Exhibit 10.1


 


AMENDMENT

TO

REGIONAL JET SERVICES AGREEMENT


 


AMENDMENT TO
REGIONAL JET SERVICES AGREEMENT (this “Amendment”) dated as of December 15,
2003 by and among MAIR Holdings, Inc., a Minnesota corporation (“MAIR”), Mesaba
Aviation, Inc., a Minnesota corporation (“Mesaba”), and Northwest Airlines,
Inc., a Minnesota corporation (“Northwest”).


WITNESSETH:


WHEREAS, Mesaba,
MAIR 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 Mesaba and MAIR 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,
MAIR and Northwest previously amended the Agreement to extend the early
termination notice period to December 15, 2003 and to remove five Aircraft from
service (the “Removed Aircraft”);


WHEREAS, Mesaba,
MAIR and Northwest desire to further extend the early termination notice period
under the Agreement and to address the circumstances under which the Removed
Aircraft may be returned to service;


WHEREAS, Mesaba,
MAIR 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 June 30, 2004 if Northwest shall have given a termination
notice to Mesaba on or before February 29, 2004.  If Northwest terminates the Agreement pursuant to this Section
9.04, Northwest and Mesaba agree to negotiate a transition plan and
responsibility for termination costs.”


2.             Return of Removed Aircraft to Service. If
Northwest does not exercise its right to terminate the Agreement pursuant to
Section 9.04, the Removed Aircraft shall be returned to Jet Service on a
mutually agreed date but not later than May 1, 2004, provided that the return
date for any or all of the Removed Aircraft may be extended upon mutual
agreement of the parties as


 

















 


necessary to
accommodate Mesaba’s capability to operate such Aircraft.  Mesaba will continue to have no obligation
to pay rent on the Removed Aircraft until such Aircraft are returned to Jet
Service.


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
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/ J. Timothy Griffin

  	
   

  
	
   

  	
   

  	
  J.
  Timothy Griffin

  
	
   

  	
   

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
  Marketing

  
					



 


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