NOT FILED THE AGREEMENT MOTION WITH THE BANKRUPTCY
COURT BY FEBRUARY 15, 2007;
(II)
IF THE BANKRUPTCY COURT HAS NOT ENTERED THE AGREEMENT ORDER BY
MARCH 30, 2007, BUT IN NO EVENT LATER THAN THE DATE THE BANKRUPTCY COURT
APPROVED THE DISCLOSURE STATEMENT; OR
(III)
IF THE PURCHASE AND SALE CONTEMPLATED BY SECTION 2(A) HAVE NOT OCCURRED
BY JUNE 30, 2007.
(B)
THE INVESTOR MAY TERMINATE THIS AGREEMENT:
(I)
IF THE BACKSTOP FEE HAS NOT BEEN PAID BY THE FIRST BUSINESS DAY AFTER
THE TENTH DAY FOLLOWING THE ENTRY OF THE AGREEMENT ORDER;
(II)
IF ANY EXPIRATION TIME FEE HAS NOT BEEN PAID AS REQUIRED BY SECTION
1(G);
29
(III)
UPON THE FAILURE OF ANY OF THE CONDITIONS SET FORTH IN SECTION 7 TO BE
SATISFIED, WHICH FAILURE IS INCAPABLE OF CURE BY JUNE 30, 2007;
(IV)
IF THE COMPANY MAKES A PUBLIC ANNOUNCEMENT, ENTERS INTO AN AGREEMENT OR
FILES ANY PLEADING OR DOCUMENT WITH THE BANKRUPTCY COURT EVIDENCING ITS
INTENTION TO SUPPORT, OR OTHERWISE SUPPORTS, ANY COMPETING TRANSACTION; OR
(V)
IF THERE SHALL HAVE OCCURRED ANY ACT OF TERRORISM, OR A CREDIBLE THREAT,
ATTEMPT OR CONSPIRACY WITH RESPECT TO AN ACT OF TERRORISM, RELATING TO A MAJOR
COMMERCIAL AIRPORT IN THE UNITED STATES, WESTERN EUROPE OR ON THE COMPANY'S
ROUTE SYSTEM OR WITH RESPECT TO A UNITED STATES, WESTERN EUROPEAN OR ASIAN
COMMERCIAL AIRCRAFT ON THE COMPANY'S ROUTE SYSTEM, WHICH ACT, THREAT, ATTEMPT OR
CONSPIRACY CAUSES THE FEDERAL AVIATION ADMINISTRATION (OR OTHER APPLICABLE
NON-U.S. REGULATORY ENTITY) TO (I) CLOSE ANY MAJOR UNITED STATES, WESTERN
EUROPEAN OR ASIAN COMMERCIAL AIRPORT ON THE COMPANY'S ROUTE SYSTEM FOR A PERIOD
OF AT LEAST 48 HOURS, (II) GROUND UNITED STATES DOMESTIC COMMERCIAL FLIGHTS FOR
A PERIOD OF AT LEAST 48 HOURS OR (III) GROUND NORTHWEST AIRLINES COMMERCIAL
FLIGHTS FOR A PERIOD OF AT LEAST 48 HOURS, AND THE INVESTOR CONCLUDES IN ITS
REASONABLE JUDGMENT THAT IT IS INADVISABLE TO PROCEED WITH THE PURCHASE OF THE
ECA SHARES OR THE REOFFER THEREOF.
(C)
THE COMPANY MAY TERMINATE THIS AGREEMENT AT ANY TIME PRIOR TO THE
ENTRY OF THE AGREEMENT ORDER, BY GIVING WRITTEN NOTICE TO THE INVESTOR OF ITS
DETERMINATION NOT TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED HEREBY,
WHEREUPON THIS AGREEMENT WILL TERMINATE.
(D)
IF THIS AGREEMENT IS TERMINATED BY THE COMPANY PURSUANT TO SECTION
10(C), OR IF THIS AGREEMENT TERMINATED AUTOMATICALLY PURSUANT TO SECTION
10(A)(I) OR (II) AND AT THE TIME OF SUCH TERMINATION THE INVESTOR IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ITS OBLIGATIONS UNDER THIS AGREEMENT,
THEN, SUBJECT TO THE APPROVAL OF THE BANKRUPTCY COURT, THE COMPANY SHALL PAY THE
INVESTOR $7,500,000 (THE "TERMINATION FEE"), AND, IN ANY EVENT, THE COMPANY
SHALL PAY TO THE INVESTOR ANY TRANSACTION EXPENSES AND ANY OTHER AMOUNTS
CERTIFIED BY THE INVESTOR TO BE DUE AND PAYABLE HEREUNDER THAT HAVE NOT BEEN
PAID THERETOFORE.
PAYMENT OF THE AMOUNTS DUE UNDER THIS SECTION 10(D) WILL BE
MADE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT OR ACCOUNTS
SPECIFIED BY THE INVESTOR AT LEAST