Exhibit 4.7


 


NOTE PURCHASE AGREEMENT


 


 


Dated as of October 10, 2007


 


 


Among


 


 


NORTHWEST AIRLINES, INC.,


 


U.S. BANK TRUST NATIONAL ASSOCIATION,


as Pass Through Trustee under each of the
Pass Through Trust Agreements


 


U.S. BANK NATIONAL ASSOCIATION


as Subordination Agent


 


CITIBANK, N.A.


as Escrow Agent


 


and


 


U.S. BANK NATIONAL ASSOCIATION

as Paying Agent


 

















 


INDEX TO NOTE PURCHASE AGREEMENT


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Table of Contents

  
	
   

  	
   

  	
   

  
	
  Section 1.

  	
  Definitions

  	
   

  	
  2

  
	
  Section 2.

  	
  Financing of Aircraft

  	
   

  	
  2

  
	
  Section 3.

  	
  Conditions Precedent

  	
   

  	
  5

  
	
  Section 4.

  	
  Representations and Warranties

  	
   

  	
  5

  
	
  Section 5.

  	
  Covenants

  	
   

  	
  9

  
	
  Section 6.

  	
  Notices

  	
   

  	
  11

  
	
  Section 7.

  	
  Expenses

  	
   

  	
  11

  
	
  Section 8.

  	
  Further Assurances

  	
   

  	
  12

  
	
  Section 9.

  	
  Miscellaneous

  	
   

  	
  12

  
	
  Section 10.

  	
  Indemnity

  	
   

  	
  13

  
	
  Section 11.

  	
  Termination

  	
   

  	
  16

  
	
  Section 12.

  	
  Governing Law

  	
   

  	
  16

  



 


SCHEDULES


 


	
  Schedule I

  	
  Aircraft and Scheduled Closing Months

  
	
  Schedule II

  	
  Trust Supplements

  
	
  Schedule III

  	
  Deposit Agreements

  
	
  Schedule IV

  	
  Escrow and Paying Agent Agreements

  
	
  Schedule V

  	
  Aggregate Amortization Schedule

  
	
  Schedule VI

  	
  Required Terms

  



 


ANNEX


 


	
  Annex A

  	
  Definitions

  



 


EXHIBITS


 


	
  Exhibit A-1

  	
  Form of Participation Agreement

  
	
  Exhibit A-2

  	
  Form of Indenture

  
	
  Exhibit A-3

  	
  Form of Guarantee

  
	
  Exhibit B

  	
  Form of Closing Notice

  



 

















 


NOTE PURCHASE AGREEMENT


 


This NOTE PURCHASE AGREEMENT, dated as of October 10, 2007, among (i)
Northwest Airlines, Inc., a Minnesota corporation (the “Company”), (ii) U.S. Bank Trust National
Association, a national banking association, not in its individual capacity
except as otherwise expressly provided herein, but solely as trustee (in such
capacity together with its successors in such capacity, the “Pass Through Trustee”) under each of the
three separate Pass Through Trust Agreements (as defined below), (iii) U.S.
Bank National Association, a national banking association, as subordination
agent and trustee (in such capacity together with its successors in such
capacity, the “Subordination Agent”)
under the Intercreditor Agreement (as defined below), (iv) Citibank, N.A., a
national banking association, as Escrow Agent (in such capacity together with
its successors in such capacity, the “Escrow
Agent”), under each of the Escrow and Paying Agent Agreements (as
defined below) and (v) U.S. Bank National Association, a national banking
association, as Paying Agent (in such capacity together with its successors in
such capacity, the “Paying Agent”)
under each of the Escrow and Paying Agent Agreements.


 


W I T N E S S E T H:


 


WHEREAS, the Company has a commitment from Embraer-Empresa Brasileira
de Aeronáutica S.A. (“Embraer”)
pursuant to the Aircraft Purchase Agreement for the delivery of certain ERJ
170-200 LR aircraft listed in Schedule I hereto (together with any aircraft
substituted therefor in accordance with an Aircraft Purchase Agreement prior to
the delivery thereof, the “Aircraft”),
and the Company wishes to finance pursuant to this Agreement a portion of the
purchase price of Aircraft;


 


WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of
the Trust Supplements set forth in Schedule II hereto, and concurrently with
the execution and delivery of this Agreement, separate grantor trusts
(collectively, the “Trusts” and,
individually, a “Trust”) have
been created to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance and sale of pass through
certificates pursuant thereto (collectively, the “Certificates”) to provide for a portion of the financing of
the Aircraft;


 


WHEREAS, the Company has entered into the Underwriting Agreement dated
as of October 2, 2007 (the “Underwriting
Agreement”) with the several underwriters (the “Underwriters”) named therein, which
provides that the Company will cause the Pass Through Trustee of each of the
Class A Trust and the Class B Trust to issue and sell the Class A Certificates
and the Class B Certificates to the Underwriters;


 


WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) the Escrow Agents and the Depositaries entered into the Deposit
Agreements set forth in Schedule III hereto (the “Deposit Agreements”) whereby the applicable Escrow Agent
agreed to direct the Underwriters to make certain deposits referred to therein
on the Issuance Date (the “Deposits”)
and (ii) the Pass Through Trustees, the Underwriters, the Paying Agents and the
Escrow Agents entered into the Escrow and Paying Agent Agreements set forth in
Schedule IV hereto (the “Escrow and Paying
Agent Agreements”) whereby, among other things, (a) the applicable
Escrow Agents have directed the Underwriters, and the Underwriters agreed to
deliver


 

















 


an amount equal to the amount
of the Deposits to the applicable Depositary on behalf of the applicable Escrow
Agent and (b) the applicable Escrow Agent, upon the applicable Depositary
receiving such amount, has agreed to deliver escrow receipts to be affixed to
each Certificate;


 


WHEREAS, the Company will issue secured equipment notes in order to
finance an Aircraft and will give to the Pass Through Trustee a Closing Notice
(as defined below) specifying the scheduled date of closing of the financing of
such Aircraft;


 


WHEREAS, upon receipt of a Closing Notice with respect to an Aircraft,
subject to the terms and conditions of this Agreement, the applicable Trustees
will enter into the applicable Financing Agreements relating to such Aircraft;


 


WHEREAS, on the Closing Date under the applicable Financing Agreements,
each Pass Through Trustee will fund its purchase of Equipment Notes with the
proceeds of one or more Deposits withdrawn by the applicable Escrow Agent under
the related Deposit Agreement bearing the same interest rate as the
Certificates issued by such Trust; and


 


WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) Calyon, acting through its New York branch, a société anonyme organized under the laws
of France (the “Liquidity Provider”),
has entered into two revolving credit agreements (each, a “Liquidity Facility”), one each for the
benefit of the Certificateholders of the Class A Trust and the Class B Trust,
in each case, with the Subordination Agent, as agent and trustee for the Pass
Through Trustee on behalf of each such Trust and (ii) each Pass Through
Trustee, the Liquidity Provider and the Subordination Agent have entered into
the Intercreditor Agreement, dated as of the date hereof (the “Intercreditor Agreement”);


 


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


 


Section 1.  Definitions. Capitalized terms used but
not defined herein shall have the respective meanings set forth or incorporated
by reference in Annex A.


 


Section
2.  Financing of Aircraft. (a) 
The Company confirms that it entered into the Aircraft Purchase
Agreement with Embraer pursuant to which it has agreed to purchase, and Embraer
has agreed to deliver, the Aircraft in the months specified in Schedule I
hereto, all on and subject to terms and conditions specified in the Aircraft
Purchase Agreement. The Company agrees to finance the Aircraft in the manner
provided herein, all on and subject to the terms and conditions hereof and of
the relevant Financing Agreements.


 


(b)           In furtherance of
the foregoing, the Company agrees to give the parties hereto, each Depositary
and each of the Rating Agencies not less than two (2) Business Days’ prior
notice (a “Closing Notice”) of
the scheduled closing date (the “Scheduled
Closing Date”) (or, in the case of a Substitute Closing Notice under
Section 2(f) or (g) hereof, one (1) Business Day’s prior notice) of a financing
in respect of each Aircraft, which notice shall:


 


2

















 


i.              specify the
Scheduled Closing Date on which the financing therefor in the manner provided
herein shall be consummated;


 


ii.             instruct the Pass
Through Trustees to instruct each Escrow Agent to provide a Notice of Purchase
Withdrawal to the Depositary with respect to the Equipment Notes to be issued
in connection with the financing of such Aircraft;


 


iii.            instruct the Pass
Through Trustees to enter into the Participation Agreement with respect to such
Aircraft substantially in the form of Exhibit A-1 hereto and at such a time on
or before the Scheduled Closing Date specified in such Closing Notice and to
perform its obligations thereunder; and


 


iv.            specify the
aggregate principal amount of each series of Equipment Notes to be issued, and
purchased by the Pass Through Trustees, in connection with the financing of
such Aircraft on such Scheduled Closing Date.


 


Notwithstanding the foregoing, in the event the Scheduled Closing Date
for any Aircraft to be financed or refinanced pursuant to the terms hereof is
on or within 3 Business Days following the date of issuance of the
Certificates, the Closing Notice therefor may be delivered to the parties
hereto on such Scheduled Closing Date.


 


(c)           Upon receipt of a
Closing Notice, the Pass Through Trustees shall, and shall cause the
Subordination Agent to, enter into and perform their obligations under the Participation
Agreement specified in such Closing Notice, provided that such Participation
Agreement and the Indenture to be entered into pursuant to such Participation
Agreement shall be in the forms thereof annexed hereto in all material respects
and, if modified in any material respect, as to which Rating Agency
Confirmation shall have been obtained from each Rating Agency by the Company
(to be delivered by the Company to the Pass Through Trustees on or before the
relevant Funding Date, it being understood that if Rating Agency Confirmation
shall have been received with respect to any Financing Agreements and such
Financing Agreements are utilized for any subsequent Aircraft (or Substitute
Aircraft) without material modifications, no additional Rating Agency
Confirmation shall be required); provided, however, that the relevant Financing
Agreements as executed and delivered shall not vary the Required Terms.
Notwithstanding the foregoing, an Indenture may be modified to the extent
required for the issuance of Equipment Notes pursuant to Section 5(a)(i) of
this Agreement, subject to the terms of such Section and Section 9.1(c) or
9.1(d) of the Intercreditor Agreement, whichever may be applicable.


 


(d)           With respect to each
Aircraft, the Company shall cause (i) U.S. Bank National Association (or such
other person that meets the eligibility requirements to act as loan trustee
under the Indenture) to execute as Loan Trustee the Financing Agreements
relating to such Aircraft to which such Loan Trustee is intended to be a party
and (ii) Northwest Airlines Corporation to execute a Guarantee, and shall
concurrently therewith execute such Financing Agreements to which the Company
is intended to be a party and perform its respective obligations thereunder.
Upon the request of either Rating Agency, the Company shall deliver or cause to
be delivered to each Rating Agency a true and complete copy of each Financing
Agreement relating to the financing of each Aircraft together with a true and
complete set of the 


 


3

















 


closing documentation (including legal
opinions) delivered to the related Loan Trustee, Subordination Agent and Pass
Through Trustee under the related Participation Agreement.


 


(e)           If after giving any
Closing Notice, there shall be a delay in the delivery of the Aircraft referred
to therein, or if on the Scheduled Closing Date of any Aircraft the financing
thereof in the manner contemplated hereby shall not be consummated for whatever
reason, the Company shall give the parties hereto prompt notice thereof.
Concurrent with the giving of such notice of postponement or subsequent
thereto, the Company shall give the parties hereto a substitute Closing Notice
specifying the date (the “Substitute Closing
Date”) to which the applicable financing of such Aircraft shall have
been rescheduled which shall be a Business Day before the Cut-Off Date on which
the Escrow Agents shall be entitled to withdraw one or more Deposits under each
of the applicable Deposit Agreements to enable each applicable Pass Through
Trustee to fund its purchase of the related Equipment Notes. Upon receipt of
any such notice of postponement, each applicable Pass Through Trustee shall
comply with its obligations under Article IV of each of the Trust Supplements
and thereafter the financing or refinancing of such Aircraft shall take place
on the Substitute Closing Date therefor (all on and subject to the terms and
conditions of the relevant Financing Agreements) unless further postponed as
provided herein.


 


(f)            Anything in this
Section 2 to the contrary notwithstanding, the Company shall have the
right to accept delivery of an Aircraft under the Aircraft Purchase
Agreement on the delivery date thereof by utilization of bridge financing of
such Aircraft and thereafter give the parties hereto a Closing Notice
specifying a Closing Date no later than the Cut-Off Date and otherwise
complying with the provisions of Section 2(b) hereof. All other terms and
conditions of this Note Purchase Agreement shall apply to the financing of any
Aircraft financed hereunder after the delivery from the applicable
Manufacturer.


 


(g)           If the delivery date
for any Aircraft under the Aircraft Purchase Agreement is delayed for more than
30 days beyond the month scheduled for delivery or beyond the Cut-Off Date, the
Company may identify for delivery a substitute aircraft therefor meeting the
following conditions (together with the substitute aircraft referred to in the
next sentence, a “Substitute Aircraft”):
(i) a Substitute Aircraft must be the same model as the Aircraft for which
delivery by Embraer was delayed and must be delivered by Embraer to the Company
after the date of this Agreement, (ii) the Substitute Aircraft must have been
manufactured after the Issuance Date and (iii) the Company shall be obligated
to obtain Rating Agency Confirmation that the replacement of such Aircraft by
such Substitute Aircraft would not result in withdrawal, suspension, or
downgrading of the rating for any Class of Certificates below the then current
rating for such Class of Certificates. Upon the satisfaction of the conditions
set forth above with respect to a Substitute Aircraft, the Aircraft to be
replaced shall cease to be subject to this Agreement and all rights and
obligations of the parties hereto concerning such Aircraft shall cease, and
such Substitute Aircraft shall become and thereafter be subject to the terms
and conditions of this Agreement to the same extent as such Aircraft.


 


(h)           The Company shall
have no liability for the failure of the Pass Through Trustees to purchase
Equipment Notes with respect to any Aircraft or Substitute Aircraft.


 


4

















 


(i)            Anything herein to
the contrary notwithstanding, the Company shall not have the right, and shall
not be entitled, at any time to request the issuance of Equipment Notes of any
series to any Pass Through Trustee in an aggregate principal amount in excess
of the amount of the Deposits then available for withdrawal by the Escrow Agent
under and in accordance with the provisions of the related Deposit Agreement,
or in an aggregate principal amount in respect of any Aircraft in excess of the
amount specified in the Required Terms.


 


(j)            The Company shall
notify the Rating Agencies in writing of any lease of an Aircraft pursuant to
the terms of an Indenture promptly after entering into such lease.


 


Section
3.  Conditions Precedent. The obligation of the Pass Through
Trustees to enter into, and to cause the Subordination Agent to enter into, any
Participation Agreement as directed pursuant to a Closing Notice and to perform
its obligations under such Participation Agreement is subject to satisfaction
of the following conditions:


 


(a)           no Triggering Event
shall have occurred;


 


(b)           the Company shall
have delivered a certificate to each such Pass Through Trustee and the
Liquidity Provider stating (i) that such Participation Agreement and the other
Financing Agreements to be entered into pursuant to such Participation
Agreement do not vary the Required Terms and (ii) that any substantive
modification of such Financing Agreements from the forms of Financing
Agreements attached to this Agreement do not materially and adversely affect
the Certificateholders or the Liquidity Provider, and such certification shall
be true and correct.


 


Anything herein to the contrary notwithstanding, the obligation of each
Pass Through Trustee to purchase Equipment Notes shall terminate on the Cut-Off
Date.


 


Section
4.  Representations and Warranties.


 


(a)           The Company
represents and warrants on the date hereof and on each Closing Date that:


 


i.              the Company is
duly incorporated, validly existing and in good standing under the laws of the
State of Minnesota and is a “citizen of the United States” as defined in 49
U.S.C. § 40102 (a)(15), and has the full corporate power, authority and
legal right under the laws of the State of Minnesota to execute and deliver
this Agreement and each Financing Agreement to which it will be a party and to
carry out the obligations of the Company under this Agreement and each
Financing Agreement to which it will be a party;


 


ii.             the execution and
delivery by the Company of this Agreement and the performance by the Company of
its obligations under this Agreement have been duly authorized by the Company
and will not violate its Certificate of Incorporation or by-laws or the
provisions of any material indenture, mortgage, contract or other agreement to
which it is a party or by which it is bound;


 


5

















 


iii.            this Agreement
constitutes the legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of
equity, whether considered in a proceeding at law or in equity; and


 


iv.            the statements
contained in any certificate delivered pursuant to Section 3(b) are true and
correct.


 


(b)           U.S. Bank National
Association represents and warrants on the date hereof and on each Closing Date
that:


 


i.              U.S. Bank National
Association is duly organized, validly existing and in good standing under the
laws of the United States of America and is a “citizen of the United States” as
defined in 49 U.S.C. § 40102 (a)(15), and has the full corporate power,
authority and legal right under the laws of the United States pertaining to its
banking, trust and fiduciary powers to execute and deliver this Agreement and
each Financing Agreement to which it will be a party and to carry out the
obligations of U.S. Bank National Association, in its capacity as Subordination
Agent or Paying Agent, as the case may be, under this Agreement and each
Financing Agreement to which it will be a party;


 


ii.             the execution and
delivery by U.S. Bank National Association, in its capacity as Subordination
Agent or Paying Agent, as the case may be, of this Agreement and the
performance by U.S. Bank National Association, in its capacity as Subordination
Agent or Paying Agent, as the case may be, of its obligations under this
Agreement have been duly authorized by State Street Bank and Trust Company, in
its capacity as Subordination Agent or Paying Agent, as the case may be, and
will not violate its articles of association or by-laws or the provisions of
any indenture, mortgage, contract or other agreement to which it is a party or
by which it is bound; and


 


iii.            this Agreement
constitutes the legal, valid and binding obligation of U.S. Bank National
Association in its capacity as Subordination Agent or Paying Agent, as the case
may be, enforceable against it in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at law or in equity.


 


(c)           The Pass Through
Trustee hereby confirms to each of the other parties hereto that its
representations and warranties set forth in Section 7.14 of the Basic Pass
Through Trust Agreement are true and correct as of the date hereof.


 


(d)           The Subordination
Agent represents and warrants that:


 


i.              the Subordination
Agent is duly organized, validly existing and in good standing under the laws
of the United States of America, and has the full corporate power, authority
and legal right under the laws of the Commonwealth of Massachusetts and the
United States pertaining to its banking, trust and fiduciary powers to execute
and 


 


6

















 


deliver this Agreement and each Financing Agreement to which it is or
will be a party and to perform its obligations under this Agreement and each
Financing Agreement to which it is or will be a party;


 


ii.             this Agreement has
been duly authorized, executed and delivered by the Subordination Agent; this
Agreement constitutes the legal, valid and binding obligations of the
Subordination Agent enforceable against it in accordance with its terms, except
as the same may be limited by applicable bankruptcy, insolvency reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity, whether considered in a proceeding at law or in
equity;


 


iii.            none of the
execution, delivery and performance by the Subordination Agent of this
Agreement contravenes any law, rule or regulation of the Commonwealth of
Massachusetts or any United States governmental authority or agency regulating
the Subordination Agent’s banking, trust or fiduciary powers or any judgment or
order applicable to or binding on the Subordination Agent and do not contravene
the Subordination Agent’s articles of association or by-laws or result in any
breach of, or constitute a default under, any Agreement or instrument to which
the Subordination Agent is a party or by which it or any of its properties may
be bound;


 


iv.            neither the
execution and delivery by the Subordination Agent of this Agreement nor the
consummation by the Subordination Agent of any of the transactions contemplated
hereby requires the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action with respect to, any
Massachusetts governmental authority or agency or any federal Governmental
authority or agency regulating the Subordination Agent’s banking, trust or
fiduciary powers;


 


v.             there are no Taxes
payable by the Subordination Agent imposed by the Commonwealth of Massachusetts
or any political subdivision or taxing authority thereof in connection with the
execution, delivery and performance by the Subordination Agent of this
Agreement (other than franchise or other taxes based on or measured by any fees
or compensation received by the Subordination Agent for services rendered in
connection with the transactions contemplated by the Intercreditor Agreement or
any of the Liquidity Facilities), and there are no Taxes payable by the
Subordination Agent imposed by the Commonwealth of Massachusetts or any
political subdivision thereof in connection with the acquisition, possession or
ownership by the Subordination Agent of any of the Equipment Notes (other than
franchise or other taxes based on or measured by any fees or compensation
received by the Subordination Agent for services rendered in connection with
the transactions contemplated by the Intercreditor Agreement or any of the
Liquidity Facilities); and


 


vi.            there are no
pending or threatened actions or proceedings against the Subordination Agent
before any court or administrative agency which individually or in the
aggregate, if determined adversely to it, would materially adversely affect the
ability of the Subordination Agent to perform its obligations under this
Agreement.


 


(e)           The Escrow Agent
represents and warrants that:


 


7

















 


i.              the Escrow Agent
is a national banking association duly organized, validly existing and in good
standing under the laws of the United States and has the full corporate power,
authority and legal right under the laws of the United States pertaining to its
banking, trust and fiduciary powers to execute and deliver this Agreement, each
Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the
“Escrow Agent Agreements”) and to
carry out the obligations of the Escrow Agent under each of the Escrow Agent
Agreements;


 


ii.             the execution and
delivery by the Escrow Agent of each of the Escrow Agent Agreements and the
performance by the Escrow Agent of its obligations hereunder and thereunder
have been duly authorized by the Escrow Agent and will not violate its articles
of association or by-laws or the provisions of any indenture, mortgage,
contract or other agreement to which it is a party or by which it is bound; and


 


iii.            each of the Escrow
Agent Agreements constitutes the legal, valid and binding obligations of the
Escrow Agent enforceable against it in accordance with its terms, except as the
same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity, whether considered in a proceeding at law or in
equity.


 


(f)            The Paying Agent
represents and warrants that:


 


i.              the Paying Agent
is duly organized, validly existing and in good standing under the laws of the
United States of America and has the full corporate power, authority and legal
right under the laws of the United States pertaining to its banking, trust and
fiduciary powers to execute and deliver this Agreement and each Escrow and
Paying Agent Agreement (collectively, the “Paying
Agent Agreements”) and to carry out the obligations of the Paying
Agent under each of the Paying Agent Agreements;


 


ii.             the execution and
delivery by the Paying Agent of each of the Paying Agent Agreements and the
performance by the Paying Agent of its obligations hereunder and thereunder
have been duly authorized by the Paying Agent and will not violate its articles
of association or by-laws or the provisions of any indenture, mortgage,
contract or other agreement to which it is a party or by which it is bound; and


 


iii.            each of the Paying
Agent Agreements constitutes the legal, valid and binding obligations of the
Paying Agent enforceable against it in accordance with its terms, except as the
same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity, whether considered in a proceeding at law or in
equity.


 


(g)           U.S. Bank Trust
National Association represents and warrants on the date hereof and on each
Closing Date that:


 


i.              U.S. Bank Trust
National Association is a national banking association validly existing and in
good standing with the Comptroller of the Currency under the laws of the United
States and is a “citizen of the United States” as defined in 49 U.S.C.


 


8

















 


§ 40102
(a)(15), and has the full power, authority and legal right under the laws of
the United States pertaining to its banking, trust and fiduciary powers to
execute and deliver this Agreement and each Financing Agreement to which it
will be a party and to carry out the obligations of U.S. Bank Trust National
Association, in its capacity as Pass Through Trustee under this Agreement and
each Financing Agreement to which it will be a party;


 


ii.             the execution and
delivery by U.S. Bank Trust National Association, in its capacity as Pass
Through Trustee under this Agreement and the performance by U.S. Bank Trust
National Association, in its capacity as Pass Through Trustee, of its
obligations under this Agreement have been duly authorized by U.S. Bank Trust
National Association, in its capacity as Pass Through Trustee and will not
violate its articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound; and


 


iii.            this Agreement
constitutes the legal, valid and binding obligation of U.S. Bank Trust National
Association in its capacity as Pass Through Trustee enforceable against it in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights of creditors generally and by general principles of equity, whether
considered in a proceeding at law or in equity.


 


Section
5.  Covenants. (a)  The
Company covenants with each of the other parties hereto that:


 


i.              the Company shall
not re-issue any Series B Equipment Notes or issue any Additional Series
Equipment Notes pursuant to any Indenture, unless it shall have obtained a
Rating Agency Confirmation from each Rating Agency. Any reissuance of the
Series B Equipment Notes and issuance of Additional Series Equipment Notes
shall be subject to the terms of Section 9.1(c) and 9.1(d), respectively, of
the Intercreditor Agreement.


 


ii.             Promptly after the
occurrence of a Triggering Event or an Indenture Event of Default resulting
from the failure of the Company 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 Company will, at the Subordination
Agent’s request from time to time but in any event no more frequently than once
every three months, provide to the Subordination Agent a statement setting
forth the following information with respect to each Aircraft then subject to
the lien of an Indenture:  (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
respective Indentures to which such Aircraft are subject). As used in this
clause (ii), the terms “Triggering Event”,
“Indenture Event of Default”, “Regular Distribution Date” shall have the
respective meanings set forth in the Intercreditor Agreement as originally
executed.


 


9

















 


iii.            subject to Section
5(a)(v) of this Agreement, the Company shall at all times maintain its
corporate existence and shall not wind up, liquidate or dissolve or take any
action, or fail to take any action, that would have the effect of any of the
foregoing;


 


iv.            the Company shall
at all times remain a U.S. Air Carrier (as defined in the Financing Agreements)
and shall at all times be otherwise certificated and registered to the extent
necessary to entitle the Indenture Trustee to the rights afforded to secured
parties of aircraft equipment under Section 1110;


 


v.             Section 8(y) of
each Participation Agreement is hereby incorporated by reference herein; and


 


vi.            If the Depositary’s
short-term rating shall at any time fall below the Depositary Threshold Rating
from either Rating Agency, the Company shall, within 45 days of such event
occurring, cause the Depositary to be replaced with a depositary bank (a “Replacement Depositary”) on the following
terms and conditions:


 


(1)           the
Replacement Depositary must be one that either (x) meets the Depositary
Threshold Rating or (y) with respect to which the Company shall have obtained
written confirmation from each Rating Agency that such Replacement Depositary
will not cause a downgrade or withdrawal of any rating then in effect for any
Class of Certificates by such Rating Agency (without regard to any downgrading
of any rating of the Depositary being replaced) and, in either case, the
Company shall have obtained written confirmation from each Rating Agency that
such replacement will not cause a reduction or withdrawal of any rating then in
effect for any Class of Certificates by such Rating Agency (without regard to
any downgrades of any rating of the Depositary being replaced);


 


(2)           the
Company shall cause the Escrow Agent and the Replacement Depositary to enter
into a Replacement Deposit Agreement for each Class of Certificates and shall
cause the Replacement Depositary to deliver to the Company and each Rating
Agency legal opinions and other closing documentation substantially similar to
those delivered by the Depositary being replaced in connection with the
execution and delivery of the Deposit Agreements being replaced.


 


Subject to the foregoing, the Company shall instruct the Pass Through
Trustee, and the Pass Through Trustee agrees, to execute and deliver to the
Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow
and Paying Agent Agreement with respect to each Class of Certificates) together
with a Notice of Replacement Withdrawal (as defined in the applicable Escrow
and Paying Agent Agreement). Each of the parties hereto agrees, at the
Company’s request, to enter into any amendments to this Agreement, any Escrow
and Paying Agent Agreement and any other Operative Documents as may be
necessary or desirable to give effect to the replacement of the Depositary and
the Replacement Deposit Agreements. Upon execution and delivery of the
Replacement Deposit Agreements, the Replacement Depositary shall be deemed to
be the Depositary with all of the rights and obligations of 


 


10

















 


the Depositary hereunder and under the other Operative Documents and
the Replacement Deposit Agreement shall be deemed to be the Deposit Agreement
hereunder and under the other Operative Documents, except that the obligations
of the replaced Depositary under the last sentence of Section 2.2 of the
Deposit Agreement shall remain in full force and effect notwithstanding the
execution and delivery of the Replacement Deposit Agreement.


 


(b)           U.S. Bank National
Association, in its individual capacity, covenants with each of the other
parties to this Agreement that it will, immediately upon obtaining knowledge of
any facts that would cast doubt upon its continuing status as a “citizen of the
United States” as defined in 49 U.S.C. § 40102(a)(15) and promptly upon
public disclosure of negotiations in respect of any transaction which would or
might adversely affect such status, notify in writing all parties hereto of all
relevant matters in connection therewith. Upon U.S. Bank National Association
giving any such notice, U.S. Bank National Association shall, subject to
Section 9.01 of any Indenture then entered into, resign as Trustee in respect
of such Indenture.


 


(c)           The Subordination
Agent covenants with each of the other parties hereto that it will not agree or
consent to any amendment or modification to any Liquidity Facility or the
Northwest Provisions (as defined in the Intercreditor Agreement) of the
Intercreditor Agreement without the Company’s consent.


 


Section
6.  Notices. Unless otherwise specifically provided herein,
all notices required or permitted by the terms of this Agreement shall be in
English and in writing, and any such notice shall become effective upon being
delivered personally or, if promptly confirmed by mail, when dispatched by
facsimile or other written telecommunication, addressed to such party hereto at
its address or facsimile number set forth below the signature of such party at
the foot of this Agreement.


 


Section
7.  Expenses. (a)  The
Company agrees to pay to the Subordination Agent when due an amount or amounts
equal to the fees payable to the Liquidity Provider under Section 2.03 of each
Liquidity Facility multiplied by a fraction the numerator of which shall be the
then outstanding aggregate amount of the Deposits under the Deposit Agreements
and the denominator of which shall be the sum of (x) the then outstanding
aggregate principal amount of the Series A Equipment Notes and Series B
Equipment Notes Equipment Notes issued under all of the Indentures and (y) the
then outstanding aggregate amount of the Deposits under the Deposit Agreements.


 


(b)           The Company agrees
to pay (i) so long as no Equipment Notes have been issued in respect of any
Aircraft, to the Subordination Agent when due (A) the amount equal to interest
on any Downgrade Advance (other than an Applied Downgrade Advance) payable
under Section 3.07 of each Liquidity Facility minus Investment Earnings while
such Downgrade Advance shall be outstanding, (B) the amount equal to interest
on any Non-Extension Advance (other than an Applied Non-Extension Advance)
payable under Section 3.07 of each Liquidity Facility minus Investment Earnings
while such Non-Extension Advance shall be outstanding, (C) any other amounts
owed to the Liquidity Provider by the Subordination Agent as borrower under
each Liquidity Facility (other than amounts due as repayment of advances
thereunder or as interest on such advances, except to the extent payable
pursuant to clause (A) or (B)), (ii) all 


 


11

















 


compensation and reimbursement of expenses,
disbursements and advances payable by the Company under the Pass Through Trust
Agreements, (iii) all compensation and reimbursement of expenses and
disbursements payable to the Subordination Agent under the Intercreditor
Agreement except with respect to any income or franchise taxes incurred by the
Subordination Agent in connection with the transactions contemplated by the
Intercreditor Agreement and (iv) in the event the Company requests any
amendment to any Operative Document or to this Note Purchase Agreement, all
reasonable fees and expenses (including, without limitation, fees and
disbursements of counsel) of the Escrow Agent and/or the Paying Agent in
connection therewith. For purposes of this Section 7(b), (i) the terms “Applied
Downgrade Advance,” “Applied Non-Extension Advance,” “Downgrade Advance” and
“Non-Extension Advance” shall have the meanings specified in each Liquidity
Facility and (ii) the term “Investment Earnings” shall have the meaning
specified in the Intercreditor Agreement.


 


Section
8.  Further Assurances. Each party hereto shall duly execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, all such further agreements, instruments, certificates or documents,
and shall do and cause to be done such further acts and things, in any case, as
any other party hereto shall reasonably request in connection with its
administration of, or to carry out more effectually the purposes of, or to
better assure and confirm unto it the rights and benefits to be provided under,
this Agreement.


 


Section
9.  Miscellaneous. (a) 
Provided that the transactions contemplated hereby have been
consummated, and except as otherwise provided for herein, the representations,
warranties and agreements herein of the Company, the Subordination Agent, the
Escrow Agent, the Paying Agent and the Pass Through Trustee, and the Company’s,
the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and the Pass
Through Trustee’s obligations under any and all thereof, shall survive the
expiration or other termination of this Agreement and the other agreements
referred to herein.


 


(b)           This Agreement may
be executed in any number of counterparts (and each of the parties hereto shall
not be required to execute the same counterpart). Each counterpart of this
Agreement, including a signature page executed by each of the parties hereto,
shall be an original counterpart of this Agreement, but all of such
counterparts together shall constitute one instrument. Neither this Agreement
nor any of the terms hereof may be terminated, amended, supplemented, waived or
modified orally, but only by an instrument in writing signed by the party
against which the enforcement of the termination, amendment, supplement, waiver
or modification is sought. The index preceding this Agreement and the headings
of the various Sections of this Agreement are for convenience of reference only
and shall not modify, define, expand or limit any of the terms or provisions
hereof. The terms of this Agreement shall be binding upon, and shall inure to
the benefit of, the Company and its successors and permitted assigns, the Pass
Through Trustee and its successors as Pass Through Trustee (and any additional
trustee appointed) under any of the Pass Through Trust Agreements, the Escrow
Agent and its successors as Escrow Agent under the Escrow and Paying Agent
Agreements, the Paying Agent and its successors as Paying Agent under the
Escrow and Paying Agent Agreement and the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement.


 


12

















 


(c)           This Agreement is
not intended to, and shall not provide any person not a party hereto (other
than the Underwriters and each of the beneficiaries of Section 7 hereof) with
any rights of any nature whatsoever against any of the parties hereto, and no
person not a party hereto (other than the Underwriters and each of the
beneficiaries of Section 7 hereof) shall have any right, power or privilege in
respect of, or have any benefit or interest arising out of, this Agreement.


 


Section
10.  Indemnity. The Company hereby agrees to indemnify each
Indemnitee against, and agrees to protect, defend, save and keep harmless each
thereof from any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, out-of-pocket costs, expenses, and disbursements, of
whatsoever kind and nature (collectively called “Expenses”) imposed on, incurred by or asserted against any
Indemnitee, in any way relating to or arising out of (A) any of the Financing
Agreements or any lease or sublease of any Aircraft or the enforcement of any
of the terms thereof or any amendment, modification or waiver in respect
thereof, (B) the manufacture, purchase, acceptance or rejection of the Airframe
(as defined in the Participation Agreement) or any Engine (as defined in the
Participation Agreement), (C) the Aircraft (or any portion thereof or any
Engine or engine affixed to the Airframe) whether or not arising out of the
finance, refinance, ownership, delivery, nondelivery, storage, lease, sublease,
sub-sublease, possession, use, non-use, operation, maintenance, registration,
reregistration, condition, modification, alteration, replacement, repair,
substitution, sale, return or other disposition of the Aircraft (or any portion
thereof or any Engine or engine affixed to the Airframe) including, without
limitation, latent or other defects, whether or not discoverable, strict tort
liability and any claim for patent, trademark or copyright infringement, (D)
the offer, sale or delivery of the Equipment Notes (the indemnity in this
clause (D) to extend also to any person who controls an Indemnitee within the
meaning of Section 15 of the Securities Act of 1933, as amended) or (E) the
performance of its duties hereunder and under the Escrow Agent Agreements; provided
that the foregoing indemnity as to any Indemnitee shall not extend to any
Expense resulting from or arising out of or which would not have occurred but
for one or more of the following: (i) any representation or warranty by such
Indemnitee (or any of its affiliates) in the Financing Agreements, the Escrow
Agent Agreements, this Agreement or in connection therewith being incorrect in
any material respect, or (ii) the failure by such Indemnitee (or any of its
affiliates) to perform or observe any agreement, covenant or condition in any
of the Financing Agreements, the Escrow Agent Agreements or this Agreement
applicable to it (except to the extent such failure was caused directly by the
failure of the Company to perform any obligation under a Financing Agreement,
an Escrow Agent Agreement or this Agreement), or (iii) the willful misconduct
or the gross negligence of such Indemnitee (or any of its affiliates) other
than gross negligence imputed to such Indemnitee (or any of its affiliates)
solely by reason of its interest in the Aircraft), or (iv) any Tax, or (v) the
authorization or giving or withholding of any future amendments, supplements,
waivers or consents with respect to any of the Financing Agreements, the Escrow
Agent Agreements or this Agreement other than such as have been consented to,
approved, authorized or requested by the Company, or (vi) subject to the next
succeeding paragraph, any loss of tax benefits or increase in tax liability
under any tax law whether or not the Company is required to indemnify therefor
pursuant to this Agreement, or (vii) any Expense which is specified to be for
the account of an Indemnitee pursuant to any Financing Agreement, any Escrow
Agent Agreement or this Agreement without express right of reimbursement under
any Financing Agreement, any Escrow Agent Agreement or this


 


13

















 


Agreement. The foregoing
indemnity shall not extend to any Expense to the extent that such Expense is
not caused by, or does not arise out of, an act, omission or event which occurs
prior to the payment of all payments required to be paid by the Company under
the Financing Agreements, the Escrow Agent Agreements or this Agreement.


 


The Company further agrees that any payment or indemnity pursuant to
this Section 10 in respect of any Expenses shall be in an amount which, after
deduction of all Taxes required to be paid by such recipient with respect to
such payment or indemnity under the laws of any Federal, state or local
government or taxing authority in the United States, or under the laws of any
taxing authority or governmental subdivision of a foreign country, or any
territory or possession of the United States or any international authority,
shall be equal to the excess, if any, of (i) the amount of such Expense over
(ii) the net reduction in Taxes required to be paid by such recipient resulting
from the accrual or payment of such Expense.


 


If, by reason of any Expense payment made to or for the account of an
Indemnitee by the Company pursuant to this Section 10, such Indemnitee
subsequently realizes a tax deduction or credit (including foreign tax credit
and any reduction in Taxes) not previously taken into account in computing such
payment, such Indemnitee shall promptly pay to the Company, but only if the
Company shall have made all payments then due and owing to such Indemnitee
under the Financing Agreements, the Escrow Agent Agreements or this Agreement,
an amount equal to the sum of (i) the actual reduction in Taxes realized by
such Indemnitee which is attributable to such deduction or credit, and (ii) the
actual reduction in Taxes realized by such Indemnitee as a result of any
payment made by such Indemnitee pursuant to this sentence.


 


If a claim is made against an Indemnitee involving one or more Expenses
and such Indemnitee has notice thereof, such Indemnitee shall promptly, upon
receiving such notice, give notice of such claim to the Company; provided
that the failure to provide such notice shall not release the Company from any
of its obligations to indemnify hereunder, and no payment by the Company to an
Indemnitee pursuant to this Section 10 shall be deemed to constitute a
waiver or release of any right or remedy which the Company may have against
such Indemnitee for any actual damages as a result of the failure by such
Indemnitee to give the Company such notice. The Company shall be entitled, at
its sole cost and expense, acting through counsel acceptable to the respective
Indemnitee, (A) so long as the Company has agreed in a writing acceptable to
such Indemnitee that the Company is liable to such Indemnitee for such Expense
hereunder (unless such Expense is covered by the proviso to the first paragraph
of this Section 10), in any judicial or administrative proceeding that
involves solely a claim for one or more Expenses, to assume responsibility for
and control thereof, (B) so long as the Company has agreed in a writing
acceptable to such Indemnitee that the Company is liable to such Indemnitee for
such Expense hereunder (unless such Expense is covered by the proviso to the
first paragraph of this Section 10), in any judicial or administrative
proceeding involving a claim for one or more Expenses and other claims related
or unrelated to the transactions contemplated by the Financing Agreements, the
Escrow Agent Agreements or this Agreement, to assume responsibility for and
control of such claim for Expenses to the extent that the same may be and is
severed from such other claims (and such Indemnitee shall use its best efforts
to obtain such severance), and (C) in any other case, to be consulted by such
Indemnitee with respect to judicial proceedings subject to the control of such
Indemnitee. Notwithstanding any of the foregoing to the contrary, the Company 


 


14

















 


shall not be entitled to assume
responsibility for and control of any such judicial or administrative
proceedings (i) while an event of default shall have occurred and be continuing
under any of the Financing Agreements, the Escrow Agent Agreements or this
Agreement or (ii) if such proceeding could be in the good faith opinion of such
Indemnitee entail any material risk of criminal liability or present a conflict
of interest making separate representation necessary. The affected Indemnitee
may participate at its own expense and with its own counsel in any judicial
proceeding controlled by the Company pursuant to the preceding provisions.


 


The affected Indemnitee shall supply the Company with such information
reasonably requested by the Company as is necessary or advisable for the
Company to control or participate in any proceeding to the extent permitted by
this Section 10. Such Indemnitee shall not enter into a settlement or other
compromise with respect to any Expense without the prior written consent of the
Company, which consent shall not be unreasonably withheld or delayed, unless
such Indemnitee waives its right to be indemnified with respect to such Expense
under this Section 10.


 


The Company shall supply the affected Indemnitee with such information
reasonably requested by such Indemnitee as is necessary or advisable for such
Indemnitee to control or participate in any proceeding to the extent permitted
by this Section 10.


 


When the Company or the insurers under a policy of insurance maintained
by the Company undertakes the defense of an Indemnitee with respect to an
Expense, no additional legal fees or expenses of such Indemnitee in connection
with the defense of such Indemnitee shall be indemnified hereunder unless such
fees or expenses were incurred at the written request of the Company or such
insurers, provided that no such defense shall be compromised or settled on a
basis that admits any gross negligence or willful misconduct on the part of
such Indemnitee without such Indemnitee’s prior consent.


 


In the event that the Company shall have paid an amount to an
Indemnitee pursuant to this Section 10, and such Indemnitee subsequently shall
be reimbursed in respect of such indemnified amount from any other Person, such
Indemnitee shall promptly pay to the Company an amount equal to the amount of
such reimbursement (but in no event more than such payment from the Company)
plus any net tax benefit (or minus any net tax detriment) realized by such
Indemnitee as a result of any reimbursement received and payment made by such
Indemnitee pursuant to this sentence, provided that (i) no event of
default has occurred and is continuing under any of the Financing Agreements,
the Escrow Agent Agreements or this Agreement and (ii) such Indemnitee shall
have no obligation to reimburse the Company if the Company has not paid such
Indemnitee all amounts required pursuant to this Section 10 and any other
amounts then due to such Indemnitee from the Company under any of the Financing
Agreements, the Escrow Agent Agreements or this Agreement.


 


The Company’s obligations under the indemnities provided for in this
Agreement shall be those of a primary obligor, whether or not the Person
indemnified shall also be indemnified with respect to the same matter under the
terms of any other document or instrument, and the Person seeking
indemnification from the Company pursuant to this Section 10 may proceed
directly against the Company without first seeking to enforce any other right
of indemnification.


 


15

















 


Section
11.  Termination. This Agreement shall terminate on the
Delivery Period Termination Date or, if earlier, the date on which Equipment
Notes issued with respect to all of the Aircraft have been purchased by the
Pass Through Trustees in accordance with this Agreement; provided, that,
the provisions of Sections 7, 8, 9 and 10 hereof shall survive any termination
of this Agreement.


 


Section
12.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


16

















 


IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.


 


	
   

  	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel B. Matthews 

  
	
   

  	
   

  	
  Name:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
  Address:

  	
  2700 Lone Oak Parkway

  
	
   

  	
   

  	
   

  	
  Eagan, Minnesota 55121-1534

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
  Facsimile:

  	
  612-726-2221

  



 


[Signature Page to the Note Purchase Agreement]


 

















 


	
   

  	
  CITIBANK, N.A., as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Barbara E. Bennett

  
	
   

  	
   

  	
  Name:

  	
  Barbara E. Bennett

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Address:

  	
  Agency & Trust

  
	
   

  	
   

  	
   

  	
  388 Greenwich Street, 14th Fl.

  
	
   

  	
   

  	
   

  	
  New York, New York  10013

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Barbara E. Bennett

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 657-2762

  



 


[Signature Page to the Note Purchase
Agreement]


 

















 


	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  not in its individual capacity, except as otherwise

  provided herein, but solely as Pass Through Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John G. Correia

  
	
   

  	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  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

  
					



 


[Signature Page to the Note Purchase Agreement]


 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, not in

  its individual capacity, except as otherwise provided

  herein, but solely as Subordination Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John G. Correia

  
	
   

  	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  U.S. Bank National Association

  One Federal Street, 3rd Floor

  Boston, Massachusetts 02110

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Trust Administration

  
	
   

  	
   

  	
  Ref.:

  	
  Northwest 2007-1 EETC

  
	
   

  	
   

  	
  Telephone:

  	
  (617) 603-6566

  
	
   

  	
   

  	
  Facsimile:

  	
  (617) 603-6665

  
					



 


[Signature Page to the Note Purchase Agreement]


 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as

  Paying Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John G. Correia

  
	
   

  	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  U.S. Bank National Association

  One Federal Street, 3rd Floor

  Boston, Massachusetts 02110

  
	
   

  	
   

  	
  Attention:

  	
  Corporate Trust Administration

  
	
   

  	
   

  	
  Ref.:

  	
  Northwest 2007-1 EETC

  
	
   

  	
   

  	
  Telephone:

  	
  (617) 603-6566

  
	
   

  	
   

  	
  Facsimile:

  	
  (617) 603-6665

  
					



 


[Signature Page to the Note Purchase Agreement]


 
















 


SCHEDULE I TO


 


NOTE PURCHASE AGREEMENT


 


 AIRCRAFT AND SCHEDULED DELIVERY MONTHS


 


	
  Aircraft Type

  	
   

  	
  Expected

  Aircraft

  Registration

  Number

  	
   

  	
  Expected

  Manufacturer’s

  Serial Number

  	
   

  	
  Scheduled

  Delivery

  Month (2)

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N612CZ

  	
   

  	
  TBD

  	
   

  	
  January 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N613CZ

  	
   

  	
  TBD

  	
   

  	
  January 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N614CZ

  	
   

  	
  TBD

  	
   

  	
  January 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N615CZ

  	
   

  	
  TBD

  	
   

  	
  February 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N616CZ

  	
   

  	
  TBD

  	
   

  	
  February 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N617CZ

  	
   

  	
  TBD

  	
   

  	
  February 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N619CZ

  	
   

  	
  TBD

  	
   

  	
  March 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N620CZ

  	
   

  	
  TBD

  	
   

  	
  March 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N621CZ

  	
   

  	
  TBD

  	
   

  	
  April 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N622CZ

  	
   

  	
  TBD

  	
   

  	
  April 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N623CZ

  	
   

  	
  TBD

  	
   

  	
  May 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N624CZ

  	
   

  	
  TBD

  	
   

  	
  May 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N625CZ

  	
   

  	
  TBD

  	
   

  	
  June 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N626CZ

  	
   

  	
  TBD

  	
   

  	
  June 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N627CZ

  	
   

  	
  TBD

  	
   

  	
  June 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N628CZ

  	
   

  	
  TBD

  	
   

  	
  July 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N629CZ

  	
   

  	
  TBD

  	
   

  	
  July 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N630CZ

  	
   

  	
  TBD

  	
   

  	
  August 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N631CZ

  	
   

  	
  TBD

  	
   

  	
  August 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N632CZ

  	
   

  	
  TBD

  	
   

  	
  September 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N633CZ

  	
   

  	
  TBD

  	
   

  	
  September 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N634CZ

  	
   

  	
  TBD

  	
   

  	
  September 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N635CZ

  	
   

  	
  TBD

  	
   

  	
  October 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N636CZ

  	
   

  	
  TBD

  	
   

  	
  October 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N637CZ

  	
   

  	
  TBD

  	
   

  	
  November 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N638CZ

  	
   

  	
  TBD

  	
   

  	
  November 2008

  	
   

  
	
  ERJ 170-200 LR

  	
   

  	
   

  	
  N639CZ

  	
   

  	
  TBD

  	
   

  	
  December 2008

  	
   

  



 

















 


SCHEDULE II TO


 


NOTE PURCHASE AGREEMENT


 


TRUST SUPPLEMENTS


 


Trust Supplement, dated as of the Issuance
Date, among the Company, NWA Corp. and the Pass Through Trustee in respect of
Northwest Airlines Pass Through Trust, Series 2007-1A.


 


Trust Supplement, dated as of the Issuance
Date, among the Company, NWA Corp. and the Pass Through Trustee in respect of
Northwest Airlines Pass Through Trust, Series 2007-1B.


 

















 


SCHEDULE III TO


 


NOTE PURCHASE AGREEMENT


 


DEPOSIT AGREEMENTS


 


Deposit Agreement (Class A), dated as of
the Issuance Date, between the Depositary and the Escrow Agent.


 


Deposit Agreement (Class B), dated as of
the Issuance Date, between the Depositary and the Escrow Agent.


 

















 


SCHEDULE IV TO


 


NOTE PURCHASE AGREEMENT


 


ESCROW AND PAYING AGENT
AGREEMENTS


 


Escrow and Paying Agent Agreement (Class A),
dated as of the Issuance Date, among the Escrow Agent, the Underwriters, the
Pass Through Trustee and the Paying Agent.


 


Escrow and Paying Agent Agreement (Class B),
dated as of the Issuance Date, among the Escrow Agent, the Underwriters, the
Pass Through Trustee and the Paying Agent.


 

















 


SCHEDULE V TO

NOTE PURCHASE AGREEMENT


 


AGGREGATE AMORTIZATION SCHEDULE


 


	
   

  	
   

  	
  Class A

  	
   

  	
  Class B

  	
   

  
	
  Regular Distribution Date

  	
   

  	
  Scheduled Payments of

  Principal ($)

  	
   

  	
  Expected Pool Factor

  	
   

  	
  Scheduled Payments of

  Principal ($)

  	
   

  	
  Expected Pool Factor

  	
   

  
	
  At Issuance

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1.0000000

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1.0000000

  	
   

  
	
  May 1,
  2008

  	
   

  	
  0.00

  	
   

  	
  1.0000000

  	
   

  	
  0.00

  	
   

  	
  1.0000000

  	
   

  
	
  November 1,
  2008

  	
   

  	
  0.00

  	
   

  	
  1.0000000

  	
   

  	
  0.00

  	
   

  	
  1.0000000

  	
   

  
	
  May 1,
  2009

  	
   

  	
  1,059,842.75

  	
   

  	
  0.9968690

  	
   

  	
  6,859,892.58

  	
   

  	
  0.9407839

  	
   

  
	
  November 1,
  2009

  	
   

  	
  5,201,286.84

  	
   

  	
  0.9815032

  	
   

  	
  5,606,090.59

  	
   

  	
  0.8923908

  	
   

  
	
  May 1,
  2010

  	
   

  	
  6,101,665.04

  	
   

  	
  0.9634775

  	
   

  	
  12,817,090.33

  	
   

  	
  0.7817508

  	
   

  
	
  November 1,
  2010

  	
   

  	
  4,081,427.60

  	
   

  	
  0.9514200

  	
   

  	
  8,612,862.09

  	
   

  	
  0.7074027

  	
   

  
	
  May 1,
  2011

  	
   

  	
  5,900,943.94

  	
   

  	
  0.9339873

  	
   

  	
  6,406,626.59

  	
   

  	
  0.6520993

  	
   

  
	
  November 1,
  2011

  	
   

  	
  6,043,398.53

  	
   

  	
  0.9161337

  	
   

  	
  5,889,233.83

  	
   

  	
  0.6012621

  	
   

  
	
  May 1,
  2012

  	
   

  	
  5,573,321.72

  	
   

  	
  0.8996689

  	
   

  	
  5,995,794.53

  	
   

  	
  0.5495050

  	
   

  
	
  November 1,
  2012

  	
   

  	
  7,664,401.41

  	
   

  	
  0.8770265

  	
   

  	
  3,685,845.31

  	
   

  	
  0.5176880

  	
   

  
	
  May 1,
  2013

  	
   

  	
  7,797,608.82

  	
   

  	
  0.8539906

  	
   

  	
  2,943,788.04

  	
   

  	
  0.4922765

  	
   

  
	
  November 1,
  2013

  	
   

  	
  8,113,880.02

  	
   

  	
  0.8300203

  	
   

  	
  2,429,793.79

  	
   

  	
  0.4713020

  	
   

  
	
  May 1,
  2014

  	
   

  	
  8,520,488.12

  	
   

  	
  0.8048489

  	
   

  	
  1,701,982.99

  	
   

  	
  0.4566101

  	
   

  
	
  November 1,
  2014

  	
   

  	
  8,230,751.44

  	
   

  	
  0.7805334

  	
   

  	
  1,680,302.06

  	
   

  	
  0.4421054

  	
   

  
	
  May 1,
  2015

  	
   

  	
  7,992,886.83

  	
   

  	
  0.7569206

  	
   

  	
  1,616,236.02

  	
   

  	
  0.4281537

  	
   

  
	
  November 1,
  2015

  	
   

  	
  7,815,045.69

  	
   

  	
  0.7338331

  	
   

  	
  1,501,344.48

  	
   

  	
  0.4151937

  	
   

  
	
  May 1,
  2016

  	
   

  	
  7,547,038.27

  	
   

  	
  0.7115375

  	
   

  	
  1,485,537.17

  	
   

  	
  0.4023702

  	
   

  
	
  November 1,
  2016

  	
   

  	
  7,301,909.44

  	
   

  	
  0.6899660

  	
   

  	
  1,455,497.38

  	
   

  	
  0.3898061

  	
   

  
	
  May 1,
  2017

  	
   

  	
  7,086,299.60

  	
   

  	
  0.6690314

  	
   

  	
  1,404,321.31

  	
   

  	
  0.3776836

  	
   

  
	
  November 1,
  2017

  	
   

  	
  6,872,098.08

  	
   

  	
  0.6487297

  	
   

  	
  43,752,760.91

  	
   

  	
  0.0000000

  	
   

  
	
  May 1,
  2018

  	
   

  	
  6,664,421.95

  	
   

  	
  0.6290415

  	
   

  	
  0.00

  	
   

  	
  0.0000000

  	
   

  
	
  November 1,
  2018

  	
   

  	
  6,463,072.43

  	
   

  	
  0.6099481

  	
   

  	
  0.00

  	
   

  	
  0.0000000

  	
   

  
	
  May 1,
  2019

  	
   

  	
  6,267,856.86

  	
   

  	
  0.5914314

  	
   

  	
  0.00

  	
   

  	
  0.0000000

  	
   

  
	
  November 1,
  2019

  	
   

  	
  200,198,354.62

  	
   

  	
  0.0000000

  	
   

  	
  0.00

  	
   

  	
  0.0000000

  	
   

  
												



 

















 


SCHEDULE VI TO

NOTE PURCHASE AGREEMENT


 


REQUIRED TERMS


 


Equipment Notes


 


	
  Obligor:

  	
  Northwest Airlines, Inc. (“Northwest”)

  



 


Principal Amount:


 


The initial principal amount and amortization schedule of the Series A
Equipment Notes and Series B Equipment Notes issued with respect to an
Aircraft shall be as set forth in the following tables for such Aircraft:


 


Series A Equipment Amortization Payments
(in dollars)


 


	
  Date

  	
   

  	
  N612CZ

  	
   

  	
  N613CZ

  	
   

  	
  N614CZ

  	
   

  	
  N615CZ

  	
   

  	
  N616CZ

  	
   

  	
  N617CZ

  	
   

  	
  N619CZ

  	
   

  	
  N620CZ

  	
   

  	
  N621CZ

  	
   

  	
  N622CZ

  	
   

  	
  N623CZ

  	
   

  	
  N624CZ

  	
   

  	
  N625CZ

  	
   

  	
  N626CZ

  	
   

  
	
  1-May-09

  	
   

  	
  220,496.32

  	
   

  	
  220,496.32

  	
   

  	
  220,496.32

  	
   

  	
  28,336.81

  	
   

  	
  28,336.81

  	
   

  	
  28,336.81

  	
   

  	
  28,389.32

  	
   

  	
  28,389.32

  	
   

  	
  28,431.34

  	
   

  	
  28,431.34

  	
   

  	
  28,483.85

  	
   

  	
  28,483.85

  	
   

  	
  28,525.86

  	
   

  	
  28,525.86

  	
   

  
	
  1-Nov-09

  	
   

  	
  228,557.72

  	
   

  	
  228,557.72

  	
   

  	
  228,557.72

  	
   

  	
  192,486.89

  	
   

  	
  192,486.89

  	
   

  	
  192,486.89

  	
   

  	
  192,843.61

  	
   

  	
  192,843.61

  	
   

  	
  193,128.99

  	
   

  	
  193,128.99

  	
   

  	
  193,485.71

  	
   

  	
  193,485.71

  	
   

  	
  193,771.09

  	
   

  	
  193,771.09

  	
   

  
	
  1-May-10

  	
   

  	
  209,060.23

  	
   

  	
  209,060.23

  	
   

  	
  209,060.23

  	
   

  	
  228,897.06

  	
   

  	
  228,897.06

  	
   

  	
  228,897.06

  	
   

  	
  229,321.24

  	
   

  	
  229,321.24

  	
   

  	
  229,660.61

  	
   

  	
  229,660.61

  	
   

  	
  230,084.78

  	
   

  	
  230,084.78

  	
   

  	
  230,424.18

  	
   

  	
  230,424.18

  	
   

  
	
  1-Nov-10

  	
   

  	
  160,766.07

  	
   

  	
  160,766.07

  	
   

  	
  160,766.07

  	
   

  	
  157,713.91

  	
   

  	
  157,713.91

  	
   

  	
  157,713.91

  	
   

  	
  158,006.20

  	
   

  	
  158,006.20

  	
   

  	
  158,240.02

  	
   

  	
  158,240.02

  	
   

  	
  158,532.29

  	
   

  	
  158,532.29

  	
   

  	
  158,766.11

  	
   

  	
  158,766.11

  	
   

  
	
  1-May-11

  	
   

  	
  233,801.12

  	
   

  	
  233,801.12

  	
   

  	
  233,801.12

  	
   

  	
  212,661.49

  	
   

  	
  212,661.49

  	
   

  	
  212,661.49

  	
   

  	
  213,055.60

  	
   

  	
  213,055.60

  	
   

  	
  213,370.89

  	
   

  	
  213,370.89

  	
   

  	
  213,764.99

  	
   

  	
  213,764.99

  	
   

  	
  214,080.27

  	
   

  	
  214,080.27

  	
   

  
	
  1-Nov-11

  	
   

  	
  191,139.30

  	
   

  	
  191,139.30

  	
   

  	
  191,139.30

  	
   

  	
  234,148.28

  	
   

  	
  234,148.28

  	
   

  	
  234,148.28

  	
   

  	
  234,582.22

  	
   

  	
  234,582.22

  	
   

  	
  234,929.36

  	
   

  	
  234,929.36

  	
   

  	
  235,363.31

  	
   

  	
  235,363.31

  	
   

  	
  235,710.43

  	
   

  	
  235,710.43

  	
   

  
	
  1-May-12

  	
   

  	
  226,511.05

  	
   

  	
  226,511.05

  	
   

  	
  226,511.05

  	
   

  	
  191,423.10

  	
   

  	
  191,423.10

  	
   

  	
  191,423.10

  	
   

  	
  191,777.85

  	
   

  	
  191,777.85

  	
   

  	
  192,061.65

  	
   

  	
  192,061.65

  	
   

  	
  192,416.40

  	
   

  	
  192,416.40

  	
   

  	
  192,700.19

  	
   

  	
  192,700.19

  	
   

  
	
  1-Nov-12

  	
   

  	
  440,347.50

  	
   

  	
  440,347.50

  	
   

  	
  440,347.50

  	
   

  	
  345,499.63

  	
   

  	
  345,499.63

  	
   

  	
  345,499.63

  	
   

  	
  356,065.58

  	
   

  	
  356,065.58

  	
   

  	
  324,399.26

  	
   

  	
  324,399.26

  	
   

  	
  334,965.23

  	
   

  	
  334,965.23

  	
   

  	
  343,418.02

  	
   

  	
  343,418.02

  	
   

  
	
  1-May-13

  	
   

  	
  319,825.86

  	
   

  	
  319,825.86

  	
   

  	
  319,825.86

  	
   

  	
  330,059.15

  	
   

  	
  330,059.15

  	
   

  	
  330,059.15

  	
   

  	
  330,368.44

  	
   

  	
  330,368.44

  	
   

  	
  331,838.08

  	
   

  	
  331,838.08

  	
   

  	
  332,147.38

  	
   

  	
  332,147.38

  	
   

  	
  332,394.81

  	
   

  	
  332,394.81

  	
   

  
	
  1-Nov-13

  	
   

  	
  310,144.24

  	
   

  	
  310,144.24

  	
   

  	
  310,144.24

  	
   

  	
  320,065.86

  	
   

  	
  320,065.86

  	
   

  	
  320,065.86

  	
   

  	
  320,365.86

  	
   

  	
  320,365.86

  	
   

  	
  321,790.79

  	
   

  	
  321,790.79

  	
   

  	
  322,090.78

  	
   

  	
  322,090.78

  	
   

  	
  322,330.77

  	
   

  	
  322,330.77

  	
   

  
	
  1-May-14

  	
   

  	
  300,757.55

  	
   

  	
  300,757.55

  	
   

  	
  300,757.55

  	
   

  	
  310,377.01

  	
   

  	
  310,377.01

  	
   

  	
  310,377.01

  	
   

  	
  310,667.98

  	
   

  	
  310,667.98

  	
   

  	
  312,049.60

  	
   

  	
  312,049.60

  	
   

  	
  312,340.57

  	
   

  	
  312,340.57

  	
   

  	
  312,573.34

  	
   

  	
  312,573.34

  	
   

  
	
  1-Nov-14

  	
   

  	
  291,656.81

  	
   

  	
  291,656.81

  	
   

  	
  291,656.81

  	
   

  	
  300,983.32

  	
   

  	
  300,983.32

  	
   

  	
  300,983.32

  	
   

  	
  301,265.54

  	
   

  	
  301,265.54

  	
   

  	
  302,605.17

  	
   

  	
  302,605.17

  	
   

  	
  302,887.37

  	
   

  	
  302,887.37

  	
   

  	
  303,113.16

  	
   

  	
  303,113.16

  	
   

  
	
  1-May-15

  	
   

  	
  282,833.32

  	
   

  	
  282,833.32

  	
   

  	
  282,833.32

  	
   

  	
  291,875.79

  	
   

  	
  291,875.79

  	
   

  	
  291,875.79

  	
   

  	
  292,149.52

  	
   

  	
  292,149.52

  	
   

  	
  293,448.44

  	
   

  	
  293,448.44

  	
   

  	
  293,722.18

  	
   

  	
  293,722.18

  	
   

  	
  293,941.16

  	
   

  	
  293,941.16

  	
   

  
	
  1-Nov-15

  	
   

  	
  274,278.64

  	
   

  	
  274,278.64

  	
   

  	
  274,278.64

  	
   

  	
  283,045.72

  	
   

  	
  283,045.72

  	
   

  	
  283,045.72

  	
   

  	
  283,311.24

  	
   

  	
  283,311.24

  	
   

  	
  281,265.55

  	
   

  	
  281,265.55

  	
   

  	
  284,836.17

  	
   

  	
  284,836.17

  	
   

  	
  285,048.59

  	
   

  	
  285,048.59

  	
   

  
	
  1-May-16

  	
   

  	
  265,984.56

  	
   

  	
  265,984.56

  	
   

  	
  265,984.56

  	
   

  	
  274,484.66

  	
   

  	
  274,484.66

  	
   

  	
  274,484.66

  	
   

  	
  274,742.19

  	
   

  	
  274,742.19

  	
   

  	
  279,268.46

  	
   

  	
  279,268.46

  	
   

  	
  276,220.89

  	
   

  	
  276,220.89

  	
   

  	
  276,426.90

  	
   

  	
  276,426.90

  	
   

  
	
  1-Nov-16

  	
   

  	
  257,943.14

  	
   

  	
  257,943.14

  	
   

  	
  257,943.14

  	
   

  	
  266,184.40

  	
   

  	
  266,184.40

  	
   

  	
  266,184.40

  	
   

  	
  266,434.19

  	
   

  	
  266,434.19

  	
   

  	
  267,618.25

  	
   

  	
  267,618.25

  	
   

  	
  267,868.05

  	
   

  	
  267,868.05

  	
   

  	
  268,067.89

  	
   

  	
  268,067.89

  	
   

  
	
  1-May-17

  	
   

  	
  250,146.70

  	
   

  	
  250,146.70

  	
   

  	
  250,146.70

  	
   

  	
  258,136.98

  	
   

  	
  258,136.98

  	
   

  	
  258,136.98

  	
   

  	
  258,379.30

  	
   

  	
  258,379.30

  	
   

  	
  259,527.36

  	
   

  	
  259,527.36

  	
   

  	
  259,769.66

  	
   

  	
  259,769.66

  	
   

  	
  259,963.52

  	
   

  	
  259,963.52

  	
   

  



 

















 


	
  1-Nov-17

  	
   

  	
  242,587.79

  	
   

  	
  242,587.79

  	
   

  	
  242,587.79

  	
   

  	
  250,334.75

  	
   

  	
  250,334.75

  	
   

  	
  250,334.75

  	
   

  	
  250,569.78

  	
   

  	
  250,569.78

  	
   

  	
  251,682.97

  	
   

  	
  251,682.97

  	
   

  	
  251,918.01

  	
   

  	
  251,918.01

  	
   

  	
  252,106.03

  	
   

  	
  252,106.03

  	
   

  
	
  1-May-18

  	
   

  	
  235,259.14

  	
   

  	
  235,259.14

  	
   

  	
  235,259.14

  	
   

  	
  242,770.18

  	
   

  	
  242,770.18

  	
   

  	
  242,770.18

  	
   

  	
  242,998.17

  	
   

  	
  242,998.17

  	
   

  	
  244,077.54

  	
   

  	
  244,077.54

  	
   

  	
  244,305.53

  	
   

  	
  244,305.53

  	
   

  	
  244,487.93

  	
   

  	
  244,487.93

  	
   

  
	
  1-Nov-18

  	
   

  	
  228,153.75

  	
   

  	
  228,153.75

  	
   

  	
  228,153.75

  	
   

  	
  235,436.07

  	
   

  	
  235,436.07

  	
   

  	
  235,436.07

  	
   

  	
  235,657.23

  	
   

  	
  235,657.23

  	
   

  	
  236,703.80

  	
   

  	
  236,703.80

  	
   

  	
  236,924.96

  	
   

  	
  236,924.96

  	
   

  	
  237,101.88

  	
   

  	
  237,101.88

  	
   

  
	
  1-May-19

  	
   

  	
  221,264.82

  	
   

  	
  221,264.82

  	
   

  	
  221,264.82

  	
   

  	
  228,325.37

  	
   

  	
  228,325.37

  	
   

  	
  228,325.37

  	
   

  	
  228,539.92

  	
   

  	
  228,539.92

  	
   

  	
  229,554.70

  	
   

  	
  229,554.70

  	
   

  	
  229,769.24

  	
   

  	
  229,769.24

  	
   

  	
  229,940.87

  	
   

  	
  229,940.87

  	
   

  
	
  1-Nov-19

  	
   

  	
  7,065,810.66

  	
   

  	
  7,065,810.66

  	
   

  	
  7,065,810.66

  	
   

  	
  7,292,576.25

  	
   

  	
  7,292,576.25

  	
   

  	
  7,292,576.25

  	
   

  	
  7,299,452.20

  	
   

  	
  7,299,452.20

  	
   

  	
  7,331,786.77

  	
   

  	
  7,331,786.77

  	
   

  	
  7,338,662.72

  	
   

  	
  7,338,662.72

  	
   

  	
  7,344,163.48

  	
   

  	
  7,344,163.48

  	
   

  



 


	
  Date

  	
   

  	
  N627CZ

  	
   

  	
  N628CZ

  	
   

  	
  N629CZ

  	
   

  	
  N630CZ

  	
   

  	
  N631CZ

  	
   

  	
  N632CZ

  	
   

  	
  N633CZ

  	
   

  	
  N634CZ

  	
   

  	
  N635CZ

  	
   

  	
  N636CZ

  	
   

  	
  N637CZ

  	
   

  	
  N638CZ

  	
   

  	
  N639CZ

  	
   

  
	
  1-May-09

  	
   

  	
  28,525.86

  	
   

  	
  28,578.38

  	
   

  	
  28,578.38

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-Nov-09

  	
   

  	
  193,771.09

  	
   

  	
  194,127.81

  	
   

  	
  194,127.81

  	
   

  	
  180,406.14

  	
   

  	
  180,406.14

  	
   

  	
  180,737.15

  	
   

  	
  180,737.15

  	
   

  	
  180,737.15

  	
   

  	
  181,001.98

  	
   

  	
  181,001.98

  	
   

  	
  181,333.00

  	
   

  	
  181,333.00

  	
   

  	
  181,973.81

  	
   

  
	
  1-May-10

  	
   

  	
  230,424.18

  	
   

  	
  230,848.34

  	
   

  	
  230,848.34

  	
   

  	
  225,054.22

  	
   

  	
  225,054.22

  	
   

  	
  225,467.17

  	
   

  	
  225,467.17

  	
   

  	
  225,467.17

  	
   

  	
  225,797.51

  	
   

  	
  225,797.51

  	
   

  	
  226,210.45

  	
   

  	
  226,210.45

  	
   

  	
  226,164.82

  	
   

  
	
  1-Nov-10

  	
   

  	
  158,766.11

  	
   

  	
  159,058.39

  	
   

  	
  159,058.39

  	
   

  	
  137,802.05

  	
   

  	
  137,802.05

  	
   

  	
  138,054.90

  	
   

  	
  138,054.90

  	
   

  	
  138,054.90

  	
   

  	
  138,257.18

  	
   

  	
  138,257.18

  	
   

  	
  138,510.03

  	
   

  	
  138,510.03

  	
   

  	
  138,712.31

  	
   

  
	
  1-May-11

  	
   

  	
  214,080.27

  	
   

  	
  214,474.39

  	
   

  	
  214,474.39

  	
   

  	
  220,322.03

  	
   

  	
  220,322.03

  	
   

  	
  220,726.27

  	
   

  	
  220,726.27

  	
   

  	
  220,726.27

  	
   

  	
  221,049.70

  	
   

  	
  221,049.70

  	
   

  	
  221,453.97

  	
   

  	
  221,453.97

  	
   

  	
  222,153.35

  	
   

  
	
  1-Nov-11

  	
   

  	
  235,710.43

  	
   

  	
  236,144.39

  	
   

  	
  236,144.39

  	
   

  	
  217,206.89

  	
   

  	
  217,206.89

  	
   

  	
  217,605.44

  	
   

  	
  217,605.44

  	
   

  	
  217,605.44

  	
   

  	
  217,924.27

  	
   

  	
  217,924.27

  	
   

  	
  218,322.82

  	
   

  	
  218,322.82

  	
   

  	
  218,641.66

  	
   

  
	
  1-May-12

  	
   

  	
  192,700.19

  	
   

  	
  193,054.94

  	
   

  	
  193,054.94

  	
   

  	
  219,642.93

  	
   

  	
  219,642.93

  	
   

  	
  220,045.96

  	
   

  	
  220,045.96

  	
   

  	
  220,045.96

  	
   

  	
  220,368.36

  	
   

  	
  220,368.36

  	
   

  	
  220,771.38

  	
   

  	
  220,771.38

  	
   

  	
  221,093.80

  	
   

  
	
  1-Nov-12

  	
   

  	
  343,418.02

  	
   

  	
  313,864.87

  	
   

  	
  313,864.87

  	
   

  	
  161,084.88

  	
   

  	
  161,084.88

  	
   

  	
  160,801.91

  	
   

  	
  160,801.91

  	
   

  	
  160,801.91

  	
   

  	
  162,903.69

  	
   

  	
  162,903.69

  	
   

  	
  162,619.98

  	
   

  	
  162,619.98

  	
   

  	
  162,393.25

  	
   

  
	
  1-May-13

  	
   

  	
  332,394.81

  	
   

  	
  333,926.30

  	
   

  	
  333,926.30

  	
   

  	
  218,828.47

  	
   

  	
  218,828.47

  	
   

  	
  219,334.29

  	
   

  	
  219,334.29

  	
   

  	
  219,334.29

  	
   

  	
  219,329.92

  	
   

  	
  219,329.92

  	
   

  	
  219,829.25

  	
   

  	
  219,829.25

  	
   

  	
  220,230.81

  	
   

  
	
  1-Nov-13

  	
   

  	
  322,330.77

  	
   

  	
  323,815.72

  	
   

  	
  323,815.72

  	
   

  	
  271,602.22

  	
   

  	
  271,602.22

  	
   

  	
  282,245.50

  	
   

  	
  282,245.50

  	
   

  	
  282,245.50

  	
   

  	
  249,944.10

  	
   

  	
  249,944.10

  	
   

  	
  260,594.63

  	
   

  	
  260,594.63

  	
   

  	
  269,112.71

  	
   

  
	
  1-May-14

  	
   

  	
  312,573.34

  	
   

  	
  314,013.17

  	
   

  	
  314,013.17

  	
   

  	
  324,055.71

  	
   

  	
  324,055.71

  	
   

  	
  324,355.71

  	
   

  	
  324,355.71

  	
   

  	
  324,355.71

  	
   

  	
  325,780.66

  	
   

  	
  325,780.66

  	
   

  	
  326,080.64

  	
   

  	
  326,080.64

  	
   

  	
  326,320.63

  	
   

  
	
  1-Nov-14

  	
   

  	
  303,113.16

  	
   

  	
  288,587.26

  	
   

  	
  288,587.26

  	
   

  	
  314,245.94

  	
   

  	
  314,245.94

  	
   

  	
  314,536.90

  	
   

  	
  314,536.90

  	
   

  	
  314,536.90

  	
   

  	
  315,918.52

  	
   

  	
  315,918.52

  	
   

  	
  316,209.50

  	
   

  	
  316,209.50

  	
   

  	
  316,442.27

  	
   

  
	
  1-May-15

  	
   

  	
  293,941.16

  	
   

  	
  311,216.78

  	
   

  	
  311,216.78

  	
   

  	
  304,734.99

  	
   

  	
  304,734.99

  	
   

  	
  305,017.22

  	
   

  	
  305,017.22

  	
   

  	
  305,017.22

  	
   

  	
  302,859.19

  	
   

  	
  302,859.19

  	
   

  	
  294,285.65

  	
   

  	
  294,285.65

  	
   

  	
  287,050.86

  	
   

  
	
  1-Nov-15

  	
   

  	
  285,048.59

  	
   

  	
  286,361.11

  	
   

  	
  286,361.11

  	
   

  	
  295,513.80

  	
   

  	
  295,513.80

  	
   

  	
  295,787.53

  	
   

  	
  295,787.53

  	
   

  	
  295,787.53

  	
   

  	
  300,584.10

  	
   

  	
  300,584.10

  	
   

  	
  309,713.59

  	
   

  	
  309,713.59

  	
   

  	
  317,393.13

  	
   

  
	
  1-May-16

  	
   

  	
  276,426.90

  	
   

  	
  277,699.58

  	
   

  	
  277,699.58

  	
   

  	
  289,234.66

  	
   

  	
  289,234.66

  	
   

  	
  286,839.03

  	
   

  	
  286,839.03

  	
   

  	
  286,839.03

  	
   

  	
  288,098.47

  	
   

  	
  288,098.47

  	
   

  	
  288,363.97

  	
   

  	
  288,363.97

  	
   

  	
  288,576.38

  	
   

  
	
  1-Nov-16

  	
   

  	
  268,067.89

  	
   

  	
  269,301.89

  	
   

  	
  269,301.89

  	
   

  	
  275,244.46

  	
   

  	
  275,244.46

  	
   

  	
  278,163.14

  	
   

  	
  278,163.14

  	
   

  	
  278,163.14

  	
   

  	
  279,384.28

  	
   

  	
  279,384.28

  	
   

  	
  279,641.82

  	
   

  	
  279,641.82

  	
   

  	
  279,847.85

  	
   

  
	
  1-May-17

  	
   

  	
  259,963.52

  	
   

  	
  261,160.05

  	
   

  	
  261,160.05

  	
   

  	
  269,501.73

  	
   

  	
  269,501.73

  	
   

  	
  269,751.54

  	
   

  	
  269,751.54

  	
   

  	
  269,751.54

  	
   

  	
  270,935.59

  	
   

  	
  270,935.59

  	
   

  	
  271,185.39

  	
   

  	
  271,185.39

  	
   

  	
  271,385.22

  	
   

  
	
  1-Nov-17

  	
   

  	
  252,106.03

  	
   

  	
  253,266.23

  	
   

  	
  253,266.23

  	
   

  	
  261,353.88

  	
   

  	
  261,353.88

  	
   

  	
  261,596.19

  	
   

  	
  261,596.19

  	
   

  	
  261,596.19

  	
   

  	
  262,744.26

  	
   

  	
  262,744.26

  	
   

  	
  262,986.56

  	
   

  	
  262,986.56

  	
   

  	
  263,180.42

  	
   

  
	
  1-May-18

  	
   

  	
  244,487.93

  	
   

  	
  245,612.88

  	
   

  	
  245,612.88

  	
   

  	
  253,454.26

  	
   

  	
  253,454.26

  	
   

  	
  253,689.30

  	
   

  	
  253,689.30

  	
   

  	
  253,689.30

  	
   

  	
  254,802.48

  	
   

  	
  254,802.48

  	
   

  	
  255,037.52

  	
   

  	
  255,037.52

  	
   

  	
  255,225.54

  	
   

  
	
  1-Nov-18

  	
   

  	
  237,101.88

  	
   

  	
  238,192.70

  	
   

  	
  238,192.70

  	
   

  	
  245,795.28

  	
   

  	
  245,795.28

  	
   

  	
  246,023.28

  	
   

  	
  246,023.28

  	
   

  	
  246,023.28

  	
   

  	
  247,102.63

  	
   

  	
  247,102.63

  	
   

  	
  247,330.63

  	
   

  	
  247,330.63

  	
   

  	
  247,513.03

  	
   

  
	
  1-May-19

  	
   

  	
  229,940.87

  	
   

  	
  230,998.56

  	
   

  	
  230,998.56

  	
   

  	
  238,369.63

  	
   

  	
  238,369.63

  	
   

  	
  238,590.79

  	
   

  	
  238,590.79

  	
   

  	
  238,590.79

  	
   

  	
  239,637.36

  	
   

  	
  239,637.36

  	
   

  	
  239,858.52

  	
   

  	
  239,858.52

  	
   

  	
  240,035.45

  	
   

  
	
  1-Nov-19

  	
   

  	
  7,344,163.48

  	
   

  	
  7,377,873.24

  	
   

  	
  7,377,873.24

  	
   

  	
  7,614,544.20

  	
   

  	
  7,614,544.20

  	
   

  	
  7,621,634.68

  	
   

  	
  7,621,634.68

  	
   

  	
  7,621,634.68

  	
   

  	
  7,654,984.03

  	
   

  	
  7,654,984.03

  	
   

  	
  7,662,074.52

  	
   

  	
  7,662,074.52

  	
   

  	
  7,667,044.05

  	
   

  



 

















 


Series B Equipment Amortization Payments
(in dollars)




	
   

  	
   

  	
  N612CZ

  	
   

  	
  N613CZ

  	
   

  	
  N614CZ

  	
   

  	
  N615CZ

  	
   

  	
  N616CZ

  	
   

  	
  N617CZ

  	
   

  	
  N619CZ

  	
   

  	
  N620CZ

  	
   

  	
  N621CZ

  	
   

  	
  N622CZ

  	
   

  	
  N623CZ

  	
   

  	
  N624CZ

  	
   

  	
  N625CZ

  	
   

  	
  N626CZ

  	
   

  
	
  1-May-09

  	
   

  	
  739,333.13

  	
   

  	
  739,333.13

  	
   

  	
  739,333.13

  	
   

  	
  419,497.72

  	
   

  	
  419,497.72

  	
   

  	
  419,497.72

  	
   

  	
  403,096.32

  	
   

  	
  403,096.32

  	
   

  	
  324,579.64

  	
   

  	
  324,579.64

  	
   

  	
  308,178.24

  	
   

  	
  308,178.24

  	
   

  	
  295,057.13

  	
   

  	
  295,057.13

  	
   

  
	
  1-Nov-09

  	
   

  	
  280,658.48

  	
   

  	
  280,658.48

  	
   

  	
  280,658.48

  	
   

  	
  324,507.98

  	
   

  	
  324,507.98

  	
   

  	
  324,507.98

  	
   

  	
  324,819.63

  	
   

  	
  324,819.63

  	
   

  	
  326,240.05

  	
   

  	
  326,240.05

  	
   

  	
  326,551.70

  	
   

  	
  326,551.70

  	
   

  	
  326,801.02

  	
   

  	
  326,801.02

  	
   

  
	
  1-May-10

  	
   

  	
  455,243.52

  	
   

  	
  455,243.52

  	
   

  	
  455,243.52

  	
   

  	
  465,404.08

  	
   

  	
  465,404.08

  	
   

  	
  465,404.08

  	
   

  	
  465,439.79

  	
   

  	
  465,439.79

  	
   

  	
  468,810.26

  	
   

  	
  468,810.26

  	
   

  	
  468,845.99

  	
   

  	
  468,845.99

  	
   

  	
  468,874.48

  	
   

  	
  468,874.48

  	
   

  
	
  1-Nov-10

  	
   

  	
  287,200.61

  	
   

  	
  287,200.61

  	
   

  	
  287,200.61

  	
   

  	
  304,672.98

  	
   

  	
  304,672.98

  	
   

  	
  304,672.98

  	
   

  	
  304,811.39

  	
   

  	
  304,811.39

  	
   

  	
  306,644.87

  	
   

  	
  306,644.87

  	
   

  	
  306,783.28

  	
   

  	
  306,783.28

  	
   

  	
  306,894.01

  	
   

  	
  306,894.01

  	
   

  
	
  1-May-11

  	
   

  	
  200,518.69

  	
   

  	
  200,518.69

  	
   

  	
  200,518.69

  	
   

  	
  235,639.24

  	
   

  	
  235,639.24

  	
   

  	
  235,639.24

  	
   

  	
  235,662.70

  	
   

  	
  235,662.70

  	
   

  	
  237,351.73

  	
   

  	
  237,351.73

  	
   

  	
  237,375.19

  	
   

  	
  237,375.19

  	
   

  	
  237,393.97

  	
   

  	
  237,393.97

  	
   

  
	
  1-Nov-11

  	
   

  	
  229,949.38

  	
   

  	
  229,949.38

  	
   

  	
  229,949.38

  	
   

  	
  200,495.41

  	
   

  	
  200,495.41

  	
   

  	
  200,495.41

  	
   

  	
  200,466.31

  	
   

  	
  200,466.31

  	
   

  	
  202,062.44

  	
   

  	
  202,062.44

  	
   

  	
  202,033.33

  	
   

  	
  202,033.33

  	
   

  	
  202,010.09

  	
   

  	
  202,010.09

  	
   

  
	
  1-May-12

  	
   

  	
  181,749.56

  	
   

  	
  181,749.56

  	
   

  	
  181,749.56

  	
   

  	
  229,979.59

  	
   

  	
  229,979.59

  	
   

  	
  229,979.59

  	
   

  	
  230,017.35

  	
   

  	
  230,017.35

  	
   

  	
  231,617.62

  	
   

  	
  231,617.62

  	
   

  	
  231,655.38

  	
   

  	
  231,655.38

  	
   

  	
  231,685.59

  	
   

  	
  231,685.59

  	
   

  
	
  1-Nov-12

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  63,065.42

  	
   

  	
  63,065.42

  	
   

  	
  63,065.42

  	
   

  	
  52,880.03

  	
   

  	
  52,880.03

  	
   

  	
  86,373.02

  	
   

  	
  86,373.02

  	
   

  	
  76,187.61

  	
   

  	
  76,187.61

  	
   

  	
  68,039.26

  	
   

  	
  68,039.26

  	
   

  
	
  1-May-13

  	
   

  	
  19,414.96

  	
   

  	
  19,414.96

  	
   

  	
  19,414.96

  	
   

  	
  66,059.38

  	
   

  	
  66,059.38

  	
   

  	
  66,059.38

  	
   

  	
  66,119.04

  	
   

  	
  66,119.04

  	
   

  	
  66,420.43

  	
   

  	
  66,420.43

  	
   

  	
  66,480.09

  	
   

  	
  66,480.09

  	
   

  	
  66,527.83

  	
   

  	
  66,527.83

  	
   

  
	
  1-Nov-13

  	
   

  	
  61,929.71

  	
   

  	
  61,929.71

  	
   

  	
  61,929.71

  	
   

  	
  63,985.29

  	
   

  	
  63,985.29

  	
   

  	
  63,985.29

  	
   

  	
  64,043.02

  	
   

  	
  64,043.02

  	
   

  	
  64,335.15

  	
   

  	
  64,335.15

  	
   

  	
  64,392.88

  	
   

  	
  64,392.88

  	
   

  	
  64,439.07

  	
   

  	
  64,439.07

  	
   

  
	
  1-May-14

  	
   

  	
  59,981.53

  	
   

  	
  59,981.53

  	
   

  	
  59,981.53

  	
   

  	
  61,974.40

  	
   

  	
  61,974.40

  	
   

  	
  61,974.40

  	
   

  	
  62,030.26

  	
   

  	
  62,030.26

  	
   

  	
  62,313.39

  	
   

  	
  62,313.39

  	
   

  	
  62,369.25

  	
   

  	
  62,369.25

  	
   

  	
  62,413.94

  	
   

  	
  62,413.94

  	
   

  
	
  1-Nov-14

  	
   

  	
  58,092.70

  	
   

  	
  58,092.70

  	
   

  	
  58,092.70

  	
   

  	
  60,024.77

  	
   

  	
  60,024.77

  	
   

  	
  60,024.77

  	
   

  	
  60,078.81

  	
   

  	
  60,078.81

  	
   

  	
  60,353.22

  	
   

  	
  60,353.22

  	
   

  	
  60,407.27

  	
   

  	
  60,407.27

  	
   

  	
  60,450.50

  	
   

  	
  60,450.50

  	
   

  
	
  1-May-15

  	
   

  	
  56,261.41

  	
   

  	
  56,261.41

  	
   

  	
  56,261.41

  	
   

  	
  58,134.53

  	
   

  	
  58,134.53

  	
   

  	
  58,134.53

  	
   

  	
  58,186.81

  	
   

  	
  58,186.81

  	
   

  	
  58,452.77

  	
   

  	
  58,452.77

  	
   

  	
  58,505.06

  	
   

  	
  58,505.06

  	
   

  	
  58,546.89

  	
   

  	
  58,546.89

  	
   

  
	
  1-Nov-15

  	
   

  	
  54,485.91

  	
   

  	
  54,485.91

  	
   

  	
  54,485.91

  	
   

  	
  56,301.87

  	
   

  	
  56,301.87

  	
   

  	
  56,301.87

  	
   

  	
  56,352.45

  	
   

  	
  56,352.45

  	
   

  	
  59,915.34

  	
   

  	
  59,915.34

  	
   

  	
  56,660.79

  	
   

  	
  56,660.79

  	
   

  	
  56,701.25

  	
   

  	
  56,701.25

  	
   

  
	
  1-May-16

  	
   

  	
  52,764.49

  	
   

  	
  52,764.49

  	
   

  	
  52,764.49

  	
   

  	
  54,525.05

  	
   

  	
  54,525.05

  	
   

  	
  54,525.05

  	
   

  	
  54,573.96

  	
   

  	
  54,573.96

  	
   

  	
  51,518.68

  	
   

  	
  51,518.68

  	
   

  	
  54,872.71

  	
   

  	
  54,872.71

  	
   

  	
  54,911.85

  	
   

  	
  54,911.85

  	
   

  
	
  1-Nov-16

  	
   

  	
  51,095.52

  	
   

  	
  51,095.52

  	
   

  	
  51,095.52

  	
   

  	
  52,802.35

  	
   

  	
  52,802.35

  	
   

  	
  52,802.35

  	
   

  	
  52,849.67

  	
   

  	
  52,849.67

  	
   

  	
  53,091.79

  	
   

  	
  53,091.79

  	
   

  	
  53,139.11

  	
   

  	
  53,139.11

  	
   

  	
  53,176.96

  	
   

  	
  53,176.96

  	
   

  
	
  1-May-17

  	
   

  	
  49,477.40

  	
   

  	
  49,477.40

  	
   

  	
  49,477.40

  	
   

  	
  51,132.14

  	
   

  	
  51,132.14

  	
   

  	
  51,132.14

  	
   

  	
  51,177.89

  	
   

  	
  51,177.89

  	
   

  	
  51,412.55

  	
   

  	
  51,412.55

  	
   

  	
  51,458.31

  	
   

  	
  51,458.31

  	
   

  	
  51,494.92

  	
   

  	
  51,494.92

  	
   

  
	
  1-Nov-17

  	
   

  	
  1,542,632.89

  	
   

  	
  1,542,632.89

  	
   

  	
  1,542,632.89

  	
   

  	
  1,593,224.87

  	
   

  	
  1,593,224.87

  	
   

  	
  1,593,224.87

  	
   

  	
  1,594,618.11

  	
   

  	
  1,594,618.11

  	
   

  	
  1,602,035.64

  	
   

  	
  1,602,035.64

  	
   

  	
  1,603,428.86

  	
   

  	
  1,603,428.86

  	
   

  	
  1,604,543.46

  	
   

  	
  1,604,543.46

  	
   

  
	
  1-May-18

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-Nov-18

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-May-19

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-Nov-19

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  



 


	
   

  	
   

  	
  N627CZ

  	
   

  	
  N628CZ

  	
   

  	
  N629CZ

  	
   

  	
  N630CZ

  	
   

  	
  N631CZ

  	
   

  	
  N632CZ

  	
   

  	
  N633CZ

  	
   

  	
  N634CZ

  	
   

  	
  N635CZ

  	
   

  	
  N636CZ

  	
   

  	
  N637CZ

  	
   

  	
  N638CZ

  	
   

  	
  N639CZ

  	
   

  
	
  1-May-09

  	
   

  	
  295,057.13

  	
   

  	
  213,260.16

  	
   

  	
  213,260.16

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-Nov-09

  	
   

  	
  326,801.02

  	
   

  	
  328,283.77

  	
   

  	
  328,283.77

  	
   

  	
  49,686.79

  	
   

  	
  49,686.79

  	
   

  	
  33,008.09

  	
   

  	
  33,008.09

  	
   

  	
  33,008.09

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-May-10

  	
   

  	
  468,874.48

  	
   

  	
  472,252.16

  	
   

  	
  472,252.16

  	
   

  	
  517,158.73

  	
   

  	
  517,158.73

  	
   

  	
  517,428.59

  	
   

  	
  517,428.59

  	
   

  	
  517,428.59

  	
   

  	
  474,650.24

  	
   

  	
  474,650.24

  	
   

  	
  458,241.39

  	
   

  	
  458,241.39

  	
   

  	
  445,441.20

  	
   

  
	
  1-Nov-10

  	
   

  	
  306,894.01

  	
   

  	
  308,755.17

  	
   

  	
  308,755.17

  	
   

  	
  345,066.18

  	
   

  	
  345,066.18

  	
   

  	
  345,257.55

  	
   

  	
  345,257.55

  	
   

  	
  345,257.55

  	
   

  	
  347,187.53

  	
   

  	
  347,187.53

  	
   

  	
  347,378.90

  	
   

  	
  347,378.90

  	
   

  	
  347,532.00

  	
   

  



 

















 


	
  1-May-11

  	
   

  	
  237,393.97

  	
   

  	
  239,087.70

  	
   

  	
  239,087.70

  	
   

  	
  247,836.09

  	
   

  	
  247,836.09

  	
   

  	
  247,862.53

  	
   

  	
  247,862.53

  	
   

  	
  247,862.53

  	
   

  	
  249,606.41

  	
   

  	
  249,606.41

  	
   

  	
  249,632.83

  	
   

  	
  249,632.83

  	
   

  	
  249,278.00

  	
   

  
	
  1-Nov-11

  	
   

  	
  202,010.09

  	
   

  	
  203,600.37

  	
   

  	
  203,600.37

  	
   

  	
  236,689.24

  	
   

  	
  236,689.24

  	
   

  	
  236,708.26

  	
   

  	
  236,708.26

  	
   

  	
  236,708.26

  	
   

  	
  238,393.75

  	
   

  	
  238,393.75

  	
   

  	
  238,412.77

  	
   

  	
  238,412.77

  	
   

  	
  238,427.99

  	
   

  
	
  1-May-12

  	
   

  	
  231,685.59

  	
   

  	
  233,293.41

  	
   

  	
  233,293.41

  	
   

  	
  220,425.69

  	
   

  	
  220,425.69

  	
   

  	
  220,427.52

  	
   

  	
  220,427.52

  	
   

  	
  220,427.52

  	
   

  	
  222,048.38

  	
   

  	
  222,048.38

  	
   

  	
  222,050.21

  	
   

  	
  222,050.21

  	
   

  	
  222,051.67

  	
   

  
	
  1-Nov-12

  	
   

  	
  68,039.26

  	
   

  	
  99,495.19

  	
   

  	
  99,495.19

  	
   

  	
  265,577.49

  	
   

  	
  265,577.49

  	
   

  	
  266,252.96

  	
   

  	
  266,252.96

  	
   

  	
  266,252.96

  	
   

  	
  266,035.26

  	
   

  	
  266,035.26

  	
   

  	
  266,711.48

  	
   

  	
  266,711.48

  	
   

  	
  267,252.23

  	
   

  
	
  1-May-13

  	
   

  	
  66,527.83

  	
   

  	
  66,841.16

  	
   

  	
  66,841.16

  	
   

  	
  194,836.04

  	
   

  	
  194,836.04

  	
   

  	
  194,710.78

  	
   

  	
  194,710.78

  	
   

  	
  194,710.78

  	
   

  	
  196,541.82

  	
   

  	
  196,541.82

  	
   

  	
  196,423.05

  	
   

  	
  196,423.05

  	
   

  	
  196,325.93

  	
   

  
	
  1-Nov-13

  	
   

  	
  64,439.07

  	
   

  	
  64,742.74

  	
   

  	
  64,742.74

  	
   

  	
  129,460.41

  	
   

  	
  129,460.41

  	
   

  	
  119,186.08

  	
   

  	
  119,186.08

  	
   

  	
  119,186.08

  	
   

  	
  153,258.50

  	
   

  	
  153,258.50

  	
   

  	
  142,976.95

  	
   

  	
  142,976.95

  	
   

  	
  134,754.04

  	
   

  
	
  1-May-14

  	
   

  	
  62,413.94

  	
   

  	
  62,708.24

  	
   

  	
  62,708.24

  	
   

  	
  64,788.92

  	
   

  	
  64,788.92

  	
   

  	
  64,846.66

  	
   

  	
  64,846.66

  	
   

  	
  64,846.66

  	
   

  	
  65,138.78

  	
   

  	
  65,138.78

  	
   

  	
  65,196.51

  	
   

  	
  65,196.51

  	
   

  	
  65,242.70

  	
   

  
	
  1-Nov-14

  	
   

  	
  60,450.50

  	
   

  	
  76,657.70

  	
   

  	
  76,657.70

  	
   

  	
  62,752.93

  	
   

  	
  62,752.93

  	
   

  	
  62,808.80

  	
   

  	
  62,808.80

  	
   

  	
  62,808.80

  	
   

  	
  63,091.93

  	
   

  	
  63,091.93

  	
   

  	
  63,147.78

  	
   

  	
  63,147.78

  	
   

  	
  63,192.47

  	
   

  
	
  1-May-15

  	
   

  	
  58,546.89

  	
   

  	
  42,901.34

  	
   

  	
  42,901.34

  	
   

  	
  60,778.97

  	
   

  	
  60,778.97

  	
   

  	
  60,833.01

  	
   

  	
  60,833.01

  	
   

  	
  60,833.01

  	
   

  	
  64,605.08

  	
   

  	
  64,605.08

  	
   

  	
  73,514.88

  	
   

  	
  73,514.88

  	
   

  	
  81,018.68

  	
   

  
	
  1-Nov-15

  	
   

  	
  56,701.25

  	
   

  	
  56,969.14

  	
   

  	
  56,969.14

  	
   

  	
  58,865.13

  	
   

  	
  58,865.13

  	
   

  	
  58,917.41

  	
   

  	
  58,917.41

  	
   

  	
  58,917.41

  	
   

  	
  55,685.72

  	
   

  	
  55,685.72

  	
   

  	
  46,882.25

  	
   

  	
  46,882.25

  	
   

  	
  39,463.52

  	
   

  
	
  1-May-16

  	
   

  	
  54,911.85

  	
   

  	
  55,171.46

  	
   

  	
  55,171.46

  	
   

  	
  54,348.46

  	
   

  	
  54,348.46

  	
   

  	
  57,060.18

  	
   

  	
  57,060.18

  	
   

  	
  57,060.18

  	
   

  	
  57,317.94

  	
   

  	
  57,317.94

  	
   

  	
  57,368.53

  	
   

  	
  57,368.53

  	
   

  	
  57,408.98

  	
   

  
	
  1-Nov-16

  	
   

  	
  53,176.96

  	
   

  	
  53,428.54

  	
   

  	
  53,428.54

  	
   

  	
  57,871.74

  	
   

  	
  57,871.74

  	
   

  	
  55,259.52

  	
   

  	
  55,259.52

  	
   

  	
  55,259.52

  	
   

  	
  55,509.35

  	
   

  	
  55,509.35

  	
   

  	
  55,558.26

  	
   

  	
  55,558.26

  	
   

  	
  55,597.41

  	
   

  
	
  1-May-17

  	
   

  	
  51,494.92

  	
   

  	
  51,738.73

  	
   

  	
  51,738.73

  	
   

  	
  53,466.40

  	
   

  	
  53,466.40

  	
   

  	
  53,513.72

  	
   

  	
  53,513.72

  	
   

  	
  53,513.72

  	
   

  	
  53,755.84

  	
   

  	
  53,755.84

  	
   

  	
  53,803.16

  	
   

  	
  53,803.16

  	
   

  	
  53,841.01

  	
   

  
	
  1-Nov-17

  	
   

  	
  1,604,543.46

  	
   

  	
  1,612,239.67

  	
   

  	
  1,612,239.67

  	
   

  	
  1,665,129.56

  	
   

  	
  1,665,129.56

  	
   

  	
  1,666,568.55

  	
   

  	
  1,666,568.55

  	
   

  	
  1,666,568.55

  	
   

  	
  1,674,220.75

  	
   

  	
  1,674,220.75

  	
   

  	
  1,675,659.75

  	
   

  	
  1,675,659.75

  	
   

  	
  1,677,186.92

  	
   

  
	
  1-May-18

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-Nov-18

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-May-19

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  1-Nov-19

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  



 

















 


Indenture


 


Debt Rate (as such term is defined in the form of Indenture marked as Exhibit A-2
of the Note Purchase Agreement (the “Indenture Form”)) for Series A
(computed on the basis of a 360-day year consisting of twelve 30-day months,
payable semi-annually in arrears):  7.027
%


 


Debt Rate for Series B (computed on the basis of a 360-day year
consisting of twelve 30-day months, payable semi-annually in arrears):  8.028 %


 


	
  Past Due Rate:

  	
  Debt Rate plus 2% per annum

  
	
   

  	
   

  
	
  Payment Dates:

  	
  May 1 and November 1

  
	
   

  	
   

  
	
  Make-Whole Amount:

  	
  As provided in Article II of the
  Indenture Form

  
	
   

  	
   

  
	
  Redemption:

  	
  As provided in Article II of the
  Indenture Form

  
	
   

  	
   

  
	
  All-risk hull insurance:

  	
  Not less than 105% of the unpaid principal
  amount of the Equipment Notes relating to an Aircraft, subject to Northwest’s
  right to self insurance and deductibles on terms no more favorable to
  Northwest in any material respect than those set forth in Section 7.04(d) of
  the Indenture Form.

  



 


Participation Agreement


 


The Indenture Trustee, Subordination Agent, Liquidity Provider, Pass
Through Trustees and holders of Equipment Notes shall be indemnified against
Expenses and Taxes to the extent set forth in Section 7 of the form of the
Participation Agreement marked as Exhibit A-1 to the Note Purchase
Agreement.


 


Prohibited Modifications


 


1.                                       The
parties may not modify in any material adverse respect the Granting Clause of
the Indenture so as to deprive the holders of Equipment Notes or the Related
Certificate Holders (as defined in the Indenture) of a first priority security
interest in and mortgage lien on the Aircraft or, to the extent assigned
thereunder, Northwest’s rights under the applicable Purchase Agreement (as
defined in the Indenture) or to eliminate or modify any of the obligations
intended to be secured thereby or otherwise modify in any material adverse
respect as regards the interests of the holders of Equipment Notes, the Related
Certificate Holders, the Subordination Agent, the Liquidity Provider or the
Indenture Trustee the provisions of Article II or III or Sections 7.06(a) and
(b) (insofar as such Sections relate to conditions to Airframe and Engine
replacement), 4.01, 4.02, 5.02, 10.01(a), 11.04, 11.11, 11.12 or 11.13 of the
Indenture or the definition of “Make-Whole Amount” in Annex A to the Indenture.


 


2.                                       The
parties may not modify in any material adverse respect as regards the interests
of the holders of Equipment Notes, the Subordination Agent, the Liquidity
Provider or the


 

















 


Indenture Trustee the provisions of Sections
4(a)(ix)(1) and (2), 4(a)(xix), 8(q), 
8(z) or the third, fourth, fifth and sixth sentences of Section 15(c) of
the Participation Agreement or 15(e), or the provisions of Sections 4(a)(xi),
(xii), (xv), (xvi), (xxiii) and (xxv) of the Participation Agreement so as to
eliminate the requirement to deliver to the Loan Participant or the Indenture
Trustee, as the case may be, the legal opinions to be provided to such Persons
thereunder (recognizing that the lawyers rendering such opinions may be
changed) or of the provisions of Section 8(f) of the Participation
Agreement as regards the rights of the Indenture Trustee thereunder or
otherwise modify the terms of the Participation Agreement to deprive the Pass
Through Trustees, the Subordination Agent, the Liquidity Provider or the
Indenture Trustee of any indemnity or right of reimbursement in its favor for
Expenses or Taxes.


 


Notwithstanding the foregoing or anything contained in the Note
Purchase Agreement to the contrary, any form of Financing Agreement may be
modified to correct or supplement any such provision which may be defective or
to cure any ambiguity or correct any mistake, provided that any such
action shall not materially adversely affect the interests of the holders of
Equipment Notes, the Related Certificate Holders, the Subordination Agent, the
Liquidity Provider, the Indenture Trustee or the Certificateholders.


 

















 


ANNEX A TO


 


NOTE PURCHASE AGREEMENT


 


DEFINITIONS


 


“Act” means 49 U.S.C. ss.ss. 40101-46507.


 


“Additional Series Equipment Notes”
means Equipment Notes of each series issued under an Indenture and designated
other than as “Series A” or “Series B” issued thereunder, if any.


 


“Additional Trust” has the meaning
assigned to such term in Section 9.1 of the Intercreditor Agreement.


 


“Affiliate” means, with respect to any
person, any other person directly or indirectly controlling, controlled by or
under common control with such person. For 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 “controlling,” “controlled by”
and “under common control with” have correlative meanings.


 


“Aircraft” has the meaning set forth
in the recitals to the Note Purchase Agreement.


 


“Aircraft Purchase Agreement” means
the Purchase Agreement COM0010-06, between Embraer and the Company dated October 5,
2006 (including, in each case, all exhibits thereto, together with all letter
agreements entered into that by their terms constitute part of any such
Purchase Agreement).


 


 “Assumed
Amortization Schedule” means Schedule V to the Note Purchase
Agreement.


 


“Average Life Date” means, for any
Equipment Note, the date which follows the time of determination by a period
equal to the Remaining Weighted Average Life of such Equipment Note.


 


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


 


“Basic Pass Through Trust Agreement”
means the Pass Through Trust Agreement, dated as of June 3, 1999, among
the Company, Northwest Airlines Corporation and the Pass Through Trustee (as
successor in interest to State Street Bank and Trust Company of Connecticut,
National Association), as amended, supplemented or modified, but does not
include any Trust Supplement.


 


“Business Day” means any day, other
than a Saturday, Sunday or other day on which commercial banks are authorized
or required by law to close in New York, New York, Minneapolis, Minnesota,
Wilmington, Delaware or Boston, Massachusetts.


 

















 


“Certificate” has the meaning set
forth in the recitals to the Note Purchase Agreement.


 


“Certificateholder” means the Person
in whose name a Certificate is registered in the Register.


 


“Class” means the class of
Certificates issued by each Trust.


 


“Class A Certificates” means the Class A
Certificates issued by the Class A Trust.


 


“Class A Trust” means the
Northwest Airlines Pass Through Trust, Class 2007-1A formed pursuant to
the Basic Pass Through Trust Agreement and Class A Trust Supplement.


 


“Class A Trust Supplement” means
Trust Supplement No. 2007-1A, dated as of October 10, 2007, by and
among the Guarantor, the Company and the Pass Through Trustee, as amended,
supplemented or modified, to the Basic Pass Through Trust Agreement.


 


“Class B Certificates” means
Certificates issued by the Class B Trust.


 


“Class B Trust” means the
Northwest Airlines Pass Through Trust, Class 2007-1B formed pursuant to
the Basic Pass Through Trust Agreement and Class B Trust Supplement.


 


“Class B Trust Supplement” means
Trust Supplement No. 2007-1B, dated as of October 10, 2007, by and
among the Guarantor, the Company and the Pass Through Trustee, as amended,
supplemented or modified, to the Basic Pass Through Trust Agreement.


 


“Closing Date” means the Business Day
on which a closing occurs under the Financing Agreements.


 


“Closing Notice” has the meaning set
forth in Section 2(b) of the Note Purchase Agreement.


 


“Company” means Northwest Airlines, Inc.,
a Minnesota corporation.


 


“Cut-Off Date” means the earlier of (a) the
day after the Delivery Period Termination Date and (b) the date on which a
Triggering Event occurs.


 


“Delivery Period Termination Date”
means March 31, 2009.


 


“Deposit” has the meaning set forth in
the recitals to the Note Purchase Agreement.


 


“Deposit Account” means with respect
to any Trust an account established under Section 1.2 of the Deposit
Agreement relating to such Trust.


 


“Deposit Agreement” has the meaning
set forth in the recitals to the Note Purchase Agreement.


 


“Depositary” means Credit Suisse, New
York Branch.


 

















 


“Depositary Threshold Rating” means,
with respect to the Depositary or any Replacement Depositary, short-term issuer
rating of A-1+ from Standard & Poor’s and P-1 from Moody’s.


 


“Embraer”
means Embraer-Empresa Brasileira de Aeronáutica SA, a Brazilian corporation.


 


“Equipment Notes” means and includes
any secured certificates issued under any Indenture in the form specified in Section 2.01
thereof (as such form may be varied pursuant to the terms of such Indenture),
any Additional Series Equipment Notes issued under any Indenture pursuant
to Section 2.02 thereof, any Refinancing Equipment Notes issued in
accordance with the terms of Section 2.11(b) of any Indenture and Section 5(a)(i) of
the Note Purchase Agreement or any Equipment Note issued under any Indenture in
exchange for or replacement of any other Equipment Note.


 


“Escrow Agent” has the meaning set
forth in the first paragraph of the Note Purchase Agreement.


 


“Escrow and Paying Agent Agreement”
has the meaning set forth in the recitals to the Note Purchase Agreement.


 


“FAA” means the Federal Aviation
Administration of the United States.


 


“Fee Letter” means the Fee Letter
dated as of the date of the Note Purchase Agreement among the Liquidity
Provider, the Subordination Agent and Northwest with respect to the Liquidity
Facilities.


 


“Final Withdrawal” with respect to
each Escrow and Paying Agent Agreement, has the meaning set forth in Section 1.2
thereof.


 


“Financing Agreements” for an Aircraft
means, collectively, the Participation Agreement, the Guarantee and the
Indenture therefor, and the Equipment Notes issued under such Indenture.


 


“Government Entity” means (a) any
federal, state, provincial or similar government, and any body, board,
department, commission, court, tribunal, authority, agency or other
instrumentality of any such government or otherwise exercising any executive,
legislative, judicial, administrative or regulatory functions of such
government or (b) any other government entity having jurisdiction over any
matter contemplated by the Operative Documents or relating to the observance or
performance of the obligations of any of the parties to the Operative
Documents.


 


“Guarantee” means a Guarantee
substantially in the form of Exhibit A-3 to the Note Purchase Agreement,
whereby Northwest Airlines Corporation guarantees the Company’s obligations
under an Indenture.


 


“Guarantor” means Northwest Airlines
Corporation, a Delaware corporation, and its successors and assigns.


 


“Indemnitee” means the Escrow Agent
and the Paying Agent.


 

















 


“Indenture” means a Trust Indenture
and Security Agreement substantially in the form of Exhibit A-2 to the
Note Purchase Agreement.


 


“Intercreditor Agreement” has the
meaning set forth in the recitals to the Note Purchase Agreement.


 


“Issuance Date” means the date of the
original issuance of the Certificates.


 


“Law” means (a) any constitution,
treaty, statute, law, decree, regulation, order, rule or directive of any
Government Entity, and (b) any judicial or administrative interpretation
or application of, or decision under, any of the foregoing.


 


“Liquidity Facility” has the meaning
set forth in the recitals to the Note Purchase Agreement.


 


“Liquidity Provider” has the meaning
set forth in the recitals to the Note Purchase Agreement.


 


“Loan Trustee” means the “Indenture
Trustee” as defined in the Financing Agreements.


 


“Note Purchase Agreement” means the
Note Purchase Agreement to which this Annex A is attached.


 


“Notice of Purchase Withdrawal” with
respect to each Deposit Agreement, has the meaning set forth in Section 2.3
thereof.


 


“NWA Corp.” means Northwest Airlines
Corporation, a Delaware corporation.


 


“Operative Documents” means,
collectively, the Pass Through Trust Agreements, the Escrow and Paying Agent
Agreements, the Deposit Agreements, the Liquidity Facilities, the Intercreditor
Agreement, the Certificates and the Financing Agreements.


 


“Participation Agreement” means a
Participation Agreement substantially in the form of Exhibit A-1 to the
Note Purchase Agreement.


 


“Pass Through Trust Agreement” means
each of the three separate Trust Supplements, together in each case with the
Basic Pass Through Trust Agreement, each dated as of the Issuance Date by and
among the Company, the Guarantor and Pass Through Trustee.


 


“Pass Through Trustee” has the meaning
set forth in the first paragraph of the Note Purchase Agreement.


 


“Paying Agent” has the meaning set
forth in the first paragraph of the Note Purchase Agreement.


 


“Person” means any individual, firm,
partnership, joint venture, trust, trustee, Government Entity, organization,
association, corporation, government agency, committee, department, authority
and other body, corporate or incorporate, whether having distinct legal status
or not, or any member of any of the same.


 

















 


“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. The initial Rating Agencies will be Moody’s Investors Service, Inc.
and Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.


 


“Rating Agency Confirmation” means,
with respect to any action or event subject thereto, a written confirmation
from each of the Rating Agencies that such action or event 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 Equipment Notes” has the
meaning assigned to such term in Section 9.1(c) of the Intercreditor
Agreement.


 


“Register” means the register
maintained pursuant to Sections 3.04 and 7.11 of the Basic Pass Through Trust
Agreement with respect to each Trust.


 


“Regular Distribution Dates” shall
mean May 1 and November 1 of each year, commencing May 1, 2008.


 


“Remaining Weighted Average Life”
means, with respect to any Equipment Note, at the redemption date of such
Equipment Note, the number of days equal to the quotient obtained by dividing (a) the
sum of each of the products obtained by multiplying (i) the amount of each
then remaining installment of principal of such Equipment Note, including the
payment due on the maturity date of such Equipment Note by (ii) the number
of days from and including the redemption date to but excluding the schedule payment
date of such principal installment, by (b) the then unpaid principal
amount of such Equipment Note.


 


“Replacement Depositary” has the
meaning set forth in Section 5(a)(v) of the Note Purchase Agreement.


 


“Replacement Deposit Agreement” means,
for any Class of Certificates, a deposit agreement substantially in the
form of the replaced Deposit Agreement for such Class of Certificates as
shall permit the Rating Agencies to confirm in writing their respective ratings
then in effect for such Class of Certificates (before the downgrading of
such ratings, if any, as a result of the downgrading of the Depositary).


 


“Required Terms” means, the terms set
forth on Schedule VI to the Note Purchase Agreement.


 


“Scheduled Closing Date” has the
meaning set forth in Section 2(b) hereof.


 


“Section 1110” means 11 U.S.C. § 1110
of the Bankruptcy Code or any successor or analogous Section of the
federal bankruptcy law in effect from time to time.


 


“Series A Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series A”
thereunder.


 


“Series B Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series B”
thereunder.


 

















 


“Subordination Agent” has the meaning
set forth in the first paragraph of the Note Purchase Agreement.


 


“Substitute Aircraft” has the meaning
set forth in Section 2(g) of the Note Purchase Agreement.


 


“Substitute Closing Date” has the
meaning set forth in Section 2(e) of the Note Purchase Agreement.


 


“Taxes” means all license, recording,
documentary, registration and other similar fees and all taxes, levies,
imposts, duties, charges, assessments or withholdings of any nature whatsoever
imposed by any Taxing Authority, together with any penalties, additions to tax,
fines or interest thereon or additions thereto.


 


“Taxing Authority” means any federal,
state or local government or other taxing authority in the United States, any
foreign government or any political subdivision or taxing authority thereof,
any international taxing authority or any territory or possession of the United
States or any taxing authority thereof.


 


“Treasury Yield” means, at the time of
determination with respect to any Equipment Note, the interest rate (expressed
as a semiannual equivalent and as a decimal and, in the case of United States
Treasury bills, converted to a bond equivalent yield) determined to be the per
annum rate equal to the semiannual yield to maturity for United States Treasury
securities maturing on the Average Life Date of such Equipment Note and trading
in the public securities market either as determined by interpolation between
the most recent weekly average yield to maturity for two series of United
States Treasury securities, trading in the public securities markets, (A) one
maturing as close as possible to, but earlier than, the Average Life Date of
such Equipment Note and (B) the other maturing as close as possible to,
but later than, the Average Life Date of such Equipment Note, in each case as
published in the most recent H.15(519) or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life
Date of such Equipment Note is reported on the most recent H.15(519), such
weekly average yield to maturity as published in such H.15(519).  “H.15(519)” means the weekly statistical
release designated as such, or any successor publication, published by the
Board of Governors of the Federal Reserve System.  The date of determination of a Make-Whole
Amount shall be the third Business Day prior to the applicable redemption date
and the “most recent H.15(519)” means the H.15(519) published prior to the
close of business on the third Business Day prior to the applicable redemption
date.


 


“Triggering Event” has the meaning
assigned to such term in the Intercreditor Agreement.


 


“Trust” means the Class A Trust,
the Class B Trust or, upon its formation, any Additional Trust.


 


“Trust Supplement” means an agreement
supplemental to the Basic Pass Through Trust Agreement pursuant to which (i) a
separate trust is created for the benefit of the holders of the Certificates of
a class, (ii) the issuance of the Certificates of such class representing
fractional undivided interests in such trust is authorized and (iii) the
terms of the Certificates of such Class are established.


 

















 


“Underwriters” has the meaning set
forth in the recitals to the Note Purchase Agreement.


 


“Underwriting Agreement” has the
meaning set forth in the recitals to the Note Purchase Agreement.