PROMPT WRITTEN NOTICE TO NORTHWEST OF (I) ANY LITIGATION INVOLVING AN
UNINSURED CLAIM OF MORE THAN $*** AGAINST MESABA, (II) ANY PROCEEDING BEFORE ANY
GOVERNMENTAL AGENCY WHICH, IF ADVERSELY DETERMINED, WOULD MATERIALLY AND
ADVERSELY AFFECT MESABA'S FINANCIAL CONDITION, AFFAIRS, OPERATIONS OR PROSPECTS,
INCLUDING BUT NOT LIMITED TO ANY SIGNIFICANT FAA ENFORCEMENT OR CIVIL PENALTY
ACTION, AND (III) ANY OTHER MATTER WHICH WOULD MATERIALLY AND ADVERSELY AFFECT
THE FINANCIAL CONDITION, AFFAIRS, OPERATIONS OR PROSPECTS OF MESABA OR ITS
ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(B)
FINANCIAL AND REPORTING COVENANTS.
MESABA
SHALL PROVIDE TO NORTHWEST PROMPTLY FOLLOWING THE FILING OR PROVIDING THEREOF
COPIES OF ALL FINANCIAL STATEMENTS, REPORTS, NOTICES AND PROXY STATEMENTS FILED
WITH OR PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION OR THE UNITED STATES
DEPARTMENT OF TRANSPORTATION.
MESABA SHALL ALSO PROMPTLY PROVIDE TO NORTHWEST
NOTICE OF AND ADEQUATE INFORMATION REGARDING ANY MATERIAL WEAKNESSES NOTED IN
ANY MANAGEMENT LETTERS RECEIVED BY MESABA OR ITS AFFILIATES FROM ITS INDEPENDENT
AUDITORS AND THE COMPANY'S RESPONSES THERETO.
MESABA SHALL ALSO PROVIDE
NORTHWEST WITH MONTHLY FINANCIAL STATEMENTS, ANNUAL EXPENSE BUDGETS AND PERIODIC
BUSINESS PLANS AND RELATED PROJECTIONS.
MESABA SHALL NOT BE REQUIRED TO PROVIDE
ANY OF THE FOREGOING INFORMATION TO NORTHWEST IF SUCH INFORMATION IS PUBLICLY
AVAILABLE AND ACCESSIBLE BY NORTHWEST.
(C)
CERTAIN NOTICES TO MESABA.
NORTHWEST SHALL
REPORT TO MESABA NOT LATER THAN THE LAST DAY OF EACH MONTH THE NUMBER OF
CUSTOMER COMPLAINTS, THE COMPLETION FACTOR AND ON-TIME FACTOR FOR THE PREVIOUS
MONTH RELATED TO THE REGIONAL AIRLINE SERVICES PROVIDED HEREUNDER.
UPON THE
REASONABLE PRIOR WRITTEN REQUEST BY MESABA, NORTHWEST SHALL MAKE AVAILABLE ITS
BOOKS AND RECORDS RELATED TO CUSTOMER COMPLAINTS IN CONNECTION WITH THE REGIONAL
AIRLINE SERVICES PROVIDED HEREUNDER.
Section 6.02
Audits.
(A)
COMPLIANCE AUDITS.
UPON THE REASONABLE
PRIOR WRITTEN REQUEST BY NORTHWEST, MESABA SHALL MAKE AVAILABLE ITS BOOKS AND
RECORDS, INCLUDING BUT NOT LIMITED TO GENERAL LEDGER BACKUP (MONTHLY) FOR
FINANCIAL STATEMENTS AND RECORDS FOR OPERATIONS WITH RESPECT TO THIS AGREEMENT.
NORTHWEST SHALL ALSO BE ENTITLED TO MAKE COPIES AND NOTES OF SUCH INFORMATION AS
IT DEEMS NECESSARY AND TO DISCUSS SUCH RECORDS AND THE FINANCES AND ACCOUNTS OF
MESABA WITH THE CHIEF FINANCIAL OFFICER OR OTHER EMPLOYEE OR AGENT OF MESABA
KNOWLEDGEABLE ABOUT SUCH RECORDS.
ANY AUDIT COMPLETED IN COMPLIANCE WITH THIS
SECTION 6.02(A) SHALL BE CONDUCTED AS FOLLOWS:
(I) NORTHWEST SHALL GIVE NOT
LESS THAN THIRTY (30) DAYS WRITTEN NOTICE TO MESABA OF ITS INTENTION TO AUDIT
MESABA'S BOOKS AND RECORDS, INCLUDING A REQUEST LIST OF THE BOOKS AND RECORDS
THAT ARE TO BE MADE AVAILABLE; (II) NORTHWEST SHALL HAVE THE RIGHT TO AUDIT THE
FIRST NINE (9) MONTHS OF MESABA'S FISCAL YEAR AT ANY TIME AFTER DECEMBER 31; AND
(III) NORTHWEST SHALL HAVE THE RIGHT TO AUDIT THE LAST THREE (3) MONTHS OF
MESABA'S FISCAL YEAR AT ANY TIME, PROVIDED THAT ALL ISSUES
37
IDENTIFIED IN THE AUDIT FOR A FISCAL YEAR BE FINALLY COMPLETED BY MAY 15 OF THE
FOLLOWING FISCAL YEAR.
IF THE AUDIT HAS NOT BEEN COMPLETED WITHIN THE TIME
PERIOD DESCRIBED