Exhibit 4.6(b)


 


ESCROW AND PAYING AGENT AGREEMENT

(Class B)


 


Dated as of October 10, 2007


 


among


 


CITIBANK, N.A.


 


as Escrow Agent,


 


MORGAN STANLEY & CO. INCORPORATED


 


CITIGROUP GLOBAL MARKETS INC.


 


J.P. MORGAN SECURITIES INC.


 


CREDIT SUISSE SECURITIES (USA) LLC


 


DEUTSCHE BANK SECURITIES INC.


 


AND


 


CALYON SECURITIES (USA) INC.


 


as Underwriters,


 


U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity,

but solely as Pass Through Trustee

for and on behalf of

Northwest Airlines Pass Through Trust 2007-1B

as Pass Through Trustee,


 


AND


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Paying Agent


 

















 


TABLE OF CONTENTS


 


 


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
  Escrow Agent

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Appointment of Escrow Agent

  	
   

  	
  2

  
	
  Section 1.2

  	
   

  	
  Instruction, Etc

  	
   

  	
  2

  
	
  Section 1.3

  	
   

  	
  Initial Escrow Amount; Issuance of Escrow Receipts

  	
   

  	
  3

  
	
  Section 1.4

  	
   

  	
  Payments to Receiptholders

  	
   

  	
  4

  
	
  Section 1.5

  	
   

  	
  Mutilated, Destroyed, Lost or Stolen Escrow Receipt

  	
   

  	
  4

  
	
  Section 1.6

  	
   

  	
  Additional Escrow Amounts

  	
   

  	
  5

  
	
  Section 1.7

  	
   

  	
  Resignation or Removal of Escrow Agent

  	
   

  	
  5

  
	
  Section 1.8

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  5

  
	
  Section 1.9

  	
   

  	
  Further Assurances

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Paying Agent

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Appointment of Paying Agent

  	
   

  	
  6

  
	
  Section 2.2

  	
   

  	
  Establishment of Paying Agent Account

  	
   

  	
  6

  
	
  Section 2.3

  	
   

  	
  Payments from Paying Agent Account

  	
   

  	
  6

  
	
  Section 2.4

  	
   

  	
  Withholding Taxes

  	
   

  	
  7

  
	
  Section 2.5

  	
   

  	
  Resignation or Removal of Paying Agent

  	
   

  	
  7

  
	
  Section 2.6

  	
   

  	
  Notice of Final Withdrawal

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Payments

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Other Actions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Representations and Warranties of the Escrow Agent

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Representations and Warranties of the Paying Agent

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Indemnification

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Amendment, Etc.

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Notices

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Transfer

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Entire Agreement

  	
   

  	
  12

  
						



 


i

















 


	
  Section 12.

  	
   

  	
  Governing Law

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.

  	
   

  	
  WAIVER OF JURY TRIAL RIGHT

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.

  	
   

  	
  Counterparts

  	
   

  	
  12

  



 


ii

















 


	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Escrow Receipt

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Withdrawal Certificate

  	
   

  	
   

  



 


iii

















 


This ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of October
10, 2007 (as amended, modified or supplemented from time to time, this “Agreement”)
among Citibank, N.A., as Escrow Agent (in such capacity, together with its
successors in such capacity, the “Escrow Agent”), Morgan Stanley & Co.
Incorporated and Citigroup Global Markets Inc., as Underwriters of the Certificates
referred to below (the “Underwriters” and together with their respective
transferees and assigns as registered owners of the Certificates, the “Investors”)
under the Underwriting Agreement referred to below, U.S. Bank Trust National
Association, a national banking association, not in its individual capacity
except as otherwise expressly provided herein, but solely as trustee (in such
capacity, together with its successors in such capacity, the “Pass Through
Trustee”) under the Pass Through Trust Agreement referred to below, and U.S.
Bank National Association, as paying agent hereunder (in such capacity,
together with its successors in such capacity, the “Paying Agent”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, Northwest Airlines Corporation, a Delaware corporation (the “Guarantor”),
Northwest Airlines, Inc., a Minnesota corporation (“Northwest”) and the Pass
Through Trustee have entered into a Trust Supplement, dated as of the date
hereof (the “Trust Supplement”), to the Pass Through Trust Agreement, dated as
of June 3, 1999, by and among the Guarantor, Northwest and the Pass Through
Trustee (as successor in interest to State Street Bank and Trust Company of
Connecticut, National Association), relating to Northwest Airlines Pass Through
Trust 2007-1B (the “Pass Through Trust”) pursuant to which the Northwest
Airlines Pass Through Trust, Series 2007-1B Certificates referred to therein
(the “Certificates”) are being issued;


 


WHEREAS, Northwest and the Underwriters have entered into an
Underwriting Agreement dated October 2, 2007 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the “Underwriting
Agreement”) pursuant to which the Pass Through Trustee will issue and sell the
Certificates to the Underwriters;


 


WHEREAS, Northwest, the Pass Through Trustee, certain other pass
through trustees and certain other persons concurrently herewith are entering
into the Note Purchase Agreement, dated as of the date hereof (the “Note
Purchase Agreement”), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date
(as defined in the Note Purchase Agreement) equipment notes (the “Equipment
Notes”) issued to finance the acquisition of aircraft by Northwest, utilizing a
portion of the proceeds from the sale of the Certificates (the “Net Proceeds”);


 


WHEREAS, the Underwriters and the Pass Through Trustee intend that the
Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors,
subject to withdrawal upon request by the Pass Through Trustee and satisfaction
of the conditions set forth in the Note Purchase Agreement for the purpose of
purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds
be deposited on behalf of the Escrow Agent with Credit Suisse, New York Branch,
as Depositary (the “Depositary”) under the Deposit Agreement, dated as of the
date hereof, between the Depositary and the Escrow Agent relating to the Pass
Through Trust (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the “Deposit Agreement”) pursuant to which,
among other things, the 


 

















 


Depositary will pay interest for distribution to the Investors and
establish accounts from which the Escrow Agent shall make withdrawals upon
request of and proper certification by the Pass Through Trustee;


 


WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay
amounts required to be distributed to the Investors in accordance with this
Agreement; and


 


WHEREAS, capitalized terms used but not defined herein shall have the
respective meanings set forth or incorporated by reference in the Pass Through
Trust Agreement.


 


NOW, THEREFORE, in consideration of the obligations contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1.               Escrow
Agent.


 


Section 1.1             Appointment
of Escrow Agent. Each of the Underwriters, for and on behalf of each of the
Investors, hereby irrevocably appoints, authorizes and directs the Escrow Agent
to act as escrow agent and fiduciary hereunder and under the Deposit Agreement
for such specific purposes and with such powers as are specifically delegated
to the Escrow Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. Any and all money received and
held by the Escrow Agent under this Agreement or the Deposit Agreement shall be
held in escrow by the Escrow Agent in accordance with the terms of this
Agreement. This Agreement is irrevocable and the Investors’ rights with respect
to any monies received and held in escrow by the Escrow Agent under this
Agreement or the Deposit Agreement shall only be as provided under the terms
and conditions of this Agreement and the Deposit Agreement. The Escrow Agent
(which term as used in this sentence shall include reference to its affiliates
and its own and its affiliates’ officers, directors, employees and agents):


 


(a)           shall have no duties
or responsibilities except those expressly set forth in this Agreement;


 


(b)           shall not be
responsible to the Pass Through Trustee, the Investors or any other person for
any recitals, statements, representations or warranties of any person other
than itself contained in this Agreement, the Escrow Receipts (as defined
herein), the Deposit Agreement or the Note Purchase Agreement or for actions of
or the failure by the Pass Through Trustee, the Investors or any other person
or entity, including but not limited to, the Paying Agent or the Depositary
(other than the Escrow Agent) to perform any of its obligations hereunder
(whether or not the Escrow Agent shall have any knowledge thereof); and


 


(c)           shall not be
responsible for any action taken or omitted to be taken by it hereunder or
provided for herein or in connection herewith, except for its own willful
misconduct or gross negligence (or simple negligence in connection with the
handling of funds) or breach of its obligations hereunder.


 


Section 1.2             Instruction,
Etc. The Underwriters, for and on behalf of each of the Investors, hereby
irrevocably instruct the Escrow Agent, and the Escrow Agent agrees: (a) to 


 

















 


enter into the
Deposit Agreement and, if requested by Northwest pursuant to Section 5(a)(vii)
of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement
(as defined in the Note Purchase Agreement) with the Replacement Depositary (as
defined in the Note Purchase Agreement) specified by the Company; (b) to
appoint the Paying Agent as provided in this Agreement; (c) upon receipt at any
time and from time to time prior to the Termination Date (as defined below) of
a certificate substantially in the form of Exhibit B hereto (a “Withdrawal
Certificate”) executed by the Pass Through Trustee, together with an attached
Notice of Purchase Withdrawal in substantially the form of Exhibit A to the
Deposit Agreement duly completed by the Pass Through Trustee (the “Applicable
Notice of Purchase Withdrawal” and the withdrawal to which it relates, a “Purchase
Withdrawal”), immediately to execute the Applicable Notice of Purchase
Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile
transmission in accordance with the Deposit Agreement; provided that, upon the
request of the Pass Through Trustee after such transmission, the Escrow Agent
shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of
a Withdrawal Certificate executed by the Pass Through Trustee, together with an
attached Notice of Replacement Withdrawal in substantially the form of Exhibit
C to the Deposit Agreement (a “Notice of Replacement Withdrawal”) duly
completed by the Pass Through Trustee, to (X) give such Notice of Replacement
Withdrawal to the Depositary requesting a withdrawal, on the date specified in
such notice, which shall not be less than 15 days after such notice is given
(the “Replacement Withdrawal Date”), of all Deposits as defined in the Deposit
Agreement then held by the Depositary together with, if the Replacement
Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid
interest on such Deposits to but excluding the Replacement Withdrawal Date, and
(Y) direct the Depositary to transfer such Deposits on behalf of the Escrow
Agent to the Replacement Depositary in accordance with the Replacement Deposit
Agreement (as defined in the Note Purchase Agreement); (e) if there are any
undrawn Deposits (as defined in the Deposit Agreement) on the “Termination Date”,
which shall mean the earlier of (i) April 1, 2009 and (ii) the day on which the
Escrow Agent receives notice from the Pass Through Trustee that the Pass
Through Trustee’s obligation to purchase Equipment Notes under the Note
Purchase Agreement has terminated, to give notice to the Depositary (with a
copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit
Agreement requesting a withdrawal of all of the remaining Deposits, together
with accrued and unpaid interest on such Deposits to the date of withdrawal, on
the 15th day after the date that such notice of withdrawal is given to the
Depositary (or, if not a Business Day, on the next succeeding Business Day) (a “Final
Withdrawal”), provided that if the day scheduled for the Final Withdrawal in
accordance with the foregoing is within ten (10) days before or after a Regular
Distribution Date, then the Escrow Agent shall request that such requested
Final Withdrawal be made on such Regular Distribution Date (the date of such
requested withdrawal, the “Final Withdrawal Date”), and (f) to enter into the
Note Purchase Agreement. If for any reason the Escrow Agent shall have failed
to give the Final Withdrawal Notice to the Depositary on or before April 1,
2009, and there are unwithdrawn Deposits on such date, the Final Withdrawal
Date shall be deemed to be April 16, 2009.


 


Section 1.3             Initial
Escrow Amount; Issuance of Escrow Receipts. The Escrow Agent hereby directs
the Underwriters to, and the Underwriters hereby acknowledge that on the date
hereof they shall, irrevocably deliver to the Depositary on behalf of the
Escrow Agent, an amount in U.S. dollars (“Dollars”) and immediately available
funds equal to $115,845,000 for deposit on behalf of the Escrow Agent with the
Depositary in accordance with Section 2.1 of the 


 

















 


Deposit
Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of
such sum from the Underwriters, to confirm such receipt by executing (by manual
or facsimile signature) and delivering to the Pass Through Trustee an Escrow
Receipt in the form of Exhibit A hereto (an “Escrow Receipt”), (a) to be
affixed by the Pass Through Trustee to each Certificate and (b) to evidence the
same percentage interest (“Escrow Interest”) in the Account Amounts (as defined
below) as the Fractional Undivided Interest in the Pass Through Trust evidenced
by the Certificate to which it is to be affixed. The Escrow Agent shall provide
to the Pass Through Trustee for attachment to each Certificate newly issued
under and in accordance with the Pass Through Trust Agreement an executed
Escrow Receipt as the Pass Through Trustee may from time to time request of the
Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a
register (the “Register”) maintained by the Escrow Agent in the same name and
same manner as the Certificate to which it is attached and may not thereafter
be detached from such Certificate to which it is to be affixed prior to the
distribution of the Final Withdrawal pursuant to clause (d) of Section 1.2
hereof (the “Final Distribution”). After the Final Distribution, no additional Escrow
Receipts shall be issued and the Pass Through Trustee shall request the return
to the Escrow Agent for cancellation of all outstanding Escrow Receipts.


 


Section 1.4             Payments
to Receiptholders. All payments and distributions made to holders of an Escrow
Receipt (collectively, “Receiptholders”) in respect of the Escrow Receipt shall
be made only from amounts deposited in the Paying Agent Account (as defined
below) (“Account Amounts”). Each Receiptholder, by its acceptance of an Escrow
Receipt, agrees that (a) it will look solely to the Account Amounts for any
payment or distribution due to such Receiptholder pursuant to the terms of the
Escrow Receipt and this Agreement and (b) it will have no recourse to
Northwest, the Pass Through Trustee, the Paying Agent or the Escrow Agent,
except as expressly provided herein or in the Pass Through Trust Agreement. No
Receiptholder shall have any right to vote or in any manner otherwise control
the operation and management of the Paying Agent Account or the obligations of
the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Escrow Receipt, be construed so as to constitute the
Receiptholders from time to time as partners or members of an association.


 


Section 1.5             Mutilated,
Destroyed, Lost or Stolen Escrow Receipt. If (a) any mutilated Escrow
Receipt is surrendered to the Escrow Agent or the Escrow Agent receives
evidence to its satisfaction of the destruction, loss or theft of any Escrow
Receipt and (b) there is delivered to the Escrow Agent and the Pass Through
Trustee such security, indemnity or bond, as may be required by them to hold
each of them harmless, then, absent notice to the Escrow Agent or the Pass
Through Trustee that such destroyed, lost or stolen Escrow Receipt has been
acquired by a bona fide purchaser, and provided that the requirements of
Section 8-405 of the Uniform Commercial Code in effect in any applicable
jurisdiction are met, the Escrow Agent shall execute and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Escrow Receipt,
a new Escrow Receipt or Escrow Receipts and of like Escrow Interest in the
Account Amounts and bearing a number not contemporaneously outstanding.


 


In connection with the issuance of any new Escrow Receipt under this
Section 1.5, the Escrow Agent may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Pass
Through Trustee and the Escrow Agent) connected therewith.


 

















 


Any duplicate Escrow Receipt issued pursuant to this Section 1.5 shall
constitute conclusive evidence of the appropriate Escrow Interest in the
Account Amounts, as if originally issued, whether or not the lost, stolen or
destroyed Escrow Receipt shall be found at any time.


 


The provisions of this Section 1.5 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Escrow Receipts.


 


Section 1.6             Additional
Escrow Amounts. On the date of any Purchase Withdrawal, the Pass Through
Trustee may re-deposit with the Depositary some or all of the amounts so
withdrawn in accordance with Section 2.4 of the Deposit Agreement.


 


Section 1.7             Resignation
or Removal of Escrow Agent. Subject to the appointment and acceptance of a
successor Escrow Agent as provided below, the Escrow Agent may resign at any
time by giving thirty (30) days’  prior
written notice thereof to the Investors, but may not otherwise be removed
except for cause by the written consent of the Investors with respect to
Investors representing Escrow Interests aggregating not less than a majority in
interest in the Account Amounts (an “Action of Investors”). Upon any such
resignation or removal, the Investors, by an Action of Investors, shall have
the right to appoint a successor Escrow Agent. If no successor Escrow Agent
shall have been so appointed and shall have accepted such appointment within
thirty (30) days after the retiring Escrow Agent’s giving of notice of
resignation or the removal of the retiring Escrow Agent, then the retiring
Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent
shall be a bank which has an office in the United States with a combined
capital and surplus of at least $100,000,000. Upon the acceptance of any
appointment as Escrow Agent hereunder by a successor Escrow Agent, such
successor Escrow Agent shall enter into such documents as the Pass Through Trustee
shall require and shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Escrow Agent, and the
retiring Escrow Agent shall be discharged from its duties and obligations
hereunder. No resignation or removal of the Escrow Agent shall be effective
unless a written confirmation shall have been obtained from each of Moody’s
Investors Service, Inc. and Standard & Poor’s Ratings Services, a Division
of the McGraw-Hill Companies, Inc., that the replacement of the Escrow Agent
with the successor Escrow Agent will not result in (a) a reduction of the
rating for the Certificates below the then current rating for the Certificates
or (b) a withdrawal or suspension of the rating of the Certificates.


 


Section 1.8             Persons
Deemed Owners. Prior to due presentment of a Certificate and Escrow Receipt
for registration of transfer, the Escrow Agent and the Paying Agent may treat
the Person in whose name any Escrow Receipt is registered (as of the day of
determination) as the owner of such Escrow Receipt for the purpose of receiving
distributions pursuant to this Agreement and for all other purposes whatsoever,
and neither the Escrow Agent nor the Paying Agent shall be affected by any
notice to the contrary.


 


Section 1.9             Further
Assurances. The Escrow Agent agrees to take such actions, and execute such
other documents, as may be reasonably requested by the Pass Through Trustee in
order to effectuate the purposes of this Agreement and the performance by the
Escrow Agent of its obligations hereunder.


 

















 


Section 2.               Paying
Agent.


 


Section 2.1             Appointment
of Paying Agent. The Escrow Agent hereby irrevocably appoints and
authorizes the Paying Agent to act as its paying agent hereunder, for the
benefit of the Investors, for such specific purposes and with such powers as
are specifically delegated to the Paying Agent by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto. Any and
all money received and held by the Paying Agent under this Agreement or the
Deposit Agreement shall be held in the Paying Agent Account for the benefit of
the Investors. The Paying Agent (which term as used in this sentence shall
include reference to its affiliates and its own and its affiliates’ officers,
directors, employees and agents):


 


(a)           shall have no duties
or responsibilities except those expressly set forth in this Agreement, and
shall not by reason of this Agreement be a trustee for the Escrow Agent;


 


(b)           shall not be
responsible to the Escrow Agent for any recitals, statements, representations
or warranties of any person other then itself contained in this Agreement or
for the failure by the Escrow Agent or any other person or entity (other than
the Paying Agent) to perform any of its obligations hereunder (whether or not
the Paying Agent shall have any knowledge thereof); and


 


(c)           shall not be
responsible for any action taken or omitted to be taken by it hereunder or
provided for herein or in connection herewith, except for its own willful
misconduct or gross negligence (or simple negligence in connection with the
handling of funds).


 


Section 2.2             Establishment
of Paying Agent Account. The Paying Agent shall establish a deposit account
(the “Paying Agent Account”) at U.S. Bank National Association in the name of
the Escrow Agent. It is expressly understood by the parties hereto that the
Paying Agent is acting as the paying agent of the Escrow Agent hereunder and
that no amounts on deposit in the Paying Agent Account constitute part of the
Trust Property.


 


Section 2.3             Payments
from Paying Agent Account. The Escrow Agent hereby irrevocably instructs
the Paying Agent, and the Paying Agent agrees to act, as follows:


 


(a)           On each Interest
Payment Date (as defined in the Deposit Agreement) or as soon thereafter as the
Paying Agent has confirmed receipt in the Paying Agent Account from the
Depositary of any amount in respect of accrued interest on the Deposits, the
Paying Agent shall distribute out of the Paying Agent Account the entire amount
deposited therein by the Depositary. There shall be so distributed to each
Receiptholder of record on the 15th day (whether or not a Business Day)
preceding such Interest Payment Date (the “Record Date”) by check mailed to
such Receiptholder, at the address appearing in the Register, such
Receiptholder’s pro rata share (based on the Escrow Interest in the Account
Amounts held by such Receiptholder) of the total amount of interest deposited
by the Depositary in the Paying Agent Account on such date, except that, with
respect to Escrow Receipts registered on the Record Date in the name of The
Depository Trust Company, a New York corporation (“DTC”), or its nominee, such
distribution shall be made by wire transfer in immediately available funds to
the account designated by DTC.


 

















 


(b)           Upon the
confirmation by the Paying Agent of receipt in the Paying Agent Account from
the Depositary of any amount in respect of the Final Withdrawal, the Paying
Agent shall forthwith distribute the entire amount of the Final Withdrawal
deposited therein by the Depositary. There shall be so distributed to each
Receiptholder of record on the 15th day (whether or not a Business Day)
preceding the Final Withdrawal Date (the “Final Record Date”) at the address
appearing in the Register, such Receiptholder’s pro rata share (based on the
Escrow Interest in the Account Amounts held by such Receiptholder) of the total
amount in the Paying Agent Account on account of such Final Withdrawal except
that, with respect to Escrow Receipts registered on the Final Record Date in
the name of DTC or its nominee, such distribution shall be made by wire
transfer in immediately available funds to the account designated by DTC.


 


(c)           If any payment of
interest or principal in respect of the Final Withdrawal is not received by the
Paying Agent within five (5) days of the applicable date when due, then it
shall be distributed to Receiptholders after actual receipt by the Paying Agent
on the same basis as a Special Payment is distributed under the Pass Through
Trust Agreement.


 


(d)           The Paying Agent
shall include with any check mailed pursuant to this Section any notice
required to be distributed under the Pass Through Trust Agreement that is
furnished to the Paying Agent by the Pass Through Trustee.


 


Section 2.4             Withholding
Taxes. The Paying Agent shall exclude and withhold from each distribution
of accrued interest on the Deposits (as defined in the Deposit Agreement) and
any amount in respect of the Final Withdrawal any and all withholding taxes
applicable thereto as required by law. The Paying Agent agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any
amounts payable in respect of the Deposits (as defined in the Deposit
Agreement) or the escrow amounts, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the
Receiptholders, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each such Receiptholder appropriate documentation
showing the payment thereof, together with such additional documentary evidence
as such Receiptholder may reasonably request from time to time. The Paying
Agent agrees to file any other information reports as it may be required to
file under United States law.


 


Section 2.5             Resignation
or Removal of Paying Agent. Subject to the appointment and acceptance of a
successor Paying Agent as provided below, the Paying Agent may resign at any
time by giving thirty (30) days’ prior written notice thereof to the Escrow
Agent, but may not otherwise be removed except for cause by the Escrow Agent. Upon
any such resignation or removal, the Escrow Agent shall have the right to
appoint a successor Paying Agent. If no successor Paying Agent shall have been
so appointed and shall have accepted such appointment within thirty (30) days
after the retiring Paying Agent’s giving of notice of resignation or the
removal of the retiring Paying Agent, then the retiring Paying Agent may
appoint a successor Paying Agent. Any Successor Paying Agent shall be a bank
which has an office in the United States with a combined capital and surplus of
at least US$100,000,000. Upon the acceptance of any appointment as Paying Agent
hereunder by a successor Paying Agent, such successor Paying Agent shall enter
into such documents as the Escrow Agent shall 


 

















 


require and
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Paying Agent, and the retiring Paying
Agent shall be discharged from its duties and obligations hereunder.


 


Section 2.6             Notice
of Final Withdrawal. Promptly after receipt by the Paying Agent of notice
that the Escrow Agent has requested a Final Withdrawal or that a Final
Withdrawal will be made, the Paying Agent shall cause notice of the
distribution of the Final Withdrawal to be mailed to each of the Receiptholders
at its address as it appears in the Register. Such notice shall be mailed not
less than fifteen (15) days prior to the Final Withdrawal Date. Such notice
shall set forth:


 


(a)           the Final Withdrawal
Date and the date for determining Receiptholders of record who shall be
entitled to receive distributions in respect of the Final Withdrawal;


 


(b)           the amount of the
payment in respect of the Final Withdrawal for each $1,000 face amount
Certificate (based on information provided by the Pass Through Trustee) and the
amount thereof constituting unused Deposits (as defined in the Deposit
Agreement) and interest thereon; and


 


(c)           if the Final
Withdrawal Date is the same date as a Regular Distribution Date, the total
amount to be received on such date for each $1,000 face amount Certificate
(based on information provided by the Pass Through Trustee).


 


Such mailing may include any notice required to be given to
Certificateholders in connection with such distribution pursuant to the Pass
Through Trust Agreement.


 


Section 3.               Payments.
If, notwithstanding the instructions in Article IV of the Deposit Agreement
that all amounts payable to the Escrow Agent under the Deposit Agreement be
paid by the Depositary directly to the Paying Agent or the Pass Through Trustee
(depending on the circumstances), the Escrow Agent receives any payment
thereunder, then the Escrow Agent shall forthwith pay such amount in Dollars
and in immediately available funds by wire transfer to (a) in the case of a
payment of accrued interest on the Deposits (as defined in the Deposit Agreement)
or any Final Withdrawal directly to the Paying Agent Account and (b) in the
case of any Purchase Withdrawal, directly to the Pass Through Trustee or its
designee as specified and in the manner provided in the Applicable Notice of
Purchase Withdrawal. The Escrow Agent hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right (whether
arising under applicable law, contract or otherwise) it may have against
amounts payable to the Paying Agent howsoever arising.


 


Section 4.               Other
Actions. Subject to Section 7 hereof, the Escrow Agent shall take such
other actions under or in respect of the Deposit Agreement (including, without
limitation, the enforcement of the obligations of the Depositary thereunder) as
the Investors, by an Action of Investors, may from time to time request.


 


Section 5.               Representations
and Warranties of the Escrow Agent. The Escrow Agent represents and
warrants to Northwest, the Investors, the Paying Agent and the Pass Through
Trustee as follows:


 

















 


(a)           it is a national
banking association duly organized and validly existing in good standing under
the laws of the United States of America;


 


(b)           it has full power,
authority and legal right to conduct its business and operations as currently
conducted and to enter into and perform its obligations under this Agreement
and the Deposit Agreement;


 


(c)           the execution,
delivery and performance of each of this Agreement and the Deposit Agreement
have been duly authorized by all necessary corporate action on the part of it
and do not require any stockholder approval, or approval or consent of any
trustee or holder of any indebtedness or obligations of it, and each such
document has been duly executed and delivered by it and constitutes its legal,
valid and binding obligations enforceable against it in accordance with the
terms hereof or thereof except as such enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws or
equitable principles of general application to or affecting the enforcement of
creditors’ rights generally (regardless of whether such enforceability is
considered in a proceeding in equity or at law);


 


(d)           no authorization,
consent or approval of or other action by, and no notice to or filing with, any
United States federal or state governmental authority or regulatory body is
required for the execution, delivery or performance by it of this Agreement or
the Deposit Agreement;


 


(e)           neither the
execution, delivery or performance by it of this Agreement or the Deposit
Agreement, nor compliance with the terms and provisions hereof or thereof,
conflicts or will conflict with or results or will result in a breach or
violation of any of the terms, conditions or provisions of, or will require any
consent or approval under, any law, governmental rule or regulation or the
charter documents, as amended, or bylaws, as amended, of it or any similar
instrument binding on it or any order, writ, injunction or decree of any court
or governmental authority against it or by which it or any of its properties is
bound or any indenture, mortgage or contract or other agreement or instrument
to which it is a party or by which it or any of its properties is bound, or
constitutes or will constitute a default thereunder or results or will result
in the imposition of any lien upon any of its properties; and


 


(f)            there are no
pending or, to its knowledge, threatened actions, suits, investigations or
proceedings (whether or not purportedly on behalf of it) against or affecting
it or any of its property before or by any court or administrative agency
which, if adversely determined, (A) would adversely affect the ability of it to
perform its obligations under this Agreement or the Deposit Agreement or (B)
would call into question or challenge the validity of this Agreement or the
Deposit Agreement or the enforceability hereof or thereof in accordance with
the terms hereof or thereof, nor is the Escrow Agent in default with respect to
any order of any court, governmental authority, arbitration board or
administrative agency so as to adversely affect its ability to perform its
obligations under this Agreement or the Deposit Agreement.


 





















 


Section 6.               Representations
and Warranties of the Paying Agent. The Paying Agent represents and warrants
to Northwest, the Investors, the Escrow Agent and the Pass Through Trustee as
follows:


 


(a)           it is a national
banking association duly organized and validly existing in good standing under
the laws of the United States of America;


 


(b)           it has full power,
authority and legal right to conduct its business and operations as currently
conducted and to enter into and perform its obligations under this Agreement;


 


(c)           the execution,
delivery and performance of this Agreement has been duly authorized by all necessary
corporate action on the part of it and does not require any stockholder
approval, or approval or consent of any trustee or holder of any indebtedness
or obligations of it, and such document has been duly executed and delivered by
it and constitutes its legal, valid and binding obligations enforceable against
it in accordance with the terms hereof except as such enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization or other similar
laws or equitable principles of general application to or affecting the
enforcement of creditors’ rights generally (regardless of whether such
enforceability is considered in a proceeding in equity or at law);


 


(d)           no authorization,
consent or approval of or other action by, and no notice to or filing with, any
United States federal or state governmental authority or regulatory body is
required for the execution, delivery or performance by it of this Agreement;


 


(e)           neither the
execution, delivery or performance by it of this Agreement, nor compliance with
the terms and provisions hereof, conflicts or will conflict with or results or
will result in a breach or violation of any of the terms, conditions or
provisions of, or will require any consent or approval under, any law,
governmental rule or regulation or the charter documents, as amended, or
bylaws, as amended, of it or any similar instrument binding on it or any order,
writ, injunction or decree of any court or governmental authority against it or
by which it or any of its properties is bound or any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a default
thereunder or results or will result in the imposition of any lien upon any of
its properties; and


 


(f)            there are no
pending or, to its knowledge, threatened actions, suits, investigations or
proceedings (whether or not purportedly on behalf of it) against or affecting
it or any of its property before or by any court or administrative agency
which, if adversely determined, (A) would adversely affect the ability of it to
perform its obligations under this Agreement or (B) would call into question or
challenge the validity of this Agreement or the enforceability hereof in accordance
with the terms hereof, nor is the Paying Agent in default with respect to any
order of any court, governmental authority, arbitration board or administrative
agency so as to adversely affect its ability to perform its obligations under
this Agreement.


 





















 


Section 7.               Indemnification.
Except for actions expressly required of the Escrow Agent or the Paying Agent
hereunder, each of the Escrow Agent and the Paying Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall have
been indemnified by the party requesting such action in a manner reasonably
satisfactory to it against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. In
the event Northwest requests any amendment to any Operative Document (as
defined in the Note Purchase Agreement), the Pass Through Trustee agrees to pay
all reasonable fees and expenses (including, without limitation, fees and
disbursements of counsel) of the Escrow Agent and the Paying Agent in
connection therewith.


 


Section 8.               Amendment,
Etc. Upon request of the Pass Through Trustee and approval by an Action of
Investors, the Escrow Agent shall enter into an amendment to this Agreement, so
long as such amendment does not adversely affect the rights or obligations of
the Escrow Agent or the Paying Agent, provided that upon request of the Pass
Through Trustee and without any consent of the Investors, the Escrow Agent
shall enter into an amendment to this Agreement for any of the following
purposes:


 


(a)           to correct or
supplement any provision in this Agreement which may be defective or
inconsistent with any other provision herein or to cure any ambiguity or
correct any mistake or to modify any other provision with respect to matters or
questions arising under this Agreement, provided that any such action shall not
materially adversely affect the interests of the Investors; or


 


(b)           to comply with any
requirement of the SEC, applicable law, rules or regulations of any exchange or
quotation system on which the Certificates are listed or any regulatory body;
or


 


(c)           to evidence and
provide for the acceptance of appointment under this Agreement of a successor
Escrow Agent, successor Paying Agent or successor Pass Through Trustee.


 


Section 9.               Notices. Unless otherwise
expressly provided herein, any notice or other communication under this
Agreement shall be in writing (including by facsimile) and shall be deemed to
be given and effective upon receipt thereof (or, if received outside of
business hours, on the next opening of business on a Business Day). All notices
shall be sent to (a) in the case of the Investors, as their respective
addresses shall appear in the Register, (b) in the case of the Escrow Agent,
Citibank, N.A., Agency & Trust, 388 Greenwich Street, 14th
Floor, New York, New York 10013, Attention: 
Barbara E. Bennett (Telecopier: 212-657-2762), (c) in the case of the
Pass Through Trustee, U.S. Bank Trust 
National Association, 225 Asylum St., Goodwin Square, Hartford, CT
06013, Attention: John G. Correia (Telecopier: 617-603-6665), or (d) in the
case of the Paying Agent, U.S. Bank National Association, 1 Federal St., 3rd
Fl., Boston, MA 02110, Attention: Corporate Trust Department
(Telecopier:617-662-1462), in each case with a copy to Northwest Airlines,
Inc., Department A4010, 2700 Lone Oak Parkway, Eagan, MN 55121-1534,
Attention:  Treasurer (Telecopier:  (612) 726-2221) (or at such other address as
any such party may specify from time to time in a written notice to the other
parties). On or prior to the execution of this Agreement, the Pass Through
Trustee has delivered to the Escrow Agent a certificate containing specimen
signatures of the representatives of the Pass 


 

















 


Through Trustee who are
authorized to give notices and instructions with respect to this Agreement. The
Escrow Agent may conclusively rely on such certificate until the Escrow Agent
receives written notice from the Pass Through Trustee to the contrary.


 


Section 10.             Transfer. No party hereto
shall be entitled to assign or otherwise transfer this Agreement (or any
interest herein) other than (in the case of the Escrow Agent) to a successor
escrow agent under Section 1.7 hereof or (in the case of the Paying Agent) to a
successor paying agent under Section 2.5 hereof, and any purported assignment
in violation thereof shall be void. This Agreement shall be binding upon the
parties hereto and their respective successors and (in the case of the Escrow
Agent and the Paying Agent) their respective permitted assigns.


 


Section 11.             Entire Agreement. This
Agreement sets forth all of the promises, covenants, agreements, conditions and
understandings among the Escrow Agent, the Paying Agent, the Underwriters and
the Pass Through Trustee with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and undertakings,
inducements or conditions, express or implied, oral or written.


 


Section 12.             Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


Section 13.             WAIVER OF JURY TRIAL RIGHT. EACH
OF THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH
TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO
A TRIAL BY JURY.


 


Section 14.             Counterparts. This Agreement
may be executed in one or more counterparts, all of which taken together shall
constitute one instrument.


 

















 


IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the
Underwriters and the Pass Through Trustee have caused this Escrow and Paying
Agent Agreement (Class B) to be duly executed as of the day and year first
above written.


 


 


	
   

  	
  CITIBANK, N.A., as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Barbara E. Bennett

  	
   

  
	
   

  	
  Name:   Barbara E. Bennett

  
	
   

  	
  Title:     Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION, 

  not in its individual capacity, but solely as Pass 

  Through Trustee for and on behalf of Northwest 

  Airlines Pass Through Trust 2007-1B

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John G. Correia

  	
   

  
	
   

  	
  Name:   John G. Correia

  
	
   

  	
  Title:     Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as 

  Paying Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John G. Correia

  	
   

  
	
   

  	
  Name:   John G. Correia

  
	
   

  	
  Title:     Vice
  President

  



 


Escrow and Paying Agent Agreement (2007-1B)


 

















 


	
   

  	
  MORGAN STANLEY & CO. INCORPORATED, 

  CITIGROUP GLOBAL MARKETS INC.,

  
	
   

  	
  J.P. MORGAN SECURITIES INC.,

  
	
   

  	
  CREDIT SUISSE SECURITIES (USA) LLC,

  
	
   

  	
  DEUTSCHE BANK SECURITIES INC.

  
	
   

  	
  AND

  
	
   

  	
  CALYON SECURITIES (USA) INC.

  
	
   

  	
  as Underwriters

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  MORGAN STANLEY & CO.

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Patrick Kaufer

  	
   

  
	
   

  	
  Name:    Patrick Kaufer

  
	
   

  	
  Title:      Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  CITIGROUP GLOBAL MARKETS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas Bliemel

  	
   

  
	
   

  	
  Name:    Thomas Bliemel

  
	
   

  	
  Title:      Managing
  Director

  



 

















 


EXHIBIT A


 


Northwest Airlines 2007-1B Escrow Receipt No.
    


 


This Escrow Receipt evidences a fractional undivided interest in
amounts (“Account Amounts”) from time to time deposited into a certain paying
agent account (the “Paying Agent Account”) described in the Escrow and Paying
Agent Agreement (Class B) dated as of October 10, 2007 (as amended, modified or
supplemented from time to time, the “Escrow and Paying Agent Agreement”) among
Citibank, N.A., a national banking association, as Escrow Agent (in such
capacity, together with its successors in such capacity, the “Escrow Agent”),
Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., J.P.
Morgan Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc. and Calyon Securities (USA) Inc., as Underwriters, U.S. Bank
Trust National Association, as Pass Through Trustee (in such capacity, together
with its successors in such capacity, the “Pass Through Trustee”) and U.S. Bank
National Association, as paying agent (in such capacity, together with its
successors in such capacity, the “Paying Agent”). Capitalized terms not defined
herein shall have the meanings assigned to them in the Escrow and Paying Agent
Agreement.


 


This Escrow Receipt is issued under and is subject to the terms,
provisions and conditions of the Escrow and Paying Agent Agreement. By virtue
of its acceptance hereof the holder of this Escrow Receipt assents and agrees
to be bound by the provisions of the Escrow and Paying Agent Agreement and this
Escrow Receipt.


 


This Escrow Receipt represents a fractional undivided interest in
amounts deposited from time to time in the Paying Agent Account, and grants or
represents no rights, benefits or interests of any kind in respect of any
assets or property other than such amounts. This Escrow Receipt evidences the
same percentage interest in the Account Amounts as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which this
Escrow Receipt is affixed.


 


All payments and distributions made to Receiptholders in respect of the
Escrow Receipt shall be made only from Account Amounts deposited in the Paying
Agent Account. The holder of this Escrow Receipt, by its acceptance of this
Escrow Receipt, agrees that it will look solely to the Account Amounts for any
payment or distribution due to it pursuant to this Escrow Receipt and that it
will not have any recourse to Northwest, the Pass Through Trustee, the Paying
Agent or the Escrow Agent, except as expressly provided herein or in the Pass
Through Trust Agreement. No Receiptholder of this Escrow Receipt shall have any
right to vote or in any manner otherwise control the operation and management
of the Paying Agent Account, nor shall anything set forth herein, or contained
in the terms of this Escrow Receipt, be construed so as to constitute the
Receiptholders from time to time as partners or members of an association.


 


This Escrow Receipt may not be assigned or transferred except in
connection with the assignment or transfer of the Certificate to which this
Escrow Receipt is affixed. After payment to the holder hereof of its Escrow
Interest in the Final Distribution, upon the request of the Pass Through
Trustee, the holder hereof will return this Escrow Receipt to the Pass Through
Trustee.


 

















 


The Paying Agent may treat the person in whose name the Certificate to
which this Escrow Receipt is attached as the owner hereof for all purposes, and
the Paying Agent shall not be affected by any notice to the contrary.


 


THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to
be duly executed.


 


Dated:                  ,
2007


 


	
   

  	
  CITIBANK, N.A., as Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
     Name:

  
	
   

  	
     Title:

  



 


2

















 


EXHIBIT B


 


Withdrawal Certificate

(Class B)


 


Citibank, N.A., 

as Escrow Agent


 


 


Agency & Trust

388 Greenwich Street

New York, New York 10013

Attention:  Barbara E. Bennett

Telecopier (212) 657-2762


 


Ladies and Gentlemen:


 


Reference is made to the Escrow and Paying Agent Agreement dated as of
October 10, 2007 (the “Agreement”). We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant
to Section 1.2(c) of the Agreement, please execute the attached Notice of
Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at
                              .


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,
  not in its individual capacity but
  solely as Pass 

  Through Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
     Name:

  
	
   

  	
     Title:

  



 


Dated:                        ,
         


 

















 


NOTICE OF PURCHASE WITHDRAWAL


 


Credit Suisse, New York Branch

11 Madison Avenue

New York, NY 10010-3629

Attention: Karl Studer

Telecopier: (212) 743-1894


 


Ladies and Gentlemen:


 


Reference is made to the Deposit Agreement (Class B) dated as of
October 10, 2007, (the “Deposit Agreement”) between Citibank, N.A., a national
banking association, as Escrow Agent, and Credit Suisse, New York Branch, as
Depositary (the “Depositary”).


 


In accordance with Section 2.3 of the Deposit Agreement, the
undersigned hereby requests the withdrawal of $                
of the Deposit, Account No.                .


 


The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to                             ,
Account No.                            ,
Reference:                               on                               ,            ,
upon the telephonic request of a representative of the Pass Through Trustee.


 


 


	
   

  	
  CITIBANK, N.A., as Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
     Name:

  
	
   

  	
     Title:

  



Dated:                       ,
        


 


	
  cc:

  	
  James Palen [Telecopier: (212)743-2025]

  
	
   

  	
  Carl Paravati [Telecopier: (212)534-5165]