Common use of EXCEPTIONS TO APPLICABILITY OF CERTAIN COVENANTS Clause in Contracts

EXCEPTIONS TO APPLICABILITY OF CERTAIN COVENANTS. Notwithstanding the foregoing, in the event (i) (x) any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than KLM and its Affiliates), either publicly or in a communication to the NWA Corp. Board of Directors, makes on an unsolicited basis a Business Combination Proposal, (y) the NWA Corp. Board of Directors adopts a resolution recommending acceptance of such Business Combination Proposal, and (z) such resolution remains in effect, or (ii) the NWA Corp. Board of Directors shall publicly announce that it has decided to sell NWA Corp. or Northwest Airlines, Inc. and will consider proposals for the acquisition of NWA Corp. or Northwest Airlines, Inc. or has otherwise publicly stated that NWA Corp. or Northwest Airlines, Inc. is for sale, then the provisions of Sections 2.1 through 2.5, in the case of clause (i), shall not apply to any KLM Business Combination Proposal commenced during the pendency of such Business Combination Proposal and, in the case of clause (ii), shall not apply until the NWA Corp. Board of Directors shall publicly announce that it has rescinded its decision to sell NWA Corp. or Northwest Airlines, Inc.; PROVIDED, that in determining whether to adopt any resolution described in clause (i)(y) of this paragraph that includes approval of a "break-up" fee, "lock-up" option or other similar arrangement, and in determining whether to adopt any resolution waiving, rescinding or otherwise declaring inapplicable the provisions of the Rights Agreement of NWA Corp. dated as of November 16, 1995, as amended, as it may relate to such Business Combination Proposal, the NWA Corp. Board of Directors shall give due consideration to the likelihood that in light of the strategic alliance between KLM and NWA Corp. as contemplated by the Alliance Implementation Agreement, KLM may desire to make a competitive KLM Business Combination Proposal.

EXCEPTIONS TO APPLICABILITY OF CERTAIN COVENANTS. Notwithstanding the foregoing, in the event (i) (x) any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than KLM NWA Corp. and its Affiliates), either publicly or in a communication to the NWA Corp. Board of DirectorsKLM, makes on an unsolicited basis a Business Combination Proposal, (y) the NWA Corp. Supervisory Board of Directors adopts KLM or the Management Board of KLM has adopted a resolution recommending acceptance of such Business Combination Proposal, and (z) such resolution remains in effect, or (ii) the NWA Corp. Supervisory Board of Directors KLM or the Management Board of KLM shall publicly announce that it has decided to sell NWA Corp. or Northwest Airlines, Inc. KLM and will consider proposals for the acquisition of NWA Corp. or Northwest Airlines, Inc. KLM or has otherwise publicly stated that NWA Corp. or Northwest Airlines, Inc. KLM is for sale, then the provisions of Sections 2.1 3.1 through 2.53.5, in the case of clause (i), shall not apply to any KLM NWA Corp. Business Combination Proposal commenced during the pendency of such Business Combination Proposal and, in the case of clause (ii), shall not apply until the NWA Corp. Supervisory Board of Directors KLM or the Management Board of KLM shall publicly announce that it has rescinded its decision to sell NWA Corp. or Northwest Airlines, Inc.KLM; PROVIDED, that in determining whether to adopt any resolution described in clause (i)(y) of this paragraph that includes approval of a "break-up" fee, "lock-up" option or other similar arrangement, and in determining whether to adopt any resolution waiving, rescinding or otherwise declaring inapplicable the provisions of the Rights Agreement of NWA Corp. dated as of November 16, 1995, as amended, as it may relate to such Business Combination Proposal, the NWA Corp. Supervisory Board of Directors KLM shall give due consideration to the likelihood possibility that in light of the strategic alliance between KLM and NWA Corp. and KLM as contemplated by the Alliance Implementation Agreement, KLM NWA Corp. may desire to make a competitive KLM NWA Corp. Business Combination Proposal.