0001047469-03-033429 Sample Contracts

Amended and Restated Trust Agreement Dated as of , 2003
Trust Agreement • October 15th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of , 2003 (as amended, supplemented or modified from time to time, this “Agreement”), is between Wilmington Trust Company, a Delaware banking corporation (in its capacity as trustee hereunder, the “Owner Trustee”), and Northwest Airlines, Inc., a Minnesota corporation, as Depositor (the “Depositor”).

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FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ]
Trust Agreement • October 15th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled

This FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ], dated as of [ ], 2003, by and between U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, except as expressly stated herein, but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), to that certain Trust Indenture and Security Agreement [NW ] dated as of [ , 200 ], by and between State Street Bank and Trust Company, as indenture trustee, and the Owner, as supplemented by Trust Indenture Supplement No. 1 [NW ] (“Trust Indenture Supplement No. 1”) between the Owner and State Street Bank and Trust Company, as indenture trustee, dated [ , 200 ] (such Trust Indenture and Security Agreement [NW ], as supplemented by Trust Indenture Supplement [NW ] No. 1, herein called the “Trust Indenture”) (the “Amendment”);

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 15th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York

Morgan Stanley & Co. Incorporated Citigroup Global Markets Inc. J.P. Morgan Securities Inc. Credit Suisse First Boston LLC Deutsche Bank Securities Inc.

Contract
Trust Supplement • October 15th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York

This Trust Supplement No. 2003-1, dated as of , 2003 (herein called the “Trust Supplement”), by and among Northwest Airlines Corporation, a Delaware corporation (the “Guarantor”), Northwest Airlines, Inc., a Minnesota corporation (the “Company”), and U.S. Bank Trust National Association, as successor to State Street Bank and Trust Company of Connecticut, National Association (the “Trustee”), to the Pass Through Trust Agreement, dated as of June 3, 1999, by and among the Guarantor, the Company and the Trustee (the “Basic Agreement”).

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