ROUTE SECURITY AGREEMENT

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between

NORTHWEST AIRLINES, INC.

and

THE CHASE MANHATTAN BANK,
as Collateral Agent

__________________________________

Dated as of May 12, 1998

__________________________________

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TABLE OF CONTENTS
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Section 1. Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Section 2. Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Section 3. No Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Section 4. Representation, Warranties and Covenants . . . . . . . . . . . . . . . .2

Section 5. Supplements, Further Assurances. . . . . . . . . . . . . . . . . . . . .4

Section 6. Provisions Concerning Pledged Collateral . . . . . . . . . . . . . . . .4

(i) Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
(ii) Financing Statements . . . . . . . . . . . . . . . . . . . . . . . . .4
(iii) Compliance with Laws and Regulations . . . . . . . . . . . . . . . . .5
(iv) Notice of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Section 7. Collateral Agent Appointed Attorney-in-Fact. . . . . . . . . . . . . . .5

Section 8. Collateral Agent May Perform . . . . . . . . . . . . . . . . . . . . . .6

Section 9. The Collateral Agent . . . . . . . . . . . . . . . . . . . . . . . . . .6

Section 10. Events of Default, Remedies . . . . . . . . . . . . . . . . . . . . . .6

A. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
B. Remedies; Obtaining the Collateral Upon Event of Default . . . . . . . .6
C. Remedies; Disposition of the Collateral. . . . . . . . . . . . . . . . .7

Section 11. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .8

Section 12. No Waiver; Discontinuance of Proceeding . . . . . . . . . . . . . . . .9

Section 13. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Section 14. Amendments, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(i)

Section 15. Termination; Release. . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 16. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 17. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 18. Continuing Security Interest; Transfer of Notes . . . . . . . . . . . 13

Section 19. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 20. Consent to Jurisdiction and Service of Process. . . . . . . . . . . . 14

Section 21. Security Interest Absolute. . . . . . . . . . . . . . . . . . . . . . 14

Section 22. Severability of Provisions. . . . . . . . . . . . . . . . . . . . . . 14

Section 23. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 24. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . 15

Section 25. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . 15

Section 26. The Pledgor's Duties. . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 27. Limited Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 15

Schedule I Pledged Routes

(ii)

ROUTE SECURITY AGREEMENT

ROUTE SECURITY AGREEMENT, dated as of May 12, 1998 (as amended,
modified or supplemented from time to time, the "Agreement"), between
NORTHWEST AIRLINES, INC., a Minnesota corporation (the "Pledgor") and THE
CHASE MANHATTAN BANK, as Collateral Agent (the "Collateral Agent"), for the
benefit of the Banks and the Agent under, and any other lender from time to
time party to the Credit Agreement herein referred to (such Banks, the Agent
and the other lenders, if any, are hereinafter called the "Secured
Creditors"). Except as otherwise defined herein, terms used herein and
defined in the Credit Agreement shall be used herein as therein defined.

W I T N E S S E T H :

WHEREAS, subject to and upon the terms and conditions set forth in
the Credit Agreement, the Banks have agreed to make available the Revolving
Loans to the Pledgor provided for therein;

WHEREAS, it is a condition precedent to the above-described
extension of credit that the Pledgor shall have executed and delivered to the
Collateral Agent this Agreement; and

WHEREAS, the Pledgor desires to execute this Agreement to satisfy
the condition described in the preceding paragraph;

NOW, THEREFORE, in consideration of the benefits accruing to the
Pledgor, the receipt and sufficiency of which are hereby acknowledged, the
Pledgor hereby makes the following representations and warranties to the
Collateral Agent and hereby covenants and agrees with the Collateral Agent as
follows:

Section 1. PLEDGE. The Pledgor hereby pledges to the Collateral
Agent and grants to the Collateral Agent for the benefit of the Secured
Creditors a security interest in all of the following (the "Collateral"), to
secure all of the Obligations:

(i) all of the right, title and interest of the Pledgor in, to and
under each and every Pledged Route, and all non-United States "slots" and
take off and landing rights related thereto, now existing or hereafter
arising from time to time; and

(ii) all Proceeds of any and all of the foregoing;

Section 2. OBLIGATIONS. This Agreement secures, and the
Collateral is collateral security for, the Obligations.

Section 3. NO RELEASE. Nothing set forth in this Agreement shall
relieve the Pledgor from the performance of any term, covenant, condition or
agreement on the Pledgor's

part to be performed or observed under or in respect of any of the Collateral
or from any liability to any Person under or in respect of any of the
Collateral or impose any obligation on the Collateral Agent or any Secured
Party to perform or observe any such term, covenant, condition or agreement
on the Pledgor's part to be so performed or observed or impose any liability
on the Collateral Agent or any Secured Creditor for any act or omission on
the part of the Pledgor relating thereto or for any breach of any
representation or warranty on the part of the Pledgor contained in this
Agreement, or in respect of the Collateral or made in connection herewith or
therewith. This Section shall survive the termination of this Agreement and
the discharge of the Pledgor's other obligations hereunder and under the
Credit Documents.

Section 4. REPRESENTATION, WARRANTIES AND COVENANTS. The Pledgor
represents, warrants and covenants as follows:

(i) All filings, registrations and recordings necessary or
reasonably requested by the Collateral Agent to create, preserve, protect
and perfect the security interests granted by the Pledgor to the Collateral
Agent hereby in respect of the Collateral have been accomplished by the
Pledgor. The security interests granted to the Collateral Agent for the
benefit of the Secured Creditors pursuant to this instrument in and to the
Collateral constitute and hereafter will constitute a perfected security
interest therein superior and prior to the rights of all other Persons
therein and subject to no other Liens, except for Permitted Liens and
subject to the Federal Aviation Act and is entitled to all the rights,
priorities and benefits afforded by the Uniform Commercial Code or other
relevant law as enacted in any relevant jurisdiction to perfected security
interests.

(ii) The Pledgor is, and as to Collateral acquired by it from time
to time after the date hereof the Pledgor will be, the owner of all
Collateral free from any Lien except for the Lien and security interest
created by this Agreement, Permitted Liens and subject to the Federal
Aviation Act. The Pledgor will, at or before the time it subjects any
property to the Lien of this Agreement, cause evidence of its title to be
duly recorded, filed, or filed for recording, to the extent permitted or
required under any applicable law, by the Pledgor as owner. Pledgor shall
defend the Collateral against any and all claims and demands of all Persons
at any time claiming any interest therein adverse to the Collateral Agent
or any Secured Creditor.

(iii) There is no financing statement (or similar statement or
instrument of registration under the law of any jurisdiction) on the date
hereof, covering or purporting to cover any interest of any kind in the
Collateral, and so long as the Credit Agreement has not been terminated or
any of the Obligations remain, the Pledgor shall not execute or authorize
to be filed in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction),
or statements relating to the Collateral, except financing statements filed
or to be filed in respect of and covering the security interests granted
hereby by the Pledgor and except as may be otherwise permitted by the
Credit Agreement.

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(iv) The chief executive offices of the Pledgor as of the date of
this Agreement are located at 0000 Xxxx Xxx Xxxxxxx, Xxxxx, XX 00000. The
Pledgor shall not move its chief executive office except to such new
location as the Pledgor may establish in accordance with this Section
4(iv). The Pledgor shall not establish any other location for its chief
executive office until (i) it shall have given to the Collateral Agent not
less than 45 days' prior written notice of its intention so to do, clearly
describing such new location (which shall be within the continental United
States of America), and providing such other information in connection
therewith as the Collateral Agent may reasonably request, and (ii) with
respect to such new location, it shall have taken all action reasonably
satisfactory to the Collateral Agent to maintain the perfection and
priority of the security interest of the Collateral Agent on behalf of the
Secured Creditors in the Collateral intended to be granted hereby.

(v) Set forth on Schedule I is a true, correct and complete list of
the Pledged Routes, including a copy of each certificate or order issued by
the DOT and the applicable Foreign Aviation Authority representing such
Pledged Routes. The Pledgor represents and warrants that it holds the
requisite authority to operate over each of the Pledged Routes pursuant to
the Federal Aviation Act and all rules and regulations promulgated
thereunder, subject only to the regulations of the DOT, the FAA and the
applicable Foreign Aviation Authority, and that it has, at all times after
obtaining each such Pledged Route, complied in all material respects with
all of the terms, conditions and limitations of each such certificate or
order issued by the DOT and the applicable Foreign Aviation Authority and
with all applicable provisions of the Federal Aviation Act and applicable
rules and regulations promulgated thereunder and that there exists no
material violation of such terms, conditions or limitations that gives the
FAA, DOT or the applicable Foreign Aviation Authority the right to
terminate, cancel, withdraw or modify the rights of the Pledgor in any such
Pledged Routes.

(vi) The Pledgor is a Citizen of the United States and a Certified
Air Carrier. All material licenses, permits, authorizations, certificates
of compliance, certificates of public convenience and necessity and other
certificates (including, without limitation, air carrier operating
certificates and operations specifications issued by the FAA pursuant to 14
C.F.R. Part 121) which are required by the DOT or the FAA and which are
adequate for the conduct of the business of the Pledgor are in force and
duly issued to the Pledgor. There are no license fees owed on the
Pledgor's DOT or FAA licenses, certificates or authorizations. The Pledgor
is in compliance with all material requirements of the certificates and
authorizations issued to it by the DOT or the FAA.

(vii) The Pledgor has full corporate power and authority and legal
right to pledge all the Collateral pursuant to this Agreement.

(viii) No consent of any other party (including, without limitation,
stockholders or creditors of the Pledgor), and no consent, authorization,
approval, or other action by, and (except in connection with the perfection
of the Lien created hereby) no notice to or filing with, any Governmental
Authority or other Person is required either (x) for the

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pledge by the Pledgor of the Collateral pursuant to this Agreement or
for the execution, delivery or performance of this Agreement or (y) for
the exercise by the Collateral Agent of the rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement; PROVIDED, HOWEVER, that the transfer of Pledged Routes is
subject to the consent of the DOT and may be subject to the consent of
the applicable Foreign Aviation Authority as set forth in Section 10B
below.

(ix) All information set forth herein relating to the Collateral is
accurate in all material respects as of the date hereof.

(x) This Agreement is made with full recourse to the Pledgor and
pursuant to and upon all the warranties, representations, covenants and
agreements on the part of the Pledgor contained herein, in the other Credit
Documents, and otherwise in writing in connection herewith or therewith.

Section 5. SUPPLEMENTS, FURTHER ASSURANCES. The Pledgor agrees that
at any time and from time to time, at the expense of the Pledgor, the Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be required or that the Collateral Agent
reasonably deems necessary, in order to perfect, preserve and protect any
security interest granted or purported to be granted hereby or to enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder with
respect to any Collateral.

Section 6. PROVISIONS CONCERNING PLEDGED COLLATERAL.

(i) MAINTENANCE. Except as otherwise provided in this Section
6(i), Pledgor will do or cause to be done all things necessary to preserve
and keep in full force and effect its material rights in and to use its
Pledged Routes. Without in any way limiting the foregoing, the Pledgor
shall promptly take all such steps as may be necessary to obtain renewal of
each such Pledged Route authority from the DOT and the applicable Foreign
Aviation Authority, within a commercially reasonable time prior to the
expiration of such authority, and shall take all such other steps as may be
necessary to maintain, renew and obtain any and all takeoff and landing
rights and schedules (collectively "Slots") as are necessary to the
continued and future operation of the Pledgor over the Pledged Routes,
which are now allocated or as may hereafter be allocated by the
governmental agency or authority charged with such allocation at each
airport which serves as a point of origin or destination for each Pledged
Route. The Pledgor shall further take all actions necessary or, in the
reasonable judgment of Collateral Agent, advisable in order to maintain the
Pledgor's material rights in and the Pledgor's right to use the Pledged
Routes. Nothing in this provision shall be interpreted to prevent the
Pledgor from modifying or discontinuing service on any of the Pledged
Routes due to a determination made by the Pledgor that it is commercially
reasonable not to maintain or otherwise perform such service on any of the
Pledged Routes as specified above; PROVIDED, HOWEVER, the Pledgor shall
give the Collateral Agent thirty days prior notice of any discontinuation
or material modification of service on any Pledged Routes.

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(ii) FINANCING STATEMENTS. The Pledgor shall sign and deliver to
the Collateral Agent such financing and continuation statements, in form
and substance acceptable to the Collateral Agent, as may from time to time
be required or necessary to grant, continue and maintain a valid,
enforceable, first priority security interest in the Collateral as provided
herein, and the other rights, as against third parties, provided hereby,
all in accordance with the Uniform Commercial Code as enacted in any and
all relevant jurisdictions or any other relevant law. The Pledgor shall
pay any applicable filing fees and other expenses related to the filing of
such financing and continuation statements. The Pledgor authorizes the
Collateral Agent to file any such financing or continuation statements
without the signature of the Pledgor where permitted by law.

(iii) COMPLIANCE WITH LAWS AND REGULATIONS. The Pledgor shall
promptly comply in all material respects with all laws, ordinances, orders,
rules, regulations, and requirements of all Federal, state, municipal or
other governmental or quasi-governmental authorities or bodies including,
without limitation, Foreign Aviation Authorities, then having jurisdiction
over the Collateral (or any part thereof) and/or the use thereof by the
Pledgor, of every nature and kind (the "Requirements") including any of the
same which relate to or require changes or requirements incident to or as
the result of any use thereof or otherwise, and the Pledgor shall so
comply, whether or not such Requirements shall now exist or shall hereafter
be enacted or promulgated and whether or not the same may be said to be
within the present contemplation of the parties hereto. Notwithstanding
the foregoing, if the Pledgor contests a Requirement, it shall not be
obligated to comply with such Requirement to the extent such non-compliance
or deferral is consistent with law and does not have a materially adverse
effect on the Collateral or the security interest therein.

(iv) NOTICE OF LAWS. The Pledgor agrees to give the Collateral
Agent notice of any violations of any Requirement enacted, passed,
promulgated, made, issued or adopted by any of the governmental departments
or agencies or authorities hereinbefore mentioned affecting the Collateral
or the Pledgor's use thereof, a copy of which is served upon or received by
the Pledgor, or otherwise brought to the attention of the Pledgor, by
mailing within thirty (30) business days after such service, receipt, or
after the same otherwise comes to the attention of the Pledgor, a copy of
each and every one thereof to the Collateral Agent. At the same time, the
Pledgor will inform the Collateral Agent as to the work or steps which the
Pledgor proposes to do or take in order to correct the violation.
Notwithstanding the foregoing, however, if such work or step would require
any alterations which would, in the Collateral Agent's reasonable opinion,
reduce the value of the Collateral or change the general character or use
of the Collateral, the Pledgor may, with the consent of the Collateral
Agent, defer compliance therewith, as long as such deferral is consistent
with applicable law in order that the Pledgor may, with the consent of the
Collateral Agent, at the Pledgor's expense, contest or seek modification of
or other relief with respect to such Requirements, but nothing herein shall
relieve the Pledgor of the duty and obligation, at the Pledgor's expense,
to comply with such Requirements, or such Requirements as modified,
whenever the Collateral Agent shall so direct.

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Section 7. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. The Pledgor
hereby appoints the Collateral Agent the Pledgor's attorney-in-fact, with full
authority in the place and stead of the Pledgor and in the name of the Pledgor
or otherwise, from time to time in the Collateral Agent's discretion to take any
action and to execute any instrument which the Collateral Agent may reasonably
deem necessary or advisable to accomplish the purposes of this Agreement, which
appointment as attorney-in-fact is coupled with an interest.

Section 8. COLLATERAL AGENT MAY PERFORM. If the Pledgor fails to
perform any agreement contained herein after receipt of a written request to do
so from the Collateral Agent, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Collateral
Agent, including, without limitation, the fees and expenses of its counsel,
incurred in connection therewith, shall be payable by the Pledgor and shall be
considered Obligations.

Section 9. The Collateral Agent . It is expressly understood and
agreed by the parties hereto and each Secured Creditor, by accepting the
benefits of this Agreement, acknowledges and agrees that the obligations of the
Collateral Agent as holder of the Collateral and interests therein and with
respect to the disposition thereof, and otherwise under this Agreement, are only
those expressly set forth in this Agreement. The Collateral Agent shall act
hereunder on the terms and conditions set forth in Section 10 of the Credit
Agreement.

Section 10. EVENTS OF DEFAULT, REMEDIES.

A. EVENTS OF DEFAULT. It shall be an Event of Default hereunder if
under the Credit Agreement an "Event of Default" (as such term is defined in
such Agreement) shall occur.

B. REMEDIES; OBTAINING THE COLLATERAL UPON EVENT OF DEFAULT. If any
Event of Default shall have occurred and be continuing, then and in every such
case, the Collateral Agent (acting at the direction and with the consent of the
Required Banks) may, at any time or from time to time during such Event of
Default:

(i) Declare the entire right, title and interest of the Pledgor in
and to each Pledged Route vested, subject to the requirements imposed by
the Federal Aviation Act and the DOT, in which event such rights, title and
interest shall immediately vest in the Collateral Agent, in which case the
Pledgor agrees to execute and deliver such deeds of conveyance, assignments
and other documents or instruments (including any notices or applications
to the DOT, FAA, applicable Foreign Aviation Authorities or any other
governmental or regulatory authority having jurisdiction over any such
Pledged Route or the use thereof) as shall be requested by the Collateral
Agent in order to effectuate the transfer of such Pledged Routes, together
with copies of the certificates or orders issued by the DOT and the Foreign
Aviation Authorities representing same and any other rights of the Pledgor
with respect thereto, to any designee or designees selected by the
Collateral Agent and approved by the DOT, it being understood that, as of
the date hereof, the DOT may approve transfers only to duly certificated
U.S. citizen "air carriers"; it being further understood that the Pledgor's
obligation to deliver such Collateral and such documents and instruments
with respect thereto is of the essence of

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this Agreement and that, accordingly, upon application to a court of
equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by the Pledgor of said
obligations; and

(ii) Sell or otherwise liquidate, or direct the Pledgor to sell or
otherwise liquidate, any or all of the Collateral or any part thereof,
subject to the requirements imposed by the Federal Aviation Act and the DOT
and take possession of the proceeds of any such sale or liquidation.

C. REMEDIES; DISPOSITION OF THE COLLATERAL. (i) The Collateral
Agent may from time to time exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it and to the extent not in violation of applicable law,
including the Federal Aviation Act, and subject to the approval of the DOT or
its successor or nominee, all the rights and remedies of a secured party on
default under the Uniform Commercial Code (the "Code") in effect in all
relevant jurisdictions at the time of an Event of Default, and the Collateral
Agent may also in its sole discretion, without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any exchange, broker's board or at any of the
Collateral Agent's offices or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the
Collateral Agent may deem commercially reasonable. To the extent not
inconsistent with the Federal Aviation Act and the DOT requirements, the
Collateral Agent or any other Secured Creditor may be the purchasers of any
or all of the Collateral at any such sale and shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold at such sale, to use and apply any
of the Obligations owed to such Person as a credit on account of the purchase
price of any Collateral payable by such Person at such sale. Each purchaser
at any such sale shall acquire the property sold absolutely free from any
claim or right on the part of the Pledgor, and the Pledgor hereby waives, to
the fullest extent permitted by law, all rights of redemption, stay or
appraisal which it now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted. The Pledgor agrees
that, to the extent notice of sale shall be required by law, at least ten
days' notice to the Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Collateral
Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
The Pledgor hereby waives, to the full extent permitted by law, any claims
against the Collateral Agent arising by reason of the fact that the price at
which any Collateral may have been sold at such a private sale was less than
the price which might have been obtained at a public sale.

(ii) Except as otherwise provided herein, the Pledgor hereby waives,
to the fullest extent permitted by applicable law, notice or judicial hearing in
connection with the Collateral Agent's taking possession or the Collateral
Agent's disposition of any of the Collateral, including, without limitation, any
and all prior notice and hearing for any prejudgment remedy or remedies and any
such right which the Pledgor would otherwise have

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under law, and the Pledgor hereby further waives to the fullest extent
permitted by applicable law: (a) all damages occasioned by such taking of
possession; (b) all other requirements as to the time, place and terms of
sale or other requirements with respect to the enforcement of the Collateral
Agent's rights hereunder; and (c) all rights of redemption, appraisement,
valuation, stay, extension or moratorium now or hereafter in force under any
applicable law. Any sale of, or the grant of options to purchase, or any
other realization upon, any Collateral shall operate to divest all right,
title, interest, claim and demand, either at law or in equity, of the Pledgor
therein and thereto, and shall be a perpetual bar both at law and in equity
against the Pledgor and against any and all Persons claiming or attempting to
claim the Collateral so sold, optioned or realized upon, or any part thereof,
from, through and under the Pledgor.

Section 11. APPLICATION OF PROCEEDS. (a) Any cash held by the
Collateral Agent as Collateral and all cash proceeds received by the
Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral pursuant to the exercise
by the Collateral Agent of its remedies as a secured creditor as provided in
Section 10 of this Agreement shall be applied from time to time by the
Collateral Agent:

(i) first, to the payment of all Obligations owing the Collateral
Agent of the type provided in clauses (ii) and (iii) of the definition of
Obligations;

(ii) second, to the extent proceeds remain after the application
pursuant to the preceding clause (i), an amount equal to the outstanding
Obligations shall be paid to the Secured Creditors, with each Secured
Creditor receiving an amount equal to its outstanding Obligations or, if
the proceeds are insufficient to pay in full all such Obligations, its Pro
Rata Share of the amount remaining to be distributed; and

(iii) third, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) and (ii) and following the
termination of this Agreement pursuant to Section 15 hereof to the Pledgor
or as required by applicable law.

(b) For purposes of this Agreement (x) "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid amount of such Secured Creditor's Obligations and the
denominator of which is the then outstanding amount of all Obligations.

(c) If any payment to any Secured Creditor of its Pro Rata Share of
any distribution would result in overpayment to such Secured Creditor, such
excess amount shall instead be distributed in respect of the unpaid Obligations
of the other Secured Creditors, with each Secured Creditor whose Obligations
have not been paid in full to receive an amount equal to such excess amount
multiplied by a fraction the numerator of which is the unpaid Obligations of
such Secured Creditor and the denominator of which is the unpaid Obligations of
all Secured Creditors entitled to such distribution.

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(d) It is understood that the Company shall remain liable to the
extent of any deficiency between the amount of the proceeds of the Collateral
and the aggregate amount of the sums referred to in clauses (i) and (ii) of
Section 11(a).

Section 12. NO WAIVER; DISCONTINUANCE OF PROCEEDING. (a) Each
and every right, power and remedy hereby specifically given to the Collateral
Agent or otherwise in this Agreement shall be cumulative and shall be in
addition to every other right, power and remedy specifically given under this
Agreement or the other Credit Documents now or hereafter existing at law, in
equity or by statute and each and every right, power and remedy whether
specifically herein given or otherwise existing may be exercised from time to
time or simultaneously and as often and in such order as may be deemed
expedient by the Collateral Agent. All such rights, powers and remedies
shall be cumulative and the exercise or the beginning of the exercise of one
shall not be deemed a waiver of the right to exercise any other or others.
No delay or omission of the Collateral Agent in the exercise of any such
right, power or remedy and no renewal or extension of any of the Obligations
shall impair any such right, power or remedy or shall be construed to be a
waiver of any default or Event of Default or an acquiescence therein. No
notice to or demand on the Pledgor in any case shall entitle it to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Collateral Agent to any other or further
action in any circumstances without notice or demand. In the event that the
Collateral Agent shall bring any suit to enforce any of its rights hereunder
and shall be entitled to judgment, then in such suit the Collateral Agent may
recover reasonable expenses, including attorneys' fees, and the amounts
thereof shall be included in such judgment.

(b) In the event the Collateral Agent shall have instituted any
proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined
adversely to the Collateral Agent, then and in every such case the Pledgor,
the Collateral Agent and each holder of any of the Obligations shall to the
extent permitted by applicable law be restored to their respective former
positions and rights hereunder with respect to the Collateral, and all
rights, remedies and powers of the Collateral Agent and the Secured Parties
shall continue as if no such proceeding had been instituted.

Section 13. INDEMNIFICATION. (a) The Pledgor agrees to indemnify,
reimburse and hold the Collateral Agent, each Secured Creditor and their
respective successors, permitted assigns, employees, agents and servants
(hereinafter in this Section 13 referred to individually as "Indemnitee," and
collectively as "Indemnitees") harmless from any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all reasonable costs, expenses or disbursements (including
reasonable attorneys' fees and expenses) (for the purposes of this Section 13
the foregoing are collectively called "expenses") of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees in any way
relating to or arising out of this Agreement, any other Credit Document or any
other document executed in connection herewith or therewith or in any other way
connected with the administration of the transactions contemplated hereby or
thereby or the enforcement of any of the terms of, or the preservation of any
rights under any thereof, or in any way relating to or arising out of the
manufacture, ownership, ordering, purchase, delivery, control, acceptance,

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lease, financing, possession, operation, condition, sale, return or other
disposition, or use of the Collateral (including, without limitation, latent
or other defects, whether or not discoverable), the violation of the laws of
any country, state or other governmental body or unit, any tort (including,
without limitation, claims arising or imposed under the doctrine of strict
liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage); provided that no Indemnitee
shall be indemnified pursuant to this Section 13(a) for losses, damages or
liabilities to the extent caused by the gross negligence or willful
misconduct of such Indemnitee. The Pledgor agrees that upon written notice
by any Indemnitee of the assertion of such a liability, obligation, damage,
injury, penalty, claim, demand, action, suit or judgment, the Pledgor shall
assume full responsibility for the defense thereof. Each Indemnitee agrees
to use its best efforts to promptly notify the Pledgor of any such assertion
of which such Indemnitee has knowledge.

(b) Without limiting the application of Section 13(a), the
Pledgor agrees to pay, or reimburse the Collateral Agent for, any and all
reasonable fees, costs and expenses of whatever kind or nature incurred in
connection with the creation, preservation or protection of the Collateral
Agent's Liens on, and security interest in, the Collateral, including,
without limitation, all fees and taxes in connection with the recording or
filing of instruments and documents in public offices, payment or discharge
of any taxes or Liens upon or in respect of the Collateral, premiums for
insurance with respect to the Collateral and all other reasonable fees, costs
and expenses in connection with protecting, maintaining or preserving the
Collateral and the Collateral Agent's interest therein, whether through
judicial proceedings or otherwise, or in defending or prosecuting any
actions, suits or proceedings arising out of or relating to the Collateral.

(c) If and to the extent that the obligations of the Pledgor
under this Section 13 are unenforceable for any reason, the Pledgor hereby
agrees to make the maximum contribution to the payment and satisfaction of
such obligations which is permissible under applicable law.

(d) Any amounts paid by any Indemnitee as to which such
Indemnitee has the right to reimbursement shall constitute Obligations
secured by the Collateral. The indemnity obligations of the Pledgor
contained in this Section 13 shall continue in full force and effect
notwithstanding the full payment of all the Revolving Notes issued under the
Credit Agreement and the payment of all other Obligations and notwithstanding
the discharge thereof.

Section 14. AMENDMENTS, ETC. This Agreement may not be amended,
modified or waived except with the written consent of the Pledgor and the
Collateral Agent (with the consent of the Required Banks or, to the extent
required by Section 11.12 of the Credit Agreement, all of the Banks). Any
amendment, modification or supplement of or to any provision of this
Agreement, any termination or waiver of any provision of this Agreement and
any consent to any departure by the Pledgor from the terms of any provision
of this Agreement shall be effective only in the specific instance and for
the specific purpose for which made or given. No notice to or demand upon
the Pledgor in any instance hereunder shall entitle the Pledgor to any other
or further notice or demand in similar or other circumstances.

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Section 15. TERMINATION; RELEASE. (a) After the Termination
Date, this Agreement shall terminate (provided that all indemnities set forth
herein shall survive) and the Collateral Agent, at the request and expense of
the Pledgor, will promptly execute and deliver to the Pledgor a proper
instrument or instruments (including Uniform Commercial Code termination
statements on form UCC-3) acknowledging the satisfaction and termination of
this Agreement, and will duly assign, transfer and deliver to the Pledgor
(without recourse and without any representation or warranty) such of its
Collateral as may be in the possession of the Collateral Agent and as has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement. As used in this Agreement, "Termination Date" shall mean the date
upon which the Total Revolving Loan Commitment has been terminated, no
Revolving Note is outstanding (and all Revolving Loans have been paid in
full), and all other Obligations then owing have been paid in full.

(b) In the event that any part of the Collateral is sold in
connection with a sale permitted by the Credit Agreement or this Agreement or
is otherwise released at the direction of the Required Banks (or all the
Banks if required by Section 11.12 of the Credit Agreement) and the proceeds
of such sale or sales or from such release are applied in accordance with the
terms of the Credit Agreement, such Collateral will be sold free and clear of
the Liens created by this Agreement and the Collateral Agent, at the request
and expense of the Pledgor, will duly assign, transfer and deliver to the
Pledgor (without recourse and without any representation or warranty) such of
the Collateral of the Pledgor as is then being (or has been) so sold or
released and as may be in the possession of the Collateral Agent and has not
theretofore been released pursuant to this Agreement.

(c) At any time that the Pledgor desires that Collateral be
released as provided in the foregoing Section 15(a) or (b), it shall deliver
to the Collateral Agent a certificate signed by its chief financial officer
or another authorized senior officer stating that the release of the
respective Collateral is permitted pursuant to Section 15(a) or (b). If
requested by the Collateral Agent (although the Collateral Agent shall have
no obligation to make any such request), the Pledgor shall furnish
appropriate legal opinions (from counsel, which may be in-house counsel,
acceptable to the Collateral Agent) to the effect set forth in the
immediately preceding sentence. The Collateral Agent shall have no liability
whatsoever to any Secured Creditor as the result of any release of Collateral
by it as permitted by this Section 15.

Section 16. DEFINITIONS. The following terms shall have the
following meanings. Such definitions shall be equally applicable to the
singular and plural forms of the terms defined.

"Agreement" has the meaning provided in the preamble hereto.

"Collateral" has the meaning provided in Section 1 hereof.

"Credit Agreement" shall mean the Credit Agreement, dated as of May
12, 1998, among Northwest Airlines Corporation, NWA Inc., the Pledgor, the
lenders from time to time party thereto and The Chase Manhattan Bank, as
agent, as amended, modified and/or supplemented from time to time.

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"DOT" shall mean the United States Department of Transportation.

"Event of Default" has the meaning provided in Section 10.A hereof.

"Foreign Aviation Authority" shall mean the foreign governmental
agency which exercises jurisdiction over the issuance or authorization of the
foreign terminus of each of the Pledged Routes.

"Governmental Authority" shall mean any federal, state, local or
other governmental or administrative (including self-regulatory) body,
instrumentality, department or agency or any court, tribunal, administrative
hearing body, arbitration panel, commission, or other similar
dispute-resolving panel or body located in the United States.

"Indemnitee" shall have the meaning provided in Section 13 hereof.

"Obligations" shall mean (i) the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of all
obligations and indebtedness (including, without limitation, indemnities,
fees and interest thereon) of the Pledgor and each Guarantor owing to the
Secured Creditors, now existing or hereafter incurred under, arising out of
or in connection with any Credit Document and the due performance and
compliance by the Pledgor and each Guarantor with the terms of each such
Credit Document; (ii) any and all sums advanced by the Collateral Agent in
order to preserve the Collateral or preserve its security interest in the
Collateral; and (iii) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations, or liabilities referred to in
clauses (i) and (ii) above, after an Event of Default shall have occurred and
be continuing, the reasonable expenses of re-taking, holding, preparing for
sale or lease, selling or otherwise disposing of or realizing on the
Collateral, or of any exercise by the Collateral Agent of its rights
hereunder, together with reasonable attorneys' fees and court costs.

"Pledged Routes" shall mean the route authorities identified as
such on Schedule I.

"Pledgor" has the meaning provided in the preamble hereto.

"Proceeds" shall have the meaning assigned that term under the
Uniform Commercial Code as in effect in any relevant jurisdiction or under
other relevant law and, in any event, shall include, but not be limited to,
any and all (i) proceeds of any insurance, indemnity, warranty or guarantee
payable to the Collateral Agent or to the Pledgor or any affiliate of the
Pledgor from time to time with respect to any of the Collateral, (ii)
payments (in any form whatsoever), made or due and payable to the Pledgor
from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by
any Governmental Authority (or any Person acting under color of Governmental
Authority), (iii) instruments representing obligations to pay amounts in
respect of the Collateral, (iv) products of the Collateral and (v) other
amounts from time to time paid or payable under or in connection with any of
the Collateral.

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"Requirements" has the meaning provided in Section 6(iii) hereof.

"Revolving Notes" has the meaning provided in the Credit Agreement.

"Secured Creditors" has the meaning provided in the preamble hereto.

"Termination Date" has the meaning provided in Section 15 hereof.

Section 17. NOTICES. Except as otherwise specified herein, all
notices, requests, demands or other communications to or upon the respective
parties hereto shall be in writing (including telegraphic, telex, facsimile
transmission or cable communication) and shall be delivered, mailed,
telegraphed, telexed, facsimile transmitted or cabled, addressed:

(a) if to the Pledgor, at its address set forth opposite its
signature below;

(b) if to the Collateral Agent to its office at:

One Chase Manhattan Plaza
Loan and Agency Services Group
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy (000) 000-0000
Attention: Xxxxx Xxxx

with a copy to:

Xxxxxxx Xxxxxx
Aerospace Group
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy (000) 000-0000

(c) if to any Bank, either (x) to the Agent, at the address of the
Agent specified in the Credit Agreement or (y) at such address as such Bank
shall have specified in the Credit Agreement;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. All such
notices and communications shall, when mailed, telegraphed, telexed, facsimile
transmitted or cabled or sent by overnight courier, be effective on the third
Business Day following deposit in the U.S. mails, certified, return receipt
requested, when delivered to the telegraph company, cable company or on the day
following delivery to an overnight courier, as the case may be, or sent by telex
or facsimile device, except that notices and communications to the Collateral
Agent shall not be effective until received by the Collateral Agent.

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Section 18. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES. This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until payment in full in cash of
all Obligations, (ii) be binding upon the Pledgor, its successors and
assigns, and (iii) inure, together with the rights and remedies of the
Collateral Agent hereunder, to the benefit of the Collateral Agent and each
other Secured Creditor and each of their respective successors, transferees
and assigns; no other persons (including, without limitation, any other
creditor of the Pledgor) shall have any interest herein or any right or
benefit with respect hereto. Without limiting the generality of the foregoing
clause (iii) and subject to the provisions of the Credit Agreement, any
Secured Creditor may assign or otherwise transfer any indebtedness held by it
secured by this Agreement to any other person or entity, and such other
person or entity shall thereupon become vested with all the benefits in
respect thereof granted to such Secured Creditor herein or otherwise,
subject, however, to the provisions of the Credit Agreement.

Section 19. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH
AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.

Section 20. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. All
judicial proceedings brought against the Pledgor with respect to this
Agreement may be brought in any state or federal court of competent
jurisdiction in the State of New York and by execution and delivery of this
Agreement, the Pledgor accepts for itself and in connection with its
properties, generally and unconditionally, the non-exclusive jurisdiction of
the aforesaid courts, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Agreement. The Pledgor designates
and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
and such other Persons as may hereafter be selected by the Pledgor
irrevocably agreeing in writing to so serve, as its agent to receive on its
behalf service of all process in any such proceedings in any such court, such
service being hereby acknowledged by the Pledgor to be effective and binding
service in every respect. A copy of any such process so served shall be
mailed by registered mail to the Pledgor at the address set forth on the
signature page of this Agreement, except that unless otherwise provided by
applicable law, any failure to mail such copy shall not affect the validity
of service of process. If any agent appointed by the Pledgor refuses to
accept service, the Pledgor hereby agrees that service upon it by mail shall
constitute sufficient notice. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of the
Collateral Agent to bring proceedings against the Pledgor in the courts of
any other jurisdiction.

Section 21. SECURITY INTEREST ABSOLUTE. The obligations of the
Pledgor hereunder shall remain in full force and effect without regard to, and
shall not be impaired by, (a) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or the like of the Pledgor,
except to the extent that the enforceability thereof may be limited by any such
event; (b) any exercise or non-exercise, or any waiver of, any right, remedy,
power or privilege under or in respect of this Agreement or any other Credit
Document, except as

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specifically set forth in a waiver granted pursuant to Section 14; (c) any
amendment to or modification of any Credit Document or any security for any
of the Obligations, whether or not the Pledgor shall have notice or knowledge
of any of the foregoing, except as specifically set forth in an amendment or
modification executed pursuant to Section 14; (d) any lack of validity or
enforceability of the Credit Agreement or any other agreement or instrument
relating thereto; or (e) any other circumstances which might otherwise
constitute a defense available to, or a discharge of, the Pledgor.

Section 22. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

Section 23. HEADINGS. Section headings used in this Agreement are
for convenience of reference only and shall not affect the construction of
this Agreement.

Section 24. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of 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 one and the same Agreement. A
set of the counterparts executed by all the parties hereto shall be lodged
with the Pledgor and the Collateral Agent.

Section 25. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon the Pledgor and its successors and assigns and shall inure to
the benefit of the Collateral Agent and each Secured Creditor and their
respective successors and assigns; PROVIDED that the Pledgor may not transfer
or assign any or all of its rights or obligations hereunder without the prior
written consent of the Collateral Agent. All agreements, statements,
representations and warranties made by the Pledgor herein or in any
certificate or other instrument delivered by the Pledgor or on its behalf
under this Agreement shall be considered to have been relied upon by the
Secured Creditors and shall survive the execution and delivery of this
Agreement and the other Credit Documents regardless of any investigation made
by the Secured Creditors or on their behalf.

Section 26. THE PLEDGOR'S DUTIES. It is expressly agreed,
anything herein contained to the contrary notwithstanding, that the Pledgor
shall remain liable to perform all of the obligations, if any, assumed by it
with respect to the Collateral and the Collateral Agent shall not have any
obligations or liabilities with respect to any Collateral by reason of or
arising out of this Agreement, nor shall the Collateral Agent be required or
obligated in any manner to perform or fulfill any of the obligations of the
Pledgor under or with respect to any Collateral.

Section 27. LIMITED OBLIGATIONS. It is the desire and intent of
the Pledgor, the Collateral Agent and the Secured Creditors that this
Agreement shall be enforced against the Pledgor to the fullest extent
permissible under the laws and public policies applied in each jurisdiction
in which enforcement is sought. If and to the extent that the obligations of
the Pledgor under this Agreement shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because of any
applicable state or federal law relating to fraudulent conveyances or
transfers, which laws would determine the solvency of the Pledgor by

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reference to the full amount of the Obligations at the time of the execution
and delivery of this Agreement), then the amount of the Obligations of the
Pledgor shall be deemed to be reduced and the Pledgor shall pay the maximum
amount of the Obligations which would be permissible under the applicable
law.

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IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

NORTHWEST AIRLINES, INC.

By: /s/ XXXX X. XXXXXXXX
------------------------------------------
Title: Vice President - Finance and Chief
Accounting Officer

Notice Address:

Northwest Airlines, Inc.
0000 Xxxx Xxx Xxxxxxx
Xxxxx, Xxxxxxxxx 00000

Attention: General Counsel

THE CHASE MANHATTAN BANK
as Collateral Agent

By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Title: Vice President

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SCHEDULE I

SCHEDULE OF PLEDGED ROUTES

Route
Number of
Certificate Certificate Current
Route to or Exemption Containing Issued by Expiration
be Pledged Authority Authority DOT/CAB Order Date
---------- ------------ ----------- ------------- ----------

U.S.-Pacific Certificate Route 129 Order 00-0-00 Xxxx
(X.X.-Xxxxx/Xxxx/Xxxxxxx Order 92-3-38 None
Certificate Amendment (Amended to add
Application Pending) Indonesia and
integrate Malaysia)

U.S.-Japan and beyond Exemption Notice of Action 3/31/00
with open intermediates Taken in Docket
OST-98-3653

Guam/Saipan/Northern Certificate Route 539 Order 93-4-39 5/20/98
Marianas-Tokyo (Renewal Application
Pending)

Guam/Saipan/Northern Certificate Route 579 Order 95-9-23 10/28/00
Marianas-Nagoya/
Fukuoka

Guam/Saipan/Northern Certificate Route 580 Order 96-5-9 6/12/01
Marianas-Naha

Honolulu-Nagoya/ Certificate Route 584 Order 96-5-9 6/12/01
Fukuoka

U.S.-China (Named U.S. Certificate Route 378 Order 93-4-39 5/20/98
gateways to named (Renewal Application
points in China, via Pending)
Japan)

Detroit-Beijing added Order 96-10-44 12/5/01
as Segment 2

U.S.-China 9 weekly Frequency Order 97-1-13 12/24/98
roundtrip frequencies Allocation

SCHEDULE I
Page 2

X.X.-Xxxxxxxx 0 weekly Frequency Order 97-9-20 8/29/98
roundtrip all-cargo Allocation
frequencies
(Application for
Extension of Dormancy
Condition on 5th
frequency pending)

U.S.-Philippines 14 Frequency Order 96-9-11 9/30/98
weekly roundtrip Allocation
combination frequencies

U.S.-Philippines 2 Frequency Order 97-8-22 10/1/98
weekly roundtrip all- Allocation
cargo frequencies

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Table of Contents

ROUTE SECURITY AGREEMENT

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