NORTHWEST AIRLINES CORP
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2048529zex-10_1.txt
<DESCRIPTION>EX-10.1
<TEXT>

<PAGE>

                                                                  Exhibit 10.1

                                    (The Company has applied to the Commission
                                                 for confidential treatment of
                                              certain portions of this exhibit)


                         AIRBUS A330 PURCHASE AGREEMENT


                          Dated as of December 21, 2000


                                     between


                                 AVSA, S.A.R.L.,


                                       and


                            NORTHWEST AIRLINES, INC.


<PAGE>

                                 C O N T E N T S

<TABLE>
<CAPTION>
         CLAUSES                    TITLE                                                 PAGE
         -------                    -----                                                 ----
         <S>                        <C>                                                  <C>
          0                         PURCHASE AGREEMENT                                      3

          1                         DEFINITIONS                                             4

          2                         SALE AND PURCHASE                                      10

          3                         CHANGES                                                11

          4                         PRICE                                                  13

          5                         PRICE REVISION                                         17

          6                         PAYMENT TERMS                                          18

          7                         PLANT REPRESENTATIVES - INSPECTION                     20

          8                         NORTHWEST'S ACCEPTANCE                                 22

          9                         DELIVERY                                               26

         10                         EXCUSABLE DELAY                                        28

         11                         INEXCUSABLE DELAY                                      32

         12                         WARRANTIES AND SERVICE LIFE POLICY                     34

         13                         PATENT INDEMNITY                                       57

         14                         TECHNICAL PUBLICATIONS                                 61

         15                         FIELD ASSISTANCE                                       62

         16                         TRAINING AND TRAINING AIDS                             63

         17                         VENDORS' PRODUCT SUPPORT                               64

         18                         BUYER FURNISHED EQUIPMENT AND DATA                     65


                                                                             ii

<PAGE>


                                 C O N T E N T S

       CLAUSES                      TITLE                                                 PAGE
       -------                      -----                                                 ----
       <S>                         <C>                                                   <C>
         19                         ASSIGNMENT                                             68

         20                         DATA RETRIEVAL                                         70

         21                         TERMINATION FOR CERTAIN EVENTS                         71

         22                         MISCELLANEOUS PROVISIONS                               73


                                                                            iii

<PAGE>

                                   C O N T E N T S

EXHIBITS
--------
<S>                               <C>
EXHIBIT A                           STANDARD SPECIFICATION

EXHIBIT B                           A330-300 OPTIONS SUMMARY

EXHIBIT C                           SCN FORM

EXHIBIT D                           AIRFRAME PRICE REVISION FORMULA

EXHIBIT E (GE)                      GENERAL ELECTRIC PRICE REVISION FORMULA

EXHIBIT E (PW)                      PRATT & WHITNEY PRICE REVISION FORMULA

EXHIBIT E (RR)                      ROLLS ROYCE PRICE REVISION FORMULA

EXHIBIT F                           CERTIFICATE OF ACCEPTANCE

EXHIBIT G                           SELLER SERVICE LIFE POLICY

EXHIBIT H                           BILL OF SALE


                                                                               1
<PAGE>

                                                  C O N T E N T S

LETTER AGREEMENTS
-----------------

LETTER AGREEMENT No. 1     PURCHASE INCENTIVES

LETTER AGREEMENT No. 2     OPTIONS AND FLEXIBILITY

LETTER AGREEMENT No. 3     CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT) GUARANTEE

LETTER AGREEMENT No. 4     DISPATCH RELIABILITY GUARANTEE

LETTER AGREEMENT No. 5A    PERFORMANCE GUARANTEES FOR GENERAL ELECTRIC POWERED
                           AIRCRAFT

LETTER AGREEMENT No. 5B    PERFORMANCE GUARANTEES FOR PRATT & WHITNEY POWERED
                           AIRCRAFT

LETTER AGREEMENT No. 5C    PERFORMANCE GUARANTEES FOR ROLLS ROYCE POWERED
                           AIRCRAFT

LETTER AGREEMENT No. 6     A330-500

LETTER AGREEMENT No. 7     MISCELLANEOUS ISSUES

LETTER AGREEMENT No. 8     PREDELIVERY PAYMENTS

LETTER AGREEMENT No. 9     CUSTOMIZATION

LETTER AGREEMENT No. 10   (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT)

LETTER AGREEMENT No. 11    (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT)
</TABLE>

                                                                               2
<PAGE>


                   P  U  R  C  H  A  S  E      A  G  R  E  E  M  E  N  T


This agreement is made this 21st day of December 2000


between
                  AVSA, a societe a responsabilite limitee organized and
                  existing under the laws of the Republic of France, having its
                  registered office located at

                  2, rond-point Maurice Bellonte
                  31700 BLAGNAC
                  FRANCE


                  (hereinafter referred to as "AVSA")


and
                  Northwest Airlines, Inc., a corporation organized and existing
                  under the laws of the State of Minnesota, United States of
                  America, having its principal corporate offices located at

                  2700 Lone Oak Parkway
                  Eagan, Minnesota 55121, USA

                  (hereinafter referred to as "Northwest")


WHEREAS,

a)       Northwest wishes to purchase, and AVSA is willing to sell, twenty-four
         (24) firm Airbus Industrie A330-300 model aircraft, upon the terms and
         conditions herein provided;

                                                                     3


<PAGE>


b) AVSA is willing to grant Northwest options to purchase (CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) option and
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITOES AND
EXCHANGE COMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)GUARANTEE
(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
purchase right Airbus A330-300 model aircraft, upon the terms and conditions
herein provided;
         and

c)       AVSA is a sales subsidiary of Airbus Industrie, G.I.E., and shall
         purchase the Aircraft from Airbus Industrie, G.I.E., for resale to
         Northwest.


NOW THEREFORE IT IS AGREED AS FOLLOWS:

                                                                     4


<PAGE>


1 -      DEFINITIONS

         For all purposes of this Agreement, except as otherwise expressly
         provided or unless the context otherwise requires, the following terms
         shall have the following meanings:

A330 PRODUCT SUPPORT AGREEMENT - the Airbus Product Support Agreement for
A330 Aircraft dated as of even date herewith among Northwest, ASCO and AVSA,
together with all exhibits, appendixes and letter agreements thereto.
(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         AFFILIATE - with respect to any person or entity, any other person or
         entity directly or indirectly controlling, controlled by or under
         common control with such person or entity, not including any of the
         Associated Contractors. For purposes of the preceding sentence,
         "control" of an entity shall mean the direct or indirect ownership of
         voting securities having the power to direct or cause the direction of
         the management and policies of such entity.

         AGREEMENT - this Airbus A330-300 Purchase Agreement, including all
         exhibits, appendixes and letter agreements attached hereto, as the same
         may be amended or modified and in effect from time to time.

         AIRCRAFT - any or all of the (i) Firm Aircraft, (ii) Option Aircraft
         that have been converted to a firm order, or (iii) Purchase Right
         Aircraft that have been converted to a firm order, to be purchased by
         AVSA and sold to Northwest pursuant to this Agreement, together with
         all components, equipment, parts and accessories installed in or on
         such aircraft and the Propulsion Systems installed thereon upon
         delivery.

         AIRFRAME - any Aircraft, excluding the Propulsion Systems therefor.

         ASCO - Airbus Service Company, Inc., a corporation organized and
         existing under the laws of Delaware, having its registered office
         located at 198 Van Buren Street, Suite 300, Herndon, VA 20170, or any
         successor thereto.

         ASSOCIATED CONTRACTORS - collectively, the members and, for certain
         purposes, subcontractors of the Manufacturer from time to time, which
         members presently are:

         (1)      EADS Airbus S.A. (formerly known as Aerospatiale Matra
                  Airbus S.A.) ("Aerospatiale"), whose principal office is at
                  37, Boulevard de Montmorency
                  75016 Paris
                  France

                  or any successor thereto

                                                                     5


<PAGE>


         (2)      Airbus UK Ltd , whose principal office is at
                  Warwick House
                  PO Box 87
                  Farnborough Aerospace Centre
                  Farnborough
                  Hants GU14 6YU
                  England

                  or any successor thereto

         (3)      Construcciones Aeronauticas S.A., whose principal office is at
                  404 Avenida de Aragon
                  28022 Madrid
                  Spain

                  or any successor thereto

         (4)      EADS Airbus GmbH (formerly known as DaimlerChrysler Aerospace
                  Airbus GmbH), whose principal office is at
                  Kreetslag 10
                  Postfach 95 01 09
                  21111 Hamburg
                  Germany

                  or any successor thereto

         ATA SPECIFICATION 100 - the specification issued by the Air Transport
         Association of America relating to manufacturers' technical data.

         ATA SPECIFICATION 101 - the specification issued by the Air Transport
         Association of America relating to ground equipment technical data.

         ATA SPECIFICATION 102 - the specification issued by the Air Transport
         Association of America relating to software programs.

         ATA SPECIFICATION 200 - the specification issued by the Air Transport
         Association of America relating to integrated data processing.

         ATA SPECIFICATION 300 - the specification issued by the Air Transport
         Association of America relating to the packaging of spare parts
         shipments.

         ATA SPECIFICATION 2000 - the specification issued by the Air Transport
         Association of America relating to an industry-wide communication
         system linking suppliers and users for the purposes of spares
         provisioning, purchasing, order administration, invoicing and
         information or data exchange.

                                                                     6


<PAGE>


         ATA SPECIFICATION 2100 - the specification issued by the Air Transport
         Association of America relating to the standards for the presentation
         of technical information prepared as digital media (magnetic tape or CD
         ROM).

         AVSA-SUPPLIED BUYER FURNISHED EQUIPMENT - as referred to in Subclause
         18.7 of this Agreement.

         BASE PRICE - for any Aircraft, Airframe or Propulsion Systems, as
         defined in Subclause 4.1 of this Agreement.

         BUYER FURNISHED EQUIPMENT - for any Aircraft, all the items of
         equipment that shall be furnished by Northwest and installed in the
         Aircraft by AVSA, as defined in the Specification.

         DEVELOPMENT CHANGES - as defined in Subclause 3.2 of this Agreement.

         DGAC - the Direction Generale de l'Aviation Civile of France, or any
         successor agency thereto.

         EXCUSABLE DELAY - as defined in Subclause 10.1 of this Agreement.

         FAA - the U.S. Federal Aviation Administration, or any successor agency
         thereto.

         FAILURE - as defined in Subclause 12.2.1.2 of this Agreement.

         FINAL CONTRACT PRICE - as defined in Subclause 4.2 of this Agreement.

         FIRM AIRCRAFT - any or all of the twenty-four (24) Airbus Industrie
         A330-300 model aircraft to be purchased by AVSA and sold to Northwest
         pursuant to this Agreement, together with all components, equipment,
         parts and accessories installed in or on such aircraft and the
         Propulsion Systems installed thereon upon delivery.

         IN-HOUSE WARRANTY - as defined in Subclause 12.1.7 (i) of this
         Agreement.

         IN-HOUSE WARRANTY LABOR RATE - as defined in Subclause 12.1.7(v)(a) of
         this Agreement.

         INTERFACE PROBLEM - as defined in Subclause 12.4.1 of this Agreement.

         ITEM - as defined in Subclause 12.2.1.1 of this Agreement.

         LIBOR - for each stated interest period, the rate determined on the
         basis of the offered rates for deposits in US dollars, which appear on
         the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the day
         that is two (2) days (other than a Saturday, Sunday or a day that is a
         legal holiday or a day on which banking institutions are authorized to
         close in the City of New York, New York, London, England, or Paris,
         France) before the first

                                                                     7


<PAGE>


         day of an interest period. If at least two (2) such offered rates
         appear on the Reuters Screen LIBO Page, the rate for that interest
         period shall be the arithmetic mean of such offered rates (rounded
         upwards, if necessary, to the nearest one hundred thousandth of a
         percentage point). If only one (1) offered rate appears, the rate
         for that interest period shall be the average (rounded upwards, if
         necessary, to the nearest one hundred thousandth of a percentage point)
         of the respective rates notified to AVSA by four (4) major banks in the
         London interbank market selected by AVSA and Northwest as the rate at
         which such bank is offered deposits in US dollars at or about 11:00
         a.m., London time, on the date that is two (2) days (other than a
         Saturday, Sunday or a day that is a legal holiday or a day on which
         banking institutions are authorized to close in the City of New York,
         New York, London, England, or Paris, France) prior to the first day of
         such interest period in the interbank Eurodollar market on such date
         for that interest period and in a principal amount equal to an amount
         of not less than $1,000,000, provided, however, that if the banks
         selected as aforesaid are not quoting as set forth in this sentence,
         the rate in respect of such interest period shall be determined on the
         basis of LIBOR in effect for the previous interest period. "Reuters
         Screen LIBO Page" means the display designated as page "LIBO" on the
         Reuters Monitor Money Rates Service (or any successor to such page or
         service).

         MANUFACTURER - Airbus Industrie, a "Groupement d'Interet Economique"
         established under "Ordonnance" No. 67-821 dated September 23, 1967, of
         the Republic of France.

         MATERIAL BREACH - as defined in Subclause 21.1 of this Agreement.

OPTION AIRCRAFT - any or all of the (CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT)
         Airbus Industrie A330-300 aircraft for which AVSA has granted Northwest
         an option to purchase (excluding the Purchase Right Aircraft), together
         with all components, equipment, parts and accessories installed in or
         on such aircraft and the Propulsion Systems installed thereon upon
         delivery.

         PREDELIVERY PAYMENT - any payment made against the Final Contract Price
         of an Aircraft in accordance with Subclause 6.2 of this Agreement.

         PRIME RATE - the rate of interest per annum publicly announced from
         time to time by Citibank, N.A. in New York, New York, as its prime or
         base or equivalent lending rate.

         PRODUCT SUPPORT AGREEMENTS - as referred to in Subclause 17.1.1 of this
         Agreement.

         PROPULSION SYSTEMS - the two (2) General Electric CF6-80-E1A3, Pratt &
         Whitney PW 4168A or Rolls Royce Trent 772B powerplants to be installed
         on an Aircraft at delivery, each composed of the powerplant (as such
         term is defined in Chapters 70-80 of ATA Specification 100 (Revision
         22), but limited to the equipment, components, parts and accessories
         included in the powerplant, as so defined), that have been sold to the
         Manufacturer by, as applicable, General Electric, Pratt & Whitney or
         Rolls Royce.

                                                                     8


<PAGE>


PURCHASE RIGHT AIRCRAFT - any or all of the (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)

         Airbus Industrie A330-300 model aircraft for which Northwest has a
         purchase right, together with all components, equipment, parts and
         accessories installed in or on such aircraft and the Propulsion Systems
         installed thereon upon delivery.

         RFC - as defined in Subclause 3.3 of this Agreement.

         SCN - as defined in Subclause 3.1 of this Agreement.

         SELLER FURNISHED EQUIPMENT - for any Aircraft, all of the items of
         equipment that shall be furnished by AVSA and installed in the Aircraft
         by AVSA, as defined in the Specification.

         SELLER SERVICE LIFE POLICY - as referred to in Subclause 12.2 of this
         Agreement.

         SPECIFICATION - as defined in Subclause 2.2 of this Agreement.

         STANDARD SPECIFICATION - as defined in Subclause 2.2 of this Agreement.

         VENDOR - each manufacturer (other than the manufacturer of the
         Propulsion Systems) and any successor thereof, of a component,
         equipment, accessory or part installed in an Aircraft at its delivery
         to Northwest under this Agreement, or any replacement therefor, other
         than a Warranted Part, and listed in the Supplier Product Support
         Agreements manual referred to in Subclause 12.3.1 of this Agreement.

         VENDOR COMPONENT - as defined in Subclause 12.4.3 of this Agreement.

         VENDOR PARTS - as defined in Subclause 12.3.1 of this Agreement.

         WARRANTED PART - as defined in Subclause 12.1.1 of this Agreement.

         WARRANTY CLAIM - as defined in Subclause 12.1.6(v) of this Agreement.

         WORKING DAY - with respect to any action to be taken hereunder, a day
         other than a Saturday, Sunday or other day designated as a holiday in
         the jurisdiction in which such action is required to be taken.

         The following rules of construction apply to this Agreement:

         (i)    the definition of a singular shall apply to plurals of the same
                words;

         (ii)   "include" and "including" are not limiting;

                                                                     9


<PAGE>


         (iii)  "hereby," "herein," "hereof," "hereunder," "the Agreement,"
                "this Agreement," and any like words refer to this Agreement and
                not a particular Clause thereof; and

         (iv)   a reference herein to a Clause, Subclause, Exhibit, Attachment
                or Appendix without further reference is to the relevant Clause,
                Subclause, Exhibit, Attachment or Appendix of this Agreement.

         Technical and trade terms not otherwise defined herein shall have the
         meanings assigned to them as generally accepted in the aircraft
         manufacturing industry.

                                                                    10


<PAGE>


2 -      SALE AND PURCHASE

2.1      GENERAL

         AVSA shall cause to be manufactured and shall sell and deliver, and
         Northwest shall buy and take delivery of, the Aircraft subject to the
         terms and conditions contained in this Agreement.

2.2      SPECIFICATION DOCUMENTS

         The Aircraft shall be manufactured in accordance with the A330-300
         Standard Specification, Document No. G.000.03000, Issue 6, including
         Revision 1, dated July 15, 1998 (the "Standard Specification"). Such
         Standard Specification, a copy of which is annexed hereto as Exhibit A
         to this Agreement, as amended by the change orders set forth in Exhibit
         B hereto, is hereinafter referred to as the "Specification." The
         Specification may be further modified from time to time pursuant to the
         provisions of Clause 3 below.

2.3      CERTIFICATION

         Each Aircraft shall be delivered to Northwest with the Certificate of
         Airworthiness for Export issued by the DGAC and in a condition enabling
         Northwest (or a person eligible to obtain such certificate under then
         applicable law) to obtain at the time of delivery a Standard
         Airworthiness Certificate issued pursuant to Part 21 of the US Federal
         Aviation Regulations permitting Northwest to operate the Aircraft under
         Part 121 of the US Federal Aviation Regulations. AVSA shall have no
         obligation, whether before, at or after delivery of any Aircraft, to
         make any alterations to such Aircraft to enable such Aircraft to meet
         FAA requirements for non-standard operation on Northwest's routes.
         Except as set forth in this Subclause 2.3, AVSA shall not be required
         to obtain any other certificate or approval with respect to the
         Aircraft.

2.4      AVSA shall deliver each Aircraft with provisions suitable for that
         equipment required to be incorporated on such Aircraft to meet those
         additional requirements of the US Federal Aviation Regulations which
         (i) are generally applicable with respect to transport category
         aircraft to be used in United States certificated air carriage and (ii)
         are required to be complied with on or before the date of delivery of
         such Aircraft, provided that any required amendment to the
         Specification resulting from such additional requirements shall be set
         forth in an SCN which shall be effected as provided in Clause 3 hereof.
         Northwest shall cooperate with AVSA in complying with the foregoing
         requirements.

                                                                    11


<PAGE>


3 -      CHANGES

3.1      SPECIFICATION CHANGE NOTICES

         The Specification may be amended from time to time by a Specification
         Change Notice (each such Specification Change Notice being herein
         called an "SCN" and being in the form of Exhibit C hereto). Each SCN
         shall set forth in detail the particular changes to be made in the
         Specification, any materials to be deleted from the Aircraft by AVSA in
         connection with such SCN, and the effect, if any, of such changes on
         design, performance, weight, balance, time of delivery, Buyer Furnished
         Equipment and price of each Aircraft affected thereby and
         interchangeability or replaceability of parts. SCNs shall not be
         binding on either party until signed by persons duly authorized in
         writing by Northwest and AVSA, but upon being so signed shall
         constitute amendments to this Agreement.

3.2      DEVELOPMENT CHANGES

         The Specification may also be revised by AVSA without an SCN or
         Northwest's consent to incorporate Manufacturer-decided changes that
         are deemed necessary or useful to correct defects, improve the Aircraft
         or its process of manufacture, prevent delay, or ensure compliance with
         this Agreement and that do not increase the price or adversely affect
         the delivery, overall dimensions, guaranteed weight, maintenance
         requirements or performance of the Aircraft or adversely change the
         interchangeability or replaceability requirements of the Specification
         (hereinafter called "Development Changes"). AVSA shall notify Northwest
         of all Development Changes prior to incorporation in the Specification.

3.3      REQUESTS AND APPROVALS

3.3.1    In the event that Northwest requests a change to the Specification,
         AVSA shall issue a Request for Change (RFC) and carry out a feasibility
         study of such change. If AVSA determines that such RFC is feasible to
         incorporate, AVSA shall produce an SCN and submit such SCN to Northwest
         for Northwest's approval. If such SCN is rejected by Northwest, such
         RFC and proposed SCN shall be canceled without charge to Northwest.

3.3.2    In the event that Northwest requests AVSA in writing to incorporate a
         proposed change (excluding Development Changes) in an Aircraft and AVSA
         agrees to such request but the change is not subsequently made the
         subject of an SCN for any reason (other than AVSA's unreasonable
         refusal to sign the SCN or otherwise acting in bad faith), Northwest
         shall pay AVSA the full cost of design and other work resulting from
         such request and incurred by AVSA, provided that in the event AVSA's
         reasonable estimate of the cost of developing such proposed change is
         higher than US$ (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

         AVSA shall have notified Northwest in writing within (CONFIDENTIAL
         MATERIAL

                                                                    12


<PAGE>


         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Working
         Days after AVSA's receipt of Northwest's request of such cost estimate
         and secured Northwest's agreement prior to incurring any such costs.

         In the event that Northwest requests AVSA in writing to proceed with a
         proposed change before any requisite approval of the DGAC and FAA has
         been obtained and such DGAC or FAA approval is not subsequently
         obtained, any SCN executed in connection with such proposed change
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

3.4      SPECIFICATION CHANGES BEFORE DELIVERY

         If, pursuant to the promulgation of any applicable law or regulation,
         any change in the Specification has to be made before delivery of any
         Aircraft to enable Northwest to obtain a Standard Airworthiness
         Certificate for such Aircraft referred to in Subclause 2.3, AVSA shall
         make or cause to be made the required change or modification to the
         Aircraft. For each such change, the parties shall sign an SCN
         specifying the effect, if any, of such change on design, performance,
         weight, balance, time of delivery, and Buyer Furnished Equipment of
         each Aircraft affected thereby and interchangeability or replaceability
         of parts. If AVSA anticipates that the scheduled delivery of any
         Aircraft shall be postponed by reason of such change, the delivery date
         of such Aircraft as provided in Subclause 9.1 shall be extended to the
         extent of such postponement.

         The effect on price of such a change shall be borne by(CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

3.5      SPECIFICATION CHANGES AFTER DELIVERY

         Subclause 3.4 shall not require AVSA to make any changes or
         modifications to or to make any payments or take any other action with
         respect to any Aircraft delivered to Northwest prior to the time any
         law or regulation referred to in Subclause 3.4 becomes effective. Any
         such changes or modifications made to an Aircraft after its delivery to
         Northwest shall be at Northwest's expense.

                                                                    13


<PAGE>


4 -      PRICE

4.1      BASE PRICE OF THE AIRCRAFT

         The Base Price of each Aircraft is the sum of:

         (i)      the Base Price of the Airframe, and

         (ii)     the Base Price of the Propulsion Systems.

4.1.1    BASE PRICE OF THE AIRFRAME

4.1.1.1  The Base Price of the Airframe shall be the sum of the Base Prices set
         forth below in (i), (ii) and (iii):

         (i)      the Base Price of the Standard A330 Airframe, as defined in
                  the Standard Specification set forth in Exhibit A hereto
                  (excluding Buyer Furnished Equipment, Propulsion Systems and
                  SCNs), at delivery conditions prevailing in January 2000,
                  which is:

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

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

         (ii)     the Base Price of SCNs covering options selected by Northwest
                  from Exhibit B, as it may be supplemented, which, at delivery
                  conditions prevailing in January 2000, is estimated at:

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

                           (US dollars-(CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT)), and

         (iii)    the Base Price of seats and galleys, the price and scope for
                  which will be agreed between AVSA and Northwest in an SCN.

                                                                    14


<PAGE>


4.1.1.2  The Base Price of the Airframe of each Aircraft shall be revised to the
         actual delivery date of such Aircraft in accordance with the Airframe
         Price Revision Formula set forth in Subclause 5.1 hereto.

                                                                    15


<PAGE>


4.1.2    BASE PRICE OF THE PROPULSION SYSTEMS

4.1.2.1  The Base Price of the Propulsion Systems (General Electric CF6-80-E1A3)
         and additional standard equipment at delivery conditions prevailing in
         January 2000 is:

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

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

         Said Base Price has been calculated with reference to the Reference
         Price indicated by General Electric of US$(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) (US
         dollars --(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) )in accordance with delivery conditions
         prevailing in April 1998 (CPI 151.09).

         Said Reference Price is subject to adjustment to the date of delivery
         of the Aircraft in accordance with the General Electric Price Revision
         Formula set forth in Subclause 5.2 hereto.


4.1.2.1  The Base Price of the Propulsion Systems (Pratt & Whitney PW 4168A) and
         additional standard equipment at delivery conditions prevailing in
         January 2000 is:

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

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

         Said Base Price has been calculated with reference to the Reference
         Price indicated by Pratt & Whitney of US$(CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) (US
         dollars(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY

                                                                    16


<PAGE>


         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)) in accordance with economic conditions
         prevailing in December 1998.

         Said Reference Price is subject to adjustment to the date of delivery
         of the Aircraft in accordance with the Pratt & Whitney Revision Formula
         set forth in Subclause 5.2 hereto.

4.1.2.1  The Base Price of the Propulsion Systems (Rolls Royce Trent 772B) and
         additional standard equipment at delivery conditions prevailing in
         January 2000 is:

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

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



         Said Base Price has been calculated with reference to the Reference
         Price indicated by Rolls Royce of US(CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT) (US dollars (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) ) in
         accordance with delivery conditions prevailing in January 2000.

         Said Reference Price is subject to adjustment to the date of delivery
         of the Aircraft in accordance with the Rolls Royce Revision Formula set
         forth in Subclause 5.2 hereto.

4.2      FINAL CONTRACT PRICE

         The Final Contract Price of an Aircraft shall be the sum of:

         (i)      the Base Price of the Airframe constituting a part of such
                  Aircraft, as adjusted to the date of delivery of such Aircraft
                  in accordance with Subclause 5.1 of this Agreement;

         (ii)     the price (as of delivery conditions prevailing in January
                  2000), of any SCNs constituting a part of such Aircraft that
                  are entered into pursuant to Clause 3 (excluding Subclause
                  3.4) after the date of execution of this Agreement, as
                  adjusted to the date of delivery of such Aircraft in
                  accordance with Subclause 5.1

                                                                    17


<PAGE>


                  of this Agreement;

         (iii)    the Reference Price of the installed Propulsion Systems
                  constituting a part of such Aircraft, as adjusted to the date
                  of delivery of such Aircraft in accordance with Subclause 5.2
                  of this Agreement; and

         (iv)     any other amount resulting from any other provisions of this
                  Agreement and/or any other written agreement between Northwest
                  and AVSA relating to the Aircraft and specifically making
                  reference to the Final Contract Price of an Aircraft.

4.3      TAXES, DUTIES AND IMPOSTS

4.3.1    AVSA shall bear and pay the amount of any and all taxes, duties,
         imposts or similar charges of any nature whatsoever (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) that are
         (i) imposed upon Northwest, (ii) imposed upon AVSA with an obligation
         on Northwest to withhold or collect the amount thereof from AVSA or
         (iii) imposed upon Northwest with an obligation on AVSA to withhold or
         collect such amount from Northwest, and that are levied, assessed,
         charged or collected for or in connection with the fabrication,
         manufacture, modification, assembly, sale, delivery, use of or payment
         under this Agreement for any Aircraft, component, accessory, equipment
         or part delivered or furnished hereunder, provided such taxes, duties,
         imposts or similar charges have been levied, assessed, charged or
         collected under laws promulgated and enforceable in France
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

4.3.2    Northwest shall bear and pay the amount of any and all taxes, duties,
         imposts or similar charges of any nature whatsoever that are (i)
         imposed upon AVSA, (ii) imposed upon Northwest with an obligation on
         AVSA to collect the amount thereof for Northwest or (iii) imposed upon
         AVSA with an obligation for Northwest to withhold such amount from
         AVSA, and that are levied, assessed, charged or collected for or in
         connection with the fabrication, manufacture, modification, assembly,
         sale, delivery or use of or payment under this Agreement for any
         Aircraft, component, accessory, equipment or part delivered or
         furnished hereunder, provided such taxes, duties, imposts or similar
         charges have been levied, assessed, charged or collected under laws
         promulgated and enforceable in countries other than France
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT) If Northwest is compelled by law to pay such taxes, duties,
         imposts or similar charges as a deduction or withholding , then
         Northwest shall ensure that the sums received by AVSA under this
         Agreement shall be equal to the full amounts expressed to be due AVSA
         hereunder, without deduction or withholding on account of and free from
         any and all taxes, levies, imposts, duties or charges of whatever
         nature, and Northwest shall pay such

                                                                    18


<PAGE>


         additional amounts as may be necessary so that the net amount received
         by AVSA after such deduction or withholding shall equal the amounts
         that would have been received in the absence of such deduction or
         withholding.

4.3.3    AVSA shall in its own name do all things necessary with respect to the
         export of the Aircraft from France and shall pay any customs duties,
         taxes and fees required to be paid with respect to such export of the
         Aircraft which are imposed under laws promulgated and enforceable in
         France(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

4.3.4    It is expressly understood and agreed that AVSA's undertaking in
         Subclause 4.3.1 shall not apply to taxes, duties, imposts or similar
         charges of any nature whatsoever, relating to the use of or payment for
         any Aircraft (excluding income, franchise, and doing business taxes
         imposed on AVSA), component, accessory, equipment or part delivered or
         furnished under this Agreement in the United States of America.

4.3.5    It is expressly understood and agreed that Northwest's undertaking in
         Subclause 4.3.2 shall not apply to taxes imposed on AVSA that are based
         on or measured by gross or net income or receipts or that are based on
         or measured by AVSA's doing business, capital or net worth, or other
         taxes, however denominated, in the nature of such taxes.

                                                                    19


<PAGE>


5 -      PRICE REVISION

5.1      AIRFRAME PRICE REVISION FORMULA

         The Base Price of each Airframe for each Aircraft shall be revised to
         the actual delivery date of such Aircraft in accordance with the
         revision formula set forth in the Airframe Price Revision Formula
         attached hereto in Exhibit D.

5.2      PROPULSION SYSTEMS PRICE REVISION FORMULA

         The Reference Price of the Propulsion Systems shall be revised to the
         actual delivery date of the Aircraft on which such Propulsion Systems
         are installed in accordance with the revision formula set forth in
         Exhibit E hereto.

                                                                    20


<PAGE>


6 -      PAYMENT TERMS

6.1      Northwest shall pay all sums due hereunder in immediately available
         funds in United States dollars by credit to Credit Lyonnais, New York
         Branch, for transfer by Credit Lyonnais to AVSA's account with Credit
         Lyonnais at 1, Esplanade Compans Caffarelli, 31000 Toulouse, France, or
         to such other account at any New York Clearing House Member Bank as
         AVSA shall designate by notice to Northwest.

6.2      PREDELIVERY PAYMENTS

         Predelivery Payments shall be paid by Northwest to AVSA for each
         Aircraft in accordance with the provisions of this Agreement.

6.3      PAYMENT OF FINAL CONTRACT PRICE

         Concurrently with the delivery of each Aircraft, Northwest shall pay to
         AVSA the Final Contract Price therefor, less the total amount of the
         Predelivery Payments theretofore received by AVSA for such Aircraft
         under Subclause 6.2 above. AVSA's receipt of the full amount of such
         payments shall be a condition precedent to AVSA's obligation to deliver
         such Aircraft.

6.4      PAYMENT OF OTHER AMOUNTS

6.4.1    Unless otherwise expressly provided for herein, any payments due
         hereunder or in respect of an Aircraft in addition to those referred to
         in Subclauses 6.2 and 6.3 above shall be paid by Northwest concurrently
         with the delivery of the corresponding Aircraft or, if invoiced after
         delivery of such Aircraft, within (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)after the invoice date. AVSA
         and Northwest agree that with respect to payments to be made under this
         Subclause 6.4.1, and for the purposes of Clause 21, Northwest shall not
         be deemed to be in default unless such payment is not made within
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)after invoice date.

6.4.2    Notwithstanding any other rights AVSA may have at contract or at law,
         Northwest and AVSA hereby agree that should any amount under this
         Agreement become due and payable by Northwest, and not be paid in full
         in immediately available funds on the date due (unless contested by
         Northwest in good faith), then AVSA shall have the right to debit and
         apply, in whole or in part, the unused amount of any credit made
         available by AVSA to Northwest against such unpaid amount. AVSA shall
         promptly notify Northwest in writing after such debiting and
         application.

6.5      OVERDUE PAYMENTS

                                                                    21


<PAGE>


         If any payment due AVSA is not received by AVSA on the date or dates as
         agreed upon between Northwest and AVSA, AVSA shall have the right to
         claim from Northwest, and Northwest shall promptly pay to AVSA, upon
         receipt of such claim, interest (on the basis of a 365 day year) at a
         rate per annum equal to the sum of (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT) on the amount of such overdue
         payment, to be calculated from and including the due date of such
         payment to (but excluding) the date such payment is received by AVSA.
         AVSA's right to receive such interest shall be in addition to any other
         rights of AVSA hereunder or at law.

6.6      REFUND OF PREDELIVERY PAYMENTS

         Northwest shall have no right to any refund of any deposit or
         Predelivery Payment received by AVSA, except as provided under this
         Agreement.

6.7      PROPRIETARY INTEREST

         Northwest shall not, by virtue of anything contained in this Agreement
         (including, without limitation, any Predelivery Payments hereunder, or
         any designation or identification by AVSA of a particular Aircraft as
         an Aircraft to which any of the provisions of this Agreement refer),
         and notwithstanding any provision of law to the contrary, acquire any
         proprietary, insurable or other interest whatsoever in any Aircraft
         prior to delivery of and payment in full for such Aircraft as provided
         in this Agreement.

6.8      TENDER OF DELIVERY

         In addition to any other rights and remedies available to AVSA, AVSA
         shall not be obligated to tender delivery of any Aircraft to Northwest
         and shall have no further liability to Northwest with respect thereto,
         if Northwest fails to make any Predelivery Payment (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)or if AVSA
         has terminated this Agreement pursuant to Clause 21.

6.9      PAYMENT IN FULL

         Except as provided for herein (including, but not limited to, Subclause
         4.3), Northwest's obligation to make payments to AVSA hereunder shall
         not be affected by and shall be determined without regard to any set
         off, counterclaim, recoupment, defense or other right that Northwest
         may have against AVSA and all such payments shall be made without
         deduction or withholding of any kind.

                                                                    22


<PAGE>


7 -      PLANT REPRESENTATIVES - INSPECTION

7.1      INSPECTION PROCEDURES

7.1.1    All work to be carried out on the Aircraft and all materials and parts
         thereof shall at all reasonable times during business hours be open to
         inspection by duly authorized representatives of Northwest or its
         designee at the respective works of the Associated Contractors and, if
         possible, at the works of their respective subcontractors, and such
         representatives shall, to carry out the aforesaid inspection, have
         access to such relevant technical data as is reasonably necessary for
         this purpose (except that, if access to any part of the respective
         works where construction is in progress or materials or parts are
         stored is restricted for security reasons, the Associated Contractors
         shall be allowed a reasonable time to make the items available for
         inspection elsewhere). The procedures for such inspections shall be
         agreed upon between AVSA's and Northwest's representatives prior to any
         inspection.

7.1.2    For the purposes of Subclause 7.1.1 above and commencing with the date
         of this Agreement until the delivery of the last Aircraft, AVSA shall
         furnish free-of-charge adequate secretarial assistance and suitable
         space, office equipment and facilities in or conveniently located with
         respect to Aerospatiale's works in Toulouse, France, for the use of not
         more than four (4) representatives of Northwest during the
         aforementioned period(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT).

7.1.3    All inspections, examinations and discussions with AVSA's, the
         Associated Contractors' or their respective subcontractors' engineering
         or other personnel by Northwest and its said representatives shall be
         performed in such manner as not to delay or hinder the work to be
         carried out on the Aircraft or the proper performance of this
         Agreement. In no event shall Northwest or its representatives be
         permitted to inspect any aircraft other than the Aircraft.

7.2      INDEMNITY

         SELLER'S INDEMNITY

         AVSA SHALL INDEMNIFY AND HOLD HARMLESS NORTHWEST, ITS DIRECTORS,
         OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES,
         DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS
         OF PERSONS (EXCEPTING INJURIES TO OR DEATH OF NORTHWEST'S
         REPRESENTATIVES PARTICIPATING IN ANY TESTS, CHECKOUTS OR INSPECTIONS
         UNDER THIS CLAUSE 7) CAUSED BY NORTHWEST OR ITS REPRESENTATIVES, AND
         (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE
         TO PROPERTY OF NORTHWEST'S SAID REPRESENTATIVES) CAUSED BY NORTHWEST OR
         ITS REPRESENTATIVES, IN EITHER CASE WHEN ARISING OUT OF OR IN

                                                                    23


<PAGE>


         CONNECTION WITH ANY SUCH TESTS, CHECKOUTS, OR INSPECTIONS UNDER THIS
         CLAUSE 7. THIS INDEMNITY OF AVSA SHALL NOT APPLY FOR ANY SUCH
         LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR
         CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF NORTHWEST'S
         SAID REPRESENTATIVES.

         NORTHWEST SHALL INDEMNIFY AND HOLD HARMLESS AVSA, THE MANUFACTURER,
         EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS
         AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
         ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES
         TO OR DEATHS OF NORTHWEST'S REPRESENTATIVES PARTICIPATING IN ANY TESTS,
         CHECKOUTS, OR INSPECTIONS UNDER THIS CLAUSE 7, (II) FOR LOSS OF OR
         DAMAGE TO PROPERTY OF NORTHWEST'S SAID REPRESENTATIVES, AND (III)
         ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
         OF NORTHWEST'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND
         (II) OF THE PRECEDING SENTENCE, NORTHWEST SHALL NOT BE OBLIGATED TO
         INDEMNIFY OR HOLD HARMLESS AVSA WHERE THE LIABILITIES, DAMAGES, LOSSES,
         COSTS OR EXPENSES ARISE FROM AVSA'S NEGLIGENCE OR WILLFUL MISCONDUCT.

         IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER
         PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR
         DAMAGES FOR DEATH OR INJURY, OR FOR PROPERTY DAMAGE, THE LIABILITY FOR
         WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE
         7.2, THE FORMER (INDEMNITEE) SHALL PROMPTLY GIVE NOTICE TO THE OTHER
         PARTY (INDEMNITOR), AND THE INDEMNITOR SHALL ASSUME AND CONDUCT THE
         DEFENSE THEREOF, AND SHALL HAVE THE RIGHT TO EFFECT ANY SETTLEMENT
         WHICH IT, IN ITS OPINION, DEEMS PROPER AND WHICH IMPOSES NO LIABILITY
         OR OTHER OBLIGATION ON THE INDEMNITEE.

         IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE
         DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE SHALL HAVE THE
         RIGHT TO PROCEED WITH DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS
         APPROPRIATE AND SHALL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY
         JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES INCURRED IN CONDUCTING SAID
         DEFENSE. FOR THE PURPOSE OF THIS SUBCLAUSE 7.2, A CLAIM OR LAWSUIT
         AGAINST THE MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY OF
         THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS,
         OFFICERS, AGENTS OR EMPLOYEES SHALL BE DEEMED TO BE A LAWSUIT AGAINST
         AVSA.
                                                                    24


<PAGE>


8 -      NORTHWEST'S ACCEPTANCE

8.1      ACCEPTANCE PROCEDURES

8.1.1    AVSA or any Affiliate thereof acting as AVSA's designee shall give to
         Northwest not less than (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) days prior written notice of the
         proposed time when acceptance tests of an Aircraft shall be conducted,
         and, in the event that Northwest elects to attend such tests, Northwest
         shall comply with the reasonable requirements of AVSA with the
         intention of completing all tests within(CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Working Days after
         commencement. The tests shall take place at Aerospatiale's works in
         Toulouse, France, and shall be carried out by the personnel of the
         Manufacturer (accompanied, if Northwest so wishes, by representatives
         of Northwest up to a total of (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)acting as observers, of whom not
         more than (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)shall have access to the cockpit at any one
         time). During flight tests, these representatives shall comply with the
         instructions of the Manufacturer's representatives. The Manufacturer
         shall not normally be required in the course of such acceptance tests
         to fly any of the Aircraft for more than an aggregate of(CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) hours.

8.1.2    AVSA shall offer to Northwest a briefing prior to acceptance of each
         Aircraft and (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)hour simulator session for(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) pilots,
         prior to acceptance of the first Aircraft. This briefing shall provide
         specific information related to acceptance flights.

8.1.3    The acceptance tests must demonstrate the satisfactory functioning of
         the Aircraft at the time of delivery in accordance with the
         Specification (except for immaterial variances from the Specification).
         In the event that Northwest, after having received proper notice in
         accordance with Subclause 8.1.1, does not attend the tests scheduled
         for an Aircraft or fails to so cooperate, AVSA may complete them in the
         absence of Northwest, whereupon Northwest shall be deemed to have
         accepted the tests, if such tests demonstrate the

                                                                    25


<PAGE>


         satisfactory functioning of the Aircraft as aforesaid, and AVSA shall
         furnish such data with respect to such tests as Northwest may
         reasonably request.

8.1.4    If the acceptance tests for an Aircraft are not successfully completed
         or there is a defect, Northwest, within(CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Working Days after
         such tests, shall give notice to AVSA specifying such unsuccessful
         completion or defect. Thereafter AVSA shall, without hindrance from
         Northwest, carry out any necessary changes and, as soon as practicable
         thereafter, resubmit the Aircraft for new acceptance tests to
         demonstrate the elimination of the defect, such tests to be held and
         carried out in accordance with Subclause 8.1, provided, however, that
         rather than accept a delay in delivery of any such Aircraft, Northwest
         and AVSA may agree to deliver such Aircraft with subsequent correction
         of the defect by Northwest(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT).

                                                                    26


<PAGE>


8.2      USE OF AIRCRAFT

         AVSA shall be entitled to use any Aircraft prior to its delivery to
Northwest:

         (i)      without Northwest's prior consent, to the extent necessary to
                  carry out the normal manufacturing process of the Aircraft
                  (but in no event for more than (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)flight hours in the case of each Aircraft),

         (ii)     without Northwest's prior consent, to obtain the certificates
                  required under Clause 2 hereof (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) ,
                  or

         (iii)    with Northwest's prior consent (such consent not to be
                  unreasonably withheld), for the purposes of demonstration
                  flights to third parties (the "Demonstration Flights").

         Such use shall not affect either AVSA's obligation to deliver any
         Aircraft hereunder or Northwest's obligation to accept delivery of any
         Aircraft hereunder. (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Northwest shall accept delivery of any Aircraft
         used in accordance with this Subclause 8.2 without any reduction in
         price for depreciation, or wear and tear resulting from such use.

8.3      CERTIFICATE OF ACCEPTANCE

         When the Aircraft is "ready for delivery" as defined below in Subclause
         9.2, Northwest shall forthwith give to AVSA a signed Certificate of
         Acceptance in the form attached as Exhibit F in respect of the relevant
         Aircraft. Should Northwest fail to so deliver the said Certificate,
         then Northwest shall be deemed to be in default as though it had
         without cause rejected delivery of such Aircraft when duly tendered to
         it hereunder and shall thereafter bear all costs and expenses resulting
         from such delay in delivery.

8.4      FINALITY OF ACCEPTANCE

         Northwest's acceptance of delivery of each Aircraft shall constitute
         waiver by Northwest of any right it may have under the Uniform
         Commercial Code as adopted by the State of New York or otherwise to
         revoke such acceptance for any reason, whether known or unknown to
         Northwest at the time of acceptance.

8.5      INDEMNITY

                                                                    27


<PAGE>


8.5.1    SCOPE

         IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 8, AVSA
         AND NORTHWEST PROVIDE THE INDEMNITIES SET FORTH IN SUBCLAUSES 8.5.2 AND
         8.5.3.

8.5.2    AVSA'S INDEMNITY

         AVSA SHALL INDEMNIFY AND HOLD HARMLESS NORTHWEST, ITS DIRECTORS,
         OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES,
         DAMAGES, LOSSES, COSTS AND EXPENSES

         (I)      FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES
                  TO AND DEATHS OF NORTHWEST'S REPRESENTATIVES PARTICIPATING IN
                  ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY
                  NORTHWEST OR ITS REPRESENTATIVES, AND

         (II)     FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR
                  DAMAGE TO PROPERTY OF NORTHWEST'S SAID REPRESENTATIVES) CAUSED
                  BY NORTHWEST OR ITS REPRESENTATIVES,

         IN EITHER CASE WHEN ARISING OUT OF OR IN CONNECTION WITH THE OPERATION
         OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8.

         THIS INDEMNITY OF AVSA SHALL NOT APPLY FOR ANY SUCH LIABILITIES,
         DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE
         GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF NORTHWEST'S SAID
         REPRESENTATIVES.

8.5.3    NORTHWEST'S INDEMNITY

         NORTHWEST SHALL INDEMNIFY AND HOLD HARMLESS AVSA, THE MANUFACTURER,
         EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS
         AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
         FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

         (I)      FOR INJURIES TO OR DEATHS OF NORTHWEST'S SAID REPRESENTATIVES
                  PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE
                  8,

         (II)     FOR LOSS OF OR DAMAGE TO PROPERTY OF NORTHWEST'S SAID
                  REPRESENTATIVES, AND

                                                                    28


<PAGE>


         (III)    ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
                  NEGLIGENCE OF NORTHWEST'S SAID REPRESENTATIVES.

         WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE,
         NORTHWEST SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS AVSA
         WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM
         AVSA'S NEGLIGENCE OR WILLFUL MISCONDUCT.

8.5.4    CLAIMS

         IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER
         PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR
         DAMAGES FOR DEATH OR INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR
         WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE
         8.5, THE FORMER (INDEMNITEE) SHALL PROMPTLY GIVE NOTICE TO THE OTHER
         PARTY (INDEMNITOR), AND THE INDEMNITOR SHALL ASSUME AND CONDUCT THE
         DEFENSE THEREOF, AND SHALL EFFECT ANY SETTLEMENT WHICH IT, IN ITS
         OPINION, DEEMS PROPER AND WHICH DOES NOT IMPOSE ANY LIABILITY OR OTHER
         OBLIGATION ON THE INDEMNITEE.

         IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE
         DEFENSE OF THE CLAIM OR SUIT, THEN THE INDEMNITEE SHALL HAVE THE RIGHT
         TO PROCEED WITH DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE
         AND SHALL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS,
         SETTLEMENTS, COSTS OR EXPENSES INCURRED IN CONDUCTING SAID DEFENSE
         (INCLUDING LEGAL FEES AND RELATED EXPENSES AS WELL AS THOSE COSTS
         INCURRED BY IT ESTABLISHING ITS RIGHT TO INDEMNIFICATION HEREUNDER).
         FOR THE PURPOSE OF THIS SUBCLAUSE 8.5, A CLAIM OR LAWSUIT AGAINST THE
         MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY OF THEIR
         RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS,
         OFFICERS, AGENTS OR EMPLOYEES SHALL BE DEEMED TO BE A LAWSUIT AGAINST
         AVSA.

                                                                    29


<PAGE>


9 -      DELIVERY

9.1      DELIVERY SCHEDULE

         Subject to the provisions of this Agreement, AVSA shall have the Firm
         Aircraft ready for delivery at Aerospatiale's works in Toulouse,
         France, and Northwest shall accept the same, during the months set
         forth below. (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

<TABLE>
<CAPTION>
      ................ .......................... .............. .............. ..........................

       AIRCRAFT NO.     MONTH/YEAR OF DELIVERY                   AIRCRAFT NO.    MONTH/YEAR OF DELIVERY
      ................ .......................... .............. .............. ..........................
      <S>              <C>                        <C>            <C>            <C>
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             1         OMITTED AND FILED                              13        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2003                                           TREATMENT)  2004
      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             2         OMITTED AND FILED                              14        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2003                                           TREATMENT)2004
      ................ .......................... .............. .............. ..........................

                                                                    30


<PAGE>


      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             3         OMITTED AND FILED                              15        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2003                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             4         OMITTED AND FILED                              16        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2003                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................

                                                                    31


<PAGE>


      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             5         OMITTED AND FILED                              17        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2003                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             6         OMITTED AND FILED                              18        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2003                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................

                                                                    32


<PAGE>


      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             7         OMITTED AND FILED                              19        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2004                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             8         OMITTED AND FILED                              20        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2004                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................

                                                                    33


<PAGE>


      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
             9         OMITTED AND FILED                              21        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2004                                           TREATMENT)2005
      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
            10         OMITTED AND FILED                              22        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2004                                           TREATMENT) 2005
      ................ .......................... .............. .............. ..........................

                                                                    34


<PAGE>


      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
            11         OMITTED AND FILED                              23        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)2004                                           TREATMENT)2006
      ................ .......................... .............. .............. ..........................
                       (CONFIDENTIAL MATERIAL                                   (CONFIDENTIAL MATERIAL
            12         OMITTED AND FILED                              24        OMITTED AND FILED
                       SEPARATELY WITH THE                                      SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE                                  SECURITIES AND EXCHANGE
                       COMMISSION PURSUANT TO A                                 COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL                                 REQUEST FOR CONFIDENTIAL
                       TREATMENT)t 2004                                         TREATMENT)2006
      ................ .......................... .............. .............. ..........................
</TABLE>

         Not later than(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) days prior to the date scheduled for acceptance
         tests for a particular Aircraft, AVSA shall give Northwest notice of
         the anticipated date within the relevant month set forth above on which
         such Aircraft shall be ready for delivery. Not later than (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)days prior
         to such date notified to Northwest, AVSA shall (i) confirm to Northwest
         that such anticipated delivery date is firm or (ii) in the event AVSA
         cannot confirm such date as being firm, confirm a new date, which shall
         be no more than (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION

                                                                    35



<PAGE>


         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Working Days in
         France before or after the originally scheduled date.

9.2      CERTIFICATE OF AIRWORTHINESS

         Each Aircraft shall for the purpose of this Agreement be deemed to be
         "ready for delivery" upon the satisfactory completion of its acceptance
         tests in accordance with Clause 8 and the issuance of an DGAC
         Certificate of Airworthiness for Export in the "Transport Category"
         with respect thereto and AVSA's compliance with the other obligations
         to be performed by it under Clause 2 hereof.

9.3      TITLE

         Title to and risk of loss of and damage to the Aircraft shall pass to
         Northwest upon delivery following execution of the Certificate of
         Acceptance and upon payment of the Final Contract Price for such
         Aircraft. AVSA shall provide Northwest with such appropriate documents
         of title or other documents as Northwest may reasonably request.

9.4      OVERDUE PAYMENT OR FLYAWAY

         In the event that:

         (i)      the delivery of and payment of the Final Contract Price for
                  the Aircraft is delayed more than (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)Working Days after the firm delivery date
                  established pursuant to Subclause 9.1 due to the fault of
                  Northwest, or

         (ii)     within (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT)days after delivery of the
                  Aircraft Northwest has failed to remove such Aircraft from the
                  place of delivery for whatever reason (except for reasons
                  attributable to AVSA)

         then Northwest shall on demand reimburse AVSA for all reasonable costs
         and expenses (including, without limitation, costs and expenses
         attributable to storage, preservation and protection, insurance and
         taxes) actually sustained by AVSA and resulting from any such delay or
         failure. Such reimbursement shall be in addition to any other rights
         that AVSA may have as a result of any such delay or failure.

9.5      FLYAWAY EXPENSES

         Except for expenses to be borne by AVSA as provided in Subclause 4.3 of
         this Agreement, all expenses of, and in connection with, fly-away from
         Aerospatiale's works


                                                                          36
<PAGE>


         in Toulouse, France, shall be borne by Northwest (CONFIDENTIAL
         MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)


                                                                          37
<PAGE>


10 -     EXCUSABLE DELAY

10.1     SCOPE

         Neither AVSA nor the Manufacturer shall be responsible for or be deemed
         to be in default on account of delays in delivery or failure to deliver
         or otherwise in the performance of this Agreement or any part hereof
         (i) due to causes reasonably beyond AVSA's, the Manufacturer's or any
         Associated Contractor's control (unless such cause is beyond such
         control due to AVSA's, the Manufacturer's or the Associated
         Contractor's fault or negligence) or (ii) not occasioned by AVSA's, the
         Manufacturer's or any Associated Contractor's fault or negligence
         ("Excusable Delay"), including, but not limited to: acts of God or the
         public enemy, natural disasters, fires, floods, hail storms, explosions
         or earthquakes; epidemics or quarantine restrictions; serious
         accidents; actual total or constructive total loss; any law, decision,
         regulation, directive or other act (whether or not having the force of
         law) of any government or of the Council of the European Community or
         the Commission of the European Community or of any national, Federal,
         State, municipal or other governmental department, commission, board,
         bureau, agency, court or instrumentality, domestic or foreign;
         governmental priorities, regulations or orders affecting allocation of
         materials, facilities or a completed Aircraft; war, civil war or
         warlike operations, terrorism, insurrection or riots; failure of
         transportation; strikes or labor troubles causing cessation, slow down
         or interruption of work; delay in obtaining any airworthiness
         certification for a previously uncertificated Aircraft part, component
         or computer software after due and timely diligence to procure such
         certification; inability after due and timely diligence to procure
         materials, accessories, equipment or parts.

         It is expressly understood and agreed that each of (i) any delay caused
         by Northwest's negligence or fault, and (ii) delay in delivery or
         otherwise in the performance of this Agreement by AVSA due in whole or
         in part to any delay in or failure of the delivery of, or any other
         event or circumstance relating to, the Propulsion Systems or Buyer
         Furnished Equipment, shall constitute Excusable Delay for AVSA. AVSA
         shall as soon as practicable after becoming aware of any delay falling
         within the provisions of this Subclause 10.1 (a) notify Northwest of
         such delay and of the probable extent thereof and (b) subject to the
         following provisions, as soon as practicable after the removal of the
         cause or causes for delay, resume, (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT) , the performance of those
         obligations affected under this Agreement.

         AVSA and Northwest acknowledge that nothing in this Subclause 10.1
         shall be deemed to obligate AVSA to undertake or forgo any action
         with respect to any strike or labor troubles which AVSA would not
         otherwise undertake or forgo in the exercise of sound business
         judgment.


                                                                        38
<PAGE>


10.2     UNANTICIPATED DELAY

         In the event that the delivery of any Aircraft is delayed by reason of
         an Excusable Delay for a period of more than(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) months
         after the end of the calendar month in which delivery is otherwise
         required hereunder, Northwest shall be entitled to terminate this
         Agreement with respect only to the Aircraft so affected upon written
         notice given to AVSA within(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) days after the expiration of
         such(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) month period. In the event such delay continues
         for an additional (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)month period after the expiration of
         such(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) month period and Northwest has not theretofore
         terminated this Agreement with respect to such Aircraft, either party
         shall have the option to terminate this Agreement with respect to the
         Aircraft so affected upon written notice given to the other
         within(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) days after the end of such
         additional(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)month period. Such termination, as aforesaid,
         shall discharge all obligations and liabilities of the parties
         hereunder with respect to such affected Aircraft, except that AVSA
         shall repay to Northwest all amounts required under this Agreement with
         respect to such affected Aircraft, (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT) Northwest shall not be
         entitled to receive such repayment nor to terminate this Agreement as
         to any Aircraft under this Clause 10 by reason of an Excusable Delay if
         such delay is caused solely by Northwest's negligence or Northwest's
         fault.

10.3     ANTICIPATED DELAY

         In respect of any Aircraft, AVSA may conclude, based on a reasonable
         and good faith appraisal of the facts, that Excusable Delays shall (i)
         cause delay in delivery of such Aircraft for a period of more
         than (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE


                                                                           39
<PAGE>


         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) months
         after the end of the calendar month in which delivery is otherwise
         required or (ii) prevent delivery of such Aircraft. In such event,
         in good faith and in accordance with its normal scheduling
         procedures, AVSA shall give written notice to Northwest of either
         (i) such delay and its related rescheduling reflecting such delay(s)
         or (ii) such nondelivery. Within (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)days after
         Northwest's receipt of such notice, Northwest (and, (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)AVSA) may terminate this Agreement as to such rescheduled
         or nondeliverable Aircraft by giving written notice to the other
         party. Such termination shall discharge all obligations and
         liabilities of the parties hereunder with respect to such affected
         Aircraft, except that AVSA shall repay to Northwest all amounts
         required under this Agreement with respect to such affected Aircraft
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT). Northwest shall not be entitled to receive
         such repayment nor to terminate this Agreement as to any Aircraft
         under this Clause 10 by reason of an Excusable Delay if such delay
         is caused solely by Northwest's negligence or Northwest's fault.


                                                                       40
<PAGE>


10.4     DELIVERY DATE

         If, following notice of an anticipated delay under Subclause 10.3, this
         Agreement is not terminated in accordance with the provisions of such
         Subclause (with respect to the affected Aircraft), then the date of
         delivery otherwise required hereunder shall be extended by a period
         equal to the delay specified in such notice.

10.5     LOST, DESTROYED OR DAMAGED AIRCRAFT

         In the event that prior to delivery any Aircraft is lost, destroyed or
         damaged beyond economic repair, AVSA shall notify Northwest in writing
         within(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)) days after such event. Such notice shall
         specify the earliest date, consistent with AVSA's and the
         Manufacturer's other contractual commitments and production
         capabilities, by which AVSA would be able to deliver a replacement for
         such Aircraft. This Agreement shall terminate as to such Aircraft
         unless Northwest gives AVSA written notice, within (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)days after
         receipt by Northwest of the notice from AVSA of such loss, destruction
         or damage, that Northwest desires AVSA to deliver to Northwest a
         replacement for such Aircraft. If Northwest gives such notice to AVSA,
         AVSA shall deliver to Northwest, at the earliest date consistent with
         AVSA's and the Manufacturer's other contractual commitments and
         production capabilities, an aircraft to replace the Aircraft lost,
         destroyed or damaged beyond repair, and the parties shall execute an
         amendment to this Agreement to evidence the delivery date for such
         replacement aircraft; provided, however, that nothing herein shall
         obligate AVSA to deliver such replacement aircraft if its manufacture
         would require the reactivation of the Manufacturer's production line
         for the model of aircraft purchased hereunder. The terms and conditions
         of this Agreement applicable to the Aircraft lost, destroyed or damaged
         beyond economic repair (including without limitation, the price and
         price revision provisions in Clauses 4 and 5 hereof) shall apply to the
         replacement aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) In the event of termination of this
         Agreement as to a particular Aircraft as a result of such loss,
         destruction or damage the obligations and liabilities of the parties
         hereunder with respect to such Aircraft shall be discharged. AVSA shall
         repay to Northwest the amount required under this Agreement with
         respect to such lost, destroyed or damaged Aircraft, (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Northwest
         shall not be entitled to receive repayment nor to terminate this
         Agreement as to any Aircraft under this Subclause 10.5 if such loss,
         destruction or damage is caused by Northwest's or its representatives'
         gross negligence or willful misconduct.


                                                                        41
<PAGE>


                                                                        42
<PAGE>


10.6     In the event this Agreement is terminated with respect to an Aircraft
         pursuant to the provisions of this Clause 10, (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

10.7     REMEDIES

         THIS CLAUSE 10 (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)SET FORTH THE SOLE AND EXCLUSIVE REMEDY OF
         NORTHWEST FOR EXCUSABLE DELAYS IN DELIVERY OR FAILURE TO DELIVER, AND
         NORTHWEST HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY
         RIGHTS TO DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE
         BE ENTITLED IN RESPECT THEREOF. NORTHWEST SHALL NOT BE ENTITLED TO
         CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10
         TO THE EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED SOLELY
         BY THE NEGLIGENCE OR FAULT OF NORTHWEST OR ITS REPRESENTATIVES.


                                                                         43
<PAGE>


11 -     INEXCUSABLE DELAY

11.1     LIQUIDATED DAMAGES

         Should an Aircraft not be ready for delivery to Northwest within
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)days after the month of delivery specified in this Agreement
         (as such month may otherwise be changed pursuant to this Agreement) for
         reasons other than as are covered by Clause 10, Northwest shall, in
         respect of any subsequent delay in delivery of such Aircraft, have the
         right to claim and AVSA shall in respect of any subsequent delay pay to
         Northwest as liquidated damages for the delay in delivery of such
         Aircraft US$(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

11.2     TOTAL LIABILITY

         Notwithstanding Subclause 11.1, the total liability of AVSA under this
         Clause 11 with respect to any Aircraft shall in no event exceed the
         total sum of US$ (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

11.3     WRITTEN CLAIM

         Northwest's right to recover such damages in respect of an Aircraft is
         conditional upon a claim therefor being submitted in writing to AVSA by
         Northwest no later than days after the date when such Aircraft was
         scheduled to have been ready for delivery.

11.4     SIX-MONTH DELAY

         In the event that such subsequent delay in delivery exceeds six (6)
         months (a "Six-month Delay"), Northwest shall have the further right,
         exercisable by written notice to AVSA given after such Six-month Delay,
         to terminate this Agreement in respect only of the Aircraft that is the
         subject of such delay, whereupon AVSA shall repay to Northwest
         hereunder all amounts required under this Agreement in relation to such
         Aircraft, (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).


                                                                       44
<PAGE>


11.5     TWELVE-MONTH DELAY

         In the event that such subsequent delay in delivery exceeds twelve (12)
         months, AVSA shall have the right, exercisable by written notice to
         Northwest given no more than (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)months after such twelve (12) month
         period, to terminate this Agreement in respect only of the Aircraft
         that is subject to such delay, (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) AVSA shall repay to Northwest all
         amounts required under this Agreement in relation to such
         Aircraft(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

11.6     BUYER FURNISHED EQUIPMENT

         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)pursuant to the provisions of this Clause 11, at Northwest's
         election prior to exercising its rights under this Subclause 11.6.

11.7     REMEDIES

         THIS CLAUSE 11(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) SET FORTH THE SOLE REMEDY OF NORTHWEST FOR
         DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE
         COVERED BY CLAUSE 10, AND NORTHWEST HEREBY WAIVES ALL RIGHTS, INCLUDING
         WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES
         OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN
         RESPECT THEREOF. NORTHWEST SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES
         AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY
         REFERRED TO IN THIS CLAUSE 11 IS CAUSED SOLELY BY THE NEGLIGENCE OR
         FAULT OF NORTHWEST OR ITS REPRESENTATIVES.


                                                                       45
<PAGE>


12 -       WARRANTIES AND SERVICE LIFE POLICY

12.1       STANDARD WARRANTY

12.1.1     Nature of Warranty

12.1.2     Exceptions

12.1.3     Warranty Periods

12.1.4     Buyer's Remedy and Seller's Obligation

12.1.5     Warranty Claim Requirements

12.1.6     Warranty Administration

12.1.7     In-house Warranty

12.1.8     Standard Warranty Transferability

12.1.9     Warranty for Corrected, Replacement or Repaired
           Warranted Parts

12.1.10    Good Airline Operation - Normal Wear and Tear

12.2       SELLER SERVICE LIFE POLICY

12.2.1     Definitions

12.2.2     Periods and Seller's Undertakings

12.2.3     Seller's Participation in the Cost

12.2.4     General Conditions and Limitations

12.2.5     Transferability

12.3       VENDOR WARRANTIES

12.3.1     Seller's Support

12.3.2     Vendor's Default



12.4       INTERFACE COMMITMENT


                                                                           46
<PAGE>


12.4.1     Interface Problem

12.4.2     Seller's Responsibility

12.4.3     Vendor's Responsibility

12.4.4     Joint Responsibility

12.4.5     General

12.5       EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY

12.6       DUPLICATE REMEDIES

12.7       NEGOTIATED AGREEMENT


                                                                           47
<PAGE>


12 -              WARRANTIES AND SERVICE LIFE POLICY


                  AVSA represents and warrants that the Manufacturer has
                  provided to AVSA the following Standard Warranty, Service Life
                  Policy, Vendor Warranties and Interface Commitment with
                  respect to the Aircraft, subject to the terms, conditions,
                  limitations and restrictions (including, but not limited to,
                  the Exclusivity of Warranties and Duplicate Remedies
                  provisions) as hereinafter set out, and that the same are in
                  full force and effect and have not been amended. AVSA hereby
                  assign to Northwest, and Northwest hereby accepts, all of
                  AVSA's rights and obligations as the "Buyer" under the said
                  Standard Warranty, Service Life Policy, Vendor Warranties and
                  Interface Commitment, and AVSA subrogates Northwest to all
                  such rights and obligations in respect of the Aircraft. AVSA
                  hereby warrants to Northwest that (i) it has all requisite
                  authority to make the foregoing assignment and to effect the
                  foregoing subrogation in favor of Northwest, (ii) such
                  assignment and subrogation are effective to confer on
                  Northwest all of the foregoing rights and obligations of AVSA,
                  and (iii) AVSA shall not enter into any amendment of the
                  provisions so assigned without the prior written consent of
                  Northwest.

                  It is understood that, in the provisions below between the
                  words QUOTE and UNQUOTE, capitalized terms have the meanings
                  assigned thereto in this Agreement, except that (i) the term
                  "Seller," which means the Manufacturer as between the
                  Manufacturer and AVSA, also means the Manufacturer in this
                  Agreement, and (ii) the term "Buyer" which means AVSA as
                  between the Manufacturer and AVSA, means Northwest in this
                  Agreement.

QUOTE

12.1       STANDARD WARRANTY

12.1.1     NATURE OF WARRANTY

           Subject to the limitations and conditions as hereinafter provided,
           and except as provided in Subclause 12.1.2, the Seller warrants to
           the Buyer that each Aircraft and each Warranted Part shall at the
           time of delivery to the Buyer:

           (i)    be free from defects in material,

           (ii)   be free from defects in workmanship, including, without
                  limitation, processes of manufacture,

           (iii)  be free from defects in design (including, without limitation,
                  selection of materials) having regard to the state of the art
                  at the date of such design, and

           (iv)   be free from defects arising from failure to conform to the
                  Specification, except as


                                                                         48
<PAGE>


                  to those portions of the Specification relating to
                  performance or where it is expressly stated that such
                  portions of the Specification are estimates or approximations
                  or design aims.

           For the purposes of this Agreement, the term "Warranted Part" shall
           mean any Seller proprietary component, equipment, accessory or part
           that is installed on an Aircraft at the time of delivery of such
           Aircraft and that (a) is manufactured to the detail design of the
           Seller or a subcontractor of it and (b) bears a part number of the
           Seller at the time of such delivery.

12.1.2     EXCEPTIONS

           The warranties set forth in Subclause 12.1.1 shall not apply to Buyer
           Furnished Equipment, nor to the engine and its associated parts, nor
           to any component, accessory, equipment or part purchased by the Buyer
           that is not a Warranted Part, provided, however, that:

           (i)    any defect in the Seller's workmanship in respect of the
                  installation of such items in the Aircraft, including any
                  failure by the Seller to conform to the installation
                  instructions of the manufacturers of such items that
                  invalidates any applicable warranty from such manufacturers,
                  shall constitute a defect in workmanship for the purpose of
                  this Subclause 12.1 and be covered by the warranty set forth
                  in Subclause 12.1.1(ii), and

           (ii)   any defect inherent in the Seller's design of the
                  installation, in view of the state of the art at the date of
                  such design, that impairs the use of such items shall
                  constitute a defect in design for the purposes of this
                  Subclause 12.1 and be covered by the warranty set forth in
                  Subclause 12.1.1(iii).

12.1.3     WARRANTY PERIOD

           The warranties described in Subclauses 12.1.1 and 12.1.2 hereinabove
           shall be limited to those defects that become apparent within
           (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT) months after delivery of the affected
           Aircraft.

12.1.4     BUYER'S REMEDY AND SELLER'S OBLIGATION

12.1.4.1   The Buyer's remedy and the Seller's obligation and liability under
           Subclauses 12.1.1 and 12.1.2 hereinabove are limited to, at the
           Seller's expense and option, the repair, replacement or correction
           of, or the supply of modification kits rectifying the defect to, any
           defective Warranted Part. Alternatively, the Seller may at its sole
           option furnish a credit to the Buyer for the future purchase of
           Material equal to the price at which the Buyer is then entitled to
           acquire a replacement for the defective Warranted Part. Nothing
           herein contained shall obligate the Seller to correct any failure to
           conform to


                                                                        49
<PAGE>


           the Specification with respect to components, equipment, accessories
           or parts that the parties agree in writing at the time of delivery of
           the affected Aircraft are acceptable deviations or have no material
           adverse effect on the use, operation or performance of an Aircraft.

12.1.4.2   In the event a defect covered by Subclause 12.1.1(iii) becomes
           apparent within the applicable period set forth in
           Subclause 12.1.3(ii), and the Seller is obligated to correct such
           defect, the Seller shall also, if so requested by the Buyer in
           writing, make such correction in any Aircraft that has not already
           been delivered to the Buyer. However, the Seller shall not be
           responsible nor deemed to be in default on account of any delay in
           delivery of any Aircraft or otherwise, in respect of performance of
           this Agreement, due to the Seller's undertaking to make such
           correction and, rather than accept a delay in delivery of any such
           Aircraft, the Buyer and the Seller may agree to deliver such Aircraft
           with subsequent correction of the defect by the Buyer at the Seller's
           expense, or the Buyer may elect to accept delivery and thereafter
           file a Warranty Claim as though the defect had become apparent
           immediately after delivery of such Aircraft.

12.1.5     WARRANTY CLAIM REQUIREMENTS

           The Buyer's remedy and the Seller's obligation and liability under
           this Subclause 12.1, with respect to each claimed defect, are subject
           to the following conditions precedent:

           (i)    the existence of a defect covered by the provisions of this
                  Subclause 12.1,

           (ii)   the defect's having become apparent within the applicable
                  warranty period, as set forth in Subclause 12.1.3,

           (iii)  the Buyer's having submitted to the Seller proof reasonably
                  satisfactory to the Seller that the claimed defect is due to a
                  matter embraced within this Subclause 12.1, and that such
                  defect did not result from any act or omission of the Buyer,
                  including, but not limited to, any failure to operate and
                  maintain the affected Aircraft or part thereof in accordance
                  with the standards or any matter set forth or covered in
                  Subclause 12.1.10,

            (iv)  the Buyer's having returned as soon as reasonably practicable
                  the Warranted Part claimed to be defective to such repair
                  facilities as may be designated by the Seller, except where
                  the Buyer elects to repair a defective Warranted Part in
                  accordance with the provisions of Subclause 12.1.7, and

            (v)   the Seller's having received a Warranty Claim fulfilling the
                  conditions of and in accordance with the provisions of
                  Subclause 12.1.6 below.



12.1.6     WARRANTY ADMINISTRATION


                                                                        50
<PAGE>


           The warranties set forth in Subclause 12.1 shall be administered as
           hereinafter provided:

           (i)    CLAIM DETERMINATION

                  Warranty Claim determination by the Seller shall be reasonably
                  based upon the claim details, reports from the Seller's
                  regional representative, historical data logs, inspections,
                  tests, findings during repair, defect analysis and other
                  suitable documents and information.

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

                  Transportation (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)for sending a
                  defective Warranted Part to the facilities designated by the
                  Seller shall be borne by the Buyer (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

           (iii)  RETURN OF AN AIRCRAFT

                  In the event that the Buyer desires to return an Aircraft to
                  the Seller for consideration of a Warranty Claim, the Buyer
                  shall notify the Seller of its intention to do so and the
                  Seller shall, prior to such return, have the right to inspect
                  such Aircraft and thereafter, without prejudice to its rights
                  hereunder, to repair such Aircraft, at its sole option, either
                  at the Buyer's facilities or at another place acceptable to
                  the Seller. Return of any Aircraft by the Buyer to the Seller
                  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT).

           (iv)   ON-AIRCRAFT WORK BY THE SELLER

                  In the event that a defect necessitates the dispatch by the
                  Seller of a working team to repair or correct such defect at
                  the Buyer's facilities, or in the event that the Seller
                  accepts the return of an Aircraft to perform or have performed
                  such repair or correction, then all related expenses incurred
                  in performing such repair or correction shall be borne
                  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT).


                                                                          51
<PAGE>


                  Any work performed by the Seller to rectify defects, which if
                  performed by the Buyer would not be eligible for a warranty
                  credit under the terms of Subclause 12.1.7 (v), shall be at
                  the Buyer's expense. (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

                  The Seller shall perform on-Aircraft work, subject to either
                  of the following conditions being met:

                  (a)      in the Seller's opinion, such work must require the
                           technical expertise of the Seller, or

                  (b)      both of

                           (i)      the downtime of each affected Aircraft would
                                    exceed (CONFIDENTIAL MATERIAL OMITTED AND
                                    FILED SEPARATELY WITH THE SECURITIES AND
                                    EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                    FOR CONFIDENTIAL TREATMENT)days, not
                                    including any scheduled maintenance
                                    downtime, and

                           (ii)     the number of man hours quoted in the
                                    Seller's Service Bulletin or batch of
                                    Service Bulletins for their embodiment on
                                    any Aircraft would EXCEED(CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT), it being understood that for
                                    batches of Service Bulletins, the Seller
                                    shall only count individual Service
                                    Bulletins with more than (CONFIDENTIAL
                                    MATERIAL OMITTED AND FILED SEPARATELY WITH
                                    THE SECURITIES AND EXCHANGE COMMISSION
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT)hours of elapsed time.

                  If the Seller is requested to perform the work, the Seller and
                  the Buyer shall agree on a schedule and place for the work to
                  be performed.

           (v)    WARRANTY CLAIM SUBSTANTIATION

                  In connection with each claim by the Buyer under this
                  Subclause 12.1, the Buyer shall file a claim on the Buyer's
                  form ("Warranty Claim") within (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT

                                                                    52


<PAGE>


                  TO A REQUEST FOR CONFIDENTIAL TREATMENT)days after such defect
                  becomes apparent. Such form must contain at least the
                  following(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT) :

                  (a)      description of defect and action taken, if any,

                  (b)      date of incident and/or of removal,

                  (c)      description of the defective part,

                  (d)      part number,

                  (e)      serial number (if applicable),

                  (f)      position on Aircraft, according to Catalog Sequence
                           Number (CSN) of the Illustrated Parts Catalog,
                           Component Maintenance Manual or Structural Repair
                           Manual (as such documents are defined in the A330
                           Product Support Agreement) as applicable,

                  (g)      total flying hours or calendar times, as applicable,
                           at the date of appearance of a defect,

                  (h)      time since last shop visit at the date of defect
                           appearance,

                  (i)      Manufacturer's serial number of the Aircraft and/or
                           its registration number,

                  (j)      Aircraft total flying hours and/or number of landings
                           at the date of defect appearance,

                  (k)      claim number,

                  (l)      date of claim, and

                  (m)      date of delivery of an Aircraft or part to the Buyer.

                  and in the case of a Warranty Claim under Subclause 12.1.7,
                  the additional data required under Subclause 12.1.7(iv).

                  Claims are to be addressed as follows:

                           Warranty Administration
                           ASCO

                                                                    53


<PAGE>


                           198 Van Buren Street
                           Suite 300
                           Herndon, VA, 20170

                  or any other address of which the Seller provides three (3)
                  Working Days' notice to the Buyer.

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

           (vi)   REPLACEMENTS

                  Replacements made pursuant to this Subclause 12.1 shall be
                  made within the lead time defined in the Seller's Spare Parts
                  Price List. Replaced components, equipment, accessories or
                  parts shall become the Seller's property.

                                                                    54


<PAGE>


                  Title to and risk of loss of any Aircraft, component,
                  accessory, equipment or part returned by the Buyer to the
                  Seller shall at all times remain with the Buyer, except that
                  (i) when the Seller has possession of a returned Aircraft,
                  component, accessory, equipment or part to which the Buyer has
                  title, the Seller shall have such responsibility therefor as
                  is chargeable by law to a bailee for hire, but the Seller
                  shall not be liable for loss of use, and (ii) title to and
                  risk of loss of a returned component, accessory, equipment or
                  part shall pass to the Seller upon shipment by the Seller to
                  the Buyer of any item furnished by the Seller to the Buyer as
                  a replacement therefor. Upon the Seller's shipment to the
                  Buyer of any replacement component, accessory, equipment or
                  part provided by the Seller pursuant to this Subclause 12.1,
                  title to and risk of loss of such component, accessory,
                  equipment or part shall pass to the Buyer.

           (vii)  REJECTION

                  The Seller shall provide reasonable written substantiation in
                  case of rejection of a claim. In such event the Buyer shall
                  pay to the Seller reasonable inspection and test charges
                  incurred by the Seller in connection with the investigation
                  and processing of such claim. Transportation, insurance, and
                  any other costs associated with the return of any Warranted
                  Part or any other item, equipment, component or part for which
                  the Buyer's warranty claim is rejected by the Seller shall be
                  borne by the Buyer.

           (viii) INSPECTION

                  The Seller shall have the right to inspect the affected
                  Aircraft and documents and other records relating thereto in
                  the event of any claim under this Subclause 12.1.

12.1.7     IN-HOUSE WARRANTY

           (i)    AUTHORIZATION

                  The Buyer is hereby authorized to perform the repair of
                  Warranted Parts, subject to the terms of this Subclause 12.1.7
                  ("In-house Warranty"). The Buyer shall notify the Seller's
                  representative of its decision to perform any in-house repairs
                  before such repairs are commenced, unless it is not practical
                  to do so, in which case the Buyer shall notify the Seller of
                  the in-house repair as soon as reasonably practicable.

           (ii)   CONDITIONS OF AUTHORIZATION

                  The Buyer shall be entitled to the benefits under this
                  Subclause 12.1.7 for repair of Warranted Parts:

                  (a)      only if adequate facilities and qualified personnel
                           are available to the Buyer,

                                                                    55


<PAGE>


                  (b)      in accordance with the Seller's written instructions
                           set forth in documents such as the Aircraft
                           Maintenance Manual, Component Maintenance Manual
                           (Manufacturer), Component Maintenance Manual (Vendor)
                           and Structural Repair Manual, and

                  (c)      only to the extent specified by the Seller, or, in
                           the absence of such specification, to the extent
                           reasonably necessary to correct the defect, in
                           accordance with the standards set forth in Subclause
                           12.1.10.

           (iii)  SELLER'S RIGHTS

                  The Seller shall have the right(CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                  to have any Warranted Part, or any part removed therefrom,
                  which is claimed to be defective, returned to the Seller, as
                  set forth in Subclause 12.1.6(ii), if, in the reasonable
                  judgment of the Seller, the nature of the defect requires
                  technical investigation.

                  The Seller shall further have the right (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                  to have a representative present during the disassembly,
                  inspection and testing of any Warranted Part claimed to be
                  defective.

           (iv)   IN-HOUSE WARRANTY CLAIM SUBSTANTIATION

                  Claims for In-house Warranty credit shall be filed within the
                  time period set forth in and shall contain the same
                  information required in, Warranty Claims under Subclause
                  12.1.6(v) and in addition shall include:

                  (a)      a report of technical findings with respect to the
                           defect,

                  (b)      for parts required to remedy the defect:

                           - part numbers,

                           - serial numbers (if applicable),

                           - description of the parts,

                           - quantity of parts,

                           - unit price of parts,

                           - total price of parts,

                                                                    56


<PAGE>


                           - related Seller's or third party's invoices
                             (if applicable),

                  (c)      detailed number of labor hours,

                  (d)      agreed In-house Warranty Labor Rate (defined below in
                           Subclause 12.1.7 (v) (a)), and

                  (e)      total claim value.

           (v)    CREDIT

                  The Buyer's sole remedy, and the Seller's sole obligation and
                  liability, in respect of In-house Warranty claims, shall be a
                  credit to the Buyer's account in U.S. Dollars. The credit to
                  the Buyer's account shall be equal to the direct labor cost
                  expended in performing a repair and to the direct cost of
                  materials incorporated in the repair. Such costs shall be
                  determined as set forth below.

                  (a)      To determine direct labor costs, only man hours spent
                           on disassembly, inspection, repair, reassembly, and
                           final inspection and test (including flight tests if
                           flight tests prove necessary to complete a repair
                           under the In-house Warranty) of the Warranted Part
                           alone shall be counted. Man hours required for
                           maintenance work concurrently being carried out on
                           the Aircraft or Warranted Part shall not be included.

                           The man hours counted as set forth above shall be
                           multiplied by an agreed labor rate representing
                           (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT)the Buyer's
                           composite average hourly labor rate (excluding all
                           fringe benefits, premium time allowances, social
                           security charges, business taxes and similar items)
                           paid to the Buyer's employees whose jobs are directly
                           related to the performance of the repair (the
                           "In-house Warranty Labor Rate").

                  (b)      Direct material costs are determined by the prices at
                           which the Buyer acquired such material, excluding any
                           parts and materials used for overhaul and furnished
                           free of charge by the Seller.

           (vi)   LIMITATION ON CREDIT

                  The Buyer shall in no event be credited for repair costs
                  (including labor and material) for any Warranted Part
                  exceeding (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT) of the Seller's then
                  current catalog price

                                                                    57


<PAGE>


                  (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT) for a replacement of such defective
                  Warranted Part.


                  Such cost shall be substantiated in writing by the Seller upon
                  reasonable request by the Buyer.

           (vii)  SCRAPPED MATERIAL

                  The Buyer shall retain any Warranted Part defective beyond
                  economic repair and any defective part removed from a
                  Warranted Part during repair until the earlier of
                  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)after submission of a claim for
                  In-house Warranty credit relating thereto or the Seller's
                  written advice to the Buyer that such Warranted Part should be
                  scrapped. Such parts shall be returned to the Seller
                  within(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT) of receipt of the Seller's request
                  to that effect.

                  Notwithstanding the foregoing, the Buyer may, with the
                  agreement of the Seller's Field Representative, scrap any such
                  defective parts that are beyond economic repair and not
                  required for technical evaluation.

                  Scrapped Warranted Parts shall be evidenced by a record of
                  scrapped material certified by an authorized representative of
                  the Buyer, which shall be kept in the Buyer's file for at
                  least the duration of the warranty periods set forth in this
                  Subclause 12.1.

           (viii) LIMITATIONS ON LIABILITY OF SELLER

                  THE SELLER SHALL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY,
                  AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF
                  ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF
                  ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF
                  WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER
                  UNDER THIS SUBCLAUSE 12.1.7 WHICH WAS NOT IN COMPLIANCE WITH
                  THE TERMS THEREOF, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY
                  IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER'S
                  ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT
                  LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.

                                                                    58


<PAGE>


12.1.8     STANDARD WARRANTY TRANSFERABILITY

           The warranties provided for in this Subclause 12.1 for any Warranted
           Part shall accrue to the benefit of any airline in revenue service
           other than the Buyer, if the Warranted Part enters into the
           possession of any such airline as a result of a pooling or leasing
           agreement between such airline and the Buyer or upon the Buyer's sale
           of the Aircraft to any such airline in accordance with Subclause
           19.3, in accordance with the terms and subject to the limitations and
           exclusions of the foregoing warranties and to applicable laws or
           regulations.

12.1.9     WARRANTY FOR CORRECTED, REPLACEMENT OR REPAIRED WARRANTED PARTS

           Whenever any Warranted Part that contains a defect for which the
           Seller is liable under Subclause 12.1 has been corrected, repaired or
           replaced pursuant to the terms of this Clause 12, the period of the
           Seller's warranty with respect to such corrected, repaired or
           replacement Warranted Part, whichever may be the case, shall be the
           remaining portion of the original warranty in respect of such
           corrected, repaired or replacement Warranted Part. In the event that
           a defect is attributable to a defective repair or replacement by the
           Buyer, a Warranty Claim with respect to such defect shall not be
           allowable, notwithstanding any subsequent correction or repairs, and
           shall immediately terminate the remaining warranties under this
           Subclause 12.1 in respect of the affected Warranted Part.

12.1.10    GOOD AIRLINE OPERATION - NORMAL WEAR AND TEAR

           The Buyer's rights under this Subclause 12.1 are subject to the
           Aircraft and each component, equipment, accessory and part thereof
           being maintained, overhauled, repaired and operated in accordance
           with good commercial airline practice and in general compliance with
           all technical documentation and maintenance recommendations of the
           Seller (if any), the Manufacturer, the Vendors or the manufacturer of
           the Propulsion Systems and its associated parts and all applicable
           rules, regulations and directives of the FAA.

           The Seller's liability under this Subclause 12.1 shall not extend to
normal wear and tear nor to:

           (i)    any Aircraft or component, equipment, accessory or part
                  thereof that has been repaired, altered or modified after
                  delivery by a party other than the Seller or in a manner other
                  than that set forth in Subclause 12.1.7 or otherwise approved
                  by the Seller;

           (ii)   any Aircraft or component, equipment, accessory or part
                  thereof that has been operated in a damaged state; or

           (iii)  any component, equipment, accessory or part from which the
                  trademark, trade name, part or serial number or other
                  identification marks have been removed.

                                                                    59


<PAGE>


           This waiver of the Seller's liability by the Buyer shall not apply in
           the cases of Subclause 12.1.10 (i) and Subclause 12.1.10 (ii) above
           if the Buyer submits reasonable evidence that the defect did not
           arise from nor was contributed to by either of said cases.

12.2       SELLER SERVICE LIFE POLICY

           In addition to the warranties set forth in Subclause 12.1 above, the
           Seller further agrees that should a Failure (as defined below) occur
           in any Item (as defined below), then, subject to the general
           conditions and limitations set forth in Subclause 12.2.4 below, the
           provisions of this Subclause 12.2 shall apply.

12.2.1     DEFINITIONS

           For the purposes of this Subclause 12.2, the following definitions
           shall apply:

12.2.1.1   "Item" means any of the Seller components, equipment, accessories or
           parts listed in Exhibit G hereto which are installed on an Aircraft
           at any time during the period of effectiveness of the Service Life
           Policy as defined below in Subclause 12.2.2.

12.2.1.2   "Failure" means any breakage of, or defect in, an Item that has
           occurred, that can reasonably be expected to occur on a repetitive or
           fleet wide basis, and that materially impairs the utility or safety
           of the Item, provided that any such breakage of, or defect in, any
           Item did not result from any breakage or defect in any other Aircraft
           part or component or from any other extrinsic force.

12.2.2     PERIODS AND SELLER'S UNDERTAKING

           Subject to the general conditions and limitations set forth in
           Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in
           an Item within (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT)years after the delivery of said Aircraft to
           the Buyer, the Seller shall, at its own discretion, as promptly as
           practicable and for a price that reflects the Seller's financial
           participation in the cost as hereinafter provided, either:

12.2.2.1   design and furnish to the Buyer a correction for such Item subject to
           a Failure and provide any parts required for such correction
           (including Seller designed standard parts but excluding industry
           standard parts unless a part of an Item), or,

12.2.2.2   replace such Item.

12.2.3     SELLER'S PARTICIPATION IN THE COST

           Any part or Item that the Seller is required to furnish to the Buyer
           under this Service

                                                                    60


<PAGE>


           Life Policy in connection with the correction or replacement of an
           Item shall be furnished to the Buyer at the Seller's current sales
           price therefor, less the Seller's financial participation, which
           shall be determined in accordance with the following formula:

                                                                    61


<PAGE>


                      C  (N  -  T)
                      ------------
           P =             N

           where

           P:     financial participation of the Seller,

           C:     the Seller's then current sales price for the required Item or
                  required Seller designed parts,

           T:     total time in months, at time of Failure, since delivery of
                  the particular Aircraft in which the Item subject to such
                  Failure was originally installed,

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

12.2.4     GENERAL CONDITIONS AND LIMITATIONS

12.2.4.1   Notwithstanding Subclause 12.2.3, the undertakings given in this
           Subclause 12.2 shall not be valid during the period applicable to an
           Item under Subclause 12.1.

12.2.4.2   The Buyer's remedy and the Seller's obligation and liability under
           this Service Life Policy are subject to compliance by the Buyer with
           the following conditions precedent:

           (i)    The Buyer shall maintain log books and other historical
                  records with respect to each Item adequate to enable
                  determination as to whether the alleged Failure is covered by
                  this Service Life Policy and, if so, to define the portion of
                  the cost to be borne by the Seller in accordance with
                  Subclause 12.2.3 above.

           (ii)   The Buyer shall keep the Seller informed of any significant
                  incidents relating to an Aircraft, howsoever occurring or
                  recorded (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT).

           (iii) The conditions of Subclause 12.1.10 shall have been complied
                 with.

           (iv)   The Buyer shall carry out specific structural inspection
                  programs for monitoring purposes as may be established from
                  time to time by the Seller. Such programs shall be, to the
                  extent possible, compatible with the Buyer's operational
                  requirements and shall be carried out at the Buyer's expense.
                  Reports relating thereto shall be regularly furnished to the
                  Seller.

           (v)    In the case of any breakage or defect, the Buyer shall report
                  the same in writing to the Seller within (CONFIDENTIAL
                  MATERIAL OMITTED AND

                                                                    62


<PAGE>


                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) days after
                  any breakage or defect in an Item becomes apparent, whether or
                  not said breakage or defect can reasonably be expected to
                  occur in any other Aircraft, and the Buyer shall inform the
                  Seller in sufficient detail about the breakage or defect to
                  enable the Seller to determine whether said breakage or defect
                  is subject to this Service Life Policy.

12.2.4.3   Except as otherwise provided in this Subclause 12.2, any claim under
           this Service Life Policy shall be administered as provided in, and
           shall be subject to the terms and conditions of, Subclause 12.1.6.

12.2.4.4   In the event that the Seller shall have issued a modification
           applicable to an Aircraft, the purpose of which is to avoid a
           Failure, the Seller may elect to offer to supply to the Buyer the
           necessary modification kit free of charge (CONFIDENTIAL MATERIAL
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT). If such
           a kit is so offered to the Buyer, then, in respect of such Failure
           and any Failures that could ensue therefrom, the validity of the
           Seller's commitment under this Subclause 12.2 shall be subject to the
           Buyer's incorporating such modification in the relevant Aircraft,
           within a reasonable time, as promulgated by the Seller and in
           accordance with the Seller's instructions.

12.2.4.5   THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE
           GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME
           COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF
           AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER
           THIS SUBCLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR
           FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS SUBCLAUSE 12.2. THE
           BUYER'S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY
           OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF
           THIS SERVICE LIFE POLICY SHALL BE IN MONETARY DAMAGES, LIMITED TO THE
           AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR
           REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY
           THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED,
           LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO
           PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR
           REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND
           GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN SUBCLAUSE
           12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO
           ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
           LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING
           UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

                                                                    63


<PAGE>


12.2.5     TRANSFERABILITY

           Except as provided in Subclause 19.3, the Buyer's rights under this
           Subclause 12.2 shall not be assigned, sold, leased, transferred or
           otherwise alienated by operation of law or otherwise, without the
           Seller's prior written consent.

           Any unauthorized assignment, sale, lease, transfer or other
           alienation of the Buyer's rights under this Service Life Policy
           shall, as to the particular Aircraft involved, immediately void this
           Service Life Policy in its entirety.

12.3       VENDOR WARRANTIES

12.3.1     SELLER'S SUPPORT

           Prior to delivery of the first Aircraft under this Agreement, the
           Seller shall obtain from all Vendors listed in the Supplier Product
           Support Agreements manual enforceable and transferable warranties and
           indemnities against patent infringements for all of the components,
           equipment, accessories and parts of the Vendors that are installed in
           an Aircraft at the time of delivery thereof ("Vendor Parts," it being
           understood that such term shall not include the Propulsion Systems,
           Buyer Furnished Equipment or other equipment selected by the Buyer to
           be supplied by Vendors with whom the Seller has no existing
           enforceable warranty agreements). The Seller shall also obtain
           enforceable and transferable Vendor service life policies from
           landing gear Vendors for structural landing gear elements. The Seller
           undertakes to supply to the Buyer such Vendor warranties, Vendor
           service life policies and indemnities against patent infringements
           substantially in the form summarized in the Supplier Product Support
           Agreements manual.

12.3.2     VENDOR'S DEFAULT

12.3.2.1   In the event that any Vendor under any standard warranty or indemnity
           against patent infringements obtained by the Seller pursuant to
           Subclause 12.3.1 or Clause 13 hereof defaults in the performance of
           any material obligation under such warranty or indemnity against
           patent infringements with respect to a Vendor Part, and the Buyer
           submits within a reasonable time to the Seller reasonable proof that
           such default has occurred, then Subclause 12.1 or Clause 13 of this
           Agreement shall apply to the extent the same would have been
           applicable had such Vendor Part been a Warranted Part except that,
           for obligations covered under Subclause 12.1(CONFIDENTIAL MATERIAL
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

12.3.2.2   In the event that any Vendor under any Vendor service life policy
           obtained by the Seller pursuant to Subclause 12.3.1 hereof defaults
           in the performance of any material obligation with respect thereto,
           and the Buyer submits within reasonable time to the

                                                                           64


<PAGE>


           Seller reasonable proof that such default has occurred, then
           Subclause 12.2 of this Agreement shall apply to the extent the same
           would have been applicable had such component, equipment, accessory
           or part been listed in Exhibit G hereto.

12.3.2.3   At the Seller's request, the Buyer shall assign to the Seller, and
           the Seller shall be subrogated to, all of the Buyer's rights against
           the relevant Vendor, with respect to and arising by reason of such
           default and the Buyer shall provide reasonable assistance to enable
           the Seller to enforce the rights so assigned.

12.4       INTERFACE COMMITMENT

12.4.1     INTERFACE PROBLEM

           If the Buyer experiences any technical problem in the operation of an
           Aircraft or its systems due to a malfunction (CONFIDENTIAL MATERIAL
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) the
           cause of which, after due and reasonable investigation, is not
           readily identifiable by the Buyer, but which the Buyer reasonably
           believes to be attributable to the design characteristics of one or
           more components of the Aircraft (an "Interface Problem"), the Seller
           shall, if requested by the Buyer, and without additional charge to
           the Buyer, except for transportation of the Seller's personnel to the
           Buyer's facilities, promptly conduct or have conducted an
           investigation and analysis of such problem to determine, if possible,
           the cause or causes of the problem and to recommend such corrective
           action as may be feasible, provided, however, that if the Seller
           determines, after such due and reasonable investigation, that the
           Interface Problem was due to or caused by any default by the Buyer in
           performance of its obligations hereunder, the Buyer shall pay to the
           Seller all reasonable costs and expenses incurred by the Seller
           during such investigation. The Buyer shall furnish to the Seller all
           data and information in the Buyer's possession relevant to the
           Interface Problem and shall cooperate with the Seller in the conduct
           of the Seller's investigations and such tests as may be required.

           At the conclusion of such investigation the Seller shall promptly
           advise the Buyer in writing of the Seller's opinion as to the cause
           or causes of the Interface Problem and the Seller's recommendations
           as to corrective action.

12.4.2     SELLER'S RESPONSIBILITY

           If the Seller determines that the Interface Problem is primarily
           attributable to the design of a Warranted Part, the Seller shall, if
           requested by the Buyer, correct the design of such Warranted Part,
           pursuant to the terms and conditions of Subclause 12.1.

12.4.3     VENDOR'S RESPONSIBILITY

           If the Seller determines that the Interface Problem is primarily
           attributable to the design

                                                                    65


<PAGE>


           of a component, equipment, accessory or part other than a Warranted
           Part ("Vendor Component"), the Seller shall, if requested by the
           Buyer, reasonably assist the Buyer in processing any warranty claim
           the Buyer may have against the manufacturer of such Vendor Component.

12.4.4     JOINT RESPONSIBILITY

           If the Seller determines that the Interface Problem is attributable
           partially to the design of a Warranted Part and partially to the
           design of any Vendor Component, the Seller shall, if requested by the
           Buyer, seek a solution to the Interface Problem through cooperative
           efforts of the Seller and any Vendor involved. The Seller shall
           promptly advise the Buyer of such corrective action as may be
           proposed by the Seller and any such Vendor. Such proposal shall be
           consistent with any then existing obligations of the Seller hereunder
           and of any such Vendor to the Buyer. Such corrective action, when
           reasonably accepted by the Buyer, shall constitute full satisfaction
           of any claim the Buyer may have against either the Seller or any such
           Vendor with respect to such Interface Problem.

12.4.5     GENERAL

12.4.5.1   All requests under this Subclause 12.4 shall be directed both to the
           Seller and the affected Vendors.

12.4.5.2   Except as specifically set forth in this Subclause 12.4, this
           Subclause 12.4 shall not be deemed to impose on the Seller any
           obligations not expressly set forth elsewhere in this Agreement.

12.4.5.3   All reports, recommendations, data and other documents furnished by
           the Seller to the Buyer pursuant to this Subclause 12.4 shall be
           deemed to be delivered under this Agreement and shall be subject to
           the terms, covenants and conditions set forth in this Clause 12 and
           in Subclause 22.4.

12.5       EXCLUSIVITY OF WARRANTIES AND
           GENERAL LIMITATIONS OF LIABILITY

           THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
           WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
           SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER
           UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
           NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
           EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

           THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
           CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
           DEFECT OR NONCONFORMITY OR

                                                                    66


<PAGE>


           PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS
           AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
           WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND
           ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE
           SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY
           LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR
           PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY,
           PART OR SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT
           LIMITED TO:

           (1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
                  GENERAL OR PARTICULAR PURPOSE;

           (2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

           (3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

           (4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

           (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

           (6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                  STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                  LOCAL STATUTE OR AGENCY;

           (7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)      LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (c)      LOSS OF PROFITS AND/OR REVENUES;

                  (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

                                                                    67


<PAGE>


           THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT
           SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
           INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY
           PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL,
           OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 SHALL
           REMAIN IN FULL FORCE AND EFFECT.

12.6       DUPLICATE REMEDIES

           The remedies provided to the Buyer under this Clause 12 as to any
           defect in respect of the Aircraft or any part thereof are mutually
           exclusive and not cumulative. The Buyer shall be entitled to the
           remedy that provides the maximum benefit to it, as the Buyer may
           elect, pursuant to the terms and conditions of this Clause 12 for any
           such particular defect for which remedies are provided under this
           Clause 12; provided, however, that the Buyer shall not be entitled to
           elect a remedy under one part of this Clause 12 that constitutes a
           duplication of any remedy elected by it under any other part hereof
           for the same defect. The Buyer's rights and remedies herein for the
           nonperformance of any obligations or liabilities of the Seller
           arising under these warranties shall be in monetary damages limited
           to the amount the Buyer expends in procuring a correction or
           replacement for any covered part subject to a defect or
           nonperformance covered by this Clause 12, and the Buyer shall not
           have any right to require specific performance by the
           Seller(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT).

UNQUOTE

           In consideration of the assignment and subrogation by AVSA under this
           Clause 12 in favor of Northwest in respect of AVSA's rights against
           and obligations to the Manufacturer under the provisions quoted
           above, Northwest hereby accepts such assignment and subrogation and
           agrees to be bound by all of the terms, conditions and limitations
           therein contained, specifically including, without limitation, the
           following:

           THIS CLAUSE 12 (INCLUDING ITS SUBCLAUSES) SETS FORTH THE EXCLUSIVE
           WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA,
           AND THE EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, WHETHER UNDER THIS
           AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR
           PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY,
           PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

           NORTHWEST RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
           CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT NORTHWEST FROM ANY
           DEFECT OR NONCONFORMITY OR

                                                                    68


<PAGE>


           PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS
           AGREEMENT. NORTHWEST HEREBY WAIVES, RELEASES AND RENOUNCES ALL
           OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF AVSA
           AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF NORTHWEST AGAINST AVSA,
           WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR
           OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF
           ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR
           SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
           TO:

           (1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
                  GENERAL OR PARTICULAR PURPOSE;

           (2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

           (3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

           (4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

           (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

           (6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                  STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                  LOCAL STATUTE OR AGENCY;

           (7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)      LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (c)      LOSS OF PROFITS AND/OR REVENUES;

                  (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

                                                                    69


<PAGE>


           THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT
           SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
           INSTRUMENT SIGNED BY AVSA AND NORTHWEST. IN THE EVENT THAT ANY
           PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL,
           OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 SHALL
           REMAIN IN FULL FORCE AND EFFECT.

           The remedies provided to Northwest under this Clause 12 as to any
           defect in respect of the Aircraft or any part thereof are mutually
           exclusive and not cumulative. Northwest shall be entitled to the
           remedy that provides the maximum benefit to it, as Northwest may
           elect, pursuant to the terms and conditions of this Clause 12 for any
           such particular defect for which remedies are provided under this
           Clause 12; provided, however, that Northwest shall not be entitled to
           elect a remedy under one part of this Clause 12 that constitutes a
           duplication of any remedy elected by it under any other part hereof
           for the same defect. Northwest's rights and remedies herein for the
           nonperformance of any obligations or liabilities of AVSA arising
           under these warranties shall be in monetary damages limited to the
           amount Northwest expends in procuring a correction or replacement for
           any covered part subject to a defect or nonperformance covered by
           this Clause 12, and Northwest shall not have any right to require
           specific performance by AVSA,(CONFIDENTIAL MATERIAL OMITTED AND FILED
           SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
           REQUEST FOR CONFIDENTIAL TREATMENT).

12.7       NEGOTIATED AGREEMENT

           Northwest and AVSA agree that this Clause 12 has been the subject of
           discussion and negotiation and is fully understood by the parties and
           that the price of the Aircraft and the other mutual agreements of the
           parties set forth in this Agreement were arrived at in consideration
           of, INTER ALIA, the provisions of this Clause 12, specifically
           including the Exclusivity of Warranties and General Limitations of
           Liability provisions and the Duplicate Remedies provisions set forth
           in Subclause 12.5 and following Subclause 12.6.

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<PAGE>


13 -       PATENT INDEMNITY

           AVSA (in the case of the Aircraft and Warranted Parts) and ASCO (in
           the case of Seller Parts) represent and warrant that the Manufacturer
           has provided to AVSA and ASCO the following indemnity against patent
           infringements with respect to the Aircraft, Warranted Parts and
           Seller Parts, subject to the terms, conditions, limitations and
           restrictions (including, but not limited to, the Exclusivity of
           Warranties and Duplicate Remedies provisions) as hereinafter set out,
           and that the same are in full force and effect and have not been
           amended. AVSA and ASCO hereby assign to Northwest, and Northwest
           hereby accepts, all of AVSA's and ASCO's rights and obligations as
           the "Buyer" under the said indemnity against patent infringements,
           and AVSA and ASCO subrogate Northwest to all such rights and
           obligations in respect of the Aircraft. AVSA and ASCO each hereby
           warrants to Northwest that (i) it has all requisite authority to make
           the foregoing assignment and to effect the foregoing subrogation in
           favor of Northwest, (ii) such assignment and subrogation are
           effective to confer on Northwest all of the foregoing rights and
           obligations of AVSA and ASCO, and (iii) AVSA and ASCO shall not enter
           into any amendment of the provisions so assigned without the prior
           written consent of Northwest.

           It is understood that, in the provisions below between the words
           QUOTE and UNQUOTE, capitalized terms have the meanings assigned
           thereto in this Agreement, except that (i) the term "Seller," which
           means the Manufacturer as between the Manufacturer and AVSA and ASCO,
           also means the Manufacturer in this Agreement, and (ii) the term
           "Buyer" which means AVSA and ASCO as between the Manufacturer and
           AVSA and ASCO, means Northwest in this Agreement.


QUOTE

13.1       SCOPE

           The Seller shall indemnify the Buyer from and against any damages,
           costs and expenses including reasonable legal costs (excluding
           damages, costs, expenses, loss of profits and other liabilities in
           respect of or resulting from loss of use of any Aircraft):

           (1)    to the extent of (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)thereof in
                  case of any actual or alleged infringement by any Aircraft or
                  any Warranted Part or the use thereof of

                  (a)      any British, French, German, Spanish or US patent, or

                  (b)      any patent issued under the laws of any other country
                           in which Northwest may lawfully operate the Aircraft,
                           provided that:

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<PAGE>


                           (i)      from the time of design of such Aircraft,
                                    accessory, equipment or part and until
                                    infringement claims are resolved, such
                                    country and the flag country of the Aircraft
                                    is each a party to the Chicago Convention on
                                    International Civil Aviation of December 7,
                                    1944, and is fully entitled to all benefits
                                    of Article 27 thereof, or in the
                                    alternative,

                           (ii)     from such time of design and until
                                    infringement claims are resolved, such
                                    country and the flag country of the Aircraft
                                    is each a party to the International
                                    Convention for the Protection of Industrial
                                    Property of March 20, 1883 (known as the
                                    "Paris Convention").

           (2)    to the extent of(CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) thereof in
                  case of any actual or alleged infringement by any Aircraft or
                  any Warranted Part or the use thereof of any patent issued
                  under the laws of any country not covered by (1) above in
                  which the Buyer is from time to time lawfully operating the
                  Aircraft.

           The Seller's undertaking under this Clause 13 shall not apply to
           components, accessories, equipment or parts which are not Warranted
           Parts.

13.2       SELLER'S ACTION

           Should the Buyer be enjoined from using any part of an Aircraft by
           reason of infringement of a patent covered by Subclause 13.1, the
           Seller shall, at its option and expense, either (i) procure for the
           Buyer the right to use such part free of any liability for patent
           infringement or (ii) as soon as possible replace such part with a
           noninfringing substitute otherwise complying with the requirements of
           this Agreement.

13.3       SELLER'S OBLIGATION

           The Seller's obligation hereunder with respect to any actual or
           alleged infringement is conditioned upon commencement of suit against
           the Buyer for infringement or the Buyer's receipt of a written claim
           alleging infringement, and upon written notice by the Buyer to the
           Seller (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT) after receipt by the Buyer of notice of the
           institution of such suit or receipt of such claim, giving particulars
           thereof. The Seller shall have the option but not the obligation at
           any time to conduct negotiations with the party or parties charging
           infringement and may intervene in any suit commenced. Whether or not
           the Seller intervenes in any such suit, it shall be entitled at any
           stage of the proceedings to assume, conduct or control the defense
           thereof.

                                                                    72


<PAGE>


           The Seller's obligation hereunder with respect to any actual or
           alleged infringement is also conditioned upon (i) the Buyer's
           promptly furnishing to the Seller all the data, papers, records and
           other assistance within the control of the Buyer material to the
           resistance of or defense against any such charge or suits for
           infringement, (ii) the Buyer's use of diligent efforts in full
           cooperation with the Seller to reduce royalties, damages, costs and
           expenses involved, (iii) the Seller's prior approval of the Buyer's
           payment, assumption or admission of any liabilities, expenses, costs
           or royalties for which the Seller is asked to respond and (iv) the
           Buyer's not otherwise acting in a manner prejudicial to its or the
           Seller's defense of the action.

13.4       WAIVER

           THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
           LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN
           SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES
           ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND
           LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES
           OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW
           OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY,
           RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR
           REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR
           ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT, ACCESSORY,
           EQUIPMENT OR PART, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE
           EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE
           HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS
           SUBCLAUSE 13.4 SHALL REMAIN IN FULL FORCE AND EFFECT. THIS PATENT
           INDEMNITY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A
           WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.

UNQUOTE

           In consideration of the assignment and subrogation by AVSA under this
           Clause 13 in favor of Northwest in respect of AVSA's rights against
           and obligations to the Manufacturer under the provisions quoted
           above, Northwest hereby accepts such assignment and subrogation and
           agrees to be bound by all of the terms, conditions and limitations
           therein contained (specifically including, without limitation, the
           waiver, release and renunciation provision).

           THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
           LIABILITIES OF AVSA UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN
           SUBSTITUTION FOR, AND NORTHWEST HEREBY WAIVES, RELEASES AND RENOUNCES
           ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND
           LIABILITIES ON THE PART OF AVSA AND RIGHTS,

                                                                    73


<PAGE>


           CLAIMS AND REMEDIES OF NORTHWEST AGAINST AVSA, EXPRESS OR IMPLIED,
           ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY
           OBLIGATION, LIABILITY,  RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH
           RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH
           RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY
           ANY AIRCRAFT, ACCESSORY, EQUIPMENT OR PART, OR THE USE OR SALE
           THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID
           PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR

           OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE SHALL REMAIN IN
           FULL FORCE AND EFFECT. THIS PATENT INDEMNITY SHALL NOT BE EXTENDED,
           ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AVSA AND
           NORTHWEST.

                                                                    74


<PAGE>


14 -       TECHNICAL PUBLICATIONS

           Technical publications shall be supplied to Northwest pursuant to
           Clause 2 of the A330 Product Support Agreement.

                                                                    75


<PAGE>


15 -       FIELD ASSISTANCE

           Field services shall be provided to Northwest pursuant to Clause 3 of
           the A330 Product Support Agreement.
16 -       TRAINING

Training and training aids shall be provided to Northwest pursuant to Clause 4
of the A330 Product Support Agreement
17 -       VENDORS' PRODUCT SUPPORT

17.1       VENDOR PRODUCT SUPPORT AGREEMENTS

17.1.1     AVSA has obtained product support agreements transferable to
           Northwest from Vendors of Seller Furnished Equipment listed in the
           Specification ("Product Support Agreements").

17.1.2     These Product Support Agreements are based on the "World Airlines and
           Suppliers Guide" and include Vendor commitments as contained in the
           Supplier Product Support Agreements with respect to warranties and
           guarantees (copies of which have been provided to Northwest).

17.2       VENDOR COMPLIANCE

           AVSA shall monitor Vendor compliance with support commitments defined
           in the Product Support Agreements and shall take remedial action
           together with Northwest if requested by Northwest in writing.

17.3       VENDOR PART REPAIR STATIONS

17.3.1     The Manufacturer has developed with the Vendors a program aimed at
           building a comprehensive network of repair stations in North America
           for those Vendor Parts originating from outside this territory.

17.3.2     As a result of the above, most Vendor Parts are now repairable in
           North America, and corresponding repair stations are listed in a
           document, the AOG and Repair Guide, which is issued and regularly
           updated by the Manufacturer.

           Vendor Parts that have to be repaired outside North America shall be
           sent by Northwest to(CONFIDENTIAL MATERIAL OMITTED AND FILED
           SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
           REQUEST FOR CONFIDENTIAL TREATMENT). All such Vendor Parts shall be
           returned to Northwest with all applicable FAA tagging.

17.3.3     AVSA shall support Northwest in cases where the agreed repair turn
           time of an approved repair station is not met by causing
           free-of-charge loans or exchanges (as specified in the relevant
           Supplier Product Support Agreements manual) to be offered to

                                                                    76


<PAGE>


           Northwest.

                                                                    77


<PAGE>


18 -       BUYER FURNISHED EQUIPMENT AND DATA

18.1       INSTALLATION AND DELIVERY

18.1.1     Without additional charge, and in accordance with the Specification,
           AVSA shall cause the Manufacturer to provide for the installation of
           the Buyer Furnished Equipment.

18.1.2     AVSA shall cause the Manufacturer to advise Northwest of the dates by
           which, in the planned release of engineering for an Aircraft, the
           Manufacturer reasonably requires a written detailed description of
           the dimensions and weight of Buyer Furnished Equipment for such
           Aircraft and information necessary for the installation and operation
           thereof, and Northwest shall furnish such detailed description and
           information by the dates so specified. Such dimensions and weights
           shall not thereafter be revised unless mutually agreed and set forth
           in an SCN.

18.1.3     AVSA shall also cause the Manufacturer to furnish in sufficient time
           to Northwest a schedule of dates by and locations to which Buyer
           Furnished Equipment for such Aircraft must be delivered to the
           Manufacturer to permit installation in and delivery of such Aircraft
           in accordance with the delivery schedule referred to in Clause 9.
           Northwest shall furnish such equipment to the Manufacturer at such
           locations by such dates. Northwest, at its own expense, shall also
           furnish or cause to be present at the works where such Buyer
           Furnished Equipment is to be installed, when reasonably requested by
           the Manufacturer, field service representatives to provide the
           Manufacturer technical advice regarding the installation and
           calibration of Buyer Furnished Equipment.

18.2       SPECIFICATION AND AIRWORTHINESS APPROVALS

           Northwest warrants that all Buyer Furnished Equipment (other than
           Buyer Furnished Equipment manufactured by the Manufacturer) shall
           meet the requirements of the Specification, shall comply with
           applicable DGAC and FAA regulations and shall be approved by the DGAC
           and the FAA for installation and use on an Aircraft at the time of
           delivery of such Aircraft. AVSA shall bear no expense in connection
           with adjusting and calibrating Buyer Furnished Equipment to the
           extent necessary to obtain DGAC and FAA approval, unless such work is
           due to an Aircraft Interface Problem, mishandling or excessive use on
           the part of AVSA or the Manufacturer.

18.3       DELAY AND NONPERFORMANCE

           Any delay or failure in complying with the warranty in the foregoing
           Subclause 18.2, in providing the descriptive information and services
           mentioned in Subclause 18.1 hereof, in furnishing the Buyer Furnished
           Equipment or in obtaining any required approval of such equipment
           under the DGAC or FAA regulations shall be the responsibility of
           Northwest, to the extent that such delay or failure shall in turn,

                                                                    78


<PAGE>


           (i)    delay the performance of any act to be performed by or on
                  behalf of AVSA or the Manufacturer, or

           (ii)   cause the Final Contract Price of the Aircraft to be increased
                  by the amount of AVSA's additional reasonable and
                  substantiated costs, if any, attributable to such delay or
                  failure by Northwest, including, without limitation, storage,
                  taxes, insurance and costs of out-of-sequence installation,

           and any resulting cost shall be borne by Northwest.

           Further, in any such event, AVSA shall give written notice to
           Northwest and, unless Northwest has cured such noncompliance within
           (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT) Working Days after such notice, AVSA may
           elect to take any of the actions set forth below in Subclauses
           18.3.2, 18.3.3 or 18.3.4.

18.3.2     At Northwest's request, AVSA shall be entitled to cause the
           Manufacturer to purchase and install the Buyer Furnished Equipment
           involved, in which event the Final Contract Price of the affected
           Aircraft shall be increased by the purchase price of such Buyer
           Furnished Equipment plus reasonable costs and expenses incurred by
           the Manufacturer for handling charges, transportation, insurance,
           packaging and, if so required and not already provided for in the
           Final Contract Price of such Aircraft, for adjustment and
           calibration.

18.3.3     If (i) delivery of the Buyer Furnished Equipment is delayed by more
           than (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT) days after the date specified by the
           Manufacturer for the delivery of such Buyer Furnished Equipment or
           (ii) the Buyer Furnished Equipment required to obtain certification
           of the Aircraft in accordance with Subclause 2.3 hereof is not
           approved by the DGAC or the FAA within (CONFIDENTIAL MATERIAL OMITTED
           AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
           PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)days after the date
           specified by the Manufacturer for the delivery of such Buyer
           Furnished Equipment, then, notwithstanding the terms of Subclause
           2.3, AVSA shall be entitled to deliver the affected Aircraft where it
           is then located with no obligation to install such Buyer Furnished
           Equipment. Upon such delivery AVSA shall be relieved of all
           obligations to install such Buyer Furnished Equipment.

18.3.4     If (i) the Buyer Furnished Equipment is delayed by more than
           (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES


                                                                              79
<PAGE>

           AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT)days after the date specified by the
           Manufacturer for the delivery of such Buyer Furnished Equipment or
           (ii) the Buyer Furnished Equipment is not required for certification
           of the Aircraft and is not approved by the DGAC or the FAA within
           (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT)days after the date specified by the
           Manufacturer for the delivery of such Buyer Furnished Equipment, then
           AVSA shall be entitled to deliver the Aircraft with no obligation to
           install such Buyer Furnished Equipment. Northwest may also elect to
           have the Aircraft so delivered, whereupon AVSA shall be relieved of
           all obligations to install such Buyer Furnished Equipment.

18.4       Any Buyer Furnished Equipment installed on an Aircraft and
           subsequently removed due to the fault of Northwest shall be removed
           at Northwest's expense.

18.5       TAX-FREE ZONES

           Northwest shall cause all Buyer Furnished Equipment to be delivered
           at its own expense to the following address, unless AVSA notifies
           Northwest otherwise in writing.

           For all Buyer Furnished Equipment

                  EADS Airbus S.A. (formerly known as Aerospatiale Matra
                  Airbus S.A.)
                  316 Route de Bayonne
                  31300 TOULOUSE
                  FRANCE

18.6       RISK OF LOSS

           Title to and risk of loss of Buyer Furnished Equipment shall at all
           times remain with Northwest. When Buyer Furnished Equipment is in the
           possession of AVSA, AVSA shall have only such responsibility therefor
           as is chargeable by law to a bailee for hire, but shall not be liable
           for loss of use. (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT)

18.7       AVSA-SUPPLIED BUYER FURNISHED EQUIPMENT

           If Northwest requests AVSA to cause the Manufacturer to supply
           directly certain items that are considered Buyer Furnished Equipment
           pursuant to the Specification, and if


                                                                              80
<PAGE>

           compliance with such request by AVSA and the Manufacturer in their
           judgment shall not affect the delivery date of an Aircraft referred
           to in Clause 9, then AVSA shall order such items subject to the
           execution of an SCN reflecting the effect on price and any other
           items and conditions of this Agreement. In such a case, AVSA shall be
           entitled to the payment of a reasonable handling charge and shall
           bear no liability in respect of product support commitments assumed
           by the Vendor of such Buyer Furnished Equipment. The provisions of
           Subclauses 18.2 and 18.3 shall apply to Buyer Furnished Equipment
           covered under this Subclause 18.7 except in the event of any delay
           in approval or delivery of such Buyer Furnished Equipment
           attributable to the action of AVSA, the Manufacturer or the
           Associated Contractor.





















                                                                              81
<PAGE>


19 -       ASSIGNMENT

19.1       SUCCESSORS AND ASSIGNS

           Subject to the provisions of this Clause 19, this Agreement shall
           inure to the benefit of and be binding upon the successors and
           assigns of the parties hereto. This Agreement and/or the rights of
           either party hereunder shall not be assigned or transferred in any
           manner whatsoever, in whole or in part, by either party without the
           prior written consent of the other party, such consent not to be
           unreasonably withheld by AVSA in the case of any assignment by
           Northwest of its rights hereunder to (CONFIDENTIAL MATERIAL OMITTED
           AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
           PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

           Notwithstanding anything herein to the contrary, AVSA may at any time
           without Northwest's consent, assign any of its rights to receive
           money and any of its duties to effect the sale and delivery of any
           Aircraft or any of its responsibilities, duties or obligations to
           perform any other obligations hereunder to the Manufacturer, any of
           the Associated Contractor, ASCO or to any Affiliate of the Seller,
           the Manufacturer or any Associated Contractor (CONFIDENTIAL MATERIAL
           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

19.2       AVSA'S DESIGNATIONS

           AVSA may at any time by notice to Northwest designate particular
           facilities or particular personnel of the Manufacturer, ASCO, any of
           the Associated Contractors or any Affiliate of the Manufacturer or
           any Associated Contractor at which or by whom the services to be
           performed under this Agreement shall be performed. AVSA may also
           designate the Manufacturer, any Associated Contractor or any
           Affiliate of the Manufacturer or any Associated Contractor as the
           party responsible on behalf of AVSA for providing to Northwest all or
           any of the services described in this Agreement. No such designation
           shall amend or modify, and AVSA shall remain fully obligated to
           perform, all of the obligations of AVSA in this Agreement.

19.3       ASSIGNMENT IN CASE OF RESALE OR LEASE

           In the event of the resale or lease of any Aircraft by Northwest
           following delivery thereof to Northwest, and subject to the delivery
           to AVSA of reasonable financial guarantees and protections and other
           terms as AVSA may reasonably require, Northwest's rights with respect
           to such Aircraft solely under Clauses 12, 13 and 17 and this
           Subclause 19.3 of this Agreement, shall inure to the benefit of such
           purchaser or

                                                                              82

<PAGE>

           lessee, as the case may be. Northwest shall furnish to AVSA a true
           copy of such agreement with such purchaser or lessor, clearly stating
           that such purchaser or lessor acknowledges that it is bound by and
           shall comply with all applicable terms, conditions and limitations of
           this Agreement. (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT)

19.4       FINANCING FOR PREDELIVERY Payments

           Nothwithstanding the provisions of Subclause 19.1, AVSA and Northwest
           will negotiate by a date no later than ninety (90) days following the
           execution of this Agreement, the terms under which AVSA will consent
           to the collateral assignment by Northwest of its rights and benefits
           under this Agreement to the extent necessary to secure, in the
           reasonable opinion of Northwest and AVSA, a financing facility to be
           negotiated between Northwest and the Propulsion Systems manufacturer
           under which Northwest will finance some or all of the Predelivery
           Payments paid or payable by Northwest hereunder.














                                                                              83
<PAGE>


20 -       DATA RETRIEVAL

           On AVSA's reasonable request, Northwest shall provide AVSA with all
           the necessary data, as customarily compiled by Northwest and
           pertaining to the operation of the Aircraft, to assist AVSA in making
           an efficient and coordinated survey of all reliability, maintenance,
           operational and cost data with a view to improving the safety,
           availability and operational costs of the Aircraft.




























                                                                              84
<PAGE>


21 -       TERMINATION FOR CERTAIN EVENTS

21.1       Any of the following shall be considered a material breach of, as
           applicable, Northwest's or AVSA's obligations under this Agreement
           ("Material Breach"):

           (1)    AVSA, Northwest or any other party shall commence any case,
                  proceeding or other action with respect to AVSA or Northwest
                  in any jurisdiction relating to bankruptcy, insolvency,
                  reorganization or relief from debtors or seeking a
                  reorganization, arrangement, winding-up, liquidation,
                  dissolution or other relief with respect to its debts and such
                  case, proceeding or action is not dismissed
                  within(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT).

           (2)    An action is commenced seeking the appointment of a receiver,
                  trustee, custodian or other similar official for AVSA or
                  Northwest for all or substantially all of its assets and such
                  action is not stayed or dismissed within (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT), or AVSA or Northwest makes a general assignment
                  for the benefit of its creditors.

           (3)    An action is commenced against AVSA or Northwest seeking
                  issuance of a warrant of attachment, execution, distraint or
                  similar process against all or any substantial part of its
                  assets and such action is not dismissed within(CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT).

           (4)    AVSA or Northwest is generally unable to pay its debts as they
                  come due.

           (5)    There is a liquidation, winding up or analogous event with
                  respect to Northwest or AVSA.

           (6)    Northwest fails to make any Predelivery Payment required to be
                  made pursuant to this Agreement when such payment comes due or
                  fails to make payment of all or part of the Final Contract
                  Price required to be made pursuant to Subclause 6.3 of this
                  Agreement.

           (7)    Northwest defaults on any payment of principal or interest on
                  any indebtedness or


                                                                        85
<PAGE>


                  in the payment of any guarantee obligation, to AVSA or any of
                  its Affiliates.

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

           (9)    Northwest defaults in its obligation to take delivery of an
                  Aircraft, or AVSA defaults in its obligation to deliver an
                  Aircraft as provided in this Agreement.


                                                                         86
<PAGE>


           (10)   Northwest or AVSA, or any of AVSA's affiliates, defaults in
                  any material respect in the observance or performance of any
                  other material covenant or undertaking contained in this
                  Agreement, and such default continues beyond the applicable
                  grace period (if any).

           (11)   AVSA or any of its Affiliates defaults in any material respect
                  in the observance or performance of any material covenant or
                  undertaking in the(CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT), and such
                  default continues beyond the applicable grace period (if any).

21.2     In the event of any Material Breach by either party, the other party
         shall at its option have the right to resort to any remedy under
         applicable law, including, without limitation, the right by written
         notice, effective immediately, to (i) suspend its performance under the
         Agreement, (ii) in the case of a Material Breach by Northwest,
         reschedule the delivery dates for Aircraft or for other goods and
         services, (iii) terminate this Agreement with respect to any or all
         Aircraft, services, data and other items undelivered or unfurnished on
         the effective date of such termination, (CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).


                                                                        87
<PAGE>


22 -       MISCELLANEOUS PROVISIONS

22.1       NOTICES

           All notices and requests required or authorized hereunder shall be
           given in writing either by personal delivery to a responsible officer
           of the party to whom the same is given or by commercial courier,
           certified air mail (return receipt requested), facsimile or other
           electronic transmission at the addresses and numbers set forth below.
           The date upon which any such notice or request is so personally
           delivered, or if such notice or request is given by commercial
           courier, certified air mail, facsimile or other electronic
           transmission, the date upon which sent, shall be deemed to be the
           effective date of such notice or request.

           AVSA shall be addressed at:

           2, rond-point Maurice Bellonte
           31700 BLAGNAC  FRANCE
           Attention:  Director - Contracts
           Telephone:      33 561 30 40 12
           Facsimile:      33 561 30 40 11

           NORTHWEST SHALL BE ADDRESSED AT:

           Treasurer
           Northwest Airlines, Inc.
           5101 Northwest Drive
           St. Paul, MN  55111

           COURIER:

           Treasurer
           Northwest Airlines, Inc.
           2700 Lone Oak Parkway
           Eagan, MN  55121
           Telephone:  (612) 727-4882
           Facsimile:   (612) 726-0665

           From time to time, the party receiving the notice or request may
           designate another address or another person.


                                                                    88
<PAGE>


22.2       WAIVER

           The failure of either party to enforce at any time any of the
           provisions of this Agreement, to exercise any right herein provided
           or to require at any time performance by the other party of any of
           the provisions hereof shall in no way be construed to be a present or
           future waiver of such provisions nor in any way to affect the
           validity of this Agreement or any part hereof or the right of the
           other party thereafter to enforce each and every such provision. The
           express waiver by either party of any provision, condition or
           requirement of this Agreement shall not constitute a waiver of any
           future obligation to comply with such provision, condition or
           requirement.

22.3       INTERPRETATION AND LAW

           THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE
           THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
           OF NEW YORK.

           THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON
           CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS
           TRANSACTION.

22.4       CONFIDENTIALITY

           Subject to any legal or governmental requirements of disclosure, the
           parties (which for this purpose shall include their employees, agents
           and advisors) shall maintain the terms and conditions of this
           Agreement and any reports or other data furnished hereunder strictly
           confidential. Without limiting the generality of the foregoing,
           Northwest shall use reasonable efforts to limit the disclosure of the
           contents of this Agreement to the extent legally permissible in any
           filing required to be made by Northwest with any governmental agency
           and shall make such applications as shall be necessary to implement
           the foregoing.(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT) Northwest and AVSA shall consult with each
           other prior to the making of any public disclosure or filing,
           permitted hereunder, of this Agreement or the terms and conditions
           thereof. The provisions of this Subclause 22.4 shall survive any
           termination of this Agreement.

22.5       SEVERABILITY

           In the event that any provision of this Agreement should for any
           reason be held to be without effect, the remainder of this Agreement
           shall remain in full force and effect. To


                                                                           89
<PAGE>


           the extent permitted by applicable law, each party hereto hereby
           waives any provision of law which renders any provision of this
           Agreement prohibited or unenforceable in any respect.

22.6       ALTERATIONS TO CONTRACT

           This Agreement contains the entire agreement between the parties with
           respect to the subject matter hereof and thereof and supersedes any
           previous understanding, commitments or representations whatsoever,
           whether oral or written. This Agreement shall not be varied except by
           an instrument in writing of even date herewith or subsequent hereto
           executed by both parties or by their fully authorized
           representatives.

22.7       INCONSISTENCIES

           In the event of any inconsistency between the terms of this Agreement
           and the terms contained in either (i) the Specification, or (ii) any
           other Exhibit attached to this Agreement, in each such case the terms
           of such Specification or Exhibit shall prevail over the terms of this
           Agreement. For the purpose of this Subclause 22.7, the term Agreement
           shall not include the Specification or any other Exhibit hereto.

22.8       LANGUAGE

           All correspondence, documents and any other written matters in
           connection with this Agreement shall be in English.

22.9       HEADINGS

           All headings in this Agreement are for convenience of reference only
           and do not constitute a part of this Agreement.

22.10      COUNTERPARTS

           This Agreement may be executed by the parties hereto in separate
           counterparts, each of which when so executed and delivered shall be
           an original, but all such counterparts shall together constitute but
           one and the same instrument.


                                                                       90
<PAGE>


22.11      OPINION OF COUNSEL

           Northwest shall, concurrently with the execution of this Agreement,
           deliver to AVSA an opinion of counsel for Northwest reasonably
           satisfactory to AVSA and dated as of such date to the effect that (i)
           the execution, delivery and performance of this Agreement and the
           A330 Product Support Agreement are within the corporate power of
           Northwest, and (ii) this Agreement and the A330 Product Support
           Agreement have been duly executed and delivered by and constitute
           legal, valid and binding obligations of Northwest enforceable in
           accordance with their terms.


                                                                       91
<PAGE>


IN WITNESS WHEREOF, these presents were entered into as of the day and year
first above written.


AVSA, S.A.R.L.


By:   /s/ Francois Bensier
      ____________________________________


TITLE:   AVSA Chief Executive Officer


NORTHWEST AIRLINES, INC.


By: /s/ Gregory A. May
    ____________________________________


TITLE:   Vice President Aircraft Transactions
























                                                                              92
<PAGE>


                                                                       EXHIBIT A




                             STANDARD SPECIFICATION

The A330 Standard Specification is contained in a separate folder.

                                                                       Exh. A-1


<PAGE>


                            A330-300 OPTIONS SUMMARY                   EXHIBIT B


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

                                                                       Exh. B-1


<PAGE>


                                                                       EXHIBIT C

================================================================================
                      AVSA                      SCN No.
           SPECIFICATION CHANGE NOTICE          Issue
                      (SCN)                     Dated
                                                Page No.
--------------------------------------------------------------------------------

TITLE


DESCRIPTION


EFFECT ON WEIGHT
Manufacturer's Weight Empty Change:

Operational Weight Empty Change:

Allowable Payload Change:


REMARKS/REFERENCES
Response to RFC


SPECIFICATION CHANGED BY THIS SCN


THIS SCN REQUIRES PRIOR OR CONCURRENT ACCEPTANCE OF THE FOLLOWING SCN(s)

--------------------------------------------------------------------------------

PRICE PER AIRCRAFT

US DOLLARS:

AT DELIVERY CONDITIONS:

This change will be effective on ________________ Aircraft No.______________ and
subsequent provided approval is received by _________________________.

BUYER APPROVAL                                   SELLER APPROVAL

By:                                              By:


Title: (Authorized Finance Department Officer)   Date:

By:

Title:  (Authorized maintenance or flight operations officer)

Date:

================================================================================

                                                                       Exh. C-1


<PAGE>


================================================================================
                      AVSA                      SCN No.
           SPECIFICATION CHANGE NOTICE          Issue
                      (SCN)                     Dated
                                                Page No.
--------------------------------------------------------------------------------

SCOPE OF CHANGE  (FOR INFORMATION ONLY)






















================================================================================

                                                                       Exh. C-2


<PAGE>


                                                                       EXHIBIT D


                         AIRFRAME PRICE REVISION FORMULA


1.       BASE PRICE

         The Base Price of the Airframe is as quoted in Subclause 4.1.1 of the
         Agreement.

2.       BASE PERIOD

         The above Base Prices have been established in accordance with the
         averaged economic conditions prevailing in December 1998/January
         1999/February 1999 and corresponding to theoretical delivery conditions
         prevailing in January 2000 as defined by ECIb and ICb index values
         indicated in Paragraph 4 of this Appendix D.

         These Base Prices are subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Appendix D.

         ECIb and ICb index values indicated in Paragraph 4 of this Appendix D
         will not be subject to any revision of these indexes.

3.       REFERENCE INDEXES

         LABOR INDEX: Published quarterly by the US Department of Labor, Bureau
         of Labor Statistics, in "News" (Table 6: "Employment Cost Index for
         wages and salaries for private industry workers by industry and
         occupational group" (NOT SEASONALLY ADJUSTED)), or such other names
         that may be from time to time used for the publication title and/or
         table. The index is found under aircraft manufacturing with a standard
         industrial classification code of SIC 3721 (hereinafter referred to as
         "ECI-SIC-3721W") (Base month and year June 1989 = 100).

         MATERIAL INDEX: Published monthly by the US Department of Labor, Bureau
         of Labor Statistics, in "PPI Detailed Report" (Table 6: "Producer
         prices indexes and percent changes for commodity groupings and
         individual items, not seasonally adjusted"), or such other names that
         may be from time to time used for the publication title and/or table.
         The index is found under industrial commodities (hereinafter referred
         to as "IC-Index") (Base year 1982 = 100).

                                                                       Exh. D-1


<PAGE>


4 -      REVISION FORMULA

         Pn       =        (Pb + F) (0.75 ECIn/ECIb + 0.25 ICn/ICb)

         Where

         Pn       =        Revised Base Price of the Airframe at delivery of the
                           Aircraft.

         Pb                = Base Price of the Airframe at economic conditions
                           December 1998/January 1999/February 1999 averaged
                           (January 2000 delivery conditions).

         F        =        (0.005 x N x Pb) Where  N = The calendar year of
                           delivery of the Aircraft minus 2000.

         ECIn     =        The arithmetic average of the latest published values
                           available at the date of Aircraft delivery for
                           ECI-SIC-3721W for the llth, l2th and l3th months
                           prior to the month of delivery of the Aircraft (1
                           decimal), where the quarterly value for the third
                           month of a quarter (March, June, September and
                           December) will be deemed to apply for the two
                           preceding months.

         ECIb     =        ECI-SIC-3721W for December l998/January 1999/February
                           1999 averaged (= 139.0).

         ICn      =        The arithmetic average of the latest published values
                           available at the date of Aircraft delivery for the
                           IC-Index for the llth, l2th and l3th months prior to
                           the month of delivery of the Aircraft (l decimal).

         ICb      =        IC-Index for December 1998/January 1999/February 1999
                           averaged (=123.0).

         In determining the Revised Base Price at delivery of the Aircraft, each
         quotient will be calculated to the nearest ten thousandth (4 decimals).
         If the next succeeding place is five (5) or more, the preceding decimal
         place will be raised to the next higher figure. The final factor will
         be rounded to the nearest ten thousandth (4 decimals). After final
         computation, Pn will be rounded to the next whole number (0.5 or more
         rounded to l).

                                                                       Exh. D-2


<PAGE>


5.       GENERAL PROVISIONS

5.1      SUBSTITUTION OF INDEXES

         In the event that:

         (i)      the U.S. Department of Labor substantially revises the
                  methodology of calculation of any of the indexes referred to
                  hereabove, or

         (ii)     the U.S. Department of Labor discontinues, either temporarily
                  or permanently, any of the indexes referred to hereabove, or

         (iii)    the data samples used to calculate any of the indexes referred
                  to hereabove are substantially changed,

         AVSA will select a substitute index.

         Such substitute index will reflect as closely as possible the actual
         variations of the wages or of the material costs, as the case may be,
         used in the calculation of the original index.

         As a result of this selection of a substitute index, AVSA will make an
         appropriate adjustment to its price revision formula, allowing to
         combine the successive utilization of the original index and of the
         substitute index.

5.2      FINAL INDEX VALUES

         The Revised Base Price at the date of Aircraft delivery will be final
         and will not be subject to further adjustments of any kind and for any
         reason to the applicable indexes as published at the date of Aircraft
         delivery.

                                                                       Exh. D-3


<PAGE>


                                                                  EXHIBIT E (GE)


                     GENERAL ELECTRIC PRICE REVISION FORMULA


l.       REFERENCE PRICE

         The Reference Price of the General Electric CF6-80E1-A3 Propulsion
         Systems is as quoted in Subclause 4.1.2.1 of the Agreement

         This Reference Price is valid for Aircraft delivered no later than
         December 31, 2008, and is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Exhibit E.

2.       REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

         The above Reference Price has been established in accordance with
         economic conditions averaged for the 11th, 12th and 13th months prior
         to delivery (April 1998 theoretical delivery conditions), as defined by
         General Electric by the Reference Composite Price Index of 151.09.

3.       REFERENCE INDEXES

         LABOR INDEX: "Aircraft Engines and Engine Parts," Standard Industrial
         Classification 3724--Average hourly earnings (hereinafter referred to
         as "HE SIC 3724") published by the US Department of Labor, Bureau of
         Labor Statistics, in "Employment and Earnings," (Table B-15: Average
         hours and earnings of production or nonsupervisory workers on private
         nonfarm payrolls by detailed industry) or such other names that may be
         from time to time used for the publication title and/or table.

         MATERIAL INDEX: "Industrial Commodities" (hereinafter referred to as
         "IC-Index"), published monthly by the US Department of Labor, Bureau of
         Labor Statistics, in "PPI Detailed Report" (Table 6: Producer prices
         indexes and percent changes for commodity groupings and individual
         items, not seasonally adjusted) or such other names that may be from
         time to time used for the publication title and/or table. (Base year
         1982 = 100).

                                                                  Exh. E. (GE)-1


<PAGE>


4.       REVISION FORMULA

         Pn       =        Pb  x  CPIn/151.09

         Where

         Pn       =        Revised Reference Price the Propulsion Systems at
                           delivery of the Aircraft.

         Pb       =        Reference Price as defined in Paragraph 1 of this
                           Exhibit E.

         CPIn     =        Composite Price Index applicable for the month of
                           delivery of the Aircraft.

                           Said Composite Price Index is composed as follows:

                           CPIn = 0.65 x HEn + 0.35 x ICn

         Where

         HEn      =        The arithmetic average of the HE SIC 3724 Index
                           available at the delivery date of the Aircraft for
                           the 11th, 12th and 13th months prior to the month of
                           delivery of the Aircraft each of which is divided by
                           11.16 and multiplied by 100.

         ICn      =        The arithmetic average of the IC-Index available at
                           the delivery date of the Aircraft for the 11th, 12th
                           and 13th months prior to the month of delivery of the
                           Aircraft.

         In each computation, if the next succeeding place is five (5) or more,
         the preceding decimal place will be raised to the next higher figure.

         The division of HE SIC 3724 Index by 11.16 as described in HEn above
         will be rounded to the nearest third decimal place. The HE SIC 3724
         Index average (HEn) and the IC-Index average (ICn) will be rounded to
         the nearest second decimal place.

         Each product (0.65xHEn and 0.35xICn) will be rounded to the nearest
         fourth decimal place.

         CPIn will be rounded to the nearest second decimal place.

                                                                  Exh. E(GE)-2


<PAGE>


         The final factor (CPIn/151.09) will be rounded to the nearest third
         decimal place.

         After final computation, Pn will be rounded to the nearest whole
         number.

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the Aircraft will be the
         final price and will not be subject to further adjustments in the
         indexes.

5.2      If the US Department of Labor substantially revises the methodology of
         calculation of the published indexes "Standard Industrial
         Classification 3724" or "Industrial Commodities" or discontinues either
         of these indexes, AVSA will reflect the substitute for the revised or
         discontinued index selected by General Electric, such substitute index
         to lead in application to the same adjustment result, insofar as
         possible, as would have been achieved by continuing the use of the
         original index as it may have fluctuated had it not been revised or
         discontinued.

         Appropriate revision of the formula will be made to accomplish this
         result.

5.4      Should the above escalation provisions become null and void by action
         of the US Government, the Reference Price will be adjusted to reflect
         increases in the cost of labor and material which have occurred from
         the period represented by the applicable Reference Price Indexes to the
         twelfth (12) month prior to the scheduled delivery month of the
         Aircraft.

5.5      Should the ratio CPIn/151.09 be lower than 1.000, then Pn will be equal
         to Pb.

                                                                  Exh. E(GE)-3


<PAGE>

                                                                  EXHIBIT E (PW)


                     PRATT & WHITNEY PRICE REVISION FORMULA

1.       REFERENCE PRICE

         The Reference Price of the Pratt & Whitney PW 4168A Propulsion Systems
         is as quoted in Subclause 4.1.2.2 of the Agreement.

         This Reference Price is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Exhibit E.

2.       REFERENCE PERIOD

         The above Reference Price has been established in accordance with the
         economic conditions prevailing in December 1998, as defined, according
         to Pratt & Whitney, by the HEb and ICb index values indicated in
         Paragraph 4 of this Exhibit E.

3.       REFERENCE INDEXES

         LABOR INDEX: "Aircraft Engines and Engine Parts," Standard Industrial
         Classification 3724--Average hourly earnings (hereinafter referred to
         as "HE SIC 3724"), published by the US Department of Labor, Bureau of
         Labor Statistics, in "Employment and Earnings," (Table B-15: Average
         hours and earnings of production or nonsupervisory workers on private
         nonfarm payrolls by detailed industry) or such other names that may be
         from time to time used for the publication title and/or table.

         MATERIAL INDEX: "Industrial Commodities" (hereinafter referred to as
         "IC-Index"), published monthly by the US Department of Labor, Bureau of
         Labor Statistics, in "PPI Detailed Report" (Table 6: Producer prices
         indexes and percent changes for commodity groupings and individual
         items, not seasonally adjusted) or such other names that may be from
         time to time used for the publication title and/or table. (Base year
         1982 = 100).

                                                                    Exh. E(PW)-1
<PAGE>

4.       REVISION FORMULA

         Pn       =        Pb x [0.65(HEn/HEb) + 0.35(ICn/ICb)]

         Where

         Pn       =        Revised Reference Price of the Propulsion Systems at
                           delivery of the Aircraft

         Pb       =        Reference Price at economic conditions December 1998

         HEn      =        HE SIC 3724 for the sixth month prior to the month of
                           delivery of the Aircraft

         HEb      =        HE SIC 3724 for December 1998 (= 19.33)

         ICn      =        IC-Index for the sixth month prior to the month of
                           delivery of the Aircraft

         ICb      =        IC-Index for December 1998 (= 123.3)

         In each computation, if the next succeeding place is five (5) or more
         the preceding decimal place will be raised to the next higher figure.
         In determining the Revised Reference Price, each quotient will be
         calculated to the nearest ten thousandth (4 decimals). The final factor
         will be rounded to the nearest ten-thousandth (4 decimals).

         After final computation, Pn will be rounded to the next whole number.

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the Aircraft will be the
         final price and will not be subject to further adjustments in the
         indexes.

5.2      The Revised Reference Price at delivery of the Aircraft will in no
         event be less than the Reference Price defined in Paragraph 1 of this
         Exhibit E.

5.3      If no final index value is available for any of the applicable months,
         the published preliminary figures will be the basis on which the
         Revised Reference Price will be computed.

                                                                    Exh. E(PW)-2
<PAGE>

5.4      If the US Department of Labor substantially revises the methodology of
         calculation of the indexes referred to in this Exhibit E or
         discontinues any of these indexes, AVSA will, reflect the substitute
         for the revised or discontinued index selected by Pratt & Whitney, such
         substitute index to lead in application to the same adjustment result,
         insofar as possible, as would have been achieved by continuing the use
         of the original index as it may have fluctuated had it not been revised
         or discontinued.

         Appropriate revision of the formula will be made to accomplish this
         result.

5.5      Should the above escalation provisions become null and void by action
         of the US Government, the Reference Price will be adjusted to reflect
         increases in the cost of labor and material, which have occurred from
         the period represented by the applicable Reference Price Indexes to the
         sixth month prior to the scheduled delivery of the Aircraft.

                                                                    Exh. E(PW)-3
<PAGE>

                                                                  EXHIBIT E (RR)

                       ROLLS ROYCE PRICE REVISION FORMULA

1.       REFERENCE PRICE

         The Reference Price of the Rolls Royce RB 211 Trent 772 Propulsion
         Systems is as quoted in Subclause 4.1.2.3 of the Agreement.

         This Reference Price is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Exhibit E.

2.       REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

         The above Reference Price has been established in accordance with the
         averaged economic conditions prevailing in December 1998, January 1999
         and February 1999 (theoretical delivery conditions of January 2000), as
         defined, according to Rolls Royce, by the HEb, MMPb and EPb index
         values indicated in Paragraph 4 of this Exhibit E.

3.       REFERENCE INDEXES

         LABOR INDEX: "Aircraft Engines and Engine Parts," Standard Industrial
         Classification 3724--Average hourly earnings (hereinafter referred to
         as "HE SIC 3724"), published by the US Department of Labor, Bureau of
         Labor Statistics, in "Employment and Earnings," (Table B-15: Average
         hours and earnings of production or nonsupervisory workers on private
         nonfarm payrolls by detailed industry) or such other names that may be
         from time to time used for the publication title and/or table.

         MATERIAL INDEX: "Metals and Metal Products" Code l0 (hereinafter
         referred to as "MMP-Index"), published monthly by the US Department of
         Labor, Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6:
         Producer prices indexes and percent changes for commodity groupings and
         individual items, not seasonally adjusted) or such other names that may
         be from time to time used for the publication title and/or table. (Base
         year 1982 = 100).

         ENERGY INDEX: "Fuels and Related Products and Power" Code 5
         (hereinafter referred to as "EP-Index"), published monthly by the US
         Department of Labor, Bureau of Labor Statistics, in "PPI Detailed
         Report" (Table 6: Producer prices indexes and percent changes for
         commodity groupings and individual items, not seasonally adjusted) or
         such other names that may be from time to time used for the publication
         title and/or table.
         (Base year 1982 = 100).

                                                                    Exh. E(RR)-1
<PAGE>

4.       REVISION FORMULA

         Pn       =        (Pb + F) x (0.60 x HEn/HEb + 0.30 x MMPn/MMPb + 0.10
                           x EPn/EPb)

         Where

         Pn       =        Revised Reference Price of the Propulsion Systems at
                           delivery of the Aircraft

         Pb       =        Reference Price at averaged economic conditions
                           December 1998/January 1999/February 1999

         F        =        (0.005 x N x Pb) Where N = the calendar year of
                           delivery of the Aircraft minus 2000

         HEn      =        HE SIC 3724 for the 13th, 12th and 11th months
                           averaged prior to the month of delivery of the
                           Aircraft (rounded to the third decimal place).

         HEb      =        HE SIC 3724 for December 1998/January 1999/February
                           1999 averaged (= 19.267)

         MMPn     =        MMP-Index for the 13th, 12th and 11th months
                           averaged prior to the month of delivery of the
                           Aircraft (rounded to the second decimal place).

         MMPb     =        MMP-Index for December 1998/January 1999/February
                           1999 averaged (= 123.63)

         EPn      =        EP-Index for the 13th, 12th and 11th months
                           averaged prior to the month of delivery of the
                           Aircraft (rounded to the second decimal place).

         EPb      =        EP-Index for averaged December 1998/January
                           1999/February 1999 (= 69.70)

         Each quotient ((0.60 HEn)/HEb, (0.30 MMPn)/MMPb, (0.10 EPn)/EPb) will
         be calculated to the nearest ten thousandth (4 decimals). If the next
         succeeding decimal place is five (5) or more, the preceding decimal
         place will be raised to the next higher figure.

         After final computation, Pn will be rounded to the next whole number.

                                                                    Exh. E(RR)-2
<PAGE>

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the Aircraft will be the
         final price and will not be subject to further adjustments in the
         indexes.

5.2      If the US Department of Labor substantially revises the methodology of
         calculation of the indexes referred to in this Exhibit E or
         discontinues any of these indexes, AVSA will, reflect the substitute
         for the revised or discontinued index selected by Rolls Royce, such
         substitute index to lead in application to the same adjustment result,
         insofar as possible, as would have been achieved by continuing the use
         of the original index as it may have fluctuated had it not been revised
         or discontinued.

         Appropriate revision of the formula will be made to accomplish this
         result.

5.3      Should the above escalation provisions become null and void by action
         of the US Government, the Reference Price will be adjusted to reflect
         increases in the cost of labor, material and fuel which have occurred
         from the period represented by the applicable Reference Price Indexes
         to the twelfth month prior to the scheduled month of delivery of the
         Aircraft.

                                                                    Exh. E(RR)-3
<PAGE>

                                                                       EXHIBIT F

                            CERTIFICATE OF ACCEPTANCE
                                FOR A330 AIRCRAFT


In accordance with the terms of that certain A330 Purchase Agreement dated as of
____________, between Northwest Airlines, Inc., ("NORTHWEST") and AVSA, S.A.R.L.
("AVSA") (the "Purchase Agreement"), the acceptance tests relating to the Airbus
A330 aircraft, Manufacturer's Serial Number: _____, U.S. Registration Number:
______ with two (2) [Pratt & Whitney PW 4168A] [General Electric
CF6-80-E1A3][Rolls Royce Trent 772B] series propulsion systems installed
thereon, serial nos. ______ (position #1) and _______ (position #2) (the "A330
Aircraft"), have taken place at _______________ on the ____ day of
_____________, ____.

In view of said tests having been carried out with satisfactory results,
NORTHWEST hereby approves the A330 Aircraft as being in conformity with the
provisions of the Purchase Agreement.

Said acceptance does not impair the rights of NORTHWEST that may be derived from
the warranties relating to the A330 Aircraft set forth in the Purchase
Agreement.

NORTHWEST specifically recognizes that it has waived any right it may have at
law or otherwise to revoke this acceptance of the A330 Aircraft.



                                   RECEIPT AND ACCEPTANCE OF THE ABOVE-DESCRIBED
                                   A330 AIRCRAFT ACKNOWLEDGED

                                   NORTHWEST AIRLINES, INC.


                                   By: /s/ Gregory A. May
                                       _____________________________________

                                   Its: Vice President Aircraft Transactions
                                        ____________________________________

                                                                        Exh. F-1
<PAGE>

                                                                       EXHIBIT G

                           SELLER SERVICE LIFE POLICY


1.            The Items of primary and auxiliary structure described hereunder
              are covered by the Service Life Policy described in Subclause 12.2
              of the Agreement.

2.            WINGS - CENTER AND OUTER WING BOX

2.1           SPARS

2.2           RIBS INSIDE THE WING BOX

2.3           UPPER AND LOWER PANELS OF THE WING BOX

2.4           FITTINGS

2.4.1         Attachment fittings for the flap structure

2.4.2         Attachment fittings for the engine pylons

2.4.3         Attachment fittings for the main landing gear

2.4.4         Attachment fittings for the center wing box

2.5           AUXILIARY SUPPORT STRUCTURE

2.5.1         FOR THE SLATS:

2.5.1.1       Ribs supporting the track rollers on wing box structure

2.5.1.2       Ribs supporting the actuators on wing box structure

2.5.2         FOR THE AILERONS:

2.5.2.1       Hinge brackets and ribs on wing box rear spar or shroud box

2.5.2.2       Actuator fittings on wing box rear spar or shroud box

2.5.3         FOR AIRBRAKES, SPOILERS, LIFT DUMPERS:

2.5.3.1       Hinge brackets and ribs on wing box rear spar or shroud box

                                                                       Exh. G-1
<PAGE>

2.5.3.2       Actuator fittings on wing box rear spar or shroud box

3.            FUSELAGE

3.1           FUSELAGE STRUCTURE

3.1.1         Fore and aft bulkheads

3.1.2         Pressurized floors and bulkheads surrounding the main and nose
              gear wheel well and center wing box

3.1.3         Skins with doublers, stringers and frames from the forward
              pressure bulkheads to the frame supporting the rear attachment of
              horizontal stabilizer

3.1.4         Window and windscreen attachment structure but excluding
              transparencies

3.1.5         Passenger and cargo doors internal structure

3.1.6         Sills excluding scuff plates and upper beams surrounding passenger
              and cargo door apertures

3.1.7         Cockpit floor structure and passenger cabin floor beams excluding
              floor panels and seat rails

3.1.8         Keel beam structure

3.2           FITTINGS

3.2.1         Landing gear attachment fittings

3.2.2         Support structure and attachment fittings for the vertical and
              horizontal stabilizers

                                                                       Exh. G-2
<PAGE>

4.            STABILIZERS

4.1           HORIZONTAL STABILIZER MAIN STRUCTURAL BOX

4.1.1         Spars

4.1.2         Ribs

4.1.3         Upper and lower skins and stringers

4.1.4         Attachment fittings to fuselage and trim screw actuator

4.1.5         Elevator support structure

4.1.5.1       Hinge bracket

4.1.5.2       Servocontrol attachment brackets

4.2           VERTICAL STABILIZER MAIN STRUCTURAL BOX

4.2.1         Spars

4.2.2         Ribs

4.2.3         Skins and stringers

4.2.4         Attachment fittings to fuselage

4.2.5         Rudder support structure

4.2.5.1       Hinge brackets

4.2.5.2       Servocontrol attachment brackets

5.            Bearing and roller assemblies, bearing surfaces, bushings, bolts,
              rivets, access and inspection doors, including manhole doors,
              latching mechanisms, all system components, commercial interior
              parts, insulation and related installation and connecting devices
              are excluded from this Seller Service Life Policy.

                                                                       Exh. G-3
<PAGE>


                                                                       EXHIBIT H


                                  BILL OF SALE
                                FOR A330 AIRCRAFT

Know all persons by these presents that AVSA, S.A.R.L. ("AVSA"), a SOCIETE A
RESPONSABILITE LIMITEE organized and existing under the laws of the Republic of
France,whose address is 2 rond-point Maurice Bellonte, 31700 Blagnac, FRANCE, is
the owner of the title to the following airframe (the "AIRFRAME"), the attached
engines as specified (the "ENGINES") and all appliances, components, parts,
instruments, accessories, furnishings, modules and other equipment of any
nature, excluding buyer furnished equipment, incorporated therein, installed
thereon or attached thereto on the date hereof (the "PARTS"):

MANUFACTURER OF AIRFRAME:           MANUFACTURER OF ENGINES:
------------------------            ------------------------

AIRBUS INDUSTRIE G.I.E.             [GENERAL ELECTRIC]
                                    [PRATT & WHITNEY]
                                    [ROLLS ROYCE]

MODEL:                              MODEL:
-----                               -----

A330-300                            [CF6-80-E1A3] [PW 4168A] [TRENT 772B]

                                    SERIAL NUMBERS:
MANUFACTURER'S                      --------------
SERIAL NUMBER:    [        ]        LH :  [        ]
-------------                       RH :  [        ]

REGISTRATION NO:  [        ]
---------------

The Airframe, Engines and Parts are hereafter together referred to as the
aircraft (the "A318 AIRCRAFT").

AVSA does this ___ day of _______________ sell, transfer and deliver all of
its above described rights, title and interest to the A330 Aircraft to the
following company forever, said A330 Aircraft to be the property thereof:

NORTHWEST AIRLINES, INC. (the "Buyer")

AVSA hereby warrants to the Buyer that it has on the date hereof good and
lawful right to sell, deliver and transfer title to the A330 Aircraft to the
Buyer and that there is hereby conveyed to the Buyer on the date hereof good,
legal and valid title to the A330 Aircraft, free and clear of all liens,
claims, charges, encumbrances and rights of others.

                                                                     Exh. H-1

<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this ______ day of [       ]

AVSA, S.A.R.L.

By:   Francois Bensier

Title:   AVSA Chief Executive Officer

Signature:  /s/ Francois Bensier





                                                                     Exh. H-2

<PAGE>

                             LETTER AGREEMENT NO. 1


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  PURCHASE INCENTIVES

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by
AVSA and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 1 (the "Letter Agreement") certain
additional terms and conditions regarding the sale of the Aircraft provided
for in the Agreement. Capitalized terms used herein and not otherwise defined
in this Letter Agreement shall have the meanings assigned thereto in the
Agreement. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

         The parties hereto agree that this Letter Agreement shall constitute
an integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement
shall govern.

1.           AVSA CREDIT MEMORANDA FOR ALL AIRCRAFT

1.1          AVSA will provide to Northwest upon delivery of each Aircraft the
             credit memoranda listed below in Subparagraphs 1.1(i) through
             1.1(v):

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

                                                                          LA1-1

<PAGE>

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

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

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

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

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

                  Hereinafter, the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)are
                  collectively referred to as the "AVSA Credit Memoranda."

1.2               The AVSA Credit Memoranda have been established in accordance
                  with January 2000 delivery conditions (dollars) and will be
                  revised to the actual delivery date of each Aircraft in
                  accordance with the Airframe Price Revision Formula set forth
                  in Exhibit D to the Agreement.

1.3               Each AVSA Credit Memorandum will be applied by AVSA against
                  the Final Contract Price of each Aircraft.

2.                CREDIT MEMORANDA FOR FIRM AIRCRAFT

2.1               AVSA will provide to Northwest upon delivery of each of the
                  twenty-four (24) Firm Aircraft the credit memoranda listed
                  below in Subparagraphs 1.1(i) through 1.1(ii):

                                                                          LA1-2

<PAGE>

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

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

2.2               The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT) has been established in accordance
                  with January 2000 delivery conditions (dollars) and will be
                  revised to the actual delivery date of each Aircraft in
                  accordance with the Airframe Price Revision Formula set forth
                  in Exhibit D to the Agreement. (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

2.3               Each (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT) and (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                  will be applied by AVSA against the Final Contract Price of
                  each Firm Aircraft.

3.                CREDITS AS PRICE ADJUSTMENT

                  AVSA and Northwest agree that credits offered to Northwest
                  pursuant to the provisions of this Letter Agreement are
                  intended to constitute an adjustment to the purchase price of
                  the Aircraft associated thereto. Nothing in this Letter
                  Agreement should be read to provide an inference as to the
                  characterization of credits found in clauses or paragraphs of
                  the Agreement other than this Letter Agreement.

4.                ASSIGNMENT

                  Notwithstanding any other provision of this Letter Agreement
                  or of the

                                                                          LA1-3

<PAGE>

                  Agreement, this Letter Agreement and the rights and
                  obligations of Northwest hereunder shall not be assigned or
                  transferred in any manner without the prior written consent of
                  AVSA, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 4 shall be
                  void and of no force or effect.

                  If the foregoing correctly sets forth our understanding,
                  please execute the original and one (1) copy hereof in the
                  space provided below and return both copies to AVSA.


                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.


By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________



                                                                          LA1-4

<PAGE>

                             LETTER AGREEMENT NO. 2


                                                         As of December 21, 2000

Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  OPTIONS AND FLEXIBILITY

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 2 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft provided for in the
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement will have the meanings assigned thereto in the Agreement. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.

         The parties hereto agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       DELIVERY SCHEDULE

         Unless otherwise specifically requested by Northwest, (CONFIDENTIAL
         MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

                                                                           LA2-1
<PAGE>

2.       OPTION AIRCRAFT

2.1      DELIVERY SCHEDULE

         The Option Aircraft will be scheduled for delivery at the rate of two
         per quarter starting in the calendar quarter immediately after the
         month of delivery of the last Firm Aircraft.

2.2      OPTION EXERCISE

         Northwest may exercise its option to purchase each Option Aircraft
         scheduled for delivery (CONFIDENTIAL MATERIAL OMMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) by (i) giving written notice to
         AVSA (the "Option Exercise Notice") no later than(CONFIDENTIAL MATERIAL
         OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)months
         prior to the (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) and (ii) concurrently with such notice, paying
         AVSA any Predelivery Payments due accordance with Letter Agreement No.
         8 to the Agreement. On AVSA's receipt of the Option Exercise Notice and
         receipt of any Predelivery Payments due in respect of an Option
         Aircraft, such Option Aircraft will be converted to a firm order and
         will be deemed an "Aircraft" for all purposes of the Agreement.

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

         In respect of each Option Aircraft refused by Northwest, Northwest and
         AVSA will have no more rights or obligations.

3.       PURCHASE  RIGHT AIRCRAFT

3.1       PURCHASE RIGHT AIRCRAFT EXERCISE

3.1.1    In addition to the Option Aircraft AVSA grants Northwest the right to
         purchase up to (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)additional Aircraft (the "Purchase Right
         Aircraft"). On Northwest's written request, AVSA will, subject to
         availability and AVSA's and the Manufacturer's industrial and
         commercial constraints, offer Northwest all Available Delivery
         Positions within the timeframe requested by Northwest, for a Purchase
         Right Aircraft. Northwest

                                                                           LA2-2
<PAGE>

         will accept any of such Available Delivery Positions by paying all
         Predelivery Payments(CONFIDENTIAL MATERIAL OMMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
         A REQUEST FOR CONFIDENTIAL TREATMENT). Payment will be due within
         (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) Working Days of AVSA's advice regarding a
         delivery position and will constitute Northwest's exercise of its
         right to convert a Purchase Right Aircraft into a firmly ordered
         Aircraft (a "Purchase Right Aircraft Exercise").

3.1.2    For the purpose of this Paragraph 3, the term "Available Delivery
         Position(s)" in the singular or plural will mean any delivery
         positions(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), it being understood that such Available
         Delivery Positions will be subject to (CONFIDENTIAL MATERIAL OMMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Available Delivery
         Positions pursuant to the provisions of this Letter Agreement.

3.1.3    In respect of each Purchase Right Aircraft for which AVSA has offered
         Northwest Available Delivery Positions and Northwest fails to pay the
         applicable Predelivery Payments, Northwest and AVSA will have no more
         rights or obligations with respect to the offer of such Available
         Delivery Positions in response to Northwest's current request.

3.2      APPLICABLE TERMS

         On Purchase Right Aircraft Exercise, (i) the price terms that apply to
         Option Aircraft will be extended to the applicable Purchase Right
         Aircraft, so long as such Purchase Right Aircraft is scheduled for
         delivery to Northwest before the end of(CONFIDENTIAL MATERIAL OMMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT), (ii) all other terms
         and conditions in the Agreement that apply to Aircraft will apply to
         such Purchase Right Aircraft, and (iii) such Purchase Right Aircraft
         will be deemed to be an Aircraft.

3.3      PURCHASE RIGHT AIRCRAFT AS A340 AIRCRAFT

         In the event that Northwest desires an A340-500 or A340-600 aircraft as
         a Purchase Right Aircraft, it will so inform AVSA and AVSA and
         Northwest willcomply with Subparagraphs 3.1 and 3.2 MUTATIS MUTANDIS,
         subject to agreement between AVSA and Northwest on the terms and
         conditions applicable

                                                                           LA2-3
<PAGE>

         to the Converted Firm A340-500 Aircraft or Converted Firm A340-600
         Aircraft defined below in Subparagraph 4.3.

4.       CONVERSION

4.1      CONVERSION RIGHTS TO A330-200

         AVSA grants Northwest the right to convert each Firm Aircraft starting
         with the (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Firm Aircraft scheduled for delivery, each
         Option Aircraft that has become an A330-300 model Aircraft as the
         result of an option exercise, and each Purchase Right Aircraft that has
         been converted to an Aircraft in accordance with Paragraph 3 above into
         a firmly ordered A330-200 aircraft (the "Converted Firm A330-200
         Aircraft"). Northwest may exercise this right by giving written notice
         to AVSA no later than (CONFIDENTIAL MATERIAL OMMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)months prior to the first day of the
         month in which the Aircraft to be converted is scheduled for delivery
         (the "A330-200 Conversion Right"). The delivery position for a
         Converted Firm A330-200 Aircraft will be(CONFIDENTIAL MATERIAL OMMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

4.2      CONVERSION RIGHTS TO A330-500

         AVSA grants Northwest the right to convert each Option Aircraft that
         has become an A330-300 model Aircraft as the result of an option
         exercise and each Purchase Right Aircraft that has been converted to an
         Aircraft in accordance with Paragraph 3 above into a firmly ordered
         A330-500 aircraft (the "Converted Firm A330-500 Aircraft"). Northwest
         may exercise this right (the "A330-500 Conversion Right") subject to
         the following conditions:

         (i)      The A330-500 program having been launched industrially by the
                  Manufacturer at the time the A330-500 Conversion Right is
                  exercised.

         (ii)     The A330-500 aircraft having been available for delivery by
                  the Manufacturer for (CONFIDENTIAL MATERIAL OMMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)months before
                  the Converted Firm A330-500 Aircraft is scheduled for
                  delivery.

                                                                           LA2-4
<PAGE>

         (iii)    Northwest's giving AVSA notice no fewer than (CONFIDENTIAL
                  MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)months prior to the first day of the month in which
                  the Aircraft to be converted is scheduled for delivery, except
                  as set forth below in Subparagraph 4.2(iv).

         (iv)     In respect of Aircraft scheduled to be delivered within the
                  first year after delivery of the first A330-500 to any
                  customer, Northwest's giving AVSA notice no fewer than
                  (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)months prior to the first day of the
                  month in which the Aircraft to be converted is scheduled for
                  delivery.

         Subject to the conditions in this Subparagraph 4.2 (i) through (iv),
         AVSA will(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), subject further to AVSA's and the
         Manufacturer's industrial and commercial constraints, including
         industrial sequence of engine type certification.

4.3      CONVERSION RIGHTS TO A340-500 OR A340-600

         AVSA grants Northwest the right to convert (the "A340 Conversion
         Rights") each Option Aircraft and each Purchase Right Aircraft that has
         been converted to an Aircraft in accordance with Paragraph 3 above (an
         "Exercised Purchase Right Aircraft") into an A340-500 Firm Aircraft (a
         "Converted Firm A340-500 Aircraft") or an A340-600 Firm Aircraft (a
         "Converted Firm A340-600 Aircraft") under the following terms:

         (i)      Northwest's exercising A340 Conversion Rights for Option
                  Aircraft scheduled for delivery(CONFIDENTIAL MATERIAL OMMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)by
                  giving written notice to AVSA concurrent with exercise of its
                  option to purchase an Option Aircraft in accordance with
                  Subparagraph 2.2 above. The scheduled delivery date of the
                  Converted Firm A340-500 Aircraft or Converted Firm A340-600
                  Aircraft will be(CONFIDENTIAL MATERIAL OMMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT), subject to
                  AVSA's and the Manufacturer's industrial and commercial
                  constraints.

                                                                           LA2-5
<PAGE>

                  Northwest's exercise of an A340 Conversion Right for an Option
                  Aircraft will constitute exercise of the option to firmly
                  order this Option Aircraft, in accordance with Subparagraph
                  2.2 above

         (ii)     Northwest's giving written notice to AVSA no later than
                  (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT) months prior to the scheduled delivery
                  month of the Exercised Purchase Right Aircraft of its
                  intention to exercise an A340 Conversion Right and AVSA's
                  receiving any Predelivery Payments due in respect of a
                  Converted Firm A340-500 Aircraft or Converted Firm A340-600
                  Aircraft(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT).

         (iii)    Each A340 Conversion Right being subject to the agreement of
                  the manufacturer of the propulsion systems to be incorporated
                  as selected by Northwest. Northwest will indemnify AVSA for
                  any incremental costs imposed by the Propulsion Systems
                  manufacturer on AVSA, as the result of any contracts between
                  Northwest and the Propulsion Systems manufacturer, as a direct
                  result of this A340 Conversion Right.

         (iv)     Northwest's and AVSA's agreeing on the terms and conditions
                  applicable to the Converted Firm A340-500 Aircraft or
                  Converted Firm A340-600 Aircraft.

                                                                           LA2-6
<PAGE>

4.4      TERMS AND CONDITIONS OF A330 CONVERSION RIGHTS

         The A330-200 Conversion Right and the A330-500 Conversion Right will be
         referred to individually and collectively as an "A330 Conversion
         Right." All terms and conditions for Aircraft which have been the
         object of an A330 Conversion Right will remain the same as those terms
         and conditions applicable to the Aircraft before it was converted,
         except as follows:

4.4.1    Subclause 2.2 of the Agreement will be deleted in its entirety and
         replaced by the following:

         (i)      For Converted Firm A330-200 Aircraft

         QUOTE

         The Converted Firm A330-200 Aircraft will be manufactured in accordance
         with the A330-200 Standard Specification, Document No. G.000.02000,
         Issue 3, Revision 1, dated July 17, 1998 (the "Specification"). The
         Specification is annexed to Letter Agreement No. 2 as Exhibit 1 to
         Appendix A. The Specification may be further modified from time to time
         pursuant to the provisions of Clause 3 below.

         UNQUOTE

         (ii)     For Converted Firm A330-500 Aircraft

         QUOTE

         The Converted Firm A330-500 Aircraft will be manufactured in accordance
         with the A330-500 Standard Specification, Document No. TBD, Issue 1,
         dated TBD (the "Specification"). The Specification will include an MTOW
         of 228 metric tons and the enhanced cabin. The Specification may be
         further modified from time to time pursuant to the provisions of Clause
         3 below.

         UNQUOTE

4.4.2    Subclauses 4.1.1 and 4.1.2 of the Purchase Agreement will be deleted in
         their entirety and replaced by the following:

         (i)      For Converted Firm A330-200 Aircraft: Appendix A to this
                  Letter Agreement.

         (ii)     For Converted Firm A330-500 Aircraft: Appendix B to this
                  Letter Agreement.

                                                                           LA2-7
<PAGE>

4.4.3    Subclause 9.1 of the Agreement will be modified as appropriate.

4.4.4    Paragraphs 1 and 2 of Letter Agreement No. 1 to the Agreement will not
         apply. The pricing in Appendix A to this Letter Agreement will apply.

4.4.5    The(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)to the Agreement will apply to Converted Firm
         A330-200 Aircraft. (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) for the A330-500 aircraft will be developed
         using the same agreed principles and will be of a similar level of
         aggressiveness as the A330-300 guarantees.

4.4.6    The dispatch reliability guarantees contained in Letter Agreement No. 4
         to the Agreement will apply to Converted Firm A330-200 Aircraft.
         Dispatch reliability guarantees for the A330-500 aircraft will be
         developed using the same agreed principles and will be of a similar
         level of aggressiveness as the A330-300 guarantees.

4.4.7    The performance guarantees contained in Letter Agreement No. 5 to the
         Agreement will be developed for Converted Firm A330-200 Aircraft and
         Converted Firm A330-500 Aircraft using the same agreed principles and
         will be of a similar level of aggressiveness as the A330-300
         guarantees.

4.4.8    The terms and conditions of Letter Agreement No. 8 to the Agreement
         will be modified to reflect the(CONFIDENTIAL MATERIAL OMMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT).

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

               Northwest will have the right to request, at any time, the
         (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT). AVSA will endeavor to satisfy Northwest's
         request consistent with (CONFIDENTIAL MATERIAL OMMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT). Should an (CONFIDENTIAL MATERIAL

                                                                           LA2-8
<PAGE>

         OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)be
         exercised, then Northwest will pay to AVSA within (CONFIDENTIAL
         MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Working
         Days(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

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

6.1      Starting with(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

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

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

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


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

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

                                                                           LA2-9
<PAGE>

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

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

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

7.1      (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT

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

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

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


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

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

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

                                                                          LA2-10
<PAGE>

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

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

9.       IRREVOCABLE EXERCISE OF FLEXIBILITY RIGHTS

         The A330 Conversion Right, A340 Conversion Right,(CONFIDENTIAL MATERIAL
         OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) be
         referred to individually and collectively as a "Flexibility Right." A
         Firm Aircraft may benefit both from a (CONFIDENTIAL MATERIAL OMMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)and a(CONFIDENTIAL
         MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT), but
         otherwise no Aircraft may be the object of more than one Flexibility
         Right, except that an Aircraft which has benefited from the exercise of
         a (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) may also be the subject of a subsequent A330
         Conversion Right or A340 Conversion Right, unless agreed otherwise
         between Northwest and AVSA.

10.      ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder will not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 10
         will be void and of no force or effect.

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return both
copies to AVSA.

                                                                          LA2-11
<PAGE>

                                              Very truly yours, AVSA,
                                              S.A.R.L.


                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.


By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________

                                                                          LA2-12

<PAGE>

                                                                   APPENDIX A TO
                                                          LETTER AGREEMENT NO. 2


1.       PRICES FOR CONVERTED FIRM A330-200 AIRCRAFT

1.1      BASE PRICE OF THE AIRFRAME

1.1.1    The Base Price of the Airframe of the Converted Firm A330-200 Aircraft
         will be the sum of the Base Prices set forth below in (i) and (ii):

         (i)      the Base Price of the Standard Airframe for the Converted Firm
                  A330-200 Aircraft, as defined in the A330-200 Standard
                  Specification set forth in Exhibit 1 hereto hereto (excluding
                  Buyer Furnished Equipment, Propulsion Systems and SCNs), at
                  delivery conditions prevailing in January 2000, which is:

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

                           (US dollars--(CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT)), and

         (ii)     the Base Price of SCNs covering options selected by Northwest
                  from Exhibit 2 hereto, as it may be supplemented, which, at
                  delivery conditions prevailing in January 2000, is estimated
                  at:

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

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

1.1.2    The Base Price of the Airframe of each Converted Firm A330-200 Aircraft
         will be revised to the actual delivery date of such Converted Firm
         A330-200 Aircraft in accordance with the Airframe Price Revision
         Formula set forth in Subclause 5.1 of the Agreement.

1.2      BASE PRICE OF THE PROPULSION SYSTEMS

NWA - A330 - PA
<PAGE>

                                                                   APPENDIX A TO
                                                          LETTER AGREEMENT NO. 2

         The Base Price of the Propulsion Systems is set forth in Subclause
         4.1.2 of the Agreement.

2.       PURCHASE INCENTIVES

2.1      AVSA will provide to Northwest upon delivery of each applicable
         Converted Firm A330-200 Aircraft the credit memoranda listed below in
         Subparagraphs 2.1(i) to 2.1(vi), inclusive.

         (i)      for all Converted Firm A330-200 Aircraft, (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

         (ii)     for all Converted Firm A330-200 Aircraft, (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

         (iii)    for all Converted Firm A330-200 Aircraft, (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

         (iv)     for all Converted Firm A330-200 Aircraft, (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

         (v)      for all Converted Firm A330-200 Aircraft, (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

         (vi)     for all Converted Firm A330-200 Aircraft, (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

         (vii)    for each Converted Firm A330-200 Aircraft converted from Firm
                  Aircraft, (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT)

NWA - A330 - PA
<PAGE>

                                                                   APPENDIX A TO
                                                          LETTER AGREEMENT NO. 2

         (viii)   for each Converted Firm A330-200 Aircraft converted from Firm
                  Aircraft, (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT)

         Hereinafter, the (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) are collectively referred to as the "Converted
         Firm A330-200 Aircraft Credit Memoranda."

2.2      The Converted Firm A330-200 Aircraft Credit Memoranda have been
         established in accordance with January 2000 delivery conditions
         (dollars) and will be revised to the actual delivery date of each
         Converted Firm A330-200 Aircraft in accordance with the Airframe Price
         Revision Formula set forth in Exhibit D to the Agreement.

2.3      The Converted Firm A330-200 Aircraft Credit Memoranda will be applied
         by AVSA against the Final Contract Price of each Converted Firm
         A330-200 Aircraft.

3.       CREDITS AS PRICE ADJUSTMENT

         AVSA and Northwest agree that credits offered to Northwest pursuant to
         the provisions of this Letter Agreement are intended to constitute an
         adjustment to the purchase price of the Aircraft associated thereto.
         Nothing in this Letter Agreement should be read to provide an inference
         as to the characterization of credits found in clauses or paragraphs of
         the Agreement other than this Letter Agreement.



                                                                       EXHIBIT 1

                             STANDARD SPECIFICATION

The A330-200 Standard Specification is contained in a separate folder.



NWA - A330 - PA
<PAGE>
                                                                   APPENDIX A TO
                                                          LETTER AGREEMENT NO. 2



                                                                       EXHIBIT 2


For the A330-200 option summary, see Exhibit B to the Agreement.



NWA - A330 - PA


<PAGE>

                                                                   APPENDIX B TO
                                                          LETTER AGREEMENT NO. 2

1.       PRICES FOR CONVERTED FIRM A330-500 AIRCRAFT

1.1      BASE PRICE OF THE AIRFRAME

1.1.1    The Base Price of the Airframe will be the sum of the Base Prices set
         forth below in (i) and (ii):

         (i)      the Base Price of the Standard Airframe for the Converted Firm
                  A330-500 Aircraft, as defined in the A330-500 Standard
                  Specification set forth in Exhibit 1 hereto (excluding Buyer
                  Furnished Equipment, Propulsion Systems and SCNs), at delivery
                  conditions prevailing in January 2000, which is:

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

                           (US dollars--(CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT)), and

         (ii)     the Base Price of SCNs covering options selected by Northwest
                  from Exhibit 2 hereto, as it may be supplemented, which, at
                  delivery conditions prevailing in January 2000, is estimated
                  at:

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

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

1.1.2    The Base Price of the Airframe of each Converted Firm A330-500 Aircraft
         will be revised to the actual delivery date of such Converted Firm
         A330-500 Aircraft in accordance with the Airframe Price Revision
         Formula set forth in Subclause 5.1 of the Agreement.

1.2      BASE PRICE OF THE PROPULSION SYSTEMS

<PAGE>

         The Converted Firm A330-500 Aircraft will be equipped with either the
         General Electric CF6-80E1A2, Pratt & Whitney PW 4164 or Rolls Royce
         Trent 768 propulsion systems (each the "A330-500 Propulsion Systems").

1.2.1    The Base Price of the CF6-80E1A2 propulsion system and additional
         standard equipment at delivery conditions prevailing in January 2000
         is:

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

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

         Said Base Price has been calculated with reference to the Reference
         Price indicated by General Electric of US$ 22,665,150 (US
         dollars--twenty-two million six hundred sixty-five thousand one hundred
         fifty) in accordance with delivery conditions prevailing in April 1998
         (CPI 151.09).

         Said Reference Price is subject to adjustment to the date of delivery
         of the Aircraft in accordance with the General Electric Price Revision
         Formula set forth in Subclause 5.2 of the Agreement.

1.2.2    The Base Price of the Pratt & Whitney PW 4164 propulsion systems and
         additional standard equipment at delivery conditions prevailing in
         January 2000 is:

                           US$ (CONFIDENTIAL MATERIAL OMMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT)

                           (US dollars--(CONFIDENTIAL MATERIAL OMMITTED AND
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT))

         Said Base Price has been calculated with reference to the Reference
         Price indicated by Pratt & Whitney of US$ 22,554,480 (US
         dollars--twenty-two million five hundred fifty-four thousand four
         hundred eighty) in accordance with economic conditions prevailing in
         December 1998.

<PAGE>

         Said Reference Price is subject to adjustment to the date of delivery
         of the Aircraft in accordance with the Pratt & Whitney Revision Formula
         set forth in Subclause 5.2 hereto.

1.2.3    The Base Price of the Rolls Royce Trent 768 propulsion systems and
         additional standard equipment at delivery conditions prevailing in
         January 2000 is:

                           US$ (CONFIDENTIAL MATERIAL OMMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT)

                           (US dollars--(CONFIDENTIAL MATERIAL OMMITTED AND
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT))

         Said Base Price has been calculated with reference to the Reference
         Price indicated by Rolls Royce of US$ 20,577,330 (US dollars--twenty
         million five hundred seventy-seven thousand three hundred thirty) in
         accordance with delivery conditions prevailing in January 1994.

         Said Reference Price is subject to adjustment to the date of delivery
         of the Aircraft in accordance with the Rolls Royce Revision Formula set
         forth in Subclause 5.2 hereto.

1.2.4    VALIDITY OF PROPULSION SYSTEMS PRICES

         It is understood that the prices cited above and the price revision
         formula referred to in Subparagraph 2.3 concerning the A330-500
         Propulsion Systems and related equipment are based on information
         received from the A330-500 Propulsion Systems manufacturer and remain
         subject to any modifications that might be communicated by the A330-500
         Propulsion Systems manufacturer to the Seller, the Manufacturer and/or
         the Buyer.

2.       PURCHASE INCENTIVES

2.1      AVSA will provide to Northwest upon delivery of each applicable
         Converted Firm A330-500 Aircraft the credit memoranda listed below in
         Subparagraphs 2.1(i) to 2.1(iii), inclusive.

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

<PAGE>

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

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

         Hereinafter, the (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) are collectively referred to as the "Converted
         Firm A330-500 Aircraft Credit Memoranda."

2.2      The Converted Firm A330-500 Aircraft Credit Memoranda have been
         established in accordance with January 2000 delivery conditions
         (dollars) and will be revised to the actual delivery date of each
         applicable Converted Firm A330-500 Aircraft in accordance with the
         Airframe Price Revision Formula set forth in Exhibit D to the
         Agreement.

2.3      The Converted Firm A330-500 Aircraft Credit Memoranda will be applied
         by AVSA against the Final Contract Price of each Converted Firm
         A330-500 Aircraft.


3.       CREDITS AS PRICE ADJUSTMENT

         AVSA and Northwest agree that credits offered to Northwest pursuant to
         the provisions of this Letter Agreement are intended to constitute an
         adjustment to the purchase price of the Aircraft associated thereto.
         Nothing in this Letter Agreement should be read to provide an inference
         as to the characterization of credits found in clauses or paragraphs of
         the Agreement other than this Letter Agreement.

<PAGE>

                                                                       EXHIBIT 1

                             STANDARD SPECIFICATION

The A330-500 Standard Specification will be provided when available.

<PAGE>

                                                                       EXHIBIT 2

The A330-500 option summary will be generally in line with Exhibit B to the
Agreement.
<PAGE>

                             LETTER AGREEMENT NO. 3


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

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

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest") and AVSA, S.A.R.L. ("AVSA"),
have entered into an A330 Purchase Agreement, dated as of even date herewith
(the "Agreement"), which covers, among other matters, the sale by AVSA and the
purchase by Northwest of certain Aircraft, under the terms and conditions set
forth in said Agreement. Northwest and AVSA have agreed to set forth in this
Letter Agreement No. 3 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement shall have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

         AVSA represents and warrants that the Manufacturer has provided to AVSA
the following (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT) guarantees with respect to the Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out, and that
such guarantees are in full force and effect and have not been amended. AVSA
hereby assigns to Northwest and Northwest hereby accepts, all of AVSA's rights
and obligations as the "Buyer" under the said performance guarantees, and AVSA
subrogates Northwest to all such rights and obligations in respect of the
Aircraft. AVSA hereby warrants to Northwest that (i) it has all the requisite
authority to make the foregoing assignment to and effect the foregoing
subrogation in favor of Northwest, (ii) such


                                                                           LA3-1

<PAGE>

assignment and subrogation are effective to confer on Northwest all of the
foregoing rights and obligations of AVSA, and (iii) AVSA shall not enter into
any amendment of the provisions so assigned or subrogated without the prior
written consent of Northwest.

         It is understood that, in the provisions below between the words QUOTE
and UNQUOTE, capitalized terms have the meanings assigned thereto in this
Agreement, except that (i) the term "Seller," which means the Manufacturer as
between the Manufacturer and AVSA, also means the Manufacturer in this
Agreement, and (ii) the term "Buyer," which means AVSA as between the
Manufacturer and the Seller, means Northwest.

QUOTE

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

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

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

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

UNQUOTE

         THIS LETTER AGREEMENT SETS FORTH THE EXCLUSIVE GUARANTEES, WARRANTIES,
         EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA, AND THE
         EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, ARISING FROM (BUT SOLELY TO
         THE EXTENT ARISING FROM) ANY FAILURE OF ANY AIRCRAFT (AS SUCH TERM IS
         DEFINED IN THIS LETTER AGREEMENT) TO DEMONSTRATE COMPLIANCE WITH ANY OF
         THE GUARANTEES SET FORTH IN THIS LETTER AGREEMENT, INCLUDING BUT NOT
         LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, ANY
         IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING
         OR USAGE OF TRADE, ANY OBLIGATION OR LIABILITY OF AVSA OR ANY RIGHT,
         CLAIM OR REMEDY OF NORTHWEST IN CONTRACT OR IN TORT, WHETHER OR NOT
         ARISING FROM AVSA'S NEGLIGENCE, ACTUAL OR IMPUTED, INTENTIONAL ACT, OR
         STRICT LIABILITY AND ANY OBLIGATION OR LIABILITY OF AVSA OR ANY RIGHT,
         CLAIM OR REMEDY OF NORTHWEST FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT,
         COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR LOSS OF USE, REVENUE OR
         PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
         PART, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
         PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID


                                                                           LA3-2

<PAGE>

         PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE
         INEFFECTIVE THE REMAINDER OF THIS PARAGRAPH SHALL REMAIN IN FULL FORCE
         AND EFFECT AND PROVIDED, FURTHER, THAT NOTHING IN THIS LETTER AGREEMENT
         SHALL BE DEEMED TO MODIFY, SETTLE, COMPROMISE, LIMIT, RELEASE OR
         OTHERWISE AFFECT ANY OTHER CLAIM, RIGHT OR REMEDY OF NORTHWEST AGAINST
         AVSA OR THE MANUFACTURER. THE GUARANTEES SET FORTH IN THIS LETTER
         AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
         INSTRUMENT SIGNED BY AVSA AND NORTHWEST.

         ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this paragraph shall
         be void and of no force or effect.


                                                                           LA3-3

<PAGE>

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________

                                                                       LA3-4

<PAGE>

                             LETTER AGREEMENT NO. 4

                                                         As of December 21, 2000

Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:   RELIABILITY GUARANTEES

Ladies and Gentlemen:

      Northwest Airlines, Inc. ("Northwest") and AVSA, S.A.R.L. ("AVSA"), have
entered into an A330 Purchase Agreement, dated as of even date herewith (the
"Agreement"), which covers, among other matters, the sale by AVSA and the
purchase by Northwest of certain Aircraft, under the terms and conditions set
forth in said Agreement. Northwest and AVSA have agreed to set forth in this
Letter Agreement No. 4 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement shall have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

      AVSA represents and warrants that the Manufacturer has provided to AVSA
the following reliability guarantees with respect to the Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set out,
and that such guarantees are in full force and effect and have not been amended.
AVSA hereby assigns to Northwest and Northwest hereby accepts, all of AVSA's
rights and obligations as the "Buyer" under the said performance guarantees, and
AVSA subrogates Northwest to all such rights and obligations in respect of the
Aircraft. AVSA hereby warrants to Northwest that (i) it has all the requisite
authority to make the foregoing assignment to and effect the foregoing
subrogation in favor of Northwest, (ii) such


                                     LA4-1
<PAGE>

assignment and subrogation are effective to confer on Northwest all of the
foregoing rights and obligations of AVSA, and (iii) AVSA shall not enter into
any amendment of the provisions so assigned or subrogated without the prior
written consent of Northwest.

      It is understood that, in the provisions below between the words QUOTE and
UNQUOTE, capitalized terms have the meanings assigned thereto in this Agreement,
except that (i) the term "Seller," which means the Manufacturer as between the
Manufacturer and AVSA, also means the Manufacturer in this Agreement, and (ii)
the term "Buyer," which means AVSA as between the Manufacturer and the Seller,
means Northwest.

QUOTE

1.    SCOPE, COMMENCEMENT, DURATION

      The guarantees relating to Achieved ODI Performance, Achieved On-Time
      Performance, Achieved 30-Minute On-Time Performance and Completion Factor
      (as such terms are defined in Subparagraphs 2.1, 2.2, 2.3 and 2.8)
      contained in this Letter Agreement (the "Guarantees") extend to the fleet
      of Aircraft. The Guarantees shall commence with delivery of the first
      Aircraft and (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT).

2.    DEFINITIONS

      Definitions are listed below in alphabetical order.

2.1   ACHIEVED ODI PERFORMANCE

      "Achieved ODI Performance" shall be computed as of the end of each
      calendar quarter (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT)as follows:

                                    Total number of Scheduled Departures
            Achieved ODI            with ODI Events in the
            Performance       =     previous four (4) calendar quarters
                                    -----------------------------------
                                    The total number of Scheduled Departures
                                    in the previous four (4) calendar quarters

2.2   ACHIEVED ON-TIME PERFORMANCE

      "Achieved On-Time Performance," expressed as a percentage, shall be
      computed as of the end of each calendar quarter(CONFIDENTIAL MATERIAL
      OMMITTED AND


                                     LA4-2
<PAGE>

      FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT) as follows:

                                  Total number of Scheduled
            Achieved              Departures without
            On-Time         =     Chargeable Events during the
            Performance           previous four (4) calendar quarters    X 100
                                  -----------------------------------
                                  Total number of Scheduled Departures
                                  during the previous four (4) calendar

      quarters

2.3   ACHIEVED 30-MINUTE ON-TIME PERFORMANCE

      "Achieved 30-Minute On-Time Performance," expressed as a percentage, shall
      be computed as of the end of each calendar quarter (CONFIDENTIAL MATERIAL
      OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
      PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) as follows:

                                  Total number of Scheduled
            Achieved              Departures without
            30-Minute       =     30-Minute Chargeable Events during
            On-Time               the previous four (4) calendar quarters  X 100
            Performance           ---------------------------------------
                                  Total number of Scheduled Departures
                                  during the previous four (4) calendar
                                  quarters

2.4   ANNUAL ASSESSMENT QUARTER

      An "Annual Assessment Quarter" shall be each fourth consecutive calendar
      quarter(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT).

2.5   CANCELLATION EVENT

      A "Cancellation Event" shall be deemed to have occurred when an Aircraft
      does not complete the scheduled arrival of a Scheduled Departure for any
      reason described in any of the Codes that start with "X."

2.6   CHARGEABLE EVENT/30-MINUTE CHARGEABLE EVENT

      A "Chargeable Event" shall be deemed to have occurred when an Aircraft
      does not leave


                                     LA4-3
<PAGE>

      the gate within one (1) minute after its scheduled departure time for any
      Buyer delay code reason listed in the Codes.

      A "30-Minute Chargeable Event" shall be deemed to have occurred when an
      Aircraft does not leave the gate within thirty (30) minutes after its
      scheduled departure time because of any Buyer delay code reason listed in
      the Codes.

2.7   CODES

      "Codes" shall be deemed the Buyer delay codes defined in Northwest
      Airlines' System Delay Code Bulletin dated November 17, 1999. These Codes
      may be changed(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT), provided, however, that material changes in the
      Codes shall be mutually agreed between the Buyer and the Seller.

      Included Codes:

      CIM         -     RESET / RECYCLE / EXERCISE COMPONENTS
      DFM         -     DEFERRAL
      EQM         -     EQUIPMENT CHANGE DUE TO MECHANICAL MALFUNCTION
      IRM         -     IRREGULAR ROUTING - MAINTENANCE
      LQM         -     LATE EQUIPMENT - MAINTENANCE
      MTM         -     MECHANICAL MALFUNCTION
      NOM         -     MAINTENANCE - CHECKED OK
      RBM         -     RETURN TO GATE DUE TO MAINTENANCE
      XMM         -     MEL/CDL DEFERRAL
      XOM         -     MAINTENANCE - CHECKED OK
      XTM         -     MECHANICAL MALFUNCTION

      The following codes shall also be included where the Buyer can reasonably
      demonstrate that the root cause of the Chargeable Event, 30-Minute
      Chargeable Event or Cancellation Event was in the Aircraft or Aircraft
      systems.

      ADM         -     AIRCRAFT DAMAGE
      CDM         -     CARGO LOADING SYSTEM INOP
      EIM         -     ENGINEERING INSPECTION
      PBM         -     PART(S) UNSERVICEABLE
      VEM         -     PASSENGER COMM/ENTERTAINMENT EQUIP
      XDM         -     AIRCRAFT DAMAGE/MAINTENANCE
      XLM         -     LINE MAINTENANCE
      XPM         -     PART(S) UNSERVICEABLE


                                     LA4-4
<PAGE>

      XQM         -     EQUIPMENT MAINTENANCE

2.8   COMPLETION FACTOR

      "Completion Factor," expressed as a percentage, shall be computed as of
      the end of each calendar quarter (CONFIDENTIAL MATERIAL OMMITTED AND FILED
      SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT)as follows:

                                    Total number of Scheduled
                                    Departures without
                                    Cancellation Events during the
            Completion Factor =     previous four (4) calendar quarters    X 100
                                    -----------------------------------
                                    Total number of Scheduled Departures
                                    during the previous four (4) calendar
                                    quarters

2.9   EXCLUSIONS

      The following shall not be counted as Chargeable Events, 30-Minute
      Chargeable Events, Cancellation Events or, notwithstanding Subparagraph
      2.10, as ODI Events:

      (i)   Repetitive delays, cancellations or operational difficulties that
            occur as a result of failure to apply correct trouble shooting
            procedures in accordance with the Trouble Shooting Manual.

      (ii)  Repetitive delays, cancellations or operational difficulties
            attributable to the Propulsion Systems, except where the Buyer can
            reasonably demonstrate that the root cause of the Chargeable Event,
            30-Minute Chargeable Event, Cancellation Event or ODI Event was in
            the Aircraft or systems of the Aircraft.

2.10  ODI EVENT

      An "ODI Event" shall mean, with respect to any Scheduled Departure, the
      occurrence of any operational difficulty incident described in the ODI
      Categories and Definitions dated December 23, 1999 (SEE Exhibit A attached
      hereto). These ODI Categories and Definitions may be changed(CONFIDENTIAL
      MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT), provided,
      however, that material changes in the ODI Categories and Definitions shall
      be mutually agreed between the Buyer and the Seller.

2.11  SCHEDULED DEPARTURE


                                     LA4-5
<PAGE>

      A "Scheduled Departure" is a departure of an Aircraft as set forth in the
      Buyer's time table, and any scheduled charter flight of an Aircraft.

3.    GUARANTEES

      The Guarantees are listed below in alphabetical order.

3.1   ACHIEVED ODI PERFORMANCE GUARANTEE

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

3.2   ACHIEVED ON-TIME PERFORMANCE GUARANTEE

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

3.3   ACHIEVED 30-MINUTE ON-TIME PERFORMANCE GUARANTEE

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

3.4   COMPLETION FACTOR GUARANTEE

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

4.    BUYER'S AND SELLER'S OBLIGATION

4.1   BUYER'S AND SELLER'S OBLIGATIONS

      The Buyer's and Seller's specialists shall meet, not later than six (6)
      months before delivery of the first Aircraft, to mutually agree on the
      details of the appropriate electronic data interface (EDI) reporting
      procedure(s) for the Guarantees.

4.2   BUYER'S OBLIGATIONS

      (i)   (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY


                                     LA4-6
<PAGE>

            WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
            FOR CONFIDENTIAL TREATMENT)

      (ii)  (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT)(a)(b)

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

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

4.3   SELLER'S OBLIGATIONS

      (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT),
      the Seller shall provide technical and operational analyses of delays and
      cancellations and shall develop corrections intended to reduce delays,
      and, in the event that the Achieved On-Time Performance, the Achieved
      30-Minute On-Time Performance or the Completion Factor falls below (or the
      Achieved ODI Performance exceeds) the guaranteed levels set forth in
      Paragraph 3 herein, the Seller shall, not later than six (6) months after
      notification by the Buyer and at no charge to the Buyer:

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

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

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

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


                                     LA4-7
<PAGE>

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

5.    SUSPENSION AND ADJUSTMENT

5.1   SUSPENSION OF GUARANTEES

      The remedies in Subparagraph 8.1 for each of the following Guarantees
      shall be suspended with respect to any Annual Assessment Quarter when the
      following occurs:

      (i)   Achieved ODI Performance, when Achieved ODI Performance as of the
            end of such Annual Assessment Quarter is above (CONFIDENTIAL
            MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
            EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
            TREATMENT)cycles.

      (ii)  Achieved On-Time Performance, when Achieved On-Time Performance as
            of the end of such Annual Assessment Quarter is below (CONFIDENTIAL
            MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
            EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
            TREATMENT)

      (iii) Achieved 30-Minute On-Time Performance, when Achieved 30-Minute
            On-Time Performance as of the end of such Annual Assessment Quarter
            is below (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
            THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT).

      (iv)  Completion Factor, when Completion Factor as of the end of such
            Annual Assessment Quarter is below (CONFIDENTIAL MATERIAL OMMITTED
            AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
            PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

      However, if subsequent investigations show that the root cause of a
      failure to meet the applicable Guarantee was in the Aircraft or Aircraft
      systems, then(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT)

      The obligations of the Seller described above in Subparagraph 4.3 shall
      remain in force


                                     LA4-8
<PAGE>

      during any suspension.

5.2   ADJUSTMENT OF GUARANTEES

      The Guarantees are based on the following operational parameters:

      (i)   an average flight leg of eight (8) hours,

      (ii)  an annual average of 4950 flight hours per Aircraft.

      Any significant change in the operational parameters above implemented by
      the Buyer or any significant certification or regulatory change that has a
      material adverse effect on the operational characteristics of the Aircraft
      shall be cause for reevaluation or adjustment of the guaranteed levels set
      forth in Paragraph 3, by mutual agreement between the Buyer and the
      Seller.

6.    REVIEW MEETINGS

6.1   SPECIALISTS' REVIEW MEETING

      A review meeting between the Seller's and the Buyer's representatives
      shall be scheduled at the end of each six (6) month period during the
      Term, or at more frequent intervals to be mutually agreed. Representatives
      of the Buyer and the Seller shall participate in the meeting and shall:

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

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

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

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

6.2   RELIABILITY CONTROL BOARD


                                     LA4-9
<PAGE>

      On the Buyer's request, in each meeting of the Buyer's Reliability Control
      Board at which the Aircraft is being evaluated, the Seller shall make a
      presentation including a description of the corrective actions which the
      Seller is making available to the Buyer in connection with any shortfall
      under the Guarantees.

7.    LIABILITY LIMITATION

      The Seller's liability for failure to meet the Guarantees shall be
      governed solely by the terms hereof.

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

8.1   (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
      (i) (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT)

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

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

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

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

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


                                     LA4-10
<PAGE>

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

UNQUOTE

      THIS LETTER AGREEMENT SETS FORTH THE EXCLUSIVE GUARANTEES, WARRANTIES,
      EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA, AND THE EXCLUSIVE
      REMEDIES AVAILABLE TO NORTHWEST, ARISING FROM (BUT SOLELY TO THE EXTENT
      ARISING FROM) ANY FAILURE OF ANY AIRCRAFT (AS SUCH TERM IS DEFINED IN THIS
      LETTER AGREEMENT) TO DEMONSTRATE COMPLIANCE WITH ANY OF THE GUARANTEES SET
      FORTH IN THIS LETTER AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
      WARRANTY OF MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM
      COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION
      OR LIABILITY OF AVSA OR ANY RIGHT, CLAIM OR REMEDY OF NORTHWEST IN
      CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM AVSA'S NEGLIGENCE, ACTUAL
      OR IMPUTED, INTENTIONAL ACT, OR STRICT LIABILITY AND ANY OBLIGATION OR
      LIABILITY OF AVSA OR ANY RIGHT, CLAIM OR REMEDY OF NORTHWEST FOR LOSS OF
      OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR
      LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT,
      EQUIPMENT, ACCESSORY OR PART, OR FOR ANY OTHER DIRECT, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES, PROVIDED THAT IN THE EVENT THAT ANY OF THE
      AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE
      INEFFECTIVE THE REMAINDER OF THIS PARAGRAPH SHALL REMAIN IN FULL FORCE AND
      EFFECT AND PROVIDED, FURTHER, THAT NOTHING IN THIS LETTER AGREEMENT SHALL
      BE DEEMED TO MODIFY, SETTLE, COMPROMISE, LIMIT, RELEASE OR OTHERWISE
      AFFECT ANY OTHER CLAIM, RIGHT OR REMEDY OF NORTHWEST AGAINST AVSA OR THE
      MANUFACTURER. THE GUARANTEES SET FORTH IN THIS LETTER AGREEMENT SHALL NOT
      BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY
      AVSA AND NORTHWEST.

      ASSIGNMENT

      Notwithstanding any other provision of this Letter Agreement or of the
      Agreement, this Letter Agreement and the rights and obligations of
      Northwest hereunder shall not be assigned or transferred in any manner
      without the prior written consent of AVSA, and any attempted assignment or
      transfer in contravention of the provisions of this paragraph shall be
      void and of no force or effect.


                                     LA4-11
<PAGE>

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                    Very truly yours,

                                    AVSA, S.A.R.L.

                                    By:  /s/ Francois Bensier
                                         _____________________________

                                    Its: AVSA Chief Executive Officer
                                         _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________


                                     LA4-12

<PAGE>

                                                                       EXHIBIT A


                         ODI CATEGORIES AND DEFINITIONS

The ODI categories and definitions, are listed below.

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

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

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

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

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

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

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

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


                                  LA4,App.A-1
<PAGE>

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

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


                                  LA4,App.A-2
<PAGE>

                             LETTER AGREEMENT NO. 5A


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121


Re:  PERFORMANCE GUARANTEES FOR GENERAL ELECTRIC POWERED AIRCRAFT

Ladies and Gentlemen:

         Northwest Airlines, Inc., ("Northwest") and AVSA, S.A.R.L., ("Seller"),
have entered into an A330 Purchase Agreement, dated as of even date herewith
(the "Agreement"), which covers, among other matters, the sale by Seller and the
purchase by Northwest of certain Aircraft, under the terms and conditions set
forth in said Agreement. Northwest and Seller have agreed to set forth in this
Letter Agreement No. 5A (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement shall have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

         AVSA represents and warrants that the Manufacturer has provided to AVSA
the following performance guarantees with respect to the Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set out,
and that such guarantees are in full force and effect and have not been amended.
AVSA hereby assigns to Northwest and Northwest hereby accepts, all of AVSA's
rights and obligations as the "Buyer" under the said performance guarantees and
AVSA subrogates Northwest to all such rights and obligations in respect of the
Aircraft. AVSA hereby warrants to Northwest that (i) it has all the requisite
authority to make the foregoing assignment to and effect the foregoing
subrogation in favor of Northwest, (ii) such assignment and subrogation are
effective to confer on Northwest all of the foregoing rights and obligations of
AVSA, and (iii) AVSA shall not enter into any amendment of the provisions so
assigned or subrogated without the prior written consent of Northwest.

         It is understood that, in the provisions below between the words QUOTE
and UNQUOTE, capitalized terms have the meanings assigned thereto in this
Agreement, except that (i) the term "Seller," which means the Manufacturer as
between the Manufacturer and AVSA, also means the Manufacturer in this
Agreement, and (ii) the term "Buyer," which means AVSA as between the
Manufacturer and the Seller, means Northwest.


                                  LA5A (GE)-1

<PAGE>

QUOTE

PART A                      A330-300 PERFORMANCE GUARANTEES


         PREAMBLE

         A.   Assumptions:

              The guarantees defined below in this Part A are applicable at the
              time of delivery to each A330-300 as described in the A330-300
              Standard Specification Ref. G 000 03000 Issue 6 Revision 1, dated
              15th July 1998, amended by Specification Change Notices ("SCN")
              for:

              i)      increase of design weights

                      Maximum Taxi Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      Maximum Takeoff Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      Maximum Landing Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      Maximum Zero Fuel Weight: (CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

              ii)     fitting of either:
                      (x) General Electric CF6-80E1A3 engines
                      (y) Pratt and Whitney PW4168A engines with Kevlar fan case
                      (z) Rolls-Royce Trent 772B engines except where otherwise
                      noted.

              These guarantees are comprehensive including the performance of
              both the airframe and engine in combination.

              For information only:

              For establishing FAA certified performance these guarantees have
              been based on:

              (x) the FAA certified Flight Manual of the A330-200 fitted with
              General Electric CF6-80E1A4 engines plus best estimated
              corrections for longer fuselage of the A330-300 and higher
              take-off thrust of the CF6-80E1A3 engines

              (y) the FAA certified Flight Manual of the A330-300 fitted with
              Pratt and Whitney PW4168A engines

              (z) the FAA certified Flight Manual of the A330-300 fitted with
              Rolls Royce Trent 772B engines, with, in each case, a take-off
              thrust rating flat rated to 86(degree)F (ISA+15(degree)C) at sea
              level.


                                  LA5A (GE)-2

<PAGE>

              For establishing uncertified performance these guarantees have
              been based on the In Flight Performance level relevant at the date
              of signature of the Purchase Agreement (the "IFP Level") and
              consistent with the Aircraft Performance Document (the "Orange
              Book")

              (x)     for CF6-80E1A3 engines : ref. AI/CM-T P3302 Issue 3
              (y)     for PW4168A engines : ref. AI/CM-T P3322 Issue 3
              (z)     for Trent 772B engines : ref. AI/CM-T P3342 Issue 3

         B.   Definitions:

              (i)     For the purpose of this Part A of this Letter Agreement
                      only, the term "Aircraft" is defined as any and all of the
                      A330-300 model aircraft to be acquired by the Buyer under
                      the Agreement.

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

1.       GUARANTEED PERFORMANCE

1.1      SPEED

         The level flight airspeed at an Aircraft gross weight of 460,000 pounds
         at a pressure altitude of 35,000 feet using maximum cruise thrust in
         ISA conditions shall not be less than a true Mach number of:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

1.2      EN-ROUTE ONE ENGINE INOPERATIVE

         Each Aircraft shall meet minimum en-route climb gradient (currently
         1.1%) with one engine inoperative, the other operating at the maximum
         continuous thrust available at the altitude with air conditioning
         bleeds on, without anti-icing, at a gross weight of pounds in the
         cruise configuration in ISA conditions, at a geometric altitude of:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet


                                  LA5A (GE)-3

<PAGE>

         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet

1.3      TAKE-OFF PERFORMANCE

1.3.1    The FAR permissible take-off weight shall not be less than:

         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds

         in the following conditions (assumed representative of):

         Pressure altitude: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) Ambient temperature: (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Runway
         length: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) Slope: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) Obstacles (8): (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

1.3.2    The FAR permissible take-off weight shall not be less than
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)pounds in the following conditions (assumed representative
         of(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)):

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

         Ambient temperature: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)Runway length: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Slope:
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE


                                  LA5A (GE)-4
<PAGE>

         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Obstacles (11): (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANBE 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)(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)


1.4       ALL ENGINE CLIMB

         The time, fuel burn and distance in still air to climb from an initial
         climb altitude of 1,500 feet to a final climb altitude of 35,000 feet
         on a standard day, using the conditions and operating rules defined
         below and using not more than maximum climb thrust, shall not be more
         than the following guarantee values:
         (x) for CF6-80E1A3 engines:
              Time (minutes):
               NOMINAL: 27.6 mn TOLERANCE: 1.0 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)mn
          Fuel burn (pounds):
               NOMINAL: 11,890 lb TOLERANCE: 530 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 197 nm TOLERANCE: 8 nm GUARANTEE: (CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nm
          (y) for PW4168A engines:
               Time (minutes):
               NOMINAL: 33.0 mn TOLERANCE: 1.5 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) mn
               Fuel burn (pounds):
               NOMINAL: 13,185 lb TOLERANCE:705 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 238 nm TOLERANCE: 12 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (z) for Trent 772B engines:
              Time (minutes):
               NOMINAL: 25.0 mn TOLERANCE: 0.8 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)mn


                                  LA5A (GE)-5
<PAGE>

               Fuel burn (pounds):
               NOMINAL: 11,110 lb TOLERANCE: 450 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
              Distance (nautical miles)
               NOMINAL: 178 nm TOLERANCE: 6 nm GUARANTEE: (CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         Initial Conditions:            A gross weight of 512,020 pounds
                                        A speed of 250 KCAS.
                                        The flaps and landing gear are
                                        retracted.
         Climb:                         The Aircraft climbs from the initial
                                        climb altitude to 10,000 feet altitude
                                        at 250 KCAS.
                                        The Aircraft then accelerates to a climb
                                        speed of 330 KCAS.
                                        The climb continues at 330 KCAS until
                                        0.82 Mach number is reached.
                                        The climb continues at 0.82 Mach number
                                        to the final climb altitude at a rate of
                                        climb not less than 300 feet per minute.

1.5   LANDING DISTANCE

         The FAR certified dry landing field length at an Aircraft gross weight
         of (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)pounds at sea level pressure altitude shall not
         be greater than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet

2.       FUEL BURN GUARANTEE

2.1      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)AIRCRAFT SPECIFIC RANGE

The still air range expressed in nautical miles at an initial cruise altitude of
35,000 feet on a standard day at 0.82 Mach number, starting at a gross weight of
(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) pounds and
consuming 140,000 pounds of fuel, and using not more than maximum cruise thrust
(except maximum climb thrust may be used during a step climb) and using the
conditions and operating rules defined below, shall not be less than the
following guarantee value for each Aircraft (the "Guaranteed (CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Specific Range"):
         (x) for CF6-80E1A3 engines:

                                  LA5A (GE)-6
<PAGE>

               NOMINAL: 5,311 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (y) for PW4168A engines:
               NOMINAL: 5,292 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (z) for Trent 772B engines:
               NOMINAL: 5,312 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         A step climb or multiple step climbs of 4,000 feet altitude may be used
         when beneficial to minimize fuel burn.

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

         The still air range expressed in nautical miles at an initial cruise
         altitude of 35,000 feet on a standard day at 0.82 Mach number, starting
         at a gross weight of (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds and consuming 140,000 pounds
         of fuel, and using not more than maximum cruise thrust (except maximum
         climb thrust may be used during a step climb) and using the conditions
         and operating rules defined below, shall not be less than the following
         guarantee value (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)(the "Guaranteed (CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Specific Range"):
         (x) for CF6-80E1A3 engines:
               NOMINAL: 5,311 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nm
         (y) for PW4168A engines:
               NOMINAL: 5,292 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (z) for Trent 772B engines:
               NOMINAL: 5,312 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm


         Conditions and operating rules:
         A step climb or multiple step climbs of 4,000 feet altitude may be used
         when beneficial to minimize fuel burn.

3.       MISSION PAYLOAD RANGE GUARANTEE

                                  LA5A (GE)-7

<PAGE>

For each Aircraft the payload for a stage length of (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nautical miles in still air
(representative of a (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT) route) using the conditions and operating rules defined below, shall
not be less than the following guarantee value in pounds:
         (x) for CF6-80E1A3 engines:
               NOMINAL: 84,600 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
         (y) for PW4168A engines:
               NOMINAL: 82,900 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) lb
         (z) for Trent 772B engines:
               NOMINAL: 84,000 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb

         Conditions and operating rules:
         Stage                          The stage length is defined as the sum
         Length:                        of the distances
                                        for climb, cruise, and descent.

         Takeoff:                       The airport altitude is 14 feet.
                                        The takeoff gross weight is 513,677
                                        pounds.

         Climbout                       Following the takeoff to 800 feet, the
         Maneuver:                      aircraft accelerates to 250 KCAS while
                                        climbing to 1,500 feet above the
                                        departure airport altitude and
                                        retracting flaps and landing gear.

         Climb:                         The aircraft climbs from 1,500 feet
                                        above the departure airport altitude to
                                        10,000 feet altitude at 250 KCAS.
                                        The aircraft then accelerates to a climb
                                        speed of 330 KCAS.
                                        The climb continues at 330 KCAS until
                                        0.82 Mach number is reached.
                                        The climb continues at 0.82 Mach number
                                        to the initial cruise altitude at a rate
                                        of climb not less than 300 feet per
                                        minute.
                                        The temperature is standard day during
                                        climb. Maximum climb thrust is used
                                        during climb.

         Cruise:                        The Aircraft cruises at 0.82 Mach
                                        number.
                                        The initial cruise altitude is 35,000
                                        feet. A step climb or multiple step
                                        climb of 4,000 feet altitude may be used
                                        when beneficial to minimize fuel burn.
                                        The temperature is standard day during
                                        cruise.

                                  LA5A (GE)-8
<PAGE>

                                        The cruise thrust is not to exceed
                                        maximum cruise thrust except during a
                                        step climb when maximum climb thrust
                                        may be used.

         Descent:                       The Aircraft descends from the final
                                        cruise altitude at 0.82 Mach number
                                        until 330 KCAS is reached.
                                        The descent continues at 330 KCAS to an
                                        altitude of 10,000 feet.
                                        At that altitude the Aircraft
                                        decelerates to 250 KCAS.
                                        The descent continues at 250 KCAS to an
                                        altitude of 1,500 feet above the
                                        destination airport altitude.
                                        Throughout the descent, the cabin
                                        pressure will be controlled to a maximum
                                        rate of descent equivalent to 350 feet
                                        per minute at sea level.
                                        The temperature is standard day during
                                        descent.

         Approach and                   The Aircraft decelerates to the final
         Landing Maneuver:              approach speed while extending landing
                                        gear and flaps, then descends and lands.

                                        The destination airport altitude is 841
                                        feet.

         Usable Reserve Fuel:           At the end of approach and landing, an
                                        amount of fuel corresponding to the
                                        profile defined below shall remain in
                                        the tanks :

                                        FAR Reserve - 31.5 minutes hold
                                        (representative of 30 minutes hold
                                        with 5% mark-up for racetrack pattern)
                                        at 1500ft, ISA,at actual Zero Fuel
                                        Weight.

                                        Alternate - alternate is assumed to be
                                        67 NM (Rochester, MN).
                                           Fuel burn and time include the
                                           following:
                                           Fuel for takeoff to operational climb
                                           speed with 2 minutes time allowance
                                           and no distance credit
                                           Optimum climb airspeed for fuel
                                           economy
                                           Cruise at LRC at optimum altitude
                                           Optimum descent airspeed for fuel
                                           economy
                                           Approach and land fuel with 5 minutes
                                           time allowance and no distance credit
                                        (alternate fuel will never be less than
                                        fuel to a 15 minute alternate)

                                        International 10% - 10 minutes of fuel
                                        at end of cruise altitude, LRC, ISA,
                                        actual landing weight.

                                        Contingency (Holding) - 21 minutes hold
                                        (representative of 20 minutes hold with
                                        5% mark-up for racetrack pattern),
                                        FL150, ISA, actual landing weight.

         Fixed Allowances:              For the purpose of this guarantee and
                                        for the purpose of establishing
                                        compliance with this guarantee, the
                                        following shall be used as fixed
                                        quantities and allowances:

         Engine Start and Taxi-out:     800 pounds of fuel

                                  LA5A (GE)-9
<PAGE>

         Takeoff and Climbout Maneuver: 1,650 pounds of fuel for mission
                                        departure and 1,150 pounds of fuel for
                                        alternate

         Approach and Landing Maneuver: 420 pounds of fuel for mission and 420
                                        pounds of fuel for alternate

                                        Taxi-in (shall be consumed from the
                                        reserve fuel): 500 pounds of fuel

         The Operating Weight Empty (OWE) derived in Subparagraph 4.2 of this
         Part A is the basis for this mission guarantee.

4.       WEIGHT GUARANTEES

4.1      MANUFACTURER'S WEIGHT EMPTY

         The Seller guarantees that the Manufacturer's Weight Empty (as defined
         in the A330-300 Standard Specification set forth in the Preamble) of
         each Aircraft as defined in the Preamble, which will be derived from
         the weighing of each Aircraft, shall not be more than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for ANY(CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Aircraft

         and shall not be more than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

                                  LA5A (GE)-10
<PAGE>

4.2      STRUCTURAL USABLE LOAD

         The Seller guarantees that the excess of the Maximum Zero Fuel Weight
         (as defined in the A330-300 Standard Specification set forth in the
         Preamble) of each Aircraft as defined in the Preamble over the
         Operating Weight Empty (as defined below) of such Aircraft, shall not
         be less than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         Aircraft
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for ANY(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Aircraft

         and shall not be less than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         Operating Weight Empty is the sum of the Manufacturer's Weight Empty
         (as defined in the Type Specification set forth in the Preamble) plus
         the following fixed allowances:

         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)pounds for operator items
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes

                                  LA5A (GE)-11
<PAGE>

                                     (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items

         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)pounds for operator items
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes

5.       GENERAL GUARANTEE CONDITIONS

5.1      AIRCRAFT CONFIGURATION

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees set forth in this Part A for any
         configuration change or deviation from the A330-300 Standard
         Specification which is agreed between Buyer and Seller subsequent to
         the date hereof, provided that any such adjustment is made
         contemporaneously with such A330-300 Standard Specification change or
         deviation.

5.2      PERFORMANCE DEFINITIONS

5.2.1    Performance and noise certification rules will be those required to
         obtain FAR certification under the FAA Airworthiness Code as defined in
         the Type Specification.

5.2.2    All performance data is based on the International Standard Atmosphere
         and specified variations. Unless otherwise stated all altitudes are
         pressure altitudes.

5.2.3    Unless otherwise stated, take-off and landing performance is based upon
         a hard, smooth, dry and level runway surface with zero wind, and
         assumes no line-up allowance.

5.2.4    Take-off and landing performance is based on the brakes and tires as
         specified in the aircraft configuration defined in the Preamble.

5.2.5    Devices such as flaps, landing gear, speed brakes, wheel brakes,
         anti-skid and engines will be employed in the manner which provides the
         best performance standard consistent with approved operations.

5.2.6    All guaranteed performance in this Part A is based upon no air bleed
         from the engines for airframe or engine anti-icing.

5.2.7    For take-off and take-off climb performance, landing and landing climb
         performance, no air will be bled from the engine for air conditioning.

5.2.8    For en route performance, engine bleeds consistent with normal
         operation of the air conditioning system, including recirculation, are
         assumed.

5.2.9    Normal electrical services will be in use consistent with the typical
         load schedule given in the A330-300 Standard Specification.

                                  LA5A (GE)-12
<PAGE>

5.2.10   All guaranteed performance in this Part A assumes the use of approved
         fuel with a Lower Heating Value (the "LHV") of 18,590 BTU/lb and with a
         specific gravity of 6.7 pounds/gallon as such.

5.2.11   The speed, specific range and all-engine climb guarantees and the
         climb, cruise and descent portions of the mission guarantees are based
         on an Aircraft center of gravity location of 33 percent of the mean
         aerodynamic chord.


5.3      COMPLIANCE

5.3.1    The Seller shall provide to Buyer a guarantee compliance report
         providing the compliance data for each Aircraft (the "Guarantee
         Compliance Report"), in a timely manner after final data is collected,
         but in no event later than ten (10) Working Days after acceptance by
         Buyer of the Aircraft. The Guarantee Compliance Report shall contain
         compliance results determined in accordance with this Subparagraph 5.3.

5.3.2    Compliance with the en-route one engine inoperative, takeoff
         performance and landing distance guarantees will be demonstrated with
         reference to performance data contained in the approved Flight Manual.
         Compliance with climb performance and speed will be demonstrated with
         reference to the IFP Level.

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

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

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

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

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

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

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

5.3.4    The actual (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR

                                  LA5A (GE)-13
<PAGE>

         CONFIDENTIAL TREATMENT)Aircraft specific range, used for determining
         compliance with the fuel burn and mission payload guarantees, will be
         defined as the IFP Level corrected by the Correction Factor.

5.3.5    The actual (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)specific range, used for determining compliance
         with the fuel burn guarantee, will be defined upon delivery of each
         individual Aircraft as (CONFIDENTIAL

<PAGE>

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

5.3.6    Compliance with fuel burn guarantees shall be determined as follows:

         (i)    with respect to each Aircraft, if its actual (CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT)Aircraft specific range meets the guarantee level set
                forth in Subparagraph 2.1 of this Part A.

         (ii)   with respect to the(CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT), if, upon delivery of
                any Aircraft, the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT)specific range meets the
                guarantee level set forth in Subparagraph 2.2 of this Part A.
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)

5.3.7    Compliance with the mission payload guarantee, as defined in Paragraph
         3 of this Part A, will be based on the actual individual Aircraft
         specific range as defined in Subparagraph 5.3.4 of this Part A and the
         actual Manufacturer's Weight Empty of the applicable Aircraft as
         determined pursuant to Subparagraph 5.3.8 of this Part A.

5.3.8    Compliance with the weight guarantees set forth in Subparagraphs 4.1
         and 4.2 of this Part A shall be demonstrated in a weight compliance
         report with reference to actual aircraft weighing results.

6        ADJUSTMENT OF GUARANTEES

         Should any change be made to any law, governmental regulation or
         requirement or interpretation thereof ("Rule Change") by any
         governmental agency subsequent to the date of the Agreement, and should
         such Rule Change (i) more than minimally affect the Aircraft
         configuration or performance or both, and (ii) be required to obtain
         the Standard Airworthiness Certificate for the Aircraft, the guarantees
         set forth herein shall be appropriately modified to reflect the
         effect(s) of any such Rule Change(s).

7.       EXCLUSIVE GUARANTEES

         The guarantees set forth in this Part A supersede any similar
         guarantees from Seller that may be stated in the A330-300 Standard
         Specification or any other document, except for the guarantees set
         forth in Part B of this Letter Agreement.

                                  LA5A (GE)-14
<PAGE>

8.       REMEDIES

8.1      GENERAL

8.1.1    In the event that the Seller fails to demonstrate compliance by one or
         more Aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)with any of the guarantees set forth in this
         Part A, the Seller shall

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

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



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

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

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

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

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

8.2      FUEL BURN

         The Compensation for failure to comply with either the guarantee set
         forth in Subparagraph 2.1 or Subparagraph 2.2 of this Part A shall be
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.2.1    DEFICIENCY OF (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)AIRCRAFT

         In the event that an (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR

                                  LA5A (GE)-15
<PAGE>

                  CONFIDENTIAL TREATMENT)Aircraft fails to comply with the
                  guarantee set forth in Subparagraph 2.1 of this Part A, the
                  amount of Compensation (CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

8.2.2    DEFICIENCY OF AIRCRAFT FLEET

         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)fails to
                  comply with the guarantee set forth in Subparagraph 2.2 of
                  this Part A, the amount of Compensation (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

8.3      PAYLOAD

         The Compensation for failure to comply with either the guarantees set
         forth in Subparagraph 1.3, Paragraph 3 or Subparagraph 4.2 of Part A of
         this Letter Agreement shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

8.3.1    MISSION PAYLOAD RANGE

         In the event that any Aircraft fails to meet the mission payload range
         guarantee in Paragraph 3 of this Part A, the amount of Compensation
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.3.2    STRUCTURAL USABLE LOAD

         In the event that any Aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)fail to meet the guarantee levels
         specified in Subparagraph 4.2 of this Part A, the Compensation shall
         BE(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

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

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

8.3.3    TAKE-OFF

         In the event that an Aircraft fails to meet the take-off guarantees set
         forth in Subparagraph 1.3 of this Part A, the amount of Compensation
         shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT). The amount of

                                  LA5A (GE)-16
<PAGE>

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

8.3.4    LANDING

         In the event that an Aircraft fails to meet the landing guarantee set
         forth in Subparagraph 1.5 of this Part A, the amount of Compensation
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), provided that the Buyer demonstrates to the
         Seller that such deficiency adversely impacts the Buyer's operation of
         the affected Aircraft.


8.4      MANUFACTURER'S WEIGHT EMPTY

In the event that the Manufacturer's Weight Empty (MWE) of an (CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft or of the
(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) exceeds
the guarantee levels specified in Subparagraph 4.1 of this Part A the amount of
Compensation shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT).

8.5      SPEED

         In the event that an Aircraft fails to meet the speed guarantee set
         forth in Subparagraph 1.1 of this Part A, the amount of Compensation
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), subject to the limitations and conditions set
         forth in Subparagraph 8.8 of this Part A, provided that the Buyer
         demonstrates to the Seller that such deficiency adversely impacts the
         Buyer's operation of the affected Aircraft.

8.6      ONE ENGINE INOPERATIVE

         In the event that an Aircraft fails to meet the one engine inoperative
         guarantee set forth in Subparagraph 1.2 of this Part A, the amount of
         Compensation shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT), subject to the limitations and
         conditions set forth in Subparagraph 8.8 of this Part A, provided that
         the Buyer demonstrates to the Seller that such deficiency adversely
         impacts the Buyer's operation of the affected Aircraft.

8.7      ALL ENGINE CLIMB

         In the event that an Aircraft fails to meet the all engine climb
         guarantee set forth in Subparagraph 1.4 of this Part A, the amount of
         Compensation shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT), subject to the limitations and
         conditions set forth in Subparagraph 8.8 of this Part A, provided that
         the

                                  LA5A(GE)-17
<PAGE>

         Buyer demonstrates to the Seller that such deficiency adversely impacts
         the Buyer's operation of the affected Aircraft.

8.8      LIMITATIONS AND CONDITIONS

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer, which is provided to Seller for Seller
                  to perform the calculations of Compensation due hereunder.

         (ii)     If at any time following delivery of an Aircraft the Seller
                  restores the required performance level of an Aircraft which
                  has initially failed to meet the performance guarantee
                  requirements of Paragraphs 1, 2, 3 or 4 of this Part A, and
                  the Seller demonstrates compliance for such specific Aircraft
                  in accordance with the applicable compliance provisions of
                  this Part A, all further payments of Compensation required
                  under this Part A with respect to such initial failure shall
                  cease and the Seller shall have no further obligation to the
                  Buyer under this Part A for such initial failure in respect of
                  such Aircraft. Seller shall demonstrate compliance
                  by(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT), gathering data and producing a
                  Guarantee Compliance Report which demonstrates compliance for
                  such specific Aircraft in accordance with the applicable
                  compliance provisions of this Part A. The compliance level
                  achieved by such Aircraft shall be taken into account for all
                  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)calculations for the purposes of this
                  Part A.

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

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

         (v)      The Seller's maximum liability (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

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

         (vi)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)as aforesaid shall be deemed to settle
                  any and all claims and remedies of the Buyer against the
                  Seller under this Part A provided that the Seller has first
                  endeavored to restore the required performance as per
                  Paragraph 8.1.1(i) above, but shall not settle or modify in
                  any respect any other claim or remedy

                                  LA5A(GE)-18
<PAGE>

                  of the Buyer against the Seller. Nothing in this Paragraph
                  8.8 (vi) shall oblige the Seller to (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

                                  LA5A(GE)-19
<PAGE>

               PART B     A330-300 (CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT)GUARANTEES

                  Seller hereby extends and grants to Buyer the (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)guarantees with respect to the Aircraft set forth in
                  this Part B of this Letter Agreement, subject to the terms,
                  conditions, limitations and restrictions all as hereinafter
                  set out.


                  PREAMBLE

                  A.  Assumptions:

                  The guarantees defined below in this Part B are applicable to
                  each A330-300 Aircraft as described in the A330-300 Standard
                  Specification Ref. G 000 03000 Issue 6 Revision 1, dated 15th
                  July 1998, amended by Specification Change Notices ("SCN")
                  (the "Specification") for:

                  i)       increase of design weights
                           Maximum Taxi Weight: (CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                           Maximum Takeoff Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                           Maximum Landing Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                           Maximum Zero Fuel Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      ii)      fitting of:
                               General Electric CF6-80E1A3 engines.

                  These guarantees are comprehensive including the performance
                  of both the airframe and engine in combination.

                      For information only:
                      For establishing uncertified performance these guarantees
                      have been based on the In Flight Performance level
                      relevant at the date of the signature of the Purchase
                      Agreement (the "IFP Level") and consistent with the
                      Aircraft Performance Document (the "Orange Book") ref.
                      AI/CM-T P3302 Issue 3.

                  B.  Definitions:

                                  LA5A(GE)-20
<PAGE>

                      (i)      For the purpose of this Part B of this Letter
                               Agreement only, the term "Aircraft" is defined as
                               any and all of the A330-300 model aircraft to be
                               purchased by the Buyer under the Agreement.

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

                                  LA5A(GE)-21
<PAGE>

1.       GENERAL PROVISIONS

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

1.2      The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Guarantees in this Part B are contingent upon:

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



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

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

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

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

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

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


2.       FUEL BURN GUARANTEE

2.1      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT) (expressed as a percentage) determined in accordance with
         the In-Flight Performance Program (IFP).

2.2      The Seller guarantees to the Buyer that the (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) shall not
         be worse than the IFP Level

                                  LA5A(GE)-22
<PAGE>

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



3.       MISSION PAYLOAD GUARANTEE

         The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) as stated in Paragraph 2.2 of this Part B shall
         allow the carrying of a guaranteed payload of not less than:

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

                over an equivalent still air stage distance of (CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT)nautical miles (assumed representative of
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)for a winter operation) when operated
                under the conditions described below.

         a)     If the (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT) as stated in Subparagraph 2.2 of this
                Part B is modified according to Subparagraph 1.3 of this PART B,
                the above guaranteed payload shall be modified accordingly,
                using the following relationship:

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

         b)     Available takeoff weight is assumed to be (CONFIDENTIAL MATERIAL
                OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT)pounds.

         c)     The destination airport conditions are such as to allow the
                required landing weight to be used without performance
                restrictions and without exceeding the Maximum Landing Weight as
                defined in Type Specification referenced in the Preamble.

         d)     Conditions and operating rules:
                Stage                   The stage length is defined as the sum
                Length:                 of the distances for climb, cruise, and
                                        descent.

                Takeoff:                The airport altitude is 14 feet. The
                                        takeoff gross weight is (CONFIDENTIAL
                                        MATERIAL OMITTED AND FILED SEPARATELY
                                        WITH THE SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO A REQUEST FOR
                                        CONFIDENTIAL TREATMENT)pounds.

                                  LA5A(GE)-23
<PAGE>

                Climbout                Following the takeoff to 800 feet, the
                Maneuver:               aircraft accelerates to 250 KCAS while
                                        climbing to 1,500 feet above the
                                        departure airport altitude and
                                        retracting flaps and landing gear.

                Climb:                  The aircraft climbs from 1,500 feet
                                        above the departure airport altitude to
                                        10,000 feet altitude at 250 KCAS. The
                                        aircraft then accelerates to a climb
                                        speed of 330 KCAS. The climb continues
                                        at 330 KCAS until 0.82 Mach number is
                                        reached. The climb continues at 0.82
                                        Mach number to the initial cruise
                                        altitude at a rate of climb not less
                                        than 300 feet per minute. The
                                        temperature is standard day during
                                        climb. Maximum climb thrust is used
                                        during climb.

                Cruise:                 The Aircraft cruises at 0.82 Mach
                                        number. The initial cruise altitude is
                                        35,000 feet. A step climb or multiple
                                        step climb of 4,000 feet altitude may be
                                        used when beneficial to minimize fuel
                                        burn. The temperature is standard day
                                        during cruise. The cruise thrust is not
                                        to exceed maximum cruise thrust except
                                        during a step climb when maximum climb
                                        thrust may be used.

                Descent:                The Aircraft descends from the final
                                        cruise altitude at 0.82 Mach number
                                        until 330 KCAS is reached. The descent
                                        continues at 330 KCAS to an altitude of
                                        10,000 feet. At that altitude the
                                        Aircraft decelerates to 250 KCAS. The
                                        descent continues at 250 KCAS to an
                                        altitude of 1,500 feet above the
                                        destination airport altitude. Throughout
                                        the descent, the cabin pressure will be
                                        controlled to a maximum rate of descent
                                        equivalent to 350 feet per minute at sea
                                        level. The temperature is standard day
                                        during descent.


                Approach and            The Aircraft decelerates to the final
                Landing Maneuver:       approach speed while extending landing
                                        gear and flaps, then descends and lands.

                                        The destination airport altitude is 841
                                        feet.

                Usable Reserve Fuel:    At the end of approach and landing, an
                                        amount of fuel defined as follows shall
                                        remain in the tanks:

                                        FAR Reserve - 31.5 minutes hold
                                        (representative of 30 minutes hold with
                                        5% mark-up for racetrack pattern) at
                                        1500ft, ISA,at actual Zero Fuel Weight.

                                    Alternate - alternate is assumed to be 67 NM
                                    (Rochester, MN). Fuel burn and time include
                                    the following:
                                    Fuel for takeoff to operational climb speed
                                    with 2 minutes time allowance and no
                                    distance credit
                                    Optimum climb airspeed for fuel economy
                                    Cruise at LRC at optimum altitude


                                  LA5A(GE)-24
<PAGE>

                                    Optimum descent airspeed for fuel
                                    economy Approach and land fuel with 5
                                    minutes time allowance and no distance
                                    credit (alternate fuel will never be less
                                    than fuel to a 15 minute alternate)


                                    International 10% - 10 minutes of fuel at
                                    end of cruise altitude, LRC, ISA, actual
                                    landing weight.

                                    Contingency (Holding) - 21 minutes hold
                                    (representative of 20 minutes hold with 5%
                                    mark-up for racetrack pattern), FL150, ISA,
                                    actual landing weight.

                Fixed Allowances:       For the purpose of this guarantee and
                                        for the purpose of establishing
                                        compliance with this guarantee, the
                                        following shall be used as fixed
                                        quantities and allowances:

                                        Engine Start and Taxi-out: (CONFIDENTIAL
                                            MATERIAL OMITTED AND FILED
                                            SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION PURSUANT TO
                                            A REQUEST FOR CONFIDENTIAL
                                            TREATMENT) pounds of fuel

                                        Takeoff and Climbout Maneuver:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION PURSUANT TO
                                            A REQUEST FOR CONFIDENTIAL
                                            TREATMENT)pounds of fuel for mission
                                            departure and (CONFIDENTIAL MATERIAL
                                            OMITTED AND FILED SEPARATELY WITH
                                            THE SECURITIES AND EXCHANGE
                                            COMMISSION PURSUANT TO A REQUEST FOR
                                            CONFIDENTIAL TREATMENT) pounds of
                                            fuel for alternate

                                        Approach and Landing Maneuver:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION PURSUANT TO
                                            A REQUEST FOR CONFIDENTIAL
                                            TREATMENT)pounds of fuel for
                                            mission and (CONFIDENTIAL MATERIAL
                                            OMITTED AND FILED SEPARATELY WITH
                                            THE SECURITIES AND EXCHANGE
                                            COMMISSION PURSUANT TO A REQUEST
                                            FOR CONFIDENTIAL TREATMENT) pounds
                                            of fuel for alternate

                                        Taxi-in (shall be consumed from the
                                            reserve fuel): (CONFIDENTIAL
                                            MATERIAL OMITTED AND FILED
                                            SEPARATELY WITH THE SECURITIES AND
                                            EXCHANGE COMMISSION PURSUANT TO A
                                            REQUEST FOR CONFIDENTIAL TREATMENT)
                                            pounds of fuel

         e)     The mission payload guarantee is based on an Operating Weight
                Empty (OWE) composed of the actual Aircraft Fleet average
                Manufacturer's Weight Empty (MWE) as

                                  LA5A(GE)-25
<PAGE>

                demonstrated at delivery of the Aircraft Fleet (but in no event
                more than (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                REQUEST FOR CONFIDENTIAL TREATMENT)pounds) plus the following
                fixed allowances:

                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer
                      changes (CONFIDENTIAL MATERIAL OMITTED AND FILED
                      SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                      PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                      for operator items (CONFIDENTIAL MATERIAL OMITTED AND
                      FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                      TREATMENT)pounds for in-service growth

4.       GENERAL GUARANTEE CONDITIONS

4.1      AIRCRAFT CONFIGURATION

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees in this Part B for any configuration
         change or deviation from the Specification which is agreed between
         Buyer and Seller subsequent to the date hereof, provided that any such
         adjustment is made contemporaneously with such Specification change or
         deviation.

4.2      COMPLIANCE

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

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

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

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

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

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

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


                                  LA5A(GE)-26
<PAGE>

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

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

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

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

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


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

5.       REMEDIES

5.1      GENERAL
         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)exceeds the guaranteed levels set
         forth in Subparagraph 2.2 of this Part B, then the Buyer and the Seller
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

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

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

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

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

5.2      FUEL BURN(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)-


                                   LA5A (GE)-27
<PAGE>
         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)fails to
                  comply with the guarantee set forth in Subparagraph 2.2 of
                  this Part B, (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

5.3      MISSION PAYLOAD RANGE

         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)fails to meet the mission payload
         range guarantee set forth in Paragraph 3 of this Part B, (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

5.4      LIMITATIONS AND CONDITIONS

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer, which is provided to Seller for Seller
                  to perform the calculations of compensation due hereunder.

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

         (iii)    The Seller's maximum liability pursuant to (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

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

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

         (iv)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)as aforesaid shall be deemed to settle
                  any and all claims and remedies of the Buyer against the
                  Seller under this Part B (CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)but shall not
                  settle or modify in any respect any other claim or remedy of
                  the Buyer against the Seller. Nothing in this Paragraph 5.4
                  (iv) shall (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT)

         (v)      The intent of Part B of this Letter Agreement is to provide
                  benefits to the Buyer as a result of the failure of the
                  Buyer's Aircraft to achieve the performance level stipulated


                                   LA5A (GE)-28
<PAGE>

                  in the guarantees set forth in this Part B. It is not the
                  intent, however, to duplicate benefits provided to the Buyer
                  by the Seller under Part A of this Letter Agreement as a
                  result of the same failure. (CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

UNQUOTE

         THIS LETTER AGREEMENT SETS FORTH THE EXCLUSIVE GUARANTEES, WARRANTIES,
         EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA, AND THE
         EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, ARISING FROM (BUT SOLELY TO
         THE EXTENT ARISING FROM) ANY FAILURE OF ANY AIRCRAFT (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)TO
         DEMONSTRATE COMPLIANCE WITH ANY OF THE GUARANTEES SET FORTH IN THIS
         LETTER AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
         MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
         PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION OR
         LIABILITY OF AVSA OR ANY RIGHT, CLAIM OR REMEDY OF BUYER IN CONTRACT OR
         IN TORT, WHETHER OR NOT ARISING FROM SELLER'S NEGLIGENCE, ACTUAL OR
         IMPUTED, INTENTIONAL ACT, OR STRICT LIABILITY AND ANY OBLIGATION OR
         LIABILITY OF SELLER OR ANY RIGHT, CLAIM OR REMEDY OF BUYER FOR LOSS OF
         OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR
         LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT,
         EQUIPMENT, ACCESSORY OR PART, OR FOR ANY OTHER DIRECT, INCIDENTAL OR
         CONSEQUENTIAL DAMAGES, PROVIDED THAT IN THE EVENT THAT ANY OF THE
         AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR
         OTHERWISE INEFFECTIVE THE REMAINDER OF THIS PARAGRAPH SHALL REMAIN IN
         FULL FORCE AND EFFECT AND PROVIDED, FURTHER, THAT NOTHING IN THIS
         LETTER AGREEMENT SHALL BE DEEMED TO MODIFY, SETTLE, COMPROMISE, LIMIT,
         RELEASE OR OTHERWISE AFFECT ANY OTHER CLAIM, RIGHT OR REMEDY OF
         NORTHWEST AGAINST AVSA OR THE MANUFACTURER. THE GUARANTEES SET FORTH IN
         THIS LETTER AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT
         BY A WRITTEN INSTRUMENT SIGNED BY AVSA AND NORTHWEST.

         ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this paragraph shall
         be void and of no force or effect.


                                   LA5A (GE)-29
<PAGE>

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                              Very truly yours,

                                              AVSA, S.A.R.L.


                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________


                                                                      APPENDIX 1

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


                                   LA5A (GE)-30
<PAGE>

                             LETTER AGREEMENT NO 5B


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:      PERFORMANCE GUARANTEES FOR PRATT & WHITNEY POWERED AIRCRAFT

Ladies and Gentlemen:

         Northwest Airlines, Inc., ("Northwest") and AVSA, S.A.R.L. ("Seller"),
have entered into an A330 Purchase Agreement, dated as of even date herewith
(the "Agreement"), which covers, among other matters, the sale by Seller and the
purchase by Northwest of certain Aircraft, under the terms and conditions set
forth in said Agreement. Northwest and Seller have agreed to set forth in this
Letter Agreement No. 5B (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement shall have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

         AVSA represents and warrants that the Manufacturer has provided to AVSA
the following performance guarantees with respect to the Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set out,
and that such guarantees are in full force and effect and have not been amended.
AVSA hereby assigns to Northwest and Northwest hereby accepts, all of AVSA's
rights and obligations as the "Buyer" under the said performance guarantees and
AVSA subrogates Northwest to all such rights and obligations in respect of the
Aircraft. AVSA hereby warrants to Northwest that (i) it has all the requisite
authority to make the foregoing assignment to and effect the foregoing
subrogation in favor of Northwest, (ii) such assignment and subrogation are
effective to confer on Northwest all of the foregoing rights and obligations of
AVSA, and (iii) AVSA shall not enter into any amendment of the provisions so
assigned or subrogated without the prior written consent of Northwest.

         It is understood that, in the provisions below between the words QUOTE
and UNQUOTE, capitalized terms have the meanings assigned thereto in this
Agreement, except that (i) the term "Seller," which means the Manufacturer as
between the Manufacturer and AVSA, also means the Manufacturer in this
Agreement, and (ii) the term "Buyer," which means AVSA as between the
Manufacturer and the Seller, means Northwest.


                                   LA5B (PW)-1
<PAGE>

QUOTE

PART A                      A330-300 PERFORMANCE GUARANTEES


         PREAMBLE

         A.   Assumptions:

              The guarantees defined below in this Part A are applicable at the
              time of delivery to each A330-300 as described in the A330-300
              Standard Specification Ref. G 000 03000 Issue 6 Revision 1, dated
              15th July 1998, amended by Specification Change Notices ("SCN")
              for:

              i)      increase of design weights

                      Maximum Taxi Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                      Maximum Takeoff Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                      Maximum Landing Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                      Maximum Zero Fuel Weight: (CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

              ii)     fitting of either:
                      (x) General Electric CF6-80E1A3 engines
                      (y) Pratt and Whitney PW4168A engines with Kevlar fan case
                      (z) Rolls-Royce Trent 772B engines except where otherwise
                      noted.

              These guarantees are comprehensive including the performance of
              both the airframe and engine in combination.

              For information only:

              For establishing FAA certified performance these guarantees have
              been based on:

              (x) the FAA certified Flight Manual of the A330-200 fitted with
              General Electric CF6-80E1A4 engines plus best estimated
              corrections for longer fuselage of the A330-300 and higher
              take-off thrust of the CF6-80E1A3 engines

              (y) the FAA certified Flight Manual of the A330-300 fitted with
              Pratt and Whitney PW4168A engines

              (z) the FAA certified Flight Manual of the A330-300 fitted with
              Rolls Royce Trent 772B engines,

                                   LA5B (PW)-2
<PAGE>

              with, in each case, a take-off thrust rating flat rated to 86
              (degree)F (ISA+15(degree)C) at sea level.

              For establishing uncertified performance these guarantees have
              been based on the In Flight Performance level relevant at the date
              of signature of the Purchase Agreement (the "IFP Level") and
              consistent with the Aircraft Performance Document (the "Orange
              Book")

              (x)     for CF6-80E1A3 engines : ref. AI/CM-T P3302 Issue 3
              (y)     for PW4168A engines : ref. AI/CM-T P3322 Issue 3
              (z)     for Trent 772B engines : ref. AI/CM-T P3342 Issue 3

         D.   Definitions:

              (i)     For the purpose of this Part A of this Letter Agreement
                      only, the term "Aircraft" is defined as any and all of the
                      A330-300 model aircraft to be acquired by the Buyer under
                      the Agreement.

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

1.       GUARANTEED PERFORMANCE

1.1      SPEED

         The level flight airspeed at an Aircraft gross weight of 460,000 pounds
         at a pressure altitude of 35,000 feet using maximum cruise thrust in
         ISA conditions shall not be less than a true Mach number of:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

1.2      EN-ROUTE ONE ENGINE INOPERATIVE

         Each Aircraft shall meet minimum en-route climb gradient (currently
         1.1%) with one engine inoperative, the other operating at the maximum
         continuous thrust available at the altitude with air conditioning
         bleeds on, without anti-icing, at a gross weight of pounds in the
         cruise configuration in ISA conditions, at a geometric altitude of:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet


                                   LA5B (PW)-3
<PAGE>

         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet

1.3      TAKE-OFF PERFORMANCE

1.3.1    The FAR permissible take-off weight shall not be less than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds

         in the following conditions (assumed representative of):

         Pressure altitude: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Ambient temperature: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         Runway length: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Slope: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Obstacles (8): (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

1.3.2    The FAR permissible take-off weight shall not be less than
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)pounds in the following conditions (assumed representative
         of(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)):


         Pressure altitude: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Ambient temperature: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         Runway length: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Slope: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE


                                   LA5B (PW)-4
<PAGE>

         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Obstacles (11): (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)(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)(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)


1.4       ALL ENGINE CLIMB

         The time, fuel burn and distance in still air to climb from an initial
         climb altitude of 1,500 feet to a final climb altitude of 35,000 feet
         on a standard day, using the conditions and operating rules defined
         below and using not more than maximum climb thrust, shall not be more
         than the following guarantee values:
         (x) for CF6-80E1A3 engines:
               Time (minutes):
               NOMINAL: 27.6 mn TOLERANCE: 1.0 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)mn
               Fuel burn (pounds):
               NOMINAL: 11,890 lb TOLERANCE: 530 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 197 nm TOLERANCE: 8 nm GUARANTEE: (CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nm
          (y) for PW4168A engines:
               Time (minutes):
               NOMINAL: 33.0 mn TOLERANCE: 1.5 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) mn
               Fuel burn (pounds):
               NOMINAL: 13,185 lb TOLERANCE:705 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 238 nm TOLERANCE: 12 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
          (z) for Trent 772B engines:
               Time (minutes):
               NOMINAL: 25.0 mn TOLERANCE: 0.8 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)mn


                                   LA5B (PW)-5
<PAGE>

               Fuel burn (pounds):
               NOMINAL: 11,110 lb TOLERANCE: 450 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 178 nm TOLERANCE: 6 nm GUARANTEE: (CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         Initial Conditions:      A gross weight of 512,020 pounds
                                  A speed of 250 KCAS.
                                  The flaps and landing gear are retracted.
         Climb:                   The Aircraft climbs from the initial
                                  climb altitude to 10,000 feet altitude
                                  at 250 KCAS.
                                  The Aircraft then accelerates to a climb speed
                                  of 330 KCAS.
                                  The climb continues at 330 KCAS until 0.82
                                  Mach number is reached. The climb continues
                                  at 0.82 Mach number to the final climb
                                  altitude at a rate of climb not less than
                                  300 feet per minute.

1.5   LANDING DISTANCE

         The FAR certified dry landing field length at an Aircraft gross weight
         of (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)pounds at sea level pressure altitude shall not
         be greater than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet

2.       FUEL BURN GUARANTEE

2.1      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)AIRCRAFT SPECIFIC RANGE

The still air range expressed in nautical miles at an initial cruise altitude of
35,000 feet on a standard day at 0.82 Mach number, starting at a gross weight of
(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         pounds and consuming 140,000 pounds of fuel, and using not more than
         maximum cruise thrust (except maximum climb thrust may be used during a
         step climb) and using the conditions and operating rules defined below,
         shall not be less than the following guarantee value for each Aircraft
         (the "Guaranteed (CONFIDENTIAL MATERIAL OMITTED AND


                                   LA5B (PW)-6

<PAGE>

         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT) Specific Range"):

         (x) for CF6-80E1A3 engines:
              NOMINAL: 5,311 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         (y) for PW4168A engines:
              NOMINAL: 5,292 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         (z) for Trent 772B engines:
              NOMINAL: 5,312 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         A step climb or multiple step climbs of 4,000 feet altitude may be used
         when beneficial to minimize fuel burn.

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

         The still air range expressed in nautical miles at an initial cruise
         altitude of 35,000 feet on a standard day at 0.82 Mach number, starting
         at a gross weight of (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds and consuming 140,000 pounds
         of fuel, and using not more than maximum cruise thrust (except maximum
         climb thrust may be used during a step climb) and using the conditions
         and operating rules defined below, shall not be less than the following
         guarantee value (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)(the "Guaranteed (CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Specific Range"): (x)
         for CF6-80E1A3 engines:

              NOMINAL: 5,311 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nm

         (y) for PW4168A engines:
              NOMINAL: 5,292 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         (z) for Trent 772B engines:
              NOMINAL: 5,312 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:


                                  LA5B(PW)-7

<PAGE>

         A step climb or multiple step climbs of 4,000 feet altitude may be used
         when beneficial to minimize fuel burn.

3.       MISSION PAYLOAD RANGE GUARANTEE

For each Aircraft the payload for a stage length of (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nautical miles in still air
(representative of a (CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT)

         route) using the conditions and operating rules defined below, shall
         not be less than the following guarantee value in pounds:

         (x) for CF6-80E1A3 engines:
              NOMINAL: 84,600 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb

         (y) for PW4168A engines:
              NOMINAL: 82,900 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) lb

         (z) for Trent 772B engines:
              NOMINAL: 84,000 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb

         Conditions and operating rules:

<TABLE>
<S>                           <C>
         Stage                The stage length is defined as the sum of the
         Length:              distances for climb, cruise, and descent.

         Takeoff:             The airport altitude is 14 feet.
                              The takeoff gross weight is 513,677 pounds.

         Climbout             Following the takeoff to 800 feet, the aircraft
         Maneuver:            accelerates to 250 KCAS while climbing to 1,500
                              feet above the departure airport altitude and
                              retracting flaps and landing gear.

         Climb:               The aircraft climbs from 1,500 feet above the
                              departure airport altitude to 10,000 feet altitude
                              at 250 KCAS. The aircraft then accelerates to a
                              climb speed of 330 KCAS. The climb continues at
                              330 KCAS until 0.82 Mach number is reached. The
                              climb continues at 0.82 Mach number to the
                              initial cruise altitude at a rate of climb not
                              less than 300 feet per minute. The temperature
                              is standard day during climb. Maximum climb
                              thrust is used during climb.

         Cruise:              The Aircraft cruises at 0.82 Mach number.
                              The initial cruise altitude is 35,000 feet.


                                  LA5B(PW)-8

<PAGE>

                              A step climb or multiple step climb of 4,000
                              feet altitude may be used when beneficial to
                              minimize fuel burn. The temperature is standard
                              day during cruise. The cruise thrust is not to
                              exceed maximum cruise thrust except during a
                              step climb when maximum climb thrust may be
                              used.

         Descent:             The Aircraft descends from the final cruise
                              altitude at 0.82 Mach number until 330 KCAS is
                              reached. The descent continues at 330 KCAS to
                              an altitude of 10,000 feet. At that altitude
                              the Aircraft decelerates to 250 KCAS. The
                              descent continues at 250 KCAS to an altitude of
                              1,500 feet above the destination airport
                              altitude. Throughout the descent, the cabin
                              pressure will be controlled to a maximum rate
                              of descent equivalent to 350 feet per minute at
                              sea level. The temperature is standard day
                              during descent.

         Approach and         The Aircraft decelerates to the final approach
         Landing Maneuver:    speed while extending landing gear and flaps, then
                              descends and lands.

                              The destination airport altitude is 841 feet.

         Usable Reserve       At the end of approach and landing, an amount of
         Fuel:                fuel corresponding to the profile defined below
                              shall remain in the tanks :

                              FAR Reserve - 31.5 minutes hold (representative
                              of 30 minutes hold with 5% mark-up for
                              racetrack pattern) at 1500ft, ISA,at actual
                              Zero Fuel Weight.

                              Alternate - alternate is assumed to be 67 NM
                              (Rochester, MN).
                              Fuel burn and time include the following:

                                 Fuel for takeoff to operational climb speed
                                 with 2 minutes time allowance and no
                                 distance credit
                                 Optimum climb airspeed for fuel economy
                                 Cruise at LRC at optimum altitude Optimum
                                 descent airspeed for fuel economy Approach
                                 and land fuel with 5 minutes time allowance
                                 and no distance credit
                              (alternate fuel will never be less than fuel to
                              a 15 minute alternate)

                              International 10% - 10 minutes of fuel at end
                              of cruise altitude, LRC, ISA, actual landing
                              weight.

                              Contingency (Holding) - 21 minutes hold
                              (representative of 20 minutes hold with 5%
                              mark-up for racetrack pattern), FL150, ISA,
                              actual landing weight.

         Fixed Allowances:    For the purpose of this guarantee and for the
                              purpose of establishing compliance with this
                              guarantee, the following shall be used as fixed
                              quantities and allowances:


                                  LA5B(PW)-9

<PAGE>

                              Engine Start and Taxi-out: 800 pounds of fuel

                              Takeoff and Climbout Maneuver: 1,650 pounds of
                              fuel for mission departure and 1,150 pounds of
                              fuel for alternate

                              Approach and Landing Maneuver: 420 pounds of fuel
                              for mission and 420 pounds of fuel for alternate

                              Taxi-in (shall be consumed from the reserve fuel):
                              500 pounds of fuel

</TABLE>

         The Operating Weight Empty (OWE) derived in Subparagraph 4.2 of this
         Part A is the basis for this mission guarantee.

4.       WEIGHT GUARANTEES

4.1      MANUFACTURER'S WEIGHT EMPTY

         The Seller guarantees that the Manufacturer's Weight Empty (as
         defined in the A330-300 Standard Specification set forth in the
         Preamble) of each Aircraft as defined in the Preamble, which will be
         derived from the weighing of each Aircraft, shall not be more than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)Aircraft

         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)Aircraft

         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for ANY(CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT) Aircraft

         and shall not be more than:

         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A


                                  LA5B(PW)-10

<PAGE>

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

4.2      STRUCTURAL USABLE LOAD

         The Seller guarantees that the excess of the Maximum Zero Fuel Weight
         (as defined in the A330-300 Standard Specification set forth in the
         Preamble) of each Aircraft as defined in the Preamble over the
         Operating Weight Empty (as defined below) of such Aircraft, shall not
         be less than:

         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)Aircraft

         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any(CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)Aircraft

         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for ANY(CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT) Aircraft

         and shall not be less than:

         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         Operating Weight Empty is the sum of the Manufacturer's Weight Empty
         (as defined in the Type Specification set forth in the Preamble) plus
         the following fixed allowances:

         (x) for CF6-80E1A3 engines:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes

                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items

         (y) for PW4168A engines:


                                  LA5B(PW)-11
<PAGE>

                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes

                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items

         (z) for Trent 772B engines:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes

                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items

5.      GENERAL GUARANTEE CONDITIONS

5.1     AIRCRAFT CONFIGURATION

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees set forth in this Part A for any
         configuration change or deviation from the A330-300 Standard
         Specification which is agreed between Buyer and Seller subsequent to
         the date hereof, provided that any such adjustment is made
         contemporaneously with such A330-300 Standard Specification change or
         deviation.

5.2     PERFORMANCE DEFINITIONS

5.2.1    Performance and noise certification rules will be those required to
         obtain FAR certification under the FAA Airworthiness Code as defined in
         the Type Specification.

5.2.3    All performance data is based on the International Standard Atmosphere
         and specified variations. Unless otherwise stated all altitudes are
         pressure altitudes.

5.2.3    Unless otherwise stated, take-off and landing performance is based upon
         a hard, smooth, dry and level runway surface with zero wind, and
         assumes no line-up allowance.

5.2.4    Take-off and landing performance is based on the brakes and tires as
         specified in the aircraft configuration defined in the Preamble.

5.2.5    Devices such as flaps, landing gear, speed brakes, wheel brakes,
         anti-skid and engines will be employed in the manner which provides the
         best performance standard consistent with approved operations.

5.2.6    All guaranteed performance in this Part A is based upon no air bleed
         from the engines for airframe or engine anti-icing.

5.2.7    For take-off and take-off climb performance, landing and landing climb
         performance, no air will be bled from the engine for air conditioning.

5.2.8    For en route performance, engine bleeds consistent with normal
         operation of the air conditioning system, including recirculation, are
         assumed.



                                  LA5B(PW)-12

<PAGE>

5.2.9    Normal electrical services will be in use consistent with the typical
         load schedule given in the A330-300 Standard Specification.

5.2.10   All guaranteed performance in this Part A assumes the use of approved
         fuel with a Lower Heating Value (the "LHV") of 18,590 BTU/lb and with a
         specific gravity of 6.7 pounds/gallon as such.

5.2.11   The speed, specific range and all-engine climb guarantees and the
         climb, cruise and descent portions of the mission guarantees are based
         on an Aircraft center of gravity location of 33 percent of the mean
         aerodynamic chord.


5.3     COMPLIANCE

5.3.1    The Seller shall provide to Buyer a guarantee compliance report
         providing the compliance data for each Aircraft (the "Guarantee
         Compliance Report"), in a timely manner after final data is collected,
         but in no event later than ten (10) Working Days after acceptance by
         Buyer of the Aircraft. The Guarantee Compliance Report shall contain
         compliance results determined in accordance with this Subparagraph 5.3.

5.3.2    Compliance with the en-route one engine inoperative, takeoff
         performance and landing distance guarantees will be demonstrated with
         reference to performance data contained in the approved Flight Manual.
         Compliance with climb performance and speed will be demonstrated with
         reference to the IFP Level.

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

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

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

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

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

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

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


                                  LA5B(PW)-13

<PAGE>

5.3.4    The actual (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Aircraft specific range, used for determining
         compliance with the fuel burn and mission payload guarantees, will be
         defined as the IFP Level corrected by the Correction Factor.

5.3.5    The actual (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)specific range, used for determining compliance
         with the fuel burn guarantee, will be defined upon delivery of each
         individual Aircraft as (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

5.3.6    Compliance with fuel burn guarantees shall be determined as follows:

         (i)      with respect to each Aircraft, if its actual (CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT)Aircraft specific range meets the guarantee level
                set forth in Subparagraph 2.1 of this Part A.

         (ii)     with respect to the(CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT), if, upon delivery of
                any Aircraft, the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT)specific range meets the
                guarantee level set forth in Subparagraph 2.2 of this Part A.
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)

5.3.7    Compliance with the mission payload guarantee, as defined in Paragraph
         3 of this Part A, will be based on the actual individual Aircraft
         specific range as defined in Subparagraph 5.3.4 of this Part A and the
         actual Manufacturer's Weight Empty of the applicable Aircraft as
         determined pursuant to Subparagraph 5.3.8 of this Part A.

5.3.8    Compliance with the weight guarantees set forth in Subparagraphs 4.1
         and 4.2 of this Part A shall be demonstrated in a weight compliance
         report with reference to actual aircraft weighing results.

6        ADJUSTMENT OF GUARANTEES

         Should any change be made to any law, governmental regulation or
         requirement or interpretation thereof ("Rule Change") by any
         governmental agency subsequent to the date of the Agreement, and should
         such Rule Change (i) more than minimally affect the Aircraft
         configuration or performance or both, and (ii) be required to obtain
         the Standard Airworthiness Certificate for the Aircraft, the guarantees
         set forth herein shall be appropriately modified to reflect the
         effect(s) of any such Rule Change(s).

7.       EXCLUSIVE GUARANTEES


                                  LA5B(PW)-14

<PAGE>

         The guarantees set forth in this Part A supersede any similar
         guarantees from Seller that may be stated in the A330-300 Standard
         Specification or any other document, except for the guarantees set
         forth in Part B of this Letter Agreement.

8.       REMEDIES

8.1      GENERAL

8.1.1    In the event that the Seller fails to demonstrate compliance by one or
         more Aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)with any of the guarantees set forth in this
         Part A, the Seller shall

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

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

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

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

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

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

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

8.2      FUEL BURN

         The Compensation for failure to comply with either the guarantee set
         forth in Subparagraph 2.1 or Subparagraph 2.2 of this Part A shall be
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.2.1    DEFICIENCY OF (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)AIRCRAFT


                                  LA5B(PW)-15

<PAGE>

         In the event that an (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
                  fails to comply with the guarantee set forth in Subparagraph
                  2.1 of this Part A, the amount of Compensation (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

8.2.2    DEFICIENCY OF AIRCRAFT FLEET

         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)fails to
                  comply with the guarantee set forth in Subparagraph 2.2 of
                  this Part A, the amount of Compensation (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

8.3      PAYLOAD

         The Compensation for failure to comply with either the guarantees set
         forth in Subparagraph 1.3, Paragraph 3 or Subparagraph 4.2 of Part A of
         this Letter Agreement shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

8.3.1    MISSION PAYLOAD RANGE

         In the event that any Aircraft fails to meet the mission payload range
         guarantee in Paragraph 3 of this Part A, the amount of Compensation
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.3.2    STRUCTURAL USABLE LOAD

         In the event that any Aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)fail to meet the guarantee levels
         specified in Subparagraph 4.2 of this Part A, the Compensation shall
         BE(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

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

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

8.3.3    TAKE-OFF


                                  LA5B(PW)-16
<PAGE>

         In the event that an Aircraft fails to meet the take-off guarantees set
         forth in Subparagraph 1.3 of this Part A, the amount of Compensation
         shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT). The amount of Compensation hereunder shall
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.3.4    LANDING

         In the event that an Aircraft fails to meet the landing guarantee set
         forth in Subparagraph 1.5 of this Part A, the amount of Compensation
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), provided that the Buyer demonstrates to the
         Seller that such deficiency adversely impacts the Buyer's operation of
         the affected Aircraft.


8.4      MANUFACTURER'S WEIGHT EMPTY

In the event that the Manufacturer's Weight Empty (MWE) of an (CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft or of the
(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

         exceeds the guarantee levels specified in Subparagraph 4.1 of this Part
         A the amount of Compensation shall be (CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

8.5      SPEED

         In the event that an Aircraft fails to meet the speed guarantee set
         forth in Subparagraph 1.1 of this Part A, the amount of Compensation
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), subject to the limitations and conditions set
         forth in Subparagraph 8.8 of this Part A, provided that the Buyer
         demonstrates to the Seller that such deficiency adversely impacts the
         Buyer's operation of the affected Aircraft.

8.6      ONE ENGINE INOPERATIVE

         In the event that an Aircraft fails to meet the one engine inoperative
         guarantee set forth in Subparagraph 1.2 of this Part A, the amount of
         Compensation shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT), subject to the limitations and
         conditions set forth in Subparagraph 8.8 of this Part A, provided that
         the Buyer demonstrates to the Seller that such deficiency adversely
         impacts the Buyer's operation of the affected Aircraft.

8.7      ALL ENGINE CLIMB


                                  LA5B(PW)-17

<PAGE>

         In the event that an Aircraft fails to meet the all engine climb
         guarantee set forth in Subparagraph 1.4 of this Part A, the amount of
         Compensation shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT), subject to the limitations and
         conditions set forth in Subparagraph 8.8 of this Part A, provided that
         the Buyer demonstrates to the Seller that such deficiency adversely
         impacts the Buyer's operation of the affected Aircraft.

8.8      LIMITATIONS AND CONDITIONS

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer, which is provided to Seller for Seller
                  to perform the calculations of Compensation due hereunder.

         (ii)     If at any time following delivery of an Aircraft the Seller
                  restores the required performance level of an Aircraft which
                  has initially failed to meet the performance guarantee
                  requirements of Paragraphs 1, 2, 3 or 4 of this Part A, and
                  the Seller demonstrates compliance for such specific Aircraft
                  in accordance with the applicable compliance provisions of
                  this Part A, all further payments of Compensation required
                  under this Part A with respect to such initial failure shall
                  cease and the Seller shall have no further obligation to the
                  Buyer under this Part A for such initial failure in respect of
                  such Aircraft. Seller shall demonstrate compliance
                  by(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT), gathering data and producing a
                  Guarantee Compliance Report which demonstrates compliance for
                  such specific Aircraft in accordance with the applicable
                  compliance provisions of this Part A. The compliance level
                  achieved by such Aircraft shall be taken into account for all
                  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)calculations for the purposes of this
                  Part A.

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

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

         (v)      The Seller's maximum liability (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

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


                                  LA5B(PW)-18

<PAGE>

         (vi)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)as aforesaid shall be deemed to settle
                  any and all claims and remedies of the Buyer against the
                  Seller under this Part A provided that the Seller has first
                  endeavored to restore the required performance as per
                  Paragraph 8.1.1(i) above, but shall not settle or modify in
                  any respect any other claim or remedy of the Buyer against the
                  Seller. Nothing in this Paragraph 8.8 (vi) shall oblige the
                  Seller to (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT)


                                  LA5B(PW)-19

<PAGE>

     PART B

     A330-300 (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT)GUARANTEES

                  Seller hereby extends and grants to Buyer the (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)guarantees with respect to the Aircraft set forth in
                  this Part B of this Letter Agreement, subject to the terms,
                  conditions, limitations and restrictions all as hereinafter
                  set out.


                  PREAMBLE

                  A.  Assumptions:

                  The guarantees defined below in this Part B are applicable to
                  each A330-300 Aircraft as described in the A330-300 Standard
                  Specification Ref. G 000 03000 Issue 6 Revision 1, dated 15th
                  July 1998, amended by Specification Change Notices ("SCN")
                  (the "Specification") for:

                      i)       increase of Design weights
                               Maximum Taxi Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                               Maximum Takeoff Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                               Maximum Landing Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds
                               Maximum Zero Fuel Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds


                      ii)      fitting of:
                               Pratt and Whitney PW4168A engines with Kevlar fan
                               case

                  These guarantees are comprehensive including the performance
                  of both the airframe and engine in combination.

                      For information only:
                      For establishing uncertified performance these guarantees
                      have been based on the In Flight Performance Level
                      relevant at the date of the signature of the Purchase
                      Agreement


                                  LA5B(PW)-20

<PAGE>

                      (the "IFP Level") and consistent with the Aircraft
                      Performance Document (the "Orange Book") ref. AI/CM-T
                      P3322 Issue 3.

                  B.  Definitions:

                      (i)      For the purpose of this Part B of this Letter
                               Agreement only, the term "Aircraft" is defined as
                               any and all of the A330-300 model aircraft to be
                               acquired by the Buyer under the Agreement.

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


                                  LA5B(PW)-21

<PAGE>

1.       GENERAL PROVISIONS

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

1.2      The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Guarantees in this Part B are contingent
         upon:(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT).

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

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

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

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

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

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

2.       FUEL BURN GUARANTEE

2.1      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT) (expressed as a percentage) determined in accordance with
         the In-Flight Performance Program (IFP).

         -    2.2   The Seller guarantees to the Buyer that the (CONFIDENTIAL
              MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
              EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
              TREATMENT)shall not be worse than the IFP Level (CONFIDENTIAL
              MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
              EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
              TREATMENT)


                                  LA5B(PW)-22

<PAGE>
3.       MISSION PAYLOAD GUARANTEE

         The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) as stated in Paragraph 2.2 of this Part B shall
         allow the carrying of a guaranteed payload of not 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)

                over an equivalent still air stage distance of (CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT) nautical miles (assumed representative of
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)for a winter operation) when operated
                under the conditions described below.

         a)     If the (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)as stated in Subparagraph 2.2 of this
                Part B is modified according to Subparagraph 1.3 of this Part B,
                the above guaranteed payload shall be modified accordingly,
                using the following relationship:

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

         b)     Available takeoff weight is assumed to be (CONFIDENTIAL MATERIAL
                OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                pounds.

         c)     The destination airport conditions are such as to allow the
                required landing weight to be used without performance
                restrictions and without exceeding the Maximum Landing Weight as
                defined in Type Specification referenced in the Preamble.

         d)     .
         Conditions and operating rules:

         Stage                The stage length is defined as the sum of the
         Length:              distances for climb, cruise, and descent.

         Takeoff:             The airport altitude is 14 feet.
                              The takeoff gross weight is (CONFIDENTIAL
                              MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                              A REQUEST FOR CONFIDENTIAL TREATMENT)pounds.

         Climbout             Following the takeoff to 800 feet, the aircraft
                              accelerates to

                                  LA5B(PW)-23

<PAGE>
         Maneuver:            250 KCAS while climbing to 1,500
                              feet above the departure airport altitude and
                              retracting flaps and landing gear.

         Climb:               The aircraft climbs from 1,500 feet above the
                              departure airport altitude to 10,000 feet
                              altitude at 250 KCAS.
                              The aircraft then accelerates to a climb speed of
                              330 KCAS.
                              The climb continues at 330 KCAS until 0.82 Mach
                              number is reached.
                              The climb continues at 0.82 Mach number to the
                              initial cruise altitude at a rate of climb not
                              less than 300 feet per minute.
                              The temperature is standard day during climb.
                              Maximum climb thrust is used during climb.

         Cruise:              The Aircraft cruises at 0.82 Mach number.
                              The initial cruise altitude is 35,000 feet.
                              A step climb or multiple step climb of 4,000 feet
                              altitude may be used when beneficial to
                              minimize fuel burn.
                              The temperature is standard day during cruise.
                              The cruise thrust is not to exceed maximum cruise
                              thrust except during a step climb when maximum
                              climb thrust may be used.

         Descent:             The Aircraft descends from the final cruise
                              altitude at 0.82 Mach number until 330 KCAS is
                              reached.
                              The descent continues at 330 KCAS to an altitude
                              of 10,000 feet. At that altitude the Aircraft
                              decelerates to 250 KCAS.
                              The descent continues at 250 KCAS to an altitude
                              of 1,500 feet above the destination airport
                              altitude.
                              Throughout the descent, the cabin pressure will be
                              controlled to a maximum rate of descent equivalent
                              to 350 feet per minute at sea level.

                              The temperature is standard day during descent.

         Approach and         The Aircraft decelerates to the final approach
         Landing Maneuver:    speed while extending landing gear and flaps, then
                              descends and lands.

                              The destination airport altitude is 841 feet.

         Usable Reserve       At the end of approach and landing, an amount of
         Fuel:                fuel defined as follows shall remain in the tanks:

                              FAR Reserve - 31.5 minutes hold (representative
                              of 30 minutes hold with 5% mark-up for
                              racetrack pattern) at 1500ft, ISA,at actual
                              Zero Fuel Weight.

                              Alternate - alternate is assumed to be 67 NM
                              (Rochester, MN). Fuel burn and time
                              include the following:

                                 Fuel for takeoff to operational climb speed
                                 with 2 minutes time allowance and no distance
                                 credit
                                 Optimum climb airspeed for fuel economy
                                 Cruise at LRC at optimum altitude
                                 Optimum descent airspeed for fuel economy


                                  LA5B(PW)-24

<PAGE>

                                 Approach and land fuel with 5 minutes time
                                 allowance and no distance credit
                              (alternate fuel will never be less than fuel to a
                              15 minute alternate)

                              International 10% - 10 minutes of fuel at end
                              of cruise altitude, LRC, ISA, actual landing
                              weight.

                              Contingency (Holding) - 21 minutes hold
                              (representative of 20 minutes hold with 5%
                              mark-up for racetrack pattern), FL150, ISA,
                              actual landing weight.

         Fixed Allowances:    For the purpose of this guarantee and
                              for the purpose of establishing compliance with
                              this guarantee, the following shall be used as
                              fixed quantities and allowances:

                              Engine Start and Taxi-out: (CONFIDENTIAL MATERIAL
                                      OMITTED AND FILED SEPARATELY WITH THE
                                      SECURITIES AND EXCHANGE COMMISSION
                                      PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                      TREATMENT)pounds of fuel

                              Takeoff and Climbout Maneuver: (CONFIDENTIAL
                              MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                              A REQUEST FOR CONFIDENTIAL TREATMENT)pounds of
                              fuel for mission departure and (CONFIDENTIAL
                              MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                              A REQUEST FOR CONFIDENTIAL TREATMENT)pounds of
                              fuel for alternate

                              Approach and Landing Maneuver: (CONFIDENTIAL
                              MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                              A REQUEST FOR CONFIDENTIAL TREATMENT)pounds of
                              fuel for mission and (CONFIDENTIAL MATERIAL
                              OMITTED AND FILED SEPARATELY WITH THE
                              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                              A REQUEST FOR CONFIDENTIAL TREATMENT)pounds of
                              fuel for alternate

                              Taxi-in (shall be consumed from the reserve fuel):
                                      (CONFIDENTIAL MATERIAL OMITTED AND FILED
                                      SEPARATELY WITH THE SECURITIES AND
                                      EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                      FOR CONFIDENTIAL TREATMENT)pounds of fuel

         e)     The mission payload guarantee is based on an Operating Weight
                Empty (OWE) composed of the actual Aircraft Fleet average
                Manufacturer's Weight Empty (MWE) as demonstrated at delivery of
                the Aircraft Fleet (but in no event more than (CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE


                                  LA5B(PW)-25

<PAGE>

                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                pounds), plus the following fixed allowances:

                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer
                      changes
                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator
                      items
                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for in-service
                      growth

4.       GENERAL GUARANTEE CONDITIONS

4.1      AIRCRAFT CONFIGURATION

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees in this Part B for any configuration
         change or deviation from Specification which is agreed between Buyer
         and Seller subsequent to the date hereof, provided that any such
         adjustment is made contemporaneously with such Specification change or
         deviation.

4.2      COMPLIANCE

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

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

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

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

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

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

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


                                  LA5B(PW)-26
<PAGE>

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

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

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

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

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

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

5.       REMEDIES

5.1      GENERAL

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

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

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

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

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

                                 LA5B (PW)-27

<PAGE>

         In the event that the(CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) fails to
                  comply with the guarantee set forth in Subparagraph 2.2 of
                  this Part B, (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

5.2.2    If the Buyer believes the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)Specific Range Deterioration is
         within 1% of the guarantee set forth in Subparagraph 2.2 of this Part
         B, Buyer shall give prompt written notice thereof. Upon Seller's
         receipt of any notice that the Aircraft Fleet Specific Range
         Deterioration is within 1% of the guarantee set forth in Subparagraph
         2.2 of this Part B, Buyer, Seller and EM will work together to evaluate
         the basic data.

5.3      MISSION PAYLOAD RANGE

         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)fails to meet the mission payload
         range guarantee set forth in Paragraph 3 of this Part B, (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

5.4      LIMITATIONS AND CONDITIONS

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer, which is provided to Seller for Seller
                  to perform the calculations of compensation due hereunder.

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

         (iii)    The Seller's maximum liability, over the Guarantee Period,
                  pursuant to (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

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

         (iv)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT) as aforesaid shall be deemed to settle
                  any and all claims and remedies of the Buyer against the
                  Seller under this Part B(CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND

                                 LA5B (PW)-28

<PAGE>

                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT), but shall not settle or modify in any respect any
                  other claim or remedy of the Buyer against the Seller. Nothing
                  in this Paragraph 5.4 (iv) shall (CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         (v)      The intent of Part B of this Letter Agreement is to provide
                  benefits to the Buyer as a result of the failure of the
                  Buyer's Aircraft to achieve the performance level stipulated
                  in the guarantees set forth in this Part B. It is not the
                  intent, however, to duplicate benefits provided to the Buyer
                  by the Seller under Part A of this Letter Agreement as a
                  result of the same failure. (CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

                  Further, it is not the intent of the EM to provide duplicate
                  benefits to Buyer under this Letter Agreement and EM's direct
                  commitments to Buyer to the extent that such benefits are
                  duplicative.

UNQUOTE

         THIS LETTER AGREEMENT SETS FORTH THE EXCLUSIVE GUARANTEES, WARRANTIES,
         EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA, AND THE
         EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, ARISING FROM (BUT SOLELY TO
         THE EXTENT ARISING FROM) ANY FAILURE OF ANY AIRCRAFT (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)TO
         DEMONSTRATE COMPLIANCE WITH ANY OF THE GUARANTEES SET FORTH IN THIS
         LETTER AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
         MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
         PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION OR
         LIABILITY OF AVSA OR ANY RIGHT, CLAIM OR REMEDY OF BUYER IN CONTRACT OR
         IN TORT, WHETHER OR NOT ARISING FROM SELLER'S NEGLIGENCE, ACTUAL OR
         IMPUTED, INTENTIONAL ACT, OR STRICT LIABILITY AND ANY OBLIGATION OR
         LIABILITY OF SELLER OR ANY RIGHT, CLAIM OR REMEDY OF BUYER FOR LOSS OF
         OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR
         LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT,
         EQUIPMENT, ACCESSORY OR PART, OR FOR ANY OTHER DIRECT, INCIDENTAL OR
         CONSEQUENTIAL DAMAGES, PROVIDED THAT IN THE EVENT THAT ANY OF THE
         AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR
         OTHERWISE INEFFECTIVE THE REMAINDER OF THIS PARAGRAPH SHALL REMAIN IN
         FULL FORCE AND EFFECT AND PROVIDED, FURTHER, THAT NOTHING IN THIS
         LETTER AGREEMENT SHALL BE DEEMED TO MODIFY, SETTLE, COMPROMISE, LIMIT,
         RELEASE OR OTHERWISE AFFECT ANY OTHER CLAIM, RIGHT OR REMEDY OF
         NORTHWEST AGAINST AVSA OR THE MANUFACTURER. THE GUARANTEES SET FORTH IN
         THIS LETTER AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT
         BY A WRITTEN INSTRUMENT SIGNED BY AVSA AND NORTHWEST.

         ASSIGNMENT

                                 LA5B (PW)-29

<PAGE>

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this paragraph shall
         be void and of no force or effect.





                                 LA5B (PW)-30

<PAGE>

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                              Very truly yours,

                                              AVSA. S.A.R.L.


                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________



Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________




                                 LA5B (PW)-31

<PAGE>

                                                                      APPENDIX 1

(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)




                                 LA5B (PW)-32

<PAGE>

                             LETTER AGREEMENT NO. 5C


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:      PERFORMANCE GUARANTEES FOR ROLLS ROYCE POWERED AIRCRAFT

Ladies and Gentlemen:

         Northwest Airlines, Inc., ("Northwest") and AVSA, S.A.R.L., ("AVSA"),
have entered into an A330 Purchase Agreement, dated as of even date herewith
(the "Agreement"), which covers, among other matters, the sale by Seller and the
purchase by Northwest of certain Aircraft, under the terms and conditions set
forth in said Agreement. Northwest and Seller have agreed to set forth in this
Letter Agreement No. 5C (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement shall have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

         AVSA represents and warrants that the Manufacturer has provided to AVSA
the following performance guarantees with respect to the Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set out,
and that such guarantees are in full force and effect and have not been amended.
AVSA hereby assigns to Northwest and Northwest hereby accepts, all of AVSA's
rights and obligations as the "Buyer" under the said performance guarantees and
AVSA subrogates Northwest to all such rights and obligations in respect of the
Aircraft. AVSA hereby warrants to Northwest that (i) it has all the requisite
authority to make the foregoing assignment to and effect the foregoing
subrogation in favor of Northwest, (ii) such assignment and subrogation are
effective to confer on Northwest all of the foregoing rights and obligations of
AVSA, and (iii) AVSA shall not enter into any amendment of the provisions so
assigned or subrogated without the prior written consent of Northwest.

         It is understood that, in the provisions below between the words QUOTE
and UNQUOTE, capitalized terms have the meanings assigned thereto in this
Agreement, except that (i) the term "Seller," which means the Manufacturer as
between the Manufacturer and AVSA, also means the Manufacturer in this
Agreement, and (ii) the term "Buyer," which means AVSA as between the
Manufacturer and the Seller, means Northwest.

QUOTE

                                 LA5C (RR)-1

<PAGE>

PART A                      A330-300 PERFORMANCE GUARANTEES


         PREAMBLE

         A.   Assumptions:

              The guarantees defined below in this Part A are applicable at the
              time of delivery to each A330-300 as described in the A330-300
              Standard Specification Ref. G 000 03000 Issue 6 Revision 1, dated
              15th July 1998, amended by Specification Change Notices ("SCN")
              for:

              i)      increase of design weights
                      Maximum Taxi Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      Maximum Takeoff Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      Maximum Landing Weight: (CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                      Maximum Zero Fuel Weight: (CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT)pounds

              ii)     fitting of either:
                      (x) General Electric CF6-80E1A3 engines
                      (y) Pratt and Whitney PW4168A engines with Kevlar fan case
                      (z) Rolls-Royce Trent 772B engines except where otherwise
                      noted.

              These guarantees are comprehensive including the performance of
              both the airframe and engine in combination.

              For information only:

              For establishing FAA certified performance these guarantees have
              been based on:

              (x) the FAA certified Flight Manual of the A330-200 fitted with
              General Electric CF6-80E1A4 engines plus best estimated
              corrections for longer fuselage of the A330-300 and higher
              take-off thrust of the CF6-80E1A3 engines

              (y) the FAA certified Flight Manual of the A330-300 fitted with
              Pratt and Whitney PW4168A engines

              (z) the FAA certified Flight Manual of the A330-300 fitted with
              Rolls Royce Trent 772B engines, with, in each case, a take-off
              thrust rating flat rated to 86(degree)F (ISA+15(degree)C) at sea
              level.

                                 LA5C (RR)-2

<PAGE>

              For establishing uncertified performance these guarantees have
              been based on the In Flight Performance level relevant at the date
              of signature of the Purchase Agreement (the "IFP Level") and
              consistent with the Aircraft Performance Document (the "Orange
              Book")

              (x)     for CF6-80E1A3 engines : ref. AI/CM-T P3302 Issue 3
              (c)     for PW4168A engines : ref. AI/CM-T P3322 Issue 3
              (d)     for Trent 772B engines : ref. AI/CM-T P3342 Issue 3

         F.   Definitions:

              (i)     For the purpose of this Part A of this Letter Agreement
                      only, the term "Aircraft" is defined as any and all of the
                      A330-300 model aircraft to be acquired by the Buyer under
                      the Agreement.

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

1.      GUARANTEED PERFORMANCE

1.1     SPEED

        The level flight airspeed at an Aircraft gross weight of 460,000 pounds
        at a pressure altitude of 35,000 feet using maximum cruise thrust in
        ISA conditions shall not be less than a true Mach number of:
        (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT)
        (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT)
        (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT)

1.2     EN-ROUTE ONE ENGINE INOPERATIVE

        Each Aircraft shall meet minimum en-route climb gradient (currently
        1.1%) with one engine inoperative, the other operating at the maximum
        continuous thrust available at the altitude with air conditioning
        bleeds on, without anti-icing, at a gross weight of pounds in the
        cruise configuration in ISA conditions, at a geometric altitude of:
        (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT)feet
        (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT)feet
        (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
        REQUEST FOR CONFIDENTIAL TREATMENT)feet

1.3      TAKE-OFF PERFORMANCE

                                 LA5C (RR)-3

<PAGE>

1.3.1    The FAR permissible take-off weight shall not be less than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds

         in the following conditions (assumed representative of):

         Pressure altitude: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Ambient temperature: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)
         Runway length: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Slope: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Obstacles (8): (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

1.3.2    The FAR permissible take-off weight shall not be less than
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)pounds in the following conditions (assumed representative
         of(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)):

         Pressure altitude: (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         Ambient temperature: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) Runway length: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Slope:
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)
         Obstacles (11): (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

                                 LA5C (RR)-4

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


1.4       ALL ENGINE CLIMB

          The time, fuel burn and distance in still air to climb from an initial
          climb altitude of 1,500 feet to a final climb altitude of 35,000 feet
          on a standard day, using the conditions and operating rules defined
          below and using not more than maximum climb thrust, shall not be more
          than the following guarantee values:
          (x) for CF6-80E1A3 engines:
               Time (minutes):
               NOMINAL: 27.6 mn TOLERANCE: 1.0 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)mn
               Fuel burn (pounds):
               NOMINAL: 11,890 lb TOLERANCE: 530 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 197 nm TOLERANCE: 8 nm GUARANTEE: (CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nm
          (y) for PW4168A engines:
               Time (minutes):
               NOMINAL: 33.0 mn TOLERANCE: 1.5 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) mn
               Fuel burn (pounds):
               NOMINAL: 13,185 lb TOLERANCE:705 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)
               NOMINAL: 238 nm TOLERANCE: 12 nm GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
          (z) for Trent 772B engines:
               Time (minutes):
               NOMINAL: 25.0 mn TOLERANCE: 0.8 mn GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)mn
               Fuel burn (pounds):
               NOMINAL: 11,110 lb TOLERANCE: 450 lb GUARANTEE: (CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
               Distance (nautical miles)

                                 LA5C (RR)-5

<PAGE>

              NOMINAL: 178 nm TOLERANCE: 6 nm GUARANTEE: (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         Initial Conditions:            A gross weight of 512,020 pounds
                                        A speed of 250 KCAS.
                                        The flaps and landing gear are
                                        retracted.
         Climb:                         The Aircraft climbs from the initial
                                        climb altitude to 10,000 feet altitude
                                        at 250 KCAS.
                                        The Aircraft then accelerates to a
                                        climb speed of 330 KCAS.
                                        The climb continues at 330 KCAS until
                                        0.82 Mach number is reached.
                                        The climb continues at 0.82 Mach number
                                        to the final climb altitude at a rate of
                                        climb not less than 300 feet per minute.

1.5   LANDING DISTANCE

         The FAR certified dry landing field length at an Aircraft gross weight
         of (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)pounds at sea level pressure altitude shall not
         be greater than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)feet

2.       FUEL BURN GUARANTEE

2.1      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)AIRCRAFT SPECIFIC RANGE

The still air range expressed in nautical miles at an initial cruise altitude of
35,000 feet on a standard day at 0.82 Mach number, starting at a gross weight of
(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) pounds and
consuming 140,000 pounds of fuel, and using not more than maximum cruise thrust
(except maximum climb thrust may be used during a step climb) and using the
conditions and operating rules defined below, shall not be less than the
following guarantee value for each Aircraft (the "Guaranteed (CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Specific Range"):
         (x) for CF6-80E1A3 engines:
              NOMINAL: 5,311 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (y) for PW4168A engines:


                                  LA5C (RR)-6

<PAGE>

              NOMINAL: 5,292 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (z) for Trent 772B engines:
              NOMINAL: 5,312 nm TOLERANCE: 106 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         A step climb or multiple step climbs of 4,000 feet altitude may be used
         when beneficial to minimize fuel burn.

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

         The still air range expressed in nautical miles at an initial cruise
         altitude of 35,000 feet on a standard day at 0.82 Mach number, starting
         at a gross weight of (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds and consuming 140,000 pounds
         of fuel, and using not more than maximum cruise thrust (except maximum
         climb thrust may be used during a step climb) and using the conditions
         and operating rules defined below, shall not be less than the following
         guarantee value (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)(the "Guaranteed (CONFIDENTIAL MATERIAL OMITTED
         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Specific Range"):
         (x) for CF6-80E1A3 engines:
              NOMINAL: 5,311 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nm
         (y) for PW4168A engines:
              NOMINAL: 5,292 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm
         (z) for Trent 772B engines:
              NOMINAL: 5,312 nm TOLERANCE: 53 nm GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)nm

         Conditions and operating rules:
         A step climb or multiple step climbs of 4,000 feet altitude may be used
         when beneficial to minimize fuel burn.

3.       MISSION PAYLOAD RANGE GUARANTEE

For each Aircraft the payload for a stage length of (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) nautical miles in still air
(representative of a (CONFIDENTIAL MATERIAL


                                  LA5C (RR)-7

<PAGE>

OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) route) using the conditions
and operating rules defined below, shall not be less than the following
guarantee value in pounds:
         (x) for CF6-80E1A3 engines:
              NOMINAL: 84,600 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb
         (y) for PW4168A engines:
              NOMINAL: 82,900 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) lb
         (z) for Trent 772B engines:
              NOMINAL: 84,000 lb TOLERANCE: 4,100 lb GUARANTEE: (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)lb

         Conditions and operating rules:
         Stage                          The stage length is defined as the sum
         Length:                        of the distances for climb, cruise, and
                                        descent.

         Takeoff:                       The airport altitude is 14 feet.
                                        The takeoff gross weight is 513,677
                                        pounds.

         Climbout                       Following the takeoff to 800 feet, the
         Maneuver:                      aircraft accelerates to 250 KCAS while
                                        climbing to 1,500 feet above the
                                        departure airport altitude and
                                        retracting flaps and landing gear.

         Climb:                         The aircraft climbs from 1,500 feet
                                        above the departure airport altitude to
                                        10,000 feet altitude at 250 KCAS.
                                        The aircraft then accelerates to a climb
                                        speed of 330 KCAS.
                                        The climb continues at 330 KCAS until
                                        0.82 Mach number is reached.
                                        The climb continues at 0.82 Mach number
                                        to the initial cruise altitude at a rate
                                        of climb not less than 300 feet per
                                        minute.
                                        The temperature is standard day during
                                        climb.
                                        Maximum climb thrust is used during
                                        climb.

         Cruise:                        The Aircraft cruises at 0.82 Mach
                                        number.
                                        The initial cruise altitude is 35,000
                                        feet.
                                        A step climb or multiple step climb of
                                        4,000 feet altitude may be used when
                                        beneficial to minimize fuel burn.
                                        The temperature is standard day during
                                        cruise.
                                        The cruise thrust is not to exceed
                                        maximum cruise thrust except during a
                                        step climb when maximum climb thrust may
                                        be used.

         Descent:                       The Aircraft descends from the final
                                        cruise altitude at 0.82 Mach number
                                        until 330 KCAS is reached.
                                        The descent continues at 330 KCAS to an
                                        altitude of 10,000 feet. At that
                                        altitude the Aircraft decelerates to 250
                                        KCAS.


                                  LA5C (RR)-8

<PAGE>

                                        The descent continues at 250 KCAS to an
                                        altitude of 1,500 feet above the
                                        destination airport altitude.
                                        Throughout the descent, the cabin
                                        pressure will be controlled to a maximum
                                        rate of descent equivalent to 350 feet
                                        per minute at sea level.
                                        The temperature is standard day during
                                        descent.

         Approach and                   The Aircraft decelerates to the final
         Landing Maneuver:              approach speed while extending landing
                                        gear and flaps, then descends and lands.

                                        The destination airport altitude is 841
                                        feet.

         Usable Reserve Fuel:           At the end of approach and landing, an
                                        amount of fuel corresponding to the
                                        profile defined below shall remain in
                                        the tanks:

                                        FAR Reserve - 31.5 minutes hold
                                        (representative of 30 minutes hold with
                                        5% mark-up for racetrack pattern) at
                                        1500ft, ISA,at actual Zero Fuel Weight.

                                        Alternate - alternate is assumed to be
                                        67 NM (Rochester, MN). Fuel burn and
                                        time include the following:
                                            Fuel for takeoff to operational
                                            climb speed with 2 minutes time
                                            allowance and no distance credit
                                            Optimum climb airspeed for fuel
                                            economy
                                            Cruise at LRC at optimum altitude
                                            Optimum descent airspeed for fuel
                                            economy
                                            Approach and land fuel with 5
                                            minutes time allowance and no
                                            distance credit
                                        (alternate fuel will never be less than
                                        fuel to a 15 minute alternate)

                                        International 10% - 10 minutes of fuel
                                        at end of cruise altitude, LRC, ISA,
                                        actual landing weight.

                                        Contingency (Holding) - 21 minutes hold
                                        (representative of 20 minutes hold with
                                        5% mark-up for racetrack pattern),
                                        FL150, ISA, actual landing weight.

         Fixed Allowances:              For the purpose of this guarantee and
                                        for the purpose of establishing
                                        compliance with this guarantee, the
                                        following shall be used as fixed
                                        quantities and allowances:

                                        Engine Start and Taxi-out: 800 pounds of
                                        fuel

                                        Takeoff and Climbout Maneuver: 1,650
                                            pounds of fuel for mission departure
                                            and 1,150 pounds of fuel for
                                            alternate

                                        Approach and Landing Maneuver: 420
                                            pounds of fuel for mission and 420
                                            pounds of fuel for alternate

                                        Taxi-in (shall be consumed from the
                                        reserve fuel): 500 pounds of fuel


                                  LA5C (RR)-9

<PAGE>

         The Operating Weight Empty (OWE) derived in Subparagraph 4.2 of this
         Part A is the basis for this mission guarantee.

4.       WEIGHT GUARANTEES

4.1      MANUFACTURER'S WEIGHT EMPTY

         The Seller guarantees that the Manufacturer's Weight Empty (as defined
         in the A330-300 Standard Specification set forth in the Preamble) of
         each Aircraft as defined in the Preamble, which will be derived from
         the weighing of each Aircraft, shall not be more than:

         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)Aircraft
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Aircraft

         and shall not be more than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

4.2      STRUCTURAL USABLE LOAD

         The Seller guarantees that the excess of the Maximum Zero Fuel Weight
         (as defined in the A330-300 Standard Specification set forth in the
         Preamble) of each Aircraft as defined in the Preamble over the
         Operating Weight Empty (as defined below) of such Aircraft, shall not
         be less than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A


                                  LA5C (RR)-10

<PAGE>

         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)Aircraft
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for any(CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) Aircraft

         and shall not be less than:
         (x) for CF6-80E1A3 engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (y) for PW4168A engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
         (z) for Trent 772B engines: (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)pounds for the (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         Operating Weight Empty is the sum of the Manufacturer's Weight Empty
         (as defined in the Type Specification set forth in the Preamble) plus
         the following fixed allowances:
         (x) for CF6-80E1A3 engines:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items
         (y) for PW4168A engines:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items

         (z) for Trent 772B engines:
                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer changes


                                  LA5C (RR)-11

<PAGE>

                                            (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator items

5.       GENERAL GUARANTEE CONDITIONS

5.1      AIRCRAFT CONFIGURATION

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees set forth in this Part A for any
         configuration change or deviation from the A330-300 Standard
         Specification which is agreed between Buyer and Seller subsequent to
         the date hereof, provided that any such adjustment is made
         contemporaneously with such A330-300 Standard Specification change or
         deviation.

5.2      PERFORMANCE DEFINITIONS

5.2.1    Performance and noise certification rules will be those required to
         obtain FAR certification under the FAA Airworthiness Code as defined in
         the Type Specification.

5.2.4    All performance data is based on the International Standard Atmosphere
         and specified variations. Unless otherwise stated all altitudes are
         pressure altitudes.

5.2.3    Unless otherwise stated, take-off and landing performance is based upon
         a hard, smooth, dry and level runway surface with zero wind, and
         assumes no line-up allowance.

5.2.4    Take-off and landing performance is based on the brakes and tires as
         specified in the aircraft configuration defined in the Preamble.

5.2.5    Devices such as flaps, landing gear, speed brakes, wheel brakes,
         anti-skid and engines will be employed in the manner which provides the
         best performance standard consistent with approved operations.

5.2.6    All guaranteed performance in this Part A is based upon no air bleed
         from the engines for airframe or engine anti-icing.

5.2.7    For take-off and take-off climb performance, landing and landing climb
         performance, no air will be bled from the engine for air conditioning.

5.2.8    For en route performance, engine bleeds consistent with normal
         operation of the air conditioning system, including recirculation, are
         assumed.

5.2.9    Normal electrical services will be in use consistent with the typical
         load schedule given in the A330-300 Standard Specification.

5.3.10   All guaranteed performance in this Part A assumes the use of approved
         fuel with a Lower Heating Value (the "LHV") of 18,590 BTU/lb and with a
         specific gravity of 6.7 pounds/gallon as such.

5.2.11   The speed, specific range and all-engine climb guarantees and the
         climb, cruise and descent portions of the mission guarantees are based
         on an Aircraft center of gravity location of 33 percent of the mean
         aerodynamic chord.


                                  LA5C (RR)-12

<PAGE>

5.3     COMPLIANCE

5.3.1    The Seller shall provide to Buyer a guarantee compliance report
         providing the compliance data for each Aircraft (the "Guarantee
         Compliance Report"), in a timely manner after final data is collected,
         but in no event later than ten (10) Working Days after acceptance by
         Buyer of the Aircraft. The Guarantee Compliance Report shall contain
         compliance results determined in accordance with this Subparagraph 5.3.

5.3.2    Compliance with the en-route one engine inoperative, takeoff
         performance and landing distance guarantees will be demonstrated with
         reference to performance data contained in the approved Flight Manual.
         Compliance with climb performance and speed will be demonstrated with
         reference to the IFP Level.

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

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

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

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

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

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

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

5.3.4    The actual (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Aircraft specific range, used for determining
         compliance with the fuel burn and mission payload guarantees, will be
         defined as the IFP Level corrected by the Correction Factor.

5.3.5    The actual (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)specific range, used for determining compliance
         with the fuel burn guarantee, will be defined upon delivery of each
         individual Aircraft as (CONFIDENTIAL


                                  LA5C (RR)-13

<PAGE>

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

5.3.6    Compliance with fuel burn guarantees shall be determined as follows:

         (i)      with respect to each Aircraft, if its actual (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)Aircraft specific range meets the guarantee level
                  set forth in Subparagraph 2.1 of this Part A.

         (ii)   with respect to the(CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT), if, upon delivery of
                any Aircraft, the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT)specific range meets the
                guarantee level set forth in Subparagraph 2.2 of this Part A.
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)

5.3.7    Compliance with the mission payload guarantee, as defined in Paragraph
         3 of this Part A, will be based on the actual individual Aircraft
         specific range as defined in Subparagraph 5.3.4 of this Part A and the
         actual Manufacturer's Weight Empty of the applicable Aircraft as
         determined pursuant to Subparagraph 5.3.8 of this Part A.

5.3.8    Compliance with the weight guarantees set forth in Subparagraphs 4.1
         and 4.2 of this Part A shall be demonstrated in a weight compliance
         report with reference to actual aircraft weighing results.

6.       ADJUSTMENT OF GUARANTEES

         Should any change be made to any law, governmental regulation or
         requirement or interpretation thereof ("Rule Change") by any
         governmental agency subsequent to the date of the Agreement, and should
         such Rule Change (i) more than minimally affect the Aircraft
         configuration or performance or both, and (ii) be required to obtain
         the Standard Airworthiness Certificate for the Aircraft, the guarantees
         set forth herein shall be appropriately modified to reflect the
         effect(s) of any such Rule Change(s).

7.       EXCLUSIVE GUARANTEES

         The guarantees set forth in this Part A supersede any similar
         guarantees from Seller that may be stated in the A330-300 Standard
         Specification or any other document, except for the guarantees set
         forth in Part B of this Letter Agreement.

8.       REMEDIES

8.1      GENERAL

8.1.1    In the event that the Seller fails to demonstrate compliance by one or
         more Aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)with any of the guarantees set forth in this
         Part A, the Seller shall

                                 LA5C (RR)-14
<PAGE>

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

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



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

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

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

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

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

8.2      FUEL BURN

         The Compensation for failure to comply with either the guarantee set
         forth in Subparagraph 2.1 or Subparagraph 2.2 of this Part A shall be
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.2.1    DEFICIENCY OF (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)AIRCRAFT

         In the event that an (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft
                  fails to comply with the guarantee set forth in Subparagraph
                  2.1 of this Part A, the amount of Compensation (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)

8.2.2    DEFICIENCY OF AIRCRAFT FLEET

         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR

                                 LA5C (RR)-15
<PAGE>

                  CONFIDENTIAL TREATMENT)fails to comply with the guarantee set
                  forth in Subparagraph 2.2 of this Part A, the amount of
                  Compensation (CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

8.3      PAYLOAD

         The Compensation for failure to comply with either the guarantees set
         forth in Subparagraph 1.3, Paragraph 3 or Subparagraph 4.2 of Part A of
         this Letter Agreement shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

8.3.1    MISSION PAYLOAD RANGE

         In the event that any Aircraft fails to meet the mission payload range
         guarantee in Paragraph 3 of this Part A, the amount of Compensation
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.3.2    STRUCTURAL USABLE LOAD

         In the event that any Aircraft (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)fail to meet the guarantee levels
         specified in Subparagraph 4.2 of this Part A, the Compensation shall
         be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

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

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

8.3.3    TAKE-OFF

         In the event that an Aircraft fails to meet the take-off guarantees set
         forth in Subparagraph 1.3 of this Part A, the amount of Compensation
         shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT). The amount of Compensation hereunder shall
         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)

8.3.4    LANDING

         In the event that an Aircraft fails to meet the landing guarantee set
         forth in Subparagraph 1.5 of this Part A, the amount of Compensation
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), provided that the Buyer demonstrates to the
         Seller that such deficiency adversely impacts the Buyer's operation of
         the affected Aircraft.

                                 LA5C (RR)-16
<PAGE>

8.4      MANUFACTURER'S WEIGHT EMPTY

In the event that the Manufacturer's Weight Empty (MWE) of an (CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)Aircraft or of the
(CONFIDENTIAL MATERIAL OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) exceeds
the guarantee levels specified in Subparagraph 4.1 of this Part A the amount of
Compensation shall be (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT).

8.5      SPEED

         In the event that an Aircraft fails to meet the speed guarantee set
         forth in Subparagraph 1.1 of this Part A, the amount of Compensation
         shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT), subject to the limitations and conditions set
         forth in Subparagraph 8.8 of this Part A, provided that the Buyer
         demonstrates to the Seller that such deficiency adversely impacts the
         Buyer's operation of the affected Aircraft.

8.6      ONE ENGINE INOPERATIVE

         In the event that an Aircraft fails to meet the one engine inoperative
         guarantee set forth in Subparagraph 1.2 of this Part A, the amount of
         Compensation shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT), subject to the limitations and
         conditions set forth in Subparagraph 8.8 of this Part A, provided that
         the Buyer demonstrates to the Seller that such deficiency adversely
         impacts the Buyer's operation of the affected Aircraft.

8.7      ALL ENGINE CLIMB

         In the event that an Aircraft fails to meet the all engine climb
         guarantee set forth in Subparagraph 1.4 of this Part A, the amount of
         Compensation shall be(CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT), subject to the limitations and
         conditions set forth in Subparagraph 8.8 of this Part A, provided that
         the Buyer demonstrates to the Seller that such deficiency adversely
         impacts the Buyer's operation of the affected Aircraft.

8.8      LIMITATIONS AND CONDITIONS

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer, which is provided to Seller for Seller
                  to perform the calculations of Compensation due hereunder.

         (ii)     If at any time following delivery of an Aircraft the Seller
                  restores the required performance level of an Aircraft which
                  has initially failed to meet the performance guarantee
                  requirements of Paragraphs 1, 2, 3 or 4 of this Part A, and
                  the Seller demonstrates compliance for such specific Aircraft
                  in accordance with the applicable compliance provisions of
                  this Part A, all further payments of Compensation required
                  under this Part A with respect to such initial failure shall
                  cease and the Seller shall have no further obligation to the
                  Buyer under this Part A for such initial failure in respect of
                  such Aircraft. Seller shall demonstrate compliance

                                 LA5C (RR)-17
<PAGE>

                  by(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT), gathering data and producing a
                  Guarantee Compliance Report which demonstrates compliance for
                  such specific Aircraft in accordance with the applicable
                  compliance provisions of this Part A. The compliance level
                  achieved by such Aircraft shall be taken into account for all
                  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)calculations for the purposes of this
                  Part A.

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

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

         (v)      The Seller's maximum liability (CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

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

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

         (vi)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)as aforesaid shall be deemed to settle
                  any and all claims and remedies of the Buyer against the
                  Seller under this Part A provided that the Seller has first
                  endeavored to restore the required performance as per
                  Paragraph 8.1.1(i) above, but shall not settle or modify in
                  any respect any other claim or remedy of the Buyer against the
                  Seller. Nothing in this Paragraph 8.8 (vi) shall oblige the
                  Seller to (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT)

                                 LA5C (RR)-18
<PAGE>

         PART B                A330-300 (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT) GUARANTEES

                  Seller hereby extends and grants to Buyer the (CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT)guarantees with respect to the Aircraft set forth in
                  this Part B of this Letter Agreement, subject to the terms,
                  conditions, limitations and restrictions all as hereinafter
                  set out.

                  PREAMBLE

                  A.  Assumptions:

                  The guarantees defined below in this Part B are applicable to
                  each A330-300 Aircraft as described in the A330-300 Standard
                  Specification Ref. G 000 03000 Issue 6 Revision 1, dated 15th
                  July 1998, amended by Specification Change Notices ("SCN")
                  (the "Specification") for:

                      i)       increase of design weights
                               Maximum Taxi Weight:      (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                               Maximum Takeoff Weight:   (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                               Maximum Landing Weight:   (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds

                               Maximum Zero Fuel Weight: (CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)pounds


                      ii)      fitting of:
                               New Rolls-Royce Trent 772B engines

                  These guarantees are comprehensive including the performance
                  of both the airframe and engine in combination.

                      For information only:
                      For establishing uncertified performance these guarantees
                      have been based on the In Flight Performance level
                      relevant at the date of the signature of the Purchase
                      Agreement (the "IFP Level") and consistent with the
                      Aircraft Performance Document (the "Orange Book") ref.
                      AI/CM-T P3342 Issue 3.

                  B.  Definitions:

                                 LA5C (RR)-19
<PAGE>

                      (i)      For the purpose of this Part B of this Letter
                               Agreement only, the term "Aircraft" is defined as
                               any and all of the A330-300 model aircraft to be
                               acquired by the Buyer under the Agreement.

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

1.       GENERAL PROVISIONS

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

1.2      The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)Guarantees in this Part B are contingent upon:

          (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)

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

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

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

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

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

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

2.       FUEL BURN GUARANTEE

                                 LA5C (RR)-20
<PAGE>

2.1      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT) (expressed as a percentage) determined in accordance with
         the In-Flight Performance Program (IFP).

2.2      The Seller guarantees to the Buyer that the (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) shall not
         be worse than the IFP Level (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT)

3.       MISSION PAYLOAD GUARANTEE

         The (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)as stated in Paragraph 2.2 of this Part B shall
         allow the carrying of a guaranteed payload of not less than:

         (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT) over an equivalent still air stage distance of
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)nautical miles (assumed representative of
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT) for a winter operation) when operated
                under the conditions described below.

         a)     If the (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT)as stated in Subparagraph 2.2 of this
                Part B is modified according to Subparagraph 1.3 of this Part B,
                the above guaranteed payload shall be modified accordingly,
                using the following relationship:

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

         b)     Available takeoff weight is assumed to be(CONFIDENTIAL MATERIAL
                OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                pounds.

         c)     The destination airport conditions are such as to allow the
                required landing weight to be used without performance
                restrictions and without exceeding the Maximum Landing Weight as
                defined in Type Specification referenced in the Preamble.

         d)     Conditions and operating rules:
                      Stage             The stage length is defined as the sum
                      Length:           of the distances for climb, cruise, and
                                        descent.

                                 LA5C (RR)-21
<PAGE>

                      Takeoff:          The airport altitude is 14 feet.
                                        The takeoff gross weight is
                                        (CONFIDENTIAL MATERIAL OMITTED AND FILED
                                        SEPARATELY WITH THE SECURITIES AND
                                        EXCHANGE COMMISSION PURSUANT TO A
                                        REQUEST FOR CONFIDENTIAL
                                        TREATMENT)pounds.

         Climbout                       Following the takeoff to 800 feet, the
         Maneuver:                      aircraft accelerates to 250 KCAS while
                                        climbing to 1,500 feet above the
                                        departure airport altitude and
                                        retracting flaps and landing gear.

         Climb:                         The aircraft climbs from 1,500 feet
                                        above the departure airport altitude to
                                        10,000 feet altitude at 250 KCAS.
                                        The aircraft then accelerates to a
                                        climb speed of 330 KCAS.
                                        The climb continues at 330 KCAS until
                                        0.82 Mach number is reached.
                                        The climb continues at 0.82 Mach number
                                        to the initial cruise altitude at a
                                        rate of climb not less than 300 feet
                                        per minute.
                                        The temperature is standard day during
                                        climb.
                                        Maximum climb thrust is used during
                                        climb.

         Cruise:                        The Aircraft cruises at 0.82 Mach
                                        number.
                                        The initial cruise altitude is 35,000
                                        feet.
                                        A step climb or multiple step climb of
                                        4,000 feet altitude may be used when
                                        beneficial to minimize fuel burn.
                                        The temperature is standard day during
                                        cruise.
                                        The cruise thrust is not to exceed
                                        maximum cruise thrust except during a
                                        step climb when maximum climb thrust
                                        may be used.

         Descent:                       The Aircraft descends from the final
                                        cruise altitude at 0.82 Mach number
                                        until 330 KCAS is reached.
                                        The descent continues at 330 KCAS to an
                                        altitude of 10,000 feet.
                                        At that altitude the Aircraft
                                        decelerates to 250 KCAS.
                                        The descent continues at 250 KCAS to an
                                        altitude of 1,500 feet above the
                                        destination airport altitude.
                                        Throughout the descent, the cabin
                                        pressure will be controlled to a
                                        maximum rate of descent equivalent to
                                        350 feet per minute at sea level.
                                        The temperature is standard day during
                                        descent.

         Approach and                   The Aircraft decelerates to the final
         Landing Maneuver:              approach speed while extending landing
                                        gear and flaps, then descends and lands.

                                        The destination airport altitude is 841
                                        feet.

         Usable Reserve Fuel:           At the end of approach and landing, an
                                        amount of fuel defined as follows shall
                                        remain in the tanks :

                                        FAR Reserve - 31.5 minutes hold
                                        (representative of 30 minutes hold with
                                        5% mark-up for racetrack pattern) at
                                        1500ft, ISA,at actual Zero Fuel Weight.

                                 LA5C (RR)-22
<PAGE>

                                   Alternate - alternate is assumed to be 67 NM
                                   (Rochester, MN). Fuel burn and time include
                                   the following:
                                            Fuel for takeoff to operational
                                            climb speed with 2 minutes time
                                            allowance and no distance credit
                                            Optimum climb airspeed for fuel
                                            economy
                                            Cruise at LRC at optimum altitude
                                            Optimum descent airspeed for fuel
                                            economy
                                            Approach and land fuel with 5
                                            minutes time allowance and no
                                            distance credit
                                   (alternate fuel will never be less than fuel
                                   to a 15 minute alternate)

                                   International 10% - 10 minutes of fuel at
                                   end of cruise altitude, LRC, ISA, actual
                                   landing weight.

                                   Contingency (Holding) - 21 minutes hold
                                   representative of 20 minutes hold with 5%
                                   mark-up for racetrack pattern), FL150, ISA,
                                   actual landing weight.

         Fixed Allowances:         For the purpose of this guarantee and for
                                   the purpose of establishing compliance with
                                   this guarantee, the following shall be used
                                   as fixed quantities and allowances:

                                   Engine Start and Taxi-out: (CONFIDENTIAL
                                        MATERIAL OMITTED AND FILED
                                        SEPARATELY WITH THE SECURITIES AND
                                        EXCHANGE COMMISSION PURSUANT TO A
                                        REQUEST FOR CONFIDENTIAL TREATMENT)
                                        pounds of fuel

                                   Takeoff and Climbout Maneuver:
                                   (CONFIDENTIAL MATERIAL OMITTED AND FILED
                                   SEPARATELY WITH THE SECURITIES AND
                                   EXCHANGE COMMISSION PURSUANT TO A
                                   REQUEST FOR CONFIDENTIAL TREATMENT)
                                   pounds of fuel for mission departure and
                                   (CONFIDENTIAL MATERIAL OMITTED AND FILED
                                   SEPARATELY WITH THE SECURITIES AND
                                   EXCHANGE COMMISSION PURSUANT TO A
                                   REQUEST FOR CONFIDENTIAL TREATMENT)
                                   pounds of fuel for alternate

                                   Approach and Landing Maneuver:
                                   (CONFIDENTIAL MATERIAL OMITTED AND FILED
                                   SEPARATELY WITH THE SECURITIES AND
                                   EXCHANGE COMMISSION PURSUANT TO A
                                   REQUEST FOR CONFIDENTIAL
                                   TREATMENT)pounds of fuel for mission and
                                   (CONFIDENTIAL MATERIAL OMITTED AND FILED
                                   SEPARATELY WITH THE SECURITIES AND
                                   EXCHANGE COMMISSION PURSUANT TO A
                                   REQUEST FOR CONFIDENTIAL
                                   TREATMENT)pounds of fuel for alternate

                                   Taxi-in (shall be consumed from the
                                   reserve fuel): (CONFIDENTIAL MATERIAL
                                        OMITTED AND FILED SEPARATELY WITH THE
                                        SECURITIES AND EXCHANGE COMMISSION
                                        PURSUANT TO A

                                 LA5C (RR)-23
<PAGE>

                                        REQUEST FOR CONFIDENTIAL
                                        TREATMENT)pounds of fuel

         e)     The mission payload guarantee is based on an Operating Weight
                Empty (OWE) composed of the actual Aircraft Fleet average
                Manufacturer's Weight Empty (MWE) as demonstrated at delivery of
                the Aircraft Fleet (but in no event more than (CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT)pounds), plus the following fixed allowances:

                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for customer
                      changes
                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for operator
                      items
                      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                      REQUEST FOR CONFIDENTIAL TREATMENT)pounds for in-service
                      growth


4.       GENERAL GUARANTEE CONDITIONS

4.1      AIRCRAFT CONFIGURATION

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees in this Part B for any configuration
         change or deviation from the Specification which is agreed between
         Buyer and Seller subsequent to the date hereof, provided that any such
         adjustment is made contemporaneously with such Specification change or
         deviation.

4.2      COMPLIANCE

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

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

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

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

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

                                 LA5C (RR)-24

<PAGE>

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

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

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

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

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

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

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

5        REMEDIES

5.1      General

5.1.1    In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) exceeds the guaranteed levels set
         forth in Subparagraph 2.2 of this Part B, then the Buyer and the
         Seller, (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)
         (i)      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)
         (ii)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)
         (iii)    (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)

                                 LA5C (RR)-25

<PAGE>

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

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

5.2      FUEL BURN-(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT)

5.2.1    In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT fails to comply with the
                guarantee set forth in Subparagraph 2.2 of this Part B,
                (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT

5.2.2    If the Buyer believes the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) is within (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) of the
         guarantee set forth in Subparagraph 2.2 of this Part B, Buyer shall
         give prompt written notice thereof. Upon Seller's receipt of any notice
         that the (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) is within (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT ) is within (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) of the
         guarantee set forth in Subparagraph 2.2 of this Part B, (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

5.3      MISSION PAYLOAD RANGE

         In the event that the (CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT) fails to meet the mission payload
         range guarantee set forth in Paragraph 3 of this Part B, (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

5.4      LIMITATIONS AND CONDITIONS

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer, which is provided to Seller for Seller
                  to perform the calculations of compensation due hereunder.

                                 LA5C (RR)-26

<PAGE>

         (ii)     (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT)
         (iii)    The Seller's maximum liability for the entire Guarantee Period
                  pursuant to
                  (x)      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT)
                  (y)      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT

         (iv)     The intent of Part B of this Letter Agreement is to provide
                  benefits to the Buyer as a result of the failure of the
                  Buyer's Aircraft to achieve the performance level stipulated
                  in the guarantees set forth in this Part B. It is not the
                  intent, however, to duplicate benefits provided to the Buyer
                  by the Seller under Part A of this Letter Agreement as a
                  result of the same failure. (CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT)

         (v)      (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT) as aforesaid shall be deemed to settle
                  any and all claims and remedies of the Buyer against the
                  Seller under this Part B, but shall not settle or modify in
                  any respect any other claim or remedy of the Buyer against the
                  Seller.

UNQUOTE

         THIS LETTER AGREEMENT SETS FORTH THE EXCLUSIVE GUARANTEES, WARRANTIES,
         EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA, AND THE
         EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, ARISING FROM (BUT SOLELY TO
         THE EXTENT ARISING FROM) ANY FAILURE OF ANY AIRCRAFT (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) TO
         DEMONSTRATE COMPLIANCE WITH ANY OF THE GUARANTEES SET FORTH IN THIS
         LETTER AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
         MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
         PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION OR
         LIABILITY OF AVSA OR ANY RIGHT, CLAIM OR REMEDY OF BUYER IN CONTRACT OR
         IN TORT, WHETHER OR NOT ARISING FROM SELLER'S NEGLIGENCE, ACTUAL OR
         IMPUTED, INTENTIONAL ACT, OR STRICT LIABILITY AND ANY OBLIGATION OR
         LIABILITY OF SELLER OR ANY RIGHT, CLAIM OR REMEDY OF BUYER FOR LOSS OF
         OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR
         LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT,
         EQUIPMENT, ACCESSORY OR PART, OR FOR ANY OTHER DIRECT, INCIDENTAL OR
         CONSEQUENTIAL DAMAGES, PROVIDED THAT IN THE EVENT THAT ANY OF THE
         AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR
         OTHERWISE INEFFECTIVE THE REMAINDER OF THIS PARAGRAPH SHALL REMAIN IN
         FULL FORCE AND EFFECT AND PROVIDED, FURTHER, THAT NOTHING IN THIS
         LETTER AGREEMENT SHALL BE DEEMED TO MODIFY, SETTLE, COMPROMISE, LIMIT,
         RELEASE OR OTHERWISE AFFECT ANY OTHER CLAIM, RIGHT OR REMEDY OF
         NORTHWEST

                                 LA5C (RR)-27

<PAGE>

         AGAINST AVSA OR THE MANUFACTURER. THE GUARANTEES SET FORTH IN THIS
         LETTER AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A
         WRITTEN INSTRUMENT SIGNED BY AVSA AND NORTHWEST.

         ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this paragraph shall
         be void and of no force or effect.




                                 LA5C (RR)-28

<PAGE>

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                            Very truly yours,

                                            AVSA, S.A.R.L.


                                            By:  /s/ Francois Bensier
                                                 _____________________________

                                            Its: AVSA Chief Executive Officer
                                                 _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.




By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________


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





                                 LA5C (RR)-29

<PAGE>

                             LETTER AGREEMENT NO. 6


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  A330-500

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 6 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft provided for in the
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement shall have the meanings assigned thereto in the Agreement. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.

         The parties hereto agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

1.       A330-500 LAUNCH

         Northwest has expressed serious interest in placing future orders for
         the Converted Firm A330-500 Aircraft, under the terms of Paragraph 3 of
         Letter Agreement No. 2 to the Agreement. Currently, the A330-500
         aircraft is under study with the Manufacturer. In response to
         Northwest's interest, AVSA shall make reasonable efforts to cause the
         Manufacturer to launch the A330-500 aircraft into production, subject
         to the Manufacturer's industrial and commercial constraints and the
         Manufacturer's board approval. (CONFIDENTIAL MATERIAL

                                                                           LA6-1

<PAGE>

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

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 2
         shall be void and of no force or effect.





                                                                           LA6-2
<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return both
copies to AVSA.


                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________

Accepted and Agreed

NORTHWEST AIRLINES, INC.


By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________





                                                                           LA6-3

<PAGE>

                             LETTER AGREEMENT NO. 7


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  MISCELLANEOUS ISSUES

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 7 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft provided for in the
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement shall have the meanings assigned thereto in the Agreement. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.

         The parties hereto agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

1.       SUBCLAUSE (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)

         is hereby superseded and replaced by the following quoted provisions:





                                                                           LA7-1
<PAGE>

         QUOTE

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

         UNQUOTE

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

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

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

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

5.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 5
         shall be void and of no force or effect.


         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return both
copies to AVSA.


                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


                                                                          LA7-2

<PAGE>

Accepted and Agreed

NORTHWEST AIRLINES, INC.


By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________





                                                                          LA7-3

<PAGE>

                             LETTER AGREEMENT NO. 8


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  PREDELIVERY PAYMENTS

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 8 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft provided for in the
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement shall have the meanings assigned thereto in the Agreement. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.

         The parties hereto agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.

1.       PREDELIVERY PAYMENT SCHEDULE

1.1      Predelivery Payments for the Aircraft will be as set forth in the
         payment schedule below in Subparagraph 1.2. The predelivery payment
         reference price will be the sum of the Base Price of the Airframe and
         the Base Price of the Propulsion Systems at January 2000 delivery
         conditions, escalated at a noncompounded annual rate of (CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) to the
         year of delivery of the applicable Aircraft. The Predelivery Payments
         are nonrefundable, except as otherwise provided in the

                                                                          LA8-1

<PAGE>

         Agreement, and will be paid to AVSA for each Aircraft according to the
         following schedule.





                                                                          LA8-2

<PAGE>

1.2      PREDELIVERY PAYMENT SCHEDULE FOR THE AIRCRAFT

<TABLE>
<CAPTION>

                  PAYMENT                          PAYMENT DATE                   PERCENTAGE OF PREDELIVERY
                                                                                   PAYMENT REFERENCE PRICE
                 --------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
                                                                                (CONFIDENTIAL MATERIAL
                                                                                      OMITTED AND FILED
                                        On signature of the Agreement, in             SEPARATELY WITH THE
                                        respect of Firm Aircraft, and at              SECURITIES AND
                  1ST                   option exercise, in respect of                EXCHANGE COMMISSION
                                        Option Aircraft                               PURSUANT TO A REQUEST
                                                                                      FOR CONFIDENTIAL
                                                                                      TREATMENT)
                 --------------------------------------------------------------------------------------------
                                        In respect of all Aircraft, no later
                                        than the first Working Day of the
                                        following months
                 --------------------------------------------------------------------------------------------
                                                                                (CONFIDENTIAL MATERIAL OMITTED
                                                                                      AND FILED SEPARATELY
                                                                                      WITH THE SECURITIES AND
                                                                                      EXCHANGE COMMISSION
                  2ND                   month before delivery                         PURSUANT TO A REQUEST
                                                                                      FOR CONFIDENTIAL
                                                                                      TREATMENT)
                 --------------------------------------------------------------------------------------------

                                                                          LA8-3

<PAGE>

<CAPTION>
                 --------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
                                                                                (CONFIDENTIAL MATERIAL OMITTED
                                                                                      AND FILED SEPARATELY
                                                                                      WITH THE SECURITIES AND
                                                                                      EXCHANGE COMMISSION
                  3RD                   month before delivery                         PURSUANT TO A REQUEST
                                                                                      FOR CONFIDENTIAL
                                                                                      TREATMENT)
                 --------------------------------------------------------------------------------------------
                                                                                (CONFIDENTIAL MATERIAL OMITTED
                                                                                      AND FILED SEPARATELY
                                                                                      WITH THE SECURITIES AND
                                                                                      EXCHANGE COMMISSION
                  4TH                   month before delivery                         PURSUANT TO A REQUEST
                                                                                      FOR CONFIDENTIAL
                                                                                      TREATMENT)
                 --------------------------------------------------------------------------------------------

                                                                          LA8-4

<PAGE>

<CAPTION>
                 --------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
                                                                                (CONFIDENTIAL MATERIAL OMITTED
                                                                                      AND FILED SEPARATELY
                                                                                      WITH THE SECURITIES AND
                                                                                      EXCHANGE COMMISSION
                                        TOTAL PAYMENT BEFORE DELIVERY                 PURSUANT TO A REQUEST
                                                                                      FOR CONFIDENTIAL
                                                                                      TREATMENT)
                 --------------------------------------------------------------------------------------------
</TABLE>

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

2.1      FIRM AIRCRAFT

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

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

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

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

                                                                          LA8-5

<PAGE>

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

2.2      OPTION AIRCRAFT AND PURCHASE RIGHT AIRCRAFT

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

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

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

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

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

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

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

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

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

2.4.1    (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)
                                                                          LA8-6

<PAGE>

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

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

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

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

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

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

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

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

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

                                                                          LA8-7

<PAGE>

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

2.5      MISCELLANEOUS

2.5.1    Upon the termination of the Agreement as to an Aircraft either (i) in
         the circumstances contemplated in Subclauses 10.2, 10.3 or 10.5 of the
         Agreement, or (ii) in the circumstances contemplated in Subclauses 11.4
         or 11.5 of the Agreement, in the event that the (CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

2.5.2    Upon the termination of the Agreement by Northwest pursuant to
         Subclause 21.2 of the Agreement, (CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT).

3.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 3
         shall be void and of no force or effect.

         If the foregoing correctly sets forth our understanding, please execute
         the original and one (1) copy hereof in the space provided below and
         return both copies to AVSA.

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________

Accepted and Agreed

NORTHWEST AIRLINES, INC.

                                                                          LA8-8

<PAGE>

By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________





                                                                          LA8-9

<PAGE>

                                                                       EXHIBIT 1


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



































                                                                          LA8-10

<PAGE>

                             LETTER AGREEMENT NO. 9


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121


Re:  AIRCRAFT CUSTOMIZATION

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 9 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft provided for in the
Agreement. Capitalized terms used herein and not otherwise defined in this
Letter Agreement will have the meanings assigned thereto in the Agreement. The
terms "herein," "hereof" and "hereunder" and words of similar import refer to
this Letter Agreement.

         The parties hereto agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       AVSA-SUPPLIED  BUYER FURNISHED EQUIPMENT

         Northwest and AVSA agree that the seats, galleys and stowages that are
         defined as Buyer Furnished Equipment in this Agreement will be
         converted into Seller Furnished Equipment (the "AVSA-Supplied Buyer
         Furnished Equipment") as contemplated in Subclause 18.7 of the
         Agreement. Northwest and AVSA will, as soon as feasible after the date
         hereof, enter into applicable SCN's with respect to these Buyer
         Furnished Equipment to Seller Furnished Equipment
         conversions.(CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY


                                                                           LA9-1

<PAGE>

         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT) All other terms and conditions of Subclause
         18.7 of the Agreement will apply.

2        (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT)CHANGES TO THE STANDARD SPECIFICATION

         The Aircraft will be delivered with

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

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

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

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

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

         Northwest and AVSA will, as soon as feasible after the date hereof,
         enter into applicable SCN's with respect to the above modifications.
         AVSA confirms that there will be no additional charge to Northwest with
         respect to such SCN's.

3.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder will not be assigned or transferred in any manner
         without the prior


                                                                           LA9-2

<PAGE>

         written consent of AVSA, and any attempted assignment or transfer in
         contravention of the provisions of this Paragraph 3 will be void and of
         no force or effect.



































                                                                           LA9-3

<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return both
copies to AVSA.

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________


                                                                           LA9-4

<PAGE>

                             LETTER AGREEMENT NO. 10


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121


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

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other matters, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 10 (the "Letter Agreement") certain
additional terms and conditions regarding the sale of the Aircraft. Capitalized
terms used herein and not otherwise defined in this Letter Agreement will have
the meanings assigned thereto in the Agreement. The terms "herein," "hereof" and
"hereunder" and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

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

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

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


                                                                          LA10-1

<PAGE>

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

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

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

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

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

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

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

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

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

     ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder will not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 3 will
         be void and of no force or effect.


                                                                          LA10-2

<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________


                                                                          LA10-3

<PAGE>

                             LETTER AGREEMENT NO. 11


                                                         As of December 21, 2000


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121


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

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A330 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. The parties hereto have agreed to set
forth in this Letter Agreement No. 11 (the "Letter Agreement") certain
additional terms and conditions regarding the sale of the Aircraft provided for
in the Agreement. Capitalized terms used herein and not otherwise defined in
this Letter Agreement will have the meanings assigned thereto in the Agreement.
The terms "herein," "hereof" and "hereunder" and words of similar import refer
to this Letter Agreement.

         The parties hereto agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       EXCUSABLE DELAY

         In the event AVSA does not deliver an Aircraft during its original
         scheduled delivery month due to circumstances constituting an Excusable
         Delay, (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)


                                                                          LA11-1

<PAGE>

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

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

2.       INEXCUSABLE DELAY

         In the event AVSA does not deliver an Aircraft during its original
         scheduled delivery month due to circumstances not constituting an
         Excusable Delay, (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT)

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

3.1      FIRM AIRCRAFT

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

         UNQUOTE

3.2      OPTION AIRCRAFT AND PURCHASE RIGHT AIRCRAFT

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

         QUOTE

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

         UNQUOTE


                                                                          LA11-2

<PAGE>

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

5.       PRICE ADJUSTMENT

         If AVSA selects a substitute index by pursuant to Subparagraph 5.1 of
         Exhibit D to the Agreement, it will be one that is generally applied to
         other customers and not applied solely to the Agreement.

6.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder will not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 6 will
         be void and of no force or effect.

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return both
copies to AVSA.

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By:  /s/ Francois Bensier
                                                   _____________________________

                                              Its: AVSA Chief Executive Officer
                                                   _____________________________


Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:  /s/ Gregory A. May
     ____________________________________

Its: Vice President Aircraft Transactions
     ____________________________________


                                                                          LA11-3

</TEXT>
</DOCUMENT>
