TO THE FUNDING RULES OF
SECTION 412 OF THE CODE OR SECTION 302 OF ERISA, EXCEPT AS DISCLOSED IN BUSINESS
PLAN 3.1 OF THE COMPANY (CONSISTING OF THE FOLLOWING DOCUMENTS: INVESTOR
PRESENTATION DATED JANUARY 2007, LABOR PRESENTATION DATED JANUARY 2007 AND
PASSENGER REVENUE SUPPORT BP 3.0 DATED JANUARY 19, 2007) (THE "BUSINESS PLAN"),
AS OF THE DATE HEREOF, NO "ACCUMULATED FUNDING DEFICIENCY" AS DEFINED IN SECTION
412 OF THE CODE AND SECTION 402 OF THE PENSION PROTECTION ACT OF 2006 EXISTS,
AND, AS OF DECEMBER 31, 2006, THE AGGREGATE PRESENT VALUE OF ALL BENEFITS
ACCRUED UNDER SUCH PLANS DETERMINED USING ACTUARIAL ASSUMPTIONS CONSISTENT WITH
SECTION 402 OF THE PENSION PROTECTION ACT OF 2006 EXCEEDED THE
14
AGGREGATE FAIR MARKET VALUE OF THE ASSETS OF SUCH PLANS (EXCLUDING FOR THESE
PURPOSES ACCRUED BUT UNPAID CONTRIBUTIONS) BY APPROXIMATELY $277 MILLION.
(X)
ACCOUNTING CONTROLS.
THE COMPANY AND ITS SUBSIDIARIES MAINTAIN
SYSTEMS OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE
ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATIONS; (II) TRANSACTIONS ARE RECORDED AS NECESSARY
TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET ACCOUNTABILITY; (III)
ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(Y)
INSURANCE.
THE COMPANY AND ITS SUBSIDIARIES HAVE INSURANCE
COVERING THEIR RESPECTIVE PROPERTIES, OPERATIONS, PERSONNEL AND BUSINESSES,
INCLUDING BUSINESS INTERRUPTION INSURANCE, WHICH INSURANCE IS IN AMOUNTS AND
INSURES AGAINST SUCH LOSSES AND RISKS AS ARE CUSTOMARY FOR COMPANIES WHOSE
BUSINESSES ARE SIMILAR TO THE COMPANY AND ITS SUBSIDIARIES; AND, AS OF THE DATE
HEREOF, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS (I) RECEIVED NOTICE
FROM ANY INSURER OR AGENT OF SUCH INSURER THAT CAPITAL IMPROVEMENTS OR OTHER
EXPENDITURES ARE REQUIRED OR NECESSARY TO BE MADE IN ORDER TO CONTINUE SUCH
INSURANCE OR (II) ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE AT REASONABLE COST FROM SIMILAR INSURERS AS MAY BE NECESSARY TO
CONTINUE ITS BUSINESS.
(Z)
NO UNLAWFUL PAYMENTS.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES NOR, TO THE BEST KNOWLEDGE OF THE COMPANY, ANY DIRECTOR, OFFICER,
AGENT, EMPLOYEE OR OTHER PERSON ASSOCIATED WITH OR ACTING ON BEHALF OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES HAS (I) USED ANY CORPORATE FUNDS FOR ANY
UNLAWFUL CONTRIBUTION, GIFT, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSE RELATING TO
POLITICAL ACTIVITY, (II) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY
FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR EMPLOYEE FROM CORPORATE FUNDS, (III)
VIOLATED OR IS IN VIOLATION OF ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES
ACT OF 1977 OR (IV) MADE ANY BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK
OR OTHER UNLAWFUL PAYMENT.
(AA)
NO RESTRICTIONS ON CERTAIN DIVIDENDS AND OTHER PAYMENTS.
SUBJECT
TO THE BANKRUPTCY CODE, NORTHWEST