Exhibit 10.1


 


AMENDMENT

TO

REGIONAL JET SERVICES AGREEMENT


 


AMENDMENT TO REGIONAL JET SERVICES AGREEMENT (this
“Amendment”) dated as of October 7, 2003 by and among MAIR Holdings, Inc., a
Minnesota corporation formerly known as Mesaba Holdings, Inc. (“MAIR”), Mesaba
Aviation, Inc., a Minnesota corporation (“Mesaba”) and Northwest Airlines,
Inc., a Minnesota corporation (“Northwest”).


 


WITNESSETH:


 


WHEREAS, MAIR, Mesaba and Northwest have entered into
the Regional Jet Services Agreement dated as of the 25th day of October, 1996
(as amended to date, the “Agreement”);


 


WHEREAS, Northwest has advised MAIR and Mesaba that it
is considering serving notice to terminate the Agreement pursuant to the early
termination provisions contained in Section 9.04 of the Agreement;


 


WHEREAS, Mesaba and MAIR have offered to extend the
termination notice period under the Agreement;


 


WHEREAS, Northwest will agree to such extension
provided that MAIR and Mesaba agree to the removal of five Avro Regional Jet
aircraft from service;


 


WHEREAS, MAIR, Mesaba and Northwest desire to amend
the Agreement for the reasons described above and in the manner set forth in
this Amendment;


 


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, MAIR, Mesaba and Northwest do hereby agree as follows:


 


1.             Amendment of Section 9.04.  Section 9.04 of the Agreement is amended to
read in its entirety as follows:


 


“Section 9.04         Early
Termination.  Notwithstanding any
other provision of this Agreement, Northwest shall have the right to terminate
this Agreement and the Subleases as of the seventh anniversary of the effective
date of the first lease if Northwest shall have given a termination notice to
Mesaba not later than December 15, 2003.”


 


2.             Removal of Aircraft from Service.  MAIR, Mesaba and Northwest agree that five
Aircraft shall be removed from service on dates to be determined by Northwest,
commencing on or after December 1, 2003.


 


3.             Miscellaneous.  All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Agreement.  This Amendment may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which counterparts when executed and delivered
shall be an original, but


 

















 


all of which shall together constitute one and the same
instrument.  This Amendment and the
rights and obligations of the parties hereunder shall be construed in
accordance with and governed by the law of the State of Minnesota.  From and after the date hereof, all
references in the Agreement to the Agreement shall be deemed to be references
to the Agreement as amended hereby.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date and year first set
forth above.


 


	
   

  	
  MAIR
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/  Paul F. Foley

  	
   

  
	
   

  	
   

  	
  Paul F.
  Foley

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MESABA
  AVIATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  John G. Spanjers

  	
   

  
	
   

  	
   

  	
  John G.
  Spanjers

  
	
   

  	
   

  	
  President
  and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Thomas J. Bach

  	
   

  
	
   

  	
   

  	
  Thomas J.
  Bach

  
	
   

  	
   

  	
  VP - Market
  Planning and Airlink

  



 


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