Exhibit 10.4


PROMISSORY NOTE


Due December 31, 2009


 


 


 


	
  $135,000,000

  	
   

  	
   

  	
   

  	
  Eagan, Minnesota

  
	
   

  	
   

  	
   

  	
   

  	
  _________, 2003

  



 


 


                                FOR
VALUE RECEIVED, PINNACLE AIRLINES, INC., a Georgia corporation formerly known
as Express Airlines I, Inc. (the “Borrower”), hereby promises to pay to the
order of Northwest Airlines, Inc., a Minnesota corporation (“Northwest”), or
its assignees on December 31, 2009 the principal sum of One Hundred Thirty-Five
Million Dollars ($135,000,000), together with interest on the outstanding
principal amount hereof at a rate of 3.4% per annum calculated on the basis of
a year comprised of twelve 30-day months and 360 days, payable on each March
31, June 30, September 30 and December 31 and at maturity (whether by required
prepayment, acceleration, declaration or otherwise) and thereafter on
demand.  Any portion of the principal
amount hereof which is not paid at maturity (as aforesaid) shall thereafter
bear interest at a rate of 5.4% per annum until paid.


 


                                The
Borrower shall make prepayments of the outstanding principal amount hereof in
the amount of $3,000,000 each on the last business day (i.e., a day on which
banks are not required or authorized to close in Minneapolis, Minnesota) of
each March, June, September and December, commencing December 2003 and
continuing through September 2009.


 


                                In
addition, the Borrower (a) shall make prepayments of the outstanding principal
amount hereof on the last business day of each month, commencing with the first
such day following the date hereof and continuing through the last business day
of November 2009, in an amount equal in the case of each such prepayment to the
excess of all cash and cash equivalent investments of Pinnacle Airlines Corp.,
a Delaware corporation (“Pinnacle”), and its subsidiaries (including the
Borrower) on the date of such prepayment (after giving effect to any prepayment
required and made on such date pursuant to the immediately preceding paragraph)
over $50,000,000 and (b) may make voluntary prepayments of the principal amount
hereof on any business day in an integral multiple of $100,000.  All such prepayments shall be applied
against the final principal payment hereof due on December 31, 2009 and
thereafter against all prepayments required pursuant to the immediately
preceding paragraph of this Note in the inverse order of the maturity thereof.


 


                                Both
principal and interest are payable in lawful money of the United States of
America in immediately available funds to such account of Northwest as
Northwest may notify to Borrower from time to time, free and clear of, and
without deduction for or on account of, any and all present and future taxes,
levies, imposts, 


 

















 


deductions, charges, withholdings and all liabilities with respect
thereto.  Whenever any payment to be
made hereunder shall otherwise be due on a day which is not a business day,
such payment shall be made on the next succeeding business day and such
extension of time shall be included in computing interest in connection with
such payment.


 


                                Upon
(i) non-payment by the Borrower of any amount due hereunder as the same becomes
due and payable or (ii) the occurrence and continuance of any event entitling
Northwest to terminate that certain Airline Services Agreement, dated as of
January 14, 2003 (as amended from time to time, the “Airline Services
Agreement”), among the Borrower, Pinnacle and Northwest, pursuant to Article X
thereof, the principal of and accrued interest on this Note may be declared by
Northwest to be immediately due and payable.


 


                                All
parties hereto, whether as makers, endorsers, or otherwise, severally waive
presentment for payment, demand, protest and notice of dishonor.


 


                                The
Borrower hereby agrees to indemnify the holder hereof against any loss, cost or
expense incurred by such holder in connection with the enforcement of any and
all rights pertaining to this Note, including, without limitation, all court
costs, reasonable attorney’s fees and other costs of collection.  No delay on the part of the holder hereof in
exercising any of its options, powers or rights, or any partial or single
exercise thereof, shall constitute a waiver thereof.  The options, powers and rights of the holder hereof specified
herein are in addition to those otherwise created.  Demand for payment of this Note shall be sufficiently made upon
the Borrower by notice given by or on behalf of the holder to the Borrower in
the manner set forth in Section 11.07 of the Airline Services Agreement.


 


                                This
Note is issued in substitution and replacement for that certain promissory note
of the Borrower, dated January 14, 2003, payable to the order of NWA Inc., a
Delaware corporation (“NWA”), in the original principal amount of $200,000,000
and contributed by NWA to the capital of Northwest on _______, 2003.


 


                                THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MINNESOTA, WITHOUT GIVING EFFECT TO CHOICE OF LAW OR CONFLICTS OF LAWS
PRINCIPLES.


 


	
   

  	
  PINNACLE AIRLINES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 


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