CONSENT AND AGREEMENT
[NW 1997 J]
The undersigned, AERO INTERNATIONAL (REGIONAL), a Societe par
Actions Simplifee, whose registered office is situated at ▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, acting as agent for and on behalf of British
Aerospace (Operations) Limited, a limited company incorporated under the laws of
England and Wales, hereby acknowledges notice of, and consents to all of the
terms of, the foregoing Purchase Agreement Assignment [NW 1997 J] dated as of
March 18, 1998 between Northwest Airlines, Inc. (the "Assignor"), and First
Security Bank, National Association, not in its individual capacity but solely
as Owner Trustee (the "Assignee") (herein called the "Purchase Agreement
Assignment," the defined terms therein or by reference therein being hereinafter
used with the same meaning) and hereby confirms to the Assignor and the
Assignee, and agrees, that: (i) all representations, warranties, indemnities and
agreements of the Manufacturer under the Purchase Agreement with respect to the
Contract Rights, to the extent assigned by the Assignor to the Assignee, shall
inure to the benefit of the Assignee to the same extent as if originally named
the "Buyer" therein, subject to the terms and conditions of the Purchase
Agreement Assignment; (ii) the Assignee shall not be liable for any of the
obligations or duties of the Assignor under the Purchase Agreement, nor shall
the Purchase Agreement Assignment give rise to any duties or obligations
whatsoever on the part of the Assignee owing to the Manufacturer, except for the
Assignee's agreement in the Purchase Agreement Assignment to the effect that in
exercising any rights under the Purchase Agreement or in making any claim with
respect to the Contract Rights, the terms and conditions of the Purchase
Agreement relating to the Aircraft shall apply to, and be binding upon, the
Assignee to the same extent as the Assignor, and with respect to such agreement
the Manufacturer agrees that, anything contained in the Purchase Agreement and
the Purchase Agreement Assignment to the contrary notwithstanding, so long as
the Manufacturer shall not have received written notice that an Event of Default
has occurred and is continuing, the Assignee shall not have any responsibility
to the Manufacturer for failure to comply with any of the terms of the Purchase
Agreement with respect to the Contract Rights as and to the extent the same
relate to the Aircraft while under lease to the Assignor; provided that no
person other than the Manufacturer shall have any rights against the Assignee
with respect to the undertaking and agreement set forth in this clause (ii);
(iii) the Manufacturer acknowledges the lease of the Aircraft by the Assignee to
the Assignor under the Lease and acknowledges advance notice of the Purchase
Agreement Assignment pursuant to Clause 24.1 of the Purchase Agreement; and (iv)
so long as the Aircraft is subject to the Lease, the Manufacturer will continue
to pay to the Assignor all payments which the Manufacturer may be required to
make in respect of the Aircraft under the Purchase Agreement unless and until
the Manufacturer shall have received written notice from the Indenture Trustee
or the Assignee by facsimile addressed to Aero International (Regional), ▇,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, Attn: SVP Commercial (telecopy
011 33 5 6221 6321) with a copy to Aero International (Regional) Marketing Inc.,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn.: Contracts Director
(telecopy (▇▇▇) ▇▇▇-▇▇▇▇) and three Business Days shall have elapsed from the
date of actual receipt by the Manufacturer, that an Event of Default under the
Lease has occurred and is continuing, whereupon the Manufacturer will not be
required to
make further inquiry into the content of such notice and thereafter (until the
Manufacturer shall have received notice in writing from the Assignee or the
Indenture Trustee sent or addressed as aforesaid that no Event of Default under
the Lease exists or that such Event of Default under the Lease has been cured or
waived) Manufacturer shall make any and all payments which it may be required to
make in respect of the Aircraft under the Purchase Agreement (to the extent that
the right to receive such payments has been assigned under the Purchase
Agreement Assignment) directly to the Indenture Trustee at the account of the
Indenture Trustee at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇
▇▇▇▇▇▇▇▇▇/▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇: Corporate Trust Department, Reference:
Northwest/NW 1997 J, or (if written notice has been given to the Manufacturer by
the Assignee in the manner aforesaid that the Trust Indenture is no longer in
effect in accordance with its terms and all amounts due and payable under the
Secured Certificates have been paid in full) to the Assignee at the account of
the Assignee at First Security Bank, National Association, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ABA No. ▇▇▇-▇▇▇▇-▇▇, Account No. 051-▇▇▇▇▇▇▇,
Attention: Corporate Trust Department, Credit Northwest/NW 1997 J.
The Manufacturer hereby represents and warrants that (A) the
Manufacturer is a limited company incorporated under the Companies Act of 1985
duly organized and validly existing under the laws of England and Wales, (B) the
execution, delivery and performance of the Purchase Agreement and this Consent
and Agreement have been duly authorized by all necessary corporate action on the
part of the Manufacturer, do not require any approval of the stockholders of the
Manufacturer, trustee or holders of any indebtedness or obligations of the
Manufacturer (other than any such approval or consent as has been obtained) and
neither the execution and delivery of the Purchase Agreement or this Consent and
Agreement by the Manufacturer, nor the performance by the Manufacturer of its
obligations under the Purchase Agreement or the Consent and Agreement
contravenes any law, governmental rule or regulation applicable to the
Manufacturer, and (C) neither the execution and delivery by the Manufacturer of
the Purchase Agreement or the Consent and Agreement, nor the performance by the
Manufacturer of its obligations thereunder, requires the consent or approval of,
or the giving of notice to, or the registration with, or the taking of any other
action in respect of, any federal or state governmental authority in the United
States (other than those which have been obtained).
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Dated as of March 18, 1998
AERO INTERNATIONAL (REGIONAL) SAS,
as agent for and on behalf of British Aerospace
(Operations) Limited
By s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Title: Senior Vice President Commercial
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