Exhibit 4.3(b)


 




 





REVOLVING
CREDIT AGREEMENT

(2007-1B)


 


Dated as of October 10,
2007


 


between


 


U.S. BANK
NATIONAL ASSOCIATION


 


as
Subordination Agent,


 


as Borrower


 


and


 


CALYON, acting
through its New York branch, as Liquidity Provider




 





 


Relating to


 


Northwest
Airlines Pass Through Trust 2007-1B

8.028% Northwest Airlines Pass Through Certificates,

Series 2007-1B


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
  Section 1.01.

  	
  Certain Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II AMOUNT AND TERMS OF THE
  COMMITMENT

  	
  7

  
	
  Section 2.01.

  	
  The Advances

  	
  7

  
	
  Section 2.02.

  	
  Making the Advances

  	
  7

  
	
  Section 2.03.

  	
  Fees

  	
  10

  
	
  Section 2.04.

  	
  Reduction or Termination of the Maximum
  Commitment

  	
  10

  
	
  Section 2.05.

  	
  Repayments of Interest Advances, the
  Special Termination Advance or the Final Advance

  	
  10

  
	
  Section 2.06.

  	
  Repayments of Provider Advances

  	
  11

  
	
  Section 2.07.

  	
  Payments to the Liquidity Provider Under
  the Intercreditor Agreement

  	
  12

  
	
  Section 2.08.

  	
  Book Entries

  	
  12

  
	
  Section 2.09.

  	
  Payments from Available Funds Only

  	
  12

  
	
  Section 2.10.

  	
  Extension of the Expiry Date; Non-Extension
  Advance

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III OBLIGATIONS OF THE
  BORROWER

  	
  13

  
	
  Section 3.01.

  	
  Increased Costs

  	
  13

  
	
  Section 3.02.

  	
  Capital Adequacy

  	
  14

  
	
  Section 3.03.

  	
  Payments Free of Deductions

  	
  14

  
	
  Section 3.04.

  	
  Payments

  	
  15

  
	
  Section 3.05.

  	
  Computations

  	
  16

  
	
  Section 3.06.

  	
  Payment on Non-Business Days

  	
  16

  
	
  Section 3.07.

  	
  Interest

  	
  16

  
	
  Section 3.08.

  	
  Replacement of Borrower

  	
  17

  
	
  Section 3.09.

  	
  Funding Loss Indemnification

  	
  17

  
	
  Section 3.10.

  	
  Illegality

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV CONDITIONS PRECEDENT

  	
  18

  
	
  Section 4.01.

  	
  Conditions Precedent to Effectiveness of Section 2.01

  	
  18

  
	
  Section 4.02.

  	
  Conditions Precedent to Borrowing

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V COVENANTS

  	
  20

  



 


i

















 


	
  Section 5.01.

  	
  Affirmative Covenants of the Borrower

  	
  20

  
	
  Section 5.02.

  	
  Negative Covenants of the Borrower

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI LIQUIDITY EVENTS OF DEFAULT

  	
  21

  
	
  Section 6.01.

  	
  Liquidity Events of Default and Special
  Termination

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  MISCELLANEOUS

  	
  21

  
	
  Section 7.01.

  	
  Amendments, Etc

  	
  21

  
	
  Section 7.02.

  	
  Notices, Etc

  	
  21

  
	
  Section 7.03.

  	
  No Waiver; Remedies

  	
  22

  
	
  Section 7.04.

  	
  Further Assurances

  	
  22

  
	
  Section 7.05.

  	
  Indemnification; Survival of Certain
  Provisions

  	
  23

  
	
  Section 7.06.

  	
  Liability of the Liquidity Provider

  	
  23

  
	
  Section 7.07.

  	
  Costs, Expenses and Taxes

  	
  24

  
	
  Section 7.08.

  	
  Binding Effect; Participations

  	
  24

  
	
  Section 7.09.

  	
  Severability

  	
  25

  
	
  Section 7.10.

  	
  GOVERNING LAW

  	
  25

  
	
  Section 7.11.

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

  	
  25

  
	
  Section 7.12.

  	
  Execution in Counterparts

  	
  26

  
	
  Section 7.13.

  	
  Entirety

  	
  26

  
	
  Section 7.14.

  	
  Headings

  	
  27

  
	
  Section 7.15.

  	
  LIQUIDITY PROVIDER’S OBLIGATION TO MAKE
  ADVANCES

  	
  27

  
	
  Section 7.16.

  	
  Patriot Act

  	
  27

  
	
  Section 7.17.

  	
  Head Office Obligations

  	
  27

  



 


ii

















 


ANNEXES


 


	
  ANNEX I

  	
  Interest Advance Notice of Borrowing

  
	
  ANNEX II

  	
  Non-Extension Advance Notice of Borrowing

  
	
  ANNEX III

  	
  Downgrade Advance Notice of Borrowing

  
	
  ANNEX IV

  	
  Final Advance Notice of Borrowing

  
	
  ANNEX V

  	
  Notice of Termination

  
	
  ANNEX VI

  	
  Notice of Replacement Subordination Agent

  
	
  ANNEX VII

  	
  Special Termination Advance Notice of
  Borrowing

  
	
  ANNEX VIII

  	
  Notice of Special Termination

  



 


iii

















 


REVOLVING
CREDIT AGREEMENT (2007-1B)


 


This REVOLVING
CREDIT AGREEMENT (2007-1B) dated as of October 10, 2007, between U.S. BANK
NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as Subordination Agent under the Intercreditor Agreement
(each as defined below), as agent and trustee for the Class B Trust (as
defined below) (the “Borrower”), and CALYON, a société anonyme organized under the laws
of France (the “Liquidity Provider”), acting through its New York
Branch.


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS,
pursuant to the Class B Trust Agreement (such term and all other
capitalized terms used in these recitals having the meanings set forth or
referred to in Section 1.01), the Class B Trust is issuing the Class B
Certificates; and


 


WHEREAS, the
Borrower, in order to support the timely payment of a portion of the interest
on the Class B Certificates in accordance with their terms, has requested
the Liquidity Provider to enter into this Agreement, providing in part for the
Borrower to request in specified circumstances that Advances be made hereunder.


 


NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.01.                             Certain
Defined Terms.  (a)  Definitions.  As used in this Agreement and unless
otherwise expressly indicated, or unless the context clearly requires
otherwise, the following capitalized terms shall have the following respective
meanings for all purposes of this Agreement:


 


“Advance”
means an Interest Advance, a Final Advance, a Provider Advance, an Applied
Provider Advance, a Special Termination Advance, an Applied Special Termination
Advance or an Unpaid Advance, as the case may be.


 


“Applicable
Liquidity Rate” has the meaning assigned to such term in Section 3.07(g).


 


“Applicable
Margin” means (a) 1.00%, or (b) with respect to any (i) Unapplied
Special Termination Advance or (ii) Unapplied Provider Advance, the rates
per annum specified in the Fee Letter applicable to this Agreement.


 


“Applied
Downgrade Advance” has the meaning assigned to such term in Section 2.06(a).


 


“Applied
Non-Extension Advance” has the meaning assigned to such term in Section 2.06(a).


 

















 


“Applied
Provider Advance” has the meaning assigned to such term in Section 2.06(a).


 


“Applied
Provider Advance Replenishment Amount” has the meaning assigned to such
term in Section 2.06(b).


 


“Applied
Special Termination Advance” has the meaning assigned to such term in Section 2.05.


 


“Applied
Special Termination Advance Replenishment Amount” has the meaning assigned
to such term in Section 2.06(c).


 


“Base Rate”
means a fluctuating interest rate per annum in effect from time to time, which
rate per annum is at all times equal to (a) the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or if such rate is not so published for
any day that is a Business Day, the average of the quotations for such day for
such transactions received by the Liquidity Provider from three Federal funds
brokers of recognized standing selected by the Liquidity Provider, plus (b) one
quarter of one percent (0.25%) per annum.


 


“Base Rate
Advance” means an Advance that bears interest at a rate based upon the Base
Rate.


 


“Borrower”
has the meaning assigned to such term in the recital of parties to this
Agreement.


 


“Borrowing”
means the making of Advances requested by delivery of a Notice of Borrowing.


 


“Business
Day” means any day other than a Saturday or Sunday or a day on which
commercial banks are required or authorized to close in New York, New York,
Minneapolis, Minnesota, Wilmington, Delaware or Boston, Massachusetts, or, so
long as any Class B Certificate is outstanding, the city and state in
which the Class B Trustee, the Borrower or any Loan Trustee maintains its
Corporate Trust Office or receives or disburses funds, and, if the applicable
Business Day relates to any Advance or other amount bearing interest based on
the LIBOR Rate, on which dealings are carried on in the London interbank
market.


 


“Consent
Notice” has the meaning assigned to such term in Section 2.10.


 


“Consent
Period” has the meaning assigned to such term in Section 2.10.


 


“Delivery
Period” means the period from the date hereof through March 31, 2009.


 


“Deposit
Agreement” means the Deposit Agreement, dated October 10, 2007,
between Citibank, N.A., as Escrow Agent and Credit Suisse, New York Branch, as


 


2

















 


Depositary, pertaining to the Class B
Certificates, as the same may be amended, modified or supplemented from time to
time in accordance with the terms thereof.


 


“Depositary”
has the meaning assigned to such term in the Deposit Agreement.


 


“Deposits”
has the meaning assigned to such terms in the Deposit Agreement.


 


“Downgrade
Advance” means an Advance made pursuant to Section 2.02(c).


 


“Downgrade
Event” means a downgrading of the Liquidity Provider’s short-term unsecured
debt rating issued by either Rating Agency below the applicable Threshold
Rating unless each Rating Agency shall have confirmed in writing on or prior to
the date of such downgrading that such downgrading will not result in the
downgrading, withdrawal or suspension of the ratings of the Class B
Certificates, in which case, such downgrading of the Liquidity Provider’s
short-term unsecured debt rating shall not constitute a Downgrade Event.


 


“Effective
Date” has the meaning specified in Section 4.01.  The delivery of the certificate of the
Liquidity Provider contemplated by Section 4.01(e) shall be
conclusive evidence that the Effective Date has occurred.


 


“Excluded
Taxes” means (i) Taxes imposed on the overall net income of the
Liquidity Provider and (ii) Excluded Withholding Taxes.


 


“Excluded
Withholding Taxes” means (i) withholding Taxes imposed by the United
States except to the extent that such United States withholding Taxes are
imposed or increased as a result of any change in applicable law (excluding
from “change in applicable law” for this purpose, a change in an applicable
treaty or other change in law affecting the applicability of a treaty) after
the date hereof, or in the case of a successor Liquidity Provider (including a
transferee of an Advance) or Lending Office, after the date on which such
successor Liquidity Provider obtains its interest or on which the Lending
Office is changed, and (ii) any withholding Taxes imposed by the United
States which are imposed or increased as a result of the Liquidity Provider
failing to deliver to the Borrower any certificate or document described in Section 3.03
hereof and each other certificate or document reasonably requested by the
Borrower (which certificate or document in the good faith judgment of the
Liquidity Provider it is legally entitled to provide) to establish that
payments under this Agreement are exempt from (or entitled to a reduced rate
of) withholding Tax.


 


“Expenses”
means liabilities, obligations, damages, settlements, penalties, claims,
actions, suits, costs, expenses, and disbursements (including, without limitation,
reasonable fees and disbursements of legal counsel and costs of investigation),
provided that Expenses shall not include any Taxes.


 


“Expiry
Date” means October 9, 2008, initially, or any date to which the
Expiry Date is extended pursuant to Section 2.10.


 


“Extension
Notice” has the meaning assigned to such term in Section 2.10.


 


3

















 


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


 


“Final
Advance” means an Advance made pursuant to Section 2.02(d).


 


“Intercreditor
Agreement” means the Intercreditor Agreement dated the date hereof, among
the Trustees, the Liquidity Provider, the liquidity provider under the other
Liquidity Facility (other than this Agreement) and the Subordination Agent, as
the same may be amended, supplemented or otherwise modified from time to time
in accordance with its terms.


 


“Interest
Advance” means an Advance made pursuant to Section 2.02(a).


 


“Interest
Period” means, with respect to any LIBOR Advance, each of the following
periods:


 


(i)                                     the
period beginning on the third Business Day following either (a) the
Liquidity Provider’s receipt of the Notice of Borrowing for such LIBOR Advance
or (b) the withdrawal of funds from the Class B Cash Collateral
Account for the purpose of paying interest on the Class B Certificates as
contemplated by Section 2.06(a) hereof and, in either case, ending on
the next Regular Distribution Date; and


 


(ii)                                  each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the next Regular Distribution Date;


 


provided, however,
that (I) if an Unapplied Provider Advance or Unapplied Special Termination
Advance which is a LIBOR Advance becomes an Applied Provider Advance or Applied
Special Termination Advance, as the case may be, the Interest Period then
applicable to such Unapplied Provider Advance or Unapplied Special Termination
Advance shall be applicable to such Applied Provider Advance or Applied Special
Termination Advance, as the case may be, and (II) if (x) the Final Advance
shall have been made, or (y) other outstanding Advances shall have been
converted into the Final Advance, then the Interest Periods shall be successive
periods of one month beginning on the third Business Day following the
Liquidity Provider’s receipt of the Notice of Borrowing for such Final Advance
(in the case of clause (x) above) or the last day of the Interest Period then
applicable to such outstanding Advances (in the case of clause (y) above). 


 


“Lending
Office” means the office of the Liquidity Provider presently located in New
York, New York, or such other lending office as the Liquidity Provider from
time to time shall notify the Borrower as its lending office hereunder.


 


4

















 


“LIBOR
Advance” means an Advance bearing interest at a rate based upon the LIBOR
Rate.


 


“LIBOR Rate”
means, with respect to any Interest Period, (i) the rate per annum
appearing on display page 3750 (British Bankers Association—LIBOR) of the
Dow Jones Markets Service (or any successor or substitute therefor) at
approximately 11:00 A.M. (London time) two Business Days before the first
day of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period, or (ii) if the rate calculated
pursuant to clause (i) above is not available, the average (rounded
upwards, if necessary, to the next 1/16 of 1%) of the rates per annum at which
deposits in dollars are offered for the relevant Interest Period by three banks
of recognized standing selected by the Liquidity Provider in the London
interbank market at approximately 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount approximately
equal to the principal amount of the LIBOR Advance to which such Interest
Period is to apply and for a period comparable to such Interest Period.


 


“Liquidity
Event of Default” means the occurrence of the following: (i) all of
the Equipment Notes shall have been either declared to be immediately due and
payable or shall not have been paid at their final maturity; provided
that, if an acceleration of the Equipment Notes occurs during the Delivery
Period, a Liquidity Event of Default shall occur only if the aggregate
principal amount of the Equipment Notes exceeds $200 million, or (ii) a
Northwest Bankruptcy Event.


 


“Liquidity
Indemnitee” means (i) the Liquidity Provider, (ii) the directors,
officers, employees and agents of the Liquidity Provider, and (iii) the
successors and permitted assigns of the persons described in clauses (i) and
(iii), inclusive.


 


“Liquidity
Provider” has the meaning assigned to such term in the recital of parties
to this Agreement.


 


“Maximum
Available Commitment” shall mean, subject to the proviso contained in the
third sentence of Section 2.02(a), at any time of determination, (a) the
Maximum Commitment at such time less (b) the aggregate amount of
each Interest Advance outstanding at such time; provided that following
a Provider Advance, a Special Termination Advance or a Final Advance, the
Maximum Available Commitment shall be zero. 


 


“Maximum
Commitment” means initially $13,950,054.90, as such amount may be reduced
from time to time in accordance with Section 2.04.


 


“Non-Excluded
Tax” has the meaning specified in Section 3.03(a).


 


“Non-Extension
Advance” means an Advance made pursuant to Section 2.02(b).


 


“Notice of
Borrowing” has the meaning specified in Section 2.02(e).


 


5

















 


“Notice of
Replacement Subordination Agent” has the meaning specified in Section 3.08.


 


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


 


“Prospectus
Supplement” means the Prospectus Supplement dated October 2, 2007,
relating to the Class A Certificates and the Class B Certificates, as
such Prospectus Supplement may be amended or supplemented.


 


“Provider
Advance” means a Downgrade Advance or a Non-Extension Advance.


 


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


 


“Special
Termination Advance” means an Advance made pursuant to Section 2.02(g).


 


“Special Termination
Notice” means the Notice of Termination substantially in the form of Annex
VIII to this Agreement.


 


“Termination
Date” means the earliest to occur of the following:  (i) the Expiry Date; (ii) the date
on which the Borrower delivers to the Liquidity Provider a certificate, signed
by a Responsible Officer of the Borrower, certifying that all of the Class B
Certificates have been paid in full (or provision has been made for such
payment in accordance with the Intercreditor Agreement and the Trust Agreements)
or are otherwise no longer entitled to the benefits of this Agreement; (iii) the
date on which the Borrower delivers to the Liquidity Provider a certificate,
signed by a Responsible Officer of the Borrower, certifying that a Replacement
Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.5(e) of
the Intercreditor Agreement; (iv) the fifth Business Day following the
receipt by the Borrower of a Termination Notice or Special Termination Notice
from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the
date on which no Advance is or may (including by reason of reinstatement as
herein provided) become available for a Borrowing hereunder.


 


“Termination
Notice” means the Notice of Termination substantially in the form of Annex
V to this Agreement.


 


“Transferee”
has the meaning assigned to such term in Section 7.08(b).


 


6

















 


“Unapplied
Downgrade Advance” means any Downgrade Advance other than an Applied Downgrade
Advance.


 


“Unapplied
Non-Extension Advance” means any Non-Extension Advance other than an
Applied Non-Extension Advance.


 


“Unapplied
Provider Advance” means any Provider Advance other than an Applied Provider
Advance.


 


“Unapplied
Special Termination Advance” means any Special Termination Advance other
than an Applied Special Termination Advance.


 


“Unpaid
Advance” has the meaning assigned to such term in Section 2.05.


 


“Withdrawal
Notice” has the meaning assigned to such term in Section 2.10.


 


(b)                                 Terms Defined in
the Intercreditor Agreement.  For all
purposes of this Agreement, the following terms shall have the respective
meanings assigned to such terms in the Intercreditor Agreement:


 


“Acceleration”, “Affiliate”, “Certificates”,
“Class A Certificates”, “Class B Cash Collateral Account”,
“Class B Certificates”, “Class B Certificateholders”, “Class B
Trust”, “Class B Trust Agreement”, “Class B Trustee”,
“Closing Date”, “Controlling Party”, “Corporate Trust Office”,
“Delivery Period Expiry Date”, “Distribution Date”, “Downgraded
Facility”, “Equipment Notes”, “Final Legal Distribution Date”,
“Financing Agreement”, “Indenture”, “Interest Payment Date”,
“Investment Earnings”, “Liquidity Facility”, “Liquidity
Obligations”, “Loan Trustee”, “Moody’s”, “Non-Extended
Facility”, “Northwest”, “Northwest Bankruptcy Event”, “Note
Purchase Agreement”, “Operative Agreements”, “Performing
Equipment Note”, “Person”, “Pool Balance”, “Rating Agency”,
“Ratings Confirmation”, “Regular Distribution Date”, “Replacement
Liquidity Facility”, “Responsible Officer”, “Scheduled Payment”,
“Special Payment”, “Standard & Poor’s”, “Stated
Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold
Rating”, “Trust Agreements”, “Trustee”, “Underwriters”,
“Underwriting Agreement” and “Written Notice”.


 


ARTICLE II



AMOUNT AND TERMS OF THE COMMITMENT


 


Section 2.01.                             The
Advances.  The Liquidity Provider
hereby irrevocably agrees, on the terms and conditions hereinafter set forth,
to make Advances to the Borrower from time to time on any Business Day during
the period from the Effective Date until 1:00 P.M. (New York City time) on
the Expiry Date (unless the obligations of the Liquidity Provider shall be
earlier terminated in accordance with the terms of Section 2.04(b)) in an
aggregate amount at any time outstanding not to exceed the Maximum Commitment.


 


Section 2.02.                             Making
the Advances.  (a)  Interest
Advances shall be made in one or more Borrowings by delivery to the Liquidity
Provider of one or more written and completed


 


7

















 


Notices of Borrowing in substantially the form of Annex I attached
hereto, signed by a Responsible Officer of the Borrower, in an amount not
exceeding the Maximum Available Commitment at such time and shall be used
solely for the payment when due of interest on the Class B Certificates at
the Stated Interest Rate therefor in accordance with Section 3.5(a) of
the Intercreditor Agreement.  Each
Interest Advance made hereunder shall automatically reduce the Maximum
Available Commitment and the amount available to be borrowed hereunder by
subsequent Advances by the amount of such Interest Advance (subject to
reinstatement as provided in the next sentence).  Upon repayment to the Liquidity Provider in
full of the amount of any Interest Advance made pursuant to this Section 2.02(a),
together with accrued interest thereon (as provided herein), the Maximum
Available Commitment shall be reinstated by the amount of such repaid Interest
Advance, but not to exceed the Maximum Commitment; provided, however,
that the Maximum Available Commitment shall not be so reinstated at any time if
(i) a Liquidity Event of Default shall have occurred and be continuing and
(ii) there is a Performing Note Deficiency.


 


(b)                                 A Non-Extension
Advance shall be made in a single Borrowing if this Agreement is not extended
in accordance with Section 3.5(d) of the Intercreditor Agreement
(unless a Replacement Liquidity Facility to replace this Agreement shall have
been delivered to the Borrower as contemplated by said Section 3.5(d) within
the time period specified in such Section) by delivery to the Liquidity
Provider of a written and completed Notice of Borrowing in substantially the
form of Annex II attached hereto, signed by a Responsible Officer of the
Borrower, in an amount equal to the Maximum Available Commitment at such time,
and shall be used to fund the Class B Cash Collateral Account in
accordance with said Section 3.5(d) and Section 3.5(f) of
the Intercreditor Agreement.


 


(c)                                  A Downgrade Advance
shall be made in a single Borrowing upon the occurrence of a Downgrade Event
(as provided for in Section 3.5(c) of the Intercreditor Agreement)
unless a Replacement Liquidity Facility to replace this Agreement shall have
been previously delivered to the Borrower in accordance with said Section 3.5(c),
by delivery to the Liquidity Provider of a written and completed Notice of
Borrowing in substantially the form of Annex III attached hereto, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum
Available Commitment at the time of such borrowing, and shall be used to fund
the Class B Cash Collateral Account in accordance with said Section 3.5(c) and
Section 3.5(f) of the Intercreditor Agreement.


 


(d)                                 A Final Advance shall
be made in a single Borrowing upon the receipt by the Borrower of a Termination
Notice from the Liquidity Provider pursuant to Section 6.01 hereof by
delivery to the Liquidity Provider of a written and completed Notice of
Borrowing in substantially the form of Annex IV attached hereto, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum
Available Commitment at such time, and shall be used to fund the Class B
Cash Collateral Account in accordance with Section 3.5(i) and Section 3.5(f) of
the Intercreditor Agreement.


 


(e)                                  Each Borrowing shall
be made on notice in writing (a “Notice of Borrowing”) in substantially
the form required by Section 2.02(a), 2.02(b), 2.02(c), 2.02(d) or
2.02(g), as the case may be, given by the Borrower to the Liquidity Provider.  If a Notice of Borrowing is delivered by the
Borrower in respect of any Borrowing no later than 1:00 p.m. (New York
City


 


8

















 


time) on a Business Day, upon satisfaction of the conditions precedent
set forth in Section 4.02 with respect to a requested Borrowing, the
Liquidity Provider shall make available to the Borrower, in accordance with its
payment instructions, the amount of such Borrowing in U.S. dollars and
immediately available funds, before 4:00 p.m. (New York City time) on such
Business Day or on such later Business Day specified in such Notice of
Borrowing.  If a Notice of Borrowing is
delivered by the Borrower in respect of any Borrowing after 1:00 p.m. (New
York City time) on a Business Day, upon satisfaction of the conditions
precedent set forth in Section 4.02 with respect to a requested Borrowing,
the Liquidity Provider shall make available to the Borrower, in accordance with
its payment instructions, the amount of such Borrowing in U.S. dollars and
immediately available funds, before 12:00 Noon (New York City time) on the
first Business Day next following the day of receipt of such Notice of
Borrowing or on such later Business Day specified by the Borrower in such
Notice of Borrowing.  Payments of
proceeds of a Borrowing shall be made by wire transfer of immediately available
funds to the Borrower in accordance with such wire transfer instructions as the
Borrower shall furnish from time to time to the Liquidity Provider for such
purpose.  Each Notice of Borrowing shall
be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider’s New York
Branch at the address specified in Section 7.02 hereof.


 


(f)                                    Upon the making of
any Advance requested pursuant to a Notice of Borrowing, in accordance with the
Borrower’s payment instructions, the Liquidity Provider shall be fully
discharged of its obligation hereunder with respect to such Notice of
Borrowing, and the Liquidity Provider shall not thereafter be obligated to make
any further Advances hereunder in respect of such Notice of Borrowing to the
Borrower or to any other Person.  If the
Liquidity Provider makes an Advance requested pursuant to a Notice of Borrowing
before 12:00 Noon (New York City time) on the second Business Day after the
date of payment specified in said Section 2.02(e), the Liquidity Provider
shall have fully discharged its obligations hereunder with respect to such
Advance and an event of default shall not have occurred hereunder.  Following the making of any Advance pursuant
to Section 2.02(b), (c), (d) or (g) hereof to fund the Class B
Cash Collateral Account, the Liquidity Provider shall have no interest in or
rights to the Class B Cash Collateral Account, the funds constituting such
Advance or any other amounts from time to time on deposit in the Class B
Cash Collateral Account; provided that the foregoing shall not affect or
impair the obligations of the Subordination Agent to make the distributions contemplated
by Section 3.5(e) or (f) of the Intercreditor Agreement and
provided further, that the foregoing shall not affect or impair the rights of
the Liquidity Provider to provide written instructions with respect to the
investment and reinvestment of amounts in the Cash Collateral Accounts to the
extent provided in Section 2.2(b) of the Intercreditor
Agreement.  By paying to the Borrower
proceeds of Advances requested by the Borrower in accordance with the
provisions of this Agreement, the Liquidity Provider makes no representation as
to, and assumes no responsibility for, the correctness or sufficiency for any
purpose of the amount of the Advances so made and requested.


 


(g)                                 A Special Termination
Advance shall be made in a single Borrowing upon the receipt by the Borrower of
a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(b),
by delivery to the Liquidity Provider of a written and completed Notice of
Borrowing in substantially the form of Annex VII, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment
at such time, and shall be


 


9

















 


used solely to fund the Class B Cash Collateral Account (in
accordance with Section 3.5(f) and Section 3.5(k) of the
Intercreditor Agreement).


 


Section 2.03.                             Fees.  The Borrower agrees to pay to the Liquidity
Provider the fees set forth in the Fee Letter applicable to this Agreement.


 


Section 2.04.                             Reduction
or Termination of the Maximum Commitment.


 


(a)                                  Automatic
Reduction.  Promptly following each
date on which the Required Amount is reduced as a result of a reduction in the
Pool Balance of the Class B Certificates or otherwise, the Maximum
Commitment shall automatically be reduced to an amount equal to such reduced
Required Amount (as calculated by the Borrower).  The Borrower shall give notice of any such
automatic reduction of the Maximum Commitment to the Liquidity Provider within
two Business Days thereof.  The failure
by the Borrower to furnish any such notice shall not affect such automatic
reduction of the Maximum Commitment.


 


(b)                                 Termination.  Upon the making of any Provider Advance or
the Special Termination Advance, or the making of or conversion to Final
Advance hereunder or the occurrence of the Termination Date, the obligation of
the Liquidity Provider to make further Advances hereunder shall automatically
and irrevocably terminate, and the Borrower shall not be entitled to request
any further Borrowing hereunder.


 


Section 2.05.                             Repayments
of Interest Advances, the Special Termination Advance or the Final Advance.  Subject to Sections 2.06, 2.07 and 2.09
hereof, the Borrower hereby agrees, without notice of an Advance or demand for
repayment from the Liquidity Provider (which notice and demand are hereby
waived by the Borrower), to pay, or to cause to be paid, to the Liquidity
Provider on each date on which the Liquidity Provider shall make an Interest
Advance, the Special Termination Advance or the Final Advance, an amount equal
to (a) the amount of such Advance (any such Advance, until repaid, is
referred to herein as an “Unpaid Advance”), plus (b) interest on
the amount of each such Unpaid Advance as provided in Section 3.07 hereof;
provided that if (i) the Liquidity Provider shall make a Provider
Advance at any time after making one or more Interest Advances which shall not
have been repaid in accordance with this Section 2.05 or (ii) this
Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility
at any time when unreimbursed Interest Advances have reduced the Maximum
Available Commitment to zero, then such Interest Advances shall cease to
constitute Unpaid Advances and shall be deemed to have been changed into an
Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may
be, for all purposes of this Agreement (including, without limitation, for the
purpose of determining when such Interest Advance is required to be repaid to
the Liquidity Provider in accordance with Section 2.06 and for the purposes
of Section 2.06(b)); provided, further, that amounts in
respect of a Special Termination Advance withdrawn from the Class B Cash
Collateral Account for the purpose of paying interest on the Class B
Certificates in accordance with Section 3.5(f) of the Intercreditor
Agreement (the amount of any such withdrawal being an “Applied Special
Termination Advance”) shall thereafter (subject to Section 2.06(b)) be
treated as an Interest Advance under this Agreement for purposes of determining
the Applicable Liquidity Rate for interest payable thereon; and provided
further, that if, following the making of a Special Termination Advance,
the Liquidity Provider delivers a Termination Notice to the Borrower pursuant
to Section 6.01 hereof, such Special


 


10

















 


Termination Advance shall thereafter be converted to and treated as a
Final Advance under this Agreement for purposes of determining the Applicable
Liquidity Rate for interest payable thereon and the obligation for repayment
thereof and as an Applied Special Termination Advance for the purposes of Section 2.6(c) of
the Intercreditor Agreement.  The
Borrower and the Liquidity Provider agree that the repayment in full of each
Interest Advance, Special Termination Advance and Final Advance on the date
such Advance is made is intended to be a contemporaneous exchange for new value
given to the Borrower by the Liquidity Provider.


 


Section 2.06.                             Repayments
of Provider Advances.  (a)  Amounts
advanced hereunder in respect of a Provider Advance shall be deposited in the Class B
Cash Collateral Account, invested and withdrawn from the Class B Cash
Collateral Account as set forth in Sections 3.5(c), (d), (e) and (f) of
the Intercreditor Agreement.  The
Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution
Date, commencing on the first Regular Distribution Date after the making of a
Provider Advance, interest on the principal amount of any such Provider Advance
as provided in Section 3.07; provided, however, that amounts
in respect of a Provider Advance withdrawn from the Class B Cash
Collateral Account for the purpose of paying interest on the Class B
Certificates in accordance with Section 3.5(f) of the Intercreditor
Agreement (the amount of any such withdrawal being (y) in the case of a
Downgrade Advance, an “Applied Downgrade Advance” and (z) in the case of
a Non-Extension Advance, an “Applied Non-Extension Advance” and,
together with an Applied Downgrade Advance, an “Applied Provider Advance”)
shall thereafter (subject to Section 2.06(b)) be treated as an Interest
Advance under this Agreement for purposes of determining the Applicable
Liquidity Rate for interest payable thereon; provided  further, however,
that if, following the making of a Provider Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01
hereof, such Provider Advance shall thereafter be treated as a Final Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon and the obligation for repayment thereof and as an
Applied Downgrade Advance or Applied Non-Extension Advance, as the case may be,
for the purposes of Section 2.6(c) of the Intercreditor
Agreement.  Subject to Sections 2.07 and
2.09 hereof, immediately upon the withdrawal of any amounts from the Class B
Cash Collateral Account on account of a reduction in the Required Amount, the
Borrower shall repay to the Liquidity Provider a portion of the Provider
Advances in a principal amount equal to such reduction, plus interest on the
principal amount prepaid as provided in Section 3.07 hereof.


 


(b)                                 At any time when an
Applied Provider Advance (or any portion thereof) is outstanding, upon the
deposit in the Class B Cash Collateral Account of any amount pursuant to
clause “fourth” of Section 3.2 of the Intercreditor Agreement (any
such amount being a “Applied Provider Advance Replenishment Amount”) for
the purpose of replenishing or increasing the balance thereof up to the
Required Amount at such time, (i) the aggregate outstanding principal
amount of all Applied Provider Advances (and of Provider Advances treated as an
Interest Advance for purposes of determining the Applicable Liquidity Rate for
interest payable thereon) shall be automatically reduced by the amount of such
Applied Provider Advance Replenishment Amount and (ii) the aggregate
outstanding principal amount of all Unapplied Provider Advances shall be
automatically increased by the amount of such Applied Provider Advance
Replenishment Amount.


 


11

















 


(c)                                  At any time when an
Applied Special Termination Advance (or any portion thereof) is outstanding,
upon the deposit in the Class B Cash Collateral Account of any amount
pursuant to clause “fourth” of Section 3.2 of the Intercreditor
Agreement (any such amount being an “Applied Special Termination Advance
Replenishment Amount”) for the purpose of replenishing or increasing the
balance thereof up to the Required Amount at such time, (i) the aggregate
outstanding principal amount of all Applied Special Termination Advances (and
of Special Termination Advances treated as an Interest Advance for purposes of
determining the Applicable Liquidity Rate for interest payable thereon) shall
be automatically reduced by the amount of such Applied Special Termination
Advance Replenishment Amount and (ii) the aggregate outstanding principal
amount of all Unapplied Special Termination Advances shall be automatically
increased by the amount of such Applied Special Termination Advance
Replenishment Amount.


 


(d)                                 Upon the provision of
a Replacement Liquidity Facility in replacement of this Agreement in accordance
with Section 3.5(e) of the Intercreditor Agreement, amounts remaining
on deposit in the Class B Cash Collateral Account after giving effect to
any Applied Provider Advance or Applied Special Termination Advance on the date
of such replacement shall be reimbursed to the Liquidity Provider, but only to
the extent such amounts are necessary to repay in full to the Liquidity
Provider all amounts owing to it hereunder.


 


Section 2.07.                             Payments
to the Liquidity Provider Under the Intercreditor Agreement.  In order to provide for payment or repayment
to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement
provides that amounts available and referred to in Articles II and III of the
Intercreditor Agreement, to the extent payable to the Liquidity Provider
pursuant to the terms of the Intercreditor Agreement (including, without
limitation, Section 3.5(f) of the Intercreditor Agreement), shall be
paid to the Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the Liquidity Provider
shall be applied by the Liquidity Provider to Liquidity Obligations then due
and payable in accordance with the Intercreditor Agreement (or, if not provided
for in the Intercreditor Agreement, then in such manner as the Liquidity
Provider shall deem appropriate).


 


Section 2.08.                             Book
Entries.  The Liquidity Provider
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower resulting from Advances made from
time to time and the amounts of principal and interest payable hereunder and
paid from time to time in respect thereof; provided, however,
that the failure by the Liquidity Provider to maintain such account or accounts
shall not affect the obligations of the Borrower in respect of Advances.


 


Section 2.09.                             Payments
from Available Funds Only.  All
payments to be made by the Borrower under this Agreement shall be made only
from the amounts that constitute Scheduled Payments, Special Payments or
payments under Section 7(c) of the Participation Agreements and Section 7
of the Note Purchase Agreement and only to the extent that the Borrower shall
have sufficient income or proceeds therefrom to enable the Borrower to make
payments in accordance with the terms hereof after giving effect to the
priority of payments provisions set forth in the Intercreditor Agreement.  The Liquidity Provider agrees that it will
look solely to such amounts to the extent available for distribution to it as
provided in the Intercreditor Agreement and this Agreement and that the
Borrower, in its individual capacity, is


 


12

















 


not personally liable to it for any amounts payable or liability under
this Agreement except as expressly provided in this Agreement, the
Intercreditor Agreement or any Participation Agreement.  Amounts on deposit in the Class B Cash
Collateral Account shall be available to the Borrower to make payments under
this Agreement only to the extent and for the purposes expressly contemplated
in Section 3.5(f) of the Intercreditor Agreement.


 


Section 2.10.                             Extension
of the Expiry Date; Non-Extension Advance. 
Each Expiry Date shall, subject to the following provisions of this Section 2.10,
be automatically extended without any further act to the earlier of (i) the
date which is 15 days after the Final Legal Distribution Date for the Class B
Certificates and (ii) the date that is the day immediately preceding the
364th day occurring after the last day of the Termination Period (as
hereinafter defined).  The Liquidity
Provider may, by a notice (a “Termination Notice”) to the Borrower,
given during the period commencing on the date that is 60 days prior to the
Expiry Date then in effect and ending on the date that is 25 days prior to the
Expiry Date then in effect for such Liquidity Facility (such period, with
respect to such Liquidity Facility, the “Termination Period”), determine
that the Expiry Date shall not be so extended, which determination may be made
or withheld by the Liquidity Provider in its absolute and sole discretion.  If the Liquidity Provider so advises the
Borrower that the applicable Expiry Date shall not be so extended (and if the
Liquidity Provider shall not have been replaced in accordance with Section 3.5(e) of
the Intercreditor Agreement), the Borrower shall be entitled on and after the
date on which the Termination Period ends (but prior to the then effective
Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof
and Section 3.5(d) of the Intercreditor Agreement.


 


ARTICLE III



OBLIGATIONS OF THE BORROWER


 


Section 3.01.                             Increased
Costs.  If the Liquidity Provider shall
determine that (a) any change after the date hereof in any law,
regulation, rule or directive or in the interpretation thereof by any
court or administrative or governmental authority charged with the
administration thereof or in the compliance by the Liquidity Provider (or its
head office) with any applicable direction, request or requirement (whether or
not having the force of law) of any central bank or competent governmental or
other authority shall either (i) impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets held by, or deposits in
or for the account of, or loans made by, the Liquidity Provider, or (ii) impose
on the Liquidity Provider any other condition regarding this Agreement or any
Advance, or (iii) subject the Liquidity Provider to any Taxes with respect
to amounts payable or paid or change the basis of taxation of any amounts
payable to the Liquidity Provider (other than Excluded Taxes) and (b) the
result of any event referred to in the preceding clauses (i), (ii) or (iii) shall
be to increase the cost to the Liquidity Provider of issuing or maintaining its
commitment or funding or maintaining Advances (which increase in cost shall be
determined by the Liquidity Provider’s reasonable allocations of the aggregate
of such cost increases resulting from such event), then, upon demand by the
Liquidity Provider ), the Borrower shall pay, or cause to be paid, to the
Liquidity Provider, from time to time as specified by the Liquidity Provider,
additional amounts which shall be sufficient to compensate the Liquidity
Provider for such increased cost; provided that if such demand for payment is
made more than 180 days after a Responsible Officer of the Liquidity Provider


 


13

















 


obtains actual knowledge of any event referred to in clause (i), (ii) or
(iii) above period, the Borrower shall be obligated to pay such additional
amounts only with respect to such increased cost actually incurred or effected
on or after the 180th day prior to the date of such demand.  A certificate as to such increased cost
incurred by the Liquidity Provider as a result of any event mentioned in
clauses (i), (ii) or (iii) above, prepared in reasonable detail and
submitted by the Liquidity Provider to the Borrower, shall be conclusive
evidence of the amount owed under this Section, absent manifest error.


 


The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any
amount payable under this Section 3.01 that may thereafter accrue and
would not, in the reasonable judgment of the Liquidity Provider, be otherwise
disadvantageous to the Liquidity Provider.


 


Section 3.02.                             Capital
Adequacy.  If the Liquidity Provider
shall determine that the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its head
office) with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, in each case after the date hereof, has the effect of reducing the rate
of return on the Liquidity Provider’s capital as a consequence of issuing or
maintaining its commitment hereunder or its funding or maintaining Advances to
a level below that which the Liquidity Provider could have achieved but for
such adoption, change or compliance (taking into consideration the Liquidity
Provider’s policies with respect to capital adequacy) by an amount deemed by
the Liquidity Provider to be material, then, upon demand by the Liquidity
Provider, the Borrower shall pay to the Liquidity Provider, from time to time
as specified by the Liquidity Provider, additional amounts which shall be
sufficient to compensate the Liquidity Provider for such reduction in respect
of issuing or maintaining its commitment hereunder or its funding or
maintaining Advances.  A certificate as
to any such additional amount describing the event which has the effect of
reducing the rate of return on the Liquidity Provider’s capital, prepared in
reasonable detail and submitted by the Liquidity Provider to the Borrower,
shall be conclusive evidence of the amount owed under this Section, absent
manifest error.


 


The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any
amount payable under this Section 3.02 that may thereafter accrue and
would not, in the reasonable judgment of the Liquidity Provider, be otherwise
disadvantageous to the Liquidity Provider.


 


Section 3.03.                             Payments
Free of Deductions.  (a)  All
payments made by the Borrower under this Agreement shall be made free and clear
of, and without reduction for or on account of, any present or future Taxes,
excluding Excluded Taxes (such non-excluded taxes being referred to herein,
collectively, as “Non-Excluded Taxes” and, individually, as a “Non-Excluded
Tax”).  If any Non-Excluded Taxes are
required to be withheld from any amounts payable to the Liquidity Provider
under this Agreement, the amounts so payable to the Liquidity Provider shall be
increased to the extent necessary to yield to the Liquidity Provider (after


 


14

















 


payment of all Non-Excluded Taxes and taxes imposed on the receipt of
such increase) interest or any other such amounts payable under this Agreement
at the rates or in the amounts specified in this Agreement.  The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Lending Office if making such
change would avoid the need for, or reduce the amount of, any such additional
amounts that may thereafter accrue and would not, in the reasonable judgment of
the Liquidity Provider, be otherwise disadvantageous to the Liquidity
Provider.  On or prior to the Closing
Date, the Liquidity Provider agrees to provide to the Borrower (i) two
copies of a properly completed United States Internal Revenue Service Form W-8BEN,
Form W-8ECI or Form W-9, as appropriate with respect to the Liquidity
Provider, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, the Liquidity Provider’s
entitlement to a complete exemption from United States federal withholding tax
in respect to any and all payments to be made hereunder, and (ii) agree to
provide the Borrower a new Form W-8BEN, Form W-8ECI or Form W-9,
as appropriate, (A) on or before the date that any such form expires or
becomes obsolete or (B) after the occurrence of any event requiring a
change in the most recent form previously delivered by it and prior to the
immediately following due date of any payment by the Borrower hereunder,
certifying in the case of a Form W-8BEN, Form W-8ECI or Form W-9
that the Liquidity Provider is exempt from or entitled to a reduced rate of
United States federal withholding tax on payments pursuant to this Agreement.
Within 30 days after the date of each payment hereunder, the Borrower shall
furnish to the Liquidity Provider the original or a certified copy of (or other
documentary evidence of) the payment of the Taxes applicable to such payment.


 


(b)                                 All payments
(including, without limitation, Advances) made by the Liquidity Provider under
this Agreement shall be made free and clear of, and without reduction for or on
account of, any present or future Taxes. 
If any Taxes are required to be withheld or deducted from any amounts
payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within
the time prescribed therefor by applicable law pay to the appropriate
governmental or taxing authority the full amount of any such Taxes (and any
additional Taxes in respect of the payment required under clause (ii) hereof)
and make such reports or returns in connection therewith at the time or times
and in the manner prescribed by applicable law, and (ii) pay to the
Borrower an additional amount which (after deduction of all such Taxes) will be
sufficient to yield to the Borrower the full amount which would have been
received by it had no such withholding or deduction been made.  Within 30 days after the date of each payment
hereunder, the Liquidity Provider shall furnish to the Borrower the original or
a certified copy of (or other documentary evidence of) the payment of the Taxes
applicable to such payment.


 


(c)                                  If any exemption
from, or reduction in the rate of, any Taxes is reasonably available to the
Borrower to establish that payments under this Agreement are exempt from (or
entitled to a reduced rate of) tax, the Borrower shall deliver to the Liquidity
Provider such form or forms and such other evidence of the eligibility of the
Borrower for such exemption or reduction as the Liquidity Provider may
reasonably identify to the Borrower as being required as a condition to exemption
from, or reduction in the rate of, any Taxes.


 


Section 3.04.                             Payments.  The Borrower shall make or cause to be made
each payment to the Liquidity Provider under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M.
(New York City time) on the day when due.


 


15

















 


The Borrower shall make all such payments in lawful money of the United
States of America, to the Liquidity Provider in immediately available funds, by
wire transfer to Calyon New York Branch, ABA 02600873, Account No. 0188179370100,
Reference: Northwest Airlines EETC 2007-1A and 2007-1B Liquidity Facilities,
Attention: Client Banking Services.


 


Section 3.05.                             Computations.  All computations of interest based on the
Base Rate shall be made on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest is payable.


 


Section 3.06.                             Payment
on Non-Business Days.  Whenever any
payment to be made hereunder to the Liquidity Provider shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day (and if so made, shall be deemed to have been made when
due).  If any payment in respect of
interest on an Advance is so deferred to the next succeeding Business Day, such
deferral shall not delay the commencement of the next Interest Period for such
Advance (if such Advance is a LIBOR Advance) or reduce the number of days for
which interest will be payable on such Advance on the next interest payment
date for such Advance.


 


Section 3.07.                             Interest.  (a)  Subject to Section 2.09, the
Borrower shall pay, or shall cause to be paid, without duplication, interest on
(i) the unpaid principal amount of each Advance from and including the
date of such Advance (or, in the case of an Applied Provider Advance or Applied
Special Termination Advance, from and including the date on which the amount
thereof was withdrawn from the Class B Cash Collateral Account to pay
interest on the Class B Certificates) to but excluding the date such
principal amount shall be paid in full (or, in the case of an Applied Provider
Advance or Applied Special Termination Advance, the date on which the Class B
Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other
amounts or, to the extent permitted by law, installments of interest on
Advances or any such other amount) which is not paid when due (whether at
stated maturity, by acceleration or otherwise) from and including the due date
thereof to but excluding the date such amount is paid in full, in each such
case, at a fluctuating interest rate per annum for each day equal to the
Applicable Liquidity Rate (as defined below) for such Advance or such other
amount as in effect for such day, but in no event at a rate per annum greater
than the maximum rate permitted by applicable law; provided, however,
that, if at any time the otherwise applicable interest rate as set forth in
this Section 3.07 shall exceed the maximum rate permitted by applicable
law, then any subsequent reduction in such interest rate will not reduce the
rate of interest payable pursuant to this Section 3.07 below the maximum
rate permitted by applicable law until the total amount of interest accrued
equals the amount of interest that would have accrued if such otherwise
applicable interest rate as set forth in this Section 3.07 had at all
times been in effect.  


 


(b)                                 Except as provided in
clause (e) below, each Advance (other than any Unapplied Provider Advance
or Unapplied Special Termination Advance) will be either a Base Rate Advance or
a LIBOR Advance as provided in this Section. 
Each such Advance will be a Base Rate Advance for the period from the
date of its borrowing to (but excluding) the third


 


16

















 


Business Day following the Liquidity Provider’s receipt of the Notice
of Borrowing for such Advance. 
Thereafter, such Advance shall be a LIBOR Advance.


 


(c)                                  Each LIBOR Advance
shall bear interest during each Interest Period at a rate per annum equal to
the LIBOR Rate for such Interest Period plus the Applicable Margin for such
LIBOR Advance, payable in arrears on the last day of such Interest Period and,
in the event of the payment of principal of such LIBOR Advance on a day other
than such last day, on the date of such payment (to the extent of interest
accrued on the amount of principal repaid).


 


(d)                                 Each Base Rate Advance
shall bear interest at a rate per annum equal to the Base Rate plus the
Applicable Margin for such Base Rate Advance, payable in arrears on each
Regular Distribution Date and, in the event of the payment of principal of such
Base Rate Advance on a day other than a Regular Distribution Date, on the date
of such payment (to the extent of interest accrued on the amount of principal
repaid).


 


(e)                                  Each Unapplied
Provider Advance and Unapplied Special Termination Advance shall bear interest
in an amount equal to the Investment Earnings on amounts on deposit in the Class B
Cash Collateral Account plus the Applicable Margin for such Unapplied Provider
Advance or Unapplied Special Termination Advance, as applicable, on the amount
of such Unapplied Provider Advance or Unapplied Special Termination Advance
from time to time, payable in arrears on each Distribution Date.


 


(f)                                    Each amount not
paid when due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by applicable law, installments of interest on
Advances but excluding Advances) shall bear interest at a rate per annum equal
to the Base Rate plus 2.0% until paid.


 


(g)                                 Each change in the
Base Rate shall become effective immediately. 
The rates of interest specified in this Section 3.07 with respect
to any Advance or other amount shall be referred to as the “Applicable
Liquidity Rate”.


 


Section 3.08.                             Replacement
of Borrower.  From time to time and
subject to the successor Borrower’s meeting the eligibility requirements set
forth in Section 6.9 of the Intercreditor Agreement applicable to the
Subordination Agent, upon the effective date and time specified in a written
and completed Notice of Replacement Subordination Agent in substantially the
form of Annex VI attached hereto (a “Notice of Replacement Subordination
Agent”) delivered to the Liquidity Provider by the then Borrower, the
successor Borrower designated therein shall be substituted for as the Borrower
for all purposes hereunder.


 


Section 3.09.                             Funding
Loss Indemnification.  The Borrower
shall pay to the Liquidity Provider, upon the request of the Liquidity
Provider, such amount or amounts as shall be sufficient (in the reasonable
opinion of the Liquidity Provider) to compensate it for any loss, cost, or
expense incurred as a result of:


 


(1)                                  Any repayment of a
LIBOR Advance on a date other than the last day of the Interest Period for such
Advance; or


 


17

















 


(2)                                  Any failure by the
Borrower to borrow a LIBOR Advance on the date for borrowing specified in the
relevant notice under Section 2.02.


 


Section 3.10.                             Illegality.  Notwithstanding any other provision in this
Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for the Liquidity Provider (or its Lending Office) to maintain or
fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the
Liquidity Provider, if such change or compliance with such request, in the
judgment of the Liquidity Provider, requires immediate repayment; or (b) at
the expiration of the last Interest Period to expire before the effective date
of any such change or request.


 


ARTICLE IV



CONDITIONS PRECEDENT


 


Section 4.01.                             Conditions
Precedent to Effectiveness of Section 2.01.  Section 2.01 of this Agreement shall
become effective on and as of the first date (the “Effective Date”) on
which the following conditions precedent have been satisfied or waived:


 


(a)                                  The Liquidity
Provider shall have received on or before the Closing Date each of the
following, and in the case of each document delivered pursuant to paragraphs
(i), (ii) and (iii), each in form and substance satisfactory to the
Liquidity Provider:


 


(i)                                     This Agreement and
the Fee Letter duly executed on behalf of the Borrower and acknowledged by
Northwest;


 


(ii)                                  The Intercreditor
Agreement duly executed on behalf of each of the parties thereto;


 


(iii)                               Fully executed copies of
each of the Operative Agreements executed and delivered on or before the
Closing Date (other than this Agreement, the Fee Letter and the Intercreditor
Agreement);


 


(iv)                              A copy of the Prospectus
Supplement and specimen copies of the Class B Certificates;


 


(v)                                 An executed copy of
each document, instrument, certificate and opinion delivered on or before the
Closing Date pursuant to the Class B Trust Agreement, the Note Purchase
Agreement, the Intercreditor Agreement and the other Operative Agreements (in
the case of each such opinion, other than the opinion of counsel for the
Underwriters, either addressed to the Liquidity Provider or accompanied by a
letter from the counsel rendering such opinion to the effect


 


18

















 


that the Liquidity Provider is entitled to
rely on such opinion as of its date as if it were addressed to the Liquidity
Provider);


 


(vi)                              Evidence that there shall
have been made and shall be in full force and effect, all filings, recordings
and/or registrations, and there shall have been given or taken any notice or
other similar action as may be reasonably necessary or, to the extent
reasonably requested by the Liquidity Provider, reasonably advisable, in order
to establish, perfect, protect and preserve the right, title and interest,
remedies, powers, privileges, liens and security interests of, or for the
benefit of, the Trustees, the Borrower and the Liquidity Provider created by
the Operative Agreements executed and delivered on or prior to the Closing
Date;


 


(vii)                           A letter from Northwest
Airlines Corporation, pursuant to which (i) Northwest Airlines Corporation
agrees to provide copies of quarterly financial statements and audited annual
financial statements to the Liquidity Provider (provided that so long as
Northwest is subject to the reporting requirements of the Securities Exchange
Act of 1934, such information will be considered provided if it is made
available on the EDGAR database of the Securities and Exchange Commission) and
such other information as the Liquidity Provider shall reasonably request with
respect to the transactions contemplated by the Operative Agreements, in each
case, only to the extent that Northwest Airlines Corporation is obligated to
provide such information pursuant to the Indentures to the parties thereto, and
(ii) Northwest Airlines Corporation agrees to allow the Liquidity Provider
to inspect its books and records regarding such transactions, and to discuss
such transactions with officers and employees of Northwest Airlines
Corporation; and


 


(viii)                        Such other documents,
instruments, opinions and approvals pertaining to the transactions contemplated
hereby or by the other Operative Agreements as the Liquidity Provider shall
have reasonably requested.


 


(b)                                 The following
statement shall be true on and as of the Effective Date: no event has occurred
and is continuing, or would result from the entering into of this Agreement or
the making of any Advance, which constitutes a Liquidity Event of Default.


 


(c)                                  The Liquidity
Provider shall have received payment in full of all fees and other sums
required to be paid to or for the account of the Liquidity Provider on or prior
to the Effective Date.


 


(d)                                 All conditions
precedent to the issuance of the Certificates under the Trust Agreements shall
have been satisfied or waived, all conditions precedent to the effectiveness of
the other Liquidity Facility shall have been satisfied or waived, and all
conditions precedent to the purchase of the Class B Certificates by the
Underwriters under the Underwriting Agreement shall have been satisfied (unless
any of such conditions precedent shall have been waived by the Underwriters).


 


19

















 


(e)                                  The Borrower shall
have received a certificate, dated the date hereof, signed by a duly authorized
representative of the Liquidity Provider, certifying that all conditions
precedent to the effectiveness of Section 2.01 have been satisfied or
waived.


 


Section 4.02.                             Conditions
Precedent to Borrowing.  The
obligation of the Liquidity Provider to make an Advance on the occasion of each
Borrowing shall be subject to the conditions precedent that the Effective Date
shall have occurred and, prior to the date of such Borrowing, the Borrower
shall have delivered a Notice of Borrowing which conforms to the terms and
conditions of this Agreement and has been completed as may be required by the
relevant form of the Notice of Borrowing for the type of Advances requested.


 


ARTICLE V



COVENANTS


 


Section 5.01.                             Affirmative
Covenants of the Borrower.  So long
as any Advance shall remain unpaid or the Liquidity Provider shall have any
Maximum Commitment hereunder or the Borrower shall have any obligation to pay
any amount to the Liquidity Provider hereunder, the Borrower will, unless the
Liquidity Provider shall otherwise consent in writing:


 


(a)                                  Performance of
This and Other Agreements. 
Punctually pay or cause to be paid all amounts payable by it under this Agreement
and the other Operative Agreements and observe and perform in all material
respects the conditions, covenants and requirements applicable to it contained
in this Agreement and the other Operative Agreements.  


 


(b)                                 Reporting
Requirements.  Furnish to the
Liquidity Provider with reasonable promptness, such other information and data
with respect to the transactions contemplated by the Operative Agreements as
from time to time may be reasonably requested by the Liquidity Provider; and
permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s
books and records with respect to such transactions and to meet with officers
and employees of the Borrower to discuss such transactions.


 


(c)                                  Certain Operative
Agreements.  Furnish to the Liquidity
Provider with reasonable promptness, such Operative Agreements entered into
after the date hereof as from time to time may be reasonably requested by the
Liquidity Provider.


 


Section 5.02.                             Negative
Covenants of the Borrower.  So long
as any Advance shall remain unpaid or the Liquidity Provider shall have any
Maximum Commitment hereunder or the Borrower shall have any obligation to pay
any amount to the Liquidity Provider hereunder, the Borrower will not appoint
or permit or suffer to be appointed any successor Borrower without the prior
written consent of the Liquidity Provider, which consent shall not be
unreasonably withheld or delayed.


 


20

















 


ARTICLE VI



LIQUIDITY EVENTS OF DEFAULT


 


Section 6.01.                             Liquidity
Events of Default and Special Termination. 
If (a) any Liquidity Event of Default has occurred and is
continuing and (b) there is a Performing Note Deficiency, the Liquidity
Provider may, in its discretion, deliver to the Borrower a Termination Notice,
the effect of which shall be to cause (i) this Agreement to expire on the
fifth Business Day after the date on which such Termination Notice is received
by the Borrower, (ii) the Borrower to promptly request, and the Liquidity
Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof
and Section 3.5(i) of the Intercreditor Agreement, (iii) all
other outstanding Advances to be automatically converted into Final Advances
for purposes of determining the Applicable Liquidity Rate for interest payable
thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances
(including, without limitation, any Provider Advance and Applied Provider
Advance), any accrued interest thereon and any other amounts outstanding
hereunder to become immediately due and payable to the Liquidity Provider.


 


(b)                                 If the aggregate Pool
Balance of the Class B Certificates is greater than the aggregate
outstanding principal amount of the Series B Equipment Notes (other than
any Series B Equipment Notes previously sold or with respect to which the
Aircraft related to such Series B Equipment Notes has been disposed of) at
any time during the 18-month period prior to November 1, 2017 the
Liquidity Provider may, in its discretion, deliver to the Borrower a Special
Termination Notice, the effect of which shall be to cause (i) the
obligation of the Liquidity Provider to make Advances hereunder to expire on
the fifth Business Day after the date on which such Special Termination Notice
is received by the Borrower, (ii) the Borrower to promptly request, and
the Liquidity Provider to promptly make, a Special Termination Advance in
accordance with Section 2.02(g) hereof and Section 3.5(k) of the
Intercreditor Agreement, and (iii) subject to Sections 2.07 and 2.09 hereof
, all Advances (including, without limitation, any Provider Advance and Applied
Provider Advance), any accrued interest thereon and any other amounts
outstanding hereunder to become immediately due and payable to the Liquidity
Provider.


 


ARTICLE VII


 


MISCELLANEOUS


 


Section 7.01.                             Amendments, Etc.  No
amendment or waiver of any provision of this Agreement, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Liquidity Provider, and, in the case
of an amendment or of a waiver by the Borrower, the Borrower, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


Section 7.02.                             Notices,
Etc.  Except as otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be in writing (including telecopier and mailed or delivered or sent by
telecopier):


 


21

















 


	
  Borrower:

  	
  U.S. BANK NATIONAL ASSOCIATION

  1 Federal Street, 3rd Floor

  Boston, MA 02110

  Attention: Corporate Trust Administration

  Ref.: Northwest 2007-1 EETC

  Telephone: (617) 603-6566

  Facsimile: (617) 603-6665

  
	
   

  	
   

  
	
  Liquidity Provider:

  	
  Calyon acting through its New York branch

  Address:

  Calyon Building

  1301 Avenue of the Americas

  New York, NY 10019

  Attention: Jaikissoon Sanichar, Client Banking Services

  Telephone: 212-261-7644

  Fax: 917-849-5580

  
	
   

  	
   

  
	
   

  	
  With a copy of any Notice of Borrowing to:

  

  Calyon acting through its New York branch

  Address:

  Calyon Building

  1301 Avenue of the Americas

  New York, NY 10019

  Attention: Angel Naranjo, Transportation Group

  Telephone: 212-261-7876

  Fax: 212-261-7368

  



 


or, as to each of the foregoing, at such other address as shall be
designated by such Person in a written notice to the others.  All such notices and communications shall be
effective (i) if given by telecopier, when transmitted to the telecopier
number specified above, (ii) if given by mail, when deposited in the mails
addressed as specified above, and (iii) if given by other means, when
delivered at the address specified above, except that written notices to the
Liquidity Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity Provider.  A copy of all notices delivered hereunder to
either party shall in addition be delivered to each of the parties to the
Participation Agreements at their respective addresses set forth therein.


 


Section 7.03.                             No
Waiver; Remedies.  No failure on the
part of the Liquidity Provider to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right under this Agreement preclude any other
or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


Section 7.04.                             Further
Assurances.  The Borrower agrees to
do such further acts and things and to execute and deliver to the Liquidity
Provider such additional assignments, agreements, powers and instruments as the
Liquidity Provider may reasonably require or deem


 


22

















 


advisable to carry into effect the purposes of this Agreement and the
other Operative Agreements or to better assure and confirm unto the Liquidity
Provider its rights, powers and remedies hereunder and under the other
Operative Agreements.


 


Section 7.05.                             Indemnification;
Survival of Certain Provisions.  The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Section 7(c) of the Participation
Agreements.  In addition, the Borrower
agrees to indemnify, protect, defend and hold harmless the Liquidity Provider
from, against and in respect of, and shall pay on demand, all Expenses of any
kind or nature whatsoever (other than any Expenses of the nature described in
Sections 3.01, 3.02 or 7.07 hereof or in the Fee Letter applicable to this
Agreement (regardless of whether indemnified against pursuant to said Sections
or in such Fee Letter)), that may be imposed, incurred by or asserted against
any Liquidity Indemnitee, in any way relating to, resulting from, or arising
out of or in connection with any action, suit or proceeding by any third party
against such Liquidity Indemnitee and relating to this Agreement, the Fee
Letter applicable to this Agreement, the Intercreditor Agreement or any
Financing Agreement; provided, however, that the Borrower shall
not be required to indemnify, protect, defend and hold harmless any Liquidity
Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent
such Expense is (i) attributable to the gross negligence or willful
misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary
and usual operating overhead expense, or (iii) attributable to the failure
by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or
observe any agreement, covenant or condition on its part to be performed or
observed in this Agreement, the Fee Letter applicable to this Agreement, the
Intercreditor Agreement or any other Operative Agreement to which it is a
party.  The indemnities contained in Section 7(c) of
the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03,
3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.


 


Section 7.06.                             Liability
of the Liquidity Provider.  (a) 
Neither the Liquidity Provider nor any of its officers, employees, directors or
Affiliates shall be liable or responsible for: (i) the use which may be
made of the Advances or any acts or omissions of the Borrower or any
beneficiary or transferee in connection therewith; (ii) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; or (iii) the making of Advances by the Liquidity
Provider against delivery of a Notice of Borrowing and other documents which do
not comply with the terms hereof; provided, however, that the
Borrower shall have a claim against the Liquidity Provider, and the Liquidity
Provider shall be liable to the Borrower, to the extent of any damages suffered
by the Borrower which were the result of (A) the Liquidity Provider’s
willful misconduct or negligence in determining whether documents presented
hereunder comply with the terms hereof, or (B) any breach by the Liquidity
Provider of any of the terms of this Agreement, including, but not limited to,
the Liquidity Provider’s failure to make lawful payment hereunder after the
delivery to it by the Borrower of a Notice of Borrowing strictly complying with
the terms and conditions hereof.  In no
event, however, shall the Liquidity Provider be liable on any theory of
liability for any special, indirect, consequential or punitive damages
(including, without limitation, any loss of profits, business or anticipated
savings).


 


(b)                                 Neither the Liquidity
Provider nor any of its officers, employees, directors or affiliates shall be
liable or responsible in any respect for (i) any error, omission,
interruption or


 


23

















 


delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with this Agreement or any Notice of
Borrowing delivered hereunder, or (ii) any action, inaction or omission
which may be taken by it in good faith, absent willful misconduct or negligence
(in which event the extent of the Liquidity Provider’s potential liability to
the Borrower shall be limited as set forth in the immediately preceding
paragraph), in connection with this Agreement or any Notice of Borrowing.


 


Section 7.07.                             Costs,
Expenses and Taxes.  The Borrower
agrees to pay, or cause to be paid (A) on the Effective Date and on such
later date or dates on which the Liquidity Provider shall make demand, all
reasonable out-of-pocket costs and expenses (including, without limitation, the
reasonable fees and expenses of outside counsel for the Liquidity Provider) of
the Liquidity Provider in connection with the preparation, negotiation,
execution, delivery, filing and recording of this Agreement, any other
Operative Agreement and any other documents which may be delivered in
connection with this Agreement and (B) on demand, all reasonable costs and
expenses (including reasonable counsel fees and expenses) of the Liquidity
Provider in connection with (i) the enforcement of this Agreement or any
other Operative Agreement, (ii) the modification or amendment of, or
supplement to, this Agreement or any other Operative Agreement or such other
documents which may be delivered in connection herewith or therewith (whether
or not the same shall become effective) or any waiver or consent thereunder
(whether or not the same shall become effective) or (iii) any action or
proceeding relating to any order, injunction, or other process or decree
restraining or seeking to restrain the Liquidity Provider from paying any
amount under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Class B
Cash Collateral Account.  In addition,
the Borrower shall pay any and all recording, stamp and other similar taxes and
fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of this Agreement, any other Operative Agreement
and such other documents, and agrees to save the Liquidity Provider harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes or fees.


 


Section 7.08.                             Binding
Effect; Participations.  (a)  This
Agreement shall be binding upon and inure to the benefit of the Borrower and
the Liquidity Provider and their respective successors and assigns, except that
neither the Liquidity Provider (except as otherwise provided in this Section 7.08)
nor (except as contemplated by Section 3.08) the Borrower shall have the
right to assign its rights or obligations hereunder or any interest herein
without the prior written consent of the other party, subject to the
requirements of Section 7.08(b). 
The Liquidity Provider may grant participations herein or in any of its
rights hereunder (including, without limitation, funded participations and
participations in rights to receive interest payments hereunder) and under the
other Operative Agreements to such Persons as the Liquidity Provider may in its
sole discretion select (but excluding Northwest and any of its Affiliates),
subject to the requirements of Section 7.08(b).  No such granting of participations by the
Liquidity Provider, however, will relieve the Liquidity Provider of its
obligations hereunder.  In connection
with any participation or any proposed participation, the Liquidity Provider
may disclose to the participant or the proposed participant any information
that the Borrower is required to deliver or to disclose to the Liquidity
Provider pursuant to this Agreement.  The
Borrower acknowledges and agrees that the Liquidity Provider’s source of funds
may derive in part from its participants. Accordingly, references in this
Agreement and the other Operative Agreements to determinations, reserve and
capital adequacy requirements, increased costs, reduced receipts, additional
amounts due pursuant to Section 3.03 and the like as they pertain to the
Liquidity Provider shall be deemed also to include those of each of its
participants (subject, in each case, to the maximum amount that would have been
incurred by or attributable to the Liquidity Provider directly if the Liquidity
Provider, rather than the participant, had held the interest participated).


 


24

















 


(b)                                 If, pursuant to subsection (a) above,
the Liquidity Provider sells any participation in this Agreement to any bank or
other entity (each, a “Transferee”) the Transferee shall not be entitled
to receive any greater payment under Section 3.03 than the Liquidity
Provider would have been entitled to receive with respect to the participation
sold to such Transferee.  A Transferee
shall not be entitled to the benefits of Section 3.03 unless the Borrower
is notified of the participation sold to such Transferee and such Transferee
agrees, for the benefit of the Borrower, to comply with certification
requirements of Section 3.03 as though it were the Liquidity
Provider.  Unless the Borrower has
received forms or other documents reasonably satisfactory to it (and required
by applicable law) indicating that payments hereunder are not subject to United
States federal withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.


 


(c)                                  Notwithstanding the
other provisions of this Section 7.08, the Liquidity Provider may assign
and pledge all or any portion of the Advances owing to it to any Federal
Reserve Bank or the United States Treasury as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
Operating Circular issued by such Federal Reserve Bank, provided that any
payment in respect of such assigned Advances made by the Borrower to the
Liquidity Provider in accordance with the terms of this Agreement shall satisfy
the Borrower’s obligations hereunder in respect of such assigned Advance to the
extent of such payment.  No such
assignment shall release the Liquidity Provider from its obligations hereunder.


 


Section 7.09.                             Severability.  Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.


 


Section 7.10.                             GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


Section 7.11.                             Submission
to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.  (a)  Each of the parties hereto
hereby irrevocably and unconditionally:


 


(i)                                     submits for itself
and its property in any legal action or proceeding relating to this Agreement
or any other Operative Agreement, or for recognition and enforcement of any
judgment in respect hereof or thereof, to the nonexclusive general jurisdiction
of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and the appellate courts from
any thereof;


 


25

















 


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


 


(iii)                               agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form and
mail), postage prepaid, to each party hereto at its address set forth in Section 7.02
hereof, or at such other address of which the Liquidity Provider shall have
been notified pursuant thereto; and


 


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


 


(b)                                 THE BORROWER AND THE
LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without
limitation, contract claims, tort claims, breach of duty claims and all other
common law and statutory claims.  The
Borrower and the Liquidity Provider each warrant and represent that it has
reviewed this waiver with its legal counsel, and that it knowingly and voluntarily
waives its jury trial rights following consultation with such legal
counsel.  THIS WAIVER IS IRREVOCABLE, AND
CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.


 


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


 


Section 7.12.                             Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.


 


Section 7.13.                             Entirety.  This Agreement, the Intercreditor Agreement
and the other Operative Agreements to which the Liquidity Provider is a party
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings and agreements of
such parties.


 


26

















 


Section 7.14.                             Headings.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.


 


Section 7.15.                             LIQUIDITY
PROVIDER’S OBLIGATION TO MAKE ADVANCES. 
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE
LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER’S RIGHTS TO
DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL
BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


 


Section 7.16.                             Patriot
Act.  The Liquidity Provider hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), the Liquidity Provider is required to obtain, verify and record,
and the Borrower shall provide to the Liquidity Provider upon request,
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow the Liquidity
Provider to identify the Borrower in accordance with the Act.


 


Section 7.17.                             Head
Office Obligations.  The Liquidity
Provider hereby acknowledges that, notwithstanding the place of booking or its
jurisdiction of incorporation or organization, its obligations under this
Agreement are the same in terms of recourse against it as if it had entered
into this Agreement through its head office in Paris, France (the “Head
Office”).  Accordingly, any
beneficiary of this Agreement will be able to proceed directly against the Head
Office of the Liquidity Provider, if the Liquidity Provider, acting through its
New York branch, defaults in its obligation to such beneficiary under this
Agreement.


 


 


[Signature Page Follows]


 


27
















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date
first set forth above.


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as

  Subordination Agent, as agent and trustee for the

  Class B Trustee, as Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John G. Correia

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G.
  Correia

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CALYON, acting through its New York branch,

  
	
   

  	
   

  	
  as Liquidity
  Provider

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Yevgeniya Levitin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Yevgeniya
  Levitin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Angel Naranjo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Angel
  Naranjo

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


Signature Page to the
Revolving Credit Agreement 2007-1B


 

















 


Annex I to

Revolving Credit Agreement


 


INTEREST
ADVANCE NOTICE OF BORROWING


 


The
undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to CALYON, acting through its New York branch (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2007-1B)
dated as of October 10, 2007, between the Borrower and the Liquidity
Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:


 


(1)                                  The Borrower is the
Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The Borrower is
delivering this Notice of Borrowing for the making of an Interest Advance by
the Liquidity Provider to be used, subject to clause (3)(v) below, for the
payment of the interest on the Class B Certificates which was payable on                     ,
      (the “Distribution Date”) in accordance
with the terms and provisions of the Class B Trust Agreement and the Class B
Certificates, which Advance is requested to be made on                    ,
       The Interest Advance should be transferred
to [name of bank/wire instructions/ABA number] in favor of account number [      ],
reference [      ].


 


(3)                                  The amount of the
Interest Advance requested hereby (i) is $                   .     ,
to be applied in respect of the payment of the interest which was due and
payable on the Class B Certificates on the Distribution Date, (ii) does
not include any amount with respect to the payment of principal of, or premium
on, the Class A Certificates or the Class B Certificates, or interest
on the Class A Certificates, or additional certificates, if any (iii) was
computed in accordance with the provisions of the Certificates, the Class B
Trust Agreement and the Intercreditor Agreement (a copy of which computation is
attached hereto as Schedule I), (iv) does not exceed the Maximum
Available Commitment on the date hereof, (v) does not include any amount
of interest which was due and payable on the Class B Certificates on such
Distribution Date but which remains unpaid due to the failure of the Depositary
to pay any amount of accrued interest on the Deposits on such Distribution Date
and (vi) has not been and is not the subject of a prior or contemporaneous
Notice of Borrowing.


 


(4)                                  Upon receipt by or on
behalf of the Borrower of the amount requested hereby, (a) the Borrower
will apply the same in accordance with the terms of Section 3.5(b) of
the Intercreditor Agreement, (b) no portion of such amount shall be
applied by the Borrower for any other purpose and (c) no portion of such
amount until so applied shall be commingled with other funds held by the
Borrower.


 


I-1

















 


The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, the making of
the Interest Advance as requested by this Notice of Borrowing shall
automatically reduce, subject to reinstatement in accordance with the terms of
the Liquidity Agreement, the Maximum Available Commitment by an amount equal to
the amount of the Interest Advance requested to be made hereby as set forth in
clause (i) of paragraph (3) of this Notice of Borrowing and such
reduction shall automatically result in corresponding reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.


 


IN WITNESS
WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of
the        day of              ,      .


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
  Subordination
  Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  



 


I-2

















 


SCHEDULE I
TO INTEREST ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of Computations in accordance with Interest Advance Notice of Borrowing]


 


I-3

















 


Annex II to

Revolving Credit Agreement


 


NON-EXTENSION
ADVANCE NOTICE OF BORROWING


 


The
undersigned, a duly authorized signatory of the undersigned subordination agent
(the “Borrower”), hereby certifies to CALYON, acting through its New
York branch (the “Liquidity Provider”), with reference to the Revolving
Credit Agreement (2007-1B) dated as of October 10, 2007, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:


 


(5)                                  The Borrower is the
Subordination Agent under the Intercreditor Agreement.


 


(6)                                  The Borrower is
delivering this Notice of Borrowing for the making of the Non-Extension Advance
by the Liquidity Provider to be used for the funding of the Class B Cash
Collateral Account in accordance with Section 3.5(d) of the
Intercreditor Agreement, which Advance is requested to be made on                  ,       .
The Non-Extension Advance should be transferred to [name of bank/wire
instructions/ABA number] in favor of account number [     ],
reference [     ].


 


(7)                                  The amount of the
Non-Extension Advance requested hereby (i) is $                    .    ,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class B Cash Collateral Account
in accordance with Section 3.5(d) of the Intercreditor Agreement, (ii) does
not include any amount with respect to the payment of the principal of, or
premium on, the Class B Certificates, or principal of, or interest or
premium on, the Class A Certificates, or additional certificates, if any (iii) was
computed in accordance with the provisions of the Class B Certificates,
the Class B Trust Agreement and the Intercreditor Agreement (a copy of
which computation is attached hereto as Schedule I), and (iv) has not
been and is not the subject of a prior or contemporaneous Notice of Borrowing
under the Liquidity Agreement.


 


(8)                                  Upon receipt by or on
behalf of the Borrower of the amount requested hereby, (a) the Borrower
will deposit such amount in the Class B Cash Collateral Account and apply
the same in accordance with the terms of Section 3.5(d) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by
the Borrower for any other purpose and (c) no portion of such amount until
so applied shall be commingled with other funds held by the Borrower.


 


The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Non-Extension Advance as requested by this Notice of Borrowing
shall automatically and irrevocably terminate the obligation of the Liquidity
Provider to 


 


II-1

















 


make further Advances under the Liquidity Agreement; and (B) following
the making by the Liquidity Provider of the Non-Extension Advance requested by
this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.


 


IN WITNESS
WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of
the       day of                    ,        .


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
  Subordination
  Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


II-2

















 


SCHEDULE I
TO NON-EXTENSION ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of computations in accordance with Non-Extension Advance Notice of Borrowing]


 


II-3

















 


Annex III to

Revolving Credit Agreement


 


DOWNGRADE
ADVANCE NOTICE OF BORROWING


 


The
undersigned, a duly authorized signatory of the undersigned subordination agent
(the “Borrower”), hereby certifies to CALYON, acting through its New
York branch (the “Liquidity Provider”), with reference to the Revolving
Credit Agreement (2007-1B) dated as of October 10, 2007, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:


 


(1)                                  The Borrower is the
Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The Borrower is
delivering this Notice of Borrowing for the making of the Downgrade Advance by
the Liquidity Provider to be used for the funding of the Class B Cash
Collateral Account in accordance with Section 3.5(c) of the
Intercreditor Agreement by reason of the downgrading of the short-term
unsecured debt rating of the Liquidity Provider issued by either Rating Agency
below the Threshold Rating, which Advance is requested to be made on                  ,
        . The Downgrade Advance should
be transferred to [name of bank/wire instructions/ABA number] in favor of
account number [      ], reference [      ].


 


(3)                                  The amount of the
Downgrade Advance requested hereby (i) is $                    .    ,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class B Cash Collateral Account
in accordance with Section 3.5(c) of the Intercreditor Agreement, (ii) does
not include any amount with respect to the payment of the principal of, or
premium on, the Class B Certificates, or principal of, or interest or
premium on, the Class A Certificates or additional certificates (iii) was
computed in accordance with the provisions of the Class B Certificates,
the Class B Trust Agreement and the Intercreditor Agreement (a copy of
which computation is attached hereto as Schedule I), and (iv) has not
been and is not the subject of a prior or contemporaneous Notice of Borrowing
under the Liquidity Agreement.


 


(4)                                  Upon receipt by or on
behalf of the Borrower of the amount requested hereby, (a) the Borrower
will deposit such amount in the Class B Cash Collateral Account and apply
the same in accordance with the terms of Section 3.5(c) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by
the Borrower for any other purpose and (c) no portion of such amount until
so applied shall be commingled with other funds held by the Borrower.


 


The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Downgrade Advance as requested by this Notice of Borrowing shall 


 


III-1

















 


automatically
and irrevocably terminate the obligation of the Liquidity Provider to make
further Advances under the Liquidity Agreement; and (B) following the
making by the Liquidity Provider of the Downgrade Advance requested by this
Notice of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Liquidity Agreement.


 


IN WITNESS
WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of
the         day of                    ,       .


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
  Subordination
  Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  



 


III-2

















 


SCHEDULE I
TO DOWNGRADE ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of computations in accordance with Downgrade Advance Notice of Borrowing]


 


III-3

















 


Annex IV to

Revolving Credit Agreement


 


FINAL ADVANCE
NOTICE OF BORROWING


 


The
undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to CALYON, acting through its New York branch (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2007-1B)
dated as of October 10, 2007, between the Borrower and the Liquidity
Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:


 


(1)                                  The Borrower is the
Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The Borrower is
delivering this Notice of Borrowing for the making of the Final Advance by the
Liquidity Provider to be used for the funding of the Class B Cash
Collateral Account in accordance with Section 3.5(i) of the
Intercreditor Agreement by reason of the receipt by the Borrower of a
Termination Notice from the Liquidity Provider with respect to the Liquidity
Agreement, which Advance is requested to be made on                     ,
      . The Final Advance should be transferred
to [name of bank/wire instructions/ABA number] in favor of account number [     ],
reference [      ].


 


(3)                                  The amount of the
Final Advance requested hereby (i) is $                         .    ,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class B Cash Collateral Account
in accordance with Section 3.5(i) of the Intercreditor Agreement, (ii) does
not include any amount with respect to the payment of principal of, or premium
on, the Class B Certificates, or principal of, or interest or premium on,
the Class A Certificates or additional certificates, if any, (iii) was
computed in accordance with the provisions of the Class B Certificates,
the Class B Trust Agreement and the Intercreditor Agreement (a copy of
which computation is attached hereto as Schedule I), and (iv) has not
been and is not the subject of a prior or contemporaneous Notice of Borrowing.


 


(4)                                  Upon receipt by or on
behalf of the Borrower of the amount requested hereby, (a) the Borrower
will deposit such amount in the Class B Cash Collateral Account and apply
the same in accordance with the terms of Section 3.5(i) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by
the Borrower for any other purpose and (c) no portion of such amount until
so applied shall be commingled with other funds held by the Borrower.


 


IV-1

















 


(5)                                  The Borrower hereby
requests that the Advance requested hereby be a Base Rate Advance [and that
such Base Rate Advance be converted into a LIBOR Advance on the third Business
Day following your receipt of this notice](1).


 


The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Final Advance as requested by this Notice of Borrowing shall
automatically and irrevocably terminate the obligation of the Liquidity
Provider to make further Advances under the Liquidity Agreement; and (B) following
the making by the Liquidity Provider of the Final Advance requested by this
Notice of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Liquidity Agreement.


 


IN WITNESS
WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of
the       day of                   ,
       .


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
  Subordination
  Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






(1)                                  Bracketed
language may be included at Borrower’s option.


 


IV-2

















 


SCHEDULE I
TO FINAL ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of Computations in accordance with Final Advance Notice of Borrowing]


 


IV-3

















Annex V to

Revolving Credit Agreement


 


NOTICE OF
TERMINATION


 


[Date]


 


U.S. Bank
National Association,
   as Subordination Agent, as Borrower

1 Federal Street, 3rd Floor

Boston, MA  02110


 


Attention:  Corporate Trust Administration


 


Revolving
Credit Agreement (2007-1B) dated as of October 10, 2007, between State
Street Bank and Trust Company, as Subordination Agent, as Borrower, and CALYON,
acting through its New York branch (the “Liquidity Agreement”)


 


Ladies and
Gentlemen:


 


You are hereby
notified that pursuant to Section 6.01 of the Liquidity Agreement, by
reason of the occurrence of a Liquidity Event of Default and the existence of a
Performing Note Deficiency (each as defined therein), we are giving this notice
to you in order to cause (i) our obligations to make Advances (as defined
therein) under such Liquidity Agreement to terminate on the fifth Business Day
after the date on which you receive this notice and (ii) you to request a
Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of
the Intercreditor Agreement (as defined in the Liquidity Agreement) as a
consequence of your receipt of this notice.


 


V-1

















 


THIS NOTICE IS
THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR
OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON
THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON, acting through its New York branch,

  
	
   

  	
  as Liquidity
  Provider

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  U.S. Bank Trust

  	
   

  	
   

  
	
   

  	
  National Association,

  	
   

  	
   

  
	
   

  	
    as Class B Trustee

  	
   

  	
   

  
					



 


V-2

















 


Annex VI to

Revolving Credit Agreement


 


NOTICE OF
REPLACEMENT SUBORDINATION AGENT


 


[Date]


 


Attention:


 


Revolving
Credit Agreement (2007-1B) dated as of October 10, 2007, between U.S. Bank
National Association, as Subordination Agent, as Borrower, and CALYON, acting
through its New York branch (the “Liquidity Agreement”)


 


Ladies and
Gentlemen:


 


For value
received, the undersigned beneficiary hereby irrevocably transfers to:


 


	
   

  	
   

  	
   

  
	
   

  	
  [Name of
  Transferee]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Address of
  Transferee]

  	
   

  



 


all rights and
obligations of the undersigned as Borrower under the Liquidity Agreement
referred to above. The transferee has succeeded the undersigned as Subordination
Agent under the Intercreditor Agreement referred to in the first paragraph of
the Liquidity Agreement, pursuant to the terms of Section 8.1 of the
Intercreditor Agreement.


 


By this
transfer, all rights of the undersigned as Borrower under the Liquidity
Agreement are transferred to the transferee and the transferee shall hereafter
have the sole rights and obligations as Borrower thereunder. The undersigned
shall pay any costs and expenses of such transfer, including, but not limited
to, transfer taxes or governmental charges.


 


VI-1

















 


We ask that
this transfer be effective as of                              ,       .


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  Subordination Agent, as Agent and Trustee for 

  Northwest Air Lines Pass Through Trust 2007-1B, 

  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


VI-2

















 


Annex VII to

Revolving Credit Agreement


 


SPECIAL
TERMINATION ADVANCE NOTICE OF BORROWING


 


The
undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to
CALYON, acting through its New York branch (the “Liquidity Provider”), with reference to the Revolving Credit
Agreement, dated as of October 10, 2007, between the Borrower and the
Liquidity Provider (the “Liquidity
Agreement”); the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:


 


(1)                                  The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)                                  The
Borrower is delivering this Notice of Borrowing for the making of the Special
Termination Advance by the Liquidity Provider to be used for the funding of the
Class B Cash Collateral Account in accordance with Section 3.5(k) of
the Intercreditor Agreement by reason of the receipt by the Borrower of a
Special Termination Notice from the Liquidity Provider with respect to the
Liquidity Agreement, which Advance is requested to be made on                            .


 


(3)                                  The
amount of the Special Termination Advance requested hereby (i) is $                        ,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class B Cash Collateral Account
in accordance with Section 3.5(k) of the Intercreditor Agreement, (ii) does
not include any amount with respect to the payment of principal of, or premium
on, the Class A Certificates, the Class B Certificates, or interest
on the Class B Certificates, (iii) was computed in accordance with
the provisions of the Class B Certificates, the Class B Trust
Agreement and the Intercreditor Agreement (a copy of which computation is
attached hereto as Schedule I), and (iv) has not been and is not the
subject of a prior or contemporaneous Notice of Borrowing.


 


(4)                                  Upon
receipt by or on behalf of the Borrower of the amount requested hereby, (a) the
Borrower shall deposit such amount in the Class B Cash Collateral Account
and apply the same in accordance with the terms of Section 3.5(k) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by
the Borrower for any other purpose and (c) no portion of such amount until
so applied shall be commingled with other funds held by the Borrower.


 


The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Special Termination Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following
the making by the Liquidity Provider of the Special Termination Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.


 


VII-1

















 


IN WITNESS WHEREOF, the Borrower has executed and
delivered this Notice of Borrowing as of the       
day of                       ,
         .


 


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its
  individual capacity but solely as

  Subordination Agent, as Agent and Trustee for 

  Northwest Airlines Pass Through Trust 2007-1B, as

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


VII-2

















 


SCHEDULE I
TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of Computations in accordance with 

Special Termination Advance Notice of Borrowing]


 


VII-3

















 


Annex VIII to

Revolving Credit Agreement


 


NOTICE OF
SPECIAL TERMINATION


 


[Date]


 


U.S. Bank
National Association

1 Federal Street, 3rd Floor

Boston, MA  02210


 


Attention: 
Corporate Trust Administration


 


Re:                               Revolving
Credit Agreement, dated as of October 10, 2007 between U.S. Bank National
Association, as Subordination Agent, as agent and trustee for the Northwest
Airlines 2007-1B Pass Through Trust, as Borrower, and CALYON, acting through
its New York branch (the “Liquidity
Agreement”)


 


Ladies and
Gentlemen:


 


You are hereby
notified that pursuant to Section 6.01(b) of the Liquidity Agreement,
by reason of the aggregate Pool Balance of the Class B Certificates
exceeding the aggregate outstanding principal amount of the Series B
Equipment Notes (other than any Series B Equipment Notes previously sold or
with respect to which the Aircraft related to such Series B Equipment
Notes has been disposed of) during the 18-month period prior to [                       ,         ],
we are giving this notice to you in order to cause (i) our obligations to
make Advances (as defined therein) under such Liquidity Agreement to terminate
on the fifth Business Day after the date on which you receive this notice and (ii) you
to request a Special Termination Advance under the Liquidity Agreement pursuant
to Section 3.5(k) of the Intercreditor Agreement (as defined in the
Liquidity Agreement) as a consequence of your receipt of this notice.


 


VIII-1

















 


THIS NOTICE IS
THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT.
OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT SHALL TERMINATE
ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CALYON, acting through its New York branch,

  
	
   

  	
   

  	
  as Liquidity
  Provider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  cc:        U.S.
  Bank Trust National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  not in its individual capacity but solely as

  
	
   

  	
   

  	
  Subordination Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


VIII-2