**Exhibit 10.1**

** **

**FOURTH AMENDMENT TO**

** **

**AIRLINE OPERATING AGREEMENT ANDTERMINAL BUILDING LEASE**

 

# **MINNEAPOLIS-ST.PAUL INTERNATIONAL AIRPORT**

# ** **

This Fourth Amendment to Airline Operating Agreement andTerminal Building Lease (the “Fourth Amendment”) is entered into as of the 6thday of February, 2009, by and between the Metropolitan Airports Commission, apublic corporation under the laws of the State of Minnesota (hereinafter sometimesreferred to as “MAC” or “Commission”), and Northwest Airlines, Inc., acorporation organized and existing under the laws of Minnesota and authorizedto do business in the State of Minnesota (hereinafter referred to as “AIRLINE”).

 

WHEREAS, MAC and AIRLINE entered into an Airline OperatingAgreement and Terminal Building Lease effective January 1, 1999 andamended such agreement as shown on Exhibit 1 (collectively, “Lease”).

 

WHEREAS,MAC and AIRLINE entered into the Amended and Restated Third Amendment toAirline Operating Agreement and Terminal Building Lease dated December 28,2007 (the “Amended and Restated Third Amendment”) which incorporated specific Huband Headquarters covenants necessary for AIRLINE to receive revenue sharingpayments.

 

WHEREAS,as a result of the acquisition of AIRLINE by Delta Air Lines, Inc. (“Delta”)and in connection with the integration of the operations of AIRLINE and Delta,AIRLINE has requested that MAC waive and not enforce certain provisions in theLease related to the location of AIRLINE’s headquarters in the Minneapolis-St.Paul metropolitan area.

 

WHEREAS,MAC has agreed to waive and not enforce such headquarters covenant of theAIRLINE under the Lease upon the terms and conditions set forth herein and tomodify certain terms and provisions of the Lease as set forth herein.

 

NOW THEREFORE, in consideration of the foregoing, theparties agree to amend the Lease as follows:

 

# **I.**                                        INCORPORATION OF AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

 

Except as set forth in this Fourth Amendment, the Leaseshall remain in full force and effect. In the event of a conflict between this Fourth Amendment, the Amendedand Restated Third Amendment, or the Lease, the provisions of this FourthAmendment shall control.

 

**II.****                                   ****DEFINITIONS**

 

All capitalized terms used in this Fourth Amendment but notdefined herein shall have the meanings given them in the Lease.  The following terms, as used herein and inthe Lease, shall have the meanings set forth below and, to the extent any suchterm was defined in the Lease, the definition contained in the Lease shall bedeleted and replaced with the definition for such term set forth below:

 

A.                                   “Airport” means the Minneapolis-St. Paul International Airport.

 

B.                                     “Delta” means Delta Air Lines, Inc.

 

C.                                     “Flights” means any and all scheduled flights regardless of aircraft type.

 

D.                                    “Headquarters Covenant” means the covenant specified in Article XVII(A) hereof.

 

E.                                      “Hub” means an airport used by an airline for a significant number of itsconnecting flight passengers.

 

F.                                      “Hub Covenants” means those covenants specified in Article XVII(B) hereof.

 

G.                                     “NAI” means Northwest Airlines, Inc.

 

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H.                                    “NAI Code-Share Airlines” means (i) Delta and (ii) any regionalair carrier that provides air transportation services for the benefit of NAI orDelta pursuant to a contractual arrangement with NAI or Delta but solely withrespect to Flights operated pursuant to such arrangement.

 

I.                                         “Substantially” means at least ninety percent (90%).

 

**III.****                               ****HUB AND HEADQUARTERS COVENANTS**

 

Article XVII “Hub and Headquarters Covenants” of theLease is hereby deleted in its entirety and replaced with the following:

 

XVII.                    Hub and Headquarters Covenants

 

A.                                   AIRLINE hereby covenants and agrees to maintain its Headquarters in theMinneapolis-St. Paul metropolitan area.

 

B.                                     AIRLINE agrees that it shall, with respect to the Airport Hub:

 

(1)                    In order to ensure the continuation of the Hub in Minnesota as a major NAIHub, AIRLINE will maintain a sufficient proportion of connecting Flights at theAirport such that the number of AIRLINE and NAI Code-Share Airlines enplanedrevenue passengers whose Flight travel involves a Flight or Flights whicharrive at and depart from the Airport (but whose Flight travel neitheroriginates from nor terminates at the Airport) will not be less than 30% of thetotal number of AIRLINE and NAI Code-Share Airlines enplaned revenue passengerswhose Flight travel involves a Flight or Flights which arrive at or depart fromthe Airport (calculated annually); and

 

(2)                    AIRLINE will maintain not less than Substantially 400 departing AIRLINEand NAI Code-Share Airlines Flights per day from the Airport, calculatedannually with not less than 250 (*i.e*., notSubstantially 250) of said daily Flights being serviced by aircraft with notless than 70 passenger seats, calculated annually.

 

The Hub Covenants, as set forth herein, shall not be deemed to preventAIRLINE from reducing from time to time the number of departing AIRLINE and NAICode-Share Airlines Flights from the Airport below the levels required in Article XVII(B)(2) above(each, a **“Required Level”** and, collectively,the **“Required Levels”**), as part ofone or more system-wide reductions in flying; provided, that (A) any suchreduction in such Flights at the Airport, after which the number of suchFlights is below the applicable Required Level, and (B) any subsequentincrease in such Flights at the Airport up to the applicable Required Level,shall not be substantially disproportionate to the reduction or subsequentincrease in such Flights at AIRLINE’s and Delta’s other domestic hubs, asdetermined below in this paragraph by reference to Compliance Targets (ashereinafter defined); provided, however, that nothing contained herein shall bedeemed to require AIRLINE to increase the number of departing AIRLINE and NAICode Share Airlines Flights at the Airport above the applicable RequiredLevel.  AIRLINE’s and Delta’s othercurrent domestic hubs are ATL, DTW, MEM, SLC, and CVG, and such domestic hubsmay be increased or decreased for purposes of such calculations by mutualwritten agreement of MAC and AIRLINE/Delta based upon recognized commercialaviation industry standards.  Any suchreduction or any such subsequent increase in total departing AIRLINE and NAICode-Share Airlines Flights at the Airport and at AIRLINE’s or Delta’s otherdomestic hubs shall be determined on a calendar year basis based upon acomparison of the aggregate number of departing AIRLINE and NAI Code-ShareAirline Flights at such airports during said calendar year to the aggregatenumber of such Flights at such airports during the Applicable Base Year (ashereinafter defined), with such reduction or such subsequent increasedetermined for (a) all such departing Flights (**“AllFlights”**), and (b) such departing Flights serviced byaircraft of more than 70 passenger seats (**“Large Aircraft Flights”**).

 

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The number of All Flights and Large Aircraft Flights at the Airport in anycalendar year shall herein be referred to as **“MSPFlights”**. The number of MSP Flights required hereunder, afteraccounting for any applicable system-wide reduction in flying or any subsequentrecovery in flying levels up to the Required Levels, shall be referred toherein as the **“Compliance Target(s)”**. Theaverage of the number of Flights (for All Flights and Large Aircraft Flights,as the case may be) at AIRLINE’s and Delta’s other domestic hubs in anycalendar year (i.e. the total number of such Flights divided by the number ofsuch other domestic hubs), shall be referred to herein as the **“System Average Flights”**.  Any calendar year preceding the calendar yearwhen MSP Flights were first less than the applicable Required Level (withoutany intervening calendar year when MSP Flights were at least equal to theapplicable Required Level) shall herein be referred to as the **“Applicable Base Year”**.

 

The Compliance Target(s) for any calendar yearshall be the lesser of (x) the applicable Required Level or (y) thenumber of actual MSP Flights in the Applicable Base Year,

 

(A) plus, in thecase of (y) above, such number of MSP Flightsmultiplied times a percentage equal to ninety percent (90%) of the percentage increasein the number of System Average Flights, from the Applicable Base Year to thethen current calendar year; or

 

(B) minus, in thecase of (y) above, such number of MSP Flightsmultiplied times a percentage equal to one hundred ten percent (110%) of thepercentage decrease in the number of System Average Flights, from theApplicable Base Year to the then current calendar year.

 

Set forth on Schedule 1 attached hereto are examples of theapplication of the foregoing requirements.

 

C.            As thesole remedy for breach of the Hub Covenant, Revenue Sharing will be eliminatedin any year in which AIRLINE violates the Hub Covenant (and, in the event anysuch violation continues for three (3) consecutive years, or such covenantis determined to be unenforceable, AIRLINE’s Revenue Sharing will be eliminatedpermanently).

 

D.            MAChereby waives and agrees to not enforce any provision related to theHeadquarters Covenant contained in the Lease so long as AIRLINE is not indefault (beyond any applicable notice and cure period) of any other provisionof the Lease.  Notwithstanding the breach of the Headquarters Covenantcontained in this Lease, MAC shall not be entitled to withhold from AIRLINE anyconcessions revenue sharing payment that AIRLINE is otherwise entitled toreceive, and AIRLINE shall be entitled to enforce all rights under this Leaseas if such breach has not occurred.

 

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IN WITNESS WHEREOF,the parties have signed and executed this Amendment in duplicate the day andyear first below written.

 
| *** ***                | *** *** | ***METROPOLITAN AIRPORTS  COMMISSION*** |
|-----------------------------|--------------|-----------------------------------------|
| *** ***                | *** *** | *** ***                            |
| *** ***                | *** *** | *** ***                            |
| Date: February 6, 2009 |         | By:                                     | /s/ Jeffrey W. Hamiel |
|                        |         | Jeffrey W. Hamiel, Executive  Director  |
|                        |         |                                    |
|                        |         | **NORTHWEST AIRLINES, INC.**            |
|                        |         | ** **                              |
|                        |         |                                    |
| Date: February 5, 2009 |         | By:                                     | /s/ Terry Mackenthun |
|                        |         |                                    |
|                        |         | Its: Chief Financial Officer            |
|                        |         |                                    |
|                        |         |                                    |
| STATE OF MINNESOTA          | )            |                                    |   |
|                        | ) ss.        |                                    |   |
| COUNTY  OF HENNEPIN         | )            |                                    |   |

 

 

This instrument wasacknowledged before me on the 6th day of February, 2009, Jeffrey W. Hamiel, theExecutive Director of the Metropolitan Airports Commission on behalf of theCommission.

 

 
|                     |   | /s/ Tammy L. Rader |
|--------------------------|--------|--------------------|
|                     |   | Notary Public      |
|                     |   |               |
|                     |   |               |
| STATE OF MINNESOTA  | )      |               |   |
|                     | ) ss.  |               |   |
| COUNTY OF DAKOTA         |   |               |   |

 

 

This instrument wasacknowledged before me on the 5th day of February, 2009, by Terry Mackenthun,the Chief Financial Officer of Northwest Airlines, Inc.

 

 
|   |   | /s/ Mary J. Dustin |
|--------|--------|--------------------|
|   |   | Notary Public      |

 

 

SIGNATURE PAGE TO AMENDMENT TO NAI TERMINAL LEASE (4TH AMENDMENT)

 

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**EXHIBIT 1**

 

**AIRLINE OPERATING AGREEMENT ANDTERMINAL BUILDING LEASE AND AMENDMENTS**

** **
| **Agreement/Amendment**                                 | ** ** | **Effective Date**     |
|---------------------------------------------------------|------------|------------------------|
|                                                    |       |                   |
| Airline Operating Agreement and Terminal Building Lease |       | January 1, 1999   |
|                                                    |       |                   |
| First Amendment                                         |       | March 29, 2002    |
|                                                    |       |                   |
| Second Amendment                                        |       | November 15, 2004 |
|                                                    |       |                   |
| Amended & Restated Third Amendment             |       | January 1, 2006   |

 

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**SCHEDULE 1**

**HUB COVENANT EXAMPLES**

 
| ** **     | ** ** | **MSP** | ** ** | **System  Avg.** | ** ** | **System  Decline vs.  Base** | ** ** | **Sys %  Decline  vs. Base** | ** ** | **Allowed  MSP %  Decline** | ** ** | **Compliance  Level** | ** ** | **MSP  Decline  vs. Base** | ** ** | **MSP %  Decline  vs. Base** | ** ** | **In ****Compliance?** | ** ** |
|----------------|------------|---------|------------|------------------|------------|------------------------------------|------------|----------------------------------------|------------|----------------------------------|------------|-----------------------|------------|---------------------------------|------------|----------------------------------------|------------|-----------------------------|------------|
| **Base  Year** |       | **400** |       | **500**          |       |                               |       |                                   |       |                             |       |                  |       |                            |       |                                   |       |                        |       |
| Year 1         |       | 300     |       | 375              |       | (125                               | )          | -25                                    | %          | -27.5                            | %          | 290                   |       | (100                            | )          | -25.0                                  | %          | Yes                         |       |
| Year 2         |       | 300     |       | 400              |       | (100                               | )          | -20                                    | %          | -22.0                            | %          | 312                   |       | (100                            | )          | -25.0                                  | %          | No*                         |       |
| Year 3         |       | 330     |       | 420              |       | (80                                | )          | -16                                    | %          | -17.6                            | %          | 330                   |       | (70                             | )          | -17.5                                  | %          | Yes                         |       |
| Year 4         |       | 350     |       | 440              |       | (60                                | )          | -12                                    | %          | -13.2                            | %          | 347                   |       | (50                             | )          | -12.5                                  | %          | Yes                         |       |

 

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*As the reduction in All Flights at MSP in Year 2 from theBase Year is substantially disproportionate to said reduction in All Flightssystemwide, the proportionality exception to compliance with Required Levels isnot met in this example.

 

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