Exhibit A.
WHEREAS, MAIR Holdings, Inc., a Minnesota corporation ("Parent") is the sole
owner of the Company's issued and outstanding shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock").
WHEREAS, the Company filed on October 13, 2005 (the "Company Petition Date"), a
voluntary petition (the "Company Case") for relief under chapter 11 of Title 11
of the United States Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy
Code") in the United States Bankruptcy Court for the District of Minnesota (the
"Company Bankruptcy Court");
WHEREAS, on September 14, 2005, Buyer and certain of its Affiliates filed a
voluntary petition (the "Buyer Case") for relief under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the Southern District
of New York (the "Buyer Bankruptcy Court");
WHEREAS, the Company intends to seek the entry of an order of the Company
Bankruptcy Court (the "Company Confirmation Order") to approve the restructuring
of the Company pursuant to a plan of reorganization, substantially in the form
attached hereto as Exhibit B (the "Plan", and such restructured Company,
"Reorganized Company"), including the approval of this Agreement and the
authorization of the Company to consummate the transactions contemplated hereby
and thereby, and Buyer intends to seek the entry of an order of the Buyer
Bankruptcy Court to approve this Agreement, the Allowed Claim and the
authorization of Buyer to consummate the transactions contemplated hereby (the
"Buyer Approval Order");
WHEREAS, the Official Committee of Unsecured Creditors of the Company (the
"Company Committee") has agreed to submit a letter of support with respect to
the Plan to be mailed to all creditors of the Company along with the Disclosure
Statement and ballots; and
WHEREAS, pursuant to the Plan, the Company desires to sell to Buyer new shares
of common stock representing 100 percent of the ownership interests of the
Reorganized Company and to cancel the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual representations,
warranties, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
CANCELLATION AND PURCHASE AND SALE OF SHARES
1.1
CANCELLATION AND PURCHASE AND SALE.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, AT OR PRIOR TO THE CLOSING AND PURSUANT TO THE PLAN (I) ALL COMPANY
EQUITY SHALL, WITHOUT ANY ACTION ON THE PART OF THE HOLDER THEREOF, CEASE TO BE
OUTSTANDING, SHALL BE CANCELLED AND RETIRED AND SHALL CEASE TO EXIST AND (II)
REORGANIZED COMPANY SHALL ISSUE AND SELL TO BUYER AND BUYER SHALL PURCHASE FROM
REORGANIZED COMPANY 1,000 DULY AND VALIDLY AUTHORIZED AND ISSUED, FULLY PAID AND
NONASSESSABLE SHARES (THE "NEW SHARES") OF COMMON STOCK, PAR VALUE $.01 PER
SHARE (THE "NEW COMMON STOCK") OF REORGANIZED COMPANY, FREE AND CLEAR OF ALL
LIENS.
THE TRANSACTIONS REFERRED TO IN THE FOREGOING CLAUSE (I) ARE HEREIN
REFERRED TO AS THE "EQUITY CANCELLATION" AND