Attention:
Michael L. Meyer
Official Committee of Unsecured Creditors of Mesaba Aviation, Inc.
c/o BAE Systems Regional Aircraft
13850 McLearen Road
Herndon, VA 20171
E-mail Address: 
Attention:
Hamish Davidson
Squire, Sanders & Dempsey L.L.P.
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Fax No.: (602) 253-8129
E-mail Address:

Attention:
Craig D. Hansen
Haynes and Boone, LLP
1221 McKinney Street, Suite 2100
Houston, Texas 77010
Fax (713) 236 5408
E-Mail address: 
Attention:
Kenric D. Kattner
If to Buyer:
Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, MN 55121
Fax No.:
(612) 726-3416
E-mail Address:

Attention: David Davis, Senior Vice President - Finance
with copies to each of:
Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, MN 55121
37
Fax No.:
(612) 726-7123
E-mail Address:

Attention:
Michael L. Miller, Vice President - Law and Secretary
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY 10004
Fax No.:
(212) 422-4726
E-mail Address:

Attention:
Kenneth A. Lefkowitz
8.5
ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS; PROVIDED, HOWEVER, THAT NEITHER
THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE
ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY (EXCEPT THAT BUYER MAY ASSIGN, WITHOUT THE CONSENT OF THE COMPANY,
(A) ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND ANY OTHER
TRANSACTION DOCUMENT TO ANY AFFILIATE OF BUYER, ANY OF WHOM MAY ENFORCE ITS
RIGHTS AND REMEDIES IN CONNECTION WITH ANY SUCH ASSIGNMENT, INCLUDING THE RIGHT
TO ACQUIRE THE NEW SHARES, IT BEING AGREED THAT NO SUCH ASSIGNMENT SHALL RELIEVE
BUYER OF ITS OBLIGATIONS HEREUNDER AND (B) ALL OF ITS RIGHTS AND OBLIGATIONS
UNDER SECTION 1.7 TO PARENT).
ANY PURPORTED ASSIGNMENT OR DELEGATION IN
VIOLATION OF THIS AGREEMENT SHALL BE NULL AND VOID AB INITIO.
8.6
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS (INCLUDING THE SCHEDULES AND EXHIBITS HERETO AND THERETO) EMBODIES THE
ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY AND MERGES IN, SUPERSEDES AND CANCELS ALL PRIOR
WRITTEN OR ORAL COMMITMENTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT
THERETO, INCLUDING THE SUMMARY OF TERMS, DATED DECEMBER 20, 2006 BETWEEN THE
COMPANY AND BUYER.
THERE ARE NO RESTRICTIONS, AGREEMENTS, PROMISES, WARRANTIES,
COVENANTS OR UNDERTAKINGS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY
OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.
8.7
MODIFICATIONS, AMENDMENTS AND WAIVERS.
THIS AGREEMENT MAY NOT BE
MODIFIED OR AMENDED EXCEPT BY AN INSTRUMENT OR INSTRUMENTS IN WRITING SIGNED BY
EACH PARTY HERETO.
IN ADDITION, THE PARTIES AGREE THAT ANY MODIFICATION OR
AMENDMENT OF ANY OF SCHEDULE 1.1(D), SCHEDULE A-2, AND SCHEDULE A-3, SHALL
REQUIRE THE PRIOR WRITTEN CONSENT OF LEGAL OR FINANCIAL ADVISORS OF THE COMPANY
COMMITTEE.
ANY PARTY HERETO MAY, ONLY BY AN INSTRUMENT IN WRITING, WAIVE
COMPLIANCE BY