8-K 11/30/05 Exhibit 10.1


    
      	
              MATLINPATTERSON
                GLOBAL OPPORTUNITIES PARTNERS II, L.P

              MATLINPATTERSON
                GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) II, L.P

              520
                Madison Avenue, 35th
                Floor

              New
                York, New York 10022

            


    

     

    November
      28, 2005

     

    ATA
      Holdings Corp.

    ATA
      Airlines Inc.

    7337
      West
      Washington Street

    Indianapolis,
      IN 46231-1300 

    Attention:
      John Denison

     

     

    Re: Financing
      Commitment

     

    Ladies
      and Gentlemen:

     

    We
      understand that ATA Holdings Corp. (“ATA” or the “Company,” and together with
      certain direct and indirect subsidiary debtors, the “Debtors”), a
      debtor-in-possession in jointly administered chapter 11 cases (the “Chapter 11
      Cases”) before the United States Bankruptcy Court for the Southern District
      of Indiana,
      Indianapolis Division
      (the
“Bankruptcy Court”) is contemplating an amendment to the plan of reorganization
      filed on September 30, 2005 (the “Plan” and the “Amended Plan”) to include,
      among other things, (1) $30 million debtor-in-possession financing
      (the “New DIP”) by MatlinPatterson
      Global Opportunities Partners II, L.P. and/or MatlinPatterson Global
      Opportunities Partners (Cayman) II, L.P. (and/or one or more funding vehicles
      they may form and capitalize with one or more related or unrelated co-investors)
      (“MP”), and
      (2)
      upon the effectiveness of the Amended Plan, up to $70 million in exit financing
      to a reorganized ATA (“New
      ATA” and together with certain direct and indirect debtor subsidiaries, the
“Reorganized Companies”), in the form of
      equity
      investment (the “Equity Financing”) and a standby purchase commitment for a
      rights offering to
      the
      Debtors’ unsecured creditors (the “Rights Offering”, and together with the New
      DIP and the Equity Financing, the “MP Financing”), all under the terms and
      conditions set forth in the Term Sheet (as defined below).

     

    MP
      is
      pleased to submit this commitment (the “Commitment Letter”) to provide the
      Debtors with the MP Financing, subject to the terms and conditions set forth
      herein. MP would provide the MP Financing to the Debtors and Reorganized
      Companies, substantially on the terms and conditions set forth in the term
      sheet
      attached hereto as Exhibit A
      (the
“Term Sheet”). The proceeds of the MP Financing are to be used by the
      Reorganized Companies for repayment of certain obligations, general working
      capital and corporate purposes and to make certain specified payments in
      connection with, and to facilitate the consummation of, the Amended Plan, which
      Amended Plan is to be in form and substance materially consistent with the
      Term
      Sheet and which ATA will seek to confirm as expeditiously as possible in the
      Chapter 11 Cases and in any event no later than January 31, 2006.


     

    Any
      capitalized terms used but not defined herein shall have the meaning set forth
      in the Term Sheet.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.  Commitment.
      The Term
      Sheet sets forth the terms and conditions under which MP is prepared to fund
      the
      New DIP and become the lead investor in the Reorganized Companies and plan
      sponsor for the Amended Plan (the “Lead Investor”). Promptly following execution
      of the Term Sheet and obtaining of the Court Approval (as defined below), ATA
      as
      the “Borrower” and MP shall proceed in good faith to complete and execute
      definitive legal documentation that is reasonably based upon the terms and
      conditions set forth herein. The Definitive Documentation will include, without
      limitation: (i) a Debtor-in-Possession Credit Agreement and related
      documentation in respect of the New DIP (the “DIP Loan Documentation”), which
      will be submitted to the Bankruptcy Court for approval on or before December
      6,
      2005, and (ii) an Investment Agreement and related documentation implementing,
      among others, the Equity Financing provisions set forth in the Term Sheet,
      which
      will be submitted to the Bankruptcy Court for approval as part of the
      confirmation of the Amended Plan, and (iii) other documentation as necessary
      to
      reflect the parties’ agreements with respect to the Rights Offering and the
      matters discussed in the section of the Term Sheet entitled “Potential Agreement
      with Southwest” (together, the “Definitive Documentation”).

     

    2.  Expenses.
      The
      Borrower shall reimburse to MP, no later than two business days following
      approval by the Bankruptcy Court of this Commitment Letter and Term Sheet (the
      “Court Approval”), and upon submission of invoices therefor, all expenses
      theretofore incurred by MP in connection with its initial due diligence
      investigation of the Debtors, the negotiation of this Commitment Letter and
      the
      Term Sheet, the structuring of the proposed transaction, and the seeking of
      Court Approval, including, without limitation: (i) the fees and expenses of
      legal counsel (Sidley Austin Brown & Wood llp)
      and
      special aviation legal counsel (O'Melveny & Myers LLP), and (ii) the fees
      and expenses of consultants (Bain & Co.). In addition, the Debtors will
      reimburse to MP, no later than five days following receipt of an invoice
      therefor (which MP may submit every two weeks following the Court Approval),
      any
      expenses (including without limitation the fees and expenses of legal counsel
      and consultants) reasonably incurred by it in connection with (a) any additional
      due diligence investigation of the Debtors, (b) the negotiation, execution
      and
      delivery of the Definitive Documentation and any amendments thereto, (c)
      participation in the Bankruptcy Court proceedings and Amended Plan formation
      process, (d) the consummation of the transactions contemplated by the Term
      Sheet
      and the Definitive Documentation, (e) making any filings and obtaining any
      approvals which may be required or which may be deemed desirable, such as under
      the Hart-Scott-Rodino Antitrust Improvements Act and any other State or Federal
      law (including without limitation any fees payable in connection with the making
      of such filings or obtaining of such approvals), (f) litigation, contested
      matters or adversary proceedings, relating to the MP Financing or the Chapter
      11
      Cases, in which MP participates subsequent to the execution of this Commitment
      Letter and (g) enforcement of the rights of MP under the Definitive
      Documentation.

     

    3.  Fees.
      In
      connection with the MP Financing, MP will earn a funding fee (the “MP Funding
      Fee”), as provided in the Term Sheet. ATA will also pay MP a break-up fee (the
      “Break-Up Fee”), as provided in the Term Sheet. The obligation to pay the MP
      Funding Fee and any Break-Up Fee as provided herein will be binding upon
      Reorganized ATA in the event any plan of reorganization for ATA is consummated
      regardless of whether such plan of reorganization provides for the payment
      of
      such MP Funding Fee and Break-Up Fee. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Once
      paid, the fees and expenses or any part thereof payable hereunder shall not
      be
      refundable or form the basis of any defense, setoff, or recoupment claim under
      any circumstances, regardless of whether the transactions contemplated by the
      Term Sheet are consummated. All such fees and expenses will be paid in
      immediately available funds. 

     

    4.  Non-Solicitation.
      From
      and
      after
      the execution of this Commitment Letter, the Debtors shall not (absent prior
      written consent from MP, which it may withhold in its sole discretion) directly
      or indirectly (i) solicit, encourage or initiate any negotiations or discussions
      with respect to any investment or restructuring proposals competing with the
      MP
      Financing (including without limitation any other form of debt or equity
      financing transaction, business combination, joint venture, asset sale or other
      transforming transaction involving either of the Debtors) (“Competing
      Proposals”), or (ii) except
      as
      is required by law or order of the Bankruptcy Court, or based on the advice
      of
      counsel, as is required pursuant to the fiduciary duties of the Debtors as
      debtors-in-possession: (A) disclose
      any information to any potential sponsor or proponent of a Competing Proposal
      or
      afford any such person with access to the properties, books or records of the
      Debtors (provided that nothing herein shall be deemed to prohibit the Debtors
      from disclosing information in the ordinary course of their businesses
      consistent with past practices) or (B) participate in any negotiations or
      discussions with respect to a Competing Proposal, or otherwise negotiate with
      or
      cooperate with any person for the purpose of enabling such person to submit
      a
      Competing Proposal. In the event the Debtors receive a Competing Proposal or
      other offer on an unsolicited basis, they shall provide MP with a copy thereof
      no later than one (1) business day after receiving it.

     

    5.  Indemnity.
      Excluding any indemnity claims arising solely from an Indemnified Party’s (as
      defined herein) breach of the Commitment Letter, breach of any other agreements
      between an Indemnified Party and ATA, or among an Indemnified Party and the
      Reorganized Companies, upon execution of the Commitment letter, ATA will agree
      to indemnify and hold harmless MP and its respective affiliates, directors,
      officers, partners, members, participants, employees, agents and assignees
      (including affiliates thereof) (each an “Indemnified Party”) from and against
      any and all losses, claims, damages, liabilities or other expenses to which
      such
      Indemnified Party may become subject, insofar as such losses, claims, damages,
      liabilities (or actions or other proceedings commenced or threatened in respect
      thereof) or other expenses arise out of or in any way relate to or result from
      the MP Financing (whether or not MP’s commitment therefor receives Court
      Approval) or any other agreements or transactions entered into with the Debtors
      or a third party in connection therewith, or in any way arise from any use
      or
      intended use of the Commitment Letter, the Term Sheet or the proceeds of the
      MP
      Financing, and the Debtors or the Reorganized Companies, as the case may be,
      jointly and severally, will reimburse (on an as-incurred monthly basis) each
      Indemnified Party for any legal or other expenses incurred in connection with
      investigating, defending or participating in any such loss, claim, damage,
      liability or action or other proceeding (whether or not such Indemnified Party
      is a party to any action or proceeding out of which indemnified expenses arise),
      but excluding therefrom all expenses, losses, claims, damages and liabilities
      that are finally determined in a non-appealable decision of a court of competent
      jurisdiction to have resulted solely from the gross negligence or willful
      misconduct of such Indemnified Party. In the event of any litigation or dispute
      involving the Commitment Letter and/or the Term Sheet, subject to the foregoing,
      MP shall not be responsible or liable to the Debtors or the Reorganized
      Companies, as the case may be, for any special, indirect, consequential,
      incidental or punitive damages. The obligations of the Debtors or the
      Reorganized Companies under this paragraph (the “Indemnification Obligations”)
      shall remain effective whether or not any of the transactions contemplated
      in
      the Commitment Letter or Term Sheet are consummated, any definitive legal
      documentation is executed and notwithstanding any termination of such Commitment
      Letter or Term Sheet, and shall be binding upon the Debtors, as an
      administrative expense, and upon the Reorganized Companies in the event that
      any
      plan of reorganization of ATA is consummated. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.  Due
      Diligence.
      Upon
      reasonable notice and pursuant to the terms of the Confidentiality Agreement
      entered into between MP and the Debtors, ATA will afford MP full and complete
      access to the books, records and properties of the Debtors and the opportunity
      to discuss the business, affairs and finances of the Debtors with directors,
      officers, employees, accountants, attorneys and representatives of the Debtors
      in order to enable MP and its counsels, consultants, accountants and other
      representatives to each make such investigations of the Debtors and its
      respective businesses as it deems appropriate. ATA agrees that it will cause
      the
      officers and employees of the Debtors, and will request their respective legal
      counsel, consultants, investment bankers and accountants, to cooperate so that
      MP can complete such review, including promptly disclosing to MP any material
      facts known to such parties which has resulted in, or could be expected to
      result in, a Material Adverse Change.

     

    This
      Commitment Letter is being provided by MP in reliance on the following: (i)
      all
      written information and other materials concerning ATA, the Reorganized
      Companies, the Plan and the Amended Plan (the “Information”) which has been, or
      is hereafter, prepared by, or on behalf of, ATA and delivered or made available
      to MP is, or when delivered will be, when considered as a whole, complete and
      correct in all material respects and does not, or will not when delivered,
      contain any untrue statement of material fact or omit to state a material fact
      necessary in order to make the statements contained therein not misleading
      in
      light of the circumstances under which such statements have been made and (ii)
      to the extent that any such Information contains projections, such projections
      were prepared in good faith on the basis of (A) assumptions, methods
      and
      tests which are believed by ATA to be reasonable and (B) information
      believed by ATA to have been accurate based upon the information available
      to
      ATA at the time such projections were furnished to MP . The Debtors will keep
      MP
      apprised of any material Information, including without limitation all such
      Information as may be required to be disclosed to the Committee of Unsecured
      Creditors in the Chapter 11 Cases. 

     

    ATA
      shall
      not issue any press release that references MP, the MP Financing, or the Amended
      Plan without the consent of MP; provided,
      however,
      that if
      ATA has provided to MP a copy of the press release, and MP has not responded
      within three (3) business days, ATA may proceed with issuance of the press
      release.

     

    This
      Commitment Letter and the Term Sheet (a) supersede all prior discussions,
      agreements, commitments, arrangements, negotiations or understandings, whether
      oral or written, of MP and the Debtors with respect thereto; (b) shall be
      governed, except to the extent that the Bankruptcy Code is applicable, by the
      laws of the State of New York, without giving effect to the conflict of laws
      provisions thereof; (c) shall not be assignable by ATA without the prior written
      consent of MP (and any purported assignment without such consent shall be null
      and void); (d) are intended to be solely for the benefit of the parties hereto
      and is not intended to confer any benefits upon, or create any rights in favor
      of, any person other than the parties hereto; and (e) may not be amended or
      waived except by an instrument in writing signed by the Debtors and MP
      .

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Commitment Letter may be executed in any number of counterparts, each of which
      shall be an original, and all of which, when taken together, shall constitute
      one agreement. Delivery of an executed signature page of this Commitment Letter
      by facsimile transmission shall be effective as delivery of a manually executed
      counterpart hereof. 

     

    Notwithstanding
      anything herein to the contrary, the obligations of the Debtors under this
      Commitment Letter and the Term Sheet will be subject to the approval of the
      Bankruptcy Court. ATA will file a motion no later than November 10, 2005,
      seeking Bankruptcy Court approval (“Court Approval”) for the Commitment Letter
      (including payment of expenses and the indemnification obligations as
      administrative expenses and obligations of the ATA estates).

     

    The
      commitment set forth in this Commitment Letter will expire (i) at 5:00pm, New
      York City time, on November 29, 2005, if not theretofore approved by the
      Bankruptcy Court, or (ii) if so approved by the Bankruptcy Court, on December
      1,
      2005, if the amounts payable to MP pursuant to paragraph 2 above for which
      invoices have been submitted to the Debtors have not been received by MP on
      or
      before 5:00 p.m., New York City time, on such date.

     

    If
      the
      foregoing is acceptable, please indicate your acceptance of the terms hereof
      and
      of the Term Sheet by returning to us executed counterparts hereof not later
      than
      5:00 p.m., New York City time, on November 29, 2005, and if not so executed
      and
      returned to us by such time, the offer contained in this Commitment Letter
      will
      lapse and be of no further force or effect. Subject to the foregoing and to
      Court Approval, this Commitment Letter will be binding upon the Debtors and
      MP
      when executed and delivered by them. 

     


    
      
        
          


          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

     

     

     

     

     

                                                              Very
      truly yours, 

                                                              

                                                              MATLINPATTERSON
      GLOBAL

    
      
                                                                  OPPORTUNITIES
          PARTNERS II,
          L.P.

         

                                                                    By: 
/s/
          Robert H. Weiss

                                                                        Name: 
          Robert H.
          Weiss

                                                                        Title: 
          General
          Counsel

      

    

     

                                                              MATLINPATTERSON
      GLOBAL

    
                                                                OPPORTUNITIES
        PARTNERS (Cayman)
        II, L.P.

       

                                                                  By: 
/s/
        Robert H. Weiss

                                                                      Name: 
        Robert H.
        Weiss

                                                                      Title: 
        General
        Counsel

       

       

              Agreed
        and accepted
        on this

              29th
        day of November,
        2005:

       

              ATA
        AIRLINES,
        INC.

       

              By:   /s/
        John G.
        Denison

                   Name:
        John G.
        Denison

                   Title:
        CEO &
        President

       

               By:   /s/
        Francis J.
        Conway

                  
        Name:  Francis
        J. Conway

                  
        Title: Chief
        Financial Officer

          

       

      
                 ATA
          HOLDINGS CORP.

         

                By:   /s/
          John G.
          Denison

                 
          Name: John G.
          Denison

                 
          Title: CEO &
          President

         

                By:   /s/
          Francis J.
          Conway

                 
          Name: 
          Francis J. Conway

                    
          Title: Chief
          Financial Officer

      

       

       

    

    
      
        
          


          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    TERM
      SHEET

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    



    $30,000,000

    MP
      Debtor-in-Possession Credit Facility

    (Payable
      in Common Stock at Plan Effectiveness)

     

     

    For

     

     

    ATA
      Airlines, Inc.

     

     

    And

     

     

    $45,000,000

    Common
      Stock Purchase Commitment

     

    And

     

    $25,000,000

    Purchase
      Commitment in respect of a Rights Offering Transaction for Common
      Stock

     

    To
      be Provided By

    MatlinPatterson
      Global Opportunities Partners II, L.P. and/or MatlinPatterson Global
      Opportunities Partners (Cayman) II, L.P.

    


    For
      Funding a Plan of Reorganization

    For

     

    ATA
      Airlines Inc. and ATA Holdings Corp.

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Term
      Sheet

     

    


    
      
        	
                Borrower

                 

              	
                ATA
                  Airlines, Inc. (the “Borrower”) as a debtor and debtor-in-possession in a
                  case (the “Case” and, together with the bankruptcy case of its parent,
                  ATA
                  Leisure Corp. and ATA Cargo, Inc. the
                  “Cases”) under Chapter 11, Title 11, United States Code (the “Bankruptcy
                  Code”) filed in the United States Bankruptcy Court for the Southern
                  District
                  of Indiana,
                  Indianapolis Division
                  (the “Bankruptcy Court”). The Borrower and its parent - ATA Holdings Corp.
                  (the “Parent”), ATA
                  Leisure Corp. and ATA Cargo, Inc. -
                  are sometimes collectively referred to herein as the “Debtors”.
                  

                 

              
	
                Lender/Investor

                 

              	
                MatlinPatterson
                  Global Opportunities Partners II, L.P. and/or MatlinPatterson Global
                  Opportunities Partners (Cayman) II, L.P. (and/or one or more funding
                  vehicles they may form and capitalize with one or more related
                  or
                  unrelated co-investors) ( “MP”). 

                 

              
	
                Guarantors

                 

              	
                The
                  Parent and the other Debtors other than the Borrower.

                 

              
	
                MP
                  DIP Financing

                 

              	
                An
                  aggregate principal amount of $30,000,000 will be made available,
                  in one
                  or more tranches, on or about December 6, 2005 (the “New DIP Funding
                  Date”), subject to the terms and conditions set forth herein (the “MP DIP
                  Financing” or “DIP Loan”).

                 

              
	
                Cash
                  Repayment; Stock Repayment; DIP Loan Conversion

                 

              	
                Unless
                  theretofore converted into New Common Stock (as defined below)
                  pursuant to
                  the DIP Loan Conversion (as described below), and subject to the
                  next
                  sentence, all principal and accrued interest on the DIP Loan
                  (collectively, the “DIP Loan Obligations”) will become due and payable in
                  cash (the “Cash Repayment Scenario”) upon the earlier to occur of (i) a
                  DIP Loan Event of Default (as defined below), and (ii) March 15,
                  2006. At
                  the option of MP (the “DIP Deferral Option”), repayment of the DIP Loan
                  Obligations may be deferred (the “Deferral Period”) to the effective date
                  of a plan of reorganization (the “Plan” and the “Effective Date”), at
                  which time MP may exchange the DIP Loan Obligations into New Common
                  Stock
                  at the Conversion Ratio (as defined below) (the “DIP Exchange Option”).
                  During the Deferral Period, the DIP Loan Obligations will continue
                  accruing interest on the same basis as prior to the exercise of
                  the DIP
                  Deferral Option. Other obligations (e.g., expense reimbursement)
                  of the
                  Borrower under the MP DIP Financing shall be paid from time to
                  time as
                  incurred, but no less frequently than semi-monthly, as provided
                  in the
                  Commitment Letter to which this Term Sheet is attached.

                 

                If
                  no DIP Loan Event of Default occurs, then subject to the satisfaction
                  of
                  the Plan Conditions, the outstanding principal and interest of
                  the DIP
                  Loan shall be repaid (the “DIP Loan Conversion”) by the issuance to MP on
                  the Effective Date of New Common Stock (as defined below), at a
                  conversion
                  ratio of $10.75 to 1 share of New Common Stock (the “Conversion Ratio”)
                  (i.e. the principal amount of the DIP Loan will be converted into
                  27.9% of
                  the total number of the New Common Stock outstanding on the Effective
                  Date).

                 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Interest
                    Rate

                   

                	
                  Interest
                    on each DIP Loan will accrue from the applicable funding date
                    at the rate
                    of 10% per annum and will be payable on the applicable Maturity
                    Date.
                    

                   

                
	
                  Priority

                   

                	
                  All
                    obligations of the Debtors with respect to the MP DIP Financing
                    will be
                    entitled to superpriority claim status in the Cases, subordinate
                    to that
                    of the existing Southwest Airlines (“Southwest”) debtor-in-possession
                    facility (the “Southwest DIP”) and the ATSB Loan (as defined
                    below).

                   

                
	
                  Security
                    for the MP DIP Financing

                   

                	
                  The
                    MP DIP Financing will be secured by a lien on ATA assets subordinate
                    in
                    all respects to the liens of Southwest and the ATSB. 

                
	
                  Use
                    of Proceeds

                   

                	
                  The
                    proceeds of the MP DIP Financing shall be used for working capital
                    and
                    other general corporate purposes of the Debtors.

                   

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    MP
                      DIP Financing Closing Conditions

                  	
                    No
                      borrowing under the DIP Loan shall be permitted prior to a
                      DIP Loan
                      closing (the “DIP Loan Closing”). Each of the following conditions (the
                      “DIP Loan Closing Conditions”) must be satisfied or waived by MP before
                      the DIP Loan Closing can occur: 

                     

                    (i) The
                      Debtors and MP shall have executed the DIP Loan Documentation
                      (as defined
                      in the Commitment Letter).

                     

                    (ii)
                       The
                      Bankruptcy Court shall have issued an order approving the Commitment
                      Letter, the DIP Loan Documentation and the borrowing of the
                      DIP Loan by
                      ATA.

                     

                    (iii)
                       The
                      Bankruptcy Court shall have issued an order approving the Amended
                      Codeshare Agreement. 

                     

                    (iv)  There
                      shall have been no material adverse change in the business,
                      assets,
                      liabilities (actual and contingent) operations conditions (financial
                      or
                      otherwise) or prospects of the Debtors (a “Material Adverse Change”) since
                      July 31, 2005, including without limitation (i) no amendment
                      to, or
                      termination of, the code-sharing and other existing arrangements
                      between
                      the Borrower and Southwest (the “Codeshare Agreement”), except as approved
                      in writing by MP or except as reflected in the Amended Codeshare
                      Agreement
                      (as defined below); and (ii) no resignation of the senior management
                      and
                      other key employees of the Debtors.

                     

                    (v) The
                      Debtors shall have continued to implement the operating plan
                      for scheduled
                      airline passenger services provided to MP and dated as of October
                      8, 2005,
                      with such revisions as may be approved in writing by MP (“OpPlan
                      6”),
                      as contemplated therein.

                     

                    (vi) MP
                      shall be granted a lien on ATA assets subordinate in all respects
                      to the
                      liens of Southwest and ATSB (the “MP Lien”), and to the extent required,
                      Southwest and ATSB shall have consented to the DIP Loan and
                      MP
                      Lien.

                     

                    (vii) The
                      Debtors shall have filed an amended Plan substantially consistent
                      with
                      “OpPlan 6” (the “Amended Plan”) no later than December 6,
                      2005.

                     

                    (viii)
                       Following
                      discussions between MP, the Debtors and the U.S. Department
                      of
                      Transportation (“DOT”), the DOT shall have advised MP and the Debtors, in
                      writing, that the transactions contemplated hereby are not
                      inconsistent
                      with applicable law and rules and DOT practice.

                     

                    (ix) The
                      Borrower and Southwest shall have executed an Amended and Restated
                      Codeshare Agreement and related documentation on terms acceptable
                      to MP
                      (the “Amended Codeshare Agreement”). 

                     

                    (x) The
                      terms under which the secured claim of the ATSB based on the
                      ATSB Loan
                      Agreement (the “ATSB Loan”) shall be converted on the Effective Date (the
                      “New ATSB Terms”) into long term exit financing shall have been
                      established to the reasonable satisfaction of MP.

                     

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	 	 
	
                      Additional
                        Equity Investment; Rights Offering

                       

                    	
                      On
                        the Effective Date and subject to the satisfaction of the
                        Plan Conditions
                        (one or more of which may be waived by MP), MP will invest
                        $45,000,000
                        (adjusted as provided below) (the “Additional Equity Investment”) in the
                        Parent
                        (or a new holding company that will, as of the Effective
                        Date of the
                        Amended Plan, hold all of the stock of the other debtors,
                        which will also
                        be referred to hereafter as the “Parent”),
                        in consideration of the issuance to it by the Parent, on
                        the terms
                        described in Exhibit
                        A
                        hereto, of shares of common stock of the Parent (the “New Common Stock”).
                        In the event that the outstanding principal amount of the
                        DIP Loan, the MP
                        Funding Fee (as defined below) and interest on the foregoing
                        exceeds
                        $30,000,000 on the Effective Date, the amount of the Additional
                        Equity
                        Investment required to be made by MP will be reduced by the
                        amount of such
                        excess.

                       

                      In
                        addition, it is contemplated that the Amended Plan will provide
                        for the
                        offering of $25,000,000 worth of shares of New Common Stock
                        (the “Rights
                        Offering Shares”) through the mechanism (the “Rights Offering”), in which
                        non-transferable rights (the “Subscription Rights”) shall be issued to
                        holders of allowed unsecured claims against the Debtors who
                        are accredited investors
                        and who meet certain criteria concerning U.S. citizenship
                        (the “Eligible
                        Holders”). Subscription Rights shall entitle each Eligible Holder
                        to
                        purchase a portion of the Rights Offering Shares (in proportion
                        to the
                        respective value of their claims) at a per share price equal
                        to the price
                        paid by MP. The Rights Offering Shares will be subject to
                        dilution, pro
                        rata with MP, in the event the Management Options, the ALPA
                        Options and
                        the Warrants, described below, are exercised. MP will act
                        as the exclusive
                        standby purchaser (the “Standby Purchaser”) of Rights Offering Shares not
                        subscribed by any Eligible Holder (the “Standby Purchase Commitment”) so
                        as to ensure that the Rights Offering, when added to the
                        Additional Equity
                        Investment, generates gross proceeds to the Parent equal
                        to $70,000,000
                        (the “Purchase Commitment”). MP reserves
                        the right to assign or sell a participation in all or any
                        portion of its
                        Standby Purchase Commitment to one or more accredited investors
                        who meet
                        certain criteria concerning U.S. citizenship (including,
                        without
                        limitation, any Eligible Holders), provided that any such
                        assignment or
                        sale will not release MP from its Standby Purchase Commitment
                        hereunder.

                       

                    
	
                      Unsecured
                        Creditors

                       

                    	
                      Assuming
                        agreement is reached with Southwest with respect to the matters
                        described
                        under “Potential Agreement with Southwest”, in addition to having the
                        right to subscribe to all of the Rights Offering Shares,
                        unsecured
                        creditors in Class 6 will receive: (i) shares representing
                        7% of the New
                        Common Stock outstanding on the Effective Date (the “Original Creditor
                        Stock”); (ii) warrants to acquire up to 2% of the New Common Stock
                        outstanding on the Effective Date, at an exercise price per
                        share equal to
                        the price paid by MP and on such other terms acceptable to
                        MP (the
                        “Original Warrants”); and (iii) subject to the next sentence, additional
                        warrants to acquire up to 2% of the New Common Stock outstanding
                        on the
                        Effective Date, at an exercise price per share equal to the
                        price paid by
                        MP and on such other terms acceptable to MP (the “Additional Warrants”,
                        the Original Warrants and the Additional Warrants being referred
                        to
                        collectively herein as the “Warrants”). The Additional Warrants will be
                        issued to the unsecured creditors on the condition that the
                        Eligible
                        Holders subscribe to all of the Rights Offering Shares.

                       

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        Management
                          and Employees

                         

                      	
                        Management
                          will have the right to acquire up to 5%, on a fully diluted
                          basis, of the
                          New Common Stock, through the exercise of stock options
                          (assuming
                          agreement is reached with Southwest with respect to the
                          matters described
                          under “Potential Agreement with Southwest”) (the “Management
                          Options”).

                         

                        Members
                          of ALPA will have the right to acquire up to 4%, on a fully
                          diluted basis,
                          of the New Common Stock, through the exercise of stock
                          options (assuming
                          agreement is reached with Southwest with respect to the
                          matters described
                          under “Potential Agreement with Southwest”) (the “ALPA Options”, the
                          Management Options and the ALPA Options being referred
                          to collectively
                          herein as the “Stock Options”). 

                         

                        The
                          exercise price for the Stock Options will be the same as
                          the purchase
                          price paid by MP for the New Common Stock.

                         

                      
	
                        Dilution

                         

                      	
                        Upon
                          exercise of the Stock Options, all outstanding New Common
                          Stock (including
                          any New Common Stock issued upon exercise of the Warrants)
                          will be diluted
                          on a pro-rata basis.

                         

                      
	
                        Implementation

                         

                      	
                        The
                          DIP Loan Conversion, the Additional Equity Investment and
                          the Purchase
                          Commitment (together with the Exit Loan (as defined below),
                          if made, the
                          “Exit Financing”) will be effected in connection with the implementation
                          of an Amended Plan, and will be subject to the satisfaction
                          or waiver by
                          MP of the conditions to the Effective Date, as mutually
                          agreed by MP and
                          the Debtors (the “Plan Conditions”), which Plan Conditions shall include
                          the conditions set forth on Exhibit
                          B
                          hereto.

                         

                      
	
                        Funding
                          Fees; Breakup Fees

                         

                      	
                        The
                          Debtors will pay to MP a funding fee equal to 3% of the
                          amount available
                          under the Exit Financing (i.e. a fee of $3,600,000, assuming
                          the Exit Loan
                          is made) (the “MP Funding Fee”). The MP Funding Fee will be deemed earned
                          on the date the DIP Loan is made available (i.e., when
                          the DIP Loan
                          Closing Conditions have been met or waived) and treated
                          in the same manner
                          as the principal amount advanced to the Debtors in connection
                          with the MP
                          DIP Financing; accordingly, the MP Funding Fee will accrue
                          interest, and
                          be repayable, in the same manner and on the same dates
                          as such
                          principal.

                         

                        In
                          the event that, without the consent of MP, any person other
                          than MP is
                          selected as the lead investor and plan sponsor in the Debtors
                          (“Lead
                          Investor”), or the Debtors propose or the Bankruptcy Court otherwise
                          confirms a Plan in which MP is not the Lead Investor ,
                          then so long as MP
                          has not breached its obligations hereunder, MP shall be
                          entitled to
                          receive, in addition to the MP Funding Fee, a cash payment
                          equal to 3% of
                          the total amount available under the Additional Equity
                          Investment, the
                          Purchase Commitment and the Exit Loan (i.e. a fee of $2,700,000,
                          assuming
                          the Exit Loan is made) (the “MP Breakup Fee”). 

                         

                      


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                
                  	
                          Representations
                            and Warranties

                           

                        	
                          The
                            Definitive Documentation shall contain representations
                            and
                            warranties usual
                            and customary for transactions of the type contemplated
                            by this Term
                            Sheet, including, without limitation: (i) due organization
                            and
                            qualification; (ii) capitalization; (iii) corporate power
                            and authority
                            (subject to required approvals of the Bankruptcy Court);
                            (iv)
                            enforceability of the transactions; (v) absence
                            of conflicts with
                            laws and material agreements; (vi) title to properties
                            and assets;
                            (vii) compliance with laws and regulations; (viii) payment
                            of taxes and
                            other obligations; (ix) labor matters and employee benefit
                            plans; (x)
                            maintenance of assets and insurance, (xi) material contracts
                            and
                            commitments; (xii) financial condition, including accuracy
                            of financial
                            statements and absence of undisclosed liabilities; (xiii)
                            absence of any
                            material adverse change; and (xiv) legal proceedings
                            (other than as
                            disclosed).

                           

                        
	
                          Affirmative
                            Covenants

                           

                        	
                          The
                            Definitive Documentation shall contain affirmative covenants usual
                            and customary for transactions of the type contemplated
                            by this Term
                            Sheet, including, without limitation: (i) delivery of
                            periodic financial
                            statements, including weekly cash flow statements and
                            other financial
                            information reasonably requested by MP; (ii) weekly
                            (or on such other
                            periodic basis as such information is collated for management)
                            reports of
                            operating data, including, for example, advance ticket
                            sales and bookings,
                            yield and load numbers, and number of aircraft flying;
                            (iii) conduct of
                            business and existence; (iv) maintenance of assets and
                            insurance; (v)
                            prompt notification of any material event or litigation;
                            (vi) immediate
                            notification of any Event of Default (such notification
                            to be received by
                            MP in no event later than one business day following
                            the occurrence of
                            such Event of Default); and (vii) inspection of
                            assets, books and
                            records, and reasonable access to management personnel.

                           

                        
	
                          Negative
                            Covenants

                           

                        	
                          The
                            Definitive Documentation shall contain negative covenants usual
                            and customary for transactions of the type contemplated
                            by this Term
                            Sheet, including, without limitation, restrictions on:
                            (i) additional
                            indebtedness; (ii) dividends and repayment of existing
                            debt;
                            (iii) sale of aircraft, engines or parts (including
                            sale-leasebacks),
                            business units, landing slots or other assets; (iv) new leases
                            and unscheduled lease payments; (v) unscheduled pension
                            payments; (vi)
                            liens and negative pledge clauses; (vii) acquisitions,
                            capital
                            expenditures outside the ordinary course and investments;
                            (viii)
                            transactions with insiders; (ix) any imposition by the
                            Debtors of
                            surcharges under Section 506(c) of the Bankruptcy Code;
                            and (x) any new
                            claims entitled to a superpriority under Section 364(c)(1)
                            of the
                            Bankruptcy Code.

                           

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    	
                            Events
                              of Default and Remedies

                             

                          	
                            The
                              Definitive Documentation shall contain Events of Default
                              with respect to
                              the MP DIP Financing usual and customary for transactions
                              of the type
                              contemplated by this Term Sheet (each, a “DIP Loan Event of Default”),
                              including without limitation: (i) selection of any
                              persons other than MP
                              as the Lead Investor; (ii) the Amended Plan is not
                              confirmed by the
                              Bankruptcy Court on or before January 31, 2006 (the
“Plan Confirmation
                              Date”); (iii) the Amended Plan is further amended, in a
                              manner which
                              materially adversely effect MP, without MP’s consent; (iv) the Plan
                              Conditions are not satisfied or waived on or before
                              February 28, 2006; (v)
                              the expiration or termination of the Debtors’ Plan exclusivity period;
                              (vi) violation of any covenant (after notice and cure
                              periods, where
                              customary); (vii) material inaccuracy of representations
                              and warranties
                              when made or deemed to be made; (viii) any event of
                              default occurring
                              under any material agreements and indebtedness; (ix)
                              asserted invalidity
                              by the Debtors or any guarantor of any loan documentation
                              or security
                              interest in favor of MP; (x) any Material Adverse Change,
                              (xi) cross
                              default of the MP DIP Financing to any obligations
                              of the Debtors under
                              the Investment Agreement; and (xii) failure of operating
                              and financial
                              performance of the Debtors to be substantially in accordance
                              with the
                              progress points and the metrics set forth in the Business
                              Plan
                              and the OpPlan
                              6.

                             

                            Upon
                              the occurrence of an Event of Default, MP may take
                              any or all of the
                              following actions: (i) declare the DIP Loan Obligations
                              to be due and
                              payable; (ii) terminate any further commitment to lend
                              to the Borrower;
                              and (iii) exercise any other rights and remedies of
                              a secured
                              creditor.

                             

                          
	
                            Potential
                              Agreement with Southwest

                             

                          	
                            MP
                              and the Debtors are currently engaged in discussions
                              with Southwest
                              concerning possible amendment of the Codeshare Agreement.
                              If those
                              discussions result in an Amended Codeshare Agreement
                              between the Borrower
                              and Southwest, then it is anticipated that (1) Southwest
                              would be released
                              from its current commitment to invest $30 million in
                              the Parent in
                              exchange for preferred stock convertible into 27.5%
                              of the Parent’s common
                              stock (“the Southwest Investment Commitment”); and (2) MP would loan to
                              the Reorganized Companies on the Effective Date, in
                              addition to the other
                              amounts to be made available pursuant to this Term
                              Sheet, $20 million (the
                              “Exit Loan”), subject to the granting to MP of appropriate collateral
                              security in the assets of the Reorganized Companies
                              and on other terms to
                              be established, for the purpose of enabling the Reorganized
                              Companies to
                              repay amounts outstanding under the Southwest DIP.


                             

                          


                  

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    	
                            Governing
                              Law

                             

                          	
                            This
                              Term Sheet and the Definitive Documentation shall be
                              governed by the laws
                              of the State of New York (other than any conflict of
                              laws rules thereof
                              which would lead to the application of the laws of
                              any other
                              jurisdiction). During the pendency of the Cases, any
                              dispute concerning
                              the Term Sheet or any Definitive Documentation shall
                              subject to the
                              exclusive jurisdiction of the Bankruptcy Court.

                             

                          
	
                            Confidentiality

                             

                          	
                            The
                              existence and the terms of this Term Sheet shall remain
                              confidential until
                              filed in the Cases or disclosed to parties-in-interest
                              under appropriate
                              conditions of confidentiality.

                             

                          
	
                            Due
                              Diligence

                             

                          	
                            The
                              Debtor shall cooperate with MP to enable it to perform
                              a due diligence
                              investigation of the Debtors prior to the Effective
                              Date.

                             

                          
	 	 


                  

                

              

            

          

        

      

    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      A

    to
      

    Term
      Sheet

     

    Terms
      of Issuance of New Common Stock to MP

     

     

    1.
      Assuming agreement is reached with Southwest with respect to the matters
      described under “Potential Agreement with Southwest”, the number of shares of
      New Common Stock issuable to MP upon the DIP Loan Conversion and the Additional
      Equity Investment will be equal to 69.75% of the total number of shares of
      new
      common stock of the Parent outstanding on the Effective Date. The balance of
      shares outstanding on the Effective Date will be held as follows: (1) 23.25%
      by
      the Eligible Holders and/or MP in the form of Rights Offering Shares, and (2)
      7%
      by the unsecured creditors in the form of the Original Creditor Stock.


     

     

    Upon
      exercise of all of the Warrants (assuming the condition to the issuance of
      the
      Additional Warrants is met) and the Stock Options, the outstanding share capital
      of the Parent would be held as follows: (1) 60.93% by MP, (2) 20.31% by the
      Eligible Holders and/or MP in the form of Rights Offering Shares, (3) 6.12%
      by
      unsecured creditors in the form of the Original Creditor Stock, (4) 3.64% by
      unsecured creditors following exercise of the Warrants, (5) 5% by Parent’s
      management following exercise of the Management Options, and (6) 4% by members
      of ALPA following exercise of the ALPA Options.

     

     

    In
      the
      event that an agreement is not reached with Southwest, then each of the
      foregoing share percentages will be diluted by 27.5%.

     

    2.
      Assuming agreement is reached with Southwest with respect to the matters
      described under “Potential Agreement with Southwest”, MP will have the right to
      appoint at least five of seven members of the Parent’s initial Board of
      Directors and an equivalent proportion of members of the Board of Directors
      of
      each of the Operating Subsidiaries. The remaining Directors on the initial
      Board
      of Directors will be appointed as follows: one by the Parent’s current
      management team, and (subject to the agreement of MP, and with respect to the
      initial Board of Directors only) one by the Unsecured Creditors’ Committee of
      the Debtors after consultation with those parties subscribing to a majority
      of
      the Rights Offering Shares. In the event that an agreement is not reached with
      Southwest, then one of the five members of the Board of Directors that would
      have been appointed by MP will be appointed by Southwest.

     

    3.
      In the
      event MP is not the Lead Investor and exercises its DIP Exchange Option, it
      shall be entitled to certain minority shareholder protections to be established
      in the Definitive Documentation including without limitation the right to
      appoint at least two of seven members of the Parent’s Board of
      Directors.

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Exhibit
      B

    to
      

    Term
      Sheet

     

    Plan
      Conditions

     

    The
      Plan
      Conditions shall include the following:

     

    
      	
              1.

            	
              The
                Bankruptcy Court shall have entered an order confirming the Amended
                Plan
                no later than January 31, 2006, having previously entered an order
                approving such Amended Plan and a related disclosure statement in
                form and
                substance reasonably satisfactory to MP, and such orders, once entered,
                shall not have been modified without MP’s prior written consent, reversed
                or vacated, and each such order shall be in effect and not be
                stayed.

            


    

     

    2.
      The
      Amended Codeshare Agreement shall have become effective (or will become
      effective as of the Effective Date), and shall not have been further amended
      without MP’s written consent.

     

    
      	
              3.

            	
              The
                ATSB Loan shall have been converted into long-term financing for
                the
                Parent and/or the Operating Subsidiaries on the basis of the New
                ATSB
                Terms, and the Southwest DIP shall have been converted into long-term
                financing for the Parent and/or the Operating Subsidiaries, all in
                form
                and substance reasonably satisfactory to MP.


            


    

     

    
      	
              4.

            	
              There
                shall be no pending or threatened strike, work stoppage or slow down
                or
                other labor action which could materially disrupt the normal operations
                of
                the Parent or the Operating Subsidiaries.

            


    

     

    
      	
              5.

            	
              The
                Borrower’s aircraft leases shall have been amended by agreement or by
                order of the Bankruptcy Court (in form and substance reasonably
                satisfactory to MP) substantially in accordance with the schedule
                for such
                amendments heretofore delivered by the Debtors to MP
                and in accordance with OpPlan
                6.

            


    

     

    
      	
              6.

            	
              No
                members of the senior management of the Debtors or other key employees
                of
                the Debtors shall have resigned or otherwise had their employment
                with the
                Debtors terminated, and the Debtors and (to the extent this condition
                has
                not been fulfilled as of the closing of the MP DIP Loan) such employees
                shall have entered into agreements in form and substance satisfactory
                to
                MP with respect to retention of such employees by the Parent or the
                Operating Subsidiaries following the effective date of an Amended
                Plan.

            


    

     

    
      	
              7.

            	
              All
                aspects of the approval process for the Amended Plan shall be reasonably
                satisfactory to MP, and any further amendment to the Amended Plan
                shall be
                approved by MP. 

            


    

     

    
      	
              8.

            	
              All
                waiting periods imposed by applicable Law (including, without limitation,
                under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
                amended, if applicable) in connection with the consummation of the
                Amended
                Plan and the implementation of the Exit Financing shall have expired
                or
                been terminated without any action having been taken by any court
                of
                competent jurisdiction restraining, preventing or imposing materially
                adverse conditions upon such transactions, and the Debtors and MP
                shall
                have received all material regulatory approvals required for the
                consummation of the Amended Plan and the implementation of the Exit
                Financing and for the reorganized Debtors to continue to carry on
                their
                businesses without material change, each of which approvals shall
                have
                become final.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              The
                Debtors and MP shall have received all material contractual consents,
                approvals, permits, authorizations, exemptions, consents, licenses
                and
                agreements from third parties that are necessary for the consummation
                of
                the Amended Plan and the implementation of the Exit Financing and
                for the
                reorganized Debtors to continue to carry on their businesses without
                material change, none of which shall contain any condition or restriction
                that, in MP’s reasonable judgment, materially impairs the reorganized
                Debtors’ ability to carry on their respective
                businesses.

            


    

     

    
      	
              10.

            	
              Such
                transaction documents as MP reasonably determines to be necessary
                to
                consummate the Amended Plan and to implement the Exit Financing
                (“Transaction Documents”) shall have been prepared, negotiated and, to the
                extent applicable, executed by the applicable parties, and approval
                by the
                Bankruptcy Court of such documents, as necessary, shall have been
                obtained. All such Transaction Documents (in form and substance reasonably
                satisfactory to MP), to the extent applicable, shall be in effect,
                shall
                not have been modified without MP’s consent and the consummation of the
                transactions contemplated thereby shall not be stayed, and all conditions
                to the obligations of the parties under such Transaction Documents
                shall
                have been satisfied or effectively waived.

            


    

     

    
      	
              11.

            	
              All
                corporate and other proceedings to be taken by the Debtors in connection
                with the Transaction Documents and the consummation of the transactions
                contemplated thereby and by the Amended Plan and all documents incident
                thereto shall have been completed in form and substance reasonably
                satisfactory to MP, and MP shall have received all such counterpart
                originals or certified or other copies of the Transaction Documents
                and
                such other documents as it may reasonably
                request.

            


    

     

    
      	
              12.

            	
              Since
                the date of this Term Sheet, (A) no law shall have been promulgated,
                enacted or entered that restrains, enjoins, prevents, materially
                delays,
                prohibits or otherwise makes illegal the performance of any of the
                Transaction Documents or the consummation of any of the transactions
                contemplated thereby or by the Amended Plan; (B) no preliminary or
                permanent injunction or other order by any governmental entity that
                restrains, enjoins, prevents, delays, prohibits or otherwise makes
                illegal
                the performance of any of the Transaction Documents or the consummation
                of
                any of the transactions contemplated thereby or by the Amended Plan
                shall
                have been issued and remain in effect; and (C) no governmental entity
                shall have instituted any proceeding that seeks to restrain, enjoin,
                prevent, delay, prohibit or otherwise make illegal the performance
                of any
                of the Transaction Documents or the consummation of any of the
                transactions contemplated thereby or by the Amended
                Plan.

            


    

     

    
      	
              13.

            	
              The
                Articles
                of
                Incorporation and By-Laws of the Parent and the Operating Subsidiaries
                shall be in form and substance reasonably satisfactory to MP, and
                each
                such Articles
                of
                Incorporation shall have been filed with and accepted by the Secretary
                of
                State of the State of Indiana
                and shall have become
                effective.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              The
                persons designated by MP to become directors of the Parent and its
                Operating Subsidiaries shall have been elected or appointed to their
                respective Boards of Directors effective as of the Effective Date,
                and
                directors’ and officers’ liability insurance shall be available to such
                directors on terms and in an amount of coverage reasonably satisfactory
                to
                MP.

            


    

     

    
      	
              15.

            	
              The
                representations and warranties of the Debtors set forth in the Definitive
                Documentation shall be true and complete in all material respects
                as of
                the Effective Date.

            


    

     

    
      	
              16.

            	
              No
                Material Adverse Change shall have occurred with respect to the Parent
                or
                the Operating Subsidiaries since the New DIP Funding
                Date.

            


    

     

    
      	
              17.

            	
              There
                shall be no threatened or pending suit, action, investigation, inquiry
                or
                other proceeding by or before any court of competent jurisdiction
                (excluding the Cases or any other proceeding disclosed by the Debtors
                to
                MP in writing prior to the execution of this Term Sheet) which is
                likely
                to have a material adverse effect on the Debtors or materially impair
                MP’s
                ability to realize the benefits and value of its investment in the
                Parent
                or the anticipated operation of the Operating
                Subsidiaries.

            


    

     

    
      	
              18.

            	
              Immediately
                after the Effective Date, the Parent and the Operating Subsidiaries
                shall
                be in compliance with the applicable statutory, regulatory and
                interpretive restrictions regarding foreign ownership or control
                of U.S.
                air carriers, it being understood that MP will use commercially best
                efforts to obtain a favorable determination by the DOT with respect
                to its
                proposed investment in the Parent.

            


    

     

    
      	
              19.

            	
              The
                Debtors shall have achieved certain operational and financial benchmarks
                to be agreed to by the Debtors and MP in connection with the formulation
                of the Amended Plan,
                including those benchmarks established in OpPlan 6.

            


    

     

    
      	
              20.

            	
              The
                DIP Loan Closing Conditions shall have been met or
                waived.

            


    

     

    
      	
              21.

            	
              Such
                other conditions as are usual and customary for investments by equity
                plan
                sponsors in companies exiting from
                bankruptcy.