Exhibit 4.2(b)


 


This Trust Supplement No. 2007-1B, dated as
of October 10, 2007 (herein called the “Trust Supplement”), by and among
Northwest Airlines Corporation, a Delaware corporation (the “Guarantor”),
Northwest Airlines, Inc., a Minnesota corporation (the “Company”), and
U.S. Bank Trust National Association (as successor in interest to State Street
Bank and Trust Company of Connecticut, National Association, the “Trustee”),
to the Pass Through Trust Agreement, dated as of June 3, 1999, by and
among the Guarantor, the Company and the Trustee (the “Basic Agreement”).


 


W I T N E S S
E T H:


 


WHEREAS, the Basic Agreement, unlimited as to
the aggregate principal amount of Certificates which may be issued thereunder,
has heretofore been executed and delivered;


 


WHEREAS, unless otherwise specified herein,
capitalized terms used herein without definition having the respective meanings
specified heretofore in the Basic Agreement;


 


WHEREAS, the Company intends to finance the
acquisition of 27 new Embraer ERJ 170-200LR aircraft scheduled for delivery
from January 2008 through December 2008 (the “Aircraft”) through
separate secured loan transactions, under which the Company will own such
Aircraft;


 


WHEREAS, the Company will issue Equipment
Notes to finance a portion of the purchase price of such Aircraft;


 


WHEREAS, pursuant to the terms and conditions
of the Basic Agreement as supplemented by this Trust Supplement (the “Agreement”),
the Trustee shall purchase such Equipment Notes issued by each Trustee or the
Company, as the case may be, having the same interest rate as, and final
maturity dates not later than the final Regular Distribution Date of, the
Applicable Certificates issued hereunder and shall hold such Equipment Notes in
trust for the benefit of the Applicable Certificateholders;


 


WHEREAS, the Trustee hereby declares the
creation of this Trust (the “2007-1B Trust” or the “Applicable Trust”)
for the benefit of the Applicable Certificateholders, and the initial
Applicable Certificateholders as the grantors of the 2007-1B Trust, by their
respective acceptances of the Applicable Certificates, join in the creation of
this 2007-1B Trust with the Trustee;


 


WHEREAS, all of the conditions and
requirements necessary to make this Trust Supplement, when duly executed and delivered,
a valid, binding and legal instrument in accordance with its terms and for the
purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Trust Supplement in the form and with the terms
hereof have been in all respects duly authorized; and


 

















 


WHEREAS, this Trust Supplement is subject to
the provisions of the Trust Indenture Act of 1939, as amended, and shall, to
the extent applicable, be governed by such provisions.


 


NOW THEREFORE, in consideration of the
premises herein, it is agreed by and among the Guarantor, the Company and the
Trustee as follows:


 


ARTICLE I

THE CERTIFICATES


 


Section 1.01.       The Certificates. There is hereby
created a series of Certificates to be issued under the Agreement to be distinguished
and known as “Pass Through Certificates, Series 2007-1B” (hereinafter defined
as the “Series 2007-1B Certificates” or the “Applicable Certificates”).
Each Series 2007-1B Certificate represents a Fractional Undivided Interest in
the 2007-1B Trust created hereby.


 


The terms and conditions applicable to the
Series 2007-1B Certificates are as follows:


 


(a)         The aggregate
principal amount of the Series 2007-1B Certificates that shall be authenticated
under the Agreement (except for Series 2007-1B Certificates authenticated and
delivered pursuant to Sections 3.03, 3.04 and 3.05 of the Basic Agreement) upon
their initial issuance is $115,845,000.


 


(b)         The Cut-Off Date is
the earlier of (a) April 1, 2009 and (b) the date on which a Triggering Event
occurs.


 


(c)         The Regular
Distribution Dates with respect to any payment of Scheduled Payments means each
May 1 and November 1 commencing on May 1, 2008, until payment of all of the
Scheduled Payments to be made under the Equipment Notes has been made.


 


(d)         The Special
Distribution Dates are as follows:  (i)
when used with respect to the redemption or purchase of any Equipment Notes,
the day (which shall be a Business Day) on which such redemption or purchase is
scheduled to occur pursuant to the terms of the applicable Indenture and the
Intercreditor Agreement and (ii) when used with respect to a Special Payment
other than as described in clause (i) above, 15 days after the last date on
which the Trustee must give notice pursuant to Section 4.02(c) of the Basic Agreement
(or the next Business Day after such 15th day if such date is not a Business
Day).


 


(e)         (i)  The
Series 2007-1B Certificates shall be in the form attached hereto as Exhibit A. Each
purchaser of Series 2007-1B Certificates, by its acceptance of such Certificate
or its interest therein, will be deemed to represent and warrant to and for the
benefit of the Company that either (x) the assets of an employee benefit plan
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), of a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), of entities which may be
deemed to hold such plans’ assets, or of 


 


2

















 


another
employee benefit plan not subject to ERISA or Section 4975 of the Code (such as
a governmental, church or non-U.S. plan) have not been used to purchase Series
2007-1B Certificates or (y) one or more prohibited transaction statutory or
administrative exemptions applies such that the use of such plan assets to
purchase and hold such Certificate will not constitute a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code or a violation under any
federal, state or local law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the Code.


 


(ii)         The Series 2007-1B
Certificates shall be Book-Entry Certificates and shall be subject to the
conditions set forth in the Letter of Representations among the Guarantor, the
Company and the Clearing Agency (the “Clearing Agency”) attached hereto
as Exhibit B.


 


(f)          Scheduled Payments of
principal shall be as set forth in Exhibit C hereto.


 


(g)         The proceeds of the
Series 2007-1B Certificates shall be deposited in the Deposit Accounts and will
be used in accordance with the Escrow Agreement and the Deposit Agreement.


 


(h)         When each Aircraft is
delivered, the Company will issue on a recourse basis the Equipment Notes, the
proceeds of which shall be used, among other things, to finance a portion of
the purchase price to the Company of the following Aircraft:


 


	
  Expected Registration Number

  	
   

  	
  Aircraft
  Type

  	
   

  	
  Engine
  Type

  
	
  N612CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N613CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N614CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N615CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N616CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N617CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N619CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N620CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N621CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N622CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N623CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N624CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N625CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N626CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N627CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N628CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N629CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  



 


3

















 


	
  Expected Registration Number

  	
   

  	
  Aircraft
  Type

  	
   

  	
  Engine
  Type

  
	
  N630CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N631CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N632CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N633CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N634CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N635CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N636CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N637CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N638CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  
	
  N639CZ

  	
   

  	
  ERJ 170-200 LR

  	
   

  	
  CF34-8E5

  



 


(i)          At the Escrow Agent’s
request under the Escrow Agreement, the Trustee shall affix the corresponding
Escrow Receipt to each Series 2007-1B Certificate. In any event, any transfer
or exchange of any Series 2007-1B Certificate shall also effect a transfer or
exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no
transfer or exchange of any Series 2007-1B Certificate shall be permitted
unless the corresponding Escrow Receipt is attached thereto and also is so
transferred or exchanged. By acceptance of any Series 2007-1B Certificate to
which an Escrow Receipt is attached, each Applicable Certificateholder acknowledges
and accepts the restrictions on transfer of the Escrow Receipt set forth herein
and in the Escrow Agreement.


 


Section 1.02.       Intercreditor Agreement. The
Series 2007-1B Certificates are subject to the Intercreditor Agreement, the
Deposit Agreement and the Escrow Agreement.


 


Section 1.03.       Ranking of Series 2007-1B Certificates.
The Series 2007-1B Certificates will be subject to the ranking and priority as
set forth in the Intercreditor Agreement.


 


Section 1.04.       Liquidity Facility. Payments of
interest on the Series 2007-1B Certificates will be supported by a Liquidity
Facility to be provided by the Liquidity Provider for the benefit of the
Applicable Certificateholders.


 


ARTICLE II

PREDELIVERY FUNDING AND

STATEMENT OF INTENT


 


Section 2.01.       Predelivery Funding. On the date
hereof, the proceeds from the issuance of the Applicable Certificates will be
deposited in the Deposit Accounts on behalf of the Escrow Agent. Pursuant to
the terms of the Deposit Agreement and the Note Purchase Agreement, a portion
of the proceeds from the issuance of the Applicable Certificates will be
withdrawn from the Deposit Account on any date on which the Company issues
Equipment Notes with respect to an Aircraft.


 


4

















 


Section 2.02.       Statement of Intent. The parties
hereto intend that the Applicable Trust be classified for U.S. federal income
tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of
Chapter 1 of Subtitle A of the Code and not as a trust or association taxable
as a corporation or a partnership. Each of the parties hereto and each
Applicable Certificateholder, or beneficial owner of an Applicable Certificate,
by its acceptance of its Applicable Certificate or a beneficial interest
therein, agrees to treat for all U.S. federal, state and local income tax
purposes (i) the Applicable Trust as a grantor trust and (ii) Equipment Notes
issued by the Company as indebtedness of the Company.


 


Section 2.03.       Activities of Trust. (a)  Other
than in connection with the transactions contemplated by this Agreement or the
Note Documents, the Trustee, on behalf of the Applicable Trust, shall not (i)
borrow money or issue debt or (ii) merge with another entity, reorganize,
liquidate or sell its assets.


 


(b)  The activities of the Trustee engaged in, on
behalf of the Applicable Trust, shall be limited to those activities authorized
by this Agreement or the Note Documents.


 


ARTICLE III

DEFINITIONS


 


Section 3.01.       Definitions. (a)  For
all purposes of the Basic Agreement as supplemented by this Trust Supplement,
the following capitalized terms have the following meanings:


 


Aircraft:  Has the meaning specified in the recitals
hereto.


 


Additional
Certificate: 
Has the meaning specified in the Intercreditor Agreement.


 


Additional Trust:  Has the meaning specified in the
Intercreditor Agreement.


 


Applicable
Certificateholder: 
Means the holder of an Applicable Certificate.


 


Applicable
Certificates: 
Has the meaning specified in Section 1.01.


 


Clearing
Agency:  Has the
meaning specified in Section 1.01(e).


 


Clearing
Agency Participant: 
Means any of the participants in the Clearing Agency.


 


Closing Notice:  Has the meaning specified in the Note
Purchase Agreement.


 


Cut-Off Date:  Has the meaning specified in Section 1.01(b).


 


Deposit Account:  Means an account established under Section
1.2 of the Deposit Agreement.


 


Deposit
Agreement: 
Means the Deposit Agreement dated as of October 10, 2007 relating to the
Applicable Certificates between the Depositary and the Escrow Agent, as 


 


5

















 


the same may
be amended, supplemented or otherwise modified from time to time in accordance
with its terms.


 


Depositary:  Means Credit Suisse, acting through its New
York branch and any replacement or successor therefor.


 


Deposits:  Has the meaning specified in the Note
Purchase Agreement.


 


Distribution
Date:  Means any
Regular Distribution Date or Special Distribution Date.


 


Escrow Agent:  Means initially, Citibank, N.A., and any
replacement or successor therefor appointed in accordance with the Escrow
Agreement.


 


Escrow
Agreement: 
Means the Escrow and Paying Agent Agreement dated as of October 10, 2007
relating to the Applicable Certificates, among the Escrow Agent, the Paying
Agent, the Trustee and the Underwriters, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.


 


Escrow Receipt:  Means the receipt substantially in the form
annexed to the Escrow Agreement representing a fractional undivided interest in
the funds held in the Paying Agent Account (as defined in the Escrow
Agreement).


 


Final
Withdrawal: 
With respect to the Escrow Agreement, has the meaning set forth in
Section 1.2 thereof.


 


Final
Withdrawal Date: 
Means the date on which the Final Withdrawal occurs.


 


Intercreditor
Agreement: 
Means the Intercreditor Agreement, dated as of the date hereof, by and
among the Trustee, the Other Trustee, the Liquidity Providers named therein and
U.S. Bank National Association, as Subordination Agent.


 


Junior Additional
Certificateholder: Has the meaning specified in the
Intercreditor Agreement.


 


Liquidity
Facility:  Has
the meaning specified in the Note Purchase Agreement.


 


Note Documents:  With respect to any Equipment Note, means the
Note Purchase Agreement, the related Indenture and the related Participation
Agreement.


 


Note Purchase
Agreement: 
Means the Note Purchase Agreement, dated as of the date hereof, among
the Company, the Trustee, the Other Trustee, U.S. Bank National Association, as
Subordination Agent, the Escrow Agent and the Paying Agent.


 


Notice of
Purchase Withdrawal: 
Has the meaning specified in the Note Purchase Agreement.


 


6

















 


Other
Agreement: 
Means the Basic Agreement as supplemented by (i) Trust Supplement No.
2007-1A (the “2007-1A Trust Supplement”) dated the date hereof relating
to Northwest Airlines 2007-1A Pass Through Trust or (ii) a trust supplement
relating to any Additional Trust or any Refinancing Trust.


 


Other Trustee:  Means the trustee under any of the Other
Agreements, and any successor or other trustee appointed as provided therein.


 


Participation
Agreement:  Has
the meaning specified in the Note Purchase Agreement.


 


Paying Agent:  Means U.S. Bank National Association.


 


Pool Balance:  Means, as of any date, (i) the original
aggregate face amount of the Applicable Certificates less (ii) the aggregate
amount of all payments made in respect of such Applicable Certificates or in
respect of Deposits relating to the Applicable Trust other than payments made
in respect of interest or premium thereon or reimbursement of any costs or
expenses incurred in connection therewith. The Pool Balance as of any
Distribution Date will be computed after giving effect to any special
distribution with respect to unused Deposits, payment of principal of the
Equipment Notes or payment with respect to other Trust Property and the
distribution thereof to be made on that date.


 


Prospectus
Supplement: 
Means the Prospectus Supplement dated October 2, 2007, relating to the
offering of the Class A Certificates and the Class B Certificates (each as
defined in the Intercreditor Agreement).


 


Pool Factor:  Means, as of any Distribution Date, the
quotient (rounded to the seventh decimal place) computed by dividing (i) the
Pool Balance by (ii) the original aggregate face amount of the Applicable
Certificates. The Pool Factor as of any Distribution Date shall be computed
after giving effect to any special distribution with respect to unused
Deposits, payment of principal of the Equipment Notes or other Trust Property
and the distribution thereof to be made on that date.


 


Receiptholder:  Has the meaning specified in the Escrow
Agreement.


 


Record Date:  Means the fifteenth day preceding any
Distribution Date on which the Applicable Certificateholders are determined for
purposes of the distribution which will occur on such Distribution Date.


 


Refinancing
Certificateholders: Has the meaning specified in the
Intercreditor Agreement.


 


Refinancing
Trust:  Has the
meaning specified in the Intercreditor Agreement.


 


Scheduled
Closing Date: 
Has the meaning specified in the Note Purchase Agreement.


 


Scheduled
Payment:  Has
the meaning specified in the Intercreditor Agreement.


 


7

















 


Special
Payment:  Means
any payment (other than a Scheduled Payment) in respect of, or any proceeds of,
any Equipment Note or Trust Indenture Estate (as defined in each Indenture).


 


Trust Property:  Means (i) the Equipment Notes held as the
property of the Applicable Trust and, subject to the Intercreditor Agreement,
all monies at any time paid thereon and all monies due and to become due
thereunder, (ii) the rights of the Applicable Trust under the Escrow Agreement
to request the Escrow Agent to withdraw from the Deposit Accounts funds
sufficient to enable the Applicable Trust to purchase Equipment Notes on the
delivery of an Aircraft, (iii) funds from time to time deposited in the
Certificate Account and the Special Payments Account, and (iv) all rights of
the Applicable Trust and the Trustee, on behalf of the Applicable Trust, under
the Intercreditor Agreement, the Note Purchase Agreement and the Liquidity
Facility, including, without limitation, the rights of the Applicable Trust to
acquire Equipment Notes under the Note Purchase Agreement, all rights to
receive certain payments under such documents, and all monies paid to the
Trustee on behalf of the Applicable Trust pursuant to the Intercreditor
Agreement or the Liquidity Facility.


 


Trusts:  Means, collectively, the Northwest Airlines
2007-1 Pass Through Trusts to be formed pursuant to the Basic Agreement, as
supplemented by this Trust Supplement and the Other Agreement.


 


Underwriters:  Means the several Underwriters named in and
who are parties to the Underwriting Agreement.


 


Underwriting
Agreement: 
Means the Underwriting Agreement dated October 2, 2007  by and among the Company, the Guarantor,
Morgan Stanley & Co. Incorporated Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., Calyon Securities (USA) Inc., Deutsche Bank Securities Inc.
and Credit Suisse Securities (USA) LLC.


 


Section 3.02.       Other. (a)  For purposes
of the Applicable Trust, “PTC Event of Default,” as used in the Basic
Agreement, shall have the meaning set forth in the Intercreditor Agreement.


 


(b)         With respect to the Applicable Trust,
the definition of the term “Specified Investments” in the Basic Agreement is
amended by adding the following sentence at the end of such definition:


 


“U.S. Bank Trust
National Association, in acting as Pass Through Trustee is hereby authorized,
in making or disposing of any investment described herein, to deal with itself
(in its individual capacity) or with any one or more of its affiliates, whether
it or such affiliate is acting as an agent of the Pass Through Trustee or for
any third person or dealing as principal for its own account.”


 


8

















 


ARTICLE IV

THE TRUSTEE


 


Section 4.01.       Delivery of Documents; Delivery Dates.
(a)  The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Escrow Agreement and the Note Purchase Agreement,
each in the form delivered to the Trustee by the Company and (ii) subject to
the respective terms thereof, to perform its obligations thereunder. Upon request
of the Company and the satisfaction or waiver of the closing conditions
specified in the Underwriting Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Applicable Certificates in authorized
denominations equaling in the aggregate the amount set forth, with respect to
the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing
the entire ownership interest in the Applicable Trust, which amount equals the
maximum aggregate principal amount of Equipment Notes which may be purchased by
the Trustee pursuant to the Note Purchase Agreement. Except as provided in
Sections 3.03, 3.04, 3.05 and 3.09 of the Basic Agreement, the Trustee shall
not execute, authenticate or deliver Applicable Certificates in excess of the
aggregate amount specified in this paragraph.


 


(b)         On or after the Issuance Date the
Company may deliver from time to time to the Trustee a Closing Notice relating
to one or more Equipment Notes. After receipt of a Closing Notice and in any
case no later than two Business Days prior to a Scheduled Closing Date as to
which such Closing Notice relates (the “Applicable Delivery Date”), the
Trustee shall (as and when specified in the Closing Notice) instruct the Escrow
Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting
(i) the withdrawal of all principal amounts from one or more Deposit Accounts
on the Applicable Delivery Date in accordance with and to the extent permitted
by the terms of the Escrow Agreement and the Deposit Agreement and (ii) the
payment of all, or a portion, of the amount withdrawn from such Deposit Account
or Accounts in an amount equal in the aggregate to the purchase price of such
Equipment Notes to or on behalf of the Company, all as shall be described in
the Closing Notice. The Trustee shall (as and when specified in such Closing
Notice), subject to the conditions set forth in Section 3 of the Note Purchase
Agreement, enter into and perform its obligations under the Participation
Agreement specified in such Closing Notice (the “Applicable Participation
Agreement”) and cause such certificates, documents and legal opinions
relating to the Trustee to be duly delivered as required by the Applicable
Participation Agreement. If at any time prior to the Applicable Delivery Date,
the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f)
of the Note Purchase Agreement, then the Trustee shall give the Depositary
(with a copy to the Escrow Agent) a notice of cancellation of such Notice of
Purchase Withdrawal relating to such Deposit Account or Accounts on such
Applicable Delivery Date. Upon satisfaction of the conditions specified in the
Note Purchase Agreement and the Applicable Participation Agreement, the Trustee
shall purchase the applicable Equipment Notes with the proceeds of the
withdrawals from one or more Deposit Accounts made on the Applicable Delivery
Date in accordance with the terms of the Deposit Agreement and the Escrow
Agreement. The purchase price of such Equipment Notes shall equal the principal
amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or
Accounts in excess of the purchase price of the Equipment Notes or to the
extent not applied on the Applicable Delivery Date to the purchase price of the
Equipment Notes, shall be re-deposited by the Trustee with the Depositary on
the Applicable Delivery Date in accordance with the terms of the Deposit
Agreement.


 


9

















 


Section 4.02.       Withdrawal of Deposits. If any
Deposits remain outstanding on the Business Day next succeeding the Cut-Off
Date, the Trustee shall give the Escrow Agent notice that the Trustee’s
obligation to purchase Equipment Notes under the Note Purchase Agreement has
terminated and instruct the Escrow Agent to provide a notice of Final
Withdrawal to the Depositary substantially in the form of Exhibit B to the
Deposit Agreement (the “Final Withdrawal Notice”).


 


Section 4.03.       The Trustee. (a)  Subject
to Section 4.04 of this Trust Supplement and Section 7.14 of the Basic
Agreement, the Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Trust Supplement, the Deposit
Agreement or the Escrow Agreement or the due execution hereof or thereof by the
Company or the other parties thereto (other than the Trustee), or for or in
respect of the recitals and statements contained herein or therein, all of
which recitals and statements are made solely by the Company.


 


(b)         Except as herein otherwise provided, no
duties, responsibilities or liabilities are assumed, or shall be construed to
be assumed by the Trustee by reason of this Trust Supplement other than as set
forth in the Basic Agreement, and this Trust Supplement is executed and
accepted on behalf of the Trustee, subject to all the terms and conditions set
forth in the Basic Agreement, upon the effectiveness thereof, as fully to all
intents as if the same were herein set forth at length.


 


Section 4.04.       Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants
that:


 


(a)         the Trustee has full
power, authority and legal right to execute, deliver and perform this Trust
Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note
Documents to which it is a party (collectively, the “Trustee Agreements”)
and has taken all necessary action to authorize the execution, delivery and
performance by it of the Trustee Agreements;


 


(b)         the execution,
delivery and performance by the Trustee of the Trustee Agreements (i) will not
violate any provision of any United States federal law or the law of the state
of the United States where it is located governing the banking and trust powers
of the Trustee or any order, writ, judgment, or decree of any court, arbitrator
or governmental authority applicable to the Trustee or any of its assets, (ii)
will not violate any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of any lien on any properties included in the Trust Property
pursuant to the provisions of any mortgage, indenture, contract, agreement or
other undertaking to which it is a party, which violation, default or lien could
reasonably be expected to have an adverse effect on the Trustee’s performance
or ability to perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;


 


(c)         the execution,
delivery and performance by the Trustee of the Trustee Agreements will not
require the authorization, consent, or approval of, the giving of notice to,
the filing or registration with, or the taking of any other action in respect
of, any 


 


10

















 


governmental
authority or agency of the United States or the state of the United States
where it is located regulating the banking and corporate trust activities of
the Trustee; and


 


(d)         each Trustee Agreement
has been, or will be, as applicable, duly executed and delivered by the Trustee
and constitute, or will constitute, as applicable, the legal, valid and binding
agreement of the Trustee, enforceable against it in accordance with its terms;
provided, however, that enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights of creditors generally and (ii) general principles of equity.


 


Section 4.05.       Trustee Liens. The Trustee in its
individual capacity agrees, in addition to the agreements contained in Section
7.16 of the Basic Agreement, that it will, at its own cost and expense,
promptly take any action as may be necessary to duly discharge and satisfy in
full any Trustee’s liens on or with respect to the Trust Property which is
attributable to the Trustee in its individual capacity and which is unrelated
to the transactions contemplated by the Intercreditor Agreement or the Note
Purchase Agreement.


 


ARTICLE V

SUPPLEMENTAL AGREEMENT


 


Section 5.01.       Supplemental Agreements.  (a)  For purposes
of this Trust, Section 9.01 and 9.02 of the Basic Agreement shall be amended to
read as follows:


 


“Section 9.01.     Supplemental Agreements Without Consent
of Applicable Certificateholders. Without the consent of the Applicable
Certificateholders, the Guarantor and the Company may, and the Trustee (subject
to Section 9.03) shall, at any time and from time to time, enter into one or
more agreements supplemental hereto or, if applicable, to the Deposit
Agreements, the Escrow Agreements, the Intercreditor Agreement, the Note
Purchase Agreement or any Liquidity Facility, for any of the following
purposes:


 


(1)         to provide for the formation of a
Trust, the issuance of a series of certificates and the other matters
contemplated by Section 2.01(b); or


 


(2)         to evidence the succession of another
corporation to the Company or the Guarantor and the assumption by any such
successor of the covenants of the Company or the Guarantor herein contained or
contained in the Note Purchase Agreement; or


 


(3)         to add to the covenants of the
Guarantor or the Company for the benefit of the Certificateholders of any
series, or to surrender any right or power conferred upon the Guarantor or the
Company in this Agreement, the Intercreditor Agreement, the Note Purchase
Agreement or any Liquidity Facility; or


 


(4)         except where Certificateholder consent
is required by Sections 9.02(1) - 9.02(6) and as described below, to correct or
supplement any provision in this Agreement, the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Note Purchase Agreement or any
Liquidity Facility 


 


11

















 


which may be
defective or inconsistent with any other provision herein or in any Trust
Supplement or to make any other provisions with respect to matters or questions
arising under this Agreement, the Deposit Agreements, the Escrow Agreements,
the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity
Facility provided that any such action shall not adversely affect the interests
of the Certificateholders of any series; or to cure any ambiguity or correct
any mistake in this Agreement, the Deposit Agreements, the Escrow Agreements,
the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity
Facility; or


 


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


 


(6)         to modify, eliminate or add to the
provisions of this Agreement, the Deposit Agreements, the Escrow Agreements,
the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity
Facility to such extent as shall be necessary to continue the qualification of
this Agreement (including any supplemental agreement) under the Trust Indenture
Act, or under any similar Federal statute hereafter enacted, and to add to this
Agreement, the Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Note Purchase Agreement or any Liquidity Facility such other
provisions as may be expressly permitted by the Trust Indenture Act, excluding,
however, the provisions referred to in Section 316(a)(2) of the Trust Indenture
Act as in effect at the date as of which this instrument was executed or any
corresponding provision in any similar Federal statute hereafter enacted; or


 


(7)         to evidence and provide for the
acceptance of appointment under this Agreement, the Deposit Agreements, the
Escrow Agreements, the Intercreditor Agreement, the Note Purchase Agreement or
any Liquidity Facility by a successor Trustee with respect to one or more
Trusts and to add to or change any of the provisions of this Agreement, the
Deposit Agreements, the Escrow Agreements, the Intercreditor Agreement, the
Note Purchase Agreement or any Liquidity Facility as shall be necessary to
provide for or facilitate the administration of the Trusts hereunder and
thereunder by more than one Trustee, pursuant to the requirements of Section
7.09; or


 


(8)         to make any other amendments or
modifications hereto, provided such amendments or modifications shall only
apply to Certificates of one or more series to be thereafter issued.”


 


“Section 9.02.     Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the series of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates of any series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust, by Act of said
Certificateholders delivered to the Guarantor, the Company and the Trustee, the
Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall,
enter 


 


12

















 


into an
agreement or agreements supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility
to the extent applicable to such Certificateholders or of modifying in any
manner the rights and obligations of such Certificateholders under this
Agreement, the Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Note Purchase Agreement or any Liquidity Facility; provided,
however, that no such supplemental agreement shall, without the consent
of the Certificateholder of each Outstanding Certificate affected thereby:


 


(1)         reduce in any manner the amount of, or
delay the timing of, any receipt by the Trustee of payments on the Equipment
Notes or other Trust Property held in such Trust or distributions that are
required to be made herein on any Certificate of such series, or change any
date of payment of any Certificate of such series, or change the place of
payment where, or the coin or currency in which, any Certificate of such series
is payable, or impair the right to institute suit for the enforcement of any
such payment or distribution on or after the Regular Distribution Date or
Special Distribution Date applicable thereto; or


 


(2)         permit the disposition of any Equipment
Note in the Trust Property of such Trust except as permitted by this Agreement,
or otherwise deprive such Certificateholder of the benefit of the ownership of
the Equipment Notes in such Trust; or


 


(3)         alter the priority of distributions
specified in the Intercreditor Agreement; or


 


(4)         reduce the percentage of the aggregate
Fractional Undivided Interests of such Trust which is required for any such
supplemental agreement, or reduce such percentage required for any waiver (of
compliance with certain provisions of this Agreement or certain defaults
hereunder and their consequences) provided for in this Agreement; or


 


(5)         modify any of the provisions of this
Section or Section 6.05, except to increase any such percentage or to provide
that certain other provisions of this Agreement cannot be modified or waived
without the consent of the Certificateholder of each Certificate or such series
affected thereby.


 


It shall not
be necessary for any Act of such Certificateholders under this Section to
approve the particular form of any proposed supplemental agreement, but it
shall be sufficient if such Act shall approve the substance thereof.”


 


(b)         Any supplemental agreement may  not adversely affect the status of the
Applicable Trust for U.S. federal income tax purposes, as either (i) a grantor
trust under Subpart E, Part I of Subchapter J of Chapter 1 of
Subtitle A of the Code or (ii) a partnership.


 


13

















 


ARTICLE VI

STATEMENT TO CERTIFICATEHOLDERS


 


Section 6.01.       Statements to Applicable
Certificateholders; Federal Income Tax Reporting. (a)  On each
Distribution Date, the Trustee will include with each distribution to
Applicable Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement setting forth the information provided below (in the
case of a Special Payment reflecting in part the information provided by the
Paying Agent under the Escrow Agreement). Such statement shall set forth (per
$1,000 face amount Applicable Certificate as to (i), (ii), (iii), (iv) and (v)
below) the following information:


 


(i)          the aggregate amount
of funds distributed on such Distribution Date under the Agreement and under
the Escrow Agreement, indicating the amount allocable to each source (including
any portion thereof paid by the Liquidity Provider);


 


(ii)         the amount of such
distribution under the Agreement allocable to principal and the amount
allocable to premium, if any;


 


(iii)        the amount of such
distribution under the Agreement allocable to interest;


 


(iv)        the amount of such
distribution under the Escrow Agreement allocable to interest;


 


(v)         the amount of such
distribution under the Escrow Agreement allocable to Deposits; and


 


(vi)        the Pool Balance and
the Pool Factor.


 


With respect to the Applicable Certificates
registered in the name of a Clearing Agency, on the Record Date prior to each
Distribution Date, the Trustee will request from such Clearing Agency a
securities position listing setting forth the names of all Clearing Agency
Participants reflected on such Clearing Agency’s books as holding interests in
the Applicable Certificates on such Record Date. On each Distribution Date, the
Trustee will mail to each such Clearing Agency Participant the statement
described above and will make available additional copies as requested by such
Clearing Agency Participant for forwarding to holders of interests in the
Applicable Certificates.


 


(b)         Within a reasonable period of time after
the end of each calendar year but not later than the latest date permitted by
law, the Trustee shall furnish to each Person who at any time during such
calendar year was an Applicable Certificateholder of record a statement
containing the sum of the amounts determined pursuant to clauses (a)(i),
(a)(ii), (a)(iii), (a)(iv) and (a)(v) of this Section 6.01 for such calendar
year or, in the event such Person was an Applicable Certificateholder of record
during a portion of such calendar year, for such portion of such year, and such
other items as are readily available to the Trustee and which an Applicable
Certificateholder shall reasonably request as necessary for the purpose of such
Applicable Certificateholder’s preparation of its federal income tax returns. Such
statement and such other items shall be prepared on the basis of information
supplied to the Trustee by the Clearing Agency Participants and shall be
delivered by the Trustee to such Clearing Agency Participants 


 


14

















 


to be available for forwarding by such
Clearing Agency Participants to the holders of interests in the Applicable
Certificates in the manner described in Section 6.01(a) hereof.


 


(c)         Promptly following (i) the Cut-Off
Date, if there has been any change in the information set forth in clauses (x)
and (y) below from that set forth in page S-40 of the Prospectus
Supplement, and (ii) any early redemption or purchase of, or any default in the
payment of principal or interest in respect of, any of the Equipment Notes held
in the Applicable Trust, or any Final Withdrawal, the Trustee shall furnish to
Applicable Certificateholders of record on such date a statement setting forth
(x) the expected Pool Factors for each subsequent Regular Distribution Date
following the Cut-Off Date and (y) the expected principal distribution schedule
of the Equipment Notes, in the aggregate, held as Trust Property at the date of
such notice. With respect to the Applicable Certificates registered in the name
of a Clearing Agency, on the Cut-Off Date, the Trustee will request from such
Clearing Agency a securities position listing setting forth the names of all
Clearing Agency Participants reflected on such Clearing Agency’s books as
holding interests in the Applicable Certificates on such date. The Trustee will
mail to each such Clearing Agency Participant the statement described above and
will make available additional copies as requested by such Clearing Agency
Participant for forwarding to holders of interests in the Applicable
Certificates.


 


(d)         Unless and until required otherwise by
applicable authority, the Trustee shall treat the Applicable Trust as a “grantor
trust” under Subpart E, Part I, Subchapter J of Chapter 1 of Subtitle A of the
Code, and, for purposes of reporting to the Internal Revenue Service and to
Certificateholders, as a “non-mortgage widely held fixed investment trust”
under Treasury Regulations Section 1.671-5.


 


(e)         This Section 6.01 supersedes and
replaces Section 4.03 of the Basic Agreement.


 


ARTICLE VII

DEFAULT


 


Section 7.01.       Purchase Rights of Certificateholders.


 


(a)         At any time after the
occurrence and during the continuation of a Certificate Buy-Out Event, so long
as no Additional Certificateholder has elected to exercise its right to purchase
the Applicable Certificates pursuant to this Section 7.01 (upon such election
and notification thereof, the right specified in this Section 7.01(a) shall be
suspended and (x) upon consummation of the purchase pursuant to such election,
such right shall be terminated with respect to such indentures, or (y) upon
failure to consummate such purchase on the proposed purchase date, such right
shall be revived) each Applicable Certificateholder (other than the Company or
any of its Affiliates) shall have the right to purchase all, but not less than
all, of the Class A Certificates upon ten days’ prior irrevocable written
notice to the Trustee, the Class A Trustee and each other Applicable
Certificateholder, on the third Business Day next following the expiry of such
ten day notice period, provided that (A) if prior to the end of such ten
day period any other Applicable Certificateholder (other than the Company or
any of its Affiliates) notifies such purchasing Applicable Certificateholder
that such other Applicable 


 


15

















 


Certificateholder
wants to participate in such purchase, then such other Applicable
Certificateholder (other than the Company or any of its Affiliates) may join
with the purchasing Applicable Certificateholder to purchase all, but not less
than all, of the Class A Certificates pro rata based on the Fractional
Undivided Interest in the Applicable Trust held by each such Applicable
Certificateholder and (B) upon consummation of such purchase no Applicable
Certificateholder shall have a right to purchase the Class A Certificates
pursuant to this Section 7.01(a) during the continuance of such Certificate
Buy-Out Event;


 


(b)         By acceptance of its
Applicable Certificate, each Applicable Certificateholder agrees that, after
the occurrence and during the continuation of a Certificate Buy-Out Event, so
long as no Junior Additional Certificateholder has elected to exercise its
right to purchase the Applicable Certificates pursuant to this Section 7.01
(upon such election and notification thereof, the right specified in this
Section 7.01(b) shall be suspended and (x) upon consummation of the purchase
pursuant to such election, such right shall be terminated with respect to such
indentures, or (y) upon failure to consummate such purchase on the proposed
purchase date, such right shall be revived) if any Additional Certificates are
issued pursuant to one or more Additional Trusts, each Additional
Certificateholder (other than the Company or any of its Affiliates), shall have
the right (which shall not expire upon any purchase of the Applicable
Certificates pursuant to clause (a) above) to purchase all, but not less than
all, of the Class A Certificates, the Applicable Certificates and any
Additional Certificates ranked senior to the Additional Certificates held by
the purchasing Additional Certificateholders upon ten days’ prior irrevocable
written notice to the Trustee, the Class A Trustee and any Additional Trustee
with respect to Additional Certificates that rank senior to the Additional
Certificates held by the purchasing Additional Certificateholders and each
other Additional Certificateholder of the same Class, on the third Business Day
next following the expiry of such ten day notice period, provided that
(A) if prior to the end of such ten day period any other Additional
Certificateholder of such Class (other than the Company or any of its
Affiliates) notifies such purchasing Additional Certificateholder that such
other Additional Certificateholder wants to participate in such purchase, then
such other Additional Certificateholder (other than the Company or any of its
Affiliates) may join with the purchasing Additional Certificateholder to
purchase all, but not less than all, of the Class A Certificates, the Applicable
Certificates and such senior Additional Certificates pro rata based on the
Fractional Undivided Interest in the applicable Additional Trust held by each
such Additional Certificateholder and (B) upon consummation of such purchase no
Additional Certificateholder of such Class shall have a right to purchase the
Class A Certificates, the Applicable Certificates and such senior Additional
Certificates pursuant to this Section 7.01(b) during the continuance of such
Certificate Buy-Out Event; and


 


(c)         if
any Refinancing Certificates are issued, each Refinancing Certificateholder
shall have the same right (subject to the same terms and conditions) to
purchase Certificates pursuant to this Section 7.01 (and to receive notice in
connection therewith) as the Certificateholders of the Class that such
Refinancing Certificates refinanced.


 


16

















 


The purchase price with respect to the
Applicable Certificates shall be equal to the Pool Balance of the Applicable
Certificates, together with accrued and unpaid interest thereon to the date of
such purchase, without premium, but including any other amounts then due and
payable to the Applicable Certificateholders under this Agreement, the
Intercreditor Agreement, the Escrow Agreement or any Note Document or on or in
respect of the Applicable Certificates; provided, however, that
(i) if such purchase occurs after the record date specified in Section 2.3(b)
of the Escrow Agreement relating to the distribution of unused Deposits and accrued
and unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under the
Escrow Agreement (which deducted amounts shall remain distributable to, and may
be retained by, the Applicable Certificateholder as of such record date) and
(ii) if such purchase occurs after a Record Date, such purchase price shall be
reduced by the amount to be distributed hereunder on the related Distribution
Date (which deducted amounts shall remain distributable to, and may be retained
by, the Applicable Certificateholder as of such Record Date); provided  further
that no such purchase of Applicable Certificates shall be effective unless the
purchaser(s) shall certify to the Trustee that contemporaneously with such
purchase, such purchaser(s) is purchasing, pursuant to the terms of this
Agreement , any Refinancing Trust Agreement, any Additional Trust Agreement and
the Other Agreements, all, but not less than all, of the Class A Certificates,
the Applicable Certificates, the Refinancing Certificates (if any) and the
Additional Certificates (if any) which are senior to the securities held by
such purchaser(s). Each payment of the purchase price of the Applicable
Certificates referred to in the first sentence of this paragraph shall be made
to an account or accounts designated by the Trustee and each such purchase
shall be subject to the terms of this Section 7.01. Each Applicable
Certificateholder agrees by its acceptance of its Applicable Certificate that
it will, subject to Section 3.04 of the Basic Agreement, upon payment from such
Additional Certificateholder(s) or holder(s) of Refinancing Certificates (if
any), as the case may be, of the purchase price set forth in the first sentence
of this paragraph, forthwith sell, assign, transfer and convey to the
purchaser(s) thereof (without recourse, representation or warranty of any kind
except for its own acts), all of the right, title, interest and obligation of
such Applicable Certificateholder in this Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the
Note Documents and all Applicable Certificates and Escrow Receipts held by such
Applicable Certificateholder (excluding all right, title and interest under any
of the foregoing to the extent such right, title or interest is with respect to
an obligation not then due and payable as respects any action or inaction or
state of affairs occurring prior to such sale) and the purchaser shall assume
all of such Applicable Certificateholder’s obligations under this Agreement,
the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the
Liquidity Facility, the Note Documents and all such Applicable Certificates and
Escrow Receipts. The Applicable Certificates will be deemed to be purchased on
the date payment of the purchase price is made notwithstanding the failure of
the Applicable Certificateholders to deliver any Applicable Certificates and,
upon such a purchase, (i) the only rights of the Applicable Certificateholders
will be to deliver the Applicable Certificates to the purchaser(s) and receive
the purchase price for such Applicable Certificates and (ii) if the
purchaser(s) shall so request, such Applicable Certificateholder will comply
with all the provisions of Section 3.04 of the Basic Agreement to enable new
Applicable Certificates to be issued to the purchaser in such denominations as
it shall request. All charges and expenses in connection with the issuance of
any such new Applicable Certificates shall be borne by the purchaser thereof.


 


17

















 


As used in this Section 7.01, the terms “Additional
Certificate”, Additional Certificateholder”, “Additional Trust Agreement”, “Class
A Certificate”, “Class A Certificateholder”, “Class A Trust”, “Class A Trustee”,
“Refinancing Certificates” and “Refinancing Trust Agreement” shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.


 


(d)         This
Section 7.01 supersedes and replaces Section 6.01(b) of the Basic Agreement.


 


(e)         If
a Certificate Buy-Out Event occurs and is continuing, the purchase rights set
forth in this Section 7.01 shall be revived notwithstanding any exercise of
such rights during the continuance of any preceding Certificate Buy-Out Event.


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


Section 8.01.       Basic Agreement Ratified. Except
and so far as herein expressly provided, all of the provisions, terms and
conditions of the Basic Agreement are in all respects ratified and confirmed;
and the Basic Agreement and this Trust Supplement shall be taken, read and
construed as one and the same instrument.


 


Section 8.02.       GOVERNING LAW. THIS TRUST
SUPPLEMENT AND THE SERIES 2007-1B CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Section 8.03.       Execution in Counterparts. This
Trust Supplement may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.


 


18

















 


IN WITNESS WHEREOF, the Guarantor, the
Company and the Trustee have caused this Trust Supplement to be duly executed
by their respective officers thereto duly authorized, as of the day and year
first written above.


 


 


	
   

  	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  B. Matthews

  
	
   

  	
   

  	
  Name:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTHWEST AIRLINES CORPORATION,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel B.
  Matthews

  
	
   

  	
   

  	
  Name:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Correia

  
	
   

  	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


Signature page to the Trust Supplement (2007-1B)


 


19

















 


EXHIBIT A


 


FORM OF
CERTIFICATE


 


Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch the registered owner hereof, Cede & Co., has an interest
herein.


 


Any person acquiring this Certificate by its
acceptance hereof or its interest herein, will be deemed to represent and
warrant to and for the benefit of each Owner Participant and the Company that
either (i) the assets of an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), of entities which may be deemed to hold such plans’
assets, or of another employee benefit plan not subject to ERISA or Section
4975 of the Code (such as a governmental, church or non-U.S. plan) have not
been used to purchase this Certificate or (ii) one or more prohibited
transaction statutory or administrative exemptions applies such that the use of
such plan assets to purchase and hold this Certificate will not constitute a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a
violation under any federal, state or local law that is substantially similar
to the provisions of Title I of ERISA or Section 4975 of the Code.


 


NORTHWEST
AIRLINES 2007-1B PASS THROUGH TRUST


 


Pass Through

Certificate, Series 2007-1B


 


Issuance
Date:  October 10, 2007


 


Final Legal
Distribution Date:  May 1, 2019


 


Evidencing A Fractional Undivided Interest In The Northwest Airlines
2007-1B Pass Through Trust, The Property Of Which Includes Certain Equipment
Notes Each Secured By An Aircraft Leased To Or Owned By Northwest Airlines,
Inc.


 


	
  Certificate

  No.                  

  	
  $          Fractional undivided interest representing [0.0002954%] of the Trust per
  $1,000 of Reference Principal Amount

  



 


THIS CERTIFIES THAT                ,
for value received, is the registered owner of a Fractional Undivided Interest
in the amount of $        (the “Reference
Principal Amount”) in the Northwest Airlines 2007-1B Pass Through Trust
(the “Trust”) created by U.S. Bank Trust National Association, as
trustee (as successor in interest to State Street Bank and Trust Company of
Connecticut, National Association, the “Trustee”), pursuant to a Pass
Through Trust Agreement, dated as of June 3, 1999 (as amended or supplemented,
the “Basic 


 

















 


Agreement”),
by and among the Trustee, Northwest Airlines Corporation, a Delaware
corporation (the “Guarantor”), and Northwest Airlines, Inc., a Minnesota
corporation (the “Company”), as supplemented by Trust Supplement No.
2007-1B thereto, dated as of October 10, 2007 (collectively, the “Agreement”),
by and among the Trustee, the Guarantor and the Company, a summary of certain
of the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Agreement. This Certificate is one of the duly
authorized Certificates designated as “Pass Through Certificates, Series
2007-1B” (herein called the “Certificates”). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement
and the Intercreditor Agreement, to which Agreement the Certificateholder of
this Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The property of the Trust includes certain
Equipment Notes and all rights of the Trust to receive payments under the
Intercreditor Agreement and the Liquidity Facility (the “Trust Property”).
Each issue of the Equipment Notes is secured by a security interest in the
Aircraft leased to or owned by the Company.


 


Each of the Certificates represents a
Fractional Undivided Interest in the Trust and the Trust Property and has no
rights, benefits or interest in respect of any other separate trust established
pursuant to the terms of the Basic Agreement for any other series of
certificates issued pursuant thereto.


 


Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreement, from funds then available to
the Trustee, there will be distributed on each May 1 and November 1 (a “Regular
Distribution Date”), commencing May 1, 2008 to the Person in whose name
this Certificate is registered at the close of business on the 15th day
preceding the Regular Distribution Date, an amount in respect of the Scheduled
Payments on the Equipment Notes due on such Regular Distribution Date, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Agreement and the Intercreditor Agreement, in the event that
Special Payments on the Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.


 


Distributions on this Certificate will be
made by the Trustee by check mailed to the Person entitled thereto, without the
presentation or surrender of this Certificate or the making of any notation
hereon, except that with respect to Certificates registered on the Record Date
in the name of a Clearing Agency (or its nominee), such distribution shall be
made by wire transfer. 


 


2

















 


Except as
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after notice mailed by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency of the Trustee specified
in such notice.


 


The Certificates do not represent an
obligation of, or an obligation guaranteed by, or an interest in, the
Guarantor, the Company or the Trustee or any affiliate thereof. The
Certificates are limited in right or payment, all as more specifically set
forth herein and in the Agreement. All payments or distributions made to
Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Trustee shall have sufficient income
or proceeds from the Trust Property to make such payments in accordance with
the terms of the Agreement. Each Certificateholder of this Certificate, by its
acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for distribution to such
Certificateholder as provided in the Agreement. This Certificate does not
purport to summarize the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Trustee, and at
such other places, if any, designated by the Trustee, by any Certificateholder
upon request.


 


The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Guarantor or the Company and the rights of the
Certificateholders under the Agreement at any time by the Guarantor, the
Company and the Trustee with the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Trust. Any such consent by the Certificateholder
of this Certificate shall be conclusive and binding on such Certificateholder
and upon all future Certificateholders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholders of any of the Certificates.


 


As provided in the Agreement and subject to
certain limitations set forth, the transfer of this Certificate is registrable
in the Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar, duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Registrar duly executed by the Certificateholder hereof or such
Certificateholder’s attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust will be issued to the designated
transferee or transferees.


 


The Certificates are issuable only as
registered Certificates without coupons in minimum denominations of $1,000
Fractional Undivided Interests and integral multiples thereof. As provided in
the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same 


 


3

















 


aggregate Fractional Undivided Interest in
the Trust, as requested by the Certificateholder surrendering the same.


 


No service charge will be made for any such
registration of transfer or exchange, but the Trustee shall require payment of
a sum sufficient to cover any tax or governmental charge payable in connection
therewith.


 


Each Certificateholder or beneficial owner of
a Certificate, by its acceptance of this Certificate or a beneficial interest
herein, agrees to treat the Trust as a grantor trust for all U.S. federal,
state and local income tax purposes.


 


The Trustee, the Registrar, and any agent of
the Trustee or the Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Registrar, nor any such agent shall be affected by any notice to
the contrary.


 


The obligations and responsibilities created
by the Agreement and the Trust created thereby shall terminate upon the
distribution to Certificateholders of all amounts required to be distributed to
them pursuant to the Agreement and the disposition of all property held as part
of the Trust Property.


 


THE AGREEMENT AND THIS CERTIFICATE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Unless the certificate of authentication
hereon has been executed by the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.


 


IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.


 


	
   

  	
  NORTHWEST AIRLINES 2007-1B

  
	
   

  	
    PASS THROUGH TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL 

  
	
   

  	
   

  	
  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


4

















 


FORM OF THE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Certificates referred to in the within-mentioned Agreement.


 


	
  U.S. BANK
  TRUST NATIONAL ASSOCIATION,

  
	
   as Trustee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


5

















 


EXHIBIT B


 


DTC Letter of
Representations


 

















 


EXHIBIT C


 


REGULAR
DISTRIBUTION DATES

AND

SCHEDULED PAYMENTS


 


	
   

  	
   

  	
  Class B

  	
   

  
	
  Regular Distribution Date

  	
   

  	
  Scheduled Payments of

  Principal ($ )

  	
   

  
	
  At Issuance

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  May 1, 2008

  	
   

  	
  0.00

  	
   

  
	
  November 1, 2008

  	
   

  	
  0.00

  	
   

  
	
  May 1, 2009

  	
   

  	
  6,859,892.58

  	
   

  
	
  November 1, 2009

  	
   

  	
  5,606,090.59

  	
   

  
	
  May 1, 2010

  	
   

  	
  12,817,090.33

  	
   

  
	
  November 1, 2010

  	
   

  	
  8,612,862.09

  	
   

  
	
  May 1, 2011

  	
   

  	
  6,406,626.59

  	
   

  
	
  November 1, 2011

  	
   

  	
  5,889,233.83

  	
   

  
	
  May 1, 2012

  	
   

  	
  5,995,794.53

  	
   

  
	
  November 1, 2012

  	
   

  	
  3,685,845.31

  	
   

  
	
  May 1, 2013

  	
   

  	
  2,943,788.04

  	
   

  
	
  November 1, 2013

  	
   

  	
  2,429,793.79

  	
   

  
	
  May 1, 2014

  	
   

  	
  1,701,982.99

  	
   

  
	
  November 1, 2014

  	
   

  	
  1,680,302.06

  	
   

  
	
  May 1, 2015

  	
   

  	
  1,616,236.02

  	
   

  
	
  November 1, 2015

  	
   

  	
  1,501,344.48

  	
   

  
	
  May 1, 2016

  	
   

  	
  1,485,537.17

  	
   

  
	
  November 1, 2016

  	
   

  	
  1,455,497.38

  	
   

  
	
  May 1, 2017

  	
   

  	
  1,404,321.31

  	
   

  
	
  November 1, 2017

  	
   

  	
  43,752,760.91

  	
   

  
	
  May 1, 2018

  	
   

  	
  0.00

  	
   

  
	
  November 1, 2018

  	
   

  	
  0.00

  	
   

  
	
  May 1, 2019

  	
   

  	
  0.00

  	
   

  
	
  November 1, 2019

  	
   

  	
  0.00