Exhibit 4.4


 




 





INTERCREDITOR AGREEMENT


Dated as of


October 10, 2007


 


BY AND AMONG


 


U.S. BANK TRUST NATIONAL
ASSOCIATION,


not in its individual capacity


but solely as Trustee under the


Northwest Airlines Pass Through
Trust 2007-1A


and


Northwest Airlines Pass Through
Trust 2007-1B,


 


CALYON, acting through its New
York Branch,


as Class A Liquidity
Provider


and


as Class B Liquidity
Provider


 


AND


 


U.S. BANK NATIONAL ASSOCIATION,


not in its individual capacity
except


as expressly set forth herein
but


solely as Subordination Agent
and trustee hereunder




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
   

  	
  2

  
	
  SECTION 1.1.

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  TRUST ACCOUNTS; CONTROLLING PARTY

  	
   

  	
  19

  
	
  SECTION 2.1.

  	
   

  	
  Agreement to
  Terms of Subordination; Payments from Monies Received Only

  	
   

  	
  19

  
	
  SECTION 2.2.

  	
   

  	
  Trust
  Accounts

  	
   

  	
  20

  
	
  SECTION 2.3.

  	
   

  	
  Deposits to
  the Collection Account and Special Payments Account

  	
   

  	
  21

  
	
  SECTION 2.4.

  	
   

  	
  Distributions
  of Special Payments

  	
   

  	
  22

  
	
  SECTION 2.5.

  	
   

  	
  Designated
  Representatives

  	
   

  	
  23

  
	
  SECTION 2.6.

  	
   

  	
  Controlling
  Party

  	
   

  	
  24

  
	
  SECTION 2.7.

  	
   

  	
  Equipment
  Note Buy-Out Rights

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
  RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED

  	
   

  	
  28

  
	
  SECTION 3.1.

  	
   

  	
  Written
  Notice of Distribution

  	
   

  	
  28

  
	
  SECTION 3.2.

  	
   

  	
  Distribution
  of Amounts on Deposit in the Collection Account

  	
   

  	
  30

  
	
  SECTION 3.3.

  	
   

  	
  Other
  Payments

  	
   

  	
  32

  
	
  SECTION 3.4.

  	
   

  	
  Payments to
  the Trustees and the Liquidity Providers

  	
   

  	
  33

  
	
  SECTION 3.5.

  	
   

  	
  Liquidity
  Facilities

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  EXERCISE OF REMEDIES

  	
   

  	
  40

  
	
  SECTION 4.1.

  	
   

  	
  Directions
  from the Controlling Party

  	
   

  	
  40

  
	
  SECTION 4.2.

  	
   

  	
  Remedies
  Cumulative

  	
   

  	
  42

  
	
  SECTION 4.3.

  	
   

  	
  Discontinuance
  of Proceedings

  	
   

  	
  42

  
	
  SECTION 4.4.

  	
   

  	
  Right of
  Certificateholders and the Liquidity Providers to Receive Payments Not to Be
  Impaired

  	
   

  	
  42

  
	
  SECTION 4.5.

  	
   

  	
  Undertaking
  for Costs

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.

  	
   

  	
  43

  
	
  SECTION 5.1.

  	
   

  	
  Notice of
  Indenture Event of Default or Triggering Event

  	
   

  	
  43

  
	
  SECTION 5.2.

  	
   

  	
  Indemnification

  	
   

  	
  44

  
	
  SECTION 5.3.

  	
   

  	
  No Duties
  Except as Specified in Intercreditor Agreement

  	
   

  	
  44

  
	
  SECTION 5.4.

  	
   

  	
  Notice from
  the Liquidity Providers and Trustees

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  THE SUBORDINATION AGENT

  	
   

  	
  45

  
	
  SECTION 6.1.

  	
   

  	
  Authorization;
  Acceptance of Trusts and Duties

  	
   

  	
  45

  
	
  SECTION 6.2.

  	
   

  	
  Absence of
  Duties

  	
   

  	
  45

  



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 6.3.

  	
   

  	
  No
  Representations or Warranties as to Documents

  	
   

  	
  45

  
	
  SECTION 6.4.

  	
   

  	
  No
  Segregation of Monies; No Interest

  	
   

  	
  46

  
	
  SECTION 6.5.

  	
   

  	
  Reliance;
  Agents; Advice of Counsel

  	
   

  	
  46

  
	
  SECTION 6.6.

  	
   

  	
  Capacity in
  Which Acting

  	
   

  	
  46

  
	
  SECTION 6.7.

  	
   

  	
  Compensation

  	
   

  	
  46

  
	
  SECTION 6.8.

  	
   

  	
  May Become
  Certificateholder

  	
   

  	
  47

  
	
  SECTION 6.9.

  	
   

  	
  Subordination
  Agent Required; Eligibility

  	
   

  	
  47

  
	
  SECTION 6.10.

  	
   

  	
  Money to Be
  Held in Trust

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  INDEMNIFICATION OF SUBORDINATION AGENT

  	
   

  	
  47

  
	
  SECTION 7.1.

  	
   

  	
  Scope of
  Indemnification

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  SUCCESSOR SUBORDINATION AGENT

  	
   

  	
  48

  
	
  SECTION 8.1.

  	
   

  	
  Replacement
  of Subordination Agent; Appointment of Successor

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  SUPPLEMENTS AND AMENDMENTS

  	
   

  	
  49

  
	
  SECTION 9.1.

  	
   

  	
  Amendments,
  Waivers, Etc.

  	
   

  	
  49

  
	
  SECTION 9.2.

  	
   

  	
  Subordination
  Agent Protected

  	
   

  	
  52

  
	
  SECTION 9.3.

  	
   

  	
  Effect of Supplemental Agreements

  	
   

  	
  53

  
	
  SECTION 9.4.

  	
   

  	
  Notice to Rating Agencies

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X MISCELLANEOUS

  	
   

  	
  53

  
	
  SECTION 10.1.

  	
   

  	
  Termination
  of Intercreditor Agreement

  	
   

  	
  53

  
	
  SECTION 10.2.

  	
   

  	
  Intercreditor
  Agreement for Benefit of Trustees, Liquidity Providers and Subordination
  Agent

  	
   

  	
  54

  
	
  SECTION 10.3.

  	
   

  	
  Notices

  	
   

  	
  55

  
	
  SECTION 10.4.

  	
   

  	
  Severability

  	
   

  	
  55

  
	
  SECTION 10.5.

  	
   

  	
  No Oral
  Modifications or Continuing Waivers

  	
   

  	
  55

  
	
  SECTION 10.6.

  	
   

  	
  Successors
  and Assigns

  	
   

  	
  55

  
	
  SECTION 10.7.

  	
   

  	
  Headings

  	
   

  	
  55

  
	
  SECTION 10.8.

  	
   

  	
  Counterpart
  Form

  	
   

  	
  56

  
	
  SECTION 10.9.

  	
   

  	
  Subordination

  	
   

  	
  55

  
	
  SECTION 10.10.

  	
   

  	
  Governing
  Law

  	
   

  	
  56

  
	
  SECTION 10.11.

  	
   

  	
  Submission
  to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.

  	
   

  	
  56

  
	
  SECTION 10.12.

  	
   

  	
  No Petition
  Against Trustee

  	
   

  	
  57

  



 


ii

















 


INTERCREDITOR AGREEMENT


 


INTERCREDITOR AGREEMENT dated as of October 10,
2007, by and among U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association (“U.S. Bank Trust”), not in its individual capacity but solely as
Trustee of each Trust (each as defined below); CALYON, a société anonyme organized under the laws
of France (“Calyon”), acting through its New York Branch, as Class A
Liquidity Provider and Class B Liquidity Provider; and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity
except as expressly set forth herein, but solely as Subordination Agent and
trustee hereunder (in such capacity, together with any successor appointed
pursuant to Article VIII hereof, the “Subordination Agent”).


 


WHEREAS, all capitalized terms used herein
shall have the respective meanings referred to in Article I hereof;


 


WHEREAS, pursuant to the Indentures covering
27 new Embraer ERJ 170-200LR aircraft owned by Northwest at the time such
Indenture is entered into, Northwest will issue on a recourse basis two series
of Equipment Notes to finance the purchase of such Aircraft;


 


WHEREAS, pursuant to the Financing
Agreements, each Trust will acquire Equipment Notes having an interest rate
equal to the interest rate applicable to the Certificates to be issued by such
Trust;


 


WHEREAS, pursuant to each Trust Agreement,
the Trust created thereby proposes to issue a single class of Certificates (a “Class”)
bearing the interest rate and having the final distribution date described in
such Trust Agreement on the terms and subject to the conditions set forth
therein;


 


WHEREAS, pursuant to the Underwriting
Agreement, the Underwriters propose to purchase the Class A Certificates
issued by the Class A Trust and the Class B Certificates issued by
the Class B Trust in the aggregate face amount set forth opposite the name
of each such Trust on Schedule I thereto on the terms and subject to the conditions
set forth therein;


 


WHEREAS, the Class A Liquidity Provider
proposes to enter into a revolving credit agreement relating to the Class A
Certificates and the Class B Liquidity Provider proposes to enter into a
revolving credit agreement relating to the Class B Certificates, in each
case with the Subordination Agent, as agent for the Trustee of the applicable
Trust, respectively, for the benefit of the Certificateholders of each such
Trust;


 


WHEREAS, it is a condition precedent to the
obligations of the Underwriters under the Underwriting Agreement that the
Subordination Agent, the Trustees and the Liquidity Providers agree to the
terms of subordination set forth in this Agreement in respect of each Class of
Certificates, and the Subordination Agent, the Trustees and the Liquidity
Providers, by entering into this Agreement, hereby acknowledge and agree to
such terms of subordination and the other provisions of this Agreement.


 

















 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, and of other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.1. Definitions. For all
purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:


 


(1)                                  the
terms used herein that are defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;


 


(2)                                  all
references in this Agreement to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Agreement;


 


(3)                                  the
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision; and


 


(4)                                  the
term “including” shall mean “including without limitation”.


 


“Acceleration” means, with respect to
the amounts payable in respect of the Equipment Notes issued under any Indenture,
the declaration or deemed declaration of such amounts to be immediately due and
payable. “Accelerate”, “Accelerated” and “Accelerating”
have meanings correlative to the foregoing.


 


“Actual Disposition Event”  means, in respect of any Equipment Note: (i) the
disposition of the Aircraft (as defined in the Indenture pursuant to which such
Equipment Note was issued) for cash, (ii) the occurrence of the mandatory
redemption date for such Equipment Note following an Event of Loss (as defined
in such Indenture) with respect to such Aircraft or (iii) the sale of such
Equipment Note for cash.


 


“Additional Certificateholders” has
the meaning assigned to such term in Section 9.1(d).


 


“Additional Certificates” has the
meaning assigned to such term in Section 9.1(d).


 


“Additional Equipment Notes” has the
meaning assigned to such term in Section 9.1(d).


 


“Additional Trust” has the meaning
assigned to such term in Section 9.1(d).


 


“Additional Trust Agreement” has the
meaning assigned to such term in Section 9.1(d).


 


“Additional Trustee” has the meaning
assigned to such term in Section 9.1(d).


 


2

















 


“Administration Expenses” has the
meaning assigned to such term in clause “first” of Section 3.2.


 


“Advance”, with respect to any
Liquidity Facility, means any Advance as defined in such Liquidity Facility.


 


“Affiliate” means, with respect to any
Person, any other Person directly or indirectly controlling, controlled by or
under common control with such Person. For the purposes of this definition, “control”
means the power, directly or indirectly, to direct or cause the direction of
the management and policies of such Person whether through the ownership of
voting securities or by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Aircraft” means, with respect to any
Indenture, the “Aircraft” referred to therein.


 


“Appraisal” has the meaning assigned
to such term in Section 4.1(a)(iv).


 


“Appraised Current Market Value” of
any Aircraft means the lower of the average and the median of the three most
recent Post-Default Appraisals of such Aircraft.


 


“Appraisers” means Aircraft
Information Services, Inc., BACK Aviation Solutions and Morten Beyer and
Agnew, Inc. or, so long as the Person entitled or required hereunder to
select such Appraiser acts reasonably, any other nationally recognized
appraiser reasonably satisfactory to the Subordination Agent and the
Controlling Party.


 


“Available Amount” means, with respect
to any Liquidity Facility on any date, the Maximum Available Commitment (as
defined therein) on such date.


 


“Bankruptcy Code” means the United
States Bankruptcy Code, 11 U.S.C. Sections 101 et
seq.


 


“Business Day” means any day other
than a Saturday or Sunday or a day on which commercial banks are required or
authorized to close in New York, New York, Minneapolis, Minnesota, Wilmington,
Delaware or Boston, Massachusetts, or the city and state in which any Trustee,
the Subordination Agent or any Loan Trustee maintains its Corporate Trust
Office or receives and disburses funds. Solely with respect to draws under any
Liquidity Facility, “Business Day” shall also include a “Business Day” as
defined in such Liquidity Facility.


 


“Cash Collateral Account” means the Class A
Cash Collateral Account or the Class B Cash Collateral Account, as
applicable.


 


“Certificate” means a Class A
Certificate or a Class B Certificate, as applicable.


 


“Certificate Buy-Out Event” means that
a Northwest Bankruptcy Event has occurred and is continuing and the following
events in either clause (A) or (B) have occurred: (A) (i) the
60-Day Period has expired and (ii) Northwest has not entered into one or
more agreements under Section 1110(a)(2)(A) of the Bankruptcy Code to
perform all of its obligations 


 


3

















 


under all of the Indentures and has not cured defaults under all of the
Indentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy
Code or, if it has entered into such agreements, has at any time thereafter
failed to cure any default under any of the Indentures in accordance with Section 1110(a)(2)(B) of
the Bankruptcy Code; or (B) prior to the expiry of the 60-Day Period,
Northwest shall have abandoned any Aircraft.


 


“Certificateholder” means any holder
of one or more Certificates.


 


“Class” has the meaning assigned to
such term in the preliminary statements to this Agreement.


 


“Class A Cash Collateral Account”
means an Eligible Deposit Account in the name of the Subordination Agent maintained
at an Eligible Institution, which shall be the Subordination Agent if it shall
so qualify, into which all amounts drawn under the Class A Liquidity
Facility pursuant to Section 3.5(c), 3.5(d), 3.5(i) or 3.5(k) shall
be deposited.


 


“Class A Certificateholder”
means, at any time, any holder of one or more Class A Certificates.


 


“Class A Certificates” means the
certificates issued by the Class A Trust, substantially in the form of Exhibit A
to the Class A Trust Agreement, and authenticated by the Class A
Trustee, representing fractional undivided interests in the Class A Trust,
and any certificates issued in exchange therefor or replacement thereof
pursuant to the terms of the Class A Trust Agreement.


 


“Class A Liquidity Facility”
means, initially, the Revolving Credit Agreement dated as of the date hereof,
between the Subordination Agent, as agent and trustee of the Class A
Trust, and the initial Class A Liquidity Provider, and, from and after the
replacement of such Revolving Credit Agreement pursuant hereto, the Replacement
Liquidity Facility therefor, if any, in each case as amended, supplemented or
otherwise modified from time to time in accordance with its terms.


 


“Class A Liquidity Provider”
means Calyon, acting through its New York Branch, or, if applicable, any
Replacement Liquidity Provider which has issued a Replacement Liquidity
Facility to replace any Class A Liquidity Facility pursuant to Section 3.5(e).


 


“Class A Trust” means the
Northwest Airlines Pass Through Trust 2007-1A created and administered pursuant
to the Class A Trust Agreement.


 


“Class A Trust Agreement” means
the Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2007-1A
thereto dated as of the date hereof by and among Northwest, NWA Corp., and the
Trustee, governing the creation and administration of the Northwest Airlines
Pass Through Trust 2007-1A and the issuance of the Class A Certificates,
as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.


 


4

















 


“Class A Trustee” means U.S. Bank
Trust, not in its individual capacity except as expressly set forth in the Class A
Trust Agreement, but solely as trustee under the Class A Trust Agreement,
together with any successor trustee appointed pursuant thereto.


 


“Class B Adjusted Interest”  means, as of any Current Distribution
Date: (I) any interest described in clause (II) of this definition
accruing prior to the immediately preceding Distribution Date which remains unpaid
and (II) interest at the Stated Interest Rate for the Class B
Certificates (A) for the number of days during the period commencing on,
and including, the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the Closing Date) and ending
on, but excluding the Current Distribution Date, on the Preferred B Pool
Balance on such Current Distribution Date and (B) on the principal amount
calculated pursuant to clauses (B)(i), (ii), (iii) and (iv) of
the definition of Preferred B Pool Balance for each Series B Equipment
Note with respect to which a disposition, distribution, sale or Deemed
Disposition Event has occurred since the immediately preceding Distribution
Date (but only if no such event has previously occurred with respect to such Series B
Equipment Note), for each day during the period, for each such Equipment Note,
commencing on, and including, the immediately preceding Distribution Date (or,
if the Current Distribution Date is the first Distribution Date, the Closing
Date) and ending on, but excluding the date of disposition, distribution, sale
or Deemed Disposition Event with respect to such Equipment Note or Aircraft, as
the case may be.


 


“Class B Cash Collateral Account”
means an Eligible Deposit Account in the name of the Subordination Agent
maintained at an Eligible Institution, which shall be the Subordination Agent
if it shall so qualify, into which all amounts drawn under the Class B
Liquidity Facility pursuant to Section 3.5(c), 3.5(d), 3.5(i) or
3.5(k) shall be deposited.


 


“Class B Certificateholder”
means, at any time, any holder of one or more Class B Certificates.


 


“Class B Certificates” means the
certificates issued by the Class B Trust, substantially in the form of Exhibit A
to the Class B Trust Agreement, and authenticated by the Class B
Trustee, representing fractional undivided interests in the Class B Trust,
and any certificates issued in exchange therefor or replacement thereof
pursuant to the terms of the Class B Trust Agreement.


 


“Class B Liquidity Facility”
means, initially, the Revolving Credit Agreement dated as of the date hereof,
between the Subordination Agent, as agent and trustee of the Class B
Trust, and the initial Class B Liquidity Provider, and, from and after the
replacement of such Revolving Credit Agreement pursuant hereto, the Replacement
Liquidity Facility therefor, if any, in each case as amended, supplemented or
otherwise modified from time to time in accordance with its terms.


 


“Class B Liquidity Provider” means
Calyon, acting through its New York Branch, or, if applicable, any Replacement
Liquidity Provider which has issued a Replacement Liquidity Facility to replace
any Class B Liquidity Facility pursuant to Section 3.5(e).


 


“Class B Trust” means the
Northwest Airlines Pass Through Trust 2007-1B created and administered pursuant
to the Class B Trust Agreement.


 


5

















 


“Class B Trust Agreement” means
the Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2007-1B
thereto dated as of the date hereof and among Northwest, NWA Corp., and the
Trustee, governing the creation and administration of the Northwest Airlines
Pass Through Trust 2007-1B and the issuance of the Class B Certificates,
as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.


 


“Class B Trustee” means U.S. Bank
Trust, not in its individual capacity except as expressly set forth in the Class B
Trust Agreement, but solely as trustee under the Class B Trust Agreement,
together with any successor trustee appointed pursuant thereto.


 


“Closing Date” means October 10,
2007.


 


“Code” means the Internal Revenue Code
of 1986, as amended from time to time, and the Treasury Regulations promulgated
thereunder.


 


“Collateral” has the meaning assigned
to such term in the Indentures.


 


“Collection Account” means the
Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.2(a)(i) which
the Subordination Agent shall make deposits in and withdrawals from in
accordance with this Agreement.


 


“Consent Period” has the meaning
assigned to such term in Section 3.5(d).


 


“Controlling Party” means the Person
entitled to act as such pursuant to the terms of Section 2.6.


 


“Corporate Trust Office” means, with
respect to any Trustee, the Subordination Agent or any Loan Trustee, the office
of such Person in the city at which, at any particular time, its corporate
trust business shall be principally administered.


 


“Current Distribution Date” means a
Distribution Date specified as a reference date for calculating the Expected
Distributions with respect to the Certificates of any Trust as of such
Distribution Date.


 


“Deemed Disposition Event”  means, in respect of any Equipment Note,
the continuation of an Indenture Event of Default in respect of such Equipment
Note without an Actual Disposition Event occurring in respect of such Equipment
Note for a period of five years from the date of the occurrence of such
Indenture Event of Default.


 


“Delivery Period Termination Date”
means March 31, 2009


 


“Deposit Agreement” shall mean, with
respect to any Class of Certificates, the Deposit Agreement pertaining to
such Class dated the date hereof between the Escrow Agent, and the
Depositary, as the same may be amended, modified or supplemented from time to
time in accordance with the terms thereof.


 


“Depositary” means Credit Suisse, New
York Branch, as depositary under the Deposit Agreement relating to Class A
and Class B Certificates.


 


6

















 


 “Deposits”
with respect to any Class of Certificates shall have the meaning set forth
in the Deposit Agreement pertaining to such Class.


 


“Designated Representatives” means the
Subordination Agent Representatives, the Trustee Representatives and the
Provider Representatives identified under Section 2.5.


 


“Distribution Date” means a Regular
Distribution Date or a Special Distribution Date.


 


“Dollars” or “$” means United
States dollars.


 


“Downgrade Drawing” has the meaning
assigned to such term in Section 3.5(c).


 


“Downgrade Event” has the meaning
assigned to such term in each Liquidity Facility.


 


“Downgraded Facility” has the meaning
assigned to such term in Section 3.5(c).


 


“Drawing” means an Interest Drawing, a
Special Termination Drawing, a Non-Extension Drawing, a Final Drawing or a
Downgrade Drawing, as the case may be.


 


“Eligible Deposit Account” means
either (a) a segregated account with an Eligible Institution or (b) a
segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any U.S. branch of a
foreign bank), having corporate trust powers and acting as trustee for funds
deposited in such account, so long as any of the securities of such depository
institution has a long-term unsecured debt rating of at least A3 from Moody’s
and a long-term issuer credit rating of at least A- from Standard &
Poor’s. An Eligible Deposit Account may be maintained with a Liquidity Provider
so long as such Liquidity Provider is an Eligible Institution (as defined
below); provided that such Liquidity Provider shall have waived all
rights of set-off and counterclaim with respect to such account.


 


“Eligible Institution” means, subject
to the last sentence of subsection 2.2(c), (a) the corporate trust
department of the Subordination Agent or any Trustee, as applicable, or (b) a
depository institution organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any U.S.
branch of a foreign bank), which has a long-term unsecured debt rating or
issuer credit rating, as the case may be, from each Rating Agency of at least
A-3 or its equivalent.


 


“Eligible Investments” means (a) investments
in obligations of, or guaranteed by, the United States Government having
maturities no later than 90 days following the date of such investment, (b) investments
in open market commercial paper of any corporation incorporated under the laws
of the United States of America or any state thereof with a short-term
unsecured debt rating issued by Moody’s of at least P-1 and a short-term issuer
credit rating issued by Standard & Poor’s of at least A-1 having
maturities no later than 90 days following the date of such investment or (c) investments
in negotiable certificates of deposit, time deposits, banker’s acceptances,
commercial paper or other direct obligations of, or obligations guaranteed by,
commercial banks organized under the laws of the United States or of any
political subdivision


 


7

















 


thereof (or any U.S. branch of a foreign bank) with a short-term
unsecured debt rating by Moody’s of at least P-1 and a short-term issuer credit
rating by Standard & Poor’s of at least A-1, having maturities no
later than 90 days following the date of such investment; provided, however,
that (x) all Eligible Investments that are bank obligations shall be
denominated in U.S. dollars; and (y) the aggregate amount of Eligible
Investments at any one time that are bank obligations issued by any one bank
shall not be in excess of 5% of such bank’s capital surplus; provided  further
that any investment of the types described in clauses (a), (b) and (c) above
may be made through a repurchase agreement in commercially reasonable form with
a bank or other financial institution qualifying as an Eligible Institution so
long as such investment is held by a third party custodian also qualifying as
an Eligible Institution; provided  further, however, that
in the case of any Eligible Investment issued by a domestic branch of a foreign
bank, the income from such investment shall be from sources within the United
States for purposes of the Code. Notwithstanding the foregoing, no investment
of the types described in clause (b) above which is issued or guaranteed
by Northwest or any of its Affiliates, and no investment in the obligations of
any one bank in excess of $10,000,000, shall be an Eligible Investment unless a
Ratings Confirmation shall have been received with respect to the making of
such investment.


 


“Equipment Note Buy-Out Event” means
the occurrence and continuation of (i) a Certificate Buy-Out Event or (ii) an
Indenture Event of Default under any Indenture that has continued for a period
of five years without an Actual Disposition Event occurring with respect to the
Equipment Notes issued under such Indenture.


 


“Equipment Note Special Payment” means
a Special Payment on account of the redemption, purchase or prepayment of all
of the Equipment Notes issued pursuant to an Indenture.


 


“Equipment Notes” means, at any time,
the Series A Equipment Notes and the Series B Equipment Notes,
collectively, and in each case, any Equipment Notes issued in exchange therefor
or replacement thereof pursuant to the terms of the Indentures.


 


“Escrow Agent” means Citibank, N.A.,
as escrow agent under each Escrow and Paying Agent Agreement, together with its
successors in such capacity.


 


“Escrow and Paying Agent Agreement” shall
mean, with respect to any Class of Certificates, the Escrow and Paying
Agent Agreement pertaining to such Class, dated the date hereof, among the
Escrow Agent, the Underwriters, the Trustee for such Class and the Paying
Agent, as the same may be amended, modified or supplemented from time to time
in accordance with the terms thereof.


 


“Escrow Receipts” has the meaning
assigned to such term in the Escrow and Paying Agent Agreements for the Trusts.


 


 “Excess
Liquidity Obligations” means, with respect to an Indenture, the amounts
payable under the third and fourth paragraphs of Section 2.02 of such
Indenture and Section 7 of the Note Purchase Agreement.


 


“Expected Distributions” means, with
respect to the Certificates of any Trust on any Current Distribution Date, the
difference between (A) the Pool Balance of such Certificates 


 


8

















 


as of the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the original aggregate face
amount of the Certificates of such Trust) and (B) the Pool Balance of such
Certificates as of the Current Distribution Date calculated on the basis that (i) the
principal of the Non-Performing Equipment Notes held in such Trust has been paid
in full and such payments have been distributed to the holders of such
Certificates, (ii) the principal of the Performing Equipment Notes held in
such Trust has been paid when due (without giving effect to any Acceleration of
Performing Equipment Notes) and such payments have been distributed to the
holders of such Certificates and (iii) the principal of any Equipment
Notes formerly held in such Trust that have been sold pursuant to the terms
hereof has been paid in full and such payments have been distributed to the
holders of such Certificates, but without giving effect to any reduction in the
Pool Balance as a result of any distribution attributable to Deposits occurring
after the immediately preceding Distribution Date (or, if the Current Distribution
Date is the first Distribution Date, occurring after the initial issuance of
the Certificates of such Trust). For purposes of calculating Expected
Distributions with respect to the Certificates of any Trust, any Premium paid
on the Equipment Notes held in such Trust which has not been distributed to the
Certificateholders of such Trust (other than such Premium or a portion thereof
applied to the payment of interest on the Certificates of such Trust or the
reduction of the Pool Balance of such Trust) shall be added to the amount of
such Expected Distributions.


 


“Expiry Date” with respect to any
Liquidity Facility, shall have the meaning set forth in such Liquidity
Facility.


 


“Facility Office” means, with respect
to any Liquidity Facility, the office of the Liquidity Provider thereunder,
presently located in New York, New York, or such other office as such Liquidity
Provider from time to time shall notify the applicable Trustee as its “Facility
Office” under any such Liquidity Facility; provided that such Liquidity
Provider shall not change its Facility Office to another Facility Office
outside the United States of America except in accordance with Section 3.01,
3.02 or 3.03 of any such Liquidity Facility.


 


“Fee Letters” means, collectively, (i) the
Fee Letter dated as of the date hereof among Calyon, the Subordination Agent
and Northwest with respect to the initial Liquidity Facilities and (ii) any
fee letter entered into among the Subordination Agent, any Replacement
Liquidity Provider and Northwest in respect of such Liquidity Facilities.


 


“Final Distributions” means, with
respect to the Certificates of any Trust on any Distribution Date, the sum of
(x) the aggregate amount of all accrued and unpaid interest on such
Certificates (excluding interest, if any, payable with respect to the Deposits
relating to such Trust) and (y) the Pool Balance of such Certificates as of the
immediately preceding Distribution Date (less the amounts of the Deposits for
such Class of Certificates as of such preceding Distribution Date other
than any portion of such Deposits thereafter used to acquire Equipment Notes
pursuant to the Note Purchase Agreement). For purposes of calculating Final
Distributions with respect to the Certificates of any Trust, any Premium paid
on the Equipment Notes held in such Trust which has not been distributed to the
Certificateholders of such Trust (other than such Premium or a portion thereof
applied to the payment of interest on the Certificates of such Trust or the
reduction of the Pool Balance of such Trust) shall be added to the amount of
such Final Distributions.


 


9

















 


“Final Drawing” has the meaning
assigned to such term in Section 3.5(i).


 


“Final Legal Distribution Date” means (i) with
respect to the Class A Certificates, May 1, 2021 and (ii) with
respect to the Class B Certificates, May 1, 2019.


 


“Financing Agreement” means each of
the Participation Agreements and the Note Purchase Agreement.


 


 “Indenture”
means each of the Trust Indentures entered into by the Loan Trustee and
Northwest, pursuant to the Note Purchase Agreement, in each case as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.


 


“Indenture Event of Default” means,
with respect to any Indenture, any Event of Default (as such term is defined in
such Indenture) thereunder.


 


“Interest Drawing” has the meaning
assigned to such term in Section 3.5(a).


 


“Interest Payment Date” means, with
respect to any Liquidity Facility, each date on which interest is due and
payable under such Liquidity Facility on a Downgrade Drawing, Non-Extension
Drawing, a Special Termination Drawing or Final Drawing thereunder, other than
any such date on which interest is due and payable under such Liquidity Facility
only on an Applied Provider Advance or Applied Special Termination Advance (as
such terms are defined in such Liquidity Facility).


 


“Investment Earnings” means investment
earnings on funds on deposit in the Trust Accounts net of losses and investment
expenses of the Subordination Agent in making such investments.


 


“Junior Additional Certificateholder”
has the meaning assigned to such term in Section 2.7(c).


 


“Lien” means any mortgage, pledge,
lien, charge, claim, disposition of title, encumbrance, lease, sublease,
sub-sublease or security interest of any kind, including, without limitation,
any thereof arising under any conditional sales or other title retention
agreement.


 


“Liquidity Event of Default” with
respect to any Liquidity Facility, has the meaning assigned to such term in
such Liquidity Facility.


 


“Liquidity Expenses” means all
Liquidity Obligations other than (i) the principal amount of any Drawings
under the Liquidity Facilities and (ii) any interest accrued on any
Liquidity Obligations.


 


“Liquidity Facility” means, at any
time, the Class A Liquidity Facility or the Class B Liquidity
Facility, as applicable.


 


“Liquidity Obligations” means all
principal, interest, fees and other amounts owing to the Liquidity Providers
under the Liquidity Facilities, Section 7 of the Participation Agreements
or the Fee Letters.


 


10

















 


“Liquidity Provider” means, at any
time, the Class A Liquidity Provider or the Class B Liquidity
Provider, as applicable.


 


“Loan Trustee” means, with respect to
any Indenture, the indenture trustee thereunder.


 


“Minimum Sale Price” means, with
respect to any Aircraft or the Equipment Notes issued in respect of such
Aircraft, at any time, the lesser of (1) in the case of the sale
of an Aircraft, 75%, or in the case of the sale of related
Equipment Notes, 85%, of the Appraised Current Market Value of
such Aircraft and (2) the sum of the aggregate Note Target Price of
such Equipment Notes and an amount equal to the Excess Liquidity Obligations in
respect of the Indenture under which such Equipment Notes were issued.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Non-Controlling Party” means, at any
time, any Trustee or Liquidity Provider which is not the Controlling Party at
such time.


 


“Non-Extended Facility” has the
meaning assigned to such term in Section 3.5(d).


 


“Non-Extension Drawing” has the
meaning assigned to such term in Section 3.5(d).


 


“Non-Performing Equipment Note” means
an Equipment Note that is not a Performing Equipment Note.


 


“Northwest” means Northwest Airlines, Inc.,
a Minnesota corporation, and its successors and assigns.


 


“Northwest Bankruptcy Event” means the
occurrence and continuation of any of the following:


 


(a)                                  the
commencement of an involuntary case or other proceeding in respect of Northwest
in an involuntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law in the United States or seeking the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Northwest or for all or substantially all of its property, or
seeking the winding-up or liquidation of its affairs and the continuation of
any such case or other proceeding undismissed and unstayed for a period of
ninety (90) consecutive days or an order, judgment or decree shall be entered
in any proceeding by any court of competent jurisdiction appointing, without
the consent of Northwest, a receiver, trustee or liquidator of Northwest, or of
any substantial part of its property, or sequestering any substantial part of
the property of Northwest and any such order, judgment or decree or appointment
or sequestration shall be final or shall remain in force undismissed, unstayed
or unvacated for a period of ninety (90) days after the date of entry thereof;
or


 


11

















 


(b)                                 the
commencement by Northwest of a voluntary case under the federal bankruptcy
laws, as now constituted or hereafter amended, or any other applicable federal
or state bankruptcy, insolvency or other similar law in the United States, or
the consent by Northwest to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Northwest or for all or substantially all of its property,
or the making by Northwest of any assignment for the benefit of creditors or
the taking by Northwest of any corporate action to authorize any of the foregoing.


 


“Northwest Provisions” has the meaning
assigned to such term in Section 9.1(a).


 


“Note Purchase Agreement” means the
Note Purchase Agreement, dated as of the date hereof, among Northwest, each
Trustee, the Escrow Agent, the Subordination Agent and the Paying Agent as
amended, supplemented or otherwise modified from time to time in accordance
with its terms.


 


“Note Target Price” means, for any
Equipment Note issued under any Indenture, (i) the aggregate outstanding
principal amount of such Equipment Note, plus (ii) the accrued and unpaid
interest thereon, together with all other sums owing on or in respect of such
Equipment Note under such Indenture (including, without limitation, enforcement
costs incurred by the Subordination Agent in respect of such Equipment Note).


 


“Notice Date” has the meaning assigned
to such term in Section 3.5(d).


 


“NWA Corp.” has the meaning assigned
to such term in the preliminary statements to this Agreement.


 


“Officer’s Certificate” of any Person
means a certification signed by a Responsible Officer of such Person.


 


“Operative Agreements” means this
Agreement, the Liquidity Facilities, the Indentures, the Trust Agreements, the
Underwriting Agreement, the Participation Agreements, the Fee Letters, the
Equipment Notes and the Certificates, together with all exhibits and schedules
included with any of the foregoing and each of the other documents and
instruments referred to in the definitions of “Operative Documents” contained
in any Indenture.


 


“Outstanding” means, when used with
respect to each Class of Certificates, as of the date of determination,
all Certificates of such Class theretofore authenticated and delivered
under the related Trust Agreement, except:


 


(i)                                     Certificates
of such Class theretofore cancelled by the Registrar (as defined in such
Trust Agreement) or delivered to the Trustee thereunder or such Registrar for
cancellation;


 


(ii)                                  Certificates
of such Class for which money in the full amount required to make the
Final Distribution with respect to such Certificates pursuant to Section 11.01
of such Trust Agreement has been theretofore deposited with the related Trustee
in trust for the holders of such Certificates as provided in Section 4.01
of such Trust Agreement 


 


12

















 


pending distribution of such money to such
Certificateholders pursuant to such Final Distribution payment; and


 


(iii)                               Certificates
of such Class in exchange for or in lieu of which other Certificates have
been authenticated and delivered pursuant to such Trust Agreement;


 


provided, however,
that in determining whether the holders of the requisite Outstanding amount of
such Certificates have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, any Certificates owned by Northwest or any
of its Affiliates shall be disregarded and deemed not to be Outstanding, except
that, in determining whether such Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only
Certificates that such Trustee knows to be so owned shall be so disregarded. Certificates
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the applicable Trustee the
pledgee’s right so to act with respect to such Certificates and that the
pledgee is not Northwest or any of its Affiliates.


 


“Overdue Scheduled Payment” means any
Scheduled Payment which is not in fact received by the Subordination Agent
within ten Business Days after the Scheduled Payment Date relating thereto.


 


“Participation Agreements” means, with
respect to each Indenture, the Participation Agreement referred to therein, as
the same may be amended, supplemented or otherwise modified from time to time
in accordance with its terms.


 


“Pass Through Trust Agreement” means
the Pass Through Trust Agreement, dated as of June 3, 1999 by and among
the NWA Corp., Northwest and the U.S. Bank Trust (as successor in interest to
State Street Bank and Trust Company of Connecticut, National Association), not
in its individual capacity except as expressly provided therein, but solely as
trustee (in such capacity, together with its successors in such capacity, the “Pass
Through Trustee”).


 


“Payee” has the meaning assigned to
such term in Section 2.4(c).


 


“Paying Agent” means U.S. Bank
National Association, as paying agent under each Escrow and Paying Agent
Agreement, together with its successors in such capacity.


 


“Performing Equipment Note” means an
Equipment Note with respect to which no payment default has occurred and is
continuing (without giving effect to any Acceleration); provided that in
the event of a bankruptcy proceeding under the Bankruptcy Code in which
Northwest is a debtor any payment default existing during the 60-Day Period (or
such longer period as may apply under Section 1110(b) of the
Bankruptcy Code or as may apply for the cure of such payment default under Section 1110(a)(2)(B) of
the Bankruptcy Code) shall not be taken into consideration until the expiration
of the applicable period.


 


“Performing Note Deficiency” means any
time that less than 65% of the then aggregate outstanding principal amount of
all Equipment Notes are Performing Equipment Notes.


 


13

















 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, trustee, unincorporated organization
or government or any agency or political subdivision thereof.


 


“Pool Balance” means, with respect to
each Trust or the Certificates issued by any Trust, as of any date, (i) the
original aggregate face amount of the Certificates of such Trust less (ii) the
aggregate amount of all payments made in respect of the Certificates of such
Trust or in respect of Deposits relating to such Trust other than payments made
in respect of interest or premium thereon or reimbursement of any costs and
expenses in connection therewith. The Pool Balance for each Trust or for the
Certificates issued by any Trust as of any date shall be computed after giving
effect to any special distribution with respect to unused Deposits the payment
of principal, if any, on the Equipment Notes or payment with respect to other
Trust Property held in such Trust and the distribution thereof to be made on
such date.


 


“Post-Default Appraisal” has the
meaning assigned to such term in Section 4.1(a)(iv).


 


“Preferred B Pool Balance”  means, as of any date, the excess of (A) the
Pool Balance of the Class B Certificates as of the immediately preceding
Distribution Date (or, if such date is on or before the first Distribution
Date, the original aggregate face amount of the Class B Certificates)
(after giving effect to distributions made on such date) over (B) the sum
of (i) the outstanding principal amount of each Series B Equipment
Note that remains unpaid as of such date subsequent to the disposition of the
Aircraft for cash under the Indenture pursuant to which such Series B
Equipment Note was issued and after giving effect to any distributions of the
proceeds of such disposition applied under such Indenture to the payment of
each such Series B Equipment Note, (ii) the outstanding principal
amount of each Series B Equipment Note that remains unpaid as of such date
subsequent to the scheduled date of mandatory redemption of such Series B
Equipment Note following an Event of Loss (as defined in such Indenture) with
respect to such Aircraft and after giving effect to the distributions of any
proceeds in respect of such Event of Loss applied under such Indenture to the
payment of each such Series B Equipment Note, (iii) the excess, if
any, of (x) the outstanding amount of principal and interest as of the
date of sale of each Series B Equipment Note previously sold for cash over
(y) the purchase price received with respect to the sale of such Series B
Equipment Note for cash (net of any applicable costs and expenses of sale) and (iv) the
outstanding principal amount of any Series B Equipment Note with respect
to which a Deemed Disposition Event has occurred; provided, however,
that if more than one of the clauses (i), (ii), (iii) and (iv) is
applicable to any one Series B Equipment Note, only the amount determined
pursuant to the clause that first became applicable shall be counted with
respect to such Series B Equipment Note.


 


“Premium” means any “Make-Whole Amount”,
as such term is defined in any Indenture.


 


“Proceeding” means any suit in equity,
action at law or other judicial or administrative proceeding.


 


“Provider Incumbency Certificate” has
the meaning assigned to such term in Section 2.5(c).


 


14

















 


“Provider Representatives” has the
meaning assigned to such term in Section 2.5(c).


 


“PTC Event of Default” means, with
respect to each Trust Agreement, the failure to pay within 10 Business Days of
the due date thereof: (i) the outstanding Pool Balance of the applicable Class of
Certificates on the Final Legal Distribution Date for such Class or (ii) interest
due on such Certificates on any Distribution Date (unless, in the case of the Class A
Trust Agreement or the Class B Trust Agreement, the Subordination Agent
shall have made an Interest Drawing or a withdrawal from the Cash Collateral
Account relating to a Liquidity Facility for such Class, with respect thereto
in an amount sufficient to pay such interest and shall have distributed such
amount to the Trustee entitled thereto).


 


“Rating Agencies” means, collectively,
at any time, each nationally recognized rating agency which shall have been
requested to rate the Certificates and which shall then be rating the
Certificates. Initially, the Rating Agencies shall consist of Moody’s and
Standard & Poor’s.


 


“Ratings Confirmation” means, with
respect to any action proposed to be taken, a written confirmation from each of
the Rating Agencies that such action would not result in (i) a reduction
of the rating for any Class of Certificates below the then current rating
for such Class of Certificates or (ii) a withdrawal or suspension of
the rating of any Class of Certificates.


 


“Refinancing Certificateholders” has
the meaning assigned to such term in Section 9.1(c).


 


“Refinancing Certificates” has the
meaning assigned to such term in Section 9.1(c).


 


“Refinancing Equipment Notes” has the
meaning assigned to such term in Section 9.1(c).


 


“Refinancing Trust Agreement” has the
meaning assigned to such term in Section 9.1(c).


 


“Refinancing Trust” has the meaning
assigned to such term in Section 9.1(c).


 


“Refinancing Trustee” has the meaning
assigned to such term in Section 9.1(c).


 


“Regular Distribution Dates” means
each May 1 and November 1, commencing on May 1, 2008; provided,
however, that, if any such day shall not be a Business Day, the related
distribution shall be made on the next succeeding Business Day without additional
interest.


 


“Replacement Liquidity Facility”
means, for any Liquidity Facility, an irrevocable revolving credit agreement
(or agreements) in substantially the form of the replaced Liquidity Facility,
including reinstatement provisions, or in such other form (which may include a
letter of credit) as shall permit the Rating Agencies to confirm in writing
their respective ratings then in effect for the related Certificates (before
downgrading of such ratings, if any, as a result of the downgrading of the
applicable Liquidity Provider), in a face amount (or in an 


 


15

















 


aggregate face amount) equal to the then Required Amount and issued by
a Person (or Persons) having unsecured short-term debt rating or issuer credit
rating, as the case may be, issued by both Rating Agencies which are equal to
or higher than the Threshold Rating. Without limitation of the form that a
Replacement Liquidity Facility otherwise may have pursuant to the preceding
sentence, a Replacement Liquidity Facility for any Class of Certificates
may have a stated expiration date earlier than 15 days after the Final Legal
Distribution Date of such Class of Certificates so long as such
Replacement Liquidity Facility provides for a Non-Extension Drawing as
contemplated by Section 3.5(d) hereof.


 


“Replacement Liquidity Provider” means
a Person (or Persons) who issues a Replacement Liquidity Facility.


 


“Required Amount” means, with respect
to each Liquidity Facility and each Cash Collateral Account related thereto,
for any day, the sum of the aggregate amount of interest, calculated at the
rate per annum equal to the Stated Interest Rate for the related Class of
Certificates, that would be payable on such Class of Certificates on each
of the three successive Regular Distribution Dates immediately following such
day or, if such day is a Regular Distribution Date, on such day and the
succeeding two Regular Distribution Dates, in each case calculated on the basis
of the Pool Balance of such Class of Certificates on such date and without
regard to expected future payments of principal on such Class of
Certificates.


 


“Responsible Officer” means (i) with
respect to the Subordination Agent and each of the Trustees, any officer in the
corporate trust administration department of the Subordination Agent or such
Trustee or any other officer customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with a particular subject and (ii) with respect to each
Liquidity Provider, any authorized officer or agent of such Liquidity Provider.


 


“Scheduled Payment” means, with
respect to any Equipment Note, (i) any payment of principal and interest
on such Equipment Note (other than an Overdue Scheduled Payment) due from the
obligor thereon, which payment represents the installment of principal at the
stated maturity of such installment of principal on such Equipment Note, the
payment of regularly scheduled interest accrued on the unpaid principal amount
of such Equipment Note, or both or (ii) any payment of interest on the
corresponding Class of Certificates with funds drawn under any Liquidity
Facility or withdrawn from any Cash Collateral Account, which payment
represents the payment of regularly scheduled interest accrued on the unpaid
principal amount of the related Equipment Note; provided that any
payment of principal of, Premium, if any, or interest resulting from the
redemption or purchase of any Equipment Note shall not constitute a Scheduled
Payment.


 


“Scheduled Payment Date” means, with
respect to any Scheduled Payment, the date on which such Scheduled Payment is
scheduled to be made.


 


“Section 2.4 Fraction” means,
with respect to any Special Distribution Date, a fraction, the numerator of
which shall be the amount of principal of the applicable Series A
Equipment Notes and Series B Equipment Notes being redeemed, purchased or
prepaid on such Special Distribution Date, and the denominator of which shall
be the aggregate unpaid principal 


 


16

















 


amount of all Series A Equipment Notes and Series B Equipment
Notes outstanding as of such Special Distribution Date.


 


“Senior Additional Certificateholder”
has the meaning assigned to such term in Section 2.7(c).


 


“Senior Additional Equipment Notes”
has the meaning assigned to such term in Section 2.7(c).


 


“Series A Equipment Notes” means
the Series A Equipment Notes issued pursuant to any Indenture by Northwest
and authenticated by the Loan Trustee thereunder, and any such Equipment Notes
issued in exchange therefor or replacement thereof pursuant to the terms of
such Indenture.


 


“Series B Equipment Notes” means
the Series B Equipment Notes issued or re-issued pursuant to any Indenture
by Northwest and authenticated by the Loan Trustee thereunder, and any such
Equipment Notes issued in exchange therefor or replacement thereof pursuant to
the terms of such Indenture.


 


“60-Day Period” means 60-day period
specified in Section 1110(a)(2)(A) of the Bankruptcy Code.


 


“Special Distribution Date” means,
with respect to any Special Payment, the date chosen by the Subordination Agent
pursuant to Section 2.4(a) for the distribution of such Special
Payment in accordance with this Agreement, whether distributed pursuant to Section 2.4
or Section 3.2 hereof.


 


“Special Payment” means any payment
(other than a Scheduled Payment) in respect of, or any proceeds of, any
Equipment Note or Collateral.


 


“Special Payments Account” means the
Eligible Deposit Account created pursuant to Section 2.2(a)(ii) as a
sub-account to the Collection Account.


 


“Special Termination Drawing” has the
meaning assigned to such term in Section 3.5(k).


 


“Special Termination Notice” with
respect to a Liquidity Facility, has the meaning assigned to such term in such
Liquidity Facility.


 


“Standard & Poor’s” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.


 


“Stated Amount” with respect to any
Liquidity Facility, means the Maximum Commitment (as defined in such Liquidity
Facility) of the applicable Liquidity Provider thereunder.


 


“Stated Expiration Date” has the
meaning assigned to such term in Section 3.5(d).


 


17
















 


“Stated Interest Rate” means (i) with
respect to the Class A Certificates, 7.027% per annum and (ii) with
respect to the Class B Certificates, 8.028% per annum.


 


“Subordination Agent” has the meaning
assigned to it in the preliminary statements to this Agreement.


 


“Subordination Agent Incumbency
Certificate” has the meaning assigned to such term in Section 2.5(a).


 


“Subordination Agent Representatives”
has the meaning assigned to such term in Section 2.5(a).


 


“Tax” and “Taxes” mean any and
all taxes, fees, levies, duties, tariffs, imposts, and other charges of any
kind (together with any and all interest, penalties, loss, damage, liability,
expense, additions to tax and additional amounts or costs incurred or imposed
with respect thereto) imposed or otherwise assessed by the United States or by
any state, local or foreign government (or any subdivision or agency thereof)
or other taxing authority, including, without limitation: taxes or other
charges on or with respect to income, franchises, windfall or other profits,
gross receipts, property, sales, use, capital stock, payroll, employment,
social security, workers’ compensation, unemployment compensation, or net worth
and similar charges; taxes or other charges in the nature of excise,
withholding, ad valorem, stamp, transfer, value added, taxes on goods and
services, gains taxes, license, registration and documentation fees, customs
duties, tariffs, and similar charges.


 


“Termination Notice” with respect to
any Liquidity Facility has the meaning assigned to such term in such Liquidity
Facility.


 


“Threshold Rating” means the
short-term unsecured debt rating of P-1 by Moody’s and the short-term issuer
credit rating of A-1 by Standard & Poor’s.


 


“Treasury Regulations” means
regulations, including proposed or temporary regulations, promulgated under the
Code. References herein to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or
other successor Treasury Regulations.


 


“Triggering Event” means (x) the
occurrence of an Indenture Event of Default under all of the Indentures
resulting in a PTC Event of Default with respect to the most senior Class of
Certificates then Outstanding, (y) the Acceleration of all of the outstanding
Equipment Notes (provided that, with respect to the period prior to the
Delivery Period Expiration Date, such Equipment Notes have an aggregate
principal balance in excess of $200,000,000 or (z) the occurrence of a
Northwest Bankruptcy Event.


 


“Trust” means either of the Class A
Trust or the Class B Trust.


 


“Trust Accounts” has the meaning
assigned to such term in Section 2.2(a).


 


“Trust Agreement” means either of the Class A
Trust Agreement or the Class B Trust Agreement.


 


18

















 


“Trust Property” with respect to any
Trust, has the meaning set forth in the Trust Agreement for such Trust.


 


“Trustee” means either of the Class A
Trustee or the Class B Trustee.


 


“Trustee Incumbency Certificate” has
the meaning assigned to such term in Section 2.5(b).


 


“Trustee Representatives” has the
meaning assigned to such term in Section 2.5(b).


 


“Unapplied Provider Advance” with
respect to any Liquidity Facility, has the meaning assigned to such term in
such Liquidity Facility.


 


“Underwriters” means Morgan Stanley &
Co. Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities Inc.,
Calyon Securities (USA) Inc., Deutsche Bank Securities Inc. and Credit Suisse
Securities (USA) LLC.


 


“Underwriting Agreement” means the
Underwriting Agreement dated October 2, 2007 among the Underwriters,
Northwest and NWA Corp., relating to the purchase of the Certificates by the
Underwriters, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.


 


“Unindemnified Tax” means (i) any
Tax imposed on the net income, net worth or capital, any franchise Tax or
similar doing business Tax of the Subordination Agent and (ii) any
withholding Tax imposed by the United States (including, without limitation,
any withholding Tax imposed by the United States which is imposed or increased
as a result of the Subordination Agent’s failing to deliver to the Company any
certificate or document necessary to establish that payments under this
Agreement are exempt from withholding Tax).


 


“U.S. Bank Trust” has the meaning
assigned to it in the preliminary statements to this Agreement.


 


 “Withdrawal
Notice” has the meaning assigned to such term in Section 3.5(d).


 


“Written Notice” means, from the
Subordination Agent, any Trustee or any Liquidity Provider, a written
instrument executed by the Designated Representative of such Person. An invoice
delivered by a Liquidity Provider pursuant to Section 3.1 in accordance
with its normal invoicing procedures shall constitute Written Notice under such
Section.


 


ARTICLE II



TRUST ACCOUNTS; CONTROLLING PARTY


 


SECTION 2.1. Agreement to Terms of
Subordination; Payments from Monies Received Only. (a)  Each Trustee
hereby acknowledges and agrees to the terms of subordination and distribution
set forth in this Agreement in respect of each Class of Certificates and
agrees to enforce such provisions and cause all payments in respect of the
Equipment Notes held by the 


 


19

















 


Subordination Agent and the Liquidity Facilities to be applied in
accordance with the terms of this Agreement. In addition, each Trustee hereby
agrees to cause the Equipment Notes purchased by the related Trust to be
registered in the name of the Subordination Agent or its nominee, as agent and
trustee for such Trustee, to be held in trust by the Subordination Agent solely
for the purpose of facilitating the enforcement of the subordination and other
provisions of this Agreement.


 


(b)                                 Except as otherwise
expressly provided in the next succeeding sentence of this Section 2.1(b),
all payments to be made by the Subordination Agent hereunder shall be made only
from amounts received by it that constitute Scheduled Payments, Special
Payments or payments under Section 7 of the Participation Agreements, and
only to the extent that the Subordination Agent shall have received sufficient
income or proceeds therefrom to enable it to make such payments in accordance
with the terms hereof. Each of the Trustees and the Subordination Agent hereby
agrees and, as provided in each Trust Agreement, each Certificateholder, by its
acceptance of a Certificate and each Liquidity Provider, by entering into the
Liquidity Facility to which it is a party, has agreed to look solely to such
amounts to the extent available for distribution to it as provided in this
Agreement and to the relevant Deposits and that none of the Trustees, Loan
Trustees nor the Subordination Agent is personally liable to any of them for
any amounts payable or any liability under this Agreement, any Trust Agreement,
any Liquidity Facility or such Certificate, except (in the case of the
Subordination Agent) as expressly provided herein or (in the case of the
Trustees) as expressly provided in each Trust Agreement or (in the case of the
Loan Trustees) as expressly provided in any Operative Agreement.


 


SECTION 2.2. Trust Accounts. (a) 
Upon the execution of this Agreement, the Subordination Agent shall establish
and maintain in its name (i) the Collection Account as an Eligible Deposit
Account, bearing a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Trustees, the
Certificateholders and the Liquidity Providers and (ii) as a sub-account
in the Collection Account, the Special Payments Account as an Eligible Deposit
Account, bearing a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Trustees, the
Certificateholders and the Liquidity Providers. The Subordination Agent shall
establish and maintain the Cash Collateral Accounts pursuant to and under the
circumstances set forth in Section 3.5(f) hereof. Upon such
establishment and maintenance under Section 3.5(f) hereof, the Cash
Collateral Accounts shall, together with the Collection Account, constitute the
“Trust Accounts” hereunder. Without limiting the foregoing, all monies
credited to the Trust Accounts shall be, and shall remain, the property of the
relevant Trust(s).


 


(b)                                 Funds on deposit in
the Trust Accounts shall be invested and reinvested by the Subordination Agent
in Eligible Investments selected by the Subordination Agent if such investments
are reasonably available and have maturities no later than the earlier of (i) 90
days following the date of such investment and (ii) the Business Day
immediately preceding the Regular Distribution Date or the date of the related
distribution pursuant to Section 2.4 hereof, as the case may be, next
following the date of such investment; provided, however, that
following the making of a Downgrade Drawing, a Non-Extension Drawing or a
Special Termination Drawing under any Liquidity Facility, the Subordination
Agent shall invest and reinvest such amounts in Eligible Investments at the
direction of Northwest (or, if and to the extent so


 


20

















 


specified to the Subordination Agent by Northwest with respect to any
Liquidity Facility, the Liquidity Provider with respect to such Liquidity
Facility); provided  further, however, that,
notwithstanding the foregoing proviso, following the making of a Non-Extension
Drawing, a Downgrade Drawing or a Special Termination Drawing under any initial
Liquidity Facility, the Subordination Agent shall invest and reinvest the
amounts in the Cash Collateral Account with respect to such Liquidity Facility
in Eligible Investments pursuant to the written instructions of the Liquidity
Provider funding such Drawing; provided  further, however,
that notwithstanding the foregoing provisos, following the making of a Final
Drawing or the conversion of a Downgrade Drawing, Non-Extension Drawing or
Special Termination Drawing to a Final Drawing, the Subordination Agent shall
invest and reinvest such amounts in Eligible Investments in accordance with the
written instructions of the Controlling Party. Unless otherwise expressly
provided in this Agreement (including, without limitation, with respect to
Investment Earnings on amounts on deposit in the Cash Collateral Accounts
pursuant to Section 3.5(f) hereof), any Investment Earnings shall be
deposited in the Collection Account when received by the Subordination Agent
and shall be applied by the Subordination Agent in the same manner as the other
amounts on deposit in the Collection Account are to be applied and any losses
shall be charged against the principal amount invested, in each case net of the
Subordination Agent’s reasonable fees and expenses in making such investments. The
Subordination Agent shall not be liable for any loss resulting from any
investment, reinvestment or liquidation required to be made under this
Agreement other than by reason of its willful misconduct or gross negligence
or, with respect to the handling or transfer of funds, ordinary negligence. Eligible
Investments and any other investment required to be made hereunder shall be
held to their maturities except that any such investment may be sold (without
regard to its maturity) by the Subordination Agent without instructions
whenever such sale is necessary to make a distribution required under this
Agreement. Uninvested funds held hereunder shall not earn or accrue interest.


 


(c)                                  The Subordination
Agent shall possess all right, title and interest in all funds on deposit from
time to time in the Trust Accounts and in all proceeds thereof (including all
income thereon, except as otherwise expressly provided in Section 3.3(b) with
respect to Investment Earnings). The Trust Accounts shall be held in trust by
the Subordination Agent under the sole dominion and control of the
Subordination Agent for the benefit of the Trustees, the Certificateholders and
the Liquidity Providers, as the case may be. If, at any time, any of the Trust
Accounts ceases to be an Eligible Deposit Account, the Subordination Agent
shall within 10 Business Days (or such longer period, not to exceed 30 calendar
days, for which a Ratings Confirmation for each Class of Certificates
shall have been obtained) establish a new Collection Account, Special Payments
Account or Cash Collateral Account, as the case may be, as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new
Collection Account, Special Payments Account or Cash Collateral Account, as the
case may be. So long as the Subordination Agent is an Eligible Institution, the
Trust Accounts shall be maintained with it as Eligible Deposit Accounts.


 


SECTION 2.3. Deposits to the
Collection Account and Special Payments Account. (a)  The
Subordination Agent shall, upon receipt thereof, deposit in the Collection
Account all Scheduled Payments received by it (other than any Scheduled Payment
which by the express terms hereof is to be deposited to a Cash Collateral
Account).


 


21

















 


(b)                                 The Subordination
Agent shall, on each date when one or more Special Payments are made to the
Subordination Agent as holder of the Equipment Notes, deposit in the Special
Payments Account the aggregate amount of such Special Payments.


 


SECTION 2.4. Distributions of Special
Payments. (a)  Notice of Special Payment. Except as provided in
Section 2.4(c) below, upon receipt by the Subordination Agent, as
registered holder of the Equipment Notes, of any notice of a Special Payment
(or, in the absence of any such notice, upon receipt by the Subordination Agent
of a Special Payment), the Subordination Agent shall promptly give notice
thereof to each Trustee and the Liquidity Providers. The Subordination Agent
shall promptly calculate the amount of the redemption or purchase of Equipment
Notes, the amount of any Overdue Scheduled Payment or the proceeds of Equipment
Notes or Collateral, as the case may be, comprising such Special Payment under
the applicable Indenture or Indentures and shall promptly send to each Trustee
and the Liquidity Providers a Written Notice of such amount and the amount
allocable to each Trust. Such Written Notice shall also set the distribution
date for such Special Payment (a “Special Distribution Date”), which
shall be the Business Day which immediately follows the later to occur of (x)
the 15th day after the date of such Written Notice and (y) the date the
Subordination Agent has received or expects to receive such Special Payment. Amounts
on deposit in the Special Payments Account shall be distributed in accordance
with Sections 2.4(b) and 2.4(c) and Article III hereof, as
applicable.


 


(b)  For the purposes of the application
of any Equipment Note Special Payment distributed on a Special Distribution
Date in accordance with Section 3.2 hereof, so long as no Indenture Event
of Default shall have occurred and be continuing under any Indenture:


 


(i)                                                 the
amount of accrued and unpaid Liquidity Expenses that are not yet due that are
payable pursuant to clause “second” thereof shall be multiplied by the Section 2.4
Fraction;


 


(ii)                                              clause “third”
thereof shall be deemed to read as follows: 
“third, (i) such amount as shall be required to pay accrued
and unpaid interest then overdue on all Liquidity Obligations (at the rate, or
in the amount, provided in the applicable Liquidity Facility) plus an amount
equal to the amount of accrued and unpaid interest on the Liquidity Obligations
not yet overdue multiplied by the Section 2.4 Fraction, and (ii) if a
Special Termination Drawing has been made under any Liquidity Facility and has
not been converted into a Final Drawing, the outstanding amount of such Special
Termination Drawing shall be distributed to the applicable Liquidity Providers,
pro rata on the basis of all amounts described in clauses (i) and (ii) above
owed to each Liquidity Provider”;


 


(iii)                                     clause “seventh”
thereof shall be deemed to read as follows: 
“seventh, such amount as shall be required to pay accrued, due
and unpaid interest at the Stated Interest Rate on the outstanding Pool Balance
of the Class A Certificates together with (without duplication) accrued
and unpaid interest at the Stated Interest Rate on the outstanding principal
amount of the Series A Equipment Notes held in the Class A Trust
being redeemed, purchased or prepaid”, in each case excluding interest, if any,
payable with respect to the Deposits relating to the Class A Trust;


 


22

















 


(iv)                              clause “eighth” thereof
shall be deemed to read as follows:  “eighth,
such amount as shall be required to pay any accrued, due and unpaid Class B
Adjusted Interest to the holders of the Class B Certificates” (excluding
interest, if any, payable with respect to the Deposits relating to the Class B
Trust);


 


(v)                                 clause “tenth” thereof
shall be deemed to read as follows:  “tenth,
such amount as shall be required to pay in full accrued, due and unpaid
interest at the Stated Interest Rate on the outstanding Pool Balance of the Class B
Certificates which was not previously paid pursuant to clause “eighth” above to
the holders of the Class B Certificates together with (without
duplication) accrued and unpaid interest at the Stated Interest Rate on the
outstanding principal amount of the Series B Equipment Notes held in the Class B
Trust and being redeemed, purchased or prepaid, in each case excluding
interest, if any, payable with respect to the Deposits relating to the Class B
Trust.”


 


(c)                                  Investment of
Amounts in Special Payments Account. Any amounts on deposit in the Special
Payments Account prior to the distribution thereof pursuant to Section 2.4
or 3.2 shall be invested in accordance with Section 2.2(b). Investment
Earnings on such investments shall be distributed in accordance with Article III
hereof.


 


(d)                                 Certain Payments.
Except for amounts constituting Liquidity Obligations which shall be
distributed as provided in Section 3.2, the Subordination Agent will distribute
promptly upon receipt thereof (i) any indemnity payment or expense
reimbursement received by it from Northwest in respect of any Trustee or any
Liquidity Provider, Paying Agent, Depositary or Escrow Agent (collectively, the
“Payees”) and (ii) any compensation (including, without limitation,
any fees payable to any Liquidity Provider under the Fee Letters) received by
it from Northwest under any Operative Agreement in respect of any Payee,
directly to the Payee entitled thereto.


 


SECTION 2.5. Designated
Representatives. (a)  With the delivery of this Agreement, the
Subordination Agent shall furnish to each Liquidity Provider and each Trustee,
and from time to time thereafter may furnish to each Liquidity Provider and
each Trustee, at the Subordination Agent’s discretion, or upon any Liquidity
Provider’s or Trustee’s request (which request shall not be made more than one
time in any 12-month period), a certificate (a “Subordination Agent
Incumbency Certificate”) of a Responsible Officer of the Subordination
Agent certifying as to the incumbency and specimen signatures of the officers
of the Subordination Agent and the attorney-in-fact and agents of the
Subordination Agent (the “Subordination Agent Representatives”)
authorized to give Written Notices on behalf of the Subordination Agent
hereunder. Until each Liquidity Provider and each Trustee receives a subsequent
Subordination Agent Incumbency Certificate, it shall be entitled to rely on the
last Subordination Agent Incumbency Certificate delivered to it hereunder.


 


(b)                                 With the delivery of
this Agreement, each Trustee shall furnish to the Subordination Agent, and from
time to time thereafter may furnish to the Subordination Agent, at such Trustee’s
discretion, or upon the Subordination Agent’s request (which request shall not
be made more than one time in any 12-month period), a certificate (a “Trustee
Incumbency Certificate”) of a Responsible Officer of such Trustee
certifying as to the incumbency and specimen signatures of the officers of such
Trustee and the attorney-in-fact and agents of such Trustee (the “Trustee
Representatives”) authorized to give Written Notices on behalf of such


 


23

















 


Trustee hereunder. Until the Subordination Agent receives a subsequent
Trustee Incumbency Certificate, it shall be entitled to rely on the last
Trustee Incumbency Certificate delivered to it hereunder.


 


(c)                                  With the delivery of
this Agreement, each Liquidity Provider shall furnish to the Subordination
Agent, and from time to time thereafter may furnish to the Subordination Agent,
at such Liquidity Provider’s discretion, or upon the Subordination Agent’s
request (which request shall not be made more than one time in any 12-month
period), a certificate (each, a “Provider Incumbency Certificate”) of
any Responsible Officer of such Liquidity Provider certifying as to the
incumbency and specimen signatures of any officer, attorney-in-fact, agent or
other designated representative of such Liquidity Provider (in each case, the “Provider
Representatives” and, together with the Subordination Agent Representatives
and the Trustee Representatives, the “Designated Representatives”)
authorized to give Written Notices on behalf of such Liquidity Provider
hereunder. Until the Subordination Agent receives a subsequent Provider
Incumbency Certificate, it shall be entitled to rely on the last Provider
Incumbency Certificate delivered to it hereunder by the relevant Liquidity
Provider.


 


SECTION 2.6. Controlling Party. (a)  The
Trustees and the Liquidity Providers hereby agree that, with respect to any
Indenture at any given time, the Loan Trustee thereunder will be directed in
taking, or refraining from taking, any action under such Indenture or with
respect to the Equipment Notes issued thereunder (i) so long as no
Indenture Event of Default has occurred and is continuing thereunder, by the
holders of at least a majority of the outstanding principal amount of such
Equipment Notes (provided that, for so long as the Subordination Agent is the
registered holder of the Equipment Notes, the Subordination Agent shall act
with respect to this clause (i) in accordance with the directions of the
Trustees (in the case of each such Trustee, with respect to the Equipment Notes
issued under such Indenture and held as Trust Property of such Trust)
constituting, in the aggregate, directions with respect to at least a majority
of outstanding principal amount of Equipment Notes except as provided in Section 9.1(b)),
and (ii) after the occurrence and during the continuance of an Indenture
Event of Default thereunder, in taking, or refraining from taking, any action
under such Indenture or with respect to such Equipment Notes, including
exercising remedies thereunder (including Accelerating the Equipment Notes issued
thereunder or foreclosing the Lien created thereunder on the Aircraft securing
such Equipment Notes), by the Controlling Party (except as otherwise provided
in Section 2.6(d)).


 


(b)                                 Subject to
subparagraph (c) below, the “Controlling Party” shall be (x) the Class A
Trustee and upon payment of Final Distributions to the holders of Class A
Certificates, the Class B Trustee. For purposes of giving effect to the
provisions of Section 2.6(a) and this Section 2.6(b), the
Trustees (other than the Controlling Party) irrevocably agree (and the
Certificateholders (other than the Certificateholders represented by the
Controlling Party) shall be deemed to agree by virtue of their purchase of
Certificates) that the Subordination Agent, as record holder of the Equipment
Notes, and subject to the provisions of Section 2.6(a) and Article IX,
shall exercise its voting rights in respect of the Equipment Notes so held by
the Subordination Agent as directed by the Controlling Party and any vote so
exercised shall be binding upon the Trustees and all Certificateholders.


 


24

















 


The Subordination Agent shall give Written
Notice to all of the other parties to this Agreement promptly upon a change in
the identity of the Controlling Party. Each of the parties hereto agrees that
it shall not exercise any of the rights of the Controlling Party at such time
as it is not the Controlling Party hereunder; provided, however,
that nothing herein contained shall prevent or prohibit any Non-Controlling
Party from exercising such rights as shall be specifically granted to such
Non-Controlling Party hereunder and under the other Operative Agreements.


 


(c)                                  Notwithstanding the
foregoing provisions of clauses (a) and (b) above, at any time after
18 months from the earliest to occur of (i) the date on which the entire
Available Amount as of such date under any Liquidity Facility shall have been
drawn (excluding a Downgrade Drawing, a Non-Extension Drawing or a Special
Termination Drawing but including a Final Drawing or a Downgrade Drawing, a
Non-Extension Drawing or a Special Termination Drawing that has been converted
to a Final Drawing under such Liquidity Facility) and remains unreimbursed, (ii) the
date on which the entire amount of any Downgrade Drawing, Non-Extension Drawing
or a Special Termination Drawing on deposit in the relevant Cash Collateral
Account up to the Required Amount as of such date under the relevant Liquidity
Facility shall have become and remain “Applied Downgrade Advances” or “Applied
Non-Extension Advances” or “Applied Special Termination Advances”, as the case
may be, under and as defined in such Liquidity Facility and (iii) the date
on which all Equipment Notes under all Indentures shall have been Accelerated (provided
that (A) with respect to the period prior to the Delivery Period
Expiration Date, such Equipment Notes have an aggregate principal balance in
excess of $200,000,000 and (B) in the event of a bankruptcy proceeding
under the Bankruptcy Code in which Northwest is a debtor, any amounts payable
in respect of Equipment Notes which have become immediately due and payable by
declaration or otherwise shall not be considered Accelerated for purposes of
this sub-clause (iii) until the expiration of the 60-Day Period or such
longer period as may apply under Section 1110(a)(2)(B) or Section 1110(b) of
the Bankruptcy Code), the Liquidity Provider with the highest outstanding
aggregate amount of Liquidity Obligations owed to it (so long as such Liquidity
Provider has not defaulted in its obligation to make any Drawing under any
Liquidity Facility) shall have the right to elect, by Written Notice to the
Subordination Agent and each of the Trustees, to become the Controlling Party
hereunder at any time from and including the last day of such 18-month period.


 


(d)                                 Notwithstanding the
foregoing provisions of clauses (a) through (c) above, if any holders
of the Class B Certificates or Additional Certificates exercise their
right under Section 2.7 hereof to purchase Equipment Notes issued under
any Indenture, the holders of the majority in aggregate unpaid principal amount
of all the Equipment Notes issued under such Indenture, instead of the
Controlling Party, shall be entitled to direct the relevant Loan Trustee in
taking, or refraining from taking, any action under such Indenture or with
respect to such Equipment Notes, including exercising remedies thereunder
(including Accelerating the Equipment Notes issued thereunder or foreclosing
the Lien on the Aircraft securing such Equipment Notes) (it being understood
and agreed that any Equipment Notes that continue to be held by the
Subordination Agent shall be voted in accordance with clause (a) above).


 


(e)                                  The exercise of
remedies by the Controlling Party under this Agreement shall be expressly
limited by Sections 4.1(a)(ii) and 4.1(a)(iii) hereof.


 


25

















 


(f)                                    The Controlling
Party shall not be entitled to require or obligate any Non-Controlling Party to
provide funds necessary to exercise any right or remedy hereunder.


 


SECTION 2.7. Equipment Note Buy-Out
Rights. (a)  If an Equipment Note Buy-Out Event has occurred and
is continuing, then so long as, with respect to the Indentures referred to
below in this clause (a), no Additional Certificateholder has elected to
exercise its right to purchase Equipment Notes issued under such Indentures
pursuant to this Section 2.7 (upon such election and notification thereof,
the right specified in this Section 2.7(a) shall be suspended and (x)
upon consummation of the purchase pursuant to such election, be terminated with
respect to such indentures, or (y) upon failure to consummate such purchase on
the proposed purchase date, such right shall be revived), any Class B
Certificateholder may, upon 15 days’ prior written notice to the Subordination
Agent, each Trustee (and each such Trustee shall promptly provide such notice
to all Certificateholders of its Trust) and each applicable Loan Trustee given
on or before the date which is six months after the occurrence of the
applicable Equipment Note Buy-Out Event, purchase on the third Business Day
next following the expiry of such 15-day notice period all, but not less than
all, of the Series A Equipment Notes issued under any one or more of the
Indentures for a purchase price equal to the sum of the aggregate Note Target
Price for such Series A Equipment Notes plus an amount equal to the Excess
Liquidity Obligations in respect of such Indentures accrued as of the date of
such purchase. If prior to the end of such 15-day period, any other holder of
the Class B Certificates notifies the Subordination Agent, each Trustee
(and each such Trustee shall promptly notify all Certificateholders of its
Trust, including the purchasing Class B Certificateholder) and each
applicable Loan Trustee that it wishes to participate in such purchase, then
such other Certificateholder may join with the purchasing Certificateholder to
purchase such Series A Equipment Notes pro rata based on the interest in
the Class B Trust held by each such Certificateholder compared to such
interests held by all such participating Certificateholders.


 


(b)                                 If an Equipment Note
Buy-Out Event has occurred and is continuing, then regardless of whether any Class B
Certificateholder (or, if applicable, any Senior Additional Certificateholder
(as defined below)) has elected to exercise its right to purchase Equipment
Notes under this Section 2.7 (and so long as, with respect to the
Indentures referred to in this clause (b), no Junior Additional
Certificateholder (as defined below) has elected to exercise its right to
purchase Equipment Notes issued under such Indentures pursuant to this Section 2.7
(upon such election and notification thereof, the right specified in this Section 2.7(b) shall
be suspended and (x) upon consummation of the purchase pursuant to such
election, be terminated with respect to such indentures, or (y) upon failure to
consummate such purchase on the proposed purchase date, such right shall be
revived)), any Additional Certificateholder may, upon 15 days’ prior written
notice to the Subordination Agent, each Trustee (and each such Trustee shall
promptly provide such notice to all Certificateholders of the applicable Trust)
and each applicable Loan Trustee given on or before the date which is six
months after the occurrence of the applicable Equipment Note Buy-Out Event,
purchase on the third Business Day next following the expiry of such 15-day
notice period all, but not less than all, of the Series A Equipment Notes
and the Series B Equipment Notes (and, if applicable, any Senior
Additional Equipment Notes (as defined below)) issued under any one or more
Indentures for a purchase price equal to the sum of the aggregate Note Target
Price for such Series A Equipment Notes, Series B Equipment Notes
(and, if applicable, any Senior Additional Equipment Notes) plus an amount
equal to the Excess Liquidity Obligations in respect of such Indentures accrued
as of the 


 


26

















 


date of such purchase. If prior to the end of such 15-day period, any
other holder of such class of Additional Certificates notifies the
Subordination Agent, each Trustee (and each such Trustee shall promptly notify
all Certificateholders of the applicable Trust, including the purchasing
Additional Certificateholder) and each applicable Loan Trustee that it wishes
to participate in such purchase, then such other Certificateholder may join
with the purchasing Certificateholder to purchase such Series A Equipment
Notes and Series B Equipment Notes (and, if applicable, any Senior
Additional Equipment Notes) pro rata based on the interest in the applicable
Trust held by each such Certificateholder compared to such interests held by
all such participating Certificateholders.


 


“Junior Additional Certificateholder”
means, with respect to any Additional Certificateholder exercising its right to
purchase Equipment Notes under this Section 2.7(b), any holder of any
class (or classes) of Additional Certificates that rank junior, in priority of
payment under this Agreement, to the class of Additional Certificates held by
such Additional Certificateholder.


 


“Senior Additional Certificateholder”
means, with respect to any Additional Certificateholder exercising its right to
purchase Equipment Notes under this Section 2.7(b), any holder of any
class (or classes) of Additional Certificates that rank senior, in priority of
payment under this Agreement, to the class of Additional Certificates held by
such Additional Certificateholder.


 


“Senior Additional Equipment Notes” means,
with respect to any Additional Certificateholder exercising its right, under
this Section 2.7(b), to purchase Equipment Notes issued under any
Indenture, any series of Additional Equipment Notes that rank senior, in
priority of payment under such Indenture, to the series of Additional Equipment
Notes corresponding to the class of Additional Certificates held by such
Additional Certificateholder.


 


(c)                                  If any Refinancing
Certificates are issued, each Refinancing Certificateholder shall have the same
right (subject to the same terms and conditions) to purchase Equipment Notes
pursuant to this Section 2.7 (and to receive notice in connection
therewith) as the Certificateholders of the Class that such Refinancing
Certificates refinanced.


 


(d)                                 On the date of any
purchase by the Class B Certificateholders or any Additional
Certificateholders, as applicable, of Equipment Notes issued under any
Indenture, the purchasing Certificateholders shall pay to the Subordination
Agent in immediately available funds the aggregate purchase price of all of the
Equipment Notes being purchased as specified in this Section 2.7. The
proceeds received by the Subordination Agent pursuant to this clause (c) shall
be promptly applied by the Subordination Agent in accordance with Sections 2.4(a) and
3.2 hereof.


 


(e)                                  From and after the
purchase of any Equipment Notes pursuant to this Section 2.7, any proceeds
or payments made with respect to such purchased Equipment Notes shall be paid
directly to the holders of such Equipment Notes in accordance with the related
Indentures pro rata and shall not be subject to application under Article III
hereof. Any proceeds or payments made with respect to any Equipment Notes under
the related Indenture not purchased pursuant to this Section 2.7 shall
continue to be paid to the Subordination Agent and shall be applied in
accordance with Article III hereof.


 


27

















 


(f)                                    Notwithstanding the
purchase of any Equipment Notes under any Indenture pursuant to this Section 2.7,
the provisions of the Granting Clause, Section 2.05, Article III and Section 11.01
and the definitions of “Related Additional Series Equipment Note”, “Related
Equipment Note”, “Related Event of Default”, “Related Indenture Indemnitee”, “Related
Indentures”, “Related Indenture Trustee”, “Related Certificate Holder”, “Related
Operative Documents”, “Related Participation Agreement”, “Related Event of
Default”, “Related Secured Obligations”, “Related Series A Secured
Certificates” and “Related Series B Secured Certificates” (the “Cross-Collateralization
Provisions”) of such Indenture shall remain unchanged and in full force and
effect, and may not be amended, modified or otherwise waived in any manner
without the prior written consent of the Subordination Agent acting on the
instructions of each Trustee. As a condition precedent to any purchase of
Equipment Notes under this Section 2.7, each purchasing Certificateholder
shall confirm in writing to the Subordination Agent that such purchasing
Certificateholder acknowledges, consents and agrees to the provisions of this Section 2.7(e) and
shall not take any action in contravention thereof or otherwise amend, modify
or waive the Cross-Collateralization Provisions of such Indenture, and further
acknowledges, consents and agrees to the restrictions set forth in Sections
4.1(a)(ii) and 4.1(a)(iii) hereof.


 


(g)                                 In the event that
Northwest or any of its Affiliates is an owner of a Class B Certificate
(or an Additional Certificate), it shall not have any right, as a Class B
Certificateholder (or an Additional Certificateholder), as applicable, to
purchase any Equipment Notes under this Section 2.7.


 


(h)                                 In connection with the
purchase of Equipment Notes pursuant to this Section 2.7, upon the payment
by any Certificateholder of the applicable Excess Liquidity Obligations and
that portion of Note Target Price constituting enforcement costs incurred by
the Subordination Agent, such Certificateholder, as the holder of such
Equipment Notes, shall be subrogated to the right of the Subordination Agent to
receive payment of such amounts in respect of such Equipment Notes under the
applicable Indenture.


 


(i)                                     The right of any
Certificateholder to purchase Equipment Notes pursuant to this Section 2.7
shall be subject to such purchase being exempt from, or not subject to, the
registration requirements of the Securities Act of 1933, as amended, and in
compliance with other applicable state or foreign securities laws. Each
purchaser shall be required to provide to the Subordination Agent reasonably
satisfactory evidence of compliance with such laws.


 


(j)                                     Any Taxes incurred
by the applicable Loan Trustee, the Subordination Agent or the applicable
Trustee in connection with the sale of any Equipment Note pursuant to the
exercise by one or more Certificateholders of the right to purchase Equipment
Notes pursuant to this Section 2.7 shall be paid by such purchasing
Certificateholders, on a pro rata basis.


 


ARTICLE III



RECEIPT, DISTRIBUTION AND APPLICATION 

OF AMOUNTS RECEIVED


 


SECTION 3.1. Written Notice of
Distribution. (a)  No later than 3:00 P.M. (New York City time)
on the Business Day immediately preceding each Distribution Date, each of the 


 


28

















 


following Persons shall deliver to the Subordination Agent a Written
Notice setting forth the following information as at the close of business on
such Business Day:


 


(i)                                     With
respect to the Class A Certificates, the Class A Trustee shall
separately set forth the amounts to be paid in accordance with clause “first”
(to reimburse payments made by such Trustee or the Class A
Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of
clause “first”), subclauses (ii) and (iii) of clause ”sixth” of Section 3.2
hereof and clauses “seventh” and “ninth” of Section 3.2 hereof;


 


(ii)                                  With
respect to the Class B Certificates, the Class B Trustee shall
separately set forth the amounts to be paid in accordance with clause “first”
(to reimburse payments made by such Trustee or the Class B
Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of
clause “first”), subclauses (ii) and (iii) of clause ”sixth” of Section 3.2
hereof and clauses “eighth”, “tenth” and “eleventh” of Section 3.2 hereof;


 


(iii)                               With
respect to each Liquidity Facility, the Liquidity Provider thereunder shall
separately set forth the amounts to be paid to it in accordance with subclauses
(iii) and (iv) of clause “first” of Section 3.2 hereof, clause “second”
of Section 3.2 hereof, clause “third” of Section 3.2 hereof, clause “fourth”
of Section 3.2 hereof and clause “fifth” of Section 3.2 hereof; and


 


(iv)                              Each
Trustee shall set forth the amounts to be paid to it in accordance with clause “sixth”
of Section 3.2 hereof.


 


(b)                                 At such time as a
Trustee or a Liquidity Provider shall have received all amounts owing to it
(and, in the case of a Trustee, the Certificateholders for which it is acting)
pursuant to Section 3.2 hereof, and, in the case of a Liquidity Provider,
its commitment or obligations under the related Liquidity Facility shall have
terminated or expired, such Person shall, by a Written Notice, so inform the
Subordination Agent and each other party to this Agreement.


 


(c)                                  As provided in Section 6.5
hereof, the Subordination Agent shall be fully protected in relying on any of
the information set forth in a Written Notice provided by any Trustee, any
Liquidity Provider pursuant to paragraphs (a) and (b) above and shall
have no independent obligation to verify, calculate or recalculate any amount set
forth in any Written Notice delivered in accordance with such paragraphs.


 


(d)                                 Any Written Notice
delivered by a Trustee, a Liquidity Provider or the Subordination Agent, as
applicable, pursuant to Section 3.1 hereof, if made prior to 10:00 A.M.
(New York City time) on any Business Day, shall be effective on the date
delivered (or if delivered later on a Business Day or if delivered on a day
which is not a Business Day shall be effective as of the next Business Day). Subject
to the terms of this Agreement, the Subordination Agent shall as promptly as
practicable comply with any such instructions; provided, however,
that any transfer of funds pursuant to any instruction received after 10:00 A.M.
(New York City time) on any Business Day may be made on the next succeeding
Business Day.


 


29

















 


(e)                                  In the event the
Subordination Agent shall not receive from any Person any information set forth
in paragraph (a) above which is required to enable the Subordination Agent
to make a distribution to such Person pursuant to Section 3.2 hereof, the
Subordination Agent shall request such information and, failing to receive any
such information, the Subordination Agent shall not make such distribution(s)
to such Person. In such event, the Subordination Agent shall make distributions
pursuant to clauses “first” through “eleventh” of Section 3.2 to the
extent it shall have sufficient information to enable it to make such
distributions, and shall continue to hold any funds remaining, after making
such distributions, until the Subordination Agent shall receive all necessary
information to enable it to distribute any funds so withheld.


 


(f)                                    On such dates (but
not more frequently than monthly) as any Liquidity Provider or any Trustee shall
request, but in any event automatically at the end of each calendar quarter,
the Subordination Agent shall send to such party a written statement reflecting
all amounts on deposit with the Subordination Agent pursuant to Section 3.1(e) hereof.


 


The notices required under this Section 3.1(a) may
be in the form of a schedule or similar document provided to the
Subordination Agent by the parties referenced therein or by any one of them,
which schedule or similar document may state that, unless there has been a
prepayment of any Equipment Note, such schedule or similar document is to
remain in effect until any substitute notice or amendment shall be given to the
Subordination Agent by the party providing such notice.


 


SECTION 3.2. Distribution of Amounts
on Deposit in the Collection Account. Except as otherwise provided in
Sections 2.4, 3.1(e), 3.3, 3.5(b) and 3.5(l), amounts on deposit in the
Collection Account (including amounts on deposit in the Special Payments
Account) shall be promptly distributed on each Regular Distribution Date (or,
in the case of any amount described in Section 2.4(a), on the Special
Distribution Date thereof) in the following order of priority and in accordance
with the information provided to the Subordination Agent pursuant to Section 3.1(a) hereof:


 


first,
such amount as shall be required to reimburse (i) the Subordination Agent
for any reasonable out-of-pocket costs and expenses actually incurred by it (to
the extent not previously reimbursed) or reasonably expected to be incurred by
it for the period ending on the next succeeding Regular Distribution Date
(which shall not exceed $150,000 unless approved in writing by the Controlling
Party) in the protection of, or the realization of the value of, the Equipment
Notes or any Collateral, shall be applied by the Subordination Agent in
reimbursement of such costs and expenses, (ii) any Trustee for any amounts
of the nature described in clause (i) above actually incurred by it
under the applicable Trust Agreement (to the extent not previously reimbursed),
shall be distributed to such Trustee, (iii) any Liquidity Provider for any
amounts of the nature described in clause (i) above actually incurred
by it (to the extent not previously reimbursed), shall be distributed to such
Liquidity Provider, and (iv) any Liquidity Provider or any
Certificateholder for payments, if any, made by it to the Subordination Agent
or any Trustee in respect of amounts described in clause (i) above
actually incurred by it (to the extent not previously reimbursed)
(collectively, the “Administration Expenses”), shall be distributed to
such Liquidity Provider or the applicable Trustee for the account of such 


 


30

















 


Certificateholder, in each such case, pro
rata on the basis of all amounts described in clauses (i) through (iv) above;


 


second,
such amount as shall be required to pay all accrued and unpaid Liquidity
Expenses owed to each Liquidity Provider shall be distributed to the Liquidity
Providers pro rata on the basis of the amount of Liquidity Expenses owed to
each Liquidity Provider;


 


third,
(i) such amount as shall be required to pay the aggregate amount of
accrued and unpaid interest on all Liquidity Obligations (at the rate, or in
the amount, provided in the applicable Liquidity Facility) and (ii) if a
Special Termination Drawing has been made under any Liquidity Facility and has
not been converted into a Final Drawing, the outstanding amount of such Special
Termination Drawing, shall be distributed to the applicable Liquidity Providers
pro rata on the basis of all amounts described in clauses (i) and (ii) above
owed to each Liquidity Provider;


 


fourth,
such amount as shall be required (A) if any Cash Collateral Account had
been previously funded as provided in Section 3.5(f), unless (i) a
Performing Note Deficiency exists and a Liquidity Event of Default shall have
occurred and be continuing with respect to the relevant Liquidity Facility or (ii) a
Final Drawing shall have occurred with respect to such Liquidity Facility, to
fund such Cash Collateral Account up to its Required Amount shall be deposited
in such Cash Collateral Account, (B) if any Liquidity Facility shall
become a Downgraded Facility or a Non-Extended Facility at a time when
unreimbursed Interest Drawings under such Liquidity Facility have reduced the
Available Amount thereunder to zero, unless (i) a Performing Note
Deficiency exists and a Liquidity Event of Default shall have occurred and be
continuing with respect to the relevant Liquidity Facility or (ii) a Final
Drawing shall have occurred with respect to such Liquidity Facility, to deposit
into the related Cash Collateral Account an amount equal to such Cash
Collateral Account’s Required Amount shall be deposited in such Cash Collateral
Account, and (C) if, with respect to any particular Liquidity Facility,
neither subclause (A) nor subclause (B) of this clause “fourth” is
applicable, to pay or reimburse the Liquidity Provider in respect of such
Liquidity Facility in an amount equal to the amount of all Liquidity
Obligations then due under such Liquidity Facility (other than amounts payable
pursuant to clause “second” or “third” of this Section 3.2), pro rata on
the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity
Obligations payable to each Liquidity Provider;


 


fifth,
if, with respect to any particular Liquidity Facility, any amounts are to be
distributed pursuant to either subclause (A) or (B) of clause “fourth”
above, then the Liquidity Provider with respect to such Liquidity Facility
shall be paid the excess of (x) the aggregate outstanding amount of
unreimbursed Advances (whether or not then due) under such Liquidity Facility
over (y) the Required Amount for the relevant Class, pro rata on the basis
of such amounts in respect of each Liquidity Provider;


 


sixth,
such amount as shall be required to reimburse or pay (i) the Subordination
Agent for any Tax (other than Unindemnified Taxes), expense, fee, charge or
other loss incurred by or any other amount payable to the Subordination Agent
in connection with the transactions contemplated hereby (to the extent not
previously reimbursed), shall be 


 


31

















 


applied by the Subordination Agent in
reimbursement of such amount, (ii) each Trustee for any Tax (other than
Unindemnified Taxes), expense, fee, charge, loss or any other amount payable to
such Trustee under the applicable Trust Agreements (to the extent not
previously reimbursed), shall be distributed to such Trustee, and (iii) each
Certificateholder for payments, if any, made by it pursuant to Section 5.2
hereof in respect of amounts described in clause (i) above, shall be
distributed to the applicable Trustee for the account of such
Certificateholder, in each such case, pro rata on the basis of all amounts
described in clauses (i) through (iii) above;


 


seventh,
such amount as shall be required to pay in full accrued and unpaid interest at
the Stated Interest Rate on Pool Balance of the Class A Certificates
(excluding interest, if any, payable with respect to the Deposits relating to
the Class A Trust) shall be distributed to the Class A Trustee;


 


eighth,
such amount as shall be required to pay unpaid Class B Adjusted Interest
to the holders of the Class B Certificates (excluding interest, if any,
payable with respect to the Deposits relating to the Class B Trust) shall
be distributed to the Class B Trustee;


 


ninth,
such amount as shall be required to pay in full Expected Distributions to the
holders of the Class A Certificates on such Distribution Date shall be
distributed to the Class A Trustee;


 


tenth,
such amount as shall be required to pay in full accrued and unpaid interest at
the Stated Interest Rate on the Pool Balance of the Class B Certificates
which was not previously paid pursuant to clause “eighth” above to the holders
of the Class B Certificates (excluding interest, if any, payable with
respect to the Deposits relating to the Class B Trust) shall be
distributed to the Class B Trustee;


 


eleventh,
such amount as shall be required to pay in full Expected Distributions to the
holders of the Class B Certificates on such Distribution Date shall be
distributed to the Class B Trustee;


 


twelfth,
the balance, if any, of any such amount remaining thereafter shall be held in
the Collection Account for later distribution in accordance with this Article III.


 


With respect to clauses “first” and “sixth”
above, no amounts shall be reimbursable to the Subordination Agent, any
Trustee, any Liquidity Provider or any Certificateholder for any payments made
by any such Person in connection with any Equipment Note that is no longer held
by the Subordination Agent (to the extent that such payments relate to periods
after such Equipment Note ceases to be held by the Subordination Agent).


 


SECTION 3.3. Other Payments. (a)  Any
payments received by the Subordination Agent for which no provision as to the
application thereof is made in this Agreement shall be distributed by the
Subordination Agent (i) in the order of priority specified in Section 3.2
hereof and (ii) to the extent received or realized at any time after the
Final Distributions for each Class of Certificates have been made, in the
manner provided in clause “first” of Section 3.2 hereof.


 


32

















 


(b)                                 Notwithstanding the
priority of payments specified in Section 3.2, in the event any Investment
Earnings on amounts on deposit in any Cash Collateral Account resulting from an
Unapplied Provider Advance are deposited in the Collection Account or the Special
Payments Account, such Investment Earnings shall be used to pay interest
payable in respect of such Unapplied Provider Advance to the extent of such
Investment Earnings.


 


(c)                                  If the Subordination
Agent receives any Scheduled Payment after the Scheduled Payment Date relating
thereto, but prior to such payment becoming an Overdue Scheduled Payment, then
the Subordination Agent shall deposit such Scheduled Payment in the Collection
Account and promptly distribute such Scheduled Payment in accordance with the
priority of distributions set forth in Section 3.2 hereof; provided
that, for the purposes of this Section 3.3(c) only, each reference in
clause “ninth” or “eleventh” of Section 3.2 to “Distribution Date” shall
be deemed to refer to such Scheduled Payment Date.


 


(d)                                 Payments in respect of
Liquidity Obligations under Section 3.2 shall be without duplication of
any indemnity payment, expense reimbursement or compensation previously paid to
the applicable Liquidity Provider under Section 2.4(c).


 


SECTION 3.4. Payments to the Trustees
and the Liquidity Providers. Any amounts distributed hereunder to any
Liquidity Provider shall be paid to such Liquidity Provider by wire transfer of
funds to the address such Liquidity Provider shall provide to the Subordination
Agent. The Subordination Agent shall provide a Written Notice of any such
transfer to the applicable Liquidity Provider, as the case may be, at the time
of such transfer. Any amounts distributed hereunder by the Subordination Agent
to any Trustee which shall not be the same institution as the Subordination
Agent shall be paid to such Trustee by wire transfer of funds to the address
such Trustee shall provide to the Subordination Agent.


 


SECTION 3.5. Liquidity Facilities.
(a)  Interest Drawings. If on any Distribution Date, after
giving effect to the subordination provisions of this Agreement, the
Subordination Agent shall not have sufficient funds for the payment of any
amounts due and owing in respect of accrued interest on the Class A
Certificates or the Class B Certificates (at the Stated Interest Rate for
such Class of Certificates) (other than any amount of interest which was
due and payable on the Class A Certificates or the Class B
Certificates on such Distribution Date but which remains unpaid due to the
failure of the Depositary to pay any amount of accrued interest on the Deposits
on such Distribution Date), then, prior to 12:30 p.m. (New York City time)
on such Distribution Date, the Subordination Agent shall request a drawing
(each such drawing, an “Interest Drawing”) under the Liquidity Facility
with respect to such Class of Certificates in an amount equal to the
lesser of (i) an amount sufficient to pay the amount of such accrued
interest (at the Stated Interest Rate for such Class of Certificates) and (ii) the
Available Amount under such Liquidity Facility, and shall pay such amount to
the Trustee with respect to such Class of Certificates in payment of such
accrued interest.


 


(b)                                 Application of
Interest Drawings. Notwithstanding anything to the contrary contained in
this Agreement, (i) all payments received by the Subordination Agent in
respect of an Interest Drawing under the Class A Liquidity Facility and
all amounts withdrawn by the Subordination Agent from the Class A Cash
Collateral Account, and payable in each case to the Class A
Certificateholders or the Class A Trustee, shall be promptly distributed
to the Class A Trustee and (ii) all payments received by the
Subordination Agent in respect of an 


 


33

















 


Interest Drawing under the Class B Liquidity Facility and all
amounts withdrawn by the Subordination Agent from the Class B Cash
Collateral Account, and payable in each case to the Class B
Certificateholders or the Class B Trustee, shall be promptly distributed
to the Class B Trustee.


 


(c)                                  Downgrade Drawings.
(i) With respect to each Liquidity Facility, a Downgrade Drawing shall be
requested by the Subordination Agent thereunder as provided in Section 3.5(c)(iii),
if at any time a Downgrade Event shall have occurred with respect to such
Liquidity Facility (a “Downgraded Facility”), unless an event described
in Section 3.5(c)(ii) occurs with respect to such Liquidity Facility.


 


(ii)  If at any time any Liquidity
Facility becomes a Downgraded Facility, the Subordination Agent shall request a
Downgrade Drawing thereunder in accordance with Section 3.5(c)(iii),
unless the Liquidity Provider under such Downgraded Facility or Northwest
arranges for a Replacement Liquidity Provider to issue and deliver a
Replacement Liquidity Facility to the Subordination Agent within 10 days after
receiving notice of a Downgrade Event (but not later than the expiration date
of such Downgraded Facility).


 


(iii)  Upon the occurrence of any
Downgrade Event with respect to any Liquidity Facility, unless a Replacement
Liquidity Facility is arranged as provided in Section 3.5(c)(ii), the
Subordination Agent shall, on the 10th day referred to in Section 3.5(c)(ii) (or
if such 10th day is not a Business Day, on the next succeeding Business Day)
(or, if earlier, the expiration date of such Downgraded Facility), request a
drawing in accordance with and to the extent permitted by such Downgraded
Facility (such drawing, a “Downgrade Drawing”) of the Available Amount
thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained
and invested as provided in Section 3.5(f) hereof. Subject to Section 3.5(e)(iii),
the applicable Liquidity Provider may also arrange for a Replacement Liquidity
Provider to issue and deliver a Replacement Liquidity Facility at any time
after such Downgrade Drawing so long as such Downgrade Drawing has not been
reimbursed in full to such Liquidity Provider.


 


(d)                                 Non-Extension
Drawings. The Liquidity Provider shall advise the Subordination Agent, no
earlier than the 40th day and no later than the 25th day prior to
the scheduled expiration date (the “Stated Expiration Date”) then in
effect for the Liquidity Facility of such Liquidity Provider (such period, with
respect to such Liquidity Facility, the “Termination Period”), if it
determines, in its sole and absolute discretion, that the Stated Expiration
Date shall not be extended. If the Liquidity Provider so advises the
Subordination Agent and such Liquidity Facility is not replaced in accordance
with Section 3.5(e) on or before the date on which such Termination
Period ends, the Subordination Agent shall, on the date on which such
Termination Period ends (or as soon as possible thereafter), in accordance with
and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended
Facility”), request a drawing under such expiring Liquidity Facility (such
drawing, a “Non-Extension Drawing”) of all available and undrawn amounts
thereunder. Amounts drawn pursuant to any Non-Extension Drawing shall be
maintained and invested in accordance with Section 3.5(f) hereof.


 


(e)                                  Issuance of
Replacement Liquidity Facility. (i)  At any time, Northwest may,
at its option, with cause or without cause, arrange for a Replacement Liquidity
Facility to replace any Liquidity Facility for any Class of Certificates
(including any Replacement Liquidity Facility provided pursuant to Section 3.5(e)(ii) hereof);
provided, however, that the initial 


 


34

















 


Liquidity Provider for any Liquidity Facility shall not be replaced by
Northwest as a Liquidity Provider with respect to such Liquidity Facility prior
to the third anniversary of the Closing Date unless (A) there shall have
become due to such initial Liquidity Provider, or such initial Liquidity
Provider shall have demanded, amounts pursuant to Section 3.01, 3.02 or
3.03 of any applicable Liquidity Facility and the replacement of such initial
Liquidity Provider would reduce or eliminate the obligation to pay such amounts
or Northwest determines in good faith that there is a substantial likelihood
that such initial Liquidity Provider will have the right to claim any such
amounts (unless such initial Liquidity Provider waives, in writing, any right
it may have to claim such amounts), which determination shall be set forth in a
certificate delivered by Northwest to such initial Liquidity Provider setting
forth the basis for such determination and accompanied by an opinion of outside
counsel selected by Northwest and reasonably acceptable to such initial
Liquidity Provider verifying the legal conclusions, if any, of such certificate
relating to such basis, provided that, in the case of any likely claim
for such amounts based upon any proposed, or proposed change in, law, rule,
regulation, interpretation, directive, requirement, request or administrative
practice, such opinion may assume the adoption or promulgation of such proposed
matter, (B) it shall become unlawful or impossible for such initial
Liquidity Provider (or its Facility Office) to maintain or fund its LIBOR
Advances as described in Section 3.10 of any Liquidity Facility, (C) any
Liquidity Facility of such initial Liquidity Provider shall become a Downgraded
Facility or a Non-Extended Facility or a Downgrade Drawing or a Non-Extension
Drawing shall have occurred under any Liquidity Facility of such initial
Liquidity Provider or (D) such initial Liquidity Provider shall have
breached any of its payment (including, without limitation, funding)
obligations under any Liquidity Facility in respect of which it is the
Liquidity Provider. If such Replacement Liquidity Facility is provided at any
time after a Downgrade Drawing, a Non-Extension Drawing or Special Termination
Drawing has been made, all funds on deposit in the relevant Cash Collateral
Account will be returned to the Liquidity Provider being replaced.


 


(ii)                                  If any Liquidity
Provider shall determine in accordance with Section 3.5(d) that any
of its Liquidity Facilities shall not be extended, then such Liquidity Provider
may, at its option, arrange for a Replacement Liquidity Facility to replace
such Liquidity Facility during the period no earlier than 40 days and no later
than 25 days prior to the then effective Stated Expiration Date of such
Liquidity Facility. At any time after a Non-Extension Drawing has been made
under any Liquidity Facility, the Liquidity Provider thereunder may, at its
option, arrange for a Replacement Liquidity Facility to replace the Liquidity
Facility under which such Non-Extension Drawing has been made.


 


(iii)                               No Replacement Liquidity
Facility arranged by Northwest or a Liquidity Provider in accordance with
clause (i) or (ii) above or pursuant to Section 3.5(c),
respectively, shall become effective and no such Replacement Liquidity Facility
shall be deemed a “Liquidity Facility” under the Operative Agreements, unless
and until (A) each of the conditions referred to in sub-clauses (iv)(x)
and (z) below shall have been satisfied, (B) if such Replacement Liquidity
Facility shall materially adversely affect the rights, remedies, interests or
obligations of the Class A Certificateholders or the Class B
Certificateholders under any of the Operative Agreements, the applicable
Trustee shall have consented, in writing, to the execution and issuance of such
Replacement Liquidity Facility and (C) in the case of a Replacement
Liquidity Facility arranged by a Liquidity Provider under Section 3.5(e)(ii) or
pursuant to Section 3.5(c), such Replacement Liquidity Facility is
acceptable to Northwest.


 


35

















 


(iv)                              In connection with the
issuance of each Replacement Liquidity Facility, the Subordination Agent shall
(x) prior to the issuance of such Replacement Liquidity Facility, obtain
written confirmation from each Rating Agency that such Replacement Liquidity
Facility will not cause a reduction of any rating then in effect for any Class of
Certificates by such Rating Agency (without regard to any downgrading of any
rating of any Liquidity Provider being replaced pursuant to Section 3.5(c) hereof),
(y) pay all Liquidity Obligations then owing to the replaced Liquidity
Provider (which payment shall be made first from available funds in the
applicable Cash Collateral Account as described in clause (v) of Section 3.5(f) hereof,
and thereafter from any other available source, including, without limitation,
a drawing under the Replacement Liquidity Facility) and (z) cause the issuer of
the Replacement Liquidity Facility to deliver the Replacement Liquidity
Facility to the Subordination Agent, together with a legal opinion opining that
such Replacement Liquidity Facility is an enforceable obligation of such
Replacement Liquidity Provider.


 


(v)                                 Upon satisfaction of
the conditions set forth in clauses (iii) and (iv) of this Section 3.5(e) with
respect to a Replacement Liquidity Facility, (w) the replaced Liquidity
Facility shall terminate, (x) the Subordination Agent shall, if and to the
extent so requested by Northwest or the Liquidity Provider being replaced,
execute and deliver any certificate or other instrument required in order to
terminate the replaced Liquidity Facility, shall surrender the replaced
Liquidity Facility to the Liquidity Provider being replaced and shall execute
and deliver the Replacement Liquidity Facility and any associated Fee Letters,
(y) each of the parties hereto shall enter into any amendments to this
Agreement necessary to give effect to (1) the replacement of the
applicable Liquidity Provider with the applicable Replacement Liquidity
Provider and (2) the replacement of the applicable Liquidity Facility with
the applicable Replacement Liquidity Facility and (z) the applicable
Replacement Liquidity Provider shall be deemed to be a Liquidity Provider with
the rights and obligations of a Liquidity Provider hereunder and under the
other Operative Agreements and such Replacement Liquidity Facility shall be
deemed to be a Liquidity Facility hereunder and under the other Operative
Agreements.


 


(f)                                    Cash Collateral
Accounts; Withdrawals; Investments. In the event the Subordination Agent
shall draw all available amounts under the Class A Liquidity Facility or
the Class B Liquidity Facility pursuant to Section 3.5(c), 3.5(d),
3.5(i) or 3.5(k) hereof, or in the event amounts are to be deposited in
the Class A Cash Collateral Account or the Class B Cash Collateral
Account pursuant to subclause (A) or (B) of clause “fourth” of Section 3.2,
amounts so drawn or to be deposited, as the case may be, shall be deposited by
the Subordination Agent in the Class A Cash Collateral Account or the Class B
Cash Collateral Account, as applicable. All amounts on deposit in each Cash
Collateral Account shall be invested and reinvested in Eligible Investments in
accordance with Section 2.2(b) hereof.


 


On each Interest Payment Date (or, in the
case of any Special Distribution Date with respect to the distribution of a
Special Payment, on such Special Distribution Date), Investment Earnings on
amounts on deposit in each Cash Collateral Account with respect to any
Liquidity Facility (or, in the case of any Special Distribution Date with
respect to the distribution of a Special Payment, so long as no Indenture Event
of Default shall have occurred and be continuing under any Indenture, such
Investment Earnings multiplied by the Section 2.4 Fraction) shall be
deposited in the Collection Account (or, in the case of any Special
Distribution Date with respect to the distribution of a Special Payment, the
Special Payments Account) and 


 


36

















 


applied on such Interest Payment Date (or Special Distribution Date, as
the case may be) in accordance with Section 3.2 or 3.3 (as applicable). The
Subordination Agent shall deliver a written statement to Northwest and each
Liquidity Provider one day prior to each Interest Payment Date and Special
Distribution Date setting forth the aggregate amount of Investment Earnings
held in the Cash Collateral Accounts as of such date. In addition, from and
after the date funds are so deposited, the Subordination Agent shall make
withdrawals from such accounts as follows:


 


(i)                                     on
each Distribution Date, the Subordination Agent shall, to the extent it shall
not have received funds to pay accrued and unpaid interest due and owing on the
Class A Certificates (at the applicable Stated Interest Rate for the Class A
Certificates) after giving effect to the subordination provisions of this
Agreement, withdraw from the Class A Cash Collateral Account, and pay to
the Class A Trustee, an amount equal to the lesser of (x) an amount
necessary to pay accrued and unpaid interest (at the applicable Stated Interest
Rate for the Class A Certificates) on such Class A Certificates and
(y) the amount on deposit in the Class A Cash Collateral Account, in each
case excluding interest, if any, payable with respect to the Deposits relating
to the Class A Trust;


 


(ii)                                  on
each Distribution Date, the Subordination Agent shall, to the extent it shall
not have received funds to pay accrued and unpaid interest due and owing on the
Class B Certificates (at the Stated Interest Rate for the Class B
Certificates) after giving effect to the subordination provisions of this
Agreement, withdraw from the Class B Cash Collateral Account, and pay to
the Class B Trustee, an amount equal to the lesser of (x) an amount
necessary to pay accrued and unpaid interest (at the Stated Interest Rate for
the Class B Certificates) on such Class B Certificates and (y) the
amount on deposit in the Class B Cash Collateral Account, in each case
excluding interest, if any, payable with respect to the Deposits relating to
the Class B Trust;


 


(iii)                               on
each date on which the Pool Balance of the Class A Trust shall have been
reduced by payments made to the Class A Certificateholders pursuant to Section 3.2
hereof or pursuant to Section 2.3 of the Escrow and Paying Agent Agreement
for such Class, the Subordination Agent shall withdraw from the Class A
Cash Collateral Account such amount as is necessary so that, after giving
effect to the reduction of the Pool Balance on such date (and any reduction in
the amounts on deposit in the Class A Cash Collateral Account resulting
from a prior withdrawal of amounts on deposit in the Class A Cash
Collateral Account on such date) and any transfer of Investment Earnings from
such Cash Collateral Account to the Collection Account or the Special Payments
Account on such date, an amount equal to the sum of the Required Amount (with
respect to the Class A Liquidity Facility) plus (if on a Distribution Date
not coinciding with an Interest Payment Date) Investment Earnings on deposit in
such Cash Collateral Account (after giving effect to any such transfer of
Investment Earnings) will be on deposit in the Class A Cash Collateral
Account and shall first, pay such withdrawn amount to the Class A
Liquidity Provider until the Liquidity Obligations (with respect to the Class A
Certificates) owing to such Liquidity Provider shall have been paid in full,
and second, deposit any remaining withdrawn amount in the Collection Account;


 


37

















 


(iv)                              on
each date on which the Pool Balance of the Class B Trust shall have been
reduced by payments made to the Class B Certificateholders pursuant to Section 3.2
hereof or pursuant to Section 2.3 of the Escrow and Paying Agent Agreement
for such Class, the Subordination Agent shall withdraw from the Class B
Cash Collateral Account such amount as is necessary so that, after giving
effect to the reduction of the Pool Balance on such date (and any reduction in
the amounts on deposit in the Class B Cash Collateral Account resulting
from a prior withdrawal of amounts on deposit in the Class B Cash
Collateral Account on such date) and any transfer of Investment Earnings from
such Cash Collateral Account to the Collection Account or the Special Payments
Account on such date, an amount equal to the sum of the Required Amount (with
respect to the Class B Liquidity Facility) plus (if on a Distribution Date
not coinciding with an Interest Payment Date) Investment Earnings on deposit in
such Cash Collateral Account (after giving effect to any such transfer of
Investment Earnings) will be on deposit in the Class B Cash Collateral
Account and shall first, pay such withdrawn amount to the Class B
Liquidity Provider until the Liquidity Obligations (with respect to the Class B
Certificates) owing to such Liquidity Provider shall have been paid in full,
and second, deposit any remaining withdrawn amount in the Collection Account;


 


(v)                                 if
a Replacement Liquidity Facility for any Class of Certificates shall be
delivered to the Subordination Agent following the date on which funds have
been deposited into the Cash Collateral Account related to the Liquidity
Facility for such Class of Certificates, the Subordination Agent shall
withdraw all amounts on deposit in such Cash Collateral Account and shall pay
such amounts to the replaced Liquidity Provider until all Liquidity Obligations
owed to such Person shall have been paid in full, and shall deposit any
remaining amount in the Collection Account; and


 


(vi)                              following
the payment of Final Distributions with respect to any Class of
Certificates, on the date on which the Subordination Agent shall have been
notified by the Liquidity Provider for such Class of Certificates that the
Liquidity Obligations owed to such Liquidity Provider have been paid in full,
the Subordination Agent shall withdraw all amounts on deposit in the Cash
Collateral Account related to the Liquidity Facility in respect of such Class of
Certificates and shall deposit such amount in the Collection Account.


 


(g)                                 Reinstatement. With
respect to any Interest Drawing under the Liquidity Facility for any Trust,
upon the reimbursement of the applicable Liquidity Provider for all or any part
of the amount of such Interest Drawing, together with any accrued interest thereon,
the Available Amount of such Liquidity Facility shall be reinstated by an
amount equal to the amount of such Interest Drawing so reimbursed to the
applicable Liquidity Provider but not to exceed the Stated Amount for such
Liquidity Facility; provided, however, that such Liquidity
Facility shall not be so reinstated in part or in full at any time if (x) both
a Performing Note Deficiency exists and a Liquidity Event of Default shall have
occurred and be continuing with respect to the relevant Liquidity Facility or
(y) a Final Drawing, a Non-Extension Drawing, a Downgrade Drawing or a Special
Termination Drawing shall have occurred with respect to such Liquidity Facility
or an Interest Drawing shall have been converted into a Final Drawing. In the
event that, with respect to any particular Liquidity Facility, (i) funds
are withdrawn from any related Cash Collateral Account pursuant to clause (i) or
(ii) of Section 3.5(f) hereof or (ii) such 


 


38

















 


Liquidity Facility shall become a Downgraded Facility or a Non-Extended
Facility at a time when unreimbursed Interest Drawings under such Liquidity
Facility have reduced the Available Amount thereunder to zero, then funds
received by the Subordination Agent at any time other than (x) any time when a
Liquidity Event of Default shall have occurred and be continuing with respect
to such Liquidity Facility and a Performing Note Deficiency exists or (y) any
time after a Final Drawing shall have occurred with respect to such Liquidity
Facility or an Interest Drawing shall have been converted into a Final Drawing,
shall be deposited in such Cash Collateral Account as and to the extent
provided in clause “fourth” of Section 3.2 and applied in accordance with Section 3.5(f) hereof.


 


(h)                                 Reimbursement. The
amount of each drawing under the Liquidity Facilities shall be due and payable,
together with interest thereon, on the dates and at the rates, respectively,
provided in the Liquidity Facilities.


 


(i)                                     Final Drawing.
Upon receipt from a Liquidity Provider of a Termination Notice with respect to
any Liquidity Facility, the Subordination Agent shall, not later than the date
specified in such Termination Notice, in accordance with the terms of such
Liquidity Facility, request a drawing under such Liquidity Facility of all
available and undrawn amounts thereunder (a “Final Drawing”). Amounts
drawn pursuant to a Final Drawing shall be maintained and invested in
accordance with Section 3.5(f) hereof.


 


(j)                                     Adjustments of
Stated Amount. Promptly following each date on which the Required Amount of
the Liquidity Facility for a Class of Certificates is reduced as a result
of a reduction in the Pool Balance with respect to such Certificates or
otherwise, the Stated Amount of such Liquidity Facility shall automatically be
adjusted to an amount equal to the Required Amount with respect to such
Liquidity Facility (as calculated by the Subordination Agent after giving
effect to such payment).


 


(k)                                  Special
Termination Drawing. Upon receipt from any Liquidity Provider of a Special
Termination Notice with respect to its Liquidity Facility, the Subordination
Agent shall, not later than the date specified in such Special Termination
Notice, in accordance with the terms of such Liquidity Facility, request a drawing
under such Liquidity Facility of all available and undrawn amounts thereunder
(a “Special Termination Drawing”). Amounts drawn pursuant to a Special
Termination Drawing shall be maintained and invested in accordance with Section 3.5(f) hereof.


 


(l)                                     Relation to
Subordination Provisions. Interest Drawings under the Liquidity Facilities
and withdrawals from the Cash Collateral Accounts relating to such Liquidity
Facilities, in each case, in respect of interest on the Certificates of any
Class, will be distributed to the Trustee for such Class of Certificates,
notwithstanding Section 3.2 hereof.


 


(m)                               Assignment of
Liquidity Facility. The Subordination Agent agrees not to consent to the
assignment by any Liquidity Provider of any of its rights or obligations under
any Liquidity Facility or any interest therein, unless (i) Northwest shall
have consented to such assignment and (ii) each Rating Agency shall have
provided a Ratings Confirmation in respect of such assignment; provided,
that the Subordination Agent shall consent to such assignment if the conditions
in the foregoing clauses (i) and (ii) are satisfied, and the
foregoing is not intended to 


 


39

















 


and shall not be construed to limit the rights of the initial Liquidity
Provider under Section 3.5(e)(ii).


 


ARTICLE IV



EXERCISE OF REMEDIES


 


SECTION 4.1. Directions from the
Controlling Party. (a)  (i)  Following the occurrence and during
the continuation of an Indenture Event of Default under any Indenture, the
Controlling Party (except as otherwise provided in Section 2.6(d)) shall
direct the Subordination Agent, as the holder of Equipment Notes issued under
such Indenture, which in turn shall direct the Loan Trustee under such
Indenture, in the exercise of remedies available to the holder of such
Equipment Notes, including, without limitation, the ability to vote all such
Equipment Notes held by the Subordination Agent in favor of Accelerating such
Equipment Notes in accordance with the provisions of such Indenture. If the
Equipment Notes issued pursuant to any Indenture and held by the Subordination
Agent have been Accelerated following an Indenture Event of Default with
respect thereto, the Controlling Party may direct the Subordination Agent to
sell, assign, contract to sell or otherwise dispose of and deliver all (but not
less than all) of such Equipment Notes to any Person at public or private sale,
at any location at the option of the Controlling Party, all upon such terms and
conditions as it may reasonably deem advisable in accordance with applicable
law.


 


(ii)                                  Following the
occurrence and during the continuation of an Indenture Event of Default under
any Indenture, in the exercise of remedies pursuant to such Indenture, the Loan
Trustee under such Indenture may be directed to lease the related Aircraft to
any Person (including Northwest) so long as the Loan Trustee in doing so acts
in a “commercially reasonable” manner within the meaning of Article 9 of
the Uniform Commercial Code as in effect in any applicable jurisdiction
(including Sections 9-610 and 9-627 thereof).


 


(iii)                               Notwithstanding the
foregoing, so long as any Certificates remain Outstanding, during the period
ending on the date which is nine months after the earlier of (x) the
Acceleration of the Equipment Notes issued pursuant to any Indenture and (y)
the occurrence of a Northwest Bankruptcy Event, without the consent of each
Trustee, no Aircraft subject to the Lien of such Indenture or such Equipment
Notes may be sold if the net proceeds from such sale would be less than the
Minimum Sale Price for such Aircraft or such Equipment Notes.


 


(iv)                              Upon the occurrence and
continuation of an Indenture Event of Default under any Indenture, the
Subordination Agent will obtain three desktop appraisals from the Appraisers
selected by the Controlling Party setting forth the current market value,
current lease rate and distressed value (in each case, as defined by the
International Society of Transport Aircraft Trading or any successor
organization) of the Aircraft subject to such Indenture, in each case based on
an assumed half-time status of the Aircraft, without regard to actual
maintenance data with respect thereto (each such appraisal, an “Appraisal”  and the current market value appraisals
being referred to herein as the “Post-Default Appraisals”). For so long
as any Indenture Event of Default shall be continuing under any Indenture, and
without limiting the right of the Controlling Party to request more frequent
Appraisals, the Subordination Agent will obtain updated Appraisals on the date
that is 364 days from the date of the most recent Appraisal (or if a
Northwest Bankruptcy Event shall have occurred and is continuing, on the date
that 


 


40

















 


is 180 days from the date of the most recent Appraisal) and
shall post such Appraisals on DTC’s internet board bulletin or make such other
commercially reasonable efforts as the Subordination Agent may deem appropriate
to make such Appraisals available to all Certificateholders.


 


(b)                                 Following the
occurrence and during the continuance of an Indenture Event of Default under
any Indenture, the Controlling Party shall take such actions as it may
reasonably deem most effectual to complete the sale or other disposition of the
relevant Aircraft or Equipment Notes. In addition, in lieu of any sale,
assignment, contract to sell or other disposition, the Controlling Party may
maintain or cause the Subordination Agent to maintain possession of such
Equipment Notes and continue to apply monies received in respect of such
Equipment Notes in accordance with Article III hereof. In addition, in
lieu of such sale, assignment, contract to sell or other disposition, or in
lieu of such maintenance of possession, the Controlling Party may, subject to
the terms and conditions of the related Indenture, instruct the Loan Trustee
under such Indenture to foreclose on the Lien on the related Aircraft or to
take any other remedial action permitted under such Indenture or under any
applicable law.


 


(c)                                  If following a
Northwest Bankruptcy Event and during the pendency thereof, the Controlling
Party receives a proposal from or on behalf of Northwest to restructure the
financing of any one or more of the Aircraft, the Controlling Party shall
promptly thereafter give the Subordination Agent and each Trustee notice of the
material economic terms and conditions of such restructuring proposal whereupon
the Subordination Agent acting on behalf of each Trustee shall post such terms
and conditions of such restructuring proposal on DTC’s internet board bulletin
or make such other commercially reasonable efforts as the Subordination Agent
may deem appropriate to make such terms and conditions of such restructuring
proposal available to all Certificateholders. Thereafter, neither the
Subordination Agent nor any Trustee, whether acting on instructions of the
Controlling Party or otherwise, may, without the consent of each Trustee, enter
into any term sheet, stipulation or other agreement (a “Restructuring
Arrangement”) (whether in the form of an adequate protection stipulation, an
extension under Section 1110(b) or otherwise) to effect any such
restructuring proposal with or on behalf of Northwest unless and until the
material economic terms and conditions of such restructuring shall have been
made available to all Certificateholders for a period of not less than 15
calendar days (except that such requirement shall not apply to any such term
sheet, stipulation or other agreement that is entered into on or prior to the expiry
of the 60-Day Period and that is initially effective for a period not longer
than three months from the expiry of the 60-Day Period (an “Interim
Restructuring Arrangement”)). The foregoing provisions of this Section 4.1(c) shall
(i) not apply to any extension of a Restructuring Arrangement with respect
to which such provisions have been complied with in connection with the
original entry of such Restructuring Arrangement, if the possibility of such
extension has been disclosed in satisfaction of the requirements of such
provisions and such extension shall not amend or modify any of the other terms
and conditions of such Restructuring Arrangement and (ii) apply to the
initial extension of an Interim Restructuring Arrangement beyond the three
months following the expiry of the 60-Day Period but not to any subsequent
extension of such Interim Restructuring Arrangement, if the possibility of such
subsequent extension has been disclosed in satisfaction of the requirements of
such provisions and such subsequent extension shall not amend or modify any of
the other terms and conditions of such Interim Restructuring Arrangement. In
the event that any Certificateholder gives irrevocable notice of the exercise
of (i) its right to purchase any Equipment Notes pursuant to Section 2.7
hereof or (ii) its right to purchase all (but not less than 


 


41

















 


all) of the Class of Certificates represented by the then
Controlling Party pursuant to the applicable Trust Agreement, in either case,
prior to the expiry of the 15-day notice period specified above, such
Controlling Party may not direct the Subordination Agent or any Trustee to
enter into (i) in the case of such purchase of Equipment Notes, any such
restructuring proposal with respect to the Aircraft related to such Equipment
Notes, or (ii) in the case of such purchase of Certificates, any such
restructuring proposal with respect to any of the Aircraft, in either case,
unless and until such Certificateholder shall fail to purchase such Equipment
Notes or Class of Certificates, as applicable, on the date that it is
required to make such purchase.


 


SECTION 4.2. Remedies Cumulative.
Each and every right, power and remedy given to the Trustees, the Liquidity
Providers, the Controlling Party or the Subordination Agent specifically or
otherwise in this Agreement shall be cumulative and shall be in addition to
every other right, power and remedy herein specifically given or 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,
subject always to the terms and conditions hereof, be exercised from time to
time and as often and in such order as may be deemed expedient by any Trustee, any
Liquidity Provider, the Controlling Party or the Subordination Agent, as
appropriate, and the exercise or the beginning of the exercise of any power or
remedy shall not be construed to be a waiver of the right to exercise at the
same time or thereafter any other right, power or remedy. No delay or omission
by any Trustee, any Liquidity Provider, the Controlling Party or the
Subordination Agent in the exercise of any right, remedy or power or in the
pursuit of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default or to be an acquiescence therein.


 


SECTION 4.3. Discontinuance of
Proceedings. In case any party to this Agreement (including the Controlling
Party in such capacity) shall have instituted any Proceeding to enforce any
right, power or remedy under this Agreement by foreclosure, entry or otherwise,
and such Proceeding shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Person instituting such Proceeding,
then and in every such case each such party shall, subject to any determination
in such Proceeding, be restored to its former position and rights hereunder,
and all rights, remedies and powers of such party shall continue as if no such
Proceeding had been instituted.


 


SECTION 4.4. Right of
Certificateholders and the Liquidity Providers to Receive Payments Not to Be
Impaired. Anything in this Agreement to the contrary notwithstanding, but
subject to each Trust Agreement, the right of any Certificateholder or any
Liquidity Provider, respectively, to receive payments hereunder (including
without limitation pursuant to Section 3.2 hereof) when due, or to
institute suit for the enforcement of any such payment on or after the
applicable Distribution Date, shall not be impaired or affected without the
consent of such Certificateholder or such Liquidity Provider, respectively.


 


SECTION 4.5. Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Agreement or
in any suit against any Controlling Party or the Subordination Agent for any
action taken or omitted by it as Controlling Party or Subordination Agent, as
the case may be, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in 


 


42

















 


the suit, having due regard to the merits and good faith of the claims
or defenses made by the party litigant. The provisions of this Section do
not apply to a suit instituted by the Subordination Agent, a Liquidity Provider
or a Trustee or a suit by Certificateholders holding more than 10% of the
original principal amount of any Class of Certificates.


 


ARTICLE V



DUTIES OF THE SUBORDINATION AGENT;

AGREEMENTS OF TRUSTEES, ETC.


 


SECTION 5.1. Notice of Indenture
Event of Default or Triggering Event. (a)  In the event the
Subordination Agent shall have actual knowledge of the occurrence of an
Indenture Event of Default or a Triggering Event, as promptly as practicable,
and in any event within 10 days after obtaining knowledge thereof, the
Subordination Agent shall transmit by mail or courier to the Rating Agencies,
the Liquidity Providers and the Trustees notice of such Indenture Event of
Default or Triggering Event, unless such Indenture Event of Default or
Triggering Event shall have been cured or waived. For all purposes of this
Agreement, in the absence of actual knowledge on the part of a Responsible
Officer, the Subordination Agent shall not be deemed to have knowledge of any
Indenture Event of Default or Triggering Event unless notified in writing by
one or more Trustees, one or more of the Liquidity Providers or one or more
Certificateholders.


 


(b)                                 Other Notices. The
Subordination Agent will furnish to each Liquidity Provider and each Trustee,
promptly upon receipt thereof, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and other instruments
furnished to the Subordination Agent as registered holder of the Equipment
Notes or otherwise in its capacity as Subordination Agent to the extent the
same shall not have been otherwise directly distributed to such Liquidity
Provider or Trustee, as applicable, pursuant to the express provision of any
other Operative Agreement.


 


(c)                                  Securities
Position. Upon the occurrence of an Indenture Event of Default, the
Subordination Agent shall instruct the Trustees to, and the Trustees shall,
request that DTC post on its Internet bulletin board a securities position
listing setting forth the names of all the parties reflected on DTC’s books as
holding interests in the Certificates.


 


(d)                                 Reports. Promptly
after the occurrence of a Triggering Event or an Indenture Event of Default
resulting from the failure of Northwest to make payments on any Equipment Note
and on every Regular Distribution Date while the Triggering Event or such
Indenture Event of Default shall be continuing, the Subordination Agent will
provide to the Trustee, Liquidity Providers, the Rating Agencies and Northwest
a statement setting forth the following information:


 


(i)                                     after a Northwest
Bankruptcy Event, with respect to each Aircraft, whether such Aircraft is (A) subject
to the 60-day period of Section 1110 of the Bankruptcy Code, (B) subject
to an election by Northwest under Section 1110(a) of the Bankruptcy
Code, (C) covered by an agreement contemplated by Section 1110(b) of
the Bankruptcy Code or (D) not subject to any of (A), (B) or (C);


 


43
















 


(ii)                                  to the best of the
Subordination Agent’s knowledge, after requesting such information from
Northwest, (A) whether the Aircraft are currently in service or parked in
storage, (B) the maintenance status of the Aircraft and (C) the
location of the Engines (as defined in the Indentures);


 


(iii)                               the current Pool Balance
of the Certificates, the Preferred B Pool Balance and outstanding principal
amount of all Equipment Notes;


 


(iv)                              the expected amount of
interest which will have accrued on the Equipment Notes and on the Certificates
as of the next Regular Distribution Date;


 


(v)                                 the amounts paid to
each Person on such Distribution Date pursuant to this Agreement;


 


(vi)                              details of the amounts
paid on such Distribution Date identified by reference to the relevant
provision of this Agreement and the source of payment (by Aircraft and party);


 


(vii)                           if the Subordination Agent
has made a Final Drawing under any Liquidity Facility;


 


(viii)                        the amounts currently owed to
each Liquidity Provider;


 


(ix)                                the amounts drawn under
each Liquidity Facility; and


 


(x)                                   after a Northwest
Bankruptcy Event, any operational reports filed by Northwest with the
bankruptcy court which are available to the Subordination Agent on a
non-confidential basis.


 


SECTION 5.2. Indemnification. The
Subordination Agent shall not be required to take any action or refrain from
taking any action under Section 5.1 (other than the first sentence
thereof) or Article IV hereof unless the Subordination Agent shall have
been indemnified (to the extent and in the manner reasonably satisfactory to
the Subordination Agent) against any liability, cost or expense (including
counsel fees and expenses) which may be incurred in connection therewith. The
Subordination Agent shall not be under any obligation to take any action under
this Agreement and nothing contained in this Agreement shall require the
Subordination Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. The Subordination Agent shall not
be required to take any action under Section 5.1 (other than the first
sentence thereof) or Article IV hereof, nor shall any other provision of
this Agreement be deemed to impose a duty on the Subordination Agent to take
any action, if the Subordination Agent shall have been advised by counsel that
such action is contrary to the terms hereof or is otherwise contrary to law.


 


SECTION 5.3. No Duties Except as
Specified in Intercreditor Agreement. The Subordination Agent shall not
have any duty or obligation to take or refrain from taking any 


 


44

















 


action under, or in connection with, this Agreement, except as
expressly provided by the terms of this Agreement; and no implied duties or
obligations shall be read into this Agreement against the Subordination Agent. The
Subordination Agent agrees that it will, in its individual capacity and at its
own cost and expense (but without any right of indemnity in respect of any such
cost or expense under Section 5.2 or 7.1 hereof) promptly take such action
as may be necessary to duly discharge all Liens on any of the Trust Accounts or
any monies deposited therein which result from claims against it in its
individual capacity not related to its activities hereunder or from a breach of
its obligations that constitute willful misconduct or gross negligence
hereunder or any other Operative Agreement.


 


SECTION 5.4. Notice from the
Liquidity Providers and Trustees. If a Responsible Officer of any Liquidity
Provider or Trustee has actual notice of an Indenture Default or a Triggering
Event, such Person shall promptly use its best efforts to give notice thereof
to all other Liquidity Providers and Trustees and to the Subordination Agent, provided,
however, that no such Person shall have any liability hereunder as a
result of its failure to deliver any such notice.


 


ARTICLE VI



THE SUBORDINATION AGENT


 


SECTION 6.1. Authorization;
Acceptance of Trusts and Duties. Each of the Class A Trustee and the Class B
Trustee hereby designates and appoints the Subordination Agent as the agent and
trustee of such Trustee under the applicable Liquidity Facility and authorizes
the Subordination Agent to enter into the applicable Liquidity Facility as
agent and trustee for such Trustee. Each of the Liquidity Providers and the
Trustees hereby designates and appoints the Subordination Agent as the
Subordination Agent under this Agreement. U.S. Bank National Association hereby
accepts the duties hereby created and applicable to it as the Subordination
Agent and agrees to perform the same but only upon the terms of this Agreement
and agrees to receive and disburse all monies received by it in accordance with
the terms hereof. The Subordination Agent shall not be answerable or
accountable under any circumstances, except (a) for its own willful
misconduct or gross negligence or, with respect to the handling or transfer of
funds; ordinary negligence, (b) as provided in Section 2.2 or 5.3
hereof and (c) for liabilities that may result from the material
inaccuracy of any representation or warranty of the Subordination Agent made in
its individual capacity in any Operative Agreement. The Subordination Agent
shall not be liable for any error of judgment made in good faith by a
Responsible Officer of the Subordination Agent, unless it is proved that the
Subordination Agent was negligent in ascertaining the pertinent facts.


 


SECTION 6.2. Absence of Duties. The
Subordination Agent shall have no duty to see to any recording or filing of
this Agreement or any other document, or to see to the maintenance of any such
recording or filing.


 


SECTION 6.3. No Representations or
Warranties as to Documents. The Subordination Agent in its individual
capacity does not make nor shall be deemed to have made any representation or
warranty as to the validity, legality or enforceability of this Agreement or
any other Operative Agreement or as to the correctness of any statement
contained in any thereof, except for the representations and warranties of the
Subordination Agent, made in its 


 


45

















 


individual capacity, under any Operative Agreement to which it is a
party. The Certificateholders, the Trustees and the Liquidity Providers make no
representation or warranty hereunder whatsoever.


 


SECTION 6.4. No Segregation of Monies;
No Interest. Any monies paid to or retained by the Subordination Agent
pursuant to any provision hereof and not then required to be distributed to any
Trustee or any Liquidity Provider as provided in Articles II and III hereof or
deposited into one or more Trust Accounts need not be segregated in any manner
except to the extent required by such Articles II and III and by law, and the
Subordination Agent shall not (except as otherwise provided in Section 2.2
hereof) be liable for any interest thereon; provided, however,
that any payments received or applied hereunder by the Subordination Agent
shall be accounted for by the Subordination Agent so that any portion thereof
paid or applied pursuant hereto shall be identifiable as to the source thereof.


 


SECTION 6.5. Reliance; Agents; Advice
of Counsel. The Subordination Agent shall not incur liability to anyone in
acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or
parties. As to the Pool Balance of any Trust as of any date, the Subordination
Agent may for all purposes hereof rely on a certificate signed by any
Responsible Officer of the applicable Trustee, and such certificate shall
constitute full protection to the Subordination Agent for any action taken or
omitted to be taken by it in good faith in reliance thereon. As to any fact or
matter relating to the Liquidity Providers or the Trustees the manner of
ascertainment of which is not specifically described herein, the Subordination
Agent may for all purposes hereof rely on a certificate, signed by any
Responsible Officer of the applicable Liquidity Provider or Trustee, as the
case may be, as to such fact or matter, and such certificate shall constitute
full protection to the Subordination Agent for any action taken or omitted to
be taken by it in good faith in reliance thereon. The Subordination Agent shall
assume, and shall be fully protected in assuming, that each of the Liquidity
Providers and each of the Trustees are authorized to enter into this Agreement
and to take all action to be taken by them pursuant to the provisions hereof,
and shall not inquire into the authorization of each of the Liquidity Providers
and the Trustees with respect thereto. In the administration of the trusts
hereunder, the Subordination Agent may execute any of the trusts or powers
hereof and perform its powers and duties hereunder directly or through agents
or attorneys and may consult with counsel, accountants and other skilled
persons to be selected and retained by it, and the Subordination Agent shall
not be liable for the acts or omissions of any agent appointed with due care or
for anything done, suffered or omitted in good faith by it in accordance with
the advice or written opinion of any such counsel, accountants or other skilled
persons.


 


SECTION 6.6. Capacity in Which Acting.
The Subordination Agent acts hereunder solely as agent and trustee herein and
not in its individual capacity, except as otherwise expressly provided in the
Operative Agreements.


 


SECTION 6.7. Compensation. The
Subordination Agent shall be entitled to reasonable compensation, including
expenses and disbursements, except (a) with respect to any Unindemnified
Taxes incurred by the Subordination Agent in connection with the transactions
contemplated by this Agreement and (b) for any fees, expenses and
distributions to which it shall 


 


46

















 


not be entitled pursuant to the provisions of Section 4.1(a)(iv) hereof,
for all services rendered hereunder and shall have a priority claim to the
extent set forth in Article III hereof on all monies collected hereunder
for the payment of such compensation (other than Unindemnified Taxes), to the
extent that such compensation shall not be paid by others. The Subordination
Agent agrees that it shall have no right against any Trustee or Liquidity
Provider for any fee as compensation for its services as agent under this
Agreement. The provisions of this Section 6.7 shall survive the
termination of this Agreement.


 


SECTION 6.8. May Become
Certificateholder. The institution acting as Subordination Agent hereunder
may become a Certificateholder and have all rights and benefits of a
Certificateholder to the same extent as if it were not the institution acting
as the Subordination Agent.


 


SECTION 6.9. Subordination Agent
Required; Eligibility. There shall at all times be a Subordination Agent
hereunder which shall be a bank, trust company, corporation or other financial
institution organized and doing business under the laws of the United States of
America or of any State or the District of Columbia having a combined capital
and surplus of at least $100,000,000 (or the obligations of which, whether now
in existence or hereafter incurred, are fully and unconditionally guaranteed by
a corporation organized and doing business under the laws of the United States,
any State thereof or of the District of Columbia and having a combined capital
and surplus of at least $100,000,000), if there is such an institution willing
and able to perform the duties of the Subordination Agent hereunder upon
reasonable or customary terms. Such Person shall be a citizen of the United States
and shall be authorized under the laws of the United States or any State
thereof or of the District of Columbia to exercise corporate trust powers and
shall be subject to supervision or examination by federal, state or District of
Columbia authorities. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of any of the aforesaid
supervising or examining authorities, then, for the purposes of this Section 6.9,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.


 


In case at any time the Subordination Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Subordination Agent shall resign immediately in the manner and with the
effect specified in Section 8.1.


 


SECTION 6.10. Money to Be Held in
Trust. All Equipment Notes, monies and other property deposited with or
held by the Subordination Agent pursuant to this Agreement shall be held in
trust for the benefit of the parties entitled to such Equipment Notes, monies
and other property. All such Equipment Notes, monies or other property shall be
held in the Trust Department of the institution acting as Subordination Agent
hereunder.


 


ARTICLE VII



INDEMNIFICATION OF SUBORDINATION AGENT


 


SECTION 7.1. Scope of Indemnification.
The Subordination Agent shall be indemnified hereunder to the extent and in the
manner described in Section 7(c) of the 


 


47

















 


Participation Agreements and Section 7 of the Note Purchase
Agreement. The indemnities contained in such Sections shall survive the
termination of this Agreement.


 


ARTICLE VIII



SUCCESSOR SUBORDINATION AGENT


 


SECTION 8.1. Replacement of
Subordination Agent; Appointment of Successor. The Subordination Agent may
resign at any time by so notifying the Trustees and the Liquidity Providers. The
Liquidity Provider or the Controlling Party may remove the Subordination Agent
for cause by so notifying the Subordination Agent and may appoint a successor
Subordination Agent. The Controlling Party shall remove the Subordination Agent
if:


 


(1)                                  the
Subordination Agent fails to comply with Section 6.9 hereof;


 


(2)                                  the
Subordination Agent is adjudged bankrupt or insolvent;


 


(3)                                  a
receiver or other public officer takes charge of the Subordination Agent or its
property; or


 


(4)                                  the
Subordination Agent otherwise becomes incapable of acting.


 


If the Subordination Agent resigns or is
removed or if a vacancy exists in the office of Subordination Agent for any
reason (the Subordination Agent in such event being referred to herein as the
retiring Subordination Agent), the Controlling Party in consultation with
Northwest shall promptly appoint a successor Subordination Agent.


 


Any corporation into which the Subordination
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Subordination Agent shall be a party, or any corporation to which substantially
all the corporate trust business of the Subordination Agent may be transferred,
shall, subject to the terms of Section 6.9 hereof, be the Subordination
Agent hereunder and under the other Operative Agreements to which the
Subordination Agent is a party without further act, except that such Person
shall give prompt subsequent notice of such transaction to the Liquidity
Provider and each Trustee.


 


A successor Subordination Agent shall deliver
(x) a written acceptance of its appointment as Subordination Agent hereunder to
the retiring Subordination Agent and (y) a written assumption of its
obligations hereunder and under each Liquidity Facility to each party hereto,
upon which the resignation or removal of the retiring Subordination Agent shall
become effective, and the successor Subordination Agent shall have all the
rights, powers and duties of the Subordination Agent under this Agreement. The
successor Subordination Agent shall send a notice of its succession to the
Liquidity Providers and the Trustees. The retiring Subordination Agent shall
promptly transfer its rights under each of the Liquidity Facilities and all of
the property held by it as Subordination Agent to the successor Subordination
Agent.


 


If a successor Subordination Agent does not
take office within 60 days after the retiring Subordination Agent resigns or is
removed, the retiring Subordination Agent or one or 


 


48

















 


more of the Trustees may petition any court of competent jurisdiction
for the appointment of a successor Subordination Agent.


 


If the Subordination Agent fails to comply
with Section 6.9 hereof (to the extent applicable), one or more of the
Trustees or one or more of the Liquidity Providers or Northwest may petition
any court of competent jurisdiction for the removal of the Subordination Agent
and the appointment of a successor Subordination Agent.


 


Notwithstanding the foregoing, no resignation
or removal of the Subordination Agent shall be effective unless and until a
successor has been appointed. No appointment of a successor Subordination Agent
shall be effective unless and until the Rating Agencies shall have delivered a
Ratings Confirmation.


 


ARTICLE IX



SUPPLEMENTS AND AMENDMENTS


 


SECTION 9.1. Amendments, Waivers, Etc.
(a)  This Agreement may not be supplemented, amended or modified
without the consent of each Trustee (acting, except in the case of any
amendment pursuant to Section 3.5(e)(v)(y) hereof with respect to any
Replacement Liquidity Facility or any amendment contemplated by the last
sentence of this Section 9.1(a), with the consent of holders of
Certificates of the related Class evidencing interests in the related
Trust aggregating not less than a majority in interest in such Trust or as
otherwise authorized pursuant to the relevant Trust Agreement), the
Subordination Agent and each Liquidity Provider; provided, however,
that this Agreement may be supplemented, amended or modified without the
consent of any Trustee or any Liquidity Provider if such supplement, amendment
or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof
or (ii) cures an ambiguity or inconsistency or does not materially
adversely affect such Trustee or the holders of the related Class of
Certificates or any Liquidity Provider; provided  further, however,
that, if such supplement, amendment or modification (A) would (x) directly
or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b),
Section 2.4, Section 3.2, Section 3.5(e), Section 3.5(f)(other
than the last sentence thereof), Section 3.5(l), the last sentence of this
Section 9.1(a), Section 9.1(c), Section 9.1(d), the second
sentence of Section 10.6 or this proviso (collectively, the “Northwest
Provisions”) or (y) otherwise adversely affect the interests of a potential
Replacement Liquidity Provider or of Northwest with respect to its ability to
replace any Liquidity Facility or with respect to its payment obligations under
any Operative Agreement or (B) is made pursuant to the last sentence of
this Section 9.1(a) or pursuant to Section 9.1(c) or Section 9.1(d),
then such supplement, amendment or modification shall not be effective without
the additional written consent of Northwest. Notwithstanding the foregoing, without
the consent of each Certificateholder and each Liquidity Provider, no
supplement, amendment or modification of this Agreement may (i) reduce the
percentage of the interest in any Trust evidenced by the Certificates issued by
such Trust necessary to consent to modify or amend any provision of this
Agreement or to waive compliance therewith or (ii) except as provided in
this Section 9.1(a), Section 9.1(c) or Section 9.1(d),
modify Section 2.4 or 3.2 hereof, relating to the distribution of monies
received by the Subordination Agent hereunder from the Equipment Notes or
pursuant to the Liquidity Facilities. Nothing contained in this Section shall
require the consent of a Trustee at any time following the payment of Final
Distributions with respect to the 


 


49

















 


related Class of Certificates. If the Replacement Liquidity
Facility for any Liquidity Facility in accordance with Section 3.5(e) hereof
is to be comprised of more than one instrument as contemplated by the
definition of the term “Replacement Liquidity Facility”, then each of the
parties hereto agrees to amend this Agreement to incorporate appropriate
mechanics for multiple Liquidity Facilities for an individual Trust.


 


(b)                                 In the event that the
Subordination Agent, as the registered holder of any Equipment Notes, receives
a request for its consent to any amendment, supplement, modification, consent
or waiver under such Equipment Notes, the Indenture pursuant to which such
Equipment Notes were issued, or the related Participation Agreement or other
related document, (i) if no Indenture Event of Default shall have occurred
and be continuing with respect to such Indenture, the Subordination Agent shall
request directions with respect to each Series of such Equipment Notes
from the Trustee of the Trust which holds such Equipment Notes and shall vote
or consent in accordance with the directions of such Trustee, and (ii) if
any Indenture Event of Default shall have occurred and be continuing with
respect to such Indenture, the Subordination Agent will exercise its voting
rights with respect to such Equipment Notes as directed by the Controlling
Party (subject to Sections 4.1 and 4.4 hereof); provided that no such
amendment, modification or waiver shall, without the consent of each Liquidity
Provider and each affected Certificateholder holding Certificates representing
a Fractional Undivided Interest in the Equipment Notes under the applicable
Indenture held by the Subordination Agent, reduce the amount of principal or
interest payable by Northwest under any Equipment Note, change the time of
payments or method of calculation of any amount under any Equipment Note.


 


(c)                                  If Series B
Equipment Notes (or any series of Additional Equipment Notes) issued with
respect to all of the Aircraft are redeemed and re-issued in accordance with
the terms of Section 2.11(b) of each Indenture and Section 5(a)(i) of
the Note Purchase Agreement, such series of re-issued Equipment Notes (the “Refinancing
Equipment Notes”) shall be issued to a new pass through trust (a “Refinancing
Trust”) that issues a class of pass through certificates (the “Refinancing
Certificates”) to certificateholders (the “Refinancing
Certificateholders”) pursuant to a pass through trust agreement (a “Refinancing
Trust Agreement”) with a trustee (a “Refinancing Trustee”). A
Refinancing Trust, a Refinancing Trustee and the Refinancing Certificates shall
be subject to all of the provisions of this Agreement in the same manner as the
Trust, the Trustee and the Certificates of the Class corresponding to the
series of the refinanced Equipment Notes, including, the subordination of the
Refinancing Certificates to the Administration Expenses, the Liquidity
Obligations, the Class A Certificates and, if applicable, the Class B
Certificates. Such issuance of Refinancing Equipment Notes and Refinancing
Certificates and the amendment of this Agreement as provided below shall
require Ratings Confirmation and shall not materially adversely affect any of
the Trustees. This Agreement shall be amended by written agreement of the
parties hereto to give effect to the issuance of the Refinancing Certificates
subject to the following terms and conditions:


 


(i)                                     the
Refinancing Trustee shall be added as a party to this Agreement;


 


(ii)                                  the
definitions of “Certificate”, “Class”, “Class B Certificates” (if
applicable), “Final Legal Distribution Date”, “Trust”, “Trust Agreement” and “Controlling
Party” (and such other applicable definitions) shall be revised, as 


 


50

















 


appropriate, to reflect such issuance (and
the subordination of the Refinancing Certificates and the Refinancing Equipment
Notes);


 


(iii)                               the
Refinancing Certificates may have the benefit of credit support similar to the
Liquidity Facilities and claims for fees, interest, expenses, reimbursement of
advances and other obligations arising from such credit support may rank pari
passu with similar claims in respect of the Liquidity Facilities so long as
Ratings Confirmation and the prior written consent of the Liquidity Providers
shall have been obtained;


 


(iv)                              the
Refinancing Certificates cannot be issued to Northwest but may be issued to any
of Northwest’s Affiliates so long as such Affiliate shall have bankruptcy
remote and special purpose provisions in its certificate of incorporation or
other organizational documents and any subsequent transfer of the Refinancing
Certificates to any Affiliate of Northwest shall be similarly restricted; and


 


(v)                                 the
scheduled payment dates on the Refinancing Equipment Notes shall be on the
Regular Distribution Dates.


 


The issuance of the Refinancing Certificates
in compliance with all of the foregoing terms of this Section 9.1(c) shall
not require the consent of any of the Trustees or the holders of any Class of
Certificates. Each of the Liquidity Providers hereby agrees and confirms that
it shall be deemed to consent to any issuance and amendment in accordance with
this Section 9.1(c) (subject to the Liquidity Providers’ consent
right in Section 9.1(c)(iii)) and any such issuance and amendment shall
not affect any of its respective obligations under the Liquidity Facilities.


 


(d)                                 Pursuant to the terms
of Section 2.02 of each Indenture and Section 5(a)(i) of the
Note Purchase Agreement, one or more additional series of Equipment Notes (the “Additional
Equipment Notes”), which shall be subordinated in right of payment to the Series A
Equipment Notes and the Series B Equipment Notes under such Indenture, may
be issued at any time and from time to time. If any series of Additional
Equipment Notes is issued under any Indenture, such series of Additional
Equipment Notes shall be issued to a new pass through trust (an “Additional
Trust”) that issues a class of pass through certificates (the “Additional
Certificates”) to certificateholders (the “Additional Certificateholders”)
pursuant to a pass through trust agreement (an “Additional Trust Agreement”)
with a trustee (an “Additional Trustee”). In such case, this Agreement
shall be amended by written agreement of the parties hereto to provide for the
subordination of the Additional Certificates to the Administration Expenses,
the Liquidity Obligations, the Class A Certificates and the Class B
Certificates and, if applicable, any previously issued class (or classes) of
Additional Certificates (in order of their issuance) (subject to clause (iii) below).
Such issuance and the amendment of this Agreement as provided below shall
require Ratings Confirmation and shall not materially adversely affect any of
the Trustees. This Agreement shall be amended by written agreement of the
parties hereto to give effect to the issuance of any Additional Certificates
subject to the following terms and conditions:


 


(i)                                     the Additional
Trustee shall be added as a party to this Agreement;


 


51

















 


(ii)                                  the definitions of “Certificate”,
“Class”, “Equipment Notes”, “Final Legal Distribution Date”, “Trust”, “Trust
Agreement” and “Controlling Party” (and such other applicable definitions)
shall be revised, as appropriate, to reflect the issuance of the Additional
Certificates (and the subordination thereof);


 


(iii)                               Section 3.2 may be
revised, with respect to each Class of Additional Certificates, to provide
for the distribution of “Adjusted Interest” for such Class of Additional
Certificates (calculated in a manner substantially similar to the calculation
of Class B Adjusted Interest) after the Class B Adjusted Interest but
before Expected Distributions on the Class A Certificates (it being
understood that the Rating Agencies, in connection with providing a Ratings
Confirmation, may require that such class of Additional Certificates be rated);


 


(iv)                              the Additional
Certificates may have the benefit of credit support similar to the Liquidity
Facilities and claims for fees, interest, expenses, reimbursement of advances
and other obligations arising from such credit support may rank pari passu with
similar claims in respect of the Liquidity Facilities so long as Ratings
Confirmation and the prior written consent of the Liquidity Providers shall
have been obtained;


 


(v)                                 the Additional
Certificates cannot be issued to Northwest but may be issued to any of
Northwest’s Affiliates so long as such Affiliate shall have bankruptcy remote
and special purpose provisions in its certificate of incorporation or other
organizational documents and any subsequent transfer of the Additional
Certificates to any Affiliate of Northwest shall be similarly restricted;


 


(vi)                              the provisions of this
Agreement governing payments with respect to Certificates and related notices,
including Sections 2.4, 3.1 and 3.2, shall be revised to provide for
distributions on such class of the Additional Certificates after payment of
Administration Expenses, the Liquidity Obligations, the Class A Certificates
and the Class B Certificates (and, if applicable, any previously issued
class (or classes) of Additional Certificates (in order of their issuance)),
subject to clause (iii) above; and


 


(vii)                           the scheduled payment dates
on such series of Additional Equipment Notes shall be on the Regular
Distribution Dates.


 


The issuance of the Additional Certificates
in compliance with all of the foregoing terms of this Section 9.1(d) shall
not require the consent of any of the Trustees or the holders of any Class of
Certificates. Each of the Liquidity Providers hereby agrees and confirms that
it shall be deemed to consent to any issuance and amendment in accordance with
this Section 9.1(d) (subject to the Liquidity Providers’ consent
right in Section 9.1(d)(iv)) and any such issuance and amendment shall not
affect any of its respective obligations under the Liquidity Facilities.


 


SECTION 9.2. Subordination Agent
Protected. If, in the reasonable opinion of the institution acting as the
Subordination Agent hereunder, any document required to be executed pursuant to
the terms of Section 9.1 affects any right, duty, immunity or indemnity
with respect to it under this Agreement or any Liquidity Facility, the
Subordination Agent may in its discretion decline to execute such document.


 


52

















 


SECTION 9.3. Effect of Supplemental
Agreements. Upon the execution of any amendment or supplement hereto
pursuant to the provisions hereof, this Agreement shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Agreement
of the parties hereto and beneficiaries hereof shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
agreement shall be and be deemed to be part of the terms and conditions of this
Agreement for any and all purposes. In executing or accepting any supplemental
agreement permitted by this Article IX, the Subordination Agent shall be
entitled to receive, and shall be fully protected in relying upon, an opinion
of counsel stating that the execution of such supplemental agreement is
authorized or permitted by this Agreement.


 


SECTION 9.4. Notice to Rating
Agencies. Promptly following its receipt of each amendment, consent,
modification, supplement or waiver contemplated by this Article IX,
the Subordination Agent shall send a copy thereof to each Rating Agency.


 


ARTICLE X



MISCELLANEOUS


 


SECTION 10.1. Termination of
Intercreditor Agreement. Following payment of Final Distributions with
respect to each Class of Certificates and the payment in full of all
Liquidity Obligations to the Liquidity Providers and provided that there
shall then be no other amounts due to the Certificateholders, the Trustees, the
Liquidity Providers and the Subordination Agent hereunder or under the Trust
Agreements, and that the commitment of the Liquidity Providers under the
Liquidity Facilities shall have expired or been terminated, this Agreement and
the trusts created hereby shall terminate and this Agreement shall be of no
further force or effect. Except as aforesaid or otherwise provided, this
Agreement and the trusts created hereby shall continue in full force and effect
in accordance with the terms hereof.


 


SECTION 10.2. Intercreditor Agreement
for Benefit of Trustees, Liquidity Providers and Subordination Agent. Subject
to the second sentence of Section 10.6 and the provisions of
Sections 4.4 and 9.1, nothing in this Agreement, whether express or
implied, shall be construed to give to any Person other than the Trustees, the
Liquidity Providers and the Subordination Agent any legal or equitable right,
remedy or claim under or in respect of this Agreement.


 


SECTION 10.3. Notices. Unless
otherwise expressly specified or permitted by the terms hereof, all notices,
requests, demands, authorizations, directions, consents, waivers or documents
provided or permitted by this Agreement to be made, given, furnished or filed
shall be in writing, mailed by certified mail, postage prepaid, or by confirmed
telecopy and


 


(i)                                     if
to the Subordination Agent, addressed to at its office at:


 


U.S. Bank National Association


1 Federal St., 3rd Fl.,


 


53

















 


Boston, MA 02110 

Telephone:                                    (617)
603-6566


Facsimile:                                            (617)
603-6665


 


(ii)                                  if to the Trustee,
addressed to it at its office at:


 


U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor


Mail Code
EX-DE-WDAW


Wilmington,
Delaware 19801


Attention:                                         Corporate
Trust Services


Ref.:                                                                        Northwest
2007-1 EETC


Telephone:                                    (302) 576-3703


Facsimile:                                            (302)
576-3717


 


(iii)                               if to the Liquidity
Provider, addressed to it at its office at:


 


Calyon acting through its New York branch


Address:


Calyon Building


1301 Avenue of the Americas


New York, NY 10019


Attention: Jaikissoon Sanichar, Client
Banking Services


Telephone: 212-261-7644


Fax: 917-849-5580


 


With a copy of any Notice of Borrowing to:


 


Calyon acting through its New York branch


Address:


Calyon Building


1301 Avenue of the Americas


New York, NY 10019


Attention: Angel Naranjo, Transportation
Group


Telephone: 212-261-7876


Fax: 212-261-7368


 


Whenever any notice in writing is required to be given by any Trustee,
Liquidity Provider or the Subordination Agent to any of the other of them, such
notice shall be deemed given and such requirement satisfied when such notice is
received, if such notice is mailed by certified mail, postage prepaid or by
courier service or if such notice is sent by confirmed telecopy addressed as
provided above. Any party hereto may change the address to which notices to
such party will be sent by giving notice of such change to the other parties to
this Agreement.


 


SECTION 10.4. Severability. 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 


 


54

















 


hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 10.5. No Oral Modifications
or Continuing Waivers. No terms or provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party or other Person against whom enforcement of the
change, waiver, discharge or termination is sought and any other party or other
Person whose consent is required pursuant to this Agreement and any waiver of
the terms hereof shall be effective only in the specific instance and for the
specific purpose given.


 


SECTION 10.6. Successors and Assigns.
All covenants and agreements contained herein shall be binding upon, and inure
to the benefit of, each of the parties hereto and the successors and assigns of
each, all as herein provided. In addition, the Northwest Provisions shall inure
to the benefit of Northwest and its successors and assigns, and (without
limitation of the foregoing) Northwest is hereby constituted, and agreed to be,
an express third party beneficiary of the Northwest Provisions.


 


SECTION 10.7. Headings. The
headings of the various Articles and Sections herein and in the table of
contents hereto are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


 


SECTION 10.8. Counterpart Form. This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same agreement.


 


SECTION 10.9. Subordination. (a)  As
between the Liquidity Providers (and any additional liquidity providers in
respect of any class of Refinancing Certificates or Additional Certificates),
on the one hand, and the Trustees (and any Refinancing Trustees or Additional
Trustees) and the Certificateholders (and any Refinancing Certificateholders or
Additional Certificateholders), on the other hand, and as among the Trustees
(and any Refinancing Trustees or Additional Trustees) and the related
Certificateholders (and any Refinancing Certificateholders or Additional
Certificateholders), this Agreement shall be a subordination agreement for
purposes of Section 510 of the United States Bankruptcy Code, as amended
from time to time.


 


(b)                                 Notwithstanding the
provisions of this Agreement, if prior to the payment in full to the Liquidity
Providers of all Liquidity Obligations then due and payable, any party hereto
shall have received any payment or distribution in respect of Equipment Notes
or any other amount under the Indentures or other Operative Agreements which,
had the subordination provisions of this Agreement been properly applied to
such payment, distribution or other amount, would not have been distributed to
such Person, then such payment, distribution or other amount shall be received
and held in trust by such Person and paid over or delivered to the
Subordination Agent for application as provided herein.


 


(c)                                  If any Trustee, any
Liquidity Provider or the Subordination Agent receives any payment in respect
of any obligations owing hereunder (or, in the case of the Liquidity Providers,
in respect of the Liquidity Obligations), which is subsequently invalidated,
declared preferential, set aside and/or required to be repaid to a trustee,
receiver or other party, then, to the 


 


55

















 


extent of such payment, such obligations (or, in the case of the
Liquidity Providers, such Liquidity Obligations) intended to be satisfied shall
be revived and continue in full force and effect as if such payment had not
been received.


 


(d)                                 The Trustees (on
behalf of themselves and the holders of Certificates), the Liquidity Providers
and the Subordination Agent confirm that the payment priorities specified in
Sections 2.4, 3.2 and 3.3 shall apply in all circumstances. The Trustees
expressly agree (on behalf of themselves and the holders of Certificates) not
to assert priority over the holders of Liquidity Obligations due to their
status as secured creditors in any bankruptcy, insolvency or other legal
proceeding.


 


(e)                                  Each of the Trustees
(on behalf of themselves and the holders of Certificates), the Liquidity
Providers and the Subordination Agent may take any of the following actions
without impairing its rights under this Agreement:


 


(i)                                     obtain
a Lien on any property to secure any amounts owing to it hereunder, including,
in the case of the Liquidity Providers, the Liquidity Obligations,


 


(ii)                                  obtain
the primary or secondary obligation of any other obligor with respect to any
amounts owing to it hereunder, including, in the case of the Liquidity
Providers, any of the Liquidity Obligations,


 


(iii)                               renew,
extend, increase, alter or exchange any amounts owing to it hereunder,
including, in the case of the Liquidity Providers, any of the Liquidity
Obligations, or release or compromise any obligation of any obligor with
respect thereto,


 


(iv)                              refrain
from exercising any right or remedy, or delay in exercising such right or
remedy, which it may have, or


 


(v)                                 take
any other action which might discharge a subordinated party or a surety under
applicable law;


 


provided, however,
that the taking of any such actions by any of the Trustees, the Liquidity
Providers or the Subordination Agent shall not prejudice the rights or
adversely affect the obligations of any other party under this Agreement.


 


SECTION 10.10. Governing Law. THIS
AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE.


 


SECTION 10.11. Submission to
Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.(a)        Each of the parties hereto
hereby irrevocably and unconditionally:


 


(i)                                     submits
for itself and its property in any legal action or proceeding relating to this
Agreement or any other Operative Agreement, or for recognition and enforcement
of any judgment in respect hereof or thereof, to the nonexclusive general
jurisdiction of 


 


56

















 


the courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and the appellate courts from any thereof;


 


(ii)                                  consents
that any such action or proceeding may be brought in such courts, and waives
any objection that it may now or hereafter have that the venue of any such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;


 


(iii)                               agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to each party hereto at its address set
forth in Section 10.3 hereof, or at such other address of which the other
parties shall have been notified pursuant thereto; and


 


(iv)                              agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction.


 


(b)                                 EACH OF THE PARTIES
HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE
RELATIONSHIP THAT IS BEING ESTABLISHED, INCLUDING, WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH OF THE PARTIES WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL
COUNSEL THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


(c)                                  Each Liquidity
Provider hereby waives any immunity it may have from the jurisdiction of the
courts of the United States or of any state thereof and waives any immunity any
of its properties located in the United States may have from attachment or
execution upon a judgment entered by any such court under the United States
Foreign Sovereign Immunities Act of 1976 or any similar successor legislation.


 


SECTION 10.12. No Petition Against
Trustee. The Liquidity Provider covenants and agrees that it shall not
institute against, or join any other Person in instituting against, the Trustee
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States for one year and a day after the latest maturing
Certificate or other obligation has been paid.


 


57

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective officers
thereunto duly authorized, as of the day and year first above written, and
acknowledge that this Agreement has been made and delivered in the City of New
York, and this Agreement has become effective only upon such execution and
delivery.


 


	
   

  	
  U.S. BANK TRUST NATIONAL 

  
	
   

  	
  ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as 

  Trustee for each of the Trusts

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ John G. Correia

  	
   

  
	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


[Signature Page to the
Intercreditor Agreement]


 

















 


	
   

  	
  CALYON, acting through its New York Branch,

  as Class A Liquidity Provider and Class B 

  Liquidity Provider

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Yevgeniya Levitin

  	
   

  
	
   

  	
  Name:

  	
  Yevgeniya Levitin

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Angel Naranjo

  	
   

  
	
   

  	
  Name:

  	
  Angel Naranjo

  
	
   

  	
  Title:

  	
  Director

  
							



 


[Signature Page to the
Intercreditor Agreement]


 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, not 

  in its individual capacity except as expressly set

  forth herein but solely as Subordination Agent 

  and trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ John G. Correia

  	
   

  
	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


[Signature Page to the
Intercreditor Agreement]