Exhibit 10.6
[CONFIDENTIAL TREATMENT
REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION]
AGREEMENT
THIS AGREEMENT
is entered into as of August 29,
2005, between MAIR Holdings, Inc., a Minnesota corporation
(“MAIR”), and Northwest Airlines, Inc., a Minnesota
corporation (“Northwest”).
WHEREAS , contemporaneous with the execution of this
Agreement, Mesaba Aviation, Inc., a wholly-owned subsidiary of MAIR
(“Mesaba”), and Northwest have entered into an Airline
Services Agreement (the “ASA”) pursuant to which Mesaba
has agreed to provide certain regional airline services to
Northwest; and
WHEREAS , Northwest is the beneficial owner of warrants
(the “Original Warrants”) to purchase an aggregate of
4,151,922 shares of common stock, par value $0.01 per share, of
MAIR (the “Common Stock”); and
WHEREAS , as partial inducement for Northwest to enter
into the ASA, MAIR has agreed to (i) issue to Northwest an amended
and restated warrant (the “New Warrant”) that amends
the terms of the Original Warrants by reducing the number of shares
of Common Stock issuable to Northwest upon exercise of the New
Warrant, adjusts the exercise price of such New Warrant, modifies
the vesting schedule and extends the term of the Original Warrants;
(ii) provide an initial capital contribution to Mesaba Aviation,
Inc.; (iii) grant certain rights to Northwest concerning
MAIR’s Board of Directors and management; and (iv) certain
other related matters, all on the terms and subject to the
conditions set forth herein; and
WHEREAS , in return for MAIR’s obligations
hereunder, Northwest has agreed to grant certain pass privileges to
MAIR’s employees in accordance with Exhibit F to the ASA, and
to affirmatively acknowledge MAIR’s right to undertake
certain airline business opportunities with certain of MAIR’s
subsidiaries; and
WHEREAS , the execution and delivery of this Agreement
is a condition to MAIR and Northwest entering into the
ASA.
NOW, THEREFORE
, in consideration of the premises
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, MAIR and Northwest do
hereby agree as follows:
1.
Term of
Agreement . The
rights and obligations created pursuant to this Agreement shall
become effective as of the Effective Date of the ASA (as such date
is defined in the ASA) and shall terminate upon termination of the
ASA.
2.
Delivery of New
Warrant .
Contemporaneous with the execution of the ASA and this Agreement,
MAIR shall execute and deliver to Northwest the New Warrant in the
form attached hereto as Exhibit A.
