**Exhibit 4.3**

 

**REGISTRATIONRIGHTS AGREEMENTdated as of August 29, 2005among****MAIR HOLDINGS, INC.,**

 

**NORTHWESTAIRLINES, INC.,**

 

**BOEINGCAPITAL LOAN CORPORATION**

 

**and**

 

**U.S. BANKNATIONAL ASSOCIATION**

 

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ThisREGISTRATION RIGHTS AGREEMENT is entered into as of August 29, 2005 (this “Agreement”),among MAIR Holdings, Inc., a Minnesota corporation (the “Company”),Northwest Airlines, Inc., a Minnesota corporation (“NWA”), Boeing Capital Loan Corporation (together with its affiliates,“Boeing”), and U.S. Bank National Association (the “Security Trustee”).

 

**Recitals**

 

WHEREAS, as ofthe date hereof, NWA is the beneficial owner of a total of 5,657,113 shares(the “Shares”) of common stock, par value $0.01 per share (the “CommonStock”), of the Company, and warrants that give NWA the right to acquire atotal of 4,151,922 shares of Common Stock (the “Original Warrants”);

 

WHEREAS, NWA,the Company and Mesaba Aviation, Inc., a wholly owned subsidiary of theCompany (“Mesaba”), entered into a letter of intent dated as of April 22,2005 (the “Letter of Intent”), which contemplates, among other things, (i) anamendment or re-issuance of the Original Warrants, such that, following suchamendment or re-issuance, NWA will hold a warrant (the “New Warrant”)pursuant to which, upon satisfaction of the vesting conditions, NWA will beentitled to acquire 4,112,500 shares of Common Stock at an exercise price of $8.74per share, such New Warrant to be issued to NWA upon the execution of a newAirline Services Agreement by NWA and Mesaba, and (ii) the execution anddelivery by NWA and the Company of this Agreement;

 

WHEREAS,pursuant to that certain Stock Loan Agreement dated as of May 5, 2005 (the“Loan Agreement”) among NWA, Boeing, as Administrative Agent and Lender,and the Security Trustee, NWA has pledged the Shares to Boeing as collateral tosecure a loan, which provides for, among other things, the execution anddelivery by Boeing, the Security Trustee, NWA and the Company of thisAgreement; and

 

WHEREAS, theCompany desires to provide to NWA, the Security Trustee, Boeing and each otherHolder (as defined below) rights relating to registration under the SecuritiesAct (as defined below) of Registrable Securities (as defined below) on theterms and subject to the conditions set forth herein.

 

NOW,THEREFORE, the parties hereto hereby agree as follows:

 

**ARTICLE I**

**DEFINITIONS**

 

**Section 1.1.****                                DefinedTerms**.  As used herein, the termsset forth below shall have the following meanings:

 

“BusinessDay” means a day which is not a Saturday, Sunday or a day on which banks inNew York City are authorized or required by Law to close.

 

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“Court”means any court or arbitration tribunal established and functioning under theLaws of any nation or state, including the United States of America, or anypolitical subdivision thereof, including any state of the United States ofAmerica.

 

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, or anysuccessor Law, and regulations and rules promulgated thereunder.

 

“GovernmentalAuthority” means any national, federal, regional, state, local or othergovernmental agency, authority, administrative agency, regulatory body,commission or instrumentality (other than a Court), including any multinationalauthority having governmental or quasi-governmental powers.

 

“Holder”****means NWA, the Security Trustee, Boeing and any otherdirect or indirect transferee, assignee or pledgee of Registrable Securities byNWA, Boeing or the Security Trustee; provided, however, that, notwithstandingthe foregoing, unless and until Boeing and/or the Security Trustee or any otherpledgee of all or a portion of the Registrable Securities (the “PledgedRegistrable Securities”) has at such time the right to exercise remedies, followingthe occurrence of an event of default under the applicable loan agreement withNWA, with respect to the Pledged Registrable Securities pursuant to such loan agreement,NWA (and not Boeing and/or the Security Trustee or such other pledgee, as thecase may be) shall be permitted to effect the sale of the Pledged RegistrableSecurities pursuant to any registration statement filed by the Company inaccordance with this Agreement, provided that any such sale shall be subject tothat certain Stock Indenture and Security Agreement dated as of May 5, 2005between NWA and the Security Trustee; and Boeing and/or the Security Trustee andany other pledgee of Pledged Registrable Securities agree to provide theCompany with written notice of an event of default giving rise to its right toexercise remedies with respect to the Pledged Registrable Securities inaccordance with such loan agreement (to which written notice NWA herebyconsents) and, following the Company’s receipt of such written notice, Boeing and/orthe Security Trustee or such other pledgee, as the case may be (and not NWA)shall be permitted to effect the sale of the Pledged Registrable Securities pursuantto any registration statement filed by the Company in accordance with thisAgreement.

 

“Holders’Counsel” means outside legal counsel selected by NWA (and, during the termof the Loan Agreement, reasonably approved by Boeing) to represent all Holdersof Registrable Securities covered by the applicable registration statement, or,if NWA does not own any of the Registrable Securities covered by suchregistration statement, then to one counsel selected by the Holders of amajority of the Registrable Securities being so registered to represent allHolders of Registrable Securities being so registered.

 

“Law”and “Laws” means all laws, statutes and ordinances of the United Statesof America and any political subdivision thereof, including any state of theUnited States of America, including all decisions of Courts having the effectof law in any such jurisdiction.

 

“NASD”means the National Association of Securities Dealers, Inc.

 

“NASDAQ”means the National Association of Securities Dealers Automated QuotationSystem.

 

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“Person”means any individual, firm, unincorporated organization, corporation (includingany not-for-profit corporation), general or limited partnership, limitedliability company, joint venture, estate, trust, association or other entity,including any syndicate or group that would be deemed to be a person under Section 12(a)(3) ofthe Exchange Act.

 

“RegistrableSecurities” means the Shares and the Warrant Shares, and any Common Stockwhich may be issued or distributed in respect thereof by way of stock dividendor stock split or other distribution, recapitalization or reclassification.  Any particular Registrable Securities thatare issued shall cease to be Registrable Securities when (i) the ShelfRegistration Statement with respect to their sale has become effective underthe Securities Act and such Registrable Securities have been disposed of inaccordance with the Shelf Registration Statement, (ii) such RegistrableSecurities have been distributed to the public pursuant to Rule 144 (orany successor provision) under the Securities Act, (iii) such RegistrableSecurities have been otherwise transferred, new certificates for suchsecurities not bearing a legend restricting further transfer shall have beendelivered by the Company and subsequent disposition of such securities shallnot require registration or qualification of such Registrable Securities underthe Securities Act or any state securities or blue sky law then in force, (iv) suchRegistrable Securities may be freely sold publicly without registration underthe Securities Act pursuant to Rule 144(k) of the Securities Act or (v) suchRegistrable Securities shall have ceased to be outstanding.  For the avoidance of doubt, if Boeing and/orthe Security Trustee or any other pledgee of Pledged Registrable Securitiesforecloses upon such Pledged Registrable Securities in accordance with theapplicable loan agreement with NWA, such Pledged Registrable Securities shallconstitute Registrable Securities hereunder notwithstanding any transfer ofsuch Pledged Registrable Securities from NWA to Boeing and/or the SecurityTrustee or to such other pledgee in connection with such foreclosure.

 

“RegistrationExpenses” means any and all reasonable out-of-pocket expenses incident toperformance of or compliance by the Company with Article II of thisAgreement, including but not limited to (i) all SEC and stock exchange orNASD registration and filing fees (including, if applicable, the fees andexpenses of any “qualified independent underwriter,” as such term is defined inSchedule E to the Bylaws of the NASD, and of its counsel), (ii) allfees and expenses of complying with securities or blue sky laws (including feesand disbursements of counsel for the underwriters in connection with blue skyqualifications of the Registrable Securities), (iii) all printing,messenger and delivery expenses, (iv) all fees and expenses incurred inconnection with the listing of the Registrable Securities on any securitiesexchange pursuant to Article II, (v) the reasonable fees anddisbursements of outside legal counsel for the Company and of its independentpublic accountants, including the expenses of any special audits and/or “coldcomfort” letters required by or incident to such performance and compliance, (vi) thereasonable fees and disbursements of Holders’ Counsel, and (vii) any feesand disbursements of underwriters customarily paid by issuers and other sellersof securities, but excluding underwriting discounts and commissions andtransfer taxes, if any.

 

“Road ShowOffering” means any underwritten “take-down” of all or a portion of theRegistrable Securities covered by any registration statement having ananticipated aggregate offering price of at least $10 million, and which isdesignated by the Holder as a Road Show Offering.

 

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“SEC”means the Securities and Exchange Commission.

 

“SecuritiesAct” means the Securities Act of 1933, as amended, or any successor Law,and regulations and rules issued thereunder.

 

“WarrantShares” means any shares of Common Stock issued pursuant to the NewWarrant.

 

**Section 1.2.****                                Rules ofConstruction**.  The language usedin this Agreement will be deemed to be the language chosen by the parties toexpress their mutual intent and no rule of strict construction will beapplied against any party.  All section headingscontained in this Agreement are for convenience of reference only, do not forma part of this Agreement and will not affect in any way the meaning orinterpretation of this Agreement.  Allwords used in this Agreement will be construed to be of such gender or numberas the circumstances require.  Unless thecontext otherwise requires, “or” is disjunctive but not exclusive, words in thesingular include the plural and vice versa, and the words “hereof,” “herein”and “hereunder” and words of similar import refer to this Agreement as a wholeand not to any particular provision of this Agreement.

 

**ARTICLE II**

**REGISTRATION RIGHTS**

 

**Section 2.1.****                                ShelfRegistration Statements**.

 

(a)                                  If the Company at anytime after the date hereof is permitted to register securities under the SecuritiesAct on Form S-3 or any similar or successor short form registrationstatement, then upon the request of any of the Holders of RegistrableSecurities, the Company will cause to be filed and use commercially reasonableefforts to have declared effective as soon as reasonably practicablethereafter, one or more shelf registration statements pursuant to Rule 415under the Securities Act (each a “ShelfRegistration Statement,” and collectively, the “Shelf Registration Statements”)covering the Registrable Securities that names NWA, Boeing, the SecurityTrustee and any other applicable Holders as selling shareholders of suchRegistrable Securities; provided, however, the Company shall not be obligatedto file a Shelf Registration Statement or an amendment to a Shelf RegistrationStatement previously filed that registers less than 1,000,000 RegistrableSecurities (the “Minimum Number”) unless at such time all Holderscollectively hold a number of Registrable Securities that is less than suchMinimum Number and in any such case such Shelf Registration Statement shallregister the number of Registrable Securities then held by such Holders.

 

### (b)                                 Each Shelf RegistrationStatement will be on the appropriate form and will comply as to form in allmaterial respects with the requirements of the Securities Act and the rules andregulations promulgated thereunder, permitting registration of such RegistrableSecurities for resale by any Holder in the manner designated by it.  In the event any Holder holds RegistrableSecurities not covered by a Shelf Registration Statement, at the request ofsuch Holder, the Company will amend the Shelf Registration Statement to includesuch additional

 

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### Registrable Securities and use commercially reasonable efforts to havesuch amended Shelf Registration Statement declared effective as soon asreasonably practicable.  Each ShelfRegistration Statement filed after the filing of the first Shelf RegistrationStatement filed pursuant to Section 2.1(a) of this Agreement will, tothe extent allowed under the Securities Act, constitute a post-effectiveamendment to such previously filed Shelf Registration Statement under Rule 429under the Securities Act.

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**Section 2.2.****                                Maintenanceof Effectiveness**.

 

(a)                                  The Company will useits reasonable best efforts to keep any Shelf Registration Statement requiredby Section 2.1(a) continuously effective, supplemented and amended tothe extent necessary to ensure that:

 

#### (i)                                     it is availablefor sales of Registrable Securities by any Holder in accordance with Section 2.1(a) above;and

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#### (ii)                                  it conforms with therequirements of this Agreement, the Securities Act and the policies, rules andregulations of the SEC as announced from time to time, until such time as thereare no more Registrable Securities held by any Holders.

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### (b)                                 No Holder may include anyRegistrable Securities in any Shelf Registration Statement pursuant to thisAgreement unless and until it furnishes to the Company in writing, within20 days after receipt of a request therefor (and the Holders agree toprovide), the information with respect to itself and its plan of distribution,and with respect to any other Holders and their plan of distribution, asapplicable, as specified in Item 507 or 508 of Regulation S-K, asapplicable, of the Securities Act for use in connection with such ShelfRegistration Statement or any prospectus or preliminary prospectus includedtherein.  Each Holder that is sellingRegistrable Securities pursuant to such Shelf Registration Statement agrees topromptly furnish to the Company additional information as to itself and itsplan of distribution required to be disclosed in order to make the informationpreviously furnished by it to the Company not materially misleading.

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### (c)                                  Notwithstanding the foregoing,if the Company’s Board of Directors determines in its good faith judgment, ascertified in writing by an officer of the Company to the Security Trustee that disclosureof the existence of any acquisition or corporate reorganization or othermaterial transaction or development (other than a material development directlyrelated to the business or financial condition of NWA that has resulted in anEvent of Default (as defined in the Loan Agreement)) would be required to beincluded in the Shelf Registration Statement or the related prospectus and suchdisclosure would be premature and materially detrimental to the Company and itsshareholders, the Company may allow such Shelf Registration Statement to failto be effective or the prospectus contained therein to be unusable as a resultof such nondisclosure for no more than forty-five (45) consecutive days, and nomore than ninety (90) days in any consecutive twelve-month period.

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**Section 2.3.****                                IncidentalRegistration**.

 

(a)                                  Rightto Include Registrable Securities. If the Company at any time after the date hereof proposes to registerany of its Common Stock (or any security which is convertible into or

 

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exchangeable or exercisable for Common Stock) underthe Securities Act (other than a registration on Form S-4 or S-8, or anysuccessor or other forms promulgated for similar purposes), whether or not forsale for its own account, in a manner which would permit registration ofRegistrable Securities for sale to the public under the Securities Act, itwill, at each such time, give prompt written notice to all Holders ofRegistrable Securities of its intention to do so and of such Holders’ rightsunder this Section 2.3.  Upon thewritten request of any such Holder made within 15 days after the receiptof any such notice (which request will specify the number of RegistrableSecurities intended to be disposed of by such Holder), the Company will effectthe registration under the Securities Act of all Registrable Securities thatthe Company has been so requested to register by the Holders thereof, to theextent requisite to permit the disposition of the Registrable Securities so tobe registered.  If a registrationrequested pursuant to this Section 2.3 involves an underwritten offering,any Holder of Registrable Securities requesting to be included in suchregistration may elect, in writing prior to the effective date of theregistration statement filed in connection with such registration, not to registersuch securities in connection with such registration.

 

### (b)                                 Termination of ProposedRegistration.  If, at any time after giving written noticeof its intention to register any securities under the Securities Act inaccordance with the provisions of Section 2.3 hereof and prior to theeffective date of the registration statement filed in connection with suchregistration, the Company determines for any reason not to proceed with theproposed registration of the securities to be sold by it, the Company may, atits election, give written notice of such determination to each Holder ofRegistrable Securities, and, thereupon, will be relieved of its obligation toregister any Registrable Securities in connection with such registration.

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### (c)                                  Registration Statement Form;Priority in Incidental Registrations.

 

(i)  If any registration requested pursuantto this Section 2.3 and which is proposed by the Company to be effected bythe filing of a registration statement on Form S**-**3(or any successor or similar short-form registration statement) and involves anunderwritten offering, and if the managing underwriter(s) of such offeringadvise the Company that, in its opinion, the use of another form ofregistration statement is of material importance to the success of the proposedoffering, then such registration will be effected on such other form.

 

### (ii)  If a registration pursuant tothis Section 2.3 involves an underwritten offering and the managingunderwriter(s) advise the Company in writing that, in its opinion, the numberof securities requested to be included in such registration exceeds the numberwhich can be sold in such offering, so as to be likely to have an adverseeffect on the price, timing or distribution of the securities offered in suchoffering as contemplated by the Company, then the Company will include in suchoffering first, the securities the Company proposes to sell for its own accountand, second, the Registrable Securities that the Holders have requested to beincluded in such registration (to the extent such Registrable Securities, inthe opinion of such managing underwriter(s), can be sold without having theadverse effects referred to above), such amount to be allocated pro rata amongall requesting Holders on the basis of the relative number of shares ofRegistrable Securities then held by each such Holder (*providedthat*any shares thereby

 

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### allocated to any such Holder that exceed suchHolder’s request will be reallocated among the remaining requesting Holders ina like manner).

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**Section 2.4.****                                Lock-Up**.  In the case of any underwritten offering inaccordance with this Article II or any other underwritten offering ofequity securities of the Company during the term of this Agreement, to theextent requested in writing (with reasonable prior notice) by the managingunderwriter(s) of such underwritten offering:

 

(a) in the case of an underwritten offering bythe Company, to the extent so agreed by each of the directors and officers ofthe Company and by each shareholder of the Company holding not less than 10% ofthe outstanding common stock of Company (unless otherwise agreed by NWA, Boeingand/or the Security Trustee), each of NWA, Boeing, the Security Trustee, and eachHolder of Registrable Securities agrees that it shall not effect any sales ofany equity securities of the Company or of any security convertible into orexchangeable or exercisable for any equity security of the Company (in eachcase, other than as part of such underwritten offering), from 14 daysprior to the anticipated date of the pricing of such underwritten offering andup to a 90 day period beginning on the date of consummation of suchunderwritten offering (or such lesser period as such managing underwriter(s)may permit);

 

(b) in the case of an underwritten offering byNWA, the Company agrees that it shall not effect any sales of any equitysecurities of the Company or of any security convertible into or exchangeableor exercisable for any equity security of the Company (in each case, other thanas part of such underwritten offering), from 14 days prior to the anticipateddate of the pricing of such underwritten offering and up to a 90 day periodbeginning on the date of consummation of such underwritten offering (or suchlesser period as such managing underwriter(s) may permit); and

 

(c) in the case of an underwritten offering byBoeing and/or the Security Trustee, the Company agrees that it shall not effectany sales of any equity securities of the Company or of any security convertibleinto or exchangeable or exercisable for any equity security of the Company (ineach case, other than as part of such underwritten offering), from 14 daysprior to the anticipated date of the pricing of such underwritten offering andup to a 90 day period beginning on the date of consummation of suchunderwritten offering (or such lesser period as such managing underwriter(s)may permit).

 

**Section 2.5****                                   RegistrationProcedures**.  In connection withthe Company’s obligations pursuant to this Article II to effect theregistration of the Registrable Securities under the Securities Act to permitthe sale of such Registrable Securities by the selling Holders in accordancewith their intended method or methods of disposition thereof, whether in anunderwritten offering or a sale not involving an underwriter, the Company willas soon as practicable:

 

### (a)                                  Prepare and file with the SEC aregistration statement or registration statements on Form S-3 and use itsreasonable best efforts to cause each such registration statement or statementsto become effective and remain effective and usable for resale of RegistrableSecurities during the period that such registration statement is required to beeffective and usable as provided herein, cause such

 

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### registration statement to not contain anyuntrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein not misleadingand cause such registration statement and the related prospectus and anyamendment or supplement thereto, as of the effective date of such registrationstatement, amendment or supplement, to comply in all material respects with anyrequirements of the Securities Act and the rules and regulationspromulgated thereunder; *provided*, *however*, that before filing a registration statement orprospectus or any amendments or supplements thereto (excluding documents thatwould be incorporated or deemed to be incorporated therein by reference), theCompany will furnish to (i)  each Holder of Registrable Securities, (ii) theHolders’ Counsel, and (iii) the managing underwriter(s), if any, copies ofall such documents proposed to be filed, which documents will be subject to thereview of the Holders, their respective legal counsel and the underwriters, andthe Company will not file any such registration statement or amendment theretoor any prospectus or any supplement thereto (excluding such documents that,upon filing, will be incorporated or deemed to be incorporated by referencetherein) containing any information about any of the Holders or the managingunderwriter(s), if any such Person reasonably objects.

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### (b)                                 Prepare and file with the SECsuch amendments and post-effective amendments to each registration statement asmay be necessary to keep such registration statement effective as providedherein; cause the related prospectus to be supplemented by any requiredprospectus supplement (including supplementing the prospectus to reflect all informationnecessary to effect sales by pledgees of Registrable Securities), and as sosupplemented to be filed pursuant to Rule 424 (or any similar provisionsthen in force) under the Securities Act; and comply with the provisions of theSecurities Act with respect to the disposition of all securities covered bysuch registration statement during the applicable period in accordance with theintended methods of disposition by the sellers thereof set forth in suchregistration statement as so amended or in such prospectus as so supplemented.

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### (c)                                  Notify each Holder for whichRegistrable Securities are being registered and any managing underwriter(s)(and, in each case, counsel therefor if appropriate notice information has beenprovided reasonably in advance to the Company) promptly, and (if requested byany such Person) confirm such notice in writing:

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#### (i)                                     when a prospectusor any prospectus supplement or post-effective amendment has been filed, and,with respect to a registration statement or any post-effective amendment, whenthe same has become effective;

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#### (ii)                                  of any request by theSEC or any other Governmental Authority for amendments or supplements to aregistration statement or related prospectus or for additional information;

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#### (iii)                               of the issuance by theSEC or any other Governmental Authority of any stop order, injunction or otherorder suspending the effectiveness of a registration statement or theinitiation or threatening of any proceedings for that purpose;

 

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#### (iv)                              if at any time therepresentations and warranties of the Company contained in any agreemententered into by the Company in connection with the offering (including anyunderwriting agreement) cease to be true and correct in any material respect;

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#### (v)                                 of the receipt by theCompany of any notification with respect to the suspension of the qualificationor exemption from qualification of any Registrable Securities for sale in anyjurisdiction or the initiation or threatening of any proceeding for suchpurpose;

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#### (vi)                              of the occurrence of anyevent, circumstance or condition that makes any statement made in suchregistration statement or related prospectus or any document incorporated ordeemed to be incorporated therein by reference untrue in any material respector that requires the making of any changes in a registration statement,prospectus or any such document so that, in the case of the registrationstatement, it will not contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary to makethe statements therein not misleading and, in the case of the prospectus, itwill not contain any untrue statement of a material fact or omit to state anymaterial fact required to be stated or necessary to make the statementstherein, in the light of the circumstances under which they were made, notmisleading; and

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#### (vii)                           of the Company’s reasonabledetermination that a post-effective amendment to a registration statement wouldbe appropriate.

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### (d)                                 Use its reasonable best effortsto obtain the withdrawal of any order suspending the effectiveness of aregistration statement, or the lifting of any suspension of the qualification(or exemption from qualification) of any Registrable Securities for sale in anyjurisdiction as soon as possible.

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### (e)                                  If requested by the managingunderwriter(s), if any, and any selling Holders:

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#### (i)                                     promptlyincorporate in a prospectus supplement or post-effective amendment suchinformation as the managing underwriter(s), if any, and any selling Holdersagree should be included therein as may be required by applicable Law; and

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#### (ii)                                  make all requiredfilings of such prospectus supplement or such post-effective amendment as soonas practicable after the Company has received notification of the matters to beincorporated in such prospectus supplement or post-effective amendment;

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*provided*, *however*, that the Company will not be required to take anyactions under this Section 2.5(e) that are not, in the opinion of theCompany’s counsel, in compliance with applicable Law.

 

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### (f)                                    Furnish to each Holder ofRegistrable Securities named in any registration statement and each managingunderwriter, if any, such number of copies of the registration statement andany post-effective amendment thereto (but excluding schedules, all documentsincorporated or deemed incorporated therein by reference and all exhibits,unless requested in writing by such party or such underwriter), each prospectus,including each preliminary prospectus, and any amendment or supplement theretoand such other documents as such party or managing underwriter may reasonablyrequest in order to facilitate the public sale or other disposition ofRegistrable Securities by such Holder; the Company hereby consents to the useof the prospectus, including each preliminary prospectus, by each Holder ofRegistrable Securities and each underwriter of an underwritten offering, ifany, in connection with the offering and sale of Registrable Securities coveredby the prospectus or the preliminary prospectus at such times and in suchmanner as permitted by this Agreement.

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### (g)                                 Prior to any public offering ofRegistrable Securities, to register or qualify or cooperate with the Holders ofRegistrable Securities, the underwriters, if any, and their respective counselin connection with the registration or qualification (or exemption from suchregistration or qualification) of such Registrable Securities for offer andsale under the securities or blue sky Laws of such jurisdictions within theUnited States as any seller of Registrable Securities or underwriter reasonablyrequests in writing; use its reasonable best efforts to keep such registrationor qualification (or exemption therefrom) effective during the period theapplicable registration statement is required to be kept effective and do anyand all other acts or things necessary or advisable to enable the dispositionin each such jurisdiction of Registrable Securities covered by the applicableregistration statement; *provided*, *however*, that the Company will not be required to (i) qualifyto do business in any jurisdiction where it is not then so qualified or (ii) takeany action that would subject it to taxation or service of process in any suchjurisdiction where it is not then so subject.

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### (h)                                 Use its reasonable best effortsto cause Registrable Securities covered by the applicable registrationstatement to be registered with or approved by such other governmental agenciesor authorities within the United States except as may be required solely as aconsequence of the nature of business conducted by any Holder, in which casethe Company will cooperate in all reasonable respects with the filing of suchregistration statement and the granting of such approvals as may be necessaryto enable the seller or sellers thereof or the underwriters, if any, toconsummate the disposition of such Registrable Securities.

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### (i)                                     Cooperate with the sellingHolders of Registrable Securities and the managing underwriter(s), if any, tofacilitate the timely preparation and delivery of certificates representingRegistrable Securities to be sold and enable such Registrable Securities to bein such denominations and registered in such names as the selling Holders andthe managing underwriter(s), if any, will request at least two Business Daysprior to any sale of Registrable Securities.

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### (j)                                     Prepare a supplement orpost-effective amendment to each registration statement or a supplement to therelated prospectus or any document incorporated therein

 

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### by reference or file any other requireddocument so that, as thereafter delivered to the purchasers of RegistrableSecurities being sold thereunder, such prospectus will not contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading.

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#### (k)                                  Use its reasonablebest efforts to cause all Registrable Securities covered by such registrationstatement to be listed on each securities exchange, if any, on which similarsecurities issued by the Company are then listed.

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### (l)                                     As needed, (i) engage anappropriate transfer agent and provide the transfer agent with printedcertificates for Registrable Securities in a form eligible for deposit with TheDepository Trust Company and (ii) provide a CUSIP number for theRegistrable Securities.

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### (m)                               Make available for reasonableinspection during normal business hours by the selling Holders and anyunderwriter participating in any disposition of Registrable Securities, and anyattorney or accountant retained by any such Person, all financial and otherrecords, pertinent corporate documents and properties of the Company and itssubsidiaries, and cause the officers, directors and employees of the Companyand its subsidiaries to supply all information reasonably requested by theselling Holders, any such underwriter, attorney or accountant in connectionwith such registration statement; *provided*, *however*, that any records, information or documents that aredesignated by the Company in writing as confidential at the time of delivery ofsuch records, information or documents will be kept confidential by suchPersons unless:

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#### (i)                                     such records,information or documents are in the public domain or otherwise publiclyavailable;

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#### (ii)                                  disclosure of suchrecords, information or documents is required by court or administrative order;*provided*, that such Person notifies theCompany of any such requirement and cooperates with the Company in seeking aprotective or restraining order limiting such disclosure; or

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#### (iii)                               disclosure of suchrecords, information or documents, upon reasonable advice of counsel to suchPerson, is otherwise required by Law (including pursuant to the requirements ofthe Securities Act) or the rules or regulations of any securities exchangeor NASDAQ.

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### (n)                                 Within a reasonable time priorto the filing of any registration statement, any prospectus, any amendment to aregistration statement or amendment or supplement to a prospectus, in each casecontaining information regarding any selling Holder of Registrable Securities,provide copies of such document to such Person and/or the managingunderwriter(s) of an underwritten offering, if any; fairly consider suchreasonable changes in any such document prior to the filing thereof as suchPerson may request and not file any such document in a form to which any suchPerson reasonably

 

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### objects; and make such of the representativesof the Company as will be reasonably requested by any such Person available fordiscussion of such document.

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### (o)                                 Comply with all applicable rules andregulations of the SEC and make generally available to its security holdersearnings statements satisfying the provisions of Section 11(a) of theSecurities Act and Rule 158 thereunder (or any similar rule promulgatedunder the Securities Act) no later than 45 calendar days after the end ofany 12-month period (or 90 calendar days after the end of any 12-monthperiod if such period is a fiscal year) (i) commencing at the end of anyfiscal quarter in which Registrable Securities are sold to underwriters in afirm commitment or reasonable best efforts underwritten offering or (ii) ifnot sold to underwriters in such an offering, commencing on the first day ofthe first fiscal quarter of the Company, after the effective date of aregistration statement, which statements will cover such 12-month period.

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### (p)                                 In connection with anyunderwritten offering, the Company will enter into such customary agreements(including an underwriting agreement) and take all such other commerciallyreasonable and customary actions in connection therewith (including takingthose actions reasonably requested by the managing underwriter(s)) in order tofacilitate the disposition of such Registrable Securities and in suchconnection will:

###  

#### (i)  make such representations andwarranties to the underwriters and the selling Holders of RegistrableSecurities with respect to the businesses of the Company and its subsidiaries,the registration statement, prospectus and documents incorporated by referenceor deemed incorporated by reference therein, if any, and any other customaryrepresentations and warranties, in each case, in form, substance and scope asare customarily made by issuers in secondary offerings to underwriters inunderwritten offerings and confirm the same if and when requested;

####  

#### (ii)  obtain opinions of its counsel andupdates thereof, which counsel and opinions (in form, scope and substance) willbe reasonably satisfactory to the managing underwriter(s), if any, addressed toeach of the underwriters and selling Holders covering the matters customarilycovered in opinions requested in underwritten offerings and such other mattersas may be reasonably requested by such underwriters or Holders;

####  

#### (iii)  use its reasonable best effortsto obtain “comfort” letters and updates thereof from its independent certifiedpublic accountants (and, if necessary, any other certified public accountantsof any of its subsidiaries or of any business acquired by the Company for whichfinancial statements and financial data is, or is required to be, included inthe registration statement), addressed to each of the underwriters and theselling Holders, if permissible, such letters to be in customary form andcovering matters of the type customarily covered in “comfort” letters inconnection with underwritten offerings;

####  

#### (iv)  use its reasonable best efforts tothe extent reasonably requested by the managing underwriter(s) to cause itssenior officers to participate in

 

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#### customary “road show” presentations and otherwise to facilitate,cooperate with, and participate in the sale of such Registrable Securities andin any customary selling efforts related thereto,; *providedthat* the assistance contained in this Section 2.5(p)(iv) appliesonly in the event of a Road Show Offering; and

####  

#### (v)  deliver such documents andcertificates as may be reasonably requested by the managing underwriter(s), ifany, or the selling Holders to evidence the continued validity of therepresentations and warranties of the Company and its subsidiaries madepursuant to clause (i)  above and to evidence compliance with anycustomary conditions contained in the underwriting agreement.

####  

The foregoing actions will be taken inconnection with each closing under such underwriting agreement as and to theextent required thereunder.

 

**Section 2.6****                                   Indemnification**.

 

(a)                                  Indemnificationby the Company.  In the event of anyregistration of any Registrable Securities under the Securities Act pursuant tothis Agreement, the Company will, and it hereby does, indemnify and holdharmless, the seller of any Registrable Securities covered by such registrationstatement, each affiliate of such seller and their respective directors andofficers or general and limited partners (including any director, officer, affiliate,employee, agent and controlling Person of any of the foregoing), each otherPerson who participates as an underwriter in the offering or sale of suchsecurities and each other Person, if any, who controls such seller or any suchunderwriter within the meaning of the Securities Act (collectively, the “Section 2.6(a) Indemnified Parties”), against anyand all losses, claims, damages or liabilities, joint or several, and expenses(including reasonable attorney’s fees and reasonable expenses of investigation)to which such Section 2.6(a)  Indemnified Party may become subjectunder the Securities Act, common law or otherwise, insofar as such losses,claims, damages or liabilities (or actions or proceedings in respect thereof,whether or not such Indemnified Party is a party thereto) arise out of or arebased upon (i) any untrue statement or alleged untrue statement of anymaterial fact contained in any registration statement (including any amendmentor supplement thereto) under which such securities were registered under theSecurities Act, any preliminary, final or summary prospectus contained therein,or any amendment or supplement thereto, or (ii) any omission or allegedomission to state therein a material fact required to be stated therein ornecessary to make the statements therein (in the case of a prospectus, in thelight of the circumstances under which they were made) not misleading, and theCompany will reimburse such Section 2.6(a) Indemnified Party for anylegal or any other expenses reasonably incurred by it in connection withinvestigating or defending against any such loss, claim, liability, action orproceeding, as such expenses are incurred; *provided that*theCompany will not be liable to any Section 2.6(a) Indemnified Party inany such case to the extent that any such loss, claim, damage, liability (oraction or proceeding in respect thereof) or expense arises out of or is basedupon any untrue statement or alleged untrue statement or omission or allegedomission made in such registration statement or amendment or supplement theretoor in any such preliminary, final or summary prospectus in reliance upon and in

 

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conformity with written information furnishedto the Company with respect to such seller through an instrument duly executedby such seller specifically stating that it is for use in the preparationthereof; and *provided*, *further*,that the Company will not be liable to any Person who participates as anunderwriter in the offering or sale of Registrable Securities or any otherPerson, if any, who controls such underwriter within the meaning of theSecurities Act, under the indemnity agreement in this Section 2.6 withrespect to any preliminary prospectus or the final prospectus or the finalprospectus as amended or supplemented, as the case may be, to the extent thatany such loss, claim, damage or liability of such underwriter or controllingPerson results from the fact that such underwriter sold Registrable Securitiesto a person to whom there was not sent or given, at or prior to the writtenconfirmation of such sale, a copy of the final prospectus or of the finalprospectus as then amended or supplemented, whichever is most recent, if theCompany has previously furnished copies thereof to such underwriter.  For purposes of the last proviso to theimmediately preceding sentence, the term “prospectus” will not be deemed toinclude the documents incorporated therein by reference, and no Person whoparticipates as an underwriter in the offering or sale of RegistrableSecurities or any other Person, if any, who controls such underwriter withinthe meaning of the Securities Act, will be obligated to send or give anysupplement or amendment to any document incorporated by reference in any preliminaryprospectus or the final prospectus to any person other than a person to whomsuch underwriter had delivered such incorporated document or documents inresponse to a written request therefor. Such indemnity will remain in full force and effect regardless of anyinvestigation made by or on behalf of such seller or any Section 2.6(a) IndemnifiedParty, or any of their respective affiliates, directors, officers orcontrolling persons, and will survive the transfer of such securities by suchseller.

 

### (b)                                 Indemnification by Sellers andUnderwriters.  In the event of any registration ofRegistrable Securities under the Securities Act pursuant to this Agreement,each seller of such Registrable Securities individually (and not jointly andseverally) (except in the event the Security Trustee is the seller ofRegistrable Securities on behalf of Boeing, Boeing) will, and it hereby does,indemnify and hold harmless (in the same manner and to the same extent as setforth in Section 2.6(a)) the Company and all other prospective sellers(collectively, the “Section 2.6(b) Indemnified Parties” and, together with the Section 2.6(a) IndemnifiedParties, the “Indemnified Parties”) with respect to any untruestatement or alleged untrue statement in or omission or alleged omission fromsuch registration statement, any preliminary, final or summary prospectuscontained therein, or any amendment or supplement, if such untrue statement oralleged untrue statement or omission or alleged omission was made in relianceupon and in conformity with written information furnished to the Company withrespect to such seller or underwriter through an instrument duly executed bysuch seller or underwriter specifically stating that it is for use in thepreparation of such registration statement, preliminary, final or summaryprospectus or amendment or supplement, or a document incorporated by referenceinto any of the foregoing.  Suchindemnity will remain in full force and effect regardless of any investigationmade by or on behalf of any Section 2.6(b) Indemnified Party, or anyof its affiliates, directors, officers or controlling Persons and will survivethe transfer of such securities by such seller. In no event will the liability of any seller of Registrable Securitieshereunder be greater in amount than the

 

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### dollar amount of the net proceeds received bysuch seller of Registrable Securities upon the sale of the RegistrableSecurities giving rise to such indemnification obligation.

###  

### (c)                                  Notices of Claims, Etc.  Promptly after receipt by an IndemnifiedParty hereunder of written notice of the commencement of any action orproceeding with respect to which a claim for indemnification may be madepursuant to this Section 2.6, such Indemnified Party will, if a claim inrespect thereof is to be made against an indemnifying party under this Section 2.6,give written notice to the latter of the commencement of such action; *provided that*the failure of the Indemnified Party to givenotice as provided herein will not relieve the indemnifying party of itsobligations under the preceding subdivisions of this Section 2.6, exceptto the extent that the indemnifying party is actually prejudiced by suchfailure to give notice.  In case any suchaction is brought against an Indemnified Party, the indemnifying party will beentitled to participate in and to assume the defense thereof, jointly with anyother indemnifying party similarly notified to the extent that it may wish,with counsel reasonably satisfactory to such Indemnified Party, and afternotice from the indemnifying party to such Indemnified Party of its election soto assume the defense thereof, the indemnifying party will not be liable tosuch Indemnified Party for any legal or other expenses subsequently incurred bythe latter in connection with the defense thereof other than reasonable costsof investigation.  Notwithstanding theindemnifying party’s election to appoint counsel to represent an IndemnifiedParty in an action, such Indemnified Party shall have the right to employseparate counsel (including local counsel), and the indemnifying party shallbear the reasonable fees, costs and expenses of such separate counsel if (i) theuse of counsel chosen by the indemnifying party to represent such IndemnifiedParty would present such counsel with a conflict of interest, (ii) theactual or potential defendants in, or targets of, any such action include bothsuch Indemnified Party and the indemnifying party and such Indemnified Partyshall have reasonably concluded that there may be legal defenses available toit or other Indemnified Parties which are different from or additional to thoseavailable to the indemnifying party, (iii) the indemnifying party shallnot have employed counsel reasonably satisfactory to such Indemnified Party torepresent such Indemnified Party within a reasonable time after notice of theinstitution of such action, or (iv) the indemnifying party shall authorizesuch Indemnified Party to employ separate counsel at the expenses of theindemnifying party.  No indemnifyingparty will consent to entry of any judgment or enter into any settlement which (i) doesnot include as an unconditional term thereof, the giving by the claimant orplaintiff to such Indemnified Party of a release from all liability in respectto such claim or litigation and (ii) includes a statement as to, or anadmission of, fault, culpability or a failure to act, by or on behalf of anyIndemnified Party.

###  

### (d)                                 Contribution.  If the indemnification provided for in this Section 2.6from the indemnifying party is unavailable to an Indemnified Party hereunder inrespect of any losses, claims, damages, liabilities or expenses referred toherein, then the indemnifying party, in lieu of indemnifying such IndemnifiedParty, will contribute to the amount paid or payable by such Indemnified Partyas a result of such losses, claims, damages, liabilities or expenses in suchproportion as is appropriate to reflect the relative fault of the indemnifyingparty and Indemnified Parties in connection with the actions which resulted insuch losses, claims, damages, liabilities or expenses, as well as any other

 

15

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### relevant equitable considerations.  The relative fault of such indemnifying partyand Indemnified Parties will be determined by reference to, among other things,whether any action in question, including any untrue or alleged untruestatement of a material fact or omission or alleged omission to state amaterial fact, has been made by, or relates to information supplied by, suchindemnifying party or Indemnified Parties, and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent suchaction.  The amount paid or payable by aparty under this Section 2.6 as a result of the losses, claims, damages,liabilities and expenses referred to above will be deemed to include any legalor other fees or expenses reasonably incurred by such party in connection withany investigation or proceeding.

###  

The partieshereto agree that it would not be just and equitable if contribution pursuantto this Section 2.6 were determined by pro rata allocation or by any othermethod of allocation which does not take account of the equitableconsiderations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 2.6(d),no seller of Registrable Securities (other than a Person that participates asan underwriter in the offering or sale of Registrable Securities) shall berequired to contribute any amount in excess of the amount by which the dollaramount of the proceeds received by such seller from the sale of suchRegistrable Securities (after deducting any fees, discounts and commissionsapplicable thereto) exceeds the amount of any damages which such seller hasotherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission, and no Person that participates asan underwriter in the offering or sale of Registrable Securities shall berequired to contribute any amount in excess of the amount by which the totalprice at which the Registrable Securities underwritten by it and distributed toinvestors were offered to investors exceeds the amount of any damages whichsuch underwriter has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission.  No Person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of theSecurities Act) will be entitled to contribution from any Person who was notguilty of such fraudulent misrepresentation.

 

### (e)                                  Other Indemnification.  Indemnification similar to that specified inthe preceding subdivisions of this Section 2.6 (with appropriatemodifications) will be given by the Company and each seller of RegistrableSecurities with respect to any required registration or other qualification ofsecurities under any federal or state Law or regulation or governmentalauthority other than the Securities Act.

###  

### (f)                                    Non-Exclusivity.  The obligations of the parties under this Section 2.6will be in addition to any liability which any party may otherwise have to anyother party.

###  

**Section 2.7****                                   Rule 144. **The Company covenants to the Holders ofRegistrable Securities that to the extent the Company shall be required to doso under the Exchange Act, it shall timely file the reports required to befiled by it under the Exchange Act or the Securities Act (including the reportsunder Sections 13 and 15(d) of the Exchange Act referred to insubparagraph (c)(1) of Rule 144 adopted by the SEC under theSecurities Act) and the rules and regulations adopted by the SECthereunder, and shall take such further action as any Holder of RegistrableSecurities may reasonably request, all to the extent required from time to timeto

 

16

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enable such Holder to sell Registrable Securitieswithout registration under the Securities Act within the limitations providedby Rule 144 under the Securities Act, as such rule may be amendedfrom time to time, or any similar or successor rule or regulationhereafter adopted by the SEC.  Upon therequest of any Holder of Registrable Securities in connection with that Holder’ssale pursuant to Rule 144, the Company shall deliver to such Holder awritten statement as to whether it has complied with such requirements.

 

**ARTICLE III**

**MISCELLANEOUS**

 

**Section 3.1.****                                Costsand Expenses**.  With respect to the registration ofRegistrable Securities held by NWA, Boeing or the Security Trustee, NWA shallpay all Registration Expenses in connection with any registration ofRegistrable Securities pursuant to this Agreement (other than with respect toregistrations pursuant to Section 2.3 hereof).  To the extent the Company incurs anyadditional Registration Expenses in connection with the performance of itsobligations pursuant to this Agreement (other than with respect toregistrations pursuant to Section 2.3 hereof) that are attributable to theregistration of Registrable Securities held by any Holder other than Boeing,the Security Trustee or NWA, such Holder shall pay such Registration Expenses.  The Company shall not be required to pay anyRegistration Expenses incurred in connection with the performance of itsobligations hereunder except other than with respect to registrations pursuantto Section 2.3 hereof.

 

**Section 3.2.****                                Notices**.  All notices, consents or other communicationsrequired or permitted to be given under this Agreement will be in writing andwill be deemed to have been duly given and received when delivered personally,delivery charges prepaid, or three Business Days after being sent by registeredor certified mail (return receipt requested), postage prepaid, or one BusinessDay after being sent by a nationally recognized express courier service,postage or delivery charges prepaid, to the parties at their respectiveaddresses stated below. Notices may also be given by facsimile and will bedeemed to have been duly given and received on the date transmitted ifconfirmed answerback is received at the end of the transmission. Any party maychange its address for notice and the address to which copies must be sent bygiving notice of the new address to the other parties in accordance with this Section 3.2,except that any such change of address notice will not be effective unless anduntil received.

 
| If to the  Company, to: |
|-------------------------|
|                    |   |
|                    | MAIR Holdings, Inc. |
|                    | Fifth Street Towers, Suite 1720 |
|                    | 150 South Fifth Street |
|                    | Minneapolis, Minnesota 55402 |
|                    | Facsimile No.:  (612) 333-0590 |

 

17

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| With a  required copy to: |
|---------------------------|
|                      |   |
|                      | MAIR Holdings, Inc. |
|                      | Fifth Street Towers, Suite 1720 |
|                      | 150 South Fifth Street |
|                      | Minneapolis, Minnesota 55402 |
|                      | Attn:   General Counsel |
|                      | Facsimile No.:  (612) 333-0590 |
|                      |   |
| If to NWA,  to:           |
|                      |   |
|                      | Northwest Airlines, Inc. |
|                      | 2700 Lone Oak Parkway |
|                      | Dept. A4400 |
|                      | Eagan, Minnesota  55121 |
|                      | Attn:   Chief Financial Officer |
|                      | Facsimile No.:  (612) 727-4041 |
|                      |   |
| With a  required copy to: |
|                      |   |
|                      | Northwest Airlines, Inc. |
|                      | 2700 Lone Oak Parkway |
|                      | Dept. A1180 |
|                      | Eagan, Minnesota  55121 |
|                      | Attn:   General Counsel |
|                      | Facsimile No.:  (612) 726-7123 |
|                      |   |
| If to  Boeing, to:        |
|                      |   |
|                      | Boeing Capital Loan Corporation |
|                      | 2215-B Renaissance Drive, Suite 18 |
|                      | Las Vegas, NV  89119 |
|                      | Attn:   Assistant Secretary |
|                      | Facsimile No.:   (702) 966-4247 |
|                      | Phone:   (702) 940-4244 |
|                      |   |
| With a  required copy to: |
|                      |   |
|                      | Boeing Capital Loan Corporation |
|                      | 500 Naches Avenue SW, Suite 300 |
|                      | Renton, WA   98055 |
|                      | Attn:   Legal Department |
|                      | Facsimile No.: (425) 965-4102 or |
|                      | (425) 965-4088 |
|                      | Phone:   (425) 965-4125 |

 

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| If to the  Security Trustee, to: |
|----------------------------------|
|                             |   |
|                             | U.S. Bank National Association |
|                             | U.S. Mail: |
|                             | Corporate Trust Services |
|                             | P.O. Box 778 |
|                             | Boston, Massachusetts  02102-0778 |
|                             |   |
|                             | Overnight Courier: |
|                             | Corporate Trust Services – 3rd  Floor |
|                             | 1 Federal Street |
|                             | Boston, Massachusetts 02110 |
|                             | Facsimile No.: (617) 603-6665 |

 

**Section 3.3.****                                Assignment;Binding Effect**.  This Agreementshall inure to the benefit of and be binding upon the successors, assigns andtransferees of each of the parties, including, without the need for an expressassignment, subsequent Holders.  If anysuccessor, assignee or transferee of any Holder shall acquire RegistrableSecurities in any manner, whether by operation of law or otherwise, suchRegistrable Securities shall be held subject to all of the terms of thisAgreement, and by taking and holding such Registrable Securities such Personshall be conclusively deemed to have agreed to be bound by and to perform allof the terms and provisions of this Agreement. For purposes of this agreement, “successor” for any entity other than anatural person shall mean a successor to such entity as a result of such entity’smerger, consolidation, liquidation, dissolution, sale of substantially all ofits assets, or similar transaction.

 

**Section 3.4.****                                Amendment,Modification and Waiver**.  ThisAgreement may be amended and the Company may take any action herein prohibited,or omit to perform any act herein required to be performed by it, only if theCompany shall have obtained the written consent to such amendment, action oromission to act, of the Holders of a majority of the Registrable Securitiesthen outstanding; *provided, however*, that noamendment, waiver or consent to the departure from the terms and provisions ofthis Agreement that is adverse to NWA, Boeing and/or the Security Trustee orany of their respective successors, assigns and transferees shall be effectiveas against such Person for so long as such Person holds any RegistrableSecurities unless consented to in writing by such Person.

 

**Section 3.5.****                                GoverningLaw; No Jury Trial**.  ThisAgreement and the rights and duties of the parties hereunder shall be governedby, and construed in accordance with, the Laws of the State of Minnesota.  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANYACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THEOTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THISAGREEMENT.

 

**Section 3.6.****                                Severability**.  Ifany provision of this Agreement is held invalid or unenforceable by any courtof competent jurisdiction, the other provisions of this Agreement will remainin full force and effect.  Any provisionof this Agreement held invalid or unenforceable

 

19

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only in part or degree will remain in full force and effect to theextent not held invalid or unenforceable.

 

**Section 3.7.****                                Counterparts**.  This Agreement may be executed in any numberof counterparts and any party may execute any such counterpart, each of whichwhen executed and delivered will be deemed to be an original and all of whichcounterparts taken together will constitute but one and the sameinstrument.  This Agreement will becomebinding when one or more counterparts taken together will have been executedand delivered (including by facsimile) by the parties.  It will not be necessary in making proof ofthis Agreement or any counterpart hereof to produce or account for any of theother counterparts.

 

**Section 3.8.****                                EntireAgreement**.  This Agreement isintended by the parties as a final expression of their agreement and intendedto be a complete and exclusive statement of the agreement and understanding ofthe parties hereto in respect of the subject matter contained herein.  This Agreement supersedes all prioragreements and understandings between the parties with respect to such subjectmatter.

 

**Section 3.9.****                                SpecificPerformance**.  The parties heretoacknowledge that there would be no adequate remedy at law if any party fails toperform in any material respect any of its obligations hereunder, andaccordingly agree that each party, in addition to any other remedy to which itmay be entitled at law or in equity, shall be entitled to compel specificperformance of the obligations of any other party under this Agreement inaccordance with the terms and conditions of this Agreement.

 

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IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be duly executed asof the date first written above.

 
|   | **MAIR  HOLDINGS, INC.**             |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ Paul F. Foley |   |
|   |                                 | Name:  Paul F. Foley |
|   |                                 | Title:  President and Chief Executive Officer |
|   |                                 |   |
|   |                                 |   |
|   | **NORTHWEST  AIRLINES, INC.**        |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ Neal S. Cohen |   |
|   |                                 | Name: | Neal S. Cohen |   |
|   |                                 | Title: | Executive Vice President and Chief |   |
|   |                                 |   | Financial Officer |   |
|   |                                 |   |
|   |                                 |   |
|   | **BOEING  CAPITAL LOAN CORPORATION** |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ Jordan S. Weltman |   |
|   |                                 | Name: Jordan S. Weltman |
|   |                                 | Title: Managing Director |
|   |                                 |   |
|   | **U.S. BANK NATIONAL  ASSOCIATION**  |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | Donald E. Smith |   |
|   |                                 | Name:  Donald E. Smith |
|   |                                 | Title:  Vice President |
|        |                                      |  |  |  |  |

 

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