Northwest Airlines Corporation (NASDAQ: NWAC) and Northwest Airlines, Inc. today announced that they had filed a registration statement with the U.S. Securities and Exchange Commission (SEC) relating to a potential offer to exchange newly created pass through certificates representing interests in equipment notes secured by a number of the company`s aircraft for an aggregate of $550 million of outstanding senior unsecured debt securities of Northwest Airlines, Inc.
The decision to proceed with the exchange offer will depend on market and business conditions over the next several weeks, finalization of the exchange offer terms that are acceptable to the company, as well as other factors. Certain terms of the exchange offer have not yet been determined and will be announced upon the launch of the offer. The company will not receive any cash proceeds from the issuance of the new securities in the exchange offer, which will be subject to various conditions as described in the registration statement.

Under the terms of the proposed offer, Northwest Airlines, Inc. intends to issue $576 million of Class D Certificates, representing interests in the assets of the 2003-1 Pass Through Trust, which will acquire a direct or indirect interest in notes secured directly or indirectly by 69 aircraft owned by Northwest Airlines, Inc. The registration statement states that $540 million of the underlying notes will be entitled to the benefits of Section 1110 of the federal bankruptcy code. The unsecured securities that Northwest Airlines, Inc. is targeting in connection with the offer are the 8.375% and 8.52% Notes due 2004, and the 7 5/8% Notes due 2005.

The dealer manager for the exchange offer is Morgan Stanley. A prospectus relating to the exchange offer, when available, may be obtained from the New York office of the dealer manager. The registration statement relating to these securities filed with the Securities and Exchange Commission has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective.
This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Interested parties may read a copy of Northwest Airlines` registration statement and any other document the airline files at the SEC`s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.

Interested parties may call the SEC at 1-800-SEC-0330 for further information on its public reference rooms.

Northwest Airlines` SEC filings are also available to the public at the SEC`s website at http://www.sec.gov.

Northwest Airlines, Inc. is the world`s fourth largest airline with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and approximately 1,500 daily departures. With its travel partners, Northwest serves nearly 750 cities in almost 120 countries on six continents.

For more information pertaining to Northwest, media inquiries can be directed to Northwest Media Relations at (612) 726-2331.

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