Plea Agreement

2. The defendant knowingly and voluntarily waives the rights set out in Paragraph 1(b)-(f) above. The defendant also agrees to waive any objection or defense it may have to the prosecution of the charged offense in the United States District Court for the District of Columbia based on venue. The defendant also agrees to waive any claim, objection, defense and right to file any appeal relating to the imposition of a fine or the payment of any fine imposed pursuant to its guilty plea in this matter on the basis of bankruptcy or related proceedings discharging liabilities. For purposes of clarity, the defendant expressly reserves the right to raise a bankruptcy discharge defense to any other claim of the United States within the meaning of the bankruptcy laws, except as expressly agreed herein and the United States expressly reserves all claims and defenses it may have in any such proceeding. The defendant also knowingly and voluntarily waives the right to file any appeal, any collateral attack, or any other writ or motion, including but not limited to an appeal under 18 U.S.C. ｧ 3742, that challenges the sentence imposed by the Court if that sentence is consistent with or below the recommended sentence in Paragraph 8 of this Plea Agreement, regardless of how the sentence is determined by the Court. This agreement does not affect the rights or obligations of the United States as set forth in 18 U.S.C. ｧ 3742(b)-(c). Nothing in this paragraph, however, shall act as a bar to the defendant perfecting any legal remedies it may otherwise have on appeal or collateral attack respecting claims of ineffective assistance of counsel or prosecutorial misconduct. Pursuant to Fed. R. Crim. P. 7(b), the defendant will waive indictment and plead guilty at arraignment to a one-count Information to be filed in the United States District Court for the District of Columbia. The Information will charge that the defendant, through Northwest Airlines Cargo, participated in a combination and conspiracy to suppress and eliminate competition by fixing the cargo rates charged to customers in the United States and elsewhere for international air shipments, from at least as early as July 2004 until at least February 14, 2006, in violation of the Sherman Antitrust Act, 15 U.S.C. ｧ 1.

3. The defendant, pursuant to the terms of this Plea Agreement, will plead guilty to the criminal charge described in Paragraph 2 above and will make a factual admission of guilt to the Court in accordance with Fed. R. Crim. P. 11, as set forth in Paragraph 4 below.

4. Had this case gone to trial, the United States would have presented evidence sufficient to prove the following facts against the defendant:

(a) For purposes of this Plea Agreement, the "relevant period" is that period from at least as early as July 2004 until at least February 14, 2006. During the relevant period, Northwest Airlines Corp., defendant's predecessor, was organized and existed under the laws of the state of Delaware with its principal place of business in Eagan, Minnesota. During the relevant period, Northwest Airlines Cargo, a division of Northwest Airlines, Inc. (the principal wholly-owned subsidiary of the defendant's predecessor), provided international air transportation services for cargo ("air cargo services") on certain trans-Pacific routes to and from the United States and employed more than 1,000 individuals. For purposes of this Plea Agreement, "air cargo services" shall mean the shipment by air transportation for any portion of transit of any good, property, mail, product, container or item, such as heavy equipment, perishable commodities, and consumer goods. For its air cargo services, Northwest Airlines Cargo charged its customers a price that consisted of a base rate and, at times during the relevant period, various fees and surcharges, such as a fuel surcharge. The amount of the base rate and surcharges charged by Northwest Airlines Cargo could vary based on the type and weight of the shipment, the origin and/or destination of the shipment, and the nature of the goods or products being shipped. The base rate, fees, and surcharges charged by Northwest Airlines Cargo to customers of air cargo services are collectively referred to herein as the "cargo rate." During the relevant period, Northwest Airlines Cargo's sales of air cargo services from the United States totaled at least $81.4 million.

(b) During the relevant period, Northwest Airlines Cargo, through its officers and employees, including high-level personnel, participated in a conspiracy with one or more providers of air cargo services, a primary purpose of which was to suppress and eliminate competition by fixing one or more components of the cargo rates charged to customers for certain U.S./Japan air cargo services. In furtherance of the conspiracy, Northwest Airlines Cargo, through its officers and employees, engaged in discussions and attended meetings with representatives of one or more providers of air cargo services. During these discussions and meetings, agreements were reached to fix one or more components of the cargo rates to be charged to purchasers of certain U.S./Japan air cargo services.

(c) During the relevant period, certain air cargo shipments provided by one or more of the conspirator carriers, and aircraft necessary to transport the air cargo shipments, as well as payments for the air cargo shipments, traveled in interstate and foreign trade and commerce. The business activities of Northwest Airlines Cargo and its co-conspirators in connection with the sale and provision of air cargo services affected by this conspiracy were within the flow of, and substantially affected, interstate and foreign trade and commerce.

5. The defendant understands that the statutory maximum penalty which may be imposed against it upon conviction for a violation of Section One of the Sherman Antitrust Act is a fine in an amount equal to the greatest of:

(a) $100 million (15 U.S.C. ｧ 1);

(b) twice the gross pecuniary gain the conspirators derived from the crime (18 U.S.C. ｧ 3571(c) and (d)); or

(c) twice the gross pecuniary loss caused to the victims of the crime by the conspirators (18 U.S.C. ｧ 3571(c) and (d)).

6. In addition, the defendant understands that:

(a) pursuant to 18 U.S.C. ｧ 3561(c)(1), the Court may impose a term of probation of at least one year, but not more than five years;

(b) pursuant to ｧ8B1.1 of the United States Sentencing Guidelines ("U.S.S.G.," "Sentencing Guidelines," or "Guidelines") or 18 U.S.C. ｧ 3563(b)(2) or 3663(a)(3), the Court may order it to pay restitution to the victims of the offense; and

(c) pursuant to 18 U.S.C. ｧ 3013(a)(2)(B), the Court is required to order the defendant to pay a $400 special assessment upon conviction for the charged crime.

7. The defendant understands that the Sentencing Guidelines are advisory, not mandatory, but that the Court must consider the Guidelines in effect on the day of sentencing, along with the other factors set forth in 18 U.S.C. ｧ 3553(a), in determining and imposing sentence. The defendant understands that the Guidelines determinations will be made by the Court by a preponderance of the evidence standard. The defendant understands that although the Court is not ultimately bound to impose a sentence within the applicable Guidelines range, its sentence must be reasonable based upon consideration of all relevant sentencing factors set forth in 18 U.S.C. ｧ 3553(a). Pursuant to U.S.S.G. ｧ1B1.8, the United States agrees that self-incriminating information that the defendant and the cooperating officers and employees of the defendant, its subsidiaries, and Northwest Airlines Cargo have provided and will provide to the United States pursuant to this Plea Agreement will notbe used to increase the volume of affected commerce attributable to the defendant or in determining the defendant's applicable Guidelines range, except to the extent provided in U.S.S.G. ｧ1B1.8(b).

8. Pursuant to Fed. R. Crim. P. 11(c)(1)(C), the United States and the defendant agree that the appropriate disposition of this case is, and agree to recommend jointly that the Court impose, a sentence requiring the defendant to pay to the United States a criminal fine of $38 million, payable in full before the thirtieth (30th) day after the date of judgment with interest accruing under 18 U.S.C. ｧ 3612(f)(1)-(2) beginning on the fifteenth (15^th) day after the date of judgment ("the recommended sentence"). The parties agree that there exists no aggravating or mitigating circumstance of a kind, or to a degree, not adequately taken into consideration by the U.S. Sentencing Commission in formulating the Sentencing Guidelines justifying a departure pursuant to U.S.S.G. ｧ5K2.0. The parties agree not to seek or support any sentence outside of the Guidelines range nor any Guidelines adjustment for any reason that is not set forth in this Plea Agreement. The parties further agree that the recommended sentence set forth in this Plea Agreement is reasonable.

Guidelines Analysis

(a) Pursuant to U.S.S.G. ｧ8C2.5, the defendant's culpability score is 7. This number is calculated by starting with 5 points, pursuant to U.S.S.G. ｧ8C2.5(a); adding 4 points because the organization had more than 1,000 but less than 5,000 employees and an individual within high-level personnel of the organization participated in, condoned or was willfully ignorant of the offense, pursuant to U.S.S.G. ｧ8C2.5(b)(2)(A)(i); and subtracting 2 points because the defendant fully cooperated in the investigation and clearly demonstrated recognition and affirmative acceptance of responsibility for its criminal conduct, pursuant to U.S.S.G. ｧ8C2.5(g)(2). Accordingly, the minimum multiplier to be applied to the base fine is 1.4 and the maximum multiplier is 2.8, pursuant to U.S.S.G. ｧ8C2.6.

(b) The base fine is 20% of the volume of commerce, pursuant to U.S.S.G. ｧ2R1.1(d)(1) and ｧ8C2.4(a) and (b). The parties agree that the affected volume of commerce attributable to the defendant for purposes of the Information is $81.4 million, adjusted to reflect information provided to the United States pursuant to U.S.S.G. ｧ1B1.8. The base fine for relevant air cargo shipments from the United States is $16.3 million (20% of $81.4 million). Applying the multipliers of 1.4 and 2.8 to this amount, the fine range for the relevant air cargo shipments from the United States is between $22.8 million and $45.6 million.

(c) The volume of affected commerce calculation in paragraph 8(b) above does not include commerce related to the defendant's cargo shipments on routes into the United States. The defendant takes the position that any agreements reached with competitors with respect to cargo shipments on routes into the United States should not be included in the defendant's volume of affected commerce calculation pursuant to U.S.S.G. ｧ2R1.1(d)(1). The United States disputes the defendant's position and contends that the defendant's cargo shipments on routes into the United States during the charged conspiracy period violated the U.S. antitrust laws. Moreover, the United States asserts that a Guidelines fine calculation that fails to account for cargo shipments into the United States affected by the conspiracy charged in the Information would understate the seriousness of, and the harm caused to U.S. victims by, the offense and would not provide just punishment.

(d) The parties recognize the complexity of litigating the issues set forth in Paragraph 8(c) and the resulting burden on judicial and party resources, and agree that the appropriate resolution of these issues is to impose a fine in the upper half of the Guidelines sentencing range, in order to reflect commerce attributable to cargo shipments on routes into the United States from Japan. The parties agree that the appropriate fine for the commerce affected by the defendant's participation in the charged conspiracy is $38 million.

(e) The defendant understands that the Court will order it to pay a $400 special assessment, pursuant to 18 U.S.C. ｧ 3013(a)(2)(B), in addition to any fine imposed.

(f) Based on the defendant's assistance, all parties will recommend that no term of probation be imposed, but the defendant understands that the Court's denial of this request will not void this Plea Agreement.

(g) The United States and the defendant jointly submit that this Plea Agreement, together with the record that will be created by the United States and the defendant at the plea and sentencing hearings, and the further disclosure described in Paragraph 9, will provide sufficient information concerning the defendant, the crime charged in this case, and Northwest Airlines Cargo's role in the crime to enable the meaningful exercise of sentencing authority by the Court under 18 U.S.C. ｧ 3553. The United States and the defendant agree to request jointly that the Court accept the defendant's guilty plea and impose sentence on an expedited schedule as early as the date of arraignment, based upon the record provided by the defendant and the United States, under the provisions of Fed. R. Crim. P. 32(c)(1)(A)(ii) and U.S.S.G. ｧ6A1.1. The Court's denial of the request to impose sentence on an expedited schedule will not void this Plea Agreement.

9. Subject to the ongoing, full, and truthful cooperation of the defendant, as described in Paragraph 13 of this Plea Agreement, and before sentencing in the case, the United States will fully advise the Court and the Probation Office of the fact, manner, and extent of the defendant's cooperation and its commitment to prospective cooperation with the United States' investigation and prosecutions, all material facts relating to Northwest Airlines Cargo's involvement in the charged offense, and all other relevant conduct.

10. In consideration of this Plea Agreement, Delta Air Lines, Inc., defendant's parent company, knowingly and voluntarily agrees, through its authorized representative, that it guarantees payment to the United States of the criminal fine imposed on the defendant pursuant to this Plea Agreement. Acknowledgment of the guaranty of payment by Delta Air Lines, Inc. is confirmed by its authorized representative signing this Plea Agreement.

11. The United States and the defendant understand that the Court retains complete discretion to accept or reject the recommended sentence provided for in Paragraph 8 of this Plea Agreement.

(a) If the Court does not accept the recommended sentence, the United States and the defendant agree that this Plea Agreement, except for Paragraph 11(b) below, shall be rendered void.

(b) If the Court does not accept the recommended sentence, the defendant will be free to withdraw its guilty plea (Fed. R. Crim. P. 11(c)(5) and (d)). If the defendant withdraws its plea of guilty, this Plea Agreement, the guilty plea, and any statement made in the course of any proceedings under Fed. R. Crim. P. 11 regarding the guilty plea or this Plea Agreement or made in the course of plea discussions with an attorney for the government shall not be admissible against the defendant in any criminal or civil proceeding, except as otherwise provided in Fed. R. Evid. 410. In addition, the defendant agrees that, if it withdraws its guilty plea pursuant to this subparagraph of the Plea Agreement, the statute of limitations period for any offense referred to in Paragraph 15 of this Plea Agreement shall be tolled for the period between the date of the signing of the Plea Agreement and the date the defendant withdrew its guilty plea or for a period of sixty (60) days after the date of the signing of the Plea Agreement, whichever period is greater.

12. The United States agrees that it will not seek a restitution order for the offense charged in the Information.

13. The defendant and its subsidiaries will cooperate fully and truthfully with the United States in the prosecution of this case, the conduct of the current federal investigation of violations of federal antitrust and related criminal laws involving the sale of air cargo services, any other federal investigation resulting therefrom, and any litigation or other proceedings arising or resulting from such investigation to which the United States is a party ("Federal Proceeding"). The ongoing, full, and truthful cooperation of the defendant and its subsidiaries shall include, but not be limited to:

(a) producing to the United States all non-privileged documents, information, and other materials (with translations into English), wherever located, in the possession, custody, or control of the defendant or any of its subsidiaries requested by the United States in connection with any Federal Proceeding; and

(b) using its best efforts to secure the ongoing, full, and truthful cooperation, as defined in Paragraph 14 of this Plea Agreement, of the current and former directors, officers, and employees of Northwest Airlines Cargo, the defendant or any of defendant's subsidiaries as may be requested by the United States-but excluding, Richardson Sells, Yuki Okazoe, Aaron Lo, and Norman Greer-including making these persons available in the United States and at other mutually agreed-upon locations, at the defendant's expense, for interviews and the provision of testimony in grand jury, trial, and other judicial proceedings in connection with any Federal Proceeding.

14. The ongoing, full, and truthful cooperation of each person described in Paragraph 13(b) above will be subject to the procedures and protections of this paragraph, and shall include, but not be limited to:

(a) producing in the United States and at other mutually agreed-upon locations all non-privileged documents, including claimed personal documents, and other materials, wherever located, requested by attorneys and agents of the United States in connection with any Federal Proceeding;

(b) making himself or herself available for interviews in the United States and at other mutually agreed-upon locations, not at the expense of the United States, upon the request of attorneys and agents of the United States;

(c) responding fully and truthfully to all inquiries of the United States in connection with any Federal Proceeding, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. ｧ 1001) and obstruction of justice (18 U.S.C. ｧ 1503, et seq.);

(d) otherwise voluntarily providing the United States with any non-privileged material or information not requested in (a) - (c) of this paragraph that he or she may have that is related to any Federal Proceeding;

(e) when called upon to do so by the United States in connection with any Federal Proceeding, testifying in grand jury, trial, and other judicial proceedings in the United States fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. ｧ 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. ｧ 1623), contempt (18 U.S.C. ｧｧ 401-402), and obstruction of justice (18 U.S.C. ｧ 1503, et seq.); and

(f) agreeing that, if the agreement not to prosecute him or her in this Plea Agreement is rendered void under Paragraph 16(c), the statute of limitations period for any Relevant Offense as defined in Paragraph 16(a) shall be tolled as to him or her for the period between the date of the signing of this Plea Agreement and six (6) months after the date that the United States gave notice of its intent to void its obligations to that person under the Plea Agreement.