ROUTE SECURITY AGREEMENT

Exhibit 10.2

ROUTE SECURITY AGREEMENT

Between

NORTHWEST AIRLINES, INC.

and

CITICORP USA, INC.,

as Collateral Agent

Dated as of August 21, 2006

Table of Contents

i

Schedule I – Pledged Routes

ii

ROUTE SECURITY AGREEMENT

ROUTE SECURITY AGREEMENT, dated as of August 21, 2006 (as amended, modified or supplemented from time to time, the “ Agreement ”), between NORTHWEST AIRLINES, INC., a Minnesota corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantor and a loan party under the Credit Agreement herein referred to in accordance with Section 5.5 thereof, as applicable (the “ Pledgor ”) and CITICORP USA, INC., as Collateral Agent (the “ Collateral Agent ”), for the benefit of the Secured Creditors (as defined in the Credit Agreement).  Except as otherwise defined herein, terms used herein and defined in the Credit Agreement shall be used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Pledgor and the Collateral Agent are parties to that certain Super Priority Debtor in Possession and Exit Credit and Guarantee Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Agents (as defined therein), the Lenders, Pledgor, Northwest Airlines Corporation, a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantor and a loan party under the Credit Agreement pursuant to Section 5.5 thereof, as applicable, Northwest Airlines Holdings Corporation, a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantor and a loan party under the Credit Agreement pursuant to Section 5.5 thereof, NWA Inc., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code or such entity that becomes a guarantor and a loan party under the Credit Agreement pursuant to Section 5.5 thereof, as applicable;

WHEREAS, in order to induce Agents and Lenders to enter into the Credit Agreement and the other Loan Documents and to induce Lenders to make the Loans and to issue (or participate in) Letters of Credit as provided for in the Credit Agreement, Pledgor has agreed to grant a continuing Lien on the Collateral to secure the Obligations; and

WHEREAS, the Pledgor desires to execute this Agreement to satisfy the condition described in the preceding paragraph;

NOW, THEREFORE, in consideration of the benefits accruing to the Pledgor, the receipt and sufficiency of which are hereby acknowledged; the Pledgor hereby makes the following representations and warranties to the Collateral Agent and hereby covenants and agrees with the Collateral Agent as follows:

Section 1.               Pledge .  The Pledgor hereby pledges to the Collateral Agent and grants to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of the following (the “ Collateral ”), to secure all of the Obligations:

(i)            all of the right, title and interest of the Pledgor in, to and under each and every Pledged Route, Slot, Foreign Slot and Gate Leasehold, in each case whether now existing or hereafter arising (including any renewals of any existing Pledged Routes listed on Schedule I) from time to time; and

(ii)           all Proceeds of any and all of the foregoing;

provided , however , that notwithstanding any other provision of this Agreement or the Credit Agreement, this Agreement shall not constitute a grant of a security interest in any Gate Leaseholds (and, no such property shall be “Collateral” for purposes of this Agreement) to the extent that such grant of a security interest or the enforcement of such grant of a security interest is prohibited by any Requirement of Law or a Governmental Authority, requires a consent not obtained of any Governmental Authority or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to the Pledgor’s interest in such Gate Leaseholds, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.

Section 2.               Obligations .  This Agreement secures, and the Collateral is collateral security for, the Obligations.

Section 3.               No Release .  Nothing set forth in this Agreement shall relieve the Pledgor from the performance of any term, covenant, condition or agreement on the Pledgor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any Person under or in respect of any of the Collateral or impose any obligation on the Collateral Agent or any Secured Creditor to perform or observe any such term, covenant, condition or agreement on the Pledgor’s part to be so performed or observed or impose any liability on the Collateral Agent or any Secured Creditor for any act or omission on the part of the Pledgor relating thereto or for any breach of any representation or warranty on the part of the Pledgor contained in this Agreement, or in respect of the Collateral or made in connection herewith or therewith.  This Section shall survive the termination of this Agreement and the discharge of the Pledgor’s other obligations hereunder and under the Loan Documents.

Section 4.               Representations, Warranties and Covenants .  The Pledgor represents, warrants and covenants as follows:

(i)            All filings, registrations and recordings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by the Pledgor to the Collateral Agent for the benefit of the Secured Creditors

2

hereby in respect of the Collateral have been accomplished by the Pledgor to the extent that such security interests can be perfected under the Uniform Commercial Code and the Federal Aviation Act.  The security interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to this instrument in and to the Collateral constitute and hereafter will constitute a perfected security interest therein superior and prior to the rights of all other Persons therein (to the extent such perfection and priority can be obtained under the Uniform Commercial Code or by filing a record of such security interest with the FAA) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code, the Federal Aviation Act as enacted in any relevant jurisdiction to perfected security interests.

(ii)           The Pledgor is, and as to Collateral acquired by it from time to time after the date hereof the Pledgor will be, the owner of all Collateral free from any Lien except for the Lien and security interest created by this Agreement, Permitted Liens and subject to the Federal Aviation Act, and except for any Lien in favor of a lessor created under the terms of an agreement giving rise to a Gate Leasehold.  The Pledgor shall defend the Collateral against any and all claims and demands of all Persons at any time claiming any interest therein adverse to the Collateral Agent or any Secured Creditor.

(iii)          There is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) on the date hereof, covering or purporting to cover any interest of any kind in the Collateral, and so long as the Credit Agreement has not been terminated or any of the Obligations remain, the Pledgor shall not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction), or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by the Pledgor and except as may be otherwise permitted by the Credit Agreement.

(iv)          The chief executive offices of the Pledgor as of the date of this Agreement are located at 2700 Lone Oak Parkway, Eagan, MN 55121.  The Pledgor shall not, until it shall have given to the Collateral Agent not less than 45 days’ prior written notice of its intention to do so, (a) move its chief executive office from the location referred to in the previous sentence or change its jurisdiction of incorporation or (b) change its name, identity or corporate or other organizational structure to such an extent that any financing statement filed by the Collateral Agent in connection with this Agreement would become misleading; and the Pledgor shall, in each case, provide such other information in connection therewith as the Collateral Agent may reasonably request and shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent on behalf of the Secured Creditors in the Collateral intended to be granted hereby.

(v)           Set forth on Schedule I is a true, correct and complete list of the Pledged Routes as of the date hereof, including a copy of each certificate or order issued by the DOT and the applicable Foreign Aviation Authority representing such Pledged Routes.

3

The Pledgor represents and warrants that it holds the requisite authority to operate over each of the Pledged Routes pursuant to the Federal Aviation Act and all rules and regulations promulgated thereunder, subject only to the regulations of the DOT, the FAA and the applicable Foreign Aviation Authority, and that it has, at all times after obtaining each such Pledged Route, complied in all material respects with all of the terms, conditions and limitations of each such certificate or order issued by the DOT and the applicable Foreign Aviation Authority and with all applicable provisions of the Federal Aviation Act and applicable rules and regulations promulgated thereunder and that there exists no material violation of such terms, conditions or limitations that gives the FAA, DOT or the applicable Foreign Aviation Authority the right to terminate, cancel, withdraw or modify the rights of the Pledgor in any such Pledged Routes.  The Pledgor further represents and warrants that, as of the date hereof, none of the airports located in the United States of America at which the Borrower conducts scheduled operations for direct non-stop flights to Asia using the Pacific Routes is a slot-constrained airport.  If any of the airports located in the United States of America at which the Borrower conducts scheduled operations for direct non-stop flights to Asia using the Pacific Routes is or becomes a slot-constrained airport after the Closing Date, the Pledgor shall promptly notify the Collateral Agent thereof.

(vi)          The Pledgor is a Citizen of the United States and a Certified Air Carrier.  All material licenses, permits, authorizations, certificates of compliance, certificates of public convenience and necessity and other certificates (including, without limitation, air carrier operating certificates and operations specifications issued by the FAA pursuant to 14 C. F. R. Part 121) which are required by the DOT or the FAA and which are adequate for the conduct of the business of the Pledgor are in force and duly issued to the Pledgor.  There are no license fees owed on the Pledgor’s DOT or FAA licenses, certificates or authorizations.  The Pledgor is in compliance with all material requirements of the certificates and authorizations issued to it by the DOT or the FAA.

(vii)         The Pledgor has full corporate power and authority and legal right to pledge all of the Collateral pursuant to this Agreement.

(viii)        No consent of any other party (including, without limitation, stockholders or creditors of the Pledgor), and no consent, authorization, approval, or other action by, and (except in connection with the perfection of the Lien created hereby) no notice to or filing with, any Governmental Authority or other Person is required either (x) for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement or (y) for the exercise by the Collateral Agent of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; provided , however , that the transfer of Pledged Routes is subject to the consent of the DOT and may be subject to the consent of the applicable Foreign Aviation Authority as set forth in Section 10B below.

(ix)           All information set forth herein relating to the Collateral is accurate in all material respects as of the date hereof.

4

(x)            This Agreement is made with full recourse to the Pledgor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of the Pledgor contained herein, in the other Loan Documents, and otherwise in writing in connection herewith or therewith.

Section 5.               Supplements, Further Assurances .  The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be required or that the Collateral Agent reasonably deems necessary, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral including, without limitation, any actions reasonably requested by the Collateral Agent to register, record and identify the Collateral Agent as a “Holder” of a Slot with the FAA and to cause evidence of its title to be duly recorded, filed or filed for recording, to the extent permitted or required under any applicable law, by the Pledgor as owner and any actions reasonably requested by the Collateral Agent required to perfect preserve and protect any such security interest under other applicable laws.

Section 6.               Provisions Concerning Pledged Collateral .

(i)            Financing Statements .  The Pledgor hereby authorizes the Collateral Agent, at any time and from time to time, to file or record such financing statements and amendments thereto, in form and substance acceptable to the Collateral Agent, as may from time to time be required or necessary to grant, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (to the extent such perfection and priority can be obtained by filing a Uniform Commercial Code financing statement or by filing a record of such security interest with the FAA), and the other rights, as against third parties, provided hereby, all in accordance with the Uniform Commercial Code as enacted in any and all relevant jurisdictions or any other relevant law.  The Pledgor shall pay any applicable filing fees and other expenses related to the filing of such financing statements and amendments thereto.

(ii)           Compliance with Laws and Regulations .  The Pledgor shall promptly comply in all material respects with all laws, ordinances; orders, rules, regulations, and requirements of all Federal, state, municipal or other governmental or quasi-governmental authorities or bodies including, without limitation, Foreign Aviation Authorities, then having jurisdiction over the Collateral (or any part thereof) and/or the use thereof by the Pledgor, of every nature and kind (the “ Requirements ”) including any of the same which relate to or require changes or requirements incident to or as the result of any use thereof or otherwise, and the Pledgor shall so comply, whether or not such Requirements shall now exist or shall hereafter be enacted or promulgated and whether or not the same may be said to be within the present contemplation of the parties hereto.  Notwithstanding the foregoing, if the Pledgor contests a Requirement, it shall not be obligated to comply with such Requirement to the extent such non-compliance or

5

deferral is consistent with law and does not have a materially adverse effect on the Collateral or the security interest therein.

(iii)          Notice of Laws .  The Pledgor agrees to give the Collateral Agent notice of any violations of any Requirement enacted, passed, promulgated, made, issued or adopted by any of the governmental departments or agencies or authorities hereinbefore mentioned affecting the Collateral or the Pledgor’s use thereof, a copy of which is served upon or received by the Pledgor, or otherwise brought to the attention of the Pledgor, by mailing within thirty (30) business days after such service, receipt, or after the same otherwise comes to the attention of the Pledgor, a copy of each and every one thereof to the Collateral Agent.  At the same time, the Pledgor will inform the Collateral Agent as to the work or steps which the Pledgor proposes to do or take in order to correct the violation.  Notwithstanding the foregoing, however, if such work or step would require any alterations which would, in the Collateral Agent’s reasonable opinion, reduce the value of the Collateral or change the general character or use of the Collateral, the Pledgor may, with the consent of the Collateral Agent, defer compliance therewith, as long as such deferral is consistent with applicable law in order that the Pledgor may, with the consent of the Collateral Agent, at the Pledgor’s expense, contest or seek modification of or other relief with respect to such Requirements, but nothing herein shall relieve the Pledgor of the duty and obligation, at the Pledgor’s expense, to comply with such Requirements, or such Requirements as modified, whenever the Collateral Agent shall so direct.

Section 7.               Collateral Agent Appointed Attorney-in-Fact .  The Pledgor hereby appoints the Collateral Agent the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise; from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is coupled with an interest.

Section 8.               Collateral Agent May Perform .  If the Pledgor fails to perform any agreement contained herein after receipt of a written request to do so from the Collateral Agent, the Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Collateral Agent, including, without limitation, the fees and expenses of its counsel, incurred in connection therewith, shall be payable by the Pledgor and shall be considered Obligations.

Section 9.               The Collateral Agent .  It is expressly understood and agreed by the parties hereto and each Secured Creditor, by accepting the benefits of this Agreement, acknowledges and agrees that the obligations of the Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement.  The Collateral Agent shall act hereunder on the terms and conditions set forth in Section 10 of the Credit Agreement.

6

Section 10.             Events of Default, Remedies :

A.            Events of Default .  It shall be an Event of Default hereunder if under the Credit Agreement an “Event of Default” (as such term is defined in the Credit Agreement) shall occur.

B.            Remedies: Obtaining the Collateral Upon Event of Default .  If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent (acting at the direction and with the consent of the Required Lenders) may, at any time or from time to time during such Event of Default:

(i)            Declare the entire right, title and interest of the Pledgor in and to the Collateral vested, subject to the requirements imposed by the Federal Aviation Act and the DOT (and, in the case of Gate Leaseholds, the requirements imposed by the applicable Governmental Authorities and/or airport authorities), in which event such rights, title and interest shall immediately vest in the Collateral Agent, in which case the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, FAA, applicable Foreign Aviation Authorities or any other governmental or regulatory authority having jurisdiction over any such Pledged Route or the use thereof) as shall be requested by the Collateral Agent in order to effectuate the transfer of such Collateral, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities representing same and any other rights of the Pledgor with respe