RIGHT TO ENTER AN AIRLINE SERVICES AGREEMENT WITH AN AIRLINE OTHER THAN
MESABA OR PINNACLE AIRLINES, INC. ("PINNACLE") FOR SUCH AIRLINE TO FINANCE AND
OPERATE BETWEEN *** AND *** CRJ-200/440 AIRCRAFT AS AN AIRLINK CARRIER, PROVIDED
THAT (AA) SUCH CRJ-200/440 AIRCRAFT SHALL NOT OPERATE REGULARLY SCHEDULED
FLIGHTS WHICH ORIGINATE OR TERMINATE AT MSP, DTW OR MEM, AND (BB) SUBSTANTIALLY
ALL OF SUCH CRJ-200/440 AIRCRAFT ARE PLACED IN SERVICE FOR THE BENEFIT OF
NORTHWEST WITHIN A PERIOD OF SIXTY (60) DAYS OF IMPLEMENTATION OF THE
ARRANGEMENT WITH SUCH OTHER AIRLINE.
(B)
INDUCTION COSTS.
ALL ONE-TIME EXPENSES
WHICH ARE ASSOCIATED WITH INDUCTING CRJ-200/440 AIRCRAFT INTO MESABA'S FLEET
SHALL BE PAID ONE HUNDRED PERCENT (100%) BY MESABA; PROVIDED, HOWEVER, THAT
(I) IF NORTHWEST REMOVES THE AVRO REGIONAL JET AIRCRAFT FROM MESABA'S FLEET
PURSUANT TO SECTION 3.02(A)(II)(BB)(I) ABOVE AND REPLACES THE AVRO REGIONAL JET
AIRCRAFT WITH NEW CRJ-200/440 AIRCRAFT OR NEW 70-SEAT AIRCRAFT, NORTHWEST WILL
BE RESPONSIBLE FOR ALL ONE-TIME EXPENSES ASSOCIATED WITH INDUCTING SUCH
CRJ-200/440 AIRCRAFT OR 70-SEAT AIRCRAFT UP TO AN AMOUNT OF $*** PER REPLACEMENT
AIRCRAFT, AND FURTHER PROVIDED THAT NORTHWEST MAY UTILIZE MANUFACTURER CREDITS
TO PAY SUCH AMOUNTS PER AIRCRAFT AS AND TO THE EXTENT NORTHWEST HAS AVAILABLE
AND MESABA CAN UTILIZE SUCH MANUFACTURER CREDITS TO PAY FOR SUCH INDUCTION
EXPENSES, AND (II) IF NORTHWEST PROVIDES MESABA WITH USED CRJ-200/440 AIRCRAFT,
NORTHWEST WILL BE RESPONSIBLE FOR THE COSTS OF CONFORMING SUCH USED AIRCRAFT TO
NORTHWEST'S SPECIFICATIONS USED FOR THE *** CRJ-200/440 AIRCRAFT DELIVERED TO
MESABA PURSUANT TO SECTION 3.02(A)(I)(AA) ABOVE, INCLUDING SUCH ITEMS AS
AIRCRAFT LIVERY, INTERIOR MODIFICATIONS AND MAINTENANCE INDUCTION.
(C)
TERMINATION COSTS.
ALL RETURN COSTS AND
EXPENSES ASSOCIATED WITH THE RETURN OF SAAB 340 AIRCRAFT SHALL BE PAID ***;
PROVIDED, HOWEVER, THAT (I) TO THE EXTENT *** HAS PREVIOUSLY PAID *** FOR PART
OR ALL OF SUCH RETURN COSTS AND EXPENSES THROUGH ***, *** RATHER THAN *** SHALL
BE RESPONSIBLE TO PAY SUCH PORTION OF THE RETURN COSTS AND EXPENSES FOR SUCH
SAAB 340 AIRCRAFT, AND (II) RETURN COSTS AND EXPENSES WITH RESPECT TO THE ELEVEN
SAAB 340B TURBOPROP AIRCRAFT IN MESABA'S FLEET SHALL BE GOVERNED BY THE LETTER
AGREEMENT DATED MARCH 25, 2003 AMONG NORTHWEST, MESABA AND MESABA
HOLDINGS, INC.
ALL RETURN COSTS AND EXPENSES ASSOCIATED WITH THE RETURN OF
CRJ-200/440 AIRCRAFT SHALL BE PAID *** (AND *** SHALL HAVE NO OBLIGATION TO
REIMBURSE *** FOR SUCH COSTS AND EXPENSES) AND ***; PROVIDED, HOWEVER, IN THE
EVENT NORTHWEST EXERCISES ITS EQUIPMENT REMOVAL RIGHTS PURSUANT TO
SECTION 3.02(A)(II)(AA) ABOVE, *** SHARE OF RETURN COSTS AND EXPENSES OR MEET
THE RETURN CONDITIONS IN THE LEASES FOR THE AIRCRAFT AND CRJ SPARE ENGINES THAT
ARE THUS REMOVED FROM MESABA'S FLEET UNLESS (I) NORTHWEST INTENDS TO RETURN SUCH
EQUIPMENT TO THE LESSOR UNDER THE LEASES AND (II) MESABA HAS OPERATED THE
EQUIPMENT FOR MORE THAN *** YEARS.
IF THE AVRO REGIONAL JET AIRCRAFT ARE
RETURNED TO NORTHWEST AT THE FINAL EXPIRATION DATE OF THE APPLICABLE LEASE, ALL
RETURN COSTS AND EXPENSES ASSOCIATED WITH THE RETURN OF THE AVRO
19
REGIONAL