MAIR Holdings (MAIR)

Nothing in this Agreement shall preclude Northwest from (i) entering into code share, alliance or other commercial cooperation arrangements with any other airline, or (ii) subject to Northwest’s obligations pursuant to Section 3.02 below, entering into similar or other arrangements with other carriers for the provisioning of regional airline services using Avro Regional Jet Aircraft, CRJ-200/440 Aircraft or any other aircraft to or from the Hub Cities, the same Service Cities or elsewhere; subject to the following condition:  Mesaba shall have the exclusive right to operate Scheduled Flights which (i) use the Identification and Designator, (ii) originate or terminate at Minneapolis/St. Paul, Minnesota (“MSP”), Detroit, Michigan (“DTW”) and Memphis, Tennessee (“MEM”) and (iii) use turboprop aircraft with fifty (50) or fewer seats, provided that with respect to Scheduled Flights which (a) use the Identification and Designator, (b) originate or terminate at MSP, DTW or MEM and (c) use turboprop aircraft with nineteen (19) or fewer seats, Northwest may solicit bids from other airlines for operation of such Scheduled Flights and Northwest may enter into an agreement with another airline to operate such Scheduled Flights unless, after notification by Northwest of the terms of the bid Northwest intends to accept, Mesaba submits an economically equivalent bid to operate such Scheduled Flights and is willing to enter into an agreement with Northwest to operate such Scheduled Flights on such terms.  Northwest further acknowledges and agrees that, with respect to Scheduled Flights operated with turboprop aircraft with more than fifty (50) seats, Northwest will give Mesaba the right to submit a bid for operation of such Scheduled Flights.