Aircraft the amount to be
advanced in respect of such Aircraft under any of the A330 Short-Term Credit or
EETC Participation facilities described herein would result in Exposure
exceeding US$ ***, then the amount advanced in respect of such Aircraft will be
reduced accordingly.


 


2.0                               Election of Financing


 


2.1                               Subject
to the terms and conditions set forth herein NWA may elect, with respect to any
of the Aircraft up to a maximum of twelve (12) out of the sixteen (16) initial
Firm Aircraft and six (6) out of the remaining eight (8) Cancelable Aircraft
from the initial twenty-four (24) Firm Aircraft, by informing AVSA in writing
to use the A330 Short-Term Credit offered by AVSA as set forth in this section A
by providing written notice to AVSA no less than sixty (60) days prior to the
scheduled month of delivery of each such Aircraft (the “Preliminary Notice Date”).
NWA will be required to provide final written irrevocable notice (the


 


2





















 


“Final Notice Date”) 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, AVSA will be entitled to enquire of NWA from time to time and in
advance of the Preliminary Notice Date as to NWA’s likely intentions with
regard to the financing of a relevant Aircraft. NWA hereby undertakes to
provide a good faith response to any such enquiry, which will not be binding on
its ultimate intentions. It is understood that AVSA will be entitled to begin
working on financing documentation from the Preliminary Notice Date.
Notwithstanding the foregoing, NWA may elect to draw down the A330 Short-Term
Credit (as described herein) up to three (3) months following delivery of a
relevant Aircraft provided that such election may only be made in respect of up
to six (6) Aircraft and that no previous election (excluding any preliminary
notice) had been made to have such Aircraft financed at delivery under the
facilities described herein and provided further that AVSA is provided with
initial revocable notice no less than three (3) Business Days before the date
of delivery of such Aircraft and final irrevocable written notice no less than
thirty (30) days before drawdown under the A330 Short-Term Credit in respect of
such Aircraft.


 


3.0                               Short-Term
Debt Financing


 


3.1                               If
NWA gives AVSA timely notice of its election with respect to any Aircraft, as
provided in Paragraph 2.0 above, to use the financing alternative set forth in
this Paragraph 3.0, then AVSA will provide or procure that a nominee will
provide on the terms set forth below, a secured short-term debt financing (an “A330
Short-Term Credit”) of such Aircraft to NWA. The A330 Short-Term Credit will be
secured by a first priority perfected lien on the Aircraft and will be entitled
to the benefits of Section 1110 of the US Bankruptcy Code. The amount of
debt to be arranged or provided in any such A330 Short-Term Credit transaction
shall not exceed  *** percent (*** %) of
the Net Aircraft Flyaway Price of such Aircraft (which, for the purposes of
this Letter Agreement, is defined as the Final Contract price of the relevant
Aircraft plus Buyer Furnished Equipment less all airframe and engine credits
available at delivery of such Aircraft). The initial term (the “Initial Term”)
of an A330 Short-Term Credit will not extend beyond the third anniversary
following delivery of the relevant Aircraft. Interest will accrue and be paid
in arrears at the end of the selected LIBOR period by NWA at the rate of LIBOR
plus a margin for each of the three years which will be determined at drawdown.
The rate of interest (the “Interest Rate”) payable by NWA under each A330
Short-Term Credit will be based on LIBOR plus the higher of (x) and (y) where
(x) is the prevailing margin at which NWA could borrow in a commercial bank
loan transaction of the same principal amount with the same tenor and on
comparable terms and security at the same time (the “NWA Market Margin”) and
(y) from the date of drawdown until the first anniversary: *** basis points per
annum, from the first anniversary until the second anniversary: *** basis
points per annum, and from the second anniversary until the third anniversary: ***
basis points per annum. Notwithstanding the foregoing, it is agreed between the
parties


 


3





















 


that the Interest Rate
will not exceed LIBOR plus *** basis points per annum. AVSA and NWA will
establish the NWA Market Margin by requesting their respective commercial banks
from the list of approved commercial banks in Exhibit 3 to determine the margin
that would be obtainable in the market by NWA at the time of such A330
Short-Term Credit. Should the two commercial banks fail to agree on such NWA
Market Margin, both AVSA and NWA will request a mutually selected third
commercial bank to determine the NWA Market Margin, and the average of the
closest rates of two of the three commercial banks will be agreed to be the NWA
Market Margin.


 


3.2                               Notwithstanding
the foregoing, NWA may select on a per Aircraft basis from time to time in
accordance with the procedure established under the A319 Credit Agreement, one
(1) month LIBOR in place of three (3) month LIBOR. The principal balance of
such financing will amortise on the basis of *** percent of the drawn amount
per quarter in arrears during the first two years and *** percent of the drawn
amount per quarter in arrears during the third year and be repaid quarterly in
arrears. Apart from any specific changes outlined in this Letter Agreement, any
changes which are required to reflect the identity and location of the Lender
and any other changes that may be agreed with NWA at the time, the
documentation under each A330 Short Term Credit will otherwise contain the same
terms as set forth in the A319 Credit Agreement, including, without limitation,
prepayment rights and obligations.


 


3.3                               In
respect of any relevant Aircraft, in the event that NWA does not intend to
extend the A330 Short Term Credit beyond the Initial Term then repayment in
full of the outstanding principal will be made by NWA at final maturity on the
last day of the Initial Term. In respect of any relevant Aircraft, if NWA
wishes to extend the A330 Short Term Credit beyond the Initial Term, it shall
be entitled so to do, subject to written notice provided by NWA to the Lender
of not less than sixty (60) days before the last day of the Initial Term. The
maximum period that NWA may extend the A330 Short-Term credit beyond the
Initial Term will be *** years (the “Extended Term”). Repayment in full of the
outstanding principal will be made by NWA at final maturity on the last day of
the Extended Term.


 


3.4                               During
the Extended Term principal under the A330 Short-Term Credit will amortise
quarterly in arrears on the basis of a mortgage-style level payment profile at
an assumed fixed interest rate of *** % per annum to a balloon payment of *** percent
(*** %) of the original amount drawn. Interest will accrue and be paid in
arrears at the end of the selected LIBOR period by NWA at the rate of LIBOR
plus a margin for each of the nine years which will be determined two business
days before the first day of the Extended Term. Notwithstanding the foregoing,
NWA may select on a per Aircraft basis from time to time in accordance with the
procedure established under the A319 Credit Agreement, one (1) month LIBOR in
place of three- (3) month LIBOR. The rate of interest (the “Extended Term
Interest Rate”) during each year of the Extended Term payable by NWA under


 


4





















 


each A330 Short-Term
Credit will be based on LIBOR plus the prevailing margin at which NWA could
borrow on the basis of a commercial bank loan transaction of the same principal
amount with the same tenor and on comparable terms and security at the same
time (the “NWA Extended Term Market Margin”), with a minimum interest rate of
LIBOR plus *** basis points in respect of any of the first six (6) Aircraft
financed under an Extended Term during the Extended Term, LIBOR plus *** basis
points in respect of any of the next six (6) Aircraft financed under an
Extended Term during the Extended Term and LIBOR plus *** basis points in
respect of any of the remaining six (6) Aircraft financed under an Extended
Term during the Extended Term. AVSA and NWA will establish the NWA Extended
Term Market Margin by requesting their respective commercial banks from the
list of approved commercial banks in Exhibit 3 to determine the margin that
would be obtainable in the market by NWA at the time of such Extended Term.
Should the two commercial banks fail to agree on such NWA Extended Term Market
Margin, both AVSA and NWA will request a mutually selected third commercial
bank to determine the NWA Extended Term Market Margin, and the average of the
closest rates of two of the three commercial banks will be agreed to be the NWA
Extended Term Market Margin.


 


3.5                               In
the event that NWA selects the Extended Term in respect of up to six (6)
Aircraft, from the first day of the Extended Term up to and including the second
anniversary of the Extended Term the Extended Term Interest Rate will be LIBOR
plus the NWA Extended Term Market Margin. From the second anniversary of the
Extended Term until and including the third anniversary of the Extended Term
the Extended Term Interest Rate will be LIBOR plus *** percent (*** %) of the
NWA Extended Term Market Margin. From the third anniversary of the Extended
Term until and including the sixth anniversary of the Extended Term the
Extended Term Interest Rate will be LIBOR plus *** percent (*** %) of the NWA
Extended Term Market Margin. From the sixth anniversary of the Extended Term
until and including the seventh anniversary of the Extended Term the Extended
Term Interest Rate will be LIBOR plus *** percent (*** %) of the NWA Extended
Term Market Margin. From the seventh anniversary of the Extended Term until and
including the ninth anniversary of the Extended Term the Extended Term Interest
Rate will be LIBOR plus *** percent (*** %) of the NWA Extended Term Market
Margin. Notwithstanding the foregoing, it is agreed between the parties that
the Extended Term Interest Rate in respect of such Aircraft will not exceed
LIBOR plus *** basis points per annum.


 


3.6                               In
the event that NWA selects the Extended Term in respect of more than six (6)
Aircraft but no more than twelve (12) Aircraft, from the first day of the
Extended Term up to and including the first anniversary of the Extended Term
the Extended Term Interest Rate in respect of the seventh to the twelfth
Aircraft will be LIBOR plus the NWA Extended Term Market Margin. From the first
anniversary of the Extended Term until and including the third anniversary of
the Extended Term the Extended Term Interest Rate will be LIBOR plus *** percent
(*** %) of the


 


5





















 


NWA Extended Term Market
Margin. From the third anniversary of the Extended Term until and including the
fourth anniversary of the Extended Term the Extended Term Interest Rate will be
LIBOR plus *** percent (*** %) of the NWA Extended Term Market Margin. From the
fourth anniversary of the Extended Term until and including the fifth
anniversary of the Extended Term the Extended Term Interest Rate will be LIBOR
plus *** percent (*** %) of the NWA Extended Term Market Margin. From the fifth
anniversary of the Extended Term until and including the seventh anniversary of
the Extended Term the Extended Term Interest Rate will be LIBOR plus *** percent
(*** %) of the NWA Extended Term Market Margin. From the seventh anniversary of
the Extended Term until and including the ninth anniversary of the Extended
Term the Extended Term Interest Rate will be LIBOR plus *** percent (*** %) of
the NWA Extended Term Market Margin. Notwithstanding the foregoing, it is
agreed between the parties that the Extended Term Interest Rate in respect of
such Aircraft will not exceed LIBOR plus *** basis points per annum.


 


In the event that NWA
selects the Extended Term in respect of more than twelve (12) Aircraft, from
the first day of the Extended Term up to and including the first anniversary of
the Extended Term the Extended Term Interest Rate in respect of the thirteenth
Aircraft to the eighteenth Aircraft will be LIBOR plus the NWA Extended Term
Market Margin. From the first anniversary of the Extended Term until and
including the third anniversary of the Extended Term the Extended Term Interest
Rate will be LIBOR plus *** percent (*** %) of the NWA Extended Term Market
Margin. From the third anniversary of the Extended Term until and including the
fourth anniversary of the Extended Term the Extended Term Interest Rate will be
LIBOR plus *** percent (*** %) of the NWA Extended Term Market Margin. From the
fourth anniversary of the Extended Term until and including the fifth
anniversary of the Extended Term the Extended Term Interest Rate will be LIBOR
plus *** percent (*** %) of the NWA Extended Term Market Margin. From the fifth
anniversary of the Extended Term until and including the seventh anniversary of
the Extended Term the Extended Term Interest Rate will be LIBOR plus *** percent
(*** %) of the NWA Extended Term Market Margin. From the seventh anniversary of
the Extended Term until and including the ninth anniversary of the Extended
Term the Extended Term Interest Rate will be LIBOR plus *** percent (*** %) of
the NWA Extended Term Market Margin.


 


3.7                               The
Aircraft will initially be registered with the FAA. NWA may at any time
re-register the Aircraft after the fifth anniversary following delivery of the
Aircraft in a foreign country in accordance with the terms contained in Exhibit
5 hereto, it being understood that there are no adverse tax consequences not
otherwise indemnified by NWA. Notwithstanding the foregoing NWA may reregister
the Aircraft at any time before the fifth anniversary following delivery in the
Netherlands, the United Kingdom or Japan subject to the consent of the Lender,


 


6





















 


such consent not to be
unreasonably withheld or delayed, it being understood that there are no adverse
tax consequences not otherwise indemnified by NWA.


 


3.8                               Quiet
Enjoyment


 


3.8.1                     Each
Lender in a A330 Short-Term Credit will covenant to NWA that it shall not,
through its own actions or inactions, interfere with, or suffer to exist with
respect to the Aircraft any lien attributable to the Lender which might
interfere with, NWA’s continued possession, use and operation of, and quiet
enjoyment (including, without limitation, administrative quiet enjoyment) of,
the Aircraft during the term of the A330 Short-Term Credit in accordance with
the terms thereof so long as NWA shall not have been duly declared, or deemed
to be declared, in default pursuant to the A330 Short-Term Credit.


 


3.8.2                     Each
Lender will agree not to suffer to exist an event of default in its funding
arrangement that does not correspond to or result from an event of default or
default by NWA pursuant to the A330 Short-Term Credit.


 


3.8.3                     In the
event such third party requests an assignment of the A330 Short-Term Credit for
security purposes in return for such acknowledgment of quiet enjoyment and use
of the Aircraft without interference, the Lender shall make such request to NWA
and NWA may in its sole determination approve whether or not such assignment
may be permitted, such approval, if granted, to be conveyed by NWA in writing.


 


3.9                               Insurance


 


3.9.1                     NWA will
provide insurance (including public liability, property damage, war risk and
hijacking insurance) with respect to the Aircraft against risks customarily
insured against by NWA for similar aircraft, provided that public
liability and property damage insurance shall be in an amount of the higher of
(x) and (y) where (x) is US$475,000,000 per occurrence and (y) is the amount of
such insurance from time to time applicable to aircraft owned or operated by
NWA of the same type as the Aircraft. NWA will also provide all-risk hull
insurance in an amount equal to the outstanding principal balance from time to
time (subject to self-insurance described below). NWA will retain the right to
insure the Aircraft for amounts in excess of stipulated loss value, and NWA
will retain insurance proceeds in excess of stipulated loss value.


 


3.9.2                     NWA may
self insure by way of deductible, premium adjustment or franchise provisions or
otherwise, but in no case shall the aggregate amount of self-insurance with
respect to public liability, property damage and all-risk hull insurance exceed
during any policy year, with respect to


 


7





















 


all of the aircraft in
NWA’s fleet (including, without limitation, the Aircraft), the lesser of (A) ***
% of the highest replacement value of any single aircraft in NWA’s fleet or (B)
*** % of the average aggregate insurable value (during the preceding year) of
all aircraft (including, without limitation, the Aircraft) on which NWA carries
insurance. In addition, NWA (and any lessee or sublessee, as appropriate) may
self-insure to the extent of any applicable mandatory minimum per Aircraft (or,
if applicable, per annum or other period) the hull or liability insurance
deductible imposed by the Aircraft hull or liability insurer.


 


3.9.3                     If at any
time the Aircraft is not covered by insurance as required by the preceding
sub-paragraph NWA may not operate the Aircraft and must maintain ground
insurance.


 


3.10                        Maintenance


 


NWA will maintain the
Aircraft in as good an operating condition as when initially delivered to NWA
under the facility, ordinary wear and tear excepted, in compliance with
applicable laws and regulations and a maintenance programme approved by the government
of registry, and in such condition as may be necessary to enable the Aircraft’s
airworthiness certification to be maintained in good standing at all times
(with exceptions as to temporary periods of storage in accordance with
applicable regulations and as to the grounding by the FAA of all Airbus A330
series aircraft powered by engines of the same type as those with which the
Aircraft shall be equipped at the time of such grounding), utilising, except
during any period that a sublease (or lease in the case where NWA is the
borrower) is in effect, the same manner of maintenance used by NWA with respect
to similar aircraft operated by NWA and utilising, during any period that a
sublease is in effect (or lease in the case where NWA is the borrower), the
same manner of maintenance used by the sublessee (or lessee) with respect to
similar aircraft operated by the sublessee (or lessee). NWA will have the right
at any time during the term of any financing to substitute for any engine
another compatible engine having a value and utility (except for maintenance
hours or cycle condition) of the engine being replaced.


 


4.0                               EETC
Participation


 


4.1                               With
respect to any of the Aircraft up to a maximum of twelve (12) out of the
sixteen (16) initial Firm Aircraft and six (6) out of the remaining eight (8)
Cancelable Aircraft from the initial twenty-four (24) Firm Aircraft NWA may
elect to have a trust (established for the benefit of NWA) issue an EETC on
customary market terms and conditions in respect of an Aircraft. At any time
between the date of this Letter Agreement up to and including the eighteenth
calendar month following delivery of such Aircraft, subject to written
irrevocable notice from NWA to AVSA of at least sixty (60) days (the “EETC
Notice Date”)


 


8





















 


prior to issuance of such
EETC, AVSA will participate in or arrange for an affiliate to participate in
such EETC issued by the trust on NWA’s behalf in respect of such Aircraft. For
the avoidance of doubt, such EETC may include other aircraft in addition to
such Aircraft. Notwithstanding the foregoing the EETC Notice Date shall be
reduced to thirty (30) days (the “Standard EETC Notice Date”) in the case of an
EETC issue having substantially the same form and terms as a transaction
previously closed by NWA and AVSA or an affiliate of AVSA under this Letter
Agreement. Such Standard EETC Notice Date may be further reduced to a time to
be agreed at NWA’s written request with the consent of AVSA, such consent not
to be unreasonably withheld or delayed.


 


4.2                               AVSA’s
participation will take the form of a purchase of equipment trust certificates
(an “EETC Participation”) amounting in aggregate to an amount required by NWA
not to exceed in aggregate *** percent (*** %) of the Net Aircraft Flyaway
Price of each Aircraft in the EETC. The EETC Participation may be allocated in
any of A, B, C or D classes within a limit of the senior *** percent (*** %)
(the “Senior Limit”) of the Net Aircraft Flyaway Price at delivery of such Aircraft.
If the EETC is issued at the eighteenth calendar month following delivery of a
relevant Aircraft the limit will be the senior *** percent (*** %) of the Net
Aircraft Flyaway Price of such Aircraft. In the event that the EETC is issued
between delivery of a relevant Aircraft and the eighteenth calendar month
following delivery of such Aircraft the limit will be pro rated.


 


4.3                               Any
EETC may be structured on the basis of a prefunding on customary terms and
conditions. Interest will be charged at NWA’s market pricing for such
certificates with market clearing protection for NWA, subject to such pricing
not falling below Airbus Industrie’s market rate for such a tranche. AVSA or
its affiliate, as appropriate, will be provided access to the price determination
process and NWA and the lead managers will be required to use reasonable
efforts to sell in its entirety each class in which NWA is considering applying
an EETC Participation where such EETC Participation would represent part of a
class. AVSA will establish Airbus Industrie’s market rate described above by
requesting its investment bank from the list of approved investment banks in
Exhibit 4 to determine the market rate that would be obtainable by Airbus
Industrie for such a tranche at the time of such EETC Participation. In the
case where AVSA or its affiliate is required to acquire the entirety of a
class, AVSA will be entitled to have its investment bank audit the price
determination process in order to verify that the pricing on the class is the market
rate.


 


4.4                               Depending
on the level of seniority of a class there will be a limit on term and weighted
average life as follows: In the case of a junior participation (C class or D
class), the maximum term for any EETC Participation, in whole or in part, above
and excluding ***percent (*** %) of the Net Aircraft Flyaway Price of any
Aircraft at delivery of such Aircraft or above and excluding ***percent (*** %)
at the eighteenth calendar month following delivery of such Aircraft (with the


 


9





















 


intervening period being
pro rated) will not exceed *** years from delivery with a weighted average life
not to exceed *** years from delivery. In the case of a senior participation (A
class or B class), if any EETC Participation, in whole or in part, is at a
level below and including *** percent (*** %) of the Net Aircraft Flyaway Price
of any Aircraft or below and including *** percent (*** %) at the eighteenth
calendar month following delivery of such Aircraft (with the intervening period
being pro rated) then the maximum term for such EETC Participation will be as
follows:


 


(i)                                     the
maximum term in respect of an A class participation may not exceed *** years
from delivery with a weighted average life not to exceed *** years from
delivery (so long as the EETC Participation in such circumstances represents
less than fifty percent of the A class);


 


(ii)                                  the
maximum term in respect of a B class participation (or an A class participation
if the EETC Participation is equal to the *** percent or more of the A class)
may not exceed *** years from delivery with a weighted average life not to
exceed *** years from delivery.


 


4.5                               In
the event that NWA elects to have an EETC Participation in respect of a
relevant Aircraft it may not be entitled to elect to have an RVG as outlined
herein in respect of such Aircraft. In the event that eighteen (18) RVGs have
been issued then NWA will not be entitled to elect to have an EETC
Participation in respect of an Aircraft without first cancelling an RVG in
respect of such Aircraft or another Aircraft, as appropriate.


 


5.0                               Other
Terms and Conditions


 


5.1                               Costs
and Expenses


 


NWA will pay the Lender’s
reasonable and adequately documented external legal expenses in relation to the
A330 Short-Term Credit or EETC Participation, as appropriate, whether or not
consummated.


 


5.2                               Transfer
and Assignment


 


5.2.1.                  The
certificates under an EETC Participation will be either registered paper at
issuance or will be eligible for resale under Rule 144a. If AVSA supplies to
NWA a statement from a law firm reasonably satisfactory to NWA to the effect
that such firm is not able to deliver an unqualified opinion that AVSA or, if
different, the initial certificate purchaser, can resell the certificates to
the public without an effective registration statement, NWA will enter into a
registration rights agreement pursuant to


 


10





















 


which it agrees that, at AVSA’s request, or, if
different, the certificate purchaser’s request, NWA will (i) effect a
registered exchange offer under customary terms and conditions, and/or (ii)
file (and use its reasonable efforts to cause to become effective) a
registration statement on Form S-3 and thereafter use its reasonable efforts to
maintain the effectiveness of such registration statement for a  period of two (2) years following the date of
the initial purchase of the certificates; provided, however, that NWA shall not
be obligated to file or cause to become effective, and shall be permitted to
suspend sales under, a registration statement if, and for so long as, the Board
of Directors of NWA determines in good faith that a valid business reason
prevents the disclosure of information relating to NWA (such determination to
be evidenced by a certificate of the Chief Financial Officer or any Senior or
Executive Vice President of NWA and 
delivered to AVSA). Failing its obligations under the registration
rights agreement NWA shall be liable for customary liquidated damages.


 


5.2.2.                  The initial
purchaser under an EETC Participation will notify NWA in writing on any
occasion that the initial purchaser has an intention to dispose of its
interest, fully or partially, in the certificates to an unrelated third party
or parties in the public market. If, at the time of such notice, NWA is in the
process of establishing a financing of aircraft in the long-term domestic fixed
income market and requires a free and clear market to consummate such financing
NWA will be entitled to require the initial purchaser to refrain temporarily
(each such occasion being a “Refrain Period”) from disposing of such interest
for a period of up to *** days (the “Maximum Period”) from receipt of such
notice by notifying in writing the initial purchaser that this is the case. If
NWA requires the initial purchaser to refrain for a period of less than the
Maximum Period then NWA may use the balance between the Maximum Period and the
period for which NWA has required the initial purchaser to refrain from
disposing of its interest in the certificates on up to three more occasions
thereafter. For the avoidance of doubt, to the extent the Maximum Period is not
fully utilised on the four occasions outlined above any balance of days
remaining will no longer be available to NWA. Once the total number of Refrain
Periods has either reached four (4) in total or in days the Maximum Period, NWA
will not be entitled to require that an initial purchaser refrain from
disposing of its interest in the certificates for a period of *** days
thereafter. At any time after *** days thereafter if the initial purchaser
notifies NWA in writing of its intention to dispose of its interest in the
certificates, fully or partially, then NWA will be entitled to repeat the
process outlined above. The process outlined herein may be repeated until the
initial purchaser has fully disposed of its interest in the certificates.


 


5.2.3.                  The person
to whom any transfer or assignment under an A330 Short-Term Credit is made will
be either (1) a bank or other financial institution


 


11





















 


with a combined capital, surplus and undivided
profits of at least $ ***, or a corporation whose consolidated tangible net
worth is at least $ ***, exclusive of goodwill, in either case as of the
proposed date of such transfer or assignment, as determined in accordance with
generally accepted accounting principles or (2) any affiliate of any such bank,
financial institution or corporation if such bank, financial institution or
corporation furnishes to NWA an agreement or agreements of such bank, financial
institution or corporation unconditionally guaranteeing to NWA such affiliate’s
obligations to NWA, so long as such entity referred to in (1) or (2) is (A) not
an airline, a commercial air carrier, an air freight forwarder, an entity
engaged in the business of parcel transport or other similar business
(collectively a “Potential Competitor”) and (B) is not a person or entity
(other than a bank or financial institution) controlling, controlled by or
under common control with any such Potential Competitor.


 


5.2.4.                  NWA hereby
agrees to provide latest publicly available financial, business and other
information to a Lender, if requested, together with any other information
which NWA may currently be providing to lenders in respect of other similar
type of debt financings which NWA may be arranging at the same time for
incorporation into or use in connection with any applicable placement
materials; provided, however, that, in respect of non-public information, such
Lender or its assignee shall enter into a written confidentiality agreement
with NWA consistent with NWA’s normal lender practices, if so required by NWA.


 


5.2.5.                  In
furtherance of the matters covered by this sub-paragraph 5.2. AVSA, and NWA
and, as appropriate, each Lender and each initial certificate purchaser in an
EETC Participation shall undertake in good faith at NWA’s request, consent to
which request not to be unreasonably withheld or delayed by AVSA, each Lender
or each initial certificate purchaser to define a mutually beneficial process
by which the parties would coordinate each Lender’s, or each initial
certificate purchaser’s, efforts to transfer debt or debt securities with NWA’s
plans and efforts to raise capital.


 


B.                                    ***


 


C.                                    General


 


1.0                               Termination


 


During the term of this
Letter Agreement, each of the commitments of AVSA set forth herein shall be
subject to the non-occurrence of any of the events described in this paragraph
C.1.0. Should any event described in sub-paragraph (a) to this paragraph occur,
this Letter Agreement and the commitments of AVSA hereunder shall automatically


 


12





















 


terminate without notice
of any kind and without prejudice to any other rights or remedies that may be
exercised by AVSA. If any event described in sub-paragraphs (b) or (c) to this
paragraph occur, AVSA shall be entitled to terminate this Letter Agreement and
its commitments hereunder.


 


(a)


 


(1)                                  NWA
or any other party shall commence any case, proceeding or other action with
respect to NWA 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.


 


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


 


(3)                                  An
action is commenced against NWA 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)                                  NWA
is unable generally to pay its debts as they become due.


 


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


 


(b)


 


(1)                                  NWA
fails to make any Predelivery Payment required to be made pursuant to the
Agreement when such payment comes due or fails to make payment of all or part
of the Final Contract price required to be made pursuant to the Agreement.


 


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


 


(3)                                  NWA
defaults in its obligation to take delivery of an Aircraft (as defined in the
Agreement).


 


13





















 


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


 


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


 


(c)                                  NWA
or any of its affiliates shall have materially defaulted under any A330
Short-Term Credit or EETC Participation.


 


2.0                               Conditions
Precedent


 


Each A330 Short-Term
Credit, EETC Participation or RVG (at issuance) will contain appropriate
conditions precedent including


 


(i)                                     there
not having occurred since 31 December 2000 and be continuing 60 days
before drawdown of debt or RVG issue, as appropriate, in respect of a relevant
Aircraft a material adverse change in NWA’s financial condition which has a
material adverse effect on NWA’s ability to perform its material obligations
under the A330 Short-Term Credit, RVG or EETC Participation, as appropriate and


 


(ii)                                  NWA
not being in material default, at time of drawdown of debt under this Letter
Agreement or time of RVG issuance in respect of a relevant Aircraft, under any
material financing (including without limitation financing drawn under the
Credit Agreement, another A330 Short-Term Credit or EETC Participation or
financing drawn under the A319 Credit Agreement or under the AIFS Term Loan if
AIFS or an affiliate remains at risk or under an AIL Trust if AIL or an
affiliate remains at risk or financing drawn under commitments provided to NWA
by the Propulsion Systems manufacturer in respect of the Aircraft) or under the
Agreement.


 


3.0                               Guarantee


 


To the extent that AVSA
or an affiliate of AVSA (but excluding AFC if it is a Lender) is the Lender
under an A330 Short-Term Credit and prior to any transfer or assignment of such
A330 Short-Term Credit by such Lender, any Lender undertaking or obligation,
including without limitation lifting of liens, indemnities for the benefit of
NWA and transferring of title under a conditional sale arrangement, shall be
unconditionally guaranteed by Airbus Industrie. To the extent that AVSA or an
affiliate of AVSA (but excluding AFC if it is an RVG Guarantor) is the RVG
Guarantor under an RVG its obligations shall be unconditionally guaranteed by
Airbus Industrie. In the event that an affiliate of AFC is the Lender or the
RVG Guarantor under an RVG then its obligations to


 


14





















 


NWA or third party
beneficiary, as appropriate, shall be unconditionally guaranteed by AFC.


 


4.0                               Propulsion
Systems Manufacturer


 


NWA 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 NWA to provide financing options to NWA in respect of
up to *** Aircraft out of the initial twenty-four (24) Firm Aircraft.


 


5.0                               Option
aircraft


 


The support outlined
herein is available in respect of the initially ordered Firm Aircraft, which
may include initially ordered Firm Aircraft converted into A330-200 and
A330-500 aircraft, and not in respect of Option Aircraft or Purchase Right
Aircraft subsequently converted to Firm Aircraft or Converted Firm A330-200
Aircraft or Converted Firm A330-500 Aircraft or Converted Firm A340-500
Aircraft or Converted Firm A340-600 Aircraft any of which were originally
Option Aircraft or Purchase Right Aircraft.


 


6.0                               Exposure
Reduction


 


NWA acknowledges that
Airbus Industrie and AIL intend to reduce their exposure in the AIL Trusts.
AVSA and AIL will take all reasonable efforts to minimise the administrative
burden in connection with such exposure reduction. NWA agrees to cooperate
reasonably with AIL and Airbus Industrie with the objective of achieving such
exposure reduction for AIL and Airbus Industrie under the AIL Trusts according
to a timetable to be established by Airbus Industrie and which could begin, at
Airbus Industrie’s option, in 2001, it being acknowledged by AVSA that NWA will
not be required to suffer any economic deterioration or additional risk in
respect of the exposure reduction under such AIL Trusts. In addition, AVSA will
procure that AIL will reimburse NWA’s reasonable and adequately documented
external legal and investment bank fees and expenses in respect of any exposure
reduction.


 


7.0                               Assignment


 


Notwithstanding any other
provision of this Letter Agreement or of the Agreement, this Letter Agreement
and the rights and obligations of NWA and AVSA hereunder (excluding, for the
avoidance of doubt, for the purposes of this Paragraph the rights and
obligations under an A330 Short-Term Credit or EETC Participation or RVG that
have already been closed) will not be assigned or transferred or mortgaged or
pledged in any manner without the prior written consent of either 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.


 


15





















 


8.0                               Miscellaneous Provisions


 


(a)                                  Notices


 


All notices and requests
required or authorised 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.


 


AVSA shall be addressed
at:


 


2, rond-point Maurice
Bellonte


31700 BLAGNAC, FRANCE


 


	
  Attention:

  	
  Director - Contracts

  
	
  Telephone:

  	
  (33) 5 61 30 40 12

  
	
  Telex:

  	
  AVSA 521155F

  
	
  Fax:

  	
  (33) 5 61 30 40 11

  



 


And NWA 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 2488

  



 


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.


 


16





















 


(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 AVSA and NWA (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 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 defence, or otherwise,
in any such suit, action or proceeding, to the extent permitted by applicable
law, any defence 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, NWA and AVSA
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. NWA and AVSA 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
NWA receives any other disclosure request from any government or any branch,
agency or instrumentality thereof or any government-related entity, which NWA
believes would be advisable to satisfy in whole or in part, NWA and AVSA will
consult and AVSA will not unreasonably withhold its consent to such disclosure.
Notwithstanding anything in this Paragraph to the contrary, AVSA may deliver a
copy of this Letter Agreement to the selected Propulsion Systems manufacturer.
The provisions of this Paragraph shall survive any termination of this Letter
Agreement.


 


17





















 


(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.


 


(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.


 


18





















 


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/ Francois Besnier

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 21, 2000

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES,
  INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Daniel B. Matthews

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Senior Vice President
  & Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  December 21, 2000

  	
   

  
							



 


19





















 


	
  Exhibit
  1

  	
   

  	
  AIFS Term Loan Amortisation

  
	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
   

  
				



 


20





















 


	
  Exhibit
  2

  	
   

  	
  AIL Trusts Aggregate Termination Values

  
	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
   

  
				



 


21





















 


	
  Exhibit
  3

  	
   

  	
  Approved Commercial Banks

  
	
   

  	
   

  	
   

  
	
  ABN-Amro
  Bank

  	
   

  	
   

  
	
  Citibank

  	
   

  	
   

  
	
  Crédit
  Lyonnais

  	
   

  	
   

  
	
  Chase
  Manhattan Bank

  	
   

  	
   

  
	
  Deutsche
  Bank

  	
   

  	
   

  
	
  The
  Mitsubishi Trust and Banking Corporation

  	
   

  	
   

  
	
  The
  Bank of Tokyo-Mitsubishi Limited

  	
   

  	
   

  
	
  Kreditanstalt
  für Wiederaufbau

  	
   

  	
   

  
	
  Credit
  Suisse

  	
   

  	
   

  
				



 


their successors or
assigns.


 


22





















 


	
  Exhibit
  4

  	
   

  	
  Approved Investment Banks

  
	
   

  	
   

  	
   

  
	
  Morgan Stanley Dean
  Witter

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Merrill Lynch

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Salomon Smith Barney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Goldman Sachs

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank
  Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. Morgan (Chase)
  Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Credit Suisse First
  Boston Corporation

  	
   

  	
   

  
				



 


their successors or
assigns and any investment bank not on the above list who at the time of
determination of market rates is one of the top five lead banks in the fixed
income US domestic bond market according to Thomson Financial Securities Data.


 


23





















 


	
  Exhibit
  5

  	
   

  	
  Aircraft Reregistration Rights

  
	
   

  	
   

  	
   

  



The Lender will agree
that, at any time after the fifth anniversary following delivery, NWA may
effect a change in the registration of the Aircraft, at NWA’s expense, so long
as


 


(a)                                  the
proposed country of registry of the Aircraft is a country listed on Exhibit 6
to the Letter Agreement (or such other country as the Lender approves),


 


(b)                                 NWA
undertakes to perform in such country that which is required to maintain the
Lender’s security position and


 


(c)                                  the
following conditions are met:


 


(i)                                     the
United States, France, Germany, United Kingdom, the Netherlands or Japan, as
appropriate, maintain normal diplomatic relations with the proposed country of
registry of the Aircraft; and


 


(ii)                                  the
Lender together with any appropriate funding entity (including the equity
investor, as appropriate) shall have received favourable opinions (subject to
customary exceptions) addressed to each party, from counsel of recognised
reputation qualified in the laws of the relevant jurisdiction to the effect
that:


 


(A)                              The
appropriate party’s ownership, lease or security interests in the Aircraft
shall be recognised under the laws of such jurisdiction,


 


(B)                                the
obligations of NWA, and the rights and remedies of the appropriate parties
under the financing transaction shall remain valid, binding and (subject to
customary bankruptcy and equitable remedies exceptions and to other exceptions
customary in foreign opinions generally) enforceable under the laws of such
jurisdiction (or the laws of the jurisdiction to which the laws of such
jurisdiction would refer as the applicable governing law),


 


(C)                                after
giving effect to such change in registration, any lien, if appropriate, on the
Lender’s right and interest in and to the Aircraft and the borrowing shall
continue as a valid and duly perfected first priority security interest and all
filing, recording or other action necessary to protect the same shall have been
accomplished (or, if such opinion cannot be given at the time of such proposed
change in registration


 


24





















 


because such change in
registration is not effective, (1) the opinion shall detail what filing,
recording or other action is necessary and (2) the Lender and the appropriate
parties shall have received a certificate from NWA that all possible
preparations to accomplish such filing, recording and other action shall have
been done, and such filing, recording and other action shall be accomplished
and a supplemental opinion to that effect shall be delivered the Lender and
other appropriate parties on or prior to the effective date of such change in
registration),


 


(D)                               it
is not necessary, solely as a consequence of such change in registration and
without giving effect to any other activity of the Lender or another
appropriate party, as the case may be, for the Lender or such other appropriate
party to qualify to do business in such jurisdiction,


 


(E)                                 there
is no tort liability of the owner of an aircraft not in possession thereof under
the laws of such jurisdiction (it being agreed that, in the event such latter
opinion cannot be given in a form satisfactory to the appropriate parties, such
opinion shall be waived if insurance reasonably satisfactory to the appropriate
parties is provided to cover such risk) and


 


(F)                                 (unless
NWA shall have agreed to provide insurance covering the risk of requisition of
use of the Aircraft by the government of such jurisdiction so long as the
Aircraft is registered under the laws of such jurisdiction) the laws of such
jurisdiction require fair compensation by the government of such jurisdiction
payable in currency freely convertible into US dollars for the loss of use of
the Aircraft in the event of the requisition by such government of such use.


 


In addition, as a
condition precedent to any such change in registration, NWA shall furnish to
the Lender and any other appropriate party an officer’s certificate to the
effect that the insurance required by the financing transaction shall be in
full force and effect at the time of such change in registration after giving
effect to such change in registration and that the new country of registry
imposes aircraft maintenance standards not materially different from those of
the United States of America, France, Germany, Japan, the Netherlands or the
United Kingdom. NWA shall pay all costs, expenses, fees, recording and
registration taxes, including the fees and expenses of counsel to the Lender
and other appropriate parties and other charges in connection with any such
change in registration.


 


25





















 


	
  Exhibit
  6

  	
   

  	
  Approved Countries for Aircraft Reregistration Purposes

  
	
   

  	
   

  	
   

  



 


	
  Argentina

  	
   

  	
  Malaysia

  
	
   

  	
   

  	
   

  
	
  Australia

  	
   

  	
  Netherlands

  
	
   

  	
   

  	
   

  
	
  Belgium

  	
   

  	
  New Zealand

  
	
   

  	
   

  	
   

  
	
  Brazil

  	
   

  	
  Norway

  
	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  People’s Republic of
  China

  
	
   

  	
   

  	
   

  
	
  Chile

  	
   

  	
  Philippines

  
	
   

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  Portugal

  
	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  Republic of China
  (Taiwan)(1)

  
	
   

  	
   

  	
   

  
	
  France

  	
   

  	
  Singapore

  
	
   

  	
   

  	
   

  
	
  Germany

  	
   

  	
  South Korea

  
	
   

  	
   

  	
   

  
	
  Greece

  	
   

  	
  Spain

  
	
   

  	
   

  	
   

  
	
  Iceland

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  
	
  India

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  
	
  Indonesia

  	
   

  	
  Thailand

  
	
   

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  Trinidad and Tobago

  
	
   

  	
   

  	
   

  
	
  Italy

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Japan

  	
   

  	
  Venezuela

  
	
   

  	
   

  	
   

  
	
  Luxembourg

  	
   

  	
   

  



 










(1) So long as on the
date of entering into the proposed re-registration such country and the United
States have diplomatic relations as good as those in effect as of the date of
this Letter Agreement with respect to the applicable Aircraft.


 


26





















 


	
  Exhibit
  7

  	
   

  	
  Reference Condition

  
	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
   

  
				



 


27