**Exhibit 10.20**

 

 

**STOCKPURCHASE AGREEMENT**

**dated asof January 22, 2007**

**between**

**NorthwestAirlines, Inc.**

**and**

**MAIRHoldings, Inc.**

 

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TABLE OF CONTENTS
|             | ** ** | ** **                                              | ** ** | **Page**   |
|-------------|------------|---------------------------------------------------------|------------|------------|
| ** **  | ** ** | ** **                                              | ** ** | ** ** |
| ARTICLE I   |       | PURCHASE AND SALE OF SHARES                             |       | 1          |
|        |       |                                                    |       |       |
| 1.1         |       | Purchase and Sale                                       |       | 1          |
|        |       |                                                    |       |       |
| 1.2         |       | Closing                                                 |       | 2          |
|        |       |                                                    |       |       |
| 1.3         |       | Deliveries                                              |       | 3          |
|        |       |                                                    |       |       |
| 1.4         |       | Assignment of Bankruptcy Claim                          |       | 4          |
|        |       |                                                    |       |       |
| 1.5         |       | Cure Amounts                                            |       | 4          |
|        |       |                                                    |       |       |
| ARTICLE II  |       | REPRESENTATIONS AND WARRANTIES OF BUYER                 |       | 4          |
|        |       |                                                    |       |       |
| 2.1         |       | Organization and Good Standing                          |       | 4          |
|        |       |                                                    |       |       |
| 2.2         |       | Capitalization                                          |       | 4          |
|        |       |                                                    |       |       |
| 2.3         |       | Authority, Approvals, Enforceability and Consents       |       | 4          |
|        |       |                                                    |       |       |
| 2.4         |       | Financial Capability                                    |       | 5          |
|        |       |                                                    |       |       |
| 2.5         |       | Brokers                                                 |       | 6          |
|        |       |                                                    |       |       |
| ARTICLE III |       | REPRESENTATIONS AND WARRANTIES OF SELLER                |       | 6          |
|        |       |                                                    |       |       |
| 3.1         |       | Organization and Good Standing                          |       | 6          |
|        |       |                                                    |       |       |
| 3.2         |       | Authority, Approvals, Enforceability and Consents       |       | 6          |
|        |       |                                                    |       |       |
| 3.3         |       | Title                                                   |       | 7          |
|        |       |                                                    |       |       |
| 3.4         |       | Brokers                                                 |       | 7          |
|        |       |                                                    |       |       |
| ARTICLE IV  |       | COVENANTS                                               |       | 7          |
|        |       |                                                    |       |       |
| 4.1         |       | Announcements                                           |       | 7          |
|        |       |                                                    |       |       |
| 4.2         |       | Cash                                                    |       | 7          |
|        |       |                                                    |       |       |
| 4.3         |       | Further Assurances                                      |       | 7          |
|        |       |                                                    |       |       |
| 4.4         |       | Additional Agreements; Notification of Certain  Matters |       | 8          |
|        |       |                                                    |       |       |
| 4.5         |       | SPRA Consent                                            |       | 9          |

 

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| 4.6          |   | Seller Approval Order                                          |   | 10     |
|--------------|--------|----------------------------------------------------------------|--------|--------|
|         |   |                                                           |   |   |
| ARTICLE V    |   | CONDITIONS TO THE OBLIGATIONS OF SELLER TO EFFECT  THE CLOSING |   | 10     |
|         |   |                                                           |   |   |
| 5.1          |   | Seller Obligations                                             |   | 10     |
|         |   |                                                           |   |   |
| ARTICLE VI   |   | CONDITIONS TO THE OBLIGATIONS OF BUYER TO EFFECT THE  CLOSING  |   | 11     |
|         |   |                                                           |   |   |
| 6.1          |   | Buyer Obligations                                              |   | 11     |
|         |   |                                                           |   |   |
| ARTICLE VII  |   | TERMINATION                                                    |   | 11     |
|         |   |                                                           |   |   |
| 7.1          |   | Termination                                                    |   | 11     |
|         |   |                                                           |   |   |
| 7.2          |   | Effect of Termination                                          |   | 12     |
|         |   |                                                           |   |   |
| ARTICLE VIII |   | MISCELLANEOUS                                                  |   | 12     |
|         |   |                                                           |   |   |
| 8.1          |   | Expenses                                                       |   | 12     |
|         |   |                                                           |   |   |
| 8.2          |   | Survival                                                       |   | 12     |
|         |   |                                                           |   |   |
| 8.3          |   | Certain Interpretative Matters                                 |   | 13     |
|         |   |                                                           |   |   |
| 8.4          |   | Notices                                                        |   | 13     |
|         |   |                                                           |   |   |
| 8.5          |   | Assignment                                                     |   | 14     |
|         |   |                                                           |   |   |
| 8.6          |   | Entire Agreement                                               |   | 14     |
|         |   |                                                           |   |   |
| 8.7          |   | Modifications, Amendments and Waivers                          |   | 15     |
|         |   |                                                           |   |   |
| 8.8          |   | Counterparts                                                   |   | 15     |
|         |   |                                                           |   |   |
| 8.9          |   | Governing Law                                                  |   | 15     |
|         |   |                                                           |   |   |
| 8.10         |   | Severability                                                   |   | 15     |
|         |   |                                                           |   |   |
| 8.11         |   | Submission to Jurisdiction; Waivers                            |   | 16     |
|         |   |                                                           |   |   |
| 8.12         |   | Specific Performance                                           |   | 17     |
|         |   |                                                           |   |   |
| 8.13         |   | No Presumption                                                 |   | 17     |
|         |   |                                                           |   |   |
| 8.14         |   | No Third Party Beneficiary                                     |   | 17     |
|         |   |                                                           |   |   |
| 8.15         |   | Representations                                                |   | 17     |

 

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| Exhibit A |   | Certain Defined Terms                       |   |   |
|-----------|--------|---------------------------------------------|--------|--------|
| Exhibit B |   | Stock Purchase and Reorganization Agreement |   |   |
| Exhibit C |   | Form of General Release                     |   |   |
| Exhibit D |   | Form of Company Plan                        |   |   |
| Exhibit E |   | Form of Seller Approval Order               |   |   |

 

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement, dated as of January 22,2007 (this **“Agreement”**), isbetween Northwest Airlines, Inc., a Minnesota corporation (**“Seller”**), and MAIR Holdings, Inc., aMinnesota corporation (**“Buyer”**).  Capitalized terms used but not defined hereinhave the meanings assigned to them on Exhibit A.

WHEREAS, Seller owns 5,657,113 shares of Buyer’scommon stock, par value $0.01 per share (the **“CommonStock”,**and such 5,657,113shares of Common Stock are herein collectively referred to as the **“Shares”**) and a Warrant to purchase4,112,500 shares of Common Stock at a current exercise price of $8.74 per share(the “**Warrant**”);

WHEREAS, concurrently with entering into thisAgreement, Seller and Mesaba Aviation, Inc., a Minnesota corporation and whollyowned Subsidiary of Buyer (the “**Company**”), areentering into a Stock Purchase and Reorganization Agreement (the “**SPRA**”), which is attached hereto as Exhibit B, itbeing understood and agreed that the consummation of the Closing is not conditionedupon the consummation of the closing of the transactions contemplated by theSPRA;

WHEREAS, Seller desires to sell to Buyer the Sharesand Buyer desires to purchase from Seller the Shares as set forth herein; and

WHEREAS, Buyer desires to consent to and fully supportthe transactions contemplated by the SPRA, vote in favor of the Company Planand withdraw any Claims that it has or may have against Seller in the SellerCase.

NOW, THEREFORE, in consideration of the premises andthe mutual representations, warranties, covenants and agreements containedherein, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties, intending to belegally bound, agree as follows:

# ARTICLE I

# PURCHASE AND SALEOF SHARES

## 1.1                                 Purchaseand Sale.

(a)                                  Uponthe terms and subject to the conditions set forth in this Agreement, upon theconsummation of the Closing, Seller shall sell to Buyer and Buyer shallpurchase from Seller the Shares.  Theaggregate purchase price for the Shares shall be $35,356,956.25 (the “**Purchase Price**”) and shall be paid by Buyer to Seller asfollows: (i) upon the consummation of the Closing, Buyer shall wire transfer$24,042,730.25 (the “**Closing Purchase Price**”)in immediately available funds to the bank account designated by Seller toBuyer in writing at least one Business Day prior to the Closing and (ii) on thedate that is the earlier of (A) nine months following the date of thisAgreement and (B) the making of at least $25,000,000 of cash distributions toBuyer in the Company Case (together with any prior distributions) on account ofBuyer’s equity interest in the Company (the earlier of the dates referred to inthe foregoing clauses (A) and (B) is herein referred to as the “**Deferred Purchase Price Date**”), Buyer shall

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### wire transfer $11,314,226.00 (the “**Deferred Purchase Price**”) in immediately available funds tothe bank account designated by Seller to Buyer in writing at least one BusinessDay prior to the Deferred Purchase Price Date.  Notwithstanding the foregoing provisions ofthis Section 1.1(a), the parties agree that if the Deferred Purchase Price Dateshall occur prior to the consummation of the Closing, then the DeferredPurchase Price Date shall be deemed to occur upon the consummation of theClosing. If Buyer shall not have paid to Seller the Deferred Purchase Price inaccordance with the terms of this Agreement, then, in addition to the DeferredPurchase Price, Buyer shall pay to Seller interest on the Deferred PurchasePrice from the Closing Date through the date of payment of the DeferredPurchase Price at the Default Interest Rate.

### (b)                                 NotwithstandingSection 1.1(a), if prior to the consummation of the Closing (i) Buyer shallhave breached in any material respect its obligations set forth in Section 4.5or (ii) Buyer shall have consummated any Acceleration Transaction, then, uponconsummation of the Closing, Buyer shall pay to Seller the entire PurchasePrice in immediately available funds to the bank account designated by Sellerto Buyer in writing at least one Business Day prior to the Closing.

### (c)                                  NotwithstandingSections 1.1(a), unless the entire Purchase Price was paid by Buyer to Sellerupon consummation of the Closing, if following the consummation of the Closingand prior to the Deferred Purchase Price Date (i) Buyer shall have breached inany material respect its obligations set forth in Section 4.5 or (ii) Buyershall have consummated any Acceleration Transaction, then, upon the date thatis one Business Day following the consummation of such AccelerationTransaction, Buyer shall pay to Seller the Deferred Purchase Price inimmediately available funds to the bank account that was previously designatedby Seller to Buyer pursuant to Section 1.1(a).

### (d)                                 Eachof the parties understands and agrees that unless the Closing is consummated,nothing contained in this Agreement shall constitute an admission by Buyer,Seller or any of their Affiliates as to the amount, if any, of any Claim byBuyer against Seller or the Seller Bankruptcy Estate nor of any Claim by Selleragainst the Company.

### (e)                                  Inthe event that Buyer changes the number of shares of Common Stock or securitiesconvertible or exchangeable into or exercisable for shares of Common Stockissued and outstanding prior to the Closing as a result of a reclassification,stock split or reverse stock split, the Purchase Price, the Closing PurchasePrice and the Deferred Purchase Price shall remain the same, and the number ofshares of Common Stock or securities convertible or exchangeable into orexercisable for shares of Common Stock as a result of any suchreclassification, stock split or reverse stock split shall be the Sharescovered by this Agreement.

### (f)                                    Notwithstandingthe entry into this Agreement or any provision contained herein, it isacknowledged and agreed that, unless and until the consummation of the Closingshall have occurred, Seller shall retain all of its rights, including anyvoting rights, as a shareholder of Buyer with respect to the Shares.

## 1.2                                 Closing.  On the terms and subject to the conditionsset forth in this Agreement, the closing of the transactions contemplated bySection 1.1(a) of this Agreement (the **“Closing”**)shall take place:  (a) at the offices ofHughes Hubbard & Reed LLP, One Battery Park Plaza, 

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## New York, New York, at 10:00 a.m., local time, on the third BusinessDay after the Satisfaction Date (the “**ScheduledClosing Date and Time**” ) or (b) at such other time, on such otherdate and at such other place as may be mutually agreed upon by the parties.  The date on which the Closing is to occur isherein referred to as the **“Closing Date.” **Notwithstanding the foregoing, the parties acknowledge and agree that Sellershall have the right, at any time and from time to time following theSatisfaction Date and prior to any Scheduled Closing Date and Time, todetermine that the Scheduled Closing Date and Time shall be 10:00 a.m., NewYork time, on any date subsequent to the previously set Scheduled Closing Dateand Time (10:00 a.m., New York time, on such date determined by Seller shall bedeemed to be the Scheduled Closing Date and Time) by providing to Buyer awritten notice to such effect; provided that any such Scheduled Closing Dateand Time determined by Seller shall be on a date that is at least threeBusiness Day prior to the earlier of the closing of the transactionscontemplated by the SPRA and the Termination Date, it being understood andagreed that any such notice by Seller to Buyer shall not be deemed a waiver ofthe satisfaction of any conditions to the Closing set forth in this Agreementand that such conditions (other than those conditions that by their terms areto be satisfied at the Closing, but subject to the satisfaction or waiver ofthose conditions) shall be satisfied or waived at the Closing.

## 1.3                                 Deliveries.  Inaddition to the other requirements set forth herein:

### (a)                                  Sellershall deliver to Buyer:

#### (i)                                     atthe Closing, one or more certificates representing the Shares, and any otherdocuments that are necessary to sell and transfer to Buyer title to the Sharesfree and clear of all Liens other than Permitted Liens;

#### (ii)                                  atthe Closing, the certificate called for by Section 6.1(a);

#### (iii)                               atthe later of the Closing and the date on which the Buyer Approval Order (asdefined in the SPRA) has been entered by the Seller Bankruptcy Court and is aFinal Order, a release in substantially the form attached hereto as ExhibitC, duly executed by Seller as the Releasing Party (as defined in ExhibitC);

#### (iv)                              atthe Closing, the Warrant for cancellation by Buyer; and

#### (v)                                 atthe Closing, all other instruments and documents reasonably requested by Buyer.

### (b)                                 Buyershall deliver to Seller:

#### (i)                                     atthe Closing, the certificate called for by Section 5.1(a);

#### (ii)                                  atthe Closing, the Closing Purchase Price and, if applicable, the DeferredPurchase Price;

#### (iii)                               onthe Deferred Purchase Price Date or the date contemplated by Section 1.1(c),the Deferred Purchase Price;

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#### (iv)                              atthe later of the Closing and the date on which the Buyer Approval Order (asdefined in the SPRA) has been entered by the Seller Bankruptcy Court and is aFinal Order, a release in substantially the form attached hereto as ExhibitC, duly executed by Buyer as the Releasing Party (as defined in ExhibitC); and

#### (v)                                 atthe Closing, all other instruments and documents reasonably requested bySeller.

## 1.4                                 Assignmentof Bankruptcy Claim.  Unless Buyershall have breached in any material respect its obligations set forth inSection 4.5, if the closing of the transactions contemplated hereby shall havebeen consummated, upon consummation of the closing of the SPRA, Seller shallassign the Buyer Claim (as defined in Section 1.7 of the SPRA) to Buyer.

## 1.5                                 CureAmounts.  Unless Buyer shall havebreached in any material respect its obligations set forth in Section 4.5, ifthe closing of the transactions contemplated hereby shall have beenconsummated, Seller shall provide to the Company, immediately prior to theconsummation of the closing of the SPRA, the notice contemplated by Section4.10 of the SPRA.

# ARTICLE II

# REPRESENTATIONSAND WARRANTIESOF BUYER

Buyer hereby represents and warrants to Seller asfollows:

## 2.1                                 Organizationand Good Standing.  Buyer is acorporation duly organized, validly existing and in good standing under thelaws of the State of Minnesota.

## 2.2                                 Capitalization.  As of the date of this Agreement, theauthorized capital stock of Buyer consists of 60,000,000 shares of CommonStock.  As of the date of this Agreement,there are 20,591,840 shares of Common Stock issued and outstanding.  Buyer owns all the issued and outstandingshares of common stock, par value $0.01 per share, of the Company.

## 2.3                                 Authority,Approvals, Enforceability and Consents.

### (a)                                  Buyerhas the corporate power and authority to enter into this Agreement and theother Transaction Documents to be executed and delivered by it and to performits obligations hereunder and thereunder.

### (b)                                 Theexecution, delivery and performance by Buyer of this Agreement and the otherTransaction Documents to be executed and delivered by it and the consummationby Buyer of the transactions contemplated hereby and thereby have been dulyauthorized and approved by the Board of Directors of Buyer and no othercorporate proceedings or other approvals on the part of Buyer or itsshareholders are necessary to authorize and approve, and for Buyer to perform,its obligations under, and to consummate the transactions contemplated by, thisAgreement and the other Transaction Documents to be executed and delivered byit and the transactions contemplated hereby and thereby.

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### (c)                                  Theexecution, delivery and performance by the Company of the SPRA and the otherTransaction Documents to be executed and delivered by the Company and theconsummation by the Company of the transactions contemplated thereby have beenduly authorized and approved by Buyer, including any necessary approval or voteby Buyer as the sole shareholder of the Company (including under Article II ofthe bylaws of the Company) (and Buyer shall have provided to Seller, as of thedate of this Agreement, a true and complete copy of any such authorization orapproval, and no such authorization or approval shall have been revoked,amended or modified), and no other corporate proceedings or other approvals onthe part of Buyer or its shareholders are necessary to authorize and approve,and for the Company to perform, the Company’s obligations under, and toconsummate the transactions contemplated by, the SPRA and the other Transaction Documents to be executed anddelivered by the Company and the transactions contemplated thereby.

### (d)                                 ThisAgreement has been, and the other Transaction Documents to be executed anddelivered by Buyer at the Closing will, at the Closing, have been, dulyexecuted and delivered by Buyer and constitutes (or will constitute at theClosing, as applicable) the legal, valid and binding obligations of Buyerenforceable against Buyer in accordance with their respective terms.

### (e)                                  (1)The execution, delivery and performance by Buyer of this Agreement and theother Transaction Documents to be executed and delivered by Buyer and theconsummation of the transactions contemplated hereby and thereby and (2) theexecution, delivery and performance by the Company of the SPRA and the otherTransaction Documents to be executed and delivered by the Company and theconsummation of the transactions contemplated thereby, in each case, do not andwill not:

#### (i)                                     contraveneany provision of the articles of incorporation or bylaws (or comparableorganizational documents), of Buyer or the Company;

#### (ii)                                  afternotice or lapse of time or both, result in a material violation, materialconflict with, or material breach of any provision of, constitute a materialdefault under, result in or permit the material modification, revocation,cancellation, termination or acceleration of, any Contract to which Buyer is aparty or by which any of its properties or assets are bound or otherwisesubject or, require any consent or waiver of any party to any such Contract;

#### (iii)                               violateor conflict with any Law applicable to Buyer or its business or properties; or

#### (iv)                              exceptas contemplated by the SPRA and except for any filing required under theSecurities Exchange Act, require any authorization, consent, order, permit orapproval of, or notice to, or filing, registration or qualification with, anyGovernment Authority.

## 2.4                                 FinancialCapability.  Buyer has and, at the Closing and on the DeferredPurchase Price Date will have, sufficient funds available to pay any amount dueto Seller under Sections 1.1(a), 1.1(b) and 1.1(c).

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## 2.5                                 Brokers.  NeitherBuyer nor its directors, officers or employees, has employed any broker orfinder or has incurred or will incur any broker’s, finder’s or similar fees,commissions or expenses, in each case, in connection with the transactionscontemplated by this Agreement or any other Transaction Document that would bepayable by Seller or its Affiliates (other than Buyer).

# ARTICLE III

# REPRESENTATIONSAND WARRANTIESOF SELLER

Seller hereby represents and warrants to Buyer asfollows:

## 3.1                                 Organizationand Good Standing.  Seller is acorporation duly organized, validly existing and in good standing under thelaws of the State of Minnesota.

## 3.2                                 Authority,Approvals, Enforceability and Consents.

### (a)                                  Sellerhas the corporate power and authority to enter into this Agreement and theother Transaction Documents to be executed and delivered by Seller pursuant tothis Agreement and, subject to entry of the Seller Approval Order, to performits obligations hereunder and thereunder.

### (b)                                 Theexecution, delivery and performance by Seller of this Agreement and the otherTransaction Documents to be executed and delivered by Seller pursuant to thisAgreement and the consummation by Seller of the transactions contemplatedhereby and thereby have been duly authorized and approved by the Board ofDirectors of Seller and, subject to entry of the Seller Approval Order, noother corporate proceedings on the part of Seller or its shareholders arenecessary to authorize and approve, and for Seller to perform, its obligationsunder, and to consummate the transactions contemplated by, this Agreement andthe other Transaction Documents to be executed and delivered by Seller pursuantto this Agreement and the transactions contemplated hereby and thereby.

### (c)                                  ThisAgreement has been and the other Transaction Documents to be executed anddelivered by Seller pursuant to this Agreement at the Closing will, at theClosing, have been duly executed and delivered by Seller, and, subject to entryof the Seller Approval Order, constitutes (or will constitute at the Closing,as applicable) the legal, valid and binding obligations of Seller enforceableagainst Seller in accordance with their respective terms, subject to thediscretion of the Seller Bankruptcy Court for so long as the Seller BankruptcyCourt retains jurisdiction over the Seller Case.

### (d)                                 Theexecution, delivery and performance by Seller of this Agreement and the otherTransaction Documents to be executed and delivered by it pursuant to thisAgreement and the consummation by Seller of the transactions contemplatedhereby and thereby do not and will not:

#### (i)                                     contraveneany provisions of the certificate of incorporation or bylaws of Seller;

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#### (ii)                                  afternotice or lapse of time or both, result in a material violation, materialconflict with, or material breach of any provision of, constitute a materialdefault under, result in or permit the material modification, revocation,cancellation, termination or acceleration of, any Contract to which Seller is aparty or by which any of its properties or assets are bound or otherwisesubject or require any consent or waiver of any party to any such Contract;

#### (iii)                               subjectto entry of the Seller Approval Order, violate or conflict with any Lawapplicable to Seller or its business or its properties; and

#### (iv)                              except for the Seller Approval Order and any filing required under theSecurities Exchange Act, require any authorization, consent, order, permit orapproval of, or notice to, or filing, registration or qualification with, anyGovernment Authority.

## 3.3                                 Title.  Subjectto any effects resulting from the Seller Case, Seller has title of the Shares,free and clear of all Liens other than Permitted Liens.

## 3.4                                 Brokers.  NeitherSeller nor its directors, officer or employees, has employed any broker or finderor has incurred or will incur any broker’s, finder’s or similar fees,commissions or expenses, in each case, in connection with the transactionscontemplated by this Agreement or any other Transaction Document that would bepayable by Buyer or its Affiliates (other than Seller).

# ARTICLE IV

# COVENANTS

## 4.1                                 Announcements.  Between the date hereof and until theearliest date on which the entire Purchase Price has been paid pursuant to thisAgreement, the parties agree to use their reasonable best efforts to cause thesubstance of all public releases or public announcements by either party withrespect to this Agreement or the transactions contemplated hereby to bemutually agreeable, except as and to the extent that a party determines in goodfaith that it is obligated by Law to make a public release or publicannouncement, in which case such party shall give notice to the other party, tothe extent practicable, in advance of such party’s intent to make such releaseor announcement.  Each party acknowledgesto the other party that such party has determined that it will be required toannounce and report both the execution and the consummation of the closing ofthis Agreement.

## 4.2                                 Cash.  Unless Buyer has paid to Seller the entirePurchase Price upon the consummation of the Closing, during the periodcommencing immediately following the consummation of the Closing and endingupon payment by Buyer to Seller of the Deferred Purchase Price, Buyer shallmaintain a minimum of $11.5 million of unrestricted Cash on hand.

## 4.3                                 FurtherAssurances.  Each party heretocovenants from the date of this Agreement until the earliest date on which theentire Purchase Price is paid pursuant to this Agreement (and subject to theother terms and conditions of this Agreement):

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### (a)                                  tocooperate with the other party and to take such actions as may be necessary, ineach case, as promptly as possible in (i) determining whether notices,declarations, registrations and filings are required to be made with orconsents required to be obtained from any Third Party or Government Authorityin connection with the consummation of the transactions contemplated by thisAgreement and the other Transaction Documents between Buyer and Seller and inmaking or causing to be made any such notices, declarations, registrations andfilings promptly; (ii) obtaining, in a timely manner, any such consents; and(iii) furnishing the other party and to the other party’s counsel all suchinformation as may be reasonably required in order to effectuate the foregoingactions;

### (b)                                 tokeep the other party hereto informed in all material respects of any materialcommunications received by such party from, or given by such party to, anyGovernment Authority with respect to the transactions contemplated by thisAgreement and to consult with the other party hereto in advance of any meetingor conference with any Government Authority with respect to the transactionscontemplated by this Agreement;

### (c)                                  touse reasonable best efforts and cooperate with the other party hereto to obtainall consents required from Third Parties, whose consent or approval is requiredpursuant to any Contract to consummate the transactions contemplated by thisAgreement and the other Transaction Documents between Buyer and Seller; and

### (d)                                 withoutlimiting the specific obligations of any party under any covenant or agreementunder this Agreement, to use reasonable best efforts to take all action and doall things necessary in order to promptly consummate the transactionscontemplated hereby and the other Transaction Documents between Buyer andSeller, including satisfaction, but not waiver, of the conditions precedent setforth in Articles V and VI.

## 4.4                                 AdditionalAgreements; Notification of Certain Matters.

### (a)                                  Withoutlimiting the foregoing, between the date hereof and until the earliest date onwhich the entire Purchase Price has been paid pursuant to this Agreement, eachparty will give prompt notice in writing to the other party of:  (i) any information that indicates thatany of its representations and warranties contained in this Agreement was nottrue and correct in all material respects (without giving effect to anylimitation as to “materiality” or another similar materiality qualification setforth therein) as of the date of this Agreement or will not be true and correctin all material respects (without giving effect to any limitation as to “materiality”or another similar materiality qualification set forth therein) as of theClosing, (ii) the occurrence of any event or the existence of any circumstancewhich will result, or is reasonably likely to result, in the failure to satisfya condition specified in Article V (in the case of Buyer) or VI (in the case ofSeller), (iii) any notice or other communication from any third Personalleging that the consent of such third Person is or may be required inconnection with the transactions contemplated by this Agreement, and(iv) any complaints, investigations or hearings (or communicationsindicating that the same may be contemplated) by or of any Government Authorityor adjudicatory proceedings involving the transaction contemplated by thisAgreement, and, in the case of any event contemplated by clauses (i) through(iv) will keep the other party fully informed of such event and permit theother party and its Representatives access to all materials prepared inconnection therewith.  Without limitingthe foregoing, between the 

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### date hereof and until the earliest date on which the entire PurchasePrice has been paid pursuant to this Agreement, Buyer shall promptly (but inany event within one Business Day) notify Seller in writing of the entry intoor consummation of an Acceleration Transaction.

### (b)                                 Ifany Claim against Buyer shall have been instituted before any arbitrator, courtor other Government Authority to restrain or prohibit, or to obtain damages inrespect of, the consummation of the transactions contemplated hereby or by theother Transaction Documents, then Buyer shall (i) promptly notify Seller ofsuch Claim, (ii) in good faith, and using its reasonable best efforts to,defend against any such Claim, (iii) promptly provide Seller and its counselwith copies of all documents in its possession relating to such Claim, (iv)prior to filing or providing any document to, or having discussions with, a ThirdParty relating to such Claim, provide Seller with a reasonable opportunity toreview, comment on and approve such documents and allow Seller to participatein any such discussions, and (v) not settle any such Claim or waive or releaseany rights with respect to such Claim without Seller’s prior written consentunless such settlement (A) includes an unconditional release of Seller, theCompany and their respective Affiliates (other than Buyer) from all liabilityarising out of or in connection with such matter, (B) does not include anyadmission of fault, culpability or a failure to act by, or on behalf of,Seller, the Company or their respective Affiliates (other than Buyer) orpayment of any money or imposition of any other obligation against Seller, theCompany or their respective Affiliates (other than Buyer) and (C) does notresult in the imposition against Seller, the Company or their respectiveAffiliates (other than Buyer) of injunctive or other equitable relief.

## 4.5                                 SPRAConsent.  Buyer hereby acknowledgesand agrees that, unless Seller shall have breached in any material respect itsobligations set forth in Sections 1.1(a), 1.4, 1.5 and 4.6, Buyer hasirrevocably authorized and approved, and that Buyer shall fully support, thetransactions contemplated by the SPRA, and that Buyer shall cooperate withSeller and the Company in connection with the transactions contemplated by theSPRA; provided, however, that any amendments, modifications or waivers of theSPRA (including all schedules thereto) that materially and adversely affect theinterests of Buyer are subject to the consent of Buyer, which shall not beunreasonably withheld or delayed. Without limiting the generality of the foregoing, Buyer hereby acknowledgesand agrees that, unless Seller shall have breached in any material respect itsobligations set forth in Sections 1.1(a), 1.4, 1.5 and 4.6, Buyer isirrevocably consenting to the filing by the Company or the Company Committee ofany of the documents contemplated to be filed pursuant to Section 4.6(a) of theSPRA, that Buyer shall use reasonable best efforts, and cooperate, assist andconsult with Seller and the Company, as promptly as practicable, to secureapproval of the Disclosure Statement, confirmation of the Company Plan andapproval of the transactions contemplated by the Company Plan and the SPRA andthat Buyer shall promptly and irrevocably vote in favor of the Company Plan (itbeing understood and agreed that all aspects of the Company Plan, any and allexhibits or attachments to the Company Plan, the Disclosure Statement and theorders approving the same (including the Confirmation Order) and the otherdocuments contemplated to be filed pursuant to Section 4.6(a) of the SPRA, allto the extent that they are not related to the SPRA or the transactionscontemplated thereby, shall be reasonably acceptable, in form and substance, toBuyer and shall not be amended, modified, supplemented, withdrawn or revokedwithout the consent of Buyer; provided, however, that such consent shall not beunreasonably withheld or delayed; provided further that Buyer acknowledges thatit agrees with the form and substance of the form of Company Plan attachedhereto as Exhibit D).  Providedthat Buyer shall not have breached in 

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## any material respect its obligations set forth in this Section 4.5, theCompany Plan shall provide, among other things, for a full release of allclaims by the Company against Buyer and the dismissal of the Company’sadversary proceeding against Buyer in the Company Case, effective upon theconsummation of the closing of the SPRA. Buyer acknowledges and agrees that it shall not make any Claimchallenging the transaction contemplated by the SPRA, the Company Plan or thefilings made pursuant to Section 4.6(a) of the SPRA.

## 4.6                                 SellerApproval Order.  Seller shall, assoon as reasonably practicable after the date hereof, but not later than 10days hereafter, file with the Seller Bankruptcy Court a motion to approve thetransactions contemplated hereby.  Theproposed Seller Approval Order to be submitted with the motion shall besubstantially in the form attached hereto as Exhibit E.

# ARTICLE V

# CONDITIONS TO THEOBLIGATIONSOF SELLER TO EFFECT THE CLOSING

## 5.1                                 SellerObligations.  The obligations ofSeller required to be performed by it at the Closing shall be subject to thesatisfaction, at or prior to the Closing, of each of the following conditions,each of which may be waived in whole or in part by Seller as provided hereinexcept as otherwise required by applicable Law:

### (a)                                  Representationsand Warranties; Agreements; Covenants. Each of the representations and warranties of Buyer contained in thisAgreement that are qualified as to materiality or by reference to anothersimilar materiality qualification shall be true and correct as of the date ofthis Agreement and as of the Closing, as if made at and as of such time (exceptto the extent expressly made as of an earlier date, in which case as of suchdate), and such representations and warranties of Buyer that are not soqualified shall be true and correct in all material respects as of the date ofthis Agreement and as of the Closing, as if made at and as of such time (exceptto the extent expressly made as of an earlier date, in which case as of suchdate).  Each of the obligations of Buyerrequired by this Agreement to be performed by it at or prior to the Closingshall have been duly performed and complied with by it in all material respectsas of the Closing.  At the Closing,Seller shall have received a certificate, dated the Closing Date and dulyexecuted by the chief executive officer and the chief financial officer ofBuyer on behalf of Buyer, to the effect that the conditions set forth in thetwo preceding sentences have been satisfied.

### (b)                                 Injunction;Litigation; Legislation.  (i) Noparty hereto or any of their Affiliates shall be subject to any order orinjunction (whether preliminary or permanent) restraining or prohibiting theconsummation of the transactions contemplated hereby or by the otherTransaction Documents between Buyer and Seller and (ii) no action shallhave been taken, or no statute, rule, regulation or order shall have beenpromulgated or enacted by any Government Authority, which would prevent or makeillegal the consummation of the transactions contemplated hereby.

### (c)                                  Bankruptcy.  The Seller Approval Order shall have beenentered by the Seller Bankruptcy Court, shall be a Final Order and shall be infull force and effect.

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### (d)                                 Deliveryof Transaction Documents.  Sellershall have received each of the documents listed in Section 1.3(b) and theClosing Purchase Price or the entire Purchase Price, as applicable.

# ARTICLE VI

# CONDITIONS TO THEOBLIGATIONS OF BUYER TO EFFECT THE CLOSING

## 6.1                                 BuyerObligations.  The obligations ofBuyer required to be performed by it at the Closing shall be subject to thesatisfaction, at or prior to the Closing, of each of the following conditions,each of which may be waived in whole or in part by Buyer as provided hereinexcept as otherwise required by applicable Law:

### (a)                                  Representationsand Warranties; Agreements; Covenants. Each of the representations and warranties of Seller contained in thisAgreement that are qualified as to materiality or by reference to anothersimilar materiality qualification shall be true and correct as of the date ofthis Agreement and as of the Closing, as if made at and as of such time (exceptto the extent expressly made as of an earlier date, in which case as of suchdate), and such representations and warranties of Seller that are not soqualified shall be true and correct in all material respects as of the date ofthis Agreement and as of the Closing, as if made at and as of such time (exceptto the extent expressly made as of an earlier date, in which case as of suchdate).  Each of the obligations of Sellerrequired by this Agreement to be performed by it at or prior to the Closingshall have been duly performed and complied with by it in all material respectsas of the Closing.  At the Closing, Buyershall have received a certificate, dated the Closing Date and duly executed byan authorized officer of Seller on behalf of Seller, to the effect that theconditions set forth in the two preceding sentences have been satisfied.

### (b)                                 Injunction.  (i) No party hereto or any of theirAffiliates shall be subject to any order or injunction (whether preliminary orpermanent) restraining or prohibiting the consummation of the transactionscontemplated hereby or by the other Transaction Documents between Buyer andSeller and (ii) no action shall have been taken, or no statute, rule,regulation or order shall have been promulgated or enacted by any GovernmentAuthority, which would prevent or make illegal the consummation of thetransactions contemplated hereby.

### (c)                                  Bankruptcy.  The Seller Approval Order shall have been enteredby the Seller Bankruptcy Court, shall be a Final Order and shall be in fullforce and effect.

### (d)                                 Deliveryof Transaction Documents.  Buyershall have received each of the documents listed in Section 1.3(a).

# ARTICLE VII

# TERMINATION

## 7.1                                 Termination.

### (a)                                  ThisAgreement may be terminated at any time prior to the Closing:

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#### (i)                                     bymutual consent of Buyer and Seller;

#### (ii)                                  byBuyer or Seller, if the Closing shall not have taken place on or prior to April30, 2007 (the **“Termination Date”**); provided,however, that the right to terminate this Agreement under this Section7.1(a)(ii) shall not be available to a party if such party’s failure to performany covenant or obligation under this Agreement or breach of a representationor warranty contained in this Agreement has been the cause of or resulted inthe failure of the Closing to occur on or before such date;

#### (iii)                               byBuyer, if there has been any violation or breach by Seller of anyrepresentation, warranty, covenant or obligation of or by Seller contained inthis Agreement that has rendered the satisfaction of any condition to theobligations of Buyer contained in Section 6.1 impossible and such violation orbreach has not been waived by Buyer; or

#### (iv)                              bySeller, if there has been a violation or breach by Buyer of any representation,warranty, covenant or obligation of or by Buyer contained in this Agreementthat has rendered the satisfaction of any condition to the obligations ofSeller contained in Section 5.1 impossible and such violation or breach has notbeen waived by Seller.

### (b)                                 IfBuyer or Seller shall terminate this Agreement pursuant to the provisionshereof, such termination shall be effected by notice to the other partyspecifying the provision hereof pursuant to which such termination is made.

## 7.2                                 Effectof Termination.  In the event of thetermination hereof pursuant to the provisions of this Article VII, thisAgreement shall become void and have no effect, and each party shall pay all ofits own expenses incurred in connection herewith, without any Liability on thepart of any party or its directors, officers or shareholders; provided, however,that if this Agreement is terminated because either party has defaulted underor breached this Agreement, then the party so electing to terminate thisAgreement shall be entitled to pursue, exercise and enforce any and all otherremedies, rights, powers and privileges available to it at law or in equityagainst the other party with respect to such breach or default.

# ARTICLE VIII

# MISCELLANEOUS

## 8.1                                 Expenses.  Each of the parties hereto shall pay its ownfees and expenses (including the fees of any attorneys, accountants, investmentbankers or others engaged by such party) in connection with this Agreement andthe other Transaction Documents between Buyer and Seller and the transactionscontemplated hereby and thereby whether or not the transactions contemplatedhereby are consummated.

## 8.2                                 Survival.  The representations, warranties, covenantsand agreements contained in this Agreement or in any other Transaction Documentbetween Buyer and Seller, shall survive (and not be affected in any respect by)the Closing, any investigation conducted by or on behalf of any party heretoand any information which any party may receive.

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## 8.3                                 CertainInterpretative Matters.  The captionsof Articles and Sections of this Agreement are for convenience only and shallnot control or affect the meaning or construction of any of the provisions ofthis Agreement.  As used herein,(a) words in the singular shall be held to include the plural and viceversa and words of one gender shall be held to include the other gender as thecontext requires, (b) the terms “hereof,” “herein,” “hereby,” and “herewith”and words of similar import shall, unless otherwise stated, be construed torefer to this Agreement as a whole (including all of the Exhibits) and not toany particular provision of this Agreement, (c) Article, Section, paragraph andExhibit references are to the Articles, Sections, paragraphs and Exhibits tothis Agreement unless otherwise specified, and (d) unless the context otherwiserequires, the word “or” is not exclusive. Whenever the words “included”, “includes” or “including” are used inthis Agreement, they shall be deemed to be followed by the words “withoutlimitation”.  The parties intend thateach representation, warranty and covenant herein shall have independentsignificance.  If any party has breachedany representation, warranty or covenant contained herein, the fact that thereexists another representation, warranty or covenant relating to the samesubject matter (regardless of the relative levels of specificity) which theparty has not breached shall not detract from or mitigate the fact that theparty is in breach of the first representation, warranty or covenant, as thecase may be.

## 8.4                                 Notices.  All notices or other communications requiredor permitted hereunder shall be given in writing and given by certified orregistered mail, return receipt requested, nationally recognized overnightdelivery service, such as Federal Express, facsimile or e-mail (or liketransmission) with confirmation of transmission by the transmitting equipmentor personal delivery against receipt to the party to whom it is given, in eachcase, at such party’s address, facsimile number or e-mail address setforth below or such other address, facsimile number or e-mail address assuch party may hereafter specify by notice to the other parties hereto given inaccordance herewith.  Any such notice orother communication shall be deemed to have been given as of the date sopersonally delivered or transmitted by facsimile (or, if delivered ortransmitted after normal business hours, on the next Business Day) or e-mail orlike transmission, on the next Business Day when sent by overnight deliveryservices or five days after the date so mailed if by certified or registeredmail:

If to Buyer:

MAIR Holdings, Inc.Fifth Street Towers, Suite 1360

150 South Fifth Street

Minneapolis, MN  55402Fax No.:  (612) 333-0590E-mail Address:  pfoley@mairholdings.comAttention:  Paul Foley

with copies to each of:

Haynes and Boone, LLP

1221 McKinney, Suite 2100

Houston, Texas 77010

Fax No.:  (713)236-5408

E-mail Address: kattnerk@haynesboone.comAttention:  Kenric D. Kattner

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MAIR Holdings, Inc.Fifth Street Towers, Suite 1360150 South Fifth StreetMinneapolis, MN  55402Fax No.:  (612) 333-0590E-mail Address:  rtimm@mairholdings.comAttention:  Ruth Timm

If to Seller:

Northwest Airlines, Inc.2700 Lone Oak Parkway

Eagan, MN 55121Fax No.:  (612) 726-3416E-mail Address:  dave.davis@nwa.comAttention: David Davis, Senior Vice President – Finance

with copies to each of:

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, MN 55121

Fax No.:  (612)726-7123E-mail Address:  michael.miller@nwa.comAttention:  Michael L. Miller, VicePresident – Law and Secretary

Hughes Hubbard & ReedLLPOne Battery Park PlazaNew York, NY  10004Fax No.:  (212) 422-4726E-mail Address: lefkowit@hugheshubbard.comAttention:  Kenneth A. Lefkowitz

## 8.5                                 Assignment.  This Agreement and all of the provisionshereof shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and permitted assigns; provided, however,that neither this Agreement nor any of the rights, interests or obligationshereunder may be assigned by any of the parties hereto without the priorwritten consent of the other party.  Anypurported assignment or delegation in violation of this Agreement shall be nulland void abinitio.

## 8.6                                 EntireAgreement.  This Agreement and theother Transaction Documents (including the Exhibits hereto and thereto)embodies the entire agreement and understanding of 

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## the parties with respect to the transactions contemplated hereby andmerges in, supersedes and cancels all prior written or oral commitments,arrangements or understandings with respect thereto, including the Summary ofTerms, dated January 9, 2007, and any prior drafts thereof, between Buyer andSeller.  There are no restrictions,agreements, promises, warranties, covenants or undertakings with respect to thetransactions contemplated hereby other than those expressly set forth in thisAgreement and the other Transaction Documents.

## 8.7                                 Modifications,Amendments and Waivers.  ThisAgreement may not be modified or amended except by an instrument or instrumentsin writing signed by each party hereto. Any party hereto may, only by an instrument in writing, waive complianceby any other party hereto with any term or provision hereof on the part of suchother party hereto to be performed or complied with.  No failure or delay of any party inexercising any right or remedy hereunder shall operate as a waiver thereof, norwill any single or partial exercise of any right or power, or any abandonmentor discontinuance of steps to enforce such right or power, preclude any otheror further exercise thereof or the exercise of any other right or power.  The waiver by any party hereto of a breach ofany term or provision hereof shall not be construed as a waiver of any subsequentbreach.  The rights and remedies of theparties hereunder are cumulative and are not exclusive of any rights orremedies that they would otherwise have hereunder.  Seller hereby agrees that it shall not agreeto modify, amend or waive any provision of the SPRA in a manner that materiallyand adversely affects the economic interests of Buyer without Buyer’s consent,which shall not be unreasonably withheld or delayed.

## 8.8                                 Counterparts.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement andeach of which shall be deemed an original, and will become effective when oneor more counterparts have been signed by a party and delivered to the otherparty.  Copies of executed counterpartstransmitted by telecopy, telefax or other electronic transmission service shallbe considered original executed counterparts for purposes of this Section 8.8,provided that receipt of copies of such counterparts is confirmed.

## 8.9                                 GoverningLaw.  THIS AGREEMENT SHALL BEGOVERNED BY THE LAWS OF THE STATE OF MINNESOTA THAT APPLY TO CONTRACTS MADE ANDPERFORMED ENTIRELY IN SUCH STATE.

## 8.10                           Severability.  To the fullest extent that they mayeffectively do so under applicable Law, the parties hereto hereby waive any provisionof Law which renders any provision of this Agreement invalid, illegal orunenforceable in any respect.  Suchparties further agree that any provision of this Agreement which,notwithstanding the preceding sentence, is rendered or held invalid, illegal orunenforceable in any respect in any jurisdiction shall be ineffective, but suchineffectiveness shall be limited as follows: (a) if such provision is rendered or held invalid, illegal orunenforceable in such jurisdiction only as to a particular Person or Persons orunder any particular circumstance or circumstances, such provision shall beineffective, but only in such jurisdiction and only with respect to suchparticular Person or Persons or under such particular circumstance orcircumstances, as the case may be; (b) without limitation of clause (a), suchprovision shall in any event be ineffective only as to such jurisdiction andonly to the extent of such invalidity, illegality or unenforceability, and suchinvalidity, illegality or unenforceability in such jurisdiction shall notrender invalid, illegal or unenforceable such provision in any otherjurisdiction; and (c) without limitation of clause (a) or 

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## (b), such ineffectiveness shall not render invalid, illegal orunenforceable this Agreement or any of the remaining provisions hereof.

## 8.11                           Submissionto Jurisdiction; Waivers.  Each partyto this Agreement hereby irrevocably and unconditionally:

### (a)                                  (i)agrees that any suit, action or proceeding instituted against it by any otherparty with respect to this Agreement or any other Transaction Document betweenBuyer and Seller may be instituted, and that any suit, action or proceeding byit against any other party with respect to this Agreement or any otherTransaction Document between Buyer and Seller shall be instituted, only in anyof the following: (A) the Seller Bankruptcy Court, so long as the Seller Caseremains open and (B) the state courts of Minnesota (and appellate courts fromany of the foregoing) as the party instituting such suit, action or proceedingmay in its sole discretion elect, (ii) consents and submits, for itself and itsproperty, to the jurisdiction of such courts for the purpose of any such suit,action or proceeding instituted against it by the other and (iii) agrees that afinal judgment in any such suit, action or proceeding shall be conclusive andmay be enforced in other jurisdictions by suit on the judgment or in any othermanner provided by Law;

### (b)                                 agreesthat service of all writs, process and summonses in any suit, action orproceeding pursuant to Section 8.11(a) may be effected by the mailing of copiesthereof by registered or certified mail, postage prepaid, to Seller or Buyer,as the case may be, at the addresses for notices pursuant to Section 8.4 hereof(with copies to such other Persons as specified therein); provided, however,that nothing contained in this Section 8.11 shall affect the right of Seller orBuyer or, as the case may be, to serve process in any other manner permitted byLaw;

### (c)                                  (i)waives any objection which it may now or hereafter have to the laying of venueof any suit, action or proceeding arising out of or relating to this Agreementor any other Transaction Document between Buyer and Seller brought in any courtspecified in Section 8.11(a), (ii) waives any claim that any such suit, actionor proceeding brought in any such court has been brought in an inconvenientforum and (iii) agrees not to plead or claim either of the foregoing;

### (d)                                 WAIVESANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF ORRELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT BETWEEN BUYER ANDSELLER AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTINGWITHOUT A JURY; and

### (e)                                  tothe extent it has or hereafter may acquire any immunity from jurisdiction ofany court or from any legal process (whether through service or notice,attachment prior to judgment, attachment in aid of execution, execution orotherwise) with respect to itself, or its property, hereby irrevocably waivessuch immunity in respect of its obligations with respect to this Agreement andthe other Transaction Documents between Buyer and Seller.

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## 8.12                           SpecificPerformance.  Each of the partieshereto acknowledges that it would not have an adequate remedy at law for moneydamages in the event that any of the covenants or agreements of the other partyset forth in this Agreement were not performed in accordance with their termsand therefore, each party agrees that the other party shall be entitled tospecific performance, injunctive and other equitable relief in addition to anyother remedy to which it may be entitled at law or in equity (without thenecessity of proving the inadequacy as a remedy of money damages or the postingof a bond).

## 8.13                           NoPresumption.  With regard to each andevery term and condition of this Agreement and the other Transaction Documentsbetween Buyer and Seller, the parties hereto understand and agree that the samehave or has been mutually negotiated, prepared and drafted, and if at any timethe parties hereto desire or are required to interpret or construe any suchterm or condition or any agreement or instrument subject hereto, noconsideration shall be given to the issue of which party hereto actuallyprepared, drafted or requested any term or condition of this Agreement or anyagreement or instrument subject hereto.

## 8.14                           NoThird Party Beneficiary.  ThisAgreement is for the sole benefit of the parties hereto and their respectivesuccessors and permitted assigns and nothing herein, express or implied, isintended to or shall confer upon any other Person any legal or equitable right,benefit or remedy of any nature whatsoever under or by reason of thisAgreement.

## 8.15                           Representations.  Notwithstanding anything contained in thisAgreement to the contrary, each party acknowledges and agrees that the otherparty is not making any representations or warranties whatsoever, express orimplied, beyond those expressly given by the other party in thisAgreement.  Except as expressly set forthin this Agreement, each party further acknowledges and agrees that neither theother party nor any of its Representatives has made any representation orwarranty, express or implied, as to the accuracy or completeness of anyinformation regarding the other party, its business or the transactionscontemplated by this Agreement provided by the other party or itsRepresentatives to the party or its Representatives, and none of the otherparty nor any of its Representatives will have or be subject to any Liabilityto the party or its Representatives resulting from the distribution to theparty or its Representatives, or the party’s use, of any such information, orany other document or information in any form provided by the other party orits Representatives to the party or its Representatives in connection with thetransactions contemplated hereby.

[The next page is thesignature page]

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The parties hereto havecaused this Agreement to be executed as of the date first written above.
|        | Northwest Airlines, Inc.                              |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ David M. Davis |   |
|   | Name: David M. Davis                                  |
|   | Title: Senior Vice President, Finance and  Controller |
|   |                                                  |
|   |                                                  |
|   | MAIR Holdings, Inc.                                   |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ Robert E. Weil |   |
|   | Name: Robert E. Weil                                  |
|   | Title: Vice President, Chief Financial Officer        |
|        |                                                       |  |  |  |

 

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EXHIBIT A

CERTAIN DEFINEDTERMS

1.                                       Forpurposes of the Agreement to which this Exhibit A is attached, the followingterms shall have the respective meanings specified below.

“**AccelerationTransaction**” means any of the following, except as otherwise providedherein: (i) any consolidation, reorganization, merger or share exchangeinvolving Buyer, other than a consolidation, reorganization, merger or shareexchange involving Buyer in which the holders of the Common Stock immediatelyprior to such transaction have at least 60% of the voting power of thesurviving corporation immediately after such transaction; (ii) any acquisition,sale, lease, exchange or other transfer (excluding transfer by way of pledge orhypothecation) in one transaction or a series of related transactions, ofassets representing 40% or more of the consolidated assets of Buyer as of thedate of this Agreement (other than the transactions contemplated by the SPRA);(iii) the shareholders of Buyer approve any plan or proposal for the liquidationor dissolution of Buyer; or (iv) the acquisition of beneficial ownership(within the meaning of Rule 13d-3 under the Securities Exchange Act) of anaggregate of 40% or more of the voting power of Buyer’s outstanding votingsecurities by any person or group (as such term is used in Rule 13d-5 under theSecurities Exchange Act).

**“Affiliate”** means, with respect toany Person, any other Person that directly, or through one or moreintermediaries, controls or is controlled by or is under common control with suchfirst Person.

“**Assumed Contract**” meanseach of the Contracts set forth on Schedule A-1 to the SPRA, as suchschedule may from time to time be amended in accordance with the SPRA.

“**Bankruptcy Code**” meansTitle 11 of the United States Code, 11 U.S.C. Sections 101 et seq.

**“Business Day”** means a day otherthan Saturday, Sunday or any other day which commercial banks in New York, NewYork are authorized or required by Law to close.

**“Cash”** means all cash and cashequivalents of a Person.

“**Claim**” means any claim, action, suit,litigation, investigation, inquiry, review, demand, request for information orproceeding.

“**Company Bankruptcy Court**”means the United States Bankruptcy Court for the District of Minnesota.

“**Company Case**” means thevoluntary petition filed by the Company on October 13, 2005, for relief underchapter 11 of the Bankruptcy Code in the Company Bankruptcy Court.

A-1

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“**Company Committee**” meansthe Official Committee of Unsecured Creditors of the Company.

“**Company Plan**” means therestructuring of the Company pursuant to the plan of reorganizationcontemplated by the SPRA.

“**Confirmation Order**” meansan order of the Company Bankruptcy Court intended to be sought by the Companyand Buyer pursuant to the SPRA to approve Plan.

**“Contract”** means any mortgage, indenture, note,agreement, contract, lease, permit, license, franchise, obligation, instrumentor other commitment, arrangement, undertaking or understanding of any kind,whether written or oral, binding or nonbinding.

“**CureAmounts**” means the monetary amounts, as determined by the CompanyBankruptcy Court, if any, necessary to cure all defaults, if any, and to payall actual or pecuniary losses that have resulted from such defaults under theAssumed Contracts as and to the extent required under Section 365(b) of theBankruptcy Code.

“**DefaultInterest Rate**” means the annual yield rate plus 3%, on the date towhich the Default Interest Rate relates, of actively traded U.S. Treasurysecurities having a remaining term to maturity of two months, as such rate ispublished under “Treasury Constant Maturities” in Federal Reserve StatisticalRelease H.15(519).

“**Disclosure Statement**”means a disclosure statement with respect to the Company Plan meeting therequirements of Section 1125(b) of the Bankruptcy Code filed pursuant to theSPRA.

“**Final Order**” means anorder or judgment of the Seller Bankruptcy Court or other court of competentjurisdiction with respect to the subject matter, (i) which has not beenreversed, stayed, modified, amended, enjoined, set aside, annulled orsuspended, (ii) with respect to which no request for a stay, motion orapplication for reconsideration or rehearing, notice of appeal or certiorari isfiled within the deadline provided by applicable statute or regulation or as towhich any appeal that has been taken or any petition for certiorari that hasbeen or may be filed has been resolved by the highest court to which the orderor judgment was appealed or from which certiorari was sought and (iii) as towhich the deadlines for filing such request, motion, petition application,appeal or notice referred to in clause (ii) above have expired.

**“Government Authority”** means anyforeign, United States or international, federal, state or local (or anysubdivision thereof), agency, authority, bureau, commission, department orsimilar body or instrumentality thereof, or any governmental court or tribunal,including the FAA and the DOT.

 **“Law”** or **“Laws”**means all statutes, codes, ordinances, decrees, rules, regulations, standards,municipal by-laws, judicial or arbitral or administrative or ministerial ordepartmental or regulatory judgments, orders, injunctions, decisions, rulingsor awards, policies or other requirement of any Government Authority, or anyprovisions or interpretations of the foregoing, including general principles ofcommon and civil law and equity, binding on or affecting the Person referred toin the context in which such word is used.

A-2

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**“Liability”** means any liability,obligation, debt, claim, charge, demand, assessment, settlement, judgment, lossand damage of any kind or nature, whether known or unknown, fixed, accrued,absolute or contingent, liquidated or unliquidated, legal or contractual,matured or unmatured, disputed or undisputed, secured or unsecured, joint orseveral, due or to become due, vested or unvested, or determined ordeterminable.

**“Lien”** means any lien, charge,claim, pledge, security interest, conditional sale agreement or other titleretention agreement, lease, mortgage, security agreement, right of firstrefusal, option, restriction, obligation, tenancy, license, covenant,right-of-way, easement or other encumbrance (including the filing of, oragreement to give, any financing statement under the UCC or any other Law ofany jurisdiction).

**“Permitted Liens”**means all:

(a)                                  liensfor taxes, assessments and other governmental charges which are not due andpayable and which may thereafter be paid without penalty;

(b)                                 suchminor imperfections in title as do not detract in any material respect from thevalue or utility of the subject property; and

(c)                                  restrictionsimposed by United States federal or state securities Laws.

**“Person”** means any individual,corporation, partnership, joint venture, trust, unincorporated organization,limited liability company, estate, association, joint stock company, companyother form of business or legal entity or Governmental Authority.

**“Representatives”** of any Personmean such Person’s directors, officers, employees, agents, counsel,accountants, financial advisors, consultants, and other representatives.

“**Satisfaction Date**” meansthe day on which the last to be satisfied or waived of the conditions to theClosing set forth in this Agreement (other than those conditions that by theirterms are to be satisfied at the Closing, but subject to the satisfaction orwaiver of those conditions) are satisfied or waived.

**“Securities Exchange Act”** means theSecurities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder by the Securities and Exchange Commission from time totime.

“**Seller Approval Order**”means the entry of an order of the Seller Bankruptcy Court to approve thisAgreement and the authorization of Seller to consummate the transactionscontemplated hereby.

“**Seller Bankruptcy Court**”the United States Bankruptcy Court for the Southern District of New York.

“**Seller Bankruptcy Estate**”means the estate created by the commencement of the Seller Case.

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“**Seller Case**” means thevoluntary petition filed by Seller and certain of its Affiliates on September14, 2005, for relief under chapter 11 of the Bankruptcy Code in the SellerBankruptcy Court.

**“Subsidiary”** as it relates to anyPerson, means any Person more than 50% of the outstanding Voting Securities ofwhich are owned or controlled, directly or indirectly, by such Person.

“**Third Party**” means anyPerson other than Seller, Buyer and any Subsidiary of Buyer.

**“Transaction Document”** means thisAgreement and the other agreements, instruments, certificates and documentscontemplated hereby and thereby, including each exhibit and schedule hereto andthereto and the SPRA and the other agreements, instruments, certificates anddocuments contemplated thereby, including each exhibit and schedule thereto.

**“UCC”** means the Uniform CommercialCode, as amended, and any successor thereto.

**“Voting Securities”** means any classor classes of stock of a Person pursuant to which the holders thereof have thegeneral power under ordinary circumstances to vote with respect to the electionof the Board of Directors (or similar body), irrespective of whether or not, atthe time, stock of any other class or classes shall have, or might have, votingpower by reason of the happening of any contingency.

2.                                       Thefollowing terms are defined on the Sections indicated below.
| **Term**                         | ** ** | **Section** |
|----------------------------------|------------|-------------|
| Agreement                        | Preamble   |
| Buyer                            | Preamble   |
| Closing                          | 1.2        |
| Closing Date                     | 1.2        |
| Closing Purchase Price           | 1.1(a)     |
| Common Stock                     | Recitals   |
| Company                          | Recitals   |
| Deferred  Purchase Price         | 1.1(a)     |
| Deferred  Purchase Price Date    | 1.1(a)     |
| Purchase Price                   | 1.1(a)     |
| Scheduled  Closing Date and Time | 1.2        |
| Seller                           | Preamble   |
| Shares                           | Recitals   |
| SPRA                             | Recitals   |
| Termination Date                 | 7.1(a)(ii) |
| Warrant                          | Recitals   |

 

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EXHIBIT B

STOCK PURCHASE AND REORGANIZATION AGREEMENT

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EXHIBIT C

FORM OF GENERAL RELEASE

This General Release, dated as of [  ] (this **“GeneralRelease”**), is given by [MAIR Holdings, Inc.] [Northwest Airlines,Inc.], a Minnesota corporation (the **“ReleasingParty”**).  Capitalized termsused but not defined herein have the meanings assigned to them in the StockPurchase Agreement dated as of January 22, 2007 (the **“Purchase Agreement”**) between [Northwest Airlines, Inc.] and[MAIR Holdings, Inc.], a Minnesota corporation (the **“Other Party”**) and the Releasing Party.

As a condition and inducement to the willingness ofthe Other Party to enter into the Purchase Agreement, the Releasing Party hasagreed to the matters set forth herein.

1.                                       Forgood and valuable consideration, the receipt and legal sufficiency of which isacknowledged by the Releasing Party, the Releasing Party knowingly andvoluntarily releases and forever discharges and releases the Other Party, theOther Party’s Affiliates (other than the Company and Big Sky TransportationCo.), the Other Party’s current and former Representatives and the Other Party’sinsurers (with respect to matters relating to the Other Party, the Other Party’sAffiliates (other than the Company and Big Sky Transportation Co.) and theOther Party’s current and former Representatives) and the successors andassigns of the foregoing (collectively, the **“ReleasedParties”**) from any and all claims, controversies, actions, causes ofaction, cross-claims, counter-claims, rights, demands, debts, compensatorydamages, liquidated damages, punitive or exemplary damages, other damages,claims for costs and attorneys’ fees, obligations under any Contract orliabilities of any nature whatsoever in law and in equity, both past andpresent (through the date of this General Release) and whether known or unknown,suspected, or claimed against any of the Released Parties that the ReleasingParty or any of its successors or assigns have or may have, relating in any wayto or in connection with any matter or thing from the beginning of the world tothe date hereof, [including with respect to any proof of claim of the ReleasingParty against the Released Parties in the Seller Case, including claims number11194, 11195, 11267 and 11292 (and the Releasing Party agrees that it shallfile on the date hereof with the Seller Bankruptcy Court a withdrawal withprejudice of any such proof of claim)][Note: to be included only in release byBuyer of Seller] (collectively, **“Claims”**),and the Releasing Party knowingly and voluntarily waives the performance andterminates any and all obligations, in each case without any liability, owed tothe Releasing Party under any Contract between the Releasing Party and anyReleased Party; provided, however, that no discharge, release,waiver or termination is given hereunder in respect of the Purchase Agreementor any Transaction Document between the Other Party and the Releasing Party.

2.                                       TheReleasing Party represents that it has made no assignment or transfer of any ofthe Claims herein above mentioned or implied [and that it has irrevocablywithdrawn its proof of claim against the Released Parties in the Seller Case][Note: to be included only in release by Buyer of Seller].

3.                                       Insigning this General Release, the Releasing Party acknowledges and intends thatthis General Release shall be effective as a bar to each and every one of theClaims herein 

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above mentioned or implied.  The Releasing Party expressly consents thatthis General Release shall be given full force and effect according to each andall of its express terms and provisions, including those relating to unknownand unsuspected Claims (notwithstanding any state statute that expressly limitsthe effectiveness of a general release of unknown, unsuspected or unanticipatedClaims), if any, as well as those relating to any other Claims herein abovementioned or implied.  The ReleasingParty acknowledges and agrees that this waiver is an essential and materialterm of this General Release and that without such waiver, the Other Party wouldnot have agreed to enter into or consummate the transactions contemplated bythe Purchase Agreement.  The ReleasingParty further agrees that in the event it should assert any Claim seekingdamages against any of the Released Parties, this General Release shall serveas a complete defense to any such Claim.

4.                                       TheReleasing Party agrees that neither this General Release, nor the furnishing ofthe consideration for this General Release, shall be deemed or construed at anytime to be an admission by the Releasing Party or any Released Party of anyimproper or unlawful conduct.

5.                                       TheReleasing Party also agrees that if it violates this General Release bybringing any action or claim against any Released Parties relating to anymatter discharged or released pursuant to Paragraph 1 hereof, the ReleasingParty will indemnify such Released Party for all costs and expenses ofdefending against such action or claim incurred by the Released Party,including all reasonable attorneys’ fees.

6.                                       TheReleasing Party acknowledges and agrees that it may hereafter discover factsdifferent from or in addition to those now known, or believed to be true,regarding the subject matter of this General Release and further acknowledgesand agrees that this General Release shall remain in full force and effect,notwithstanding the existence of any different or additional facts.

7.                                       Tothe fullest extent that it may effectively do so under applicable Law, theReleasing Party hereby waives any provision of Law which renders any provisionof this General Release invalid, illegal or unenforceable in any respect.  The Releasing Party further agrees that anyprovision of this General Release which, notwithstanding the precedingsentence, is rendered or held invalid, illegal or unenforceable in any respectin any jurisdiction shall be ineffective, but such ineffectiveness shall belimited as follows:  (a) if suchprovision is rendered or held invalid, illegal or unenforceable in suchjurisdiction only as to a particular Person or Persons or under any particularcircumstance or circumstances, such provision shall be ineffective, but only insuch jurisdiction and only with respect to such particular Person or Persons orunder such particular circumstance or circumstances, as the case may be; (b)without limitation of clause (a), such provision shall in any event beineffective only as to such jurisdiction and only to the extent of suchinvalidity, illegality or unenforceability, and such invalidity, illegality orunenforceability in such jurisdiction shall not render invalid, illegal or unenforceablesuch provision in any other jurisdiction; and (c) without limitation of clause(a) or (b), such ineffectiveness shall not render invalid, illegal orunenforceable this General Release or any of the remaining provisions hereof.

8.                                       ThisGeneral Release shall be governed by the laws of the state of Minnesota thatapply to contracts made and performed entirely in such state.

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9.                                       EACHRELEASING PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANYDISPUTE ARISING OUT OF OR RELATING TO THIS GENERAL RELEASE AND AGREES THAT ANYSUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

10.                                 BYSIGNING THIS GENERAL RELEASE, THE RELEASING PARTY REPRESENTS AND AGREES THATIT:

(a)                                  HASREAD THIS GENERAL RELEASE CAREFULLY;

(b)                                 UNDERSTANDSALL OF ITS TERMS AND KNOWS THAT IT IS GIVING UP IMPORTANT RIGHTS;

(c)                                  VOLUNTARILYCONSENTS TO EVERYTHING IN IT;

(d)                                 HASBEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS GENERAL RELEASEAND HAS DONE SO;

(e)                                  HASSIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OFANY ATTORNEY RETAINED TO ADVISE THE UNDERSIGNED WITH RESPECT TO IT; AND

(f)                                    AGREESTHAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGEDOR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE RELEASING PARTYAND THE OTHER PARTY.

11.                                 EachReleased Party that is not a party to this General Release is an intended thirdparty beneficiary hereunder and may enforce its rights hereunder.

[The next page is the signature page]

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The ReleasingParty has caused this General Release to be executed and delivered as of thedate first written above.
|                            | [Northwest  Airlines, Inc. |
|----------------------------|----------------------------|
|                       |                       |
|                       |                       |
|                       | By:                        |   |   |
|                       |                       | Name: |
|                       |                       | Title:] |
|                       |                       |   |
|                       |                       |   |
|                       | [MAIR Holdings,  Inc.      |
|                       |                       |
|                       |                       |
|                       | By:                        |   |   |
|                       |                       | Name: |
|                       |                       | Title:] |
|                       |                       |   |
|                       |                       |   |
| Accepted and  agreed:      |                       |
|                       |                       |
|                       |                       |
|  [MAIR Holdings, Inc. |                       |   |
|                       |                       |   |   |
|                       |                       |   |   |
| By:                        |                       |   |   |   |
|                       | Name:                      |   |
|                       | Title:]                    |   |
|                       |                       |
| [Northwest  Airlines, Inc. |                       |
|                       |                       |   |   |
|                       |                       |   |   |
| By:                        |                       |   |   |   |
|                       | Name:                      |   |
|                       | Title:]                    |   |

 

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EXHIBIT D

FORM OF COMPANY PLAN

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EXHIBIT E

FORM OF SELLER APPROVAL ORDER

**UNITEDSTATES BANKRUPTCY COURT**

**SOUTHERN DISTRICT OF NEW YORK**
|                                             | x      |   | ** **                  |
|---------------------------------------------|--------|--------|-----------------------------|
|                                        |   |   | ** **                  |
| **In re:**                                  | x      |   | **Chapter 11**              |
| ** **                                  |   |   |                        |
| **NORTHWEST  AIRLINES CORPORATION, etal.,** |   |   | **Case No. 05-17930 (ALG)** |
| ** **                                  |   |   | ** **                  |
| **Debtors.**                                |   |   | **Jointly Administered**    |
| ** **                                  |   |   | ** **                  |
| ** **                                  |   |   | ** **                  |

 

**ORDER PURSUANT TOSECTION 363 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 9019 APPROVINGSETTLEMENT AND COMPROMISE BETWEEN NORTHWEST AIRLINES, INC. AND MAIR HOLDINGS,INC. AND AUTHORIZING NORTHWEST AIRLINES, INC. TO ENTER INTO STOCK PURCHASEAGREEMENT**

Upon considerationof the motion (the “Motion”)(1) of Northwest Airlines, Inc., as debtor anddebtor in possession (“Northwest”), seeking entry of an order pursuant tosection 363 of title 11, United States Code, (the “Bankruptcy Code”) and Rule9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)approving a settlement and compromise between Northwest and MAIR Holdings, Inc.(“MAIR”) and authorizing Northwest to enter into and perform the Stock PurchaseAgreement (the “Agreement”); and due notice of the Motion having been providedas set forth in the affidavit of service filed by Northwest, and no other orfurther notice of the Motion need be provided; and the Court having determinedthat the relief sought in the Motion is in the best interests of Northwest, itsestate and all parties in interest; and 

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(1) Capitalizedterms not defined herein shall have the meaning ascribed to them in the Motion.

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upon the Motion; and allof the proceedings had before the Court; and after due deliberation andsufficient cause appearing therefor, it is hereby

ORDERED that theMotion is granted.  To the extent anyobjections to the Motion have not been withdrawn or resolved, they are herebyoverruled; and it is further

ORDERED that theAgreement is approved, and Northwest is authorized to enter into and performsuch Agreement, and to execute and deliver (without the need for further Courtorder) such other documents, agreements and instruments as shall be necessaryand appropriate to implement the Agreement, consistent with the terms thereof;and it is further

ORDERED that theCourt shall retain jurisdiction with respect to any matters, claims, rights ordisputes arising from or related to the implementation of this Order; and it isfurther

ORDERED thatnotwithstanding the possible applicability of Bankruptcy Rules 6004, 7062,9014, any other provision of the Bankruptcy Rules, Bankruptcy Code orotherwise, this Order shall take effect immediately upon signature by thisCourt; and it is further

ORDERED that therequirement under Rule 9013-1(b) of the Local Bankruptcy Rules for the SouthernDistrict of New York for the filing of a memorandum of law is waived.
| Dated: | New York, New York                                                  |   |
|--------|---------------------------------------------------------------------|--------|
|   |                                                                |   |
|   |           ,  2007 |   |
|   |                                                                |
|   | UNITED STATES  BANKRUPTCY JUDGE                                     |

 

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