Filed On 7/1/96 · SEC File 0-17895 · Accession Number 912057-96-13587
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
7/01/96 Mair Holdings Inc 10-K 3/31/96 11:83 912057
Annual Report · Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 44 203K
2: EX-10.J Material Contract 6 22K
3: EX-10.U Material Contract 13 37K
4: EX-10.V Material Contract 4 21K
5: EX-10.W Material Contract 3 14K
6: EX-10.X Material Contract 1 8K
7: EX-11 Statement re: Computation of Earnings Per Share 1 9K
8: EX-21 Subsidiaries of the Registrant 1 4K
9: EX-23 Consent of Experts or Counsel 1 6K
10: EX-24 Power of Attorney 7 18K
11: EX-27 Financial Data Schedule 2 7K
EX-10.V · Material Contract
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EXHIBIT 10V
[LETTERHEAD]
March 7, 1996
Mesaba Aviation, Inc.
7501 26th Avenue South
Minneapolis, MN 55450
Attention: Bryan K. Bedford
President and CEO
Copy: Northwest Airlines, Inc.
5101 Northwest Drive
Department A4010
St. Paul, MN 55111-3034
Attention: Joseph E. Francht
Senior Vice President & Treasurer
Copy: Northwest Aircraft, Inc.
5101 Northwest Drive
Department A5000
St. Paul, MN 55111-3034
Attention: Daniel B. Matthews
Vice President
Re: Saab 340BPLUS Acquisition Financing
-----------------------------------
Gentlemen:
Saab Aircraft Finance Corporation ("SAFC") proposes to sublease thirty (30) new
Saab 340BPLUS aircraft ("Aircraft") for initial delivery to Mesaba Aviation,
Inc., a Northwest Airlink company, on the following basis:
AIRCRAFT GROUPINGS
The Aircraft will be grouped into six (6) separate groups containing five (5)
Aircraft (each a "Group"), with all Aircraft in the first Group to be delivered
before December 31, 1996. The remaining Groups shall contain on the average 1.5
aircraft deliveries per month, excluding July.
AIRCRAFT SUBLEASE
Subject to Mesaba's not exercising any of the below stated options *, SAFC (or
an affiliate thereof) will enter into a sublease agreement ("sublease") with
either Mesaba Aviation, Inc. ("Mesaba") or Northwest Aircraft, Inc. ("Northwest
Aircraft"), (either referred to as "Sublessee") such determination to be made by
Mesaba and approved by Northwest Airlines, Inc. ("NWA") by prior written notice
to be given to SAFC no later than 60 days prior to the commencement of each
sublease. If no determination has been received prior to the sixty (60) day
period, then the sublessee shall be construed to be Mesaba. * At any time during
the sublease, Northwest Aircraft shall have (in addition to any rights to sub-
sublease the Aircraft as provided in the form of Sublease) a one-time option to
assign its position as sublessee to Mesaba, * Subleases to either Sublessee
shall contain terms and conditions typically available to NWA in the marketplace
for U.S. leveraged leases as discussed with Capstar Partners. SAFC shall have
the right to lease Aircraft directly to either Mesaba or Northwest Aircraft, as
the case may be for an interim period of up to three (3) months, after which the
17-year sublease term shall commence. Each sublease shall be subject and
subordinate to the head lease arranged by SAFC *
GROUP DEBT FINANCING OPTIONS
As an alternative to the Sublease, at Mesaba's sole option (to be approved by
NWA), subject to Mesaba having exercised such option * prior to the scheduled
delivery month of the first Aircraft in each Group, SAFC shall arrange one of
the below specified debt financing structures by either having an SAFC affiliate
provide the debt financing or arrange to have a third party provide the debt
financing. In either case, the terms and conditions of such debt financing shall
be of generally acceptable market terms and conditions at the time of the
funding for transactions of similar kind and nature, and the documentation for
such financings shall contain terms and conditions typically available to NWA in
the U.S. marketplace for similar financings as discussed with Capstar Partners.
1. Senior secured debt financing for the purchase by Mesaba or Northwest
Aircraft of the Aircraft in an amount not to exceed * , for a maximum 10 year
term, with semi-annual payments in arrears, * . If the debt is extended to
Mesaba the interest
---------------
* Confidential portions omitted and filed separately with the Commission.
2
rate on the purchase debt for each Aircraft, for which the option has been
exercised within such Group, shall be * , and a guarantee fee paid to SAFC equal
to * . If the debt is extended to Northwest Aircraft, Inc. with a payment and
performance guaranty from NWA, the interest rate on the purchase debt for each
Aircraft, for which the option has been exercised within such Group, shall be *,
based solely on the credit worthiness of the Northwest Airlines, Inc. credit and
a senior secured collateral position in the Aircraft * ; PROVIDED, however that
such interest rate shall in no event exceed the interest rate available to
Mesaba hereunder, or
2. Senior secured non-recourse debt financing into a third party leveraged
lease in an amount not to exceed * , for a maximum 17 year term, with semi-
annual payments in arrears, with no balloon at the end. If the debt is extended
to a lessor for a lease to Mesaba the interest rate on the debt for each
Aircraft, for which the option has been exercised within such Group, shall be *,
and a guarantee fee paid to SAFC equal * . If the debt is extended to a lessor
for a lease to Northwest Aircraft, with a payment and performance guaranty from
NWA, the interest rate on the debt for each Aircraft for which the option has
been exercised within such group, shall be * , based solely on the credit
worthiness of the NWA credit and a senior secured collateral position in the
Aircraft, * ; PROVIDED, however that such interest rate shall in no event exceed
the interest rate available to Mesaba hereunder.
PURCHASE OPTION
Subject to Mesaba's having exercised the option * prior to the scheduled
delivery month of the first Aircraft in each Group, to the extent that Mesaba or
Northwest Aircraft have not exercised an option to use the Sublease or any of
the Debt Financing Options, SAFC will cause SAAI to sell the Aircraft to either
Mesaba or Northwest Aircraft, as determined in the written option notice, for a
purchase price of * due upon delivery of each Aircraft.
In addition to other commitments made to Mesaba including, without limitation,
the lease or sublease of used Saab 340A aircraft, which SAFC shall also make
available to NWA on the same terms and conditions, such determination to be
agreed upon between Mesaba and NWA, this letter sets forth SAFC's commitment
with respect to thirty (30) new Saab 340B Aircraft and the general understanding
as to the sublease financing, debt financing and purchase options available to
Mesaba or NWA. It is understood between the parties that any commitment on the
part of NWA, Northwest Aircraft, Mesaba or SAFC is subject to Finance Committee
and board approval of NWA, board approval of Mesaba, credit committee approval
of SAFC by no later than March 7, 1996 as well as negotiation and execution of
definitive aircraft purchase, financing and lease documentation to be executed
by no later than April 15, 1996. Notwithstanding anything to the contrary set
forth herein, no commitment contained herein shall be binding on NWA, Northwest
---------------
* Confidential portions omitted and filed separately with the Commission.
3
Aircraft or Mesaba until approval of this specific transaction has been obtained
from NWA following the date hereof.
If acceptable to Mesaba, NWA and Northwest Aircraft, please evidence agreement
or acknowledgment by signing below and returning an originally executed copy,
otherwise this offer will expire on March 8, 1996.
Saab Aircraft Finance Corporation
By: /s/ Henrik Schroder
----------------------------
Henrik Schroder
President
By: /s/ Gena H. Laurent
----------------------------
Gena H. Laurent
Assistant Vice President
Agreed to and Accepted by:
Mesaba Aviation, Inc.
By: /s/ Bryan K. Bedford
----------------------------
Bryan K. Bedforid
President and CEO
Acknowledged by:
Northwest Airlines, Inc.
By: /s/ Joseph E. Francht, Jr.
----------------------------
Name: Joseph E. Francht, Jr.
Title: Senior Vice President
Finance and Treasurer
Acknowledged by:
Northwest Aircraft, Inc.
By: /s/ Daniel B. Matthews
----------------------------
Name: Daniel B. Matthews
Title: Vice President
4
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
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| This 10-K Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/7/96 | | 1 | | 3 |
| | 3/8/96 | | 4 |
| For The Period Ended | | 3/31/96 | | | | | | | 10-K/A |
| | 4/15/96 | | 3 |
| Filed On / Filed As Of | | 7/1/96 |
| | 12/31/96 | | 1 | | | | | 10-Q |
| |
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