Aircraft eligible under

this Letter Agreement:

A330 aircraft scheduled to be delivered in January 2006

A330 aircraft scheduled to be delivered in September 2006

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2006

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2006

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

Financed Amount:

The Financed Amount for an Aircraft shall be CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent of the Aircraft Net Fly Away Price (as defined below) of such Aircraft.

Aircraft Net Fly Away Price:

Final Contract Price of the relevant Aircraft, net of all airframe and engine credit memoranda available at delivery to reduce the Final Contract Price regardless of the application of such credit memoranda by the Buyer. The Aircraft Net Fly Away Price for an Aircraft shall include the cost, subject to the limits set out below, of buyer furnished equipment and AVSA-supplied buyer furnished

equipment under Clause 18 of the A330 Purchase Agreement, (together the “Equipment”) for such Aircraft. The cost of Equipment included within the Aircraft Net Fly Away Price shall not exceed CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) of the Aircraft Net Fly Away Price excluding the cost of the Equipment for such Aircraft. For A330 Financings funded after the Consummation Date, the Net Fly Away Price shall not include amounts added to the Final Contract Price pursuant to Paragraph 1.4(i) of Letter Agreement 8 to the A330 Purchase Agreement.

Term:

Each A330 Financing shall mature on the earlier of (x) the date that is CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT years from the date of funding and (y) the date that is CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT years from the date of substantial consummation (as defined in 11 U.S.C. §1101), which, for purposes of this Letter Agreement, shall be no later than the effective date of a plan of reorganization of the Buyer that is confirmed by the Court (the “Consummation Date”)

Repayment Profile:

Each A330 Financing shall amortize from the Financed Amount using a fixed principal annuity repayment profile based on a notional interest rate of CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% per annum down to a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) balance repayment of the Aircraft Net Fly Away Price (the “Balloon”) at year CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

Except as set forth in the next succeeding sentence, each A330 Financing shall be fully repaid in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) quarterly principal repayments, in arrears, with a final payment equal to the Balloon. If the actual maturity date of any A330 Financing falls later than the last day of the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT year from the date of funding thereof, then, for the period following such last day of the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT year, through actual maturity, the principal amount shall be amortized at the rate of CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) per annum, payable in arrears, until such maturity date, pro rated for periods of less than one year.

Installments of interest shall be calculated at the beginning of each month of the Term on the principal amount then outstanding using the applicable Interest Rate as defined below and shall be payable monthly in arrears on the twenty-fourth day of each month during the Term and on the maturity date (pro rated for periods of less than one month).

Interest Rate:

The Interest Rate for each A330 Financing will be based on a floating rate equal to one (1) month US$LIBOR as determined and notified by the Lender to the Buyer as provided above (“1M LIBOR”) plus:

(a)

prior to the Consummation Date, CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum; and

(b)

from and after the Consummation Date, the highest of

(A)(1)

in the case of the first five Aircraft financed under this Letter Agreement, the Buyer’s market margin over 1M LIBOR for similar types of financings; and (2) in the case of the last five Aircraft financed under this Letter Agreement, the Buyer’s market margin over 1M LIBOR for similar types of financings plus CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum, and

in each case, subject to a cap of (x) in the case of a market margin determined pursuant to clause (b)(A)(1), CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum and (y) in the case of a market margin determined under clause (b)(A)(2), CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum. Each such cap will be decreased by (a) CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum for all periods commencing on or after the interest payment date immediately following the date, if any, on which the Buyer meets each of the conditions set forth in Exhibit 1 and (b) CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum for all periods commencing on or after the Consummation Date if AVSA exercises the deferral rights described in Paragraph 1.2 of Amendment No. 9 to the A330 Purchase Agreement, of even date herewith;

(B)

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) basis points per annum; and

(C)

So long as the initial Lender or any other Lender that is an affiliate of the Seller holds the A330 Financing, such Lender’s cost of funds over 1M LIBOR (as determined below) for a comparable borrowing plus CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) basis points per annum.

Before the Consummation Date (with respect to A330 Financings completed before such date) and prior to the funding of each A330 Financing made after the Consummation Date, the Seller and the Buyer will establish the then prevailing Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds over 1M LIBOR by requesting their respective banks to determine the rate that would be obtainable in the market by the Buyer and by the Lender for a comparable borrowing at the time of such A330 Financing. If the two banks agree on the Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds over 1M LIBOR, then these rates shall be the

Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds over 1M LIBOR for purposes of such A330 Financing.

Should the two banks fail to agree on the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR, the Seller and the Buyer will request a mutually selected third bank to determine the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR and the average of the closest two of the three bank quotations for each of the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR will be the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR for purposes of such A330 Financing.

Prepayment Right:

Each A330 Financing shall be pre-payable in whole or in part at any time by the Buyer without, except as provided in the next succeeding paragraph, premium or penalty other than 1M LIBOR breakage cost, and provided that no event of default has occurred (including, without limitation, any event of default arising by reason of any cross-default provision and without regard to the cross-collateralization provision described below).

In the case of a private placement transaction by the initial Airbus-related lender to a bona fide transferee that is not Airbus, AVSA or any of their Affiliates of one hundred percent (100%) of the then-outstanding principal amount of any A330 Financing, the following prepayment premiums and limitations will apply in relation to up to five A330 Financings selected by the Lender:

•

until the Consummation Date, no prepayment;

•

with respect to any prepayment occurring during the one year period commencing on the Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount;

•

with respect to any prepayment occurring during the one year period commencing on the first anniversary of the Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount; and

•

with respect to any prepayment occurring during the one year period commencing on the second anniversary of the Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount and the Buyer will execute an amendment to the applicable loan documents reflecting the same.

Cross Default and

Cross-collateralization:

Cross default and cross-collateralization shall apply as among the following transactions (the “Airbus Financings”) as and to the extent described below:

•

A330 Financings entered into and to be entered into at any time between the Lender and the Buyer and/or any of their respective subsidiaries or affiliate companies.

•

Financings of A330 aircraft msn 0674 and 0690 and A319 aircraft msn 2618 and 2641 (the “Existing Aircraft Financings”),

•

The loan (the “Term Loan”) made pursuant to the Amended and Restated Loan Agreement dated as of March 29, 1996, and the related security and other agreements, in each case, as amended from time to time (collectively, the “Term Loan Agreement”). In the case of the Term Loan, cross-collateralization will be limited such that collateral supporting the A330 Financings and the Existing Aircraft Financings will support the obligations of the Buyer under the Term Loan Agreement, and an event of default under the Term Loan Agreement will constitute an event of default under each A330 Financing and each Existing Aircraft Financing, but collateral supporting the Term Loan will not support any A330 Financing, any Existing Aircraft Financing or any Sublease, nor will an event of default under any A330 Financing, any Existing Aircraft Financing or any Sublease constitute an event of default under the Term Loan. Cross-collateralization and cross-default as between A330 Financings and the Existing Aircraft Financings, on the one hand, and the Term Loan, on the other, will be discontinued at such

time as the Buyer has (i) delivered the first appraisal required to be delivered by it pursuant to amendments to the Term Loan Agreement of even date herewith and (ii) made any payment that may be necessary to effect compliance by it with Section 6.1 of the Term Loan Agreement, as so amended, and

•

Subleases listed in Exhibit 2 (each, a “Sublease” and, collectively, the “Subleases”). Cross-collateralization with respect to the Subleases will be limited such that collateral supporting the A330 Financings and the Existing Aircraft Financings will support the Buyer’s obligations under the Subleases. An event of default under any Sublease will constitute an event of default under each A330 Financing and each Existing Aircraft Financing, and an event of default under any A330 Financing and each Existing Aircraft Financing will constitute an event of default under each of the Subleases.

Cross default and cross-collateralization also shall apply in the same manner to the “Pooled Airbus Financings” held by a “Pooled Sell-Down Lender” that acquired such Pooled Airbus Financings in a “Pooled Sell-Down,” as each of such terms is defined in the MSN 0718 Agreements (as defined below in “Transaction Documents”), treating references to the “Notes” in such definitions as references to a Pooled Airbus Financing.

Airbus Financial Services
(“AFS”), AFS joint ventures

or their subsidiaries:

The provisions of Section 8.7 of the credit agreement in relation to the Existing Aircraft Financing of A330 aircraft MSN 0633 shall be incorporated into each A330 Financing, provided, however, that for purposes of (i) providing any A330 Financing or (ii) an assignment of any A330 Financing, in the event that Avion Capital Limited, AFS or AFS’ successor (provided such AFS successor is a subsidiary of Airbus SAS), any joint venture where AFS or AFS’ successor (provided such AFS successor is a subsidiary of Airbus SAS) is at least a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%)

participant, or any of their wholly owned subsidiaries is either the provider or the assignee of an A330 Financing, such entity shall not be subject to a net worth test and shall not be required to obtain a third party guarantee of its obligations.

Notice:

The Buyer shall inform the Seller of its intention to use an A330 Financing offered by the Seller as set forth herein as to any Aircraft by providing written notice to the Seller no less than CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) days prior to the scheduled month of delivery of each such Aircraft (the “Preliminary Notice Date”). The Buyer will be required to provide final written irrevocable notice (the “Final Notice Date”) to the Seller no less than CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) days prior to the scheduled month of delivery of such Aircraft.

Notwithstanding the foregoing, in order to facilitate administrative planning, the Lender will be entitled from time to time and in advance of the Preliminary Notice Date to ask the Buyer about its likely intentions with regard to the financing of a relevant Aircraft. The Buyer hereby undertakes to provide a good faith response to any such enquiry, which will not be binding on its ultimate intentions.

Transaction Documents:

Except as expressly otherwise provided in this Letter Agreement, the documentation for each A330 Financing shall be based upon the documentation for the financing of MSN 0718, scheduled to be delivered on January 24, 2006 (the “MSN 0718 Agreements”), reasonably adjusted, in the case of any A330 Financing after March 1, 2006, to reflect the provisions of the Cape Town Convention on International Interests in Mobile Equipment and Protocol Thereto on Matters Specific to Aircraft Equipment.

Cost and Expenses:

The Buyer will pay the Lender’s reasonable and adequately documented external legal expenses in relation to each A330 Financing whether or not consummated. The provisions of this Paragraph shall survive any termination of this Letter Agreement.

Guarantee:

To the extent that the Seller or an affiliate of the Seller other than AFS or AFS’ successor (provided such AFS successor is a subsidiary of Airbus SAS) is a Lender under an A330 Financing and prior to any transfer or assignment of such A330 Financing by such Lender, the obligation of such Lender to disburse the loan thereunder, subject to the terms and conditions specified therein, shall be guaranteed by Airbus SAS on terms substantially similar to those set forth in Exhibit 3 of this Letter Agreement.

(i)

For all A330 Financings, the Buyer’s not being in default at the time of drawdown of debt under (a) any Airbus Financing that is not a Pooled Airbus Financing, (b) the A330 Purchase Agreement or any other agreement for the purchase of aircraft between the Buyer and any of its affiliates and the Seller or any of its affiliates (collectively, the “Airbus Purchase Agreements”), and (c) any agreement between the Buyer or any of its Affiliates, on the one hand, and the Seller, or any of its Affiliates, on the other hand (other than agreements described in sub-clauses (a) and (b) of this clause (i), provided however, that neither (x) a bona fide dispute relating to matters arising under any agreement described in sub-clause (c) of this clause (i) nor (y) the commencement by the Borrower of the Case shall constitute a “default” for purposes of this clause (i);

(ii)

For all A330 Financings, the Buyer not being in material default at the time of drawdown of debt under any direct or indirect financing of any A330 Aircraft by the propulsion systems manufacturer;

(iii)

For A330 Financings to be entered into after the Consummation Date, the Buyer’s having used commercially reasonable efforts to secure third party financing for the relevant Aircraft on equal or better terms before utilizing the Seller’s financing support hereunder, provided that a letter from a

major banker stating that such third party financing is unavailable on equal or better terms to the Buyer shall satisfy the Buyer’s obligation to use commercially reasonable efforts to secure such financing;

(iv)

For all A330 Financings to be entered into after the first A330 Financing, not later than CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) days prior to the funding of each such A330 Financing, the Buyer will provide the Lender with either an update of the Buyer’s business plan or a certificate of the Buyer’s chief financial officer stating that the business plan has not been substantially modified in relation to the Buyer’s operation of A330 aircraft or, during the pendency of the Case, in relation to the Buyer’s expected treatment of any of the transactions contemplated by the NWA Restructuring Term Sheet since the business plan was last delivered to the Lender. The business plan most recently delivered to the Lender as of any date shall cover a period extending to at least CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT;

(v)

For A330 Financings to be entered into until the earlier of (a) the date on which the Court has approved a debtor-in-possession loan or other financing under 11 U.S.C. §364 and (b) the Consummation Date, the Buyer shall have an amount of Unrestricted Cash greater than or equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT U.S. dollars ($CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) where “Unrestricted Cash” means Cash Equivalents and short term investments that may be classified, in accordance with GAAP, as unrestricted on the consolidated balance sheet of the Buyer, and “Cash Equivalents” means cash and items classified as cash equivalents for purposes of GAAP;

(vi)

For all A330 Financings, there shall not be continuing any default under any debtor-in-possession or other financing under 11 U.S.C. §364 prior to the Consummation Date or, following the Consummation Date, the Buyer’s primary loan facility;

(vii)

For A330 Financings entered into on or prior to the Consummation Date, the Seller will be satisfied that (x) all of the provisions of the NWA Restructuring Term Sheet, as evidenced by the Airbus Documentation (as defined in the MSN 0718 Agreements), have been incorporated into the

Buyer’s plan of reorganization, if any has been proposed at the time of such funding, and (y) such plan of reorganization, if any, does not contain any provision inconsistent with the terms thereof;

(viii)

For A330 Financings entered into on or prior to the Consummation Date, the Buyer’s exclusive right to propose a plan of reorganization shall not have been terminated;

(ix)

For A330 Financings entered into on or prior to the Consummation Date, the Court shall not have granted relief to any party that is inconsistent with the provisions of the NWA Restructuring Term Sheet or any Airbus Documentation (as defined above);

(x)

For A330 Financings entered into on or prior to the Consummation Date, the Case shall not have been converted to a liquidation proceeding under Chapter 7 or Chapter 11 of the United States Bankruptcy Code;

(xi)

For A330 Financings entered into on or prior to the Consummation Date, no trustee shall have been appointed in respect of the Buyer or any of its Affiliates in the Case; and

(xii)

For A330 Financings entered into on or prior to the Consummation Date, no lien shall have been granted in favor of any debtor-in-possession lender or other lender (other than the Seller or an affiliate of the Seller), including any lender or representative of any lender claiming priority status under 11 U.S.C. §364, on any collateral securing any Airbus Financing other than a Pooled Airbus Financing (as defined in the MSN 0718 Agreements).

Very truly yours,

AVSA S.A.R.L.

By:

      /s/ Marie-Pierre Merle Beral

Marie-Pierre Merle Beral

Chief Executive Officer

Accepted and Agreed:

Northwest Airlines, Inc.

By:

      /s/ Daniel B. Matthews

Daniel B. Matthews

Senior Vice President & Treasurer

AIRBUS S.A.S.

By:

Title:

By:

Title: