Exhibit 4.5(b)


 




 





DEPOSIT AGREEMENT

(Class B)


 


Dated as of October 10, 2007


 


between


 


CITIBANK, N.A.,

as Escrow Agent,


 


and


 


CREDIT SUISSE, NEW YORK BRANCH,

as Depositary


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Article 1

  	
  FORMATION OF DEPOSITS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Article 2

  	
  MAINTENANCE OF DEPOSITS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Article 3

  	
  TERMINATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  Article 4

  	
  PAYMENTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  Article 5

  	
  REPRESENTATIONS AND WARRANTIES

  	
  5

  
	
   

  	
   

  	
   

  
	
  Article 6

  	
  TRANSFER

  	
  6

  
	
   

  	
   

  	
   

  
	
  Article 7

  	
  AMENDMENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  Article 8

  	
  NOTICES

  	
  6

  
	
   

  	
   

  	
   

  
	
  Article 9

  	
  OBLIGATIONS UNCONDITIONAL

  	
  7

  
	
   

  	
   

  	
   

  
	
  Article 10

  	
  ENTIRE AGREEMENT

  	
  7

  
	
   

  	
   

  	
   

  
	
  Article 11

  	
  GOVERNING LAW

  	
  7

  
	
   

  	
   

  	
   

  
	
  Article 12

  	
  WAIVER OF JURY TRIAL RIGHT

  	
  7

  
	
   

  	
   

  	
   

  
	
  Article 13

  	
  HEAD OFFICE OBLIGATIONS

  	
  8

  
	
   

  	
   

  	
   

  
	
  Article 14

  	
  COUNTERPARTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  Schedule of Deposits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Notice of Purchase Withdrawal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Notice of Final Withdrawal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Notice of Replacement Withdrawal

  	
   

  



 

















 


Deposit Agreement (Class B)


 


DEPOSIT AGREEMENT (CLASS B)


 


THIS DEPOSIT AGREEMENT (Class B)
dated as of October 10, 2007 (as amended, modified or supplemented from time to
time, this “Agreement”) between CITIBANK, N.A., as Escrow Agent under the
Escrow and Paying Agent Agreement referred to below (in such capacity, together
with its successors in such capacity, the “Escrow
Agent”), and CREDIT SUISSE, NEW
YORK BRANCH, a branch of Credit Suisse, organized and existing under
the laws of Switzerland and licensed under the laws of the State of New York,
as depositary bank (the “Depositary”).
Capitalized terms used herein without definition shall have the respective
defined meanings as set forth in the Note Purchase Agreement (as defined
below).


 


W I T N E S S E T H:


 


WHEREAS, Northwest
Airlines Corporation, a Delaware corporation (the “Guarantor”), Northwest Airlines, Inc., a Minnesota corporation
(“Northwest”) and U.S. Bank Trust
National Association, not in its individual capacity except as otherwise
expressly provided therein, but solely as trustee (in such capacity, together
with its successors in such capacity, the “Pass
Through Trustee”) have entered into a Trust Supplement No. 2007-1B,
dated as of October 10, 2007, to the Pass Through Trust Agreement dated as of
June 3, 1999, by and among the Guarantor, Northwest and the Pass Through
Trustee (the “Basic Agreement”)
relating to Northwest Airlines Pass Through Trust 2007-1B pursuant to which the
Northwest Airlines Pass Through Trust, Series 2007-1B Certificates referred to
therein (the “Certificates”) are
being issued;


 


WHEREAS, Northwest
and 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 (collectively, the “Underwriters” and, together with their
respective transferees and assigns as registered owners of the Certificates,
the “Investors”) have entered into
an Underwriting Agreement dated as of October 2, 2007 pursuant to which the
Pass Through Trustee will issue and sell the Certificates to the Underwriters;


 


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


 


WHEREAS, the Escrow
Agent, the Underwriters, the Pass Through Trustee and U.S. Bank National
Association, as paying agent for the Escrow Agent (in such capacity, together
with its successors in such capacity, the “Paying
Agent”) concurrently herewith are entering into an Escrow and Paying
Agent Agreement, dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the “Escrow and Paying Agent Agreement”); and


 

















 


WHEREAS, the
Underwriters and the Pass Through Trustee intend that the Net Proceeds be held
in escrow by the Escrow Agent pursuant to the Escrow and Paying Agent
Agreement, subject to withdrawal upon request of and proper certification by
the Pass Through Trustee for the purpose of purchasing Equipment Notes, and
that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent
with the Depositary pursuant to this Agreement, which provides for the
Depositary to pay interest for distribution to the Investors and to establish
accounts from which the Escrow Agent shall make withdrawals upon request of and
proper certification by the Pass Through Trustee.


 


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


 


ARTICLE 1

FORMATION OF DEPOSITS


 


1.1          Acceptance
of Depositary.  The Depositary hereby agrees to act as depositary
bank as provided herein and in connection therewith to accept all amounts to be
delivered to or held by the Depositary pursuant to the terms of this Agreement.
The Depositary further agrees to hold, maintain and safeguard the Deposits and
the Accounts (as defined below) during the term of this Agreement in accordance
with the provisions of this Agreement. The Escrow Agent shall not have any
right to withdraw, assign or otherwise transfer moneys held in the Accounts
except as permitted by this Agreement. Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be responsible for any actions or failure
to act or any obligations of the Depositary.


 


1.2          Establishment
of Accounts.  The Escrow Agent hereby instructs the Depositary,
and the Depositary agrees, to establish the separate deposit accounts listed on
Schedule I hereto and to establish such additional separate deposit accounts as
may be required in connection with the deposits contemplated by
Section 2.4 hereof (each, an “Account”
and collectively, the “Accounts”),
each in the name of the Escrow Agent and all on the terms and conditions set
forth in this Agreement.


 


ARTICLE 2

MAINTENANCE OF DEPOSITS


 


2.1          Deposits.  The
Escrow Agent shall direct the Underwriters to deposit with the Depositary on
the date of this Agreement (the “Deposit Date”)
in Federal (same day) funds by wire transfer to: Bank of New York, ABA No.
021000018, BIC Code IRVTUS3N, Account No. 8900329238, Reference: NWA 2007-1
EETC, and the Depositary shall accept from the Underwriters, on behalf of the
Escrow Agent, the sum of US $115,845,000. Upon acceptance of such sum, the
Depositary shall (i) establish each of the deposits specified in Schedule
I hereto maturing on the respective dates (each such date, as it may be
extended from time to time in accordance with, and subject to the requirements
of, the Indemnity Agreement (as defined herein) through the Delivery Period
Termination Date, a “Maturity Date”)
set forth therein (including any deposit made pursuant to Section 2.4
hereof, individually, a “Deposit”
and, 


 


2

















 


collectively, the “Deposits”)
and (ii) credit each Deposit to the related Account as set forth therein.
No amount shall be deposited in any Account other than the related Deposit.


 


2.2          Interest.  Each
Deposit shall bear interest from and including the date of deposit to but
excluding the earlier of (x) date of withdrawal and (y) such Deposit’s Maturity
Date at the rate of 8.028% per annum (computed on the basis of a year of twelve
30-day months) payable to the Paying Agent on behalf of the Escrow Agent
semiannually in arrears on each May 1 and November 1, commencing on May 1, 2008
(each, an “Interest Payment Date”),
and (except in the case of a Final Withdrawal (as defined below) made pursuant
to a Notice of Replacement Withdrawal (as defined below) on a day which is not
an Interest Payment Date) on the date of the Final Withdrawal (as defined
below) all in accordance with the terms of this Agreement (whether or not any
such Deposit is withdrawn on an Interest Payment Date). Interest accrued on any
Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as
defined below) shall be paid on the next Interest Payment Date, notwithstanding,
in the case of retained interest due to a Notice of Purchase Withdrawal only,
any intervening Final Withdrawal (such remaining interest being hereinafter
referred to as a “Carryover Deposit”).
In addition, interest accrued on any Deposit that is withdrawn pursuant to a
Notice of Replacement Withdrawal but not paid on the date of the Final
Withdrawal shall be paid on the next Interest Payment Date.


 


2.3          Withdrawals.  On
and after the date seven (7) days after the establishment of each Deposit, the
Escrow Agent may, by providing at least one (1) Business Day prior notice of
withdrawal to the Depositary in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw
not less than the entire balance of such Deposit. At any time prior to the actual
withdrawal of any such Deposit, the Escrow Agent or the Pass Through Trustee
may, by notice to the Depositary, cancel such withdrawal (including on the
scheduled date therefor), and thereafter such Deposit shall continue to be
maintained by the Depositary in accordance with the original terms thereof.
Following such withdrawal the balance in the related Account shall be zero and
the Depositary shall close such Account. As used herein, “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 or
Boston, Massachusetts. The Depositary reserves the right, upon at least
fourteen (14) days prior notice to Northwest, the Escrow Agent and the Pass
Through Trustee, to require seven (7) days notice for any withdrawal.


 


(a)           (i)  The Escrow Agent may, by providing at least
fifteen (15) days prior notice of withdrawal to the Depositary in the form of
Exhibit B hereto (a “Notice of Final Withdrawal”),
withdraw the entire amount of all of the remaining Deposits together with the
payment by the Depositary of all accrued and unpaid interest on such Deposits
to but excluding the specified date of withdrawal (a “Final Withdrawal”), on such date as shall
be specified in such Notice of Final Withdrawal. If neither a Notice of Final
Withdrawal nor a Notice of Replacement Withdrawal has been given to the
Depositary on or before April 1, 2009, and there are unwithdrawn Deposits on
such date, the Depositary shall pay the amount of the Final Withdrawal to the
Paying Agent on such date as designated by Northwest pursuant to the Indemnity
Agreement dated as of October 10, 2007 between Northwest and the Depositary
(the “Indemnity Agreement”) but in
any event not later than April 16, 2009.


 


3

















 


(ii)           The
Escrow Agent may, by providing at least fifteen (15) days prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), request
withdrawal of the entire amount of all Deposits then held by the Depositary
together with, if specified in such Notice of Replacement Withdrawal, the
payment by the Depositary of all accrued and unpaid interest on such Deposits
to but excluding the specified date of withdrawal (a “Replacement Withdrawal”) on such date as
shall be specified in such Notice of Replacement Withdrawal.


 


(b)           If the Depositary
receives a duly completed Notice of Purchase Withdrawal, Notice of Final
Withdrawal or Notice of Replacement Withdrawal complying with the provisions of
this Agreement, it shall make the payments specified therein in accordance with
the provisions of this Agreement.


 


2.4          Other
Accounts.  On the date of withdrawal of any Deposit pursuant to a
Notice of Purchase Withdrawal, the Escrow Agent, or the Pass Through Trustee on
behalf of the Escrow Agent, shall be entitled to re-deposit with the Depositary
any portion thereof and the Depositary shall accept the same for deposit
hereunder. Any sums so received for deposit shall be established as a new
Deposit and credited to a new Account, all as more fully provided in
Section 2.1 hereof, and thereafter the provisions of this Agreement shall
apply thereto as fully and with the same force and effect as if such Deposit
had been established on the Deposit Date except that (i) such Deposit may
not be withdrawn prior to the date seven days after the establishment thereof
and (ii) such Deposit shall mature in accordance with this Agreement and bear
interest as provided in Section 2.2 hereof. The Depositary shall promptly
give notice to the Escrow Agent of receipt of each such re-deposit and the
account number assigned thereto.


 


ARTICLE 3

TERMINATION


 


3.1          This
Agreement shall terminate on the fifth (5th) Business Day after the later of
the date on which (i) all of the Deposits shall have been withdrawn and
paid as provided herein without any re-deposit and (ii) all accrued and
unpaid interest on the Deposits shall have been paid as provided herein, but in
no event prior to the date on which the Depositary shall have performed in full
its obligations hereunder.


 


3.2          For
the avoidance of doubt, the obligations of the Depositary under the last
two (2) sentences of Section 2.2 hereof shall remain in full
force and effect notwithstanding the execution and delivery of a replacement
Deposit Agreement in accordance with the Note Purchase Agreement.


 


ARTICLE 4

PAYMENTS


 


All payments (including, without limitation, those payments made in
respect of Taxes (as defined and provided for below)) made by the Depositary
hereunder shall be paid in United States Dollars and immediately available
funds by wire transfer (i) in the case of accrued interest 


 


4

















 


on the Deposits payable under Section 2.2 hereof or any Final
Withdrawal, directly to the Paying Agent on behalf of the Escrow Agent at U.S.
Bank National Association,  1 Federal
St., 3rd Fl., Boston, MA 02110, Attention: Corporate Trust Department
(Telecopier: 617-662-1462), Reference: Northwest Airlines 2007-1B EETC, or to
such other account as the Paying Agent may direct from time to time in writing
to the Depositary and the Escrow Agent and (ii) in the case of any
withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal
or all the then remaining Deposits pursuant to a Notice of Replacement
Withdrawal, directly to or as directed by the Pass Through Trustee as specified
and in the manner provided in such Notice of Purchase Withdrawal or Notice of
Replacement Withdrawal. The Depositary hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right (whether
arising under applicable law, contract or otherwise) it may have against the
Deposits howsoever arising. Except as provided below, all payments on or in
respect of each Deposit shall be made free and clear of and without reduction
for or on account of any and all taxes, levies or other impositions or charges
(collectively, “Taxes”). However,
if the Depositary or the Paying Agent (pursuant to Section 2.4 of the
Escrow and Paying Agent Agreement) shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable hereunder, the
Depositary shall:  (i) make such
deductions or withholding; (ii) pay the full amount deducted or withheld
(including in respect of such additional amounts) to the competent taxation
authority; and (iii) if the Taxes required to be deducted or withheld are
imposed by Switzerland or any political subdivision thereof, pay such
additional amounts as may be necessary in order that the actual amount received
by the designated recipient of such sum under this Agreement or the Escrow and
Paying Agent Agreement after such deduction or withholding equals the sum it
would have received had no such deduction or withholding been required. If the
date on which any payment due on any Deposit would otherwise fall on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day with the same force and effect as if made on such scheduled date,
and no additional interest shall accrue in respect of such extension.


 


ARTICLE 5

REPRESENTATIONS AND WARRANTIES


 


The Depositary hereby represents and warrants to Northwest, the
Guarantor, the Escrow Agent, the Pass Through Trustee and the Paying Agent
that:


 


(a)           it is a banking
corporation duly organized and validly existing in good standing under the laws
of its jurisdiction of organization and is duly qualified to conduct banking
business in the State of New York;


 


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


 


(c)           the execution,
delivery and performance of this Agreement have been duly authorized by all
necessary corporate action on the part of it and do not require any stockholder
approval, or approval or consent of any trustee or holder of any indebtedness
or obligations of it, and this Agreement has been duly executed and delivered by
it and constitutes its legal, valid and binding obligations enforceable against
it in accordance with the terms hereof;


 


5

















 


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


 


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


 


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


 


ARTICLE 6

TRANSFER


 


Neither party hereto shall be entitled to assign or otherwise transfer
this Agreement (or any interest herein) other than (in the case of the Escrow
Agent) to a successor escrow agent under Section 1.7 of the Escrow and
Paying Agent Agreement, and any purported assignment in violation thereof shall
be void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent) permitted assigns.


 


ARTICLE 7

AMENDMENT


 


This Agreement may not be amended, waived or otherwise modified except
by an instrument in writing signed by the party against whom the amendment,
waiver or other modification is sought to be enforced and by the Pass Through
Trustee.


 


ARTICLE 8

NOTICES


 


Unless otherwise expressly provided herein, any notice or other
communication under this Agreement shall be in writing (including by facsimile)
and shall be deemed to be given and effective upon receipt thereof. All notices
shall be sent to (x) in the case of the Depositary, Credit Suisse, New York
Branch, 11 Madison Avenue, New York, New York 10010, Attention: Karl Studer
(Telecopier:  (212) 743-1894), with
copies to James Palen (Telecopier:  (212)
743-2025) 


 


6

















 


and Carl Paravati (Telecopier: 
(212) 538-5165) or (y) in the case of the  Escrow Agent, Citibank, N.A., Agency &
Trust, 388 Greenwich Street, 14th Floor, New York, NY 10013,
Attention: Barbara E. Bennett (Telecopier: (212) 657-2762), in each case, with
a copy to the Pass Through Trustee, U.S. Bank Trust  National Association, 225 Asylum St., Goodwin
Square, Hartford, CT 06013, John G. Correia (Telecopier: 617-603-6665) and to
Northwest, Northwest Airlines, Inc., Department A4010, 2700 Lone Oak Parkway,
Eagan, MN 55121-1534, Attention: 
Treasurer (Telecopier:  (612)
726-2221) (or at such other address as any such party may specify from time to
time in a written notice to the parties hereto). On or prior to the execution
of this Agreement, the Escrow Agent has delivered to the Depositary a
certificate containing specimen signatures of the representatives of the Escrow
Agent who are authorized to give notices and instructions with respect to this
Agreement. The Depositary may conclusively rely on such certificate until the
Depositary receives written notice from the Escrow Agent to the contrary.


 


ARTICLE 9

OBLIGATIONS UNCONDITIONAL


 


The Depositary hereby acknowledges and agrees that its obligation to
repay each Deposit together with interest thereon as provided herein is
absolute, irrevocable and unconditional and constitutes a full recourse
obligation of the Depositary enforceable against it to the full extent of all
of its assets and properties.


 


ARTICLE 10

ENTIRE AGREEMENT


 


This Agreement (including all attachments hereto) sets forth all of the
promises, covenants, agreements, conditions and understandings between the
Depositary and the Escrow Agent with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements and undertakings,
inducements or conditions, express or implied, oral or written.


 


ARTICLE 11

GOVERNING LAW


 


THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE DEPOSITARY AND
THE ESCROW AGENT WITH RESPECT TO THE DEPOSITS, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND SUBJECT TO
THE PROVISIONS OF REGULATION D OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM (OR ANY SUCCESSOR), AS THE SAME MAY BE MODIFIED AND SUPPLEMENTED AND IN
EFFECT FROM TIME TO TIME.


 


ARTICLE 12

WAIVER OF JURY TRIAL RIGHT


 


EACH OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS
THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR 


 


7

















 


RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A
TRIAL BY JURY.


 


ARTICLE 13

HEAD OFFICE OBLIGATIONS


 


Credit Suisse hereby agrees that the obligations of the Depositary
hereunder are also the obligations of Credit Suisse’s Head Office in Zurich,
Switzerland. Accordingly, any beneficiary of this Agreement will be able to
proceed directly against Credit Suisse’s Head Office in Zurich, Switzerland, if
Credit Suisse’s New York Branch defaults in its obligation to such beneficiary
under this Agreement.


 


ARTICLE 14

COUNTERPARTS


 


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


*              *              *


 


8

















 


 


 


IN WITNESS WHEREOF,
the Escrow Agent and the Depositary have caused this Deposit Agreement to be
duly executed as of the day and year first above written.


 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Barbara E. Bennett

  
	
   

  	
   

  	
  Name:

  	
  Barbara E. Bennett

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, NEW YORK

  BRANCH,

  
	
   

  	
  As Depositary

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ John F. Kneafsey

  
	
   

  	
   

  	
  Name:

  	
  John F. Kneafsey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Lori A. Panzarino

  
	
   

  	
   

  	
  Name:

  	
  Lori A. Panzarino

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  



 


9

















 


SCHEDULE I


 


SCHEDULE OF DEPOSITS


 


(Class B)


 


	
   

  	
   

  	
   

  	
   

  	
  DEPOSIT

  	
   

  	
  ACCOUNT

  	
   

  	
  MATURITY

  	
   

  
	
  DATE

  	
   

  	
  TAIL NO.

  	
   

  	
  AMOUNT

  	
   

  	
  NO.

  	
   

  	
  DATE

  	
   

  
	
  10/10/2007

  	
   

  	
  N612CZ

  	
   

  	
  $

  	
  4,380,790

  	
   

  	
  EMB175B1

  	
   

  	
  1/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N613CZ

  	
   

  	
  $

  	
  4,380,790

  	
   

  	
  EMB175B2

  	
   

  	
  1/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N614CZ

  	
   

  	
  $

  	
  4,380,790

  	
   

  	
  EMB175B3

  	
   

  	
  1/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N615CZ

  	
   

  	
  $

  	
  4,361,427

  	
   

  	
  EMB175B4

  	
   

  	
  2/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N616CZ

  	
   

  	
  $

  	
  4,361,427

  	
   

  	
  EMB175B5

  	
   

  	
  2/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N617CZ

  	
   

  	
  $

  	
  4,361,427

  	
   

  	
  EMB175B6

  	
   

  	
  2/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N619CZ

  	
   

  	
  $

  	
  4,337,224

  	
   

  	
  EMB175B7

  	
   

  	
  3/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N620CZ

  	
   

  	
  $

  	
  4,337,224

  	
   

  	
  EMB175B8

  	
   

  	
  3/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N621CZ

  	
   

  	
  $

  	
  4,313,529

  	
   

  	
  EMB175B9

  	
   

  	
  4/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N622CZ

  	
   

  	
  $

  	
  4,313,529

  	
   

  	
  EMB175B10

  	
   

  	
  4/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N623CZ

  	
   

  	
  $

  	
  4,289,325

  	
   

  	
  EMB175B11

  	
   

  	
  5/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N624CZ

  	
   

  	
  $

  	
  4,289,325

  	
   

  	
  EMB175B12

  	
   

  	
  5/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N625CZ

  	
   

  	
  $

  	
  4,269,962

  	
   

  	
  EMB175B13

  	
   

  	
  6/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N626CZ

  	
   

  	
  $

  	
  4,269,962

  	
   

  	
  EMB175B14

  	
   

  	
  6/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N627CZ

  	
   

  	
  $

  	
  4,269,962

  	
   

  	
  EMB175B15

  	
   

  	
  6/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N628CZ

  	
   

  	
  $

  	
  4,241,427

  	
   

  	
  EMB175B16

  	
   

  	
  7/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N629CZ

  	
   

  	
  $

  	
  4,241,427

  	
   

  	
  EMB175B17

  	
   

  	
  7/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N630CZ

  	
   

  	
  $

  	
  4,284,739

  	
   

  	
  EMB175B18

  	
   

  	
  8/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N631CZ

  	
   

  	
  $

  	
  4,284,739

  	
   

  	
  EMB175B19

  	
   

  	
  8/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N632CZ

  	
   

  	
  $

  	
  4,260,650

  	
   

  	
  EMB175B20

  	
   

  	
  9/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N633CZ

  	
   

  	
  $

  	
  4,260,650

  	
   

  	
  EMB175B21

  	
   

  	
  9/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N634CZ

  	
   

  	
  $

  	
  4,260,650

  	
   

  	
  EMB175B22

  	
   

  	
  9/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N635CZ

  	
   

  	
  $

  	
  4,237,047

  	
   

  	
  EMB175B23

  	
   

  	
  10/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N636CZ

  	
   

  	
  $

  	
  4,237,047

  	
   

  	
  EMB175B24

  	
   

  	
  10/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N637CZ

  	
   

  	
  $

  	
  4,212,959

  	
   

  	
  EMB175B25

  	
   

  	
  11/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N638CZ

  	
   

  	
  $

  	
  4,212,959

  	
   

  	
  EMB175B26

  	
   

  	
  11/1/2008

  	
   

  
	
  10/10/2007

  	
   

  	
  N639CZ

  	
   

  	
  $

  	
  4,194,015

  	
   

  	
  EMB175B27

  	
   

  	
  12/1/2008

  	
   

  



 


1

















 


EXHIBIT A


 


NOTICE OF PURCHASE WITHDRAWAL


 


CREDIT SUISSE, NEW YORK BRANCH 

11 Madison Avenue

New York, New York, 10010

Attention: Karl Studer

Telecopier:  (212) 743-1894


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  cc:

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

  	
   

  
	
   

  	
  Carl Paravati [Telecopier: 
  (212) 538-5165]

  	
   

  
							



 


1

















 


EXHIBIT B


 


NOTICE OF FINAL WITHDRAWAL


 


CREDIT SUISSE, NEW YORK BRANCH 

11 Madison Avenue

New York, New York, 10010

Attention: Karl Studer

Telecopier:  (212) 743-1894


 


Ladies and Gentlemen:


 


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


 


In accordance with Section 2.3(a)(i) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire amount
of all Deposits.


 


The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits and accrued interest thereon to the Paying Agent at [NAME], ABA#                   ,
Account #              ,
Attention:                                     ,
Reference: Northwest Airlines 2007-1B EETC.


 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc:

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

  	
   

  
	
   

  	
  Carl Paravati [Telecopier: 
  (212) 538-5165]

  	
   

  



 


1

















 


EXHIBIT C


 


NOTICE OF REPLACEMENT WITHDRAWAL


 


CREDIT SUISSE, NEW YORK BRANCH 

11 Madison Avenue

New York, New York, 10010

Attention: Karl Studer

Telecopier:  (212) 743-1894


 


Ladies and Gentlemen:


 


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


 


In accordance with Section 2.3(a)(ii) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire amount
of all Deposits.


 


The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits to                    at
[NAME], ABA #                   ,
Account #                   Attention:                   ,
Reference:                   
Northwest Airlines 2007-1B EETC [and to pay accrued interest thereon to the
Paying Agent at                       ,
ABA #                   ,
Acct. No.                             ,
Reference: Northwest Airlines 2007-1B EETC].(1) [The undersigned further
directs the Depositary to pay the accrued interest on the Deposits to the
Paying Agent on                 
, 20         (the next Interest Payment
Date) at ABA #                   ,
Account No.                    Reference
Northwest Airlines 2007-1B EETC.](2)


 






(1) To be deleted in the case
of a Replacement Withdrawal scheduled for a date which is not an Interest
Payment Date (as defined in the Escrow and Payment Agent Agreement).


 


(2) To be inserted in the case
of a Replacement Withdrawal scheduled for a date which is not an Interest
Payment Date (as defined in the Escrow and Payment Agent Agreement).


 


1

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  cc:

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

  	
   

  
	
   

  	
  Carl Paravati [Telecopier: 
  (212) 538-5165]

  	
   

  
										



 


2