Exhibit 10.10


 




 


 





 


ROUTE SECURITY
AGREEMENT


 


 


between


 


 


NORTHWEST
AIRLINES, INC.


 


 


and


 


 


JPMORGAN CHASE
BANK, N.A.,


as Collateral
Agent


 










 


Dated as of
November 23, 2004


 










 




 





 





















 


Table of Contents


 


	
  Section
  1.

  	
  Pledge

  	
   

  
	
  Section
  2.

  	
  Obligations

  	
   

  
	
  Section
  3.

  	
  No
  Release

  	
   

  
	
  Section
  4.

  	
  Representations,
  Warranties and Covenants

  	
   

  
	
  Section
  5.

  	
  Supplements,
  Further Assurances

  	
   

  
	
  Section
  6.

  	
  Provisions
  Concerning Pledged Collateral

  	
   

  
	
  Section
  7.

  	
  Collateral
  Agent Appointed Attorney-in-Fact

  	
   

  
	
  Section
  8.

  	
  Collateral
  Agent May Perform

  	
   

  
	
  Section
  9.

  	
  The
  Collateral Agent

  	
   

  
	
  Section
  10.

  	
  Events
  of Default, Remedies

  	
   

  
	
  Section
  11.

  	
  Application
  of Proceeds

  	
   

  
	
  Section
  12.

  	
  No
  Waiver; Discontinuance of Proceeding

  	
   

  
	
  Section
  13.

  	
  Indemnification

  	
   

  
	
  Section
  14.

  	
  Amendments,
  etc.

  	
   

  
	
  Section
  15.

  	
  Termination;
  Release

  	
   

  
	
  Section
  16.

  	
  Definitions

  	
   

  
	
  Section
  17.

  	
  Notices

  	
   

  
	
  Section
  18.

  	
  Continuing
  Security Interest; Transfer of Notes

  	
   

  
	
  Section
  19.

  	
  Governing
  Law

  	
   

  
	
  Section
  20.

  	
  Consent
  to Jurisdiction and Service of Process

  	
   

  
	
  Section
  21.

  	
  Security
  Interest Absolute

  	
   

  
	
  Section
  22.

  	
  Severability
  of Provisions

  	
   

  
	
  Section
  23.

  	
  Headings

  	
   

  
	
  Section
  24.

  	
  Execution
  in Counterparts

  	
   

  
	
  Section
  25.

  	
  Successors
  and Assigns

  	
   

  
	
  Section
  26.

  	
  The
  Pledgor’s Duties

  	
   

  
	
  Section
  27.

  	
  Limited
  Obligations

  	
   

  
	
  Section
  28.

  	
  Construction
  of Schedule I

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule
  I – Pledged Routes

  	
   

  



 





















 


ROUTE SECURITY
AGREEMENT


 


ROUTE SECURITY AGREEMENT, dated as of
November 23, 2004 (as amended, modified or supplemented from time to time, the “Agreement”),
between NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Pledgor”)
and JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Collateral Agent”),
for the benefit of the Lenders and the Agents under, and any other lender from
time to time party to, the Credit Agreement herein referred to (such Lenders,
Agents and the other lenders, if any, are hereinafter called the “Secured
Creditors”). Except as otherwise defined herein, terms used herein and
defined in the Credit Agreement shall be used herein as therein defined.


 


W I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Pledgor and the Collateral Agent
are parties to the Credit and Guarantee Agreement, dated as of October 24, 2000
(as amended prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS, in connection with the Existing
Credit Agreement, the Pledgor and Collateral Agent have entered into a Route
Security Agreement dated as of October 23, 2001 (as amended, the “Existing
Route Security Agreement”) and an Aircraft Mortgage and Security Agreement
dated as of October 23, 2001 (as amended, the “Aircraft Mortgage Agreement”,
and collectively with the Existing Route Security Agreement, the “Existing
Security Documents”), whereby the Pledgor granted a security interest to
the Collateral Agent in the Pledged Routes (as defined in the Existing Route
Security Agreement), certain non-U.S. slots and Aircraft (as defined in the
Aircraft Mortgage Agreement);


 


WHEREAS, the Pledgor has requested that the
Existing Credit Agreement be amended and restated in the manner provided for
herein; and


 


WHEREAS, it is a condition precedent to the
amendment and restatement of the Existing Credit Agreement that the Pledgor
shall have executed and delivered to the Collateral Agent this Agreement; and


 


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


 


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


 


Section 1.                                            Pledge.



 


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


 


3





















 


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


 


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


 


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


 


Section 2.                                            Obligations.


 


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


 


Section 3.                                            No
Release.


 


Nothing set
forth in this Agreement shall relieve the Pledgor from the performance of any
term, covenant, condition or agreement on the Pledgor’s part to be performed or
observed under or in respect of any of the Collateral or from any liability to
any Person under or in respect of any of the Collateral or impose any
obligation on the Collateral Agent or any Secured Party to perform or observe
any such term, covenant, condition or agreement on the Pledgor’s part to be so
performed or observed or impose any liability on the Collateral Agent or any
Secured Creditor for any act or omission on the part of the Pledgor relating
thereto or for any breach of any representation or warranty on the part of the
Pledgor contained in this Agreement, or in respect of the Collateral or made in
connection herewith or therewith. This Section shall survive the termination of
this Agreement and the discharge of the Pledgor’s other obligations hereunder
and under the Loan Documents.


 


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


 


(i)                                     All
filings, registrations and recordings necessary or reasonably requested by the
Collateral Agent to create, preserve, protect and perfect the security
interests  granted by the Pledgor to the
Collateral Agent hereby in respect of the Collateral have been accomplished by
the Pledgor to the extent that such security interests can be perfected under
the Uniform Commercial Code and the Federal Aviation Act. The security
interests granted to the Collateral Agent for the benefit of the Secured
Creditors


 


4





















 


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


 


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


 


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


 


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


 


(v)                                 Set
forth on Schedule I is a true, correct and complete list of the Pledged Routes
as of the date hereof, including a copy of each certificate or order issued by
the DOT and the applicable Foreign Aviation Authority representing such Pledged
Routes. 
The Pledgor represents and warrants that it holds the
requisite authority to operate over each of the Pledged Routes pursuant to the
Federal Aviation Act and all rules and regulations promulgated thereunder,
subject only to the regulations of the DOT, the FAA and the applicable Foreign
Aviation Authority, and that it has, at all times after obtaining each such
Pledged Route, complied in all material respects with all of the terms,


 


5





















 


conditions and
limitations of each such certificate or order issued by the DOT and the
applicable Foreign Aviation Authority and with all applicable provisions of the
Federal Aviation Act and applicable rules and regulations promulgated
thereunder and that there exists no material violation of such terms,
conditions or limitations that gives the FAA, DOT or the applicable Foreign
Aviation Authority the right to terminate, cancel, withdraw or modify the
rights of the Pledgor in any such Pledged Routes


 


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


 


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


 


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


 


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


 


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


 


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


 


6





















 


cause evidence of its title to
be duly recorded, filed or filed for recording, to the extent permitted or
required under any applicable law, by the Pledgor as owner and any actions
reasonably requested by the Collateral Agent required to perfect preserve and
protect any such security interest under other applicable laws.


 


Section 6.                                            Provisions
Concerning Pledged Collateral.


 


(i)                                     Financing
Statements.  The Pledgor shall sign
and deliver to the Collateral Agent such financing and continuation statements,
in form and substance acceptable to the Collateral Agent, as may from time to
time be required or necessary to grant, continue and maintain a valid,
enforceable, first priority security interest in the Collateral as provided
herein (to the extent such perfection and priority can be obtained by filing a
Uniform Commercial Code financing statement or by filing a record of such
security interest with the FAA), and the other rights, as against third
parties, provided hereby, all in accordance with the Uniform Commercial Code as
enacted in any and all relevant jurisdictions or any other relevant law. The
Pledgor shall pay any applicable filing fees and other expenses related to the
filing of such financing and continuation statements. The Pledgor authorizes
the Collateral Agent to file any such financing or continuation statements
without the signature of the Pledgor.


 


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


 


(iii)                               Notice
of Laws.  The Pledgor agrees to give
the Collateral Agent notice of any violations of any Requirement enacted,
passed, promulgated, made, issued or adopted by any of the governmental
departments or agencies or authorities hereinbefore mentioned affecting the
Collateral or the Pledgor’s use thereof, a copy of which is served upon or
received by the Pledgor, or otherwise brought to the attention of the Pledgor,
by mailing within thirty (30) business days after such service, receipt, or
after the same otherwise comes to the attention of the Pledgor, a copy of each
and every one thereof to the Collateral Agent. At the same time, the Pledgor
will inform the Collateral Agent as to the work or steps which the Pledgor
proposes to do or take in order to correct the violation. Notwithstanding the
foregoing, however, if such work or step would require any alterations which
would, in the Collateral Agent’s reasonable opinion, reduce the value of the
Collateral or change the general character or use of the Collateral, the


 


7





















 


Pledgor may,
with the consent of the Collateral Agent, defer compliance therewith, as long
as such deferral is consistent with applicable law in order that the Pledgor
may, with the consent of the Collateral Agent, at the Pledgor’s expense,
contest or seek modification of or other relief with respect to such
Requirements, but nothing herein shall relieve the Pledgor of the duty and
obligation, at the Pledgor’s expense, to comply with such Requirements, or such
Requirements as modified, whenever the Collateral Agent shall so direct.


 


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


 


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


 


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


 


Section 10.                                      Events of
Default, Remedies.


 


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


 


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


 


(i)                                     Declare
the entire right, title and interest of the Pledgor in and to the Collateral
vested, subject to the requirements imposed by the Federal Aviation Act and the
DOT (and, in the case of Gate Leaseholds, the requirements imposed by the
applicable Governmental Authorities and/or airport authorities), in which event
such rights, title and interest shall immediately vest in the Collateral Agent,
in which case the Pledgor agrees to execute and deliver such deeds of
conveyance, assignments and other documents or instruments (including any
notices or applications to the DOT, FAA,


 


8





















 


applicable
Foreign Aviation Authorities or any other governmental or regulatory authority
having jurisdiction over any such Pledged Route or the use thereof) as shall be
requested by the Collateral Agent in order to effectuate the transfer of such
Collateral, together with copies of the certificates or orders issued by the
DOT and the Foreign Aviation Authorities representing same and any other rights
of the Pledgor with respect thereto, to any designee or designees selected by
the Collateral Agent and approved by the DOT, it being understood that, as of
the date hereof, the DOT may approve transfers of the Pledged Routes only to
duly certificated U.S. citizen “air carriers”; it being further understood that
the Pledgor’s obligation to deliver such Collateral and such documents and
instruments with respect thereto is of the essence of this Agreement and that,
accordingly, upon application to a court of equity having jurisdiction, the
Collateral Agent shall be entitled to a decree requiring specific performance
by the Pledgor of said obligations; and


 


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


 


C.                                     Remedies;
Disposition of the Collateral. 
(i)  If any Event of Default shall
have occurred and be continuing, the Collateral Agent may from time to time
exercise in respect of the Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, and to the extent not in
violation of applicable law, including the Federal Aviation Act, and subject to
the approval of the DOT or its successor or nominee, all the rights and
remedies of a secured party on default under the Uniform Commercial Code in
effect in all relevant jurisdictions at the time of such Event of Default, and
the Collateral Agent may also in its sole discretion, without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels
at public or private sale, at any exchange, broker’s board or at any of the
Collateral Agent’s offices or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the
Collateral Agent may deem commercially reasonable. To the extent not
inconsistent with the Federal Aviation Act and the DOT requirements and any
additional requirements of the applicable Governmental Authorities and/or
airport authorities, the Collateral Agent or any other Secured Creditor may be
the purchasers of any or all of the Collateral at any such sale and shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at such sale, to
use and apply any of the Obligations owed to such Person as a credit on account
of the purchase price of any Collateral payable by such Person at such sale.
Each purchaser at any such sale shall acquire the property sold absolutely free
from any claim or right on the part of the Pledgor, and the Pledgor hereby
waives, to the fullest extent permitted by law, all rights of redemption, stay
or appraisal which it now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted. The Pledgor agrees
that, to the extent notice of sale shall be required by law, at least ten days’
notice to the Pledgor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Collateral Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor,


 


9





















 


and such sale may, without further notice, be
made at the time and place to which it was so adjourned. The Pledgor hereby
waives, to the full extent permitted by law, any claims against the Collateral
Agent arising by reason of the fact that the price at which any Collateral may
have been sold at such a private sale was less than the price which might have
been obtained at a public sale.


 


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


 


Section 11.                                      Application of
Proceeds.  (a)  Any cash held by the Collateral Agent as
Collateral and all cash proceeds received by the Collateral Agent in respect of
any sale of, collection from, or other realization upon all or any part of the
Collateral pursuant to the exercise by the Collateral Agent of its remedies as
a secured creditor as provided in Section 10 of this Agreement shall be applied
from time to time by the Collateral Agent:


 


(i)                                     first,
to the payment of all Obligations owing the Collateral Agent of the type
provided in clauses (ii) and (iii) of the definition of Obligations;


 


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


 


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


 


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


 


10





















 


all Obligations.


 


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


 


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


 


Section 12.                                      No Waiver;
Discontinuance of Proceeding.  (a)  Each and every right, power and remedy hereby
specifically given to the Collateral Agent or otherwise in this Agreement shall
be cumulative and shall be in addition to every other right, power and remedy
specifically given under this Agreement or the other Loan Documents now or
hereafter existing at law, in equity or by statute and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time or simultaneously and as often and in such order as
may be deemed expedient by the Collateral Agent. All such rights, powers and
remedies shall be cumulative and the exercise or the beginning of the exercise
of one shall not be deemed a waiver of the right to exercise any other or
others. No delay or omission of the Collateral Agent in the exercise of any
such right, power or remedy and no renewal or extension of any of the
Obligations shall impair any such right, power or remedy or shall be construed
to be a waiver of any default or Event of Default or an acquiescence therein.
No notice to or demand on the Pledgor in any case shall entitle it to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Collateral Agent to any other or further
action in any circumstances without notice or demand. In the event that the
Collateral Agent shall bring any suit to enforce any of its rights hereunder
and shall be entitled to judgment, then in such suit the Collateral Agent may
recover reasonable expenses, including attorneys’ fees, and the amounts thereof
shall be included in such judgment.


 


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


 


Section 13.                                      Indemnification.  (a) 
The Pledgor agrees to indemnify, reimburse and hold the Collateral
Agent, each Secured Creditor and their respective successors, permitted
assigns, employees, agents and servants (hereinafter in this Section 13
referred to individually as “Indemnitee,” and collectively as “Indemnitees”)
harmless from any and all liabilities, obligations, damages, injuries,
penalties, claims, demands, actions, suits, judgments and any and


 


11





















 


all reasonable costs, expenses
or disbursements (including reasonable attorneys’ fees and expenses) (for the
purposes of this Section 13 the foregoing are collectively called “expenses”)
of whatsoever kind and nature imposed on, asserted against or incurred by any
of the Indemnitees in any way relating to or arising out of this Agreement, any
other Loan Document or any other document executed in connection herewith or
therewith or in any other way connected with the administration of the
transactions contemplated hereby or thereby or the enforcement of any of the
terms of, or the preservation of any rights under any thereof, or in any way
relating to or arising out of the manufacture, ownership, ordering, purchase,
delivery, control, acceptance, lease, financing, possession, operation,
condition, sale, return or other disposition, or use of the Collateral
(including, without limitation, latent or other defects, whether or not
discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of
strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property
damage); provided that no Indemnitee shall be indemnified pursuant to
this Section 13(a) for losses, damages or liabilities to the extent caused by
the gross negligence or willful misconduct of such Indemnitee. The Pledgor
agrees that upon written notice by any Indemnitee of the assertion of such a
liability, obligation, damage, injury, penalty, claim, demand, action, suit or
judgment, the Pledgor shall assume full responsibility for the defense thereof.
Each Indemnitee agrees to use its best efforts to promptly notify the Pledgor
of any such assertion of which such Indemnitee has knowledge.


 


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


 


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


 


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


 


Section 14.                                      Amendments,
etc.  This Agreement may not be
amended, modified or waived except with the written consent of the Pledgor and
the Collateral Agent (with the consent of the Required Lenders or, to the
extent required by Section 11.1 of the Credit


 


12





















 


Agreement, all of the Lenders).
Any amendment, modification or supplement of or to any provision of this
Agreement, any termination or waiver of any provision of this Agreement and any
consent to any departure by the Pledgor from the terms of any provision of this
Agreement shall be effective only in the specific instance and for the specific
purpose for which made or given. No notice to or demand upon the Pledgor in any
instance hereunder shall entitle the Pledgor to any other or further notice or
demand in similar or other circumstances.


 


Section 15.                                      Termination;
Release.  (a)  After the Termination Date, this Agreement
shall terminate (provided that all indemnities set forth herein shall survive)
and the Collateral Agent, at the request and expense of the Pledgor, will
promptly execute and deliver to the Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to the Pledgor (without recourse and without any
representation or warranty) such of its Collateral as may be in the possession
of the Collateral Agent and as has not theretofore been sold or otherwise
applied or released pursuant to this Agreement. As used in this Agreement, “Termination
Date” shall mean the date upon which the Loans and the other Obligations under
the Loan Documents shall have been indefeasibly paid in full and the
Commitments have been terminated.


 


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


 


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


 


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


 


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


 


13





















 


terms defined.


 


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


 


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


 


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


 


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


 


“Credit Agreement” shall mean the
Amended and Restated Credit and Guarantee Agreement, dated as of November 23,
2004, among Northwest Airlines Corporation, Northwest Airlines Holdings
Corporation, NWA Inc., the Pledgor, the lenders and agents from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as
amended, modified and/or supplemented from time to time.


 


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


 


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


 


“Existing Route Security Agreement”
has the meaning provided in the recitals hereof.


 


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


 


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


 


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


 


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


 


“Foreign Slots” has the meaning
provided in the Credit Agreement (excluding the non-U.S. slots subject to the
Lien created by the Existing Route Security Agreement).


 


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


 


14





















 


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


 


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


 


“Pledged Routes” shall mean, at any time, the “Pacific Routes”
as such term is defined in the Credit Agreement (excluding the Pacific Routes
then subject to the Lien created by the Existing Route Security Agreement).


 


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


 


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


 


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


 


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


 


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


 


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


 


15





















 


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


 


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


 


(a)                                  if to the Pledgor, to
its office at:


 


Northwest
Airlines, Inc.


2700
Lone Oak Parkway


Eagan,
Minnesota 55121


Attention:  Daniel B. Matthews


Senior Vice President and Treasurer


 


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


 


JPMorgan Chase Bank, N.A.

1111 Fannin Street


Houston, Texas 77002


Telecopy:  713-750-2938

Attention:  Khuyen Ta


 


with a copy to:


 


JPMorgan Chase Bank, N.A.


277 Park Avenue

New York, New York 10017

Telecopy:  646-534-0574


Attention:  Donald Shokrian


 


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


 


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


 


Section 18.                                      Continuing Security
Interest; Transfer of Notes.  This
Agreement


 


16





















 


shall create a continuing security interest in the Collateral and shall
(i) remain in full force and effect until payment in full in cash of all Obligations,
(ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure,
together with the rights and remedies of the Collateral Agent hereunder, to the
benefit of the Collateral Agent and each other Secured Creditor and each of
their respective successors, transferees and assigns; no other persons
(including, without limitation, any other creditor of the Pledgor) shall have
any interest herein or any right or benefit with respect hereto. Without
limiting the generality of the foregoing clause (iii) and subject to the
provisions of the Credit Agreement, any Secured Creditor may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other person or entity, and such other person or entity shall thereupon become
vested with all the benefits in respect thereof granted to such Secured
Creditor herein or otherwise, subject, however, to the provisions of the Credit
Agreement.


 


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


 


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


 


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


 


17





















 


forth in an amendment or modification executed pursuant to Section 14;
(d) any lack of validity or enforceability of the Credit Agreement or any other
agreement or instrument relating thereto; or (e) any other circumstances which
might otherwise constitute a defense available to, or a discharge of, the
Pledgor.


 


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


 


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


 


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


 


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


 


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


 


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


 


18





















 


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


 


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


 


19





















 


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


 


 


	
   

  	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Name:
  Daniel B. Matthews

  
	
   

  	
   

  	
  Title:
  Senior Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald S. Shokrian

  	
   

  
	
   

  	
   

  	
  Name:
  Donald S. Shikrian

  
	
   

  	
   

  	
  Title:
  Managing Director

  
							



 


20





















 


SCHEDULE
I


 


Schedule
of Pledged Routes


 


	
  Route to be Pledged

  	
   

  	
  Certificate or

  Exemption

  Authority

  	
   

  	
  Issued by DOT/CAB

  Order

  	
   

  	
  Current Expiration

  Date

  
	
  U.S.- China

  7 weekly Combination

  frequencies

  	
   

  	
  Frequency

  Allocation

  	
   

  	
  Order 2004-7-23

  Docket OST-2004-18469

  	
   

  	
  None

  
	
  U.S.- China

  6 weekly All-cargo

  frequencies

  	
   

  	
  Frequency

  Allocation

  	
   

  	
  Order 2004-10-8

  Docket OST-2004-18468

  (order not effective pre-12/8/04)

  	
   

  	
  None

  
	
  Hong Kong-Manila

  4 weekly 5th Freedom

  all-cargo frequencies

  	
   

  	
  Frequency

  Allocation

  	
   

  	
  Order 2003-9-9

  Docket OST 2002-14049

  	
   

  	
  None

  
	
  Hong Kong-Seoul

  1 weekly 5th Freedom

  all-cargo frequency

  	
   

  	
  Frequency

  Allocation

  	
   

  	
  NOAT 5/11/04

  Docket OST-2004-17279

  	
   

  	
  None