Exhibit 10.20


 


 


 


 


 


 


 


OMNIBUS AGREEMENT



dated January 15, 2003



between



PINNACLE AIRLINES CORP.,



NORTHWEST AIRLINES, INC.,



NORTHWEST AIRLINES CORPORATION



and



AON FIDUCIARY COUNSELORS, INC.

















 


Table of Contents


Page


	
  ARTICLE I DEFINITIONS

  	
   

  	
  2

  	
   

  
	
  Section 1.1.

  	
   

  	
  Definitions of Words and
  Phrases.

  	
   

  	
  2

  	
   

  
	
  Section 1.2.

  	
   

  	
  Other Definitions

  	
   

  	
  7

  	
   

  
	
  Section 1.3.

  	
   

  	
  Rules of Construction

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  PRELIMINARY TRANSACTIONS

  	
   

  	
  8

  	
   

  
	
  Section 2.1.

  	
   

  	
  Preliminary Transactions

  	
   

  	
  8

  	
   

  
	
  Section 2.2.

  	
   

  	
  Existing Tax Sharing
  Agreement

  	
   

  	
  9

  	
   

  
	
  Section 2.3.

  	
   

  	
  Restrictions on
  Liquidations and Mergers

  	
   

  	
  9

  	
   

  
	
  Section 2.4.

  	
   

  	
  Restrictions on Activities

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III INITIAL
  CONTRIBUTION OF SHARES

  	
   

  	
  9

  	
   

  
	
  Section 3.1.

  	
   

  	
  Determination by
  Independent Fiduciary; Notice of Fiduciary Counselors Valuation

  	
   

  	
  9

  	
   

  
	
  Section 3.2.

  	
   

  	
  Initial Contribution
  Amount

  	
   

  	
  9

  	
   

  
	
  Section 3.3.

  	
   

  	
  Amount Credited to Funding
  Standard Account

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV SUBSEQUENT
  CONTRIBUTIONS

  	
   

  	
  10

  	
   

  
	
  Section 4.1.

  	
   

  	
  Subsequent Contribution
  Notice

  	
   

  	
  10

  	
   

  
	
  Section 4.2.

  	
   

  	
  Notice of Fiduciary
  Counselors Valuation

  	
   

  	
  10

  	
   

  
	
  Section 4.3.

  	
   

  	
  Contribution by Northwest

  	
   

  	
  11

  	
   

  
	
  Section 4.4.

  	
   

  	
  Amount Credited to Funding
  Standard Account

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  11

  	
   

  
	
  Section 5.1.

  	
   

  	
  Representations and
  Warranties of NWA Corp. and Northwest

  	
   

  	
  11

  	
   

  
	
  Section 5.2.

  	
   

  	
  Representations and
  Warranties of Pinnacle Corp.

  	
   

  	
  14

  	
   

  
	
  Section 5.3.

  	
   

  	
  Representations and
  Warranties of Fiduciary Counselors

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  RESTRICTIONS ON TRANSFER

  	
   

  	
  20

  	
   

  
	
  Section 6.1.

  	
   

  	
  Restrictions on Transfer

  	
   

  	
  20

  	
   

  
	
  Section 6.2.

  	
   

  	
  Right of First Refusal

  	
   

  	
  20

  	
   

  
	
  Section 6.3.

  	
   

  	
  Limitation on
  Series A Preferred Stock Blocking Rights

  	
   

  	
  21

  	
   

  
	
  Section 6.4.

  	
   

  	
  Scope Clause Limitation

  	
   

  	
  21

  	
   

  
	
  Section 6.5.

  	
   

  	
  Commercially Reasonable
  Efforts; Expenses of Financial Advisor

  	
   

  	
  21

  	
   

  
	
  Section 6.6.

  	
   

  	
  Prohibited Transfers

  	
   

  	
  21

  	
   

  
	
  Section 6.7.

  	
   

  	
  Legend

  	
   

  	
  22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  GOVERNANCE

  	
   

  	
  22

  	
   

  
	
  Section 7.1.

  	
   

  	
  Board of Directors of
  Pinnacle Corp

  	
   

  	
  22

  	
   

  
	
  Section 7.2.

  	
   

  	
  Certain Approval Rights

  	
   

  	
  23

  	
   

  
	
  Section 7.3.

  	
   

  	
  Agreements of Fiduciary
  Counselors

  	
   

  	
  23

  	
   

  



 


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Page


 


	
  ARTICLE VIII PUT
  OPTION

  	
   

  	
  24

  	
   

  
	
  Section 8.1.

  	
   

  	
  Exercise of the Put Option

  	
   

  	
  24

  	
   

  
	
  Section 8.2.

  	
   

  	
  Put Closing Date

  	
   

  	
  24

  	
   

  
	
  Section 8.3.

  	
   

  	
  Underwritten Public
  Offering or Sale to Third Party

  	
   

  	
  26

  	
   

  
	
  Section 8.4.

  	
   

  	
  Suspension of the Put
  Option

  	
   

  	
  27

  	
   

  
	
  Section 8.5.

  	
   

  	
  Termination of the Put
  Option; “Cap” on Put Price

  	
   

  	
  28

  	
   

  
	
  Section 8.6.

  	
   

  	
  Anti-Dilution Adjustment

  	
   

  	
  29

  	
   

  
	
  Section 8.7.

  	
   

  	
  Effect of Acceleration of
  Credit Facility

  	
   

  	
  29

  	
   

  
	
  Section 8.8.

  	
   

  	
  Guarantee

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  REGISTRATION RIGHTS

  	
   

  	
  30

  	
   

  
	
  Section 9.1.

  	
   

  	
  Initial Public Offering

  	
   

  	
  30

  	
   

  
	
  Section 9.2.

  	
   

  	
  Shelf Registration
  Statements

  	
   

  	
  31

  	
   

  
	
  Section 9.3.

  	
   

  	
  Maintenance of
  Effectiveness

  	
   

  	
  32

  	
   

  
	
  Section 9.4.

  	
   

  	
  Incidental Registration

  	
   

  	
  32

  	
   

  
	
  Section 9.5.

  	
   

  	
  Registration on Demand

  	
   

  	
  34

  	
   

  
	
  Section 9.6.

  	
   

  	
  Lock-Up

  	
   

  	
  34

  	
   

  
	
  Section 9.7.

  	
   

  	
  Registration Procedures

  	
   

  	
  35

  	
   

  
	
  Section 9.8.

  	
   

  	
  Plan Adherence to
  Underwriting Arrangements

  	
   

  	
  40

  	
   

  
	
  Section 9.9.

  	
   

  	
  Indemnification

  	
   

  	
  40

  	
   

  
	
  Section 9.10.

  	
   

  	
  Rule
  144

  	
   

  	
  44

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X CONDITIONS
  PRECEDENT FOR CLOSING AND CONTRIBUTIONS

  	
   

  	
  44

  	
   

  
	
  Section 10.1.

  	
   

  	
  Conditions Precedent to
  Closing

  	
   

  	
  44

  	
   

  
	
  Section 10.2.

  	
   

  	
  Conditions to Fiduciary
  Counselors’s Obligation to Accept the Initial Contribution

  	
   

  	
  46

  	
   

  
	
  Section 10.3.

  	
   

  	
  Conditions to Fiduciary
  Counselors’s Obligation to Accept Subsequent Contributions

  	
   

  	
  46

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI ADDITIONAL
  AGREEMENTS AND COVENANTS

  	
   

  	
  47

  	
   

  
	
  Section 11.1.

  	
   

  	
  Arms Length Transactions

  	
   

  	
  47

  	
   

  
	
  Section 11.2.

  	
   

  	
  Rights Agreement and Stock
  Incentive Plan

  	
   

  	
  47

  	
   

  
	
  Section 11.3.

  	
   

  	
  Affiliate Transactions

  	
   

  	
  48

  	
   

  
	
  Section 11.4.

  	
   

  	
  Changes to the Airline
  Services Agreement

  	
   

  	
  48

  	
   

  
	
  Section 11.5.

  	
   

  	
  Liquidity Notice

  	
   

  	
  48

  	
   

  
	
  Section 11.6.

  	
   

  	
  Additional Information

  	
   

  	
  49

  	
   

  
	
  Section 11.7.

  	
   

  	
  Duty of Independent
  Fiduciary; Liquidity

  	
   

  	
  49

  	
   

  
	
  Section 11.8.

  	
   

  	
  Agreements with Respect to
  Certain Tax Matters

  	
   

  	
  50

  	
   

  
	
  Section 11.9.

  	
   

  	
  Failure by Department of
  Labor to Issue Final Exemption

  	
   

  	
  52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII CLOSING

  	
   

  	
  53

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII
  TERMINATION

  	
   

  	
  53

  	
   

  
	
  Section 13.1.

  	
   

  	
  Termination

  	
   

  	
  53

  	
   

  
	
  Section 13.2.

  	
   

  	
  Effect of Termination

  	
   

  	
  54

  	
   

  



 


-ii

















 


Page


 


	
  ARTICLE XIV REMEDIES

  	
   

  	
  54

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV
  MISCELLANEOUS

  	
   

  	
  55

  	
   

  
	
  Section 15.1.

  	
   

  	
  Costs and Expenses

  	
   

  	
  55

  	
   

  
	
  Section 15.2.

  	
   

  	
  Notices

  	
   

  	
  55

  	
   

  
	
  Section 15.3.

  	
   

  	
  Assignment; Binding Effect

  	
   

  	
  56

  	
   

  
	
  Section 15.4.

  	
   

  	
  Amendment, Modification
  and Waiver

  	
   

  	
  56

  	
   

  
	
  Section 15.5.

  	
   

  	
  Governing Law; Consent to
  Jurisdiction; No Jury Trial

  	
   

  	
  57

  	
   

  
	
  Section 15.6.

  	
   

  	
  Severability

  	
   

  	
  57

  	
   

  
	
  Section 15.7.

  	
   

  	
  Counterparts

  	
   

  	
  57

  	
   

  
	
  Section 15.8.

  	
   

  	
  Entire Agreement

  	
   

  	
  57

  	
   

  
	
  Section 15.9.

  	
   

  	
  No Third-Party Rights

  	
   

  	
  57

  	
   

  



 


 


	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  —

  	
   

  	
  Amended and Restated
  Certificate of Incorporation of Pinnacle Corp.

  	
   

  
	
  Exhibit B-1

  	
   

  	
  —

  	
   

  	
  Form of Rights Agreement

  	
   

  
	
  Exhibit B-2

  	
   

  	
  —

  	
   

  	
  Form of 2003 Stock
  Incentive Plan

  	
   

  
	
  Exhibit C

  	
   

  	
  —

  	
   

  	
  Second Tax Sharing
  Agreement

  	
   

  
	
  Exhibit D

  	
   

  	
  —

  	
   

  	
  Form of IPO Tax Sharing
  Agreement

  	
   

  
	
  Exhibit E

  	
   

  	
  —

  	
   

  	
  Other Affiliate
  Transaction Agreements

  	
   

  



 


-iii

















 


OMNIBUS AGREEMENT


This OMNIBUS AGREEMENT is dated
January 15, 2003, and is between Pinnacle Airlines Corp., a Delaware
corporation (“Pinnacle Corp.”), Northwest Airlines, Inc., a Minnesota
corporation (“Northwest”), Northwest Airlines Corporation, a Delaware
corporation (“NWA Corp.”),
and Aon Fiduciary Counselors, Inc., a Delaware corporation, solely in its
capacity as independent fiduciary for the Plans referred to below in connection
with the transactions contemplated by this Agreement (in such capacity, “Fiduciary
Counselors”).


Preamble


1.             NWA Inc. (“NWA”), an indirect wholly owned
Subsidiary of NWA Corp. and the wholly owning parent of Northwest, owns
86,842 shares (the “Pinnacle Airlines Shares”) of common
stock, par value $0.01 per share, of Pinnacle Airlines, Inc., a Georgia
corporation (“Pinnacle Airlines”), such Pinnacle Airlines Shares being
all of the issued and outstanding capital stock of Pinnacle Airlines.  When this Agreement becomes effective, Pinnacle
Airlines will declare and pay to NWA a dividend consisting of a promissory note
payable to the order of NWA in the principal amount of $200,000,000 (the “Note”).  NWA will then transfer the Pinnacle Airlines
Shares to Pinnacle Corp. (which previously will have had no assets or
operations) in exchange for the issuance by Pinnacle Corp. to NWA of
(i) 15,000,000 shares (the “Pinnacle Corp. Shares”) of its common
stock, par value $0.01 per share (the “Pinnacle Corp. Stock”), (ii) one
share (the “Series A Preferred Share”) of Series A Preferred
Stock, par value $0.01 per share, of Pinnacle Corp. which, upon issuance and
together with the Pinnacle Corp. Shares, will constitute all of the issued and
outstanding capital stock of Pinnacle Corp., (iii) a guaranty of the Note,
(iv) guaranties of certain aircraft lease obligations of Pinnacle Airlines
to Northwest, and (v) guaranties of certain aircraft sublease obligations
of Pinnacle Airlines to Northwest.  NWA
will then Transfer the Pinnacle Corp. Shares and the Series A Preferred
Share to Northwest as a contribution to the capital of Northwest.


2.             Northwest has minimum funding requirements pursuant to
ERISA Section 302 and Code Section 412 for Plan Years 2002, 2003 and
2004 that are due in calendar years 2003 and 2004 for each of the Northwest
Airlines Pension Plan for Contract Employees, Northwest Airlines Pension Plan
for Pilot Employees and Northwest Airlines Pension Plan for Salaried Employees
(each, a  “Plan”
and, collectively, the “Plans”).


3.             Northwest seeks to have the ability to contribute some
or all of the Pinnacle Corp. Shares to the Plans in lieu of cash to satisfy
Northwest’s minimum funding requirements that are due in calendar years 2003
and 2004.  Northwest may also contribute
Pinnacle Corp. Shares during calendar years 2003 and 2004 with respect to a
Plan for which there is no minimum funding requirement, creating a credit
balance for such Plan.


4.             Since the contribution of the Pinnacle Corp. Shares to
the Plans would otherwise be prohibited under Sections 406 and 407 of
ERISA and Section 4975 of the Code, Northwest has applied to the
Department of Labor for exemptive relief under Section 408(a) of ERISA and
Section 4975(c)(2) of the Code, and, in connection therewith, Northwest
has engaged Fiduciary Counselors as an independent fiduciary for the Plans to
negotiate and approve the terms upon which the Plans would accept the Pinnacle
Corp Shares contributed to the Plans by Northwest 


 


 

















 


and the other terms that would apply to such Pinnacle
Corp. Shares once such shares are contributed to the Plans.  Northwest and Fiduciary Counselors entered
into a letter agreement dated as of November 5, 2002 (the “Plan
Fiduciary Agreement”), whereby Northwest engaged Fiduciary
Counselors as independent fiduciary for the Plans in connection with the
contemplated contributions.


5.             This Agreement reflects, among other things, the terms
upon which Northwest and Fiduciary Counselors have agreed that the Pinnacle
Corp. Shares may be contributed to and held by the Plans.


The parties agree as
follows:


ARTICLE I


DEFINITIONS


Section 1.1.    Definitions
of Words and Phrases.


“Affiliate” means, with
respect to a specified Person, another Person who directly or indirectly
controls, is controlled by, or is under common control with, such specified
Person.  As used in this definition, the
term “control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by Contract or otherwise.  For the purposes of Article II of this
Agreement, “Affiliate” means any
person or entity that, immediately following the IPO or at any time thereafter,
directly or indirectly controls or is controlled by or is under common control
with the party referred to and includes any subsidiary whose parent owns 50% or
more of its voting securities. 
Notwithstanding the foregoing, for purposes of the transactions
contemplated by Article II of this Agreement, (i) Affiliates of
Northwest will not include any entities that would not be Affiliates of
Northwest but for Northwest owning shares of Pinnacle Corp. or an officer or
director of Northwest serving as an officer or director of Pinnacle Corp., and
(ii) Affiliates of Pinnacle Corp. will not include Northwest or any
Affiliates of Northwest.


“Airline Services Agreement”
means the Airline Services Agreement among Pinnacle Corp., Pinnacle Airlines
and Northwest, dated January 14, 2003, and made effective as of January 1,
2003.


“Amended and Restated Charter of
Pinnacle Corp.” means the Amended and Restated Certificate of
Incorporation of Pinnacle Corp. as set forth in Exhibit A hereto.


“Business Combination”
means a reorganization, merger, consolidation, share exchange, recapitalization
or similar transaction relating to a Pinnacle Airlines Affected Company or a
tender or exchange offer initiated by a Pinnacle Airlines Affected Company,
other than (i) a Business Combination in which a Subsidiary of Pinnacle
Airlines transfers all or part of its assets to Pinnacle Airlines or another
wholly-owned subsidiary of Pinnacle Airlines and (ii) a merger with an
Affiliate that has no significant assets or liabilities and was formed solely
for the purpose of changing the jurisdiction of organization of that Person to
another state of the United States or the form of organization of that Person.


 


-2-

















 


“Business Day” means a
day which is not a Saturday, Sunday or a day on which banks in New York City
are authorized or required by Law to close.


“Closing” means the
execution and delivery of this Agreement by the parties hereto, the
consummation of the transactions contemplated by Article II hereof and, if
it occurs, the consummation of the Initial Contribution on the Closing Date.


“Closing Date” means
the time and date as of which the Closing takes place.


“Code” means the
Internal Revenue Code of 1986, as amended to the date hereof and from time to
time hereafter.


“Contribution” means
any contribution by Northwest of Pinnacle Corp. Shares to the Plans in
accordance with Article III or Article IV.


“Contract” means any
contract, agreement, license, lease, sublease, mortgage, guaranty, deed of
trust, note, indenture, bond, plan, commitment, understanding or undertaking
(whether or not in writing).


“Court” means any court
or arbitration tribunal established and functioning under the Laws of any
nation or state, including the United States of America, or any political
subdivision thereof, including any state of the United States of America.


“Credit Agreement”
means the $1,125,000,000 Credit and Guarantee Agreement dated as of
October 24, 2000 under which Northwest is the borrower, as amended by the
First Amendment thereto dated as of May 1, 2001, and as further amended by
the Second Amendment thereto dated as of October 23, 2001, and as further
amended by the Third Amendment thereto dated as of September 9, 2002, and
as further modified or amended subsequent to the date of this Agreement,
including any refinancings, renewals, extensions or replacements thereof
subsequent to the date of this Agreement (including any such successor
agreement between or among Northwest and a party or parties other than the
parties to such Credit and Guarantee Agreement), as any such successor
agreement may be modified, amended or replaced from time to time.


“Department of Labor”
means the United States Department of Labor.


“Department
of Transportation” means the United States Department of
Transportation.


“Early Termination Event”
means (i) subject to Article XIV, any material breach of this
Agreement by Northwest that is not cured within 30 days from the date on
which Northwest receives notice in writing from Fiduciary Counselors of such
breach or (ii) Northwest’s failure to, or declared intention, on or prior
to the applicable Put Closing Date (as such Put Closing Date may be adjusted
pursuant to Section 8.2 of this Agreement), not to (1) purchase from
the Plans Plan Shares as to which Fiduciary Counselors has duly exercised the
Put Option or (2) in lieu thereof, either cause Pinnacle Corp. to include
and sell such Plan Shares in a sale of Pinnacle Corp. Stock to the general
public in an offering registered under the Securities Act or arrange for the
private sale of such Plan Shares by the Plans to a third party.  An Early Termination Event will also occur
in the event of any material breach of this Agreement by Pinnacle Corp. that is



 


-3-

















 


not
cured within 30 days from the date on which Pinnacle Corp. and Northwest
receive notice in writing from Fiduciary Counselors of such breach, provided that at the time of such breach
and during such 30 day period such breach would have been cured but for the
failure of Northwest to exercise its rights as a stockholder to cause the
directors of Pinnacle Corp. to, or to elect new directors of Pinnacle Corp. who
would, in either case, cause Pinnacle Corp. to cure such breach.


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, or any successor
Law, and regulations and rules promulgated thereunder.


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor Law, and
regulations and rules promulgated thereunder.


“FAA” means the
Federal Aviation Administration.


“Floor Price” means,
with respect to a Plan Share, the value ascribed to such Plan Share by
Fiduciary Counselors at the time of the Contribution of such Plan Share in
accordance with this Agreement, subject to adjustment in accordance with
Section 8.6 of this Agreement.


“GAAP” means United States generally
accepted accounting principles, as in effect from time to time.


“Governmental Authority”
means any national, federal, regional, state, local or other governmental
agency, authority, administrative agency, regulatory body, commission or
instrumentality (other than a Court), including any multinational authority
having governmental or quasi-governmental powers.


“Internal
Revenue Service” means the United States Internal Revenue
Service.


“IPO” means the consummation
of the first public offering and sale of the Pinnacle Corp. Stock pursuant to
an effective registration statement under the Securities Act, if immediately
thereafter the Pinnacle Corp. Stock is Publicly Traded.


“IPO Registration Statement”  means
the Registration Statement on Form S-1 (Registration No. 333-83354)
filed by Pinnacle Corp. with the SEC on February 25, 2002, as most
recently amended by Amendment No. 4 filed with the SEC on October 31,
2002, pertaining to the registration and initial public offering of the
Pinnacle Corp. Stock.


“Law” and “Laws”
means all laws, statutes and ordinances of any nation or state, including the
United States of America and any political subdivision thereof, including any
state of the United States of America, including all decisions of Courts having
the effect of law in any such jurisdiction.


“Market Value” means, with respect to the
shares of Pinnacle Corp. Stock as to which the Put Option is exercised and for
the purpose of any determination under Section 4.2 or Section 8.4,
(i) if Pinnacle Corp. Stock is not Publicly Traded on the related Put
Exercise Date or such other date as of which a determination of Market Value is
being made, the greater of (A) fair market value of the Pinnacle Corp. Stock
as of such Put Exercise Date or such other determination date or, if
applicable, (B) fair market value of the Pinnacle Corp Stock on the 


 


-4-

















 


applicable
Put Closing Date, in each case on a per share basis, as determined in good
faith by Fiduciary Counselors, or (ii) if Pinnacle Corp. Stock is Publicly
Traded at such Put Exercise Date or such other determination date, (A) for purposes of a determination
under Section 8.4,
the closing price of the Pinnacle Stock on the last trading day immediately
prior to the date that would otherwise be the Put Exercise Date, and
(B) for any other purpose, the greater of (x) the
average closing price for the Pinnacle Corp. Stock over the 10 trading
days immediately preceding the Put Exercise Date or (y) the closing price
of the Pinnacle Corp. Stock on the last trading day prior to the Put Closing
Date.


“Marketable
Securities” means any securities which are listed on any
national securities exchange, which may be sold for cash and which are not
subject to any restrictions on transfer imposed by contract, applicable
securities laws or the applicable rules of any such national securities
exchange.


“Material Adverse Effect”
means, with respect to a specified Person, any event, condition or contingency
that has, or is reasonably likely to have, a material adverse effect on the
business, properties, financial condition or results of operations of such
Person and its Subsidiaries, taken as a whole.


“NASD” means the
National Association of Securities Dealers, Inc.


“NASDAQ” means the
National Association of Securities Dealers Automated Quotation System.


“Northwest Liquidity”
means, unless Fiduciary Counselors and Northwest otherwise agree, the sum of
(i) unrestricted cash and cash equivalents of NWA Corp. and its
Subsidiaries, (ii) unrestricted short term investments of NWA Corp. and
its Subsidiaries, (iii) up to $100,000,000 in the aggregate of restricted
cash and cash equivalents of NWA Corp. and its Subsidiaries and (iv) the
aggregate amount of all revolving credit lines available to NWA Corp. and its
Subsidiaries pursuant to the Credit Agreement.


“Northwest Pilots Agreement”
means the Collective Bargaining Agreement between Northwest and Air Line Pilots
Association, International, dated as of September 13, 1998, as amended, or
any successor agreement.


“Person” means any
individual, firm, unincorporated organization, corporation (including any
not-for-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association or other entity, including
any syndicate or group that would be deemed to be a person under
Section 12(a)(3) of the Exchange Act.


“Pinnacle Airlines Affected Company”
means (a) Pinnacle Airlines, (b) any holding company of Pinnacle Airlines,
or (c) any subsidiary of Pinnacle Airlines or of any holding company of
Pinnacle Airlines, that in each such case owns or controls, directly or
indirectly, all or substantially all of the airline operations assets of
Pinnacle Airlines, such holding companies and such subsidiaries, taken as a
whole.  For the purposes of this
definition, any references to Pinnacle Airlines include any successor Person.


 


-5-

















 


“Plan Shares” means
Pinnacle Corp. Shares held by any of the Plans at any time that were
contributed to such Plans pursuant to and in accordance with the terms of this
Agreement and have not previously been Transferred by the Plans.  References to Plan Shares will, where
appropriate, be deemed to include additional shares of Pinnacle Corp. Stock or
other securities or property, as contemplated by Section 8.6 of this
Agreement.


“Publicly Traded”
means, with respect to the securities of any Person, that such securities
(i) are registered under Section 12(b) or Section 12(g) of the
Exchange Act and (ii) are listed on the New York Stock Exchange or the
Nasdaq National Market System.


“Registration Expenses”
means any and all expenses incident to performance of or compliance by Pinnacle
Corp. with Article IX of this Agreement, including but not limited to
(i) all SEC and stock exchange or NASD registration and filing fees
(including, if applicable, the fees and expenses of any “qualified independent
underwriter,” as such term is defined in Schedule E to the Bylaws of the
NASD, and of its counsel), (ii) all fees and expenses of complying with
securities or blue sky laws (including fees and disbursements of counsel for
the underwriters in connection with blue sky qualifications of the Plan
Shares), (iii) all printing, messenger and delivery expenses,
(iv) all fees and expenses incurred in connection with the listing of the
Plan Shares on any securities exchange pursuant to Article IX and all
rating agency fees, (v) the fees and disbursements of counsel for Pinnacle
Corp. and of its independent public accountants, including the expenses of any
special audits and/or “cold comfort” letters required by or incident to such
performance and compliance, (vi) any fees and disbursements of
underwriters customarily paid by issuers and other sellers of securities,
including liability insurance if Pinnacle Corp. so desires or if the
underwriters so require, and the reasonable fees and expenses of any special
experts retained in connection with the requested registration, but excluding
underwriting discounts and commissions and transfer taxes, if any, and
(vii) other reasonable out-of-pocket expenses of the Plans (including but
not limited to the reasonable fees and expenses of one legal counsel reasonably
acceptable to Northwest and the reasonable fees and expenses of any financial
advisor engaged by Fiduciary Counselors or the Plans and reasonably acceptable
to Northwest).


“Rights Agreement”
means the Rights Agreement to be entered into between Pinnacle Corp. and the
rights agent thereunder, the form of which is attached as Exhibit B
hereto.


“SEC” means the
Securities and Exchange Commission.


“Securities Act” means
the Securities Act of 1933, as amended, or any successor Law, and regulations
and rules issued thereunder.


“Series A Preferred Stock”
means the Series A Preferred Stock of Pinnacle Corp.


“Subsidiary” means, with
respect to any person, (i) any corporation 50% or more of whose stock of
any class or classes having by the terms thereof ordinary voting power to elect
a majority of the directors of such corporation is at the time owned by such
person, directly or indirectly through one or more Subsidiaries, and
(ii) any partnership, limited liability company, association, joint
venture or other entity in which such person, directly or indirectly through
one or more Subsidiaries, has a 50% or more equity or other ownership interest
at the time.


 


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“Transfer” means, with
respect to a specified Person, directly or indirectly, voluntarily or
involuntarily selling, transferring, assigning, pledging, encumbering,
hypothecating, hedging, or similarly disposing of, or entering into any
contract, option or other arrangement or understanding with respect to the
sale, transfer, assignment, pledge, encumbrance, hypothecation, hedge or
similar disposition of, any shares of Pinnacle Corp. Stock or Pinnacle Airlines
Shares beneficially owned by the specified Person or any interest in any shares
of Pinnacle Corp. Stock or Pinnacle Airlines Shares beneficially owned by the
specified Person.


Section 1.2.    Other
Definitions.  The following terms are defined in the
Sections indicated:


	
  Term

  	
   

  	
    Section

  
	
  Additional Consideration

  	
   

  	
  11.8(b

  	
  )

  
	
  Additional Initial Contribution

  	
   

  	
  3.1

  	
   

  
	
  Deferral Election Deadline

  	
   

  	
  8.2(a

  	
  )

  
	
  Effective Period

  	
   

  	
  9.3(a

  	
  )

  
	
  Encumbrances

  	
   

  	
  5.1(c

  	
  )

  
	
  Environmental Laws

  	
   

  	
  5.2(h

  	
  )

  
	
  Exchange Consideration

  	
   

  	
  8.6(c

  	
  )

  
	
  Fiduciary Counselors

  	
   

  	
  Preamble

  	
   

  
	
  Fiduciary Counselors Disclosure Letter

  	
   

  	
  5.3

  	
   

  
	
  Freely Tradable

  	
   

  	
  8.4

  	
   

  
	
  Governmental Licenses

  	
   

  	
  5.2(l

  	
  )

  
	
  Indemnified Parties

  	
   

  	
  9.9(b

  	
  )

  
	
  Initial Contribution

  	
   

  	
  3.1

  	
   

  
	
  Initial Offeror

  	
   

  	
  6.2

  	
   

  
	
  IPO Common Shares

  	
   

  	
  11.8(a

  	
  )

  
	
  IPO Corp.

  	
   

  	
  11.8(a

  	
  )

  
	
  IPO Note

  	
   

  	
  11.8(b

  	
  )

  
	
  IPO Preferred Share

  	
   

  	
  11.8(a

  	
  )

  
	
  IPO Tax Sharing Agreement

  	
   

  	
  11.8(c

  	
  )

  
	
  Latest Year End

  	
   

  	
  5.1(g

  	
  )

  
	
  Liquidity Notice

  	
   

  	
  11.5

  	
   

  
	
  Master Trust

  	
   

  	
  5.1(m

  	
  )

  
	
  Northwest

  	
   

  	
  Preamble

  	
   

  
	
  Northwest Director

  	
   

  	
  7.1(a

  	
  )

  
	
  Northwest Disclosure Letter

  	
   

  	
  5.1

  	
   

  
	
  Note

  	
   

  	
  Preamble

  	
   

  
	
  NWA

  	
   

  	
  Preamble

  	
   

  
	
  NWA Corp.

  	
   

  	
  Preamble

  	
   

  
	
  NWA Corp. Reports

  	
   

  	
  5.1(g

  	
  )

  
	
  Offer Notice

  	
   

  	
  6.2

  	
   

  
	
  Pinnacle Corp.

  	
   

  	
  Preamble

  	
   

  
	
  Pinnacle Airlines

  	
   

  	
  Preamble

  	
   

  
	
  Pinnacle Airlines Shares

  	
   

  	
  Preamble

  	
   

  
	
  Pinnacle Corp. Shares

  	
   

  	
  Preamble

  	
   

  
	
  Pinnacle Corp. Stock

  	
   

  	
  Preamble

  	
   

  



 


-7-

















 


	
  Plan Fiduciary

  	
   

  	
  11.7

  	
   

  
	
  Plan Fiduciary Agreement

  	
   

  	
  Preamble

  	
   

  
	
  Plan IPO Demand Trigger Date

  	
   

  	
  9.1(a

  	
  )

  
	
  Plan Director

  	
   

  	
  7.1(a

  	
  )

  
	
  Plans

  	
   

  	
  Preamble

  	
   

  
	
  Pool Assets

  	
   

  	
  5.1(n

  	
  )

  
	
  Put Closing Date

  	
   

  	
  8.2(a

  	
  )

  
	
  Put Exercise Date

  	
   

  	
  8.1(a

  	
  )

  
	
  Put Option

  	
   

  	
  8.1(a

  	
  )

  
	
  Put Price

  	
   

  	
  8.1(b

  	
  )

  
	
  Scope Clause

  	
   

  	
  6.4

  	
   

  
	
  Series A Preferred Share

  	
   

  	
  Preamble

  	
   

  
	
  Second Tax Sharing Agreement

  	
   

  	
  2.2

  	
   

  
	
  Section 9.9(a) Indemnified Parties

  	
   

  	
  9.9(a

  	
  )

  
	
  Section 9.9(b) Indemnified Parties

  	
   

  	
  9.9(b

  	
  )

  
	
  Shelf Registration Statement

  	
   

  	
  9.2(a

  	
  )

  
	
  Special Counsel

  	
   

  	
  9.7(a

  	
  )

  
	
  Subsequent Contribution

  	
   

  	
  4.1

  	
   

  



 


Section
1.3.    Rules
of Construction.  The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rule of strict construction will
be applied against any party.  All
section headings contained in this Agreement are for convenience of reference
only, do not form a part of this Agreement and will not affect in any way the
meaning or interpretation of this Agreement. 
All words used in this Agreement will be construed to be of such gender
or number as the circumstances require. 
Unless the context otherwise requires, “or” is disjunctive but not
exclusive, words in the singular include the plural and vice versa, and the
words “hereof,” “herein” and “hereunder” and words of similar import refer to
this Agreement as a whole and not to any particular provision of this
Agreement.


ARTICLE II


PRELIMINARY TRANSACTIONS


Section 2.1    Preliminary Transactions.  Subject to satisfaction of the conditions contained in
Section 10.1 of this Agreement and immediately following the execution and
delivery of this Agreement, on the Closing Date the following transactions will
occur in the order indicated:


(i)            Pinnacle Airlines will distribute the Note to NWA;


(ii)           NWA will Transfer to Pinnacle Corp. the Pinnacle Airlines
Shares and in consideration of, and effective concurrently with such Transfer,
Pinnacle Corp. (A) will issue to NWA the Pinnacle Corp. Shares and the
Series A Preferred Share, (B) will execute a guaranty of the Note, (C)
will execute guaranties of the aircraft engine sublease obligations of Pinnacle
Airlines to Northwest and (D) will execute guaranties of the aircraft sublease
obligations of Pinnacle Airlines to Northwest;


 


-8-

















 


(iii)          NWA will Transfer the Pinnacle Corp. Shares and the
Series A Preferred Share to Northwest as a contribution to the capital of
Northwest.


Section
2.2.    Existing Tax Sharing
Agreement. 
Concurrently with the transactions described in Section 2.1,
Pinnacle Corp. will execute and deliver to NWA, the Second Income Tax Sharing
Agreement, effective as of the first day of the consolidated return year
beginning January 1, 1998, among NWA Corp. and each of its subsidiaries
identified therein (the “Second Tax Sharing Agreement”), in
accordance with Section 12 thereof. 
A copy of the Second Tax Sharing Agreement is attached as Exhibit C
hereto.


Section
2.3.    Restrictions on Liquidations
and Mergers.  For a period of two years following the
transfer by NWA of the Pinnacle Airlines Shares to Pinnacle Corp. pursuant to
this Agreement neither Pinnacle Corp. nor Pinnacle Airlines will engage, and
Northwest will not permit either Pinnacle Corp. or Pinnacle Airlines to engage,
in any transaction described in Section 5.2(d) of this Agreement, except
any such transaction involving unrelated third parties exclusively.


Section
2.4.    Restrictions on Activities.  Until such time as Pinnacle Corp. Stock is
Publicly Traded, Pinnacle Corp. will not engage in any business other than as a
holding company holding the capital stock of Pinnacle Airlines.


ARTICLE III


INITIAL CONTRIBUTION OF SHARES


Section
3.1.    Determination by Independent
Fiduciary; Notice of Fiduciary Counselors Valuation.  Upon execution of this Agreement but prior
to the Closing, Northwest is deemed to provide notice to Fiduciary Counselors
of its intention to contribute an aggregate dollar value of Pinnacle Corp.
Shares to the Northwest Airline Pension Plan for Contract Employees in the
amount of $41,149,911 necessary to satisfy Northwest’s minimum funding
contribution pursuant to ERISA Section 302 and Code Section 412 due
on January 15, 2003 (the “Initial Contribution”) for the
Northwest Airlines Pension Plan for Contract Employees.  In addition, Northwest is deemed to have
given notice of its intention to contribute an aggregate dollar value of
Pinnacle Corp. Shares in the amount of $2,671,983 to the Northwest Airlines
Pension Plan for Contract Employees (the “Additional
Initial Contribution”), which such Additional Initial
Contribution shall be credited to the funding standard account of the Northwest
Airlines Pension Plan for Contract Employees (based on the valuation ascribed
at the Closing Date).  Until such time
as the purchase by Northwest of Plan Shares pursuant to the exercise of the Put
Option will not violate the Credit Agreement, Northwest shall make all required
contributions as if the Additional Initial Contribution had not been credited
to the funding standard account of the Northwest Airlines Pension Plan for
Contract Employees.  Each of the
Pinnacle Corp. Shares being contributed will have a value determined by
Fiduciary Counselors in accordance with Section 4.2 hereof and Fiduciary
Counselors will provide written notice thereof to Northwest immediately upon
such determination.


Section
3.2.    Initial Contribution Amount.  Immediately following the transactions
described in Article II hereof and the receipt by Northwest of the value
determination from 


 


-9-

















 


Fiduciary
Counselors described in Section 3.1, Northwest may, but will not be
required to, contribute a number of Pinnacle Corp. Shares to the Northwest
Airline Pension Plan for Contract Employees necessary to satisfy all or a part
of the Initial Contribution and the Additional Initial Contribution based on
the value ascribed by Fiduciary Counselors.


Section
3.3.    Amount Credited to Funding
Standard Account.  Regardless
of the amount of Northwest’s deduction for such Initial Contribution and
Additional Initial Contribution for federal income tax or any other purpose,
Northwest will cause to be credited to the funding standard account of the
Northwest Airlines Pension Plan for Contract Employees the value of the
Pinnacle Corp. Shares as determined by Fiduciary Counselors pursuant to
Section 4.2 hereof.


ARTICLE IV


SUBSEQUENT CONTRIBUTIONS


Section
4.1.    Subsequent Contribution
Notice.  For each
Contribution subsequent to the Initial Contribution proposed to be made by
Northwest in calendar year 2003 or 2004 (each, a “Subsequent Contribution”),
Northwest will provide Fiduciary Counselors with written notice of its
intention to make a Subsequent Contribution at least 60 calendar days
prior to the date on which Northwest proposes to make such Subsequent
Contribution.  Northwest will indicate
in such written notice the aggregate dollar value of the Pinnacle Corp. Shares
that Northwest proposes to contribute to each of the Plans in such Subsequent
Contribution.


Section
4.2.    Notice of Fiduciary
Counselors Valuation.  If
the Pinnacle Corp. Stock is Publicly Traded at the time Northwest provides
notice of a proposed Subsequent Contribution, the valuation ascribed to the
Pinnacle Corp. Shares comprising the relevant Subsequent Contribution will be
their Market Value determined as of the date of such Subsequent
Contribution.  If the Pinnacle Corp.
Stock is not Publicly Traded at the time Northwest provides such notice, within
30 days after the date of Northwest’s notice, Fiduciary Counselors will
indicate to Northwest in writing the value that Fiduciary Counselors
preliminarily ascribes to the Pinnacle Corp. Stock, including a detailed
explanation of the methodology used by Fiduciary Counselors to determine such
value and a written valuation report which may take into account valuation studies,
assumptions and other factors prepared by Morgan Stanley & Co. Incorporated
and such other such financial advisors and experts as Fiduciary Counselors may
deem relevant to determine the per share value of the Pinnacle Corp. Shares to
be contributed in such Subsequent Contribution.  Northwest will provide to Fiduciary Counselors and its advisors
and experts such information reasonably requested by Fiduciary Counselors as
Fiduciary Counselors reasonably believes relevant to the valuation of such
Pinnacle Corp. Shares.  Fiduciary
Counselors will notify Northwest in writing no later than 15 days prior to
the proposed date of such Subsequent Contribution of the value ascribed by
Fiduciary Counselors to the Pinnacle Corp. Stock that will comprise the
Subsequent Contribution and whether and to what extent Fiduciary Counselors
will accept such Subsequent Contribution. 
Notwithstanding any other provision of this Agreement, in no event shall
(a) any or all of the Plans hold 100% of the outstanding Pinnacle Corp. Stock,
or (b) the Initial Contribution or any Subsequent Contribution cause the
combined total value of all “employer security” and “employer real property”
(within the meaning of ERISA 


 


-10-

















 


Section 407(d))
to exceed 10% of the value of the assets of the Plan holding Pinnacle Corp.
Stock.


Section
4.3.    Contribution by Northwest.  On the relevant date of a Subsequent
Contribution, Northwest may, but will not be required to, contribute to the
respective Plans such number of shares of Pinnacle Corp. Stock as will have an
aggregate value not to exceed the relevant amount indicated in Northwest’s
notice given in accordance with Section 4.1 hereof.


Section
4.4.    Amount Credited to Funding
Standard Account.  Northwest
will cause to be credited to the funding standard account of each Plan an
amount equal to the aggregate dollar value of the shares of Pinnacle Corp.
Stock contributed to each Plan as determined in accordance with
Section 4.2 hereof, regardless of the amount of Northwest’s deduction for
such Contribution for federal income tax or any other purpose.


ARTICLE V


REPRESENTATIONS AND WARRANTIES


Section
5.1.    Representations and
Warranties of NWA Corp. and Northwest.  Except as otherwise set forth in the corresponding sections of
the disclosure letter, dated the date of each Contribution and delivered by
Northwest to Fiduciary Counselors prior to the acceptance by Fiduciary
Counselors of the Pinnacle Corp. Shares proposed to be contributed to the Plans
(the “Northwest Disclosure Letter”),
NWA Corp. and Northwest jointly and severally represent and warrant to
Fiduciary Counselors that as of the date of this Agreement and each Subsequent
Contribution date, as applicable (except where a different date or time is
expressly stated):


(a)           Existence; Good Standing; Corporate Authority.  Each of NWA Corp. and Northwest is
(i) duly organized, validly existing and in good standing under the Laws
of its respective jurisdiction of incorporation and (ii) is duly licensed or
qualified to do business and is in good standing under the Laws of any other
state of the United States or the Laws of any foreign jurisdiction, if
applicable, in which the character of its respective properties or in which the
transaction of its respective business makes such qualification necessary,
except where the failure to be so qualified or to be in good standing does not
constitute a Material Adverse Effect on NWA Corp.  Each of NWA Corp. and Northwest has all requisite corporate power
and authority to own, operate and lease its properties and carry on its
businesses as now conducted except where the failure to have such power and
authority does not constitute, individually or in the aggregate, a Material
Adverse Effect on NWA Corp.  Northwest
has heretofore made available to Fiduciary Counselors true and correct copies
of the corporate charters and bylaws or other governing instruments of Pinnacle
Corp. and Pinnacle Airlines as currently in effect.


(b)           Authorization, Validity and Effect of Agreements.  NWA Corp. and Northwest each has all
requisite corporate power and authority to execute and deliver this Agreement
and the Plan Fiduciary Agreement to which it is a party, to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.  The
execution and delivery by each of NWA Corp. and Northwest of this Agreement
(and, with respect to Northwest, the Plan Fiduciary Agreement) and the
performance by each of NWA Corp. and Northwest of its respective obligations
hereunder and thereunder, as applicable, have been duly 


 


-11-

















 


and validly authorized by all requisite corporate
action on the part of each of NWA Corp. and Northwest.  This Agreement has been duly executed and
delivered by each of NWA Corp. and Northwest, and the Plan Fiduciary Agreement
has been duly executed and delivered by Northwest, and (assuming due
authorization, execution and delivery hereof and thereof by the other parties
hereto or thereto, as applicable) constitute the legal, valid and binding
obligations of each of NWA Corp. and Northwest, as applicable, enforceable
against each of NWA Corp. and Northwest in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar Laws relating to or affecting the enforcement of creditors’
rights generally and legal principles of general applicability governing the
availability of equitable remedies (whether considered in a proceeding in
equity, at law or under applicable legal codes).


(c)           Issuance and Transfer of Pinnacle Corp. Shares.  The issuance of the Pinnacle Corp. Shares
and the Series A Preferred Share to NWA pursuant to this Agreement will
vest in NWA, and the transfer of the Pinnacle Corp. Shares and the
Series A Preferred Share by NWA to Northwest as contemplated by this
Agreement will vest in Northwest good and marketable and valid title to the
Pinnacle Corp. Shares and the Series A Preferred Share, free and clear of
all liens, claims, pledges, restrictions, security interests and other
encumbrances of every kind (“Encumbrances”), except as
otherwise provided in this Agreement.


(d)           Ownership of Shares.  Immediately following the consummation of the transactions contemplated
by Article II but before the Initial Contribution, Northwest will lawfully
own, both beneficially and of record, all of the issued and outstanding capital
stock of Pinnacle Corp., free of any adverse claims, and Pinnacle Corp. will
lawfully own, both beneficially and of record, all of the issued and
outstanding shares of the capital stock of Pinnacle Airlines, free and clear of
all Encumbrances.  Other than as
described in this Agreement, there are no outstanding subscriptions, options,
warrants, rights, conversion rights, rights of first refusal or other
agreements or commitments obligating Northwest or any of its Affiliates to
offer, sell, transfer or otherwise dispose of any of the Pinnacle Corp. Shares
or otherwise relating to the voting, dividend rights or disposition of Pinnacle
Corp. Shares.


(e)           Ownership of Pinnacle Corp. Shares Being Contributed in
Subsequent Contributions.  As of the
date of each Subsequent Contribution, Northwest will own beneficially and of
record all of the Pinnacle Corp. Shares being contributed to the Plans in such
Subsequent Contribution, free and clear of all Encumbrances.


(f)            No Violation. 
Neither the execution and delivery by NWA Corp. nor Northwest of this
Agreement nor by Northwest of the Plan Fiduciary Agreement nor the consummation
by NWA Corp. or Northwest of the transactions contemplated hereby or thereby,
as applicable, will (i) violate, conflict with or result in a breach of
any provisions of the corporate charter or bylaws of NWA Corp. or Northwest, (ii) violate,
conflict with, result in a breach of any provision of, constitute a default (or
an event that, with notice or lapse of time or both, would constitute a
default) under, or result in the creation or imposition of any Encumbrances
upon any material property or assets of NWA Corp. or Northwest under
(A) any material contract, indenture, mortgage, loan agreement (including
but not limited to the Credit Agreement), note, lease, collective bargaining
agreement or other agreement or other instrument to which NWA Corp. or
Northwest is a party or by which it may be bound or to which any of its
properties may be 


 


-12-

















 


subject, except for such breaches, defaults,
violations or Encumbrances that do not constitute a Material Adverse Effect on
NWA Corp. or (B) any existing applicable law, rule, regulation, judgment,
order or decree of any Governmental Authority or Court, domestic or foreign,
having jurisdiction over Northwest or any of its properties, except for such
breaches, defaults or Encumbrances that do not constitute, individually or in
the aggregate, a Material Adverse Effect on NWA Corp.


(g)           NWA Corp. Reports. 
NWA Corp. has previously made available to Fiduciary Counselors true and
complete copies of (i) NWA Corp.’s Annual Report on Form 10–K
for the fiscal year (the “Latest Year End”) with respect
to which such Annual Report has been most recently filed with the SEC,
(ii) proxy statements relating to all of NWA Corp.’s meetings of
stockholders held or scheduled to be held since the Latest Year End, and
(iii) each other registration statement, proxy or information statement,
Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by
NWA Corp. with the SEC since the Latest Year End (such items referenced in the
foregoing clauses (i) through (iii), the “NWA
Corp. Reports”).  Since
the Latest Year End, NWA Corp. has complied in all material respects with its
SEC filing obligations under the Exchange Act and the Securities Act.  Except as set forth in or amended by a
subsequent NWA Corp. Report, the financial statements and related schedules and
notes thereto of NWA Corp. contained in NWA Corp. Reports (or incorporated
therein by reference) were prepared in accordance with generally accepted
accounting principles applied on a consistent basis except as noted therein,
and fairly present in all material respects the consolidated financial position
of NWA Corp. and the consolidated results of its operations and cash flows for
the periods specified, except for the omission of notes in interim unaudited
financial statements contained in certain NWA Corp. Reports and normal year-end
adjustments.  Each NWA Corp. Report was
prepared in accordance with the requirements of the Securities Act or the
Exchange Act, as applicable, and did not, as of the date of its effectiveness
in the case of a registration statement, the date of mailing in the case of a
proxy statement and the date of filing in the case of other NWA Corp. Reports,
except as set forth in or amended by a subsequent NWA Corp. Report, contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.


(h)           Significant Subsidiary.  Northwest is the only “Significant Subsidiary” (as defined in
Rule 12b-2 under the Exchange Act) of NWA Corp. and Northwest does not
have any Significant Subsidiaries.


(i)            Absence of Certain Changes.  During the period from the Latest Year End,
to and including (x) if this representation is made on the Closing Date,
the date of this Agreement, or (y) if this representation is made on any
Subsequent Contribution date, such Subsequent Contribution date, there has not
been any event that has occurred that constitutes a Material Adverse Effect on
NWA Corp.


(j)            Brokers. 
Northwest has not entered into any contract, arrangement or
understanding with any person or firm that may result in the obligation of
Fiduciary Counselors or Northwest to pay any finder’s fees, brokerage or
agent’s commissions or other like payments in connection with the negotiations
leading to this Agreement or the consummation of the 


 


-13-

















 


transactions contemplated hereby, except that
Northwest has retained Fiduciary Counselors pursuant to the Plan Fiduciary
Agreement.


(k)           No Undisclosed Liabilities.  Except as disclosed in NWA Corp. Reports
filed with the SEC and publicly available prior to the date of this Agreement
or the date of a Subsequent Contribution, as applicable, and except for
liabilities and obligations incurred in the ordinary course of business
consistent with past practice since the Latest Year End, NWA Corp. does not
have any indebtedness, obligations or liabilities of any kind (whether
absolute, accrued, contingent or otherwise) (i) required by GAAP to be
reflected on its consolidated balance sheet or in the notes, exhibits or
schedules thereto or (ii) that constitute, individually or in the aggregate,
a Material Adverse Effect on NWA Corp.


(l)            Litigation. 
Except as described in NWA Corp.’s Annual Report on Form 10-K for
the Latest Year End, (i) there are no actions, suits or proceedings,
claims, arbitrations or investigations pending or, to the knowledge of
Northwest, threatened against Northwest or any of its Subsidiaries that
constitute, individually or in the aggregate, a Material Adverse Effect on NWA
Corp., and (ii) there are no judgments, orders, injunctions or decrees of
any Governmental Authority outstanding against Northwest that constitute,
individually or in the aggregate, a Material Adverse Effect on NWA Corp.


(m)          Plans.  Each
Plan has received a favorable determination letter from the Internal Revenue
Service and is qualified in form and operation, in all material respects, under
Section 401(a) of the Code, and the master trust which holds the assets of
the Plans (“Master Trust”) is exempt
from federal income tax under Section 501(a) of the Code.  At the time of and after giving effect to
each Contribution, the assets of each Plan consist of less than 10% of
“employer security” and “employer real property” within the meaning of
Section 407(d) of ERISA


(n)           Pool Assets. 
None of Northwest’s aircraft that are subject to the Airline Services Agreement
are “Pool Assets” (as such term is defined in the Credit Agreement).


Section 5.2.    Representations and Warranties of Pinnacle Corp.  Except as set forth in the corresponding
sections of the Northwest Disclosure Letter, NWA Corp., Northwest and Pinnacle
Corp. jointly and severally represent and warrant to Fiduciary Counselors that
as of the date of this Agreement and each Subsequent Contribution date, as
applicable (except where a different date or time is expressly stated)):


(a)           Existence; Good Standing; Corporate Authority.  Each of Pinnacle Corp. and Pinnacle Airlines
is (i) duly organized, validly existing and in good standing under the
Laws of its respective jurisdiction of incorporation, formation or other
organization and (ii) is duly licensed or qualified to do business and is
in good standing under the Laws of any other state of the United States or the
Laws of any foreign jurisdiction, if applicable, in which the character of its
respective properties or in which the transaction of its respective business
makes such qualification necessary, except where the failure to be so qualified
or to be in good standing does not constitute a Material Adverse Effect on
Pinnacle Corp. (each such reference to Pinnacle Corp. in this Section 5.2
being deemed to give effect to the transactions contemplated by
Article II).  Each of Pinnacle
Corp. and Pinnacle Airlines has all requisite corporate power and 


 


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authority to own, operate and lease its respective
properties and carry on its respective businesses as now conducted except where
the failure to have such power and authority does not constitute, individually
or in the aggregate, a Material Adverse Effect on Pinnacle Corp.


(b)           Authorization, Validity and Effect of Agreements.  Pinnacle Corp. has all requisite corporate
power and authority to execute and deliver this Agreement and the Second Tax
Sharing Agreement, to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby.  The execution and delivery by Pinnacle Corp.
of this Agreement and the Second Tax Sharing Agreement and the performance by
it of its obligations hereunder and thereunder have been duly and validly
authorized by all requisite corporate action on the part of Pinnacle Corp.  This Agreement and the Second Tax Sharing
Agreement have been duly executed and delivered by Pinnacle Corp. and (assuming
due authorization, execution and delivery thereof by the other parties thereto)
constitute the legal, valid and binding obligations of Pinnacle Corp.,
enforceable against Pinnacle Corp. in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar Laws relating to or affecting the enforcement of creditors’
rights generally and legal principles of general applicability governing the
availability of equitable remedies (whether considered in a proceeding in
equity, at law or under applicable legal codes).


(c)           Capitalization of Pinnacle Corp.  Upon consummation of the Closing and on each
Subsequent Contribution date, the authorized capital stock of Pinnacle Corp.
will constitute 31,000,001 shares, including 25,000,000 shares of Pinnacle Corp
Stock and 1,000,001 shares of preferred stock, par value $0.01 per share, and
5,000,000 shares of series common stock, par value $0.01 per share.  Upon the issuance of the Pinnacle Corp.
Shares and the Series A Preferred Share to NWA pursuant to Article II of
this Agreement, at the Closing, the Pinnacle Corp. Shares and the Series A
Preferred Share will constitute all of the issued and outstanding shares of
capital stock of Pinnacle Corp. and will be duly authorized, issued, fully paid
and non-assessable.


(d)           Merger. 
Pinnacle Corp. has no present plan or intention to (i) enter into
any transaction involving a merger, consolidation, liquidation or transfer of
all or substantially all of the assets of either Pinnacle Corp. or Pinnacle
Airlines including, but not limited to, a merger, consolidation or liquidation
of Pinnacle Airlines with or into Pinnacle Corp. or any other entity, a merger
of Pinnacle Corp. into Pinnacle Airlines or any similar transaction governed by
the provisions of Section 368(a) or Section 332 of the Code or (ii) except
as contemplated by this Agreement, sell, distribute or otherwise dispose of any
assets of Pinnacle Corp. or Pinnacle Airlines other than assets disposed of by
Pinnacle Airlines in the ordinary course of business; provided that any
distribution of cash dividends in the ordinary course of business based on
operating income of Pinnacle Corp. will not be deemed to violate this
Section 5.2(d).


(e)           No Violation. 
Neither the execution and delivery by Pinnacle Corp. of this Agreement
nor the Second Tax Sharing Agreement nor the consummation by Pinnacle Corp. of
the transactions contemplated hereby or thereby will (i) violate, conflict
with or result in a breach of any provisions of the Amended and Restated
Charter of Pinnacle Corp. or the bylaws of Pinnacle Corp., (ii) violate,
conflict with, result in a breach of any provision of, constitute a default (or
an event that, with notice or lapse of time or both, would constitute a
default) under, 


 


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or result in the creation or imposition of any
Encumbrances upon any material property or assets of Pinnacle Corp. under
(A) any material contract, indenture, mortgage, loan agreement, note,
lease, collective bargaining agreement or other agreement or other instrument
to which Pinnacle Corp. is a party or by which it may be bound or to which any
of its properties may be subject, except for such breaches, defaults,
violations or Encumbrances that do not constitute a Material Adverse Effect on
Pinnacle Corp. or (B) any existing applicable Law, rule, regulation,
judgment, order or decree of any Governmental Authority or Court, domestic or
foreign, having jurisdiction over Pinnacle Corp. or any of its properties,
except for such breaches, defaults or Encumbrances that do not constitute,
individually or in the aggregate, a Material Adverse Effect on Pinnacle Corp.


(f)            Absence of Certain Changes.  During the period from December 31,
2001 to and including the date of this Agreement (or, in the case of a
Subsequent Contribution, during the period from the latest year end date as of
which audited financial statements for Pinnacle Corp. have been previously
delivered to Fiduciary Counselors) to the date of such Subsequent Contribution,
except as contemplated by this Agreement, no event has occurred that
constitutes a Material Adverse Effect on Pinnacle Corp., and (i) Pinnacle
Corp. and Pinnacle Airlines have not incurred any material liability or
obligation, direct or contingent, nor entered into any material transaction, in
each case other than in the ordinary course of business; (ii) Pinnacle
Corp. has not purchased any of its outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on its capital
stock other than ordinary and customary dividends; (iii) there has not
been any material change in the capital stock, short–term debt or long–term
debt of Pinnacle Corp. and Pinnacle Airlines, except in each case as described
in the Northwest Disclosure Letter; and (iv) there has been no prohibition
or suspension of the operation of Pinnacle Airlines’ aircraft, including as a
result of action taken by the FAA or the Department of Transportation.


(g)           IPO Registration Statement.  The IPO Registration Statement was prepared
in accordance with the requirements of the Securities Act, and did not, as of
the filing date of Amendment No. 4 thereto, contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.


(h)           Litigation. 
There are no legal or governmental proceedings pending or, to the
knowledge of Northwest or Pinnacle Corp., threatened to which Pinnacle Corp. or
Pinnacle Airlines is a party or to which any of the properties of Pinnacle
Corp. or Pinnacle Airlines is subject that constitute a Material Adverse Effect
on Pinnacle Corp.


(i)            Environmental Matters.  (i)  Pinnacle Corp. and Pinnacle Airlines (A) are
in compliance with any and all applicable foreign, federal, state and local
Laws and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants (“Environmental Laws”),
(B) have received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective businesses
and (C) are in compliance with all terms and conditions of any such
permit, license or approval, except where such noncompliance with Environmental
Laws, failure to receive required permits, licenses or other approvals or
failure to comply with 


 


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the terms and conditions of such permits, licenses
or approvals does not, individually or in the aggregate, constitute a Material
Adverse Effect on Pinnacle Corp.


(ii)           There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for cleanup, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties) which,
individually or in the aggregate, constitute a Material Adverse Effect on
Pinnacle Corp.


(j)            No Other Registration Rights.  Except as otherwise provided in this
Agreement, there are no contracts, agreements or understandings between
Pinnacle Corp. and any person granting such person the right to require
Pinnacle Corp. to file a registration statement under the Securities Act with
respect to any securities of Pinnacle Corp. or to require Pinnacle Corp. to
include such securities with the Pinnacle Corp. Shares that may be registered
pursuant to Article IX of this Agreement.


(k)           Assets. 
Pinnacle Corp. and Pinnacle Airlines have good and marketable title in
fee simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of Pinnacle Corp. and
Pinnacle Airlines, in each case free and clear of all Encumbrances except such
as are described in the Northwest Disclosure Letter or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by Pinnacle Corp. and Pinnacle
Airlines; and any real property and buildings held under lease by Pinnacle
Corp. and Pinnacle Airlines are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by
Pinnacle Corp. and Pinnacle Airlines, in each case except as described in the
Northwest Disclosure Letter.


(l)            Government Licenses.  (i) Each of Pinnacle Corp. and Pinnacle Airlines possesses
such permits, licenses, approvals, consents and other authorizations
(collectively, “Government Licenses”) issued by
the appropriate federal, state, local or foreign regulatory agencies or bodies,
including the Department of Transportation and the FAA, necessary to conduct
the business now operated by it; (ii) Pinnacle Corp. and Pinnacle Airlines
are in compliance with the terms and conditions of all such Government
Licenses, except where the failure so to comply does not, individually or in
the aggregate, constitute a Material Adverse Effect on Pinnacle Corp.;
(iii) all of the Government Licenses are valid and in full force, except
when the invalidity of such Government Licenses or the failure of such
Government Licenses to be in full force and effect does not constitute a
Material Adverse Effect on Pinnacle Corp.; and (iv) Pinnacle Corp. and
Pinnacle Airlines have not received any notice of proceedings relating to the
revocation or modification of any such Government Licenses which, individually
or in the aggregate, constitutes a Material Adverse Effect on Pinnacle Corp.


(m)          Intellectual Property.  Pinnacle Corp. and Pinnacle Airlines own or possess, have the
right to use, or can acquire the right to use on reasonable terms, all material
patents, licenses, inventions, copyrights, know–how (including trade
secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade names
currently employed by them in connection with the business now 


 


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operated by them, and neither Pinnacle Corp. nor
Pinnacle Airlines has received any notice of infringement of or conflict with
asserted rights of others with respect to any of the foregoing which has not
yet been resolved and which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, constitutes a Material Adverse
Effect on Pinnacle Corp.


(n)           Labor.  No
material labor dispute with the employees of Pinnacle Corp. or Pinnacle
Airlines exists, except as described in the Northwest Disclosure Letter, or, to
the knowledge of Pinnacle Corp., is imminent, and, except as described in the
Northwest Disclosure Letter, Pinnacle Corp. is not aware of any existing,
threatened or imminent labor disturbance by the employees of any of its
principal suppliers, manufacturers or contractors that constitutes a Material
Adverse Effect on Pinnacle Corp.


(o)           Insurance. 
Pinnacle Corp. and Pinnacle Airlines are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither Pinnacle Corp. nor Pinnacle Airlines has been refused any
insurance coverage sought or applied for; and neither Pinnacle Corp. nor any of
its Subsidiaries has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that does not constitute a Material Adverse Effect on
Pinnacle Corp.


(p)           Internal Accounting Controls.  Pinnacle Corp. and Pinnacle Airlines
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


(q)           Issuance of the Note.  Pinnacle Airlines’ issuance of the Note to NWA has been duly and
validly authorized by all necessary corporate action on the part of Pinnacle
Airlines and is a permissible distribution under the Georgia Business
Corporation Code.


Section
5.3.    Representations and
Warranties of Fiduciary Counselors.  Except as otherwise set forth in the corresponding sections of
the disclosure letter, dated the date of each Contribution and delivered by
Fiduciary Counselors to NWA Corp. and Northwest prior to the acceptance by
Fiduciary Counselors of the Pinnacle Corp. Shares proposed to be contributed to
the Plans (the “Fiduciary Counselors
Disclosure Letter”), Fiduciary Counselors represents and
warrants to NWA Corp. and Northwest that, as of the date of this Agreement and
each Subsequent Contribution date (except where a different date or time is
expressly stated):


(a)           Organization and Qualification.  Fiduciary Counselors is a corporation duly
organized, validly existing and in good standing under the Laws of the State of
Delaware and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as it is now being
conducted.  Fiduciary Counselors is duly
qualified to do business as a foreign corporation, as applicable, and is in
good standing under the Laws of each 


 


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state or other jurisdiction in which the nature of
its activities or the ownership or leasing of its properties requires such
qualification, other than in such jurisdictions where the failure to so qualify
or be in good standing, individually or in the aggregate, does not constitute a
Material Adverse Effect on Fiduciary Counselors or the Plans.


(b)           Authorizations. 
Fiduciary Counselors has all requisite corporate power and authority to
execute and deliver this Agreement and the Plan Fiduciary Agreement, to perform
its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.  The
execution and delivery by Fiduciary Counselors of this Agreement and the Plan
Fiduciary Agreement and the performance by it of its obligations hereunder and
thereunder have been duly and validly authorized by all requisite corporate
action on the part of Fiduciary Counselors. 
This Agreement and the Plan Fiduciary Agreement have been duly executed
and delivered by Fiduciary Counselors and (assuming due authorization,
execution and delivery thereof by the other parties thereto) constitute the
legal, valid and binding obligation of Fiduciary Counselors, enforceable
against Fiduciary Counselors in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar Laws relating to or affecting the enforcement of creditors’
rights generally and legal principles of general applicability governing the
availability of equitable remedies (whether considered in a proceeding in
equity, at law or under applicable legal codes).


(c)           Approvals. 
Except for applicable Laws, if any, noncompliance with which would not
prevent Fiduciary Counselors from performing its obligations under this
Agreement and the Plan Fiduciary Agreement to which it is a party in all
material respects, and the approval by the Department of Labor of the
transaction contemplated hereby, no filing or registration with, no waiting
period imposed by, and no Authorization of, any Governmental Authority is
required under any Laws applicable to Fiduciary Counselors to permit Fiduciary
Counselors to execute, deliver and perform its obligations under this Agreement
and the Plan Fiduciary Agreement or to consummate the transactions contemplated
hereby and thereby.


(d)           No Violation. 
Assuming effectuation of all filings and registrations and receipt of
all authorizations described in Section 5.3(b), neither the execution and
delivery by Fiduciary Counselors of this Agreement and the Plan Fiduciary
Agreement nor the performance by Fiduciary Counselors of its obligations
hereunder and thereunder will (i) violate or breach the terms of or cause
a default under (A) any Laws applicable to Fiduciary Counselors,
(B) the certificate of incorporation or bylaws of Fiduciary Counselors, or
(C) any contract or agreement to which Fiduciary Counselors or any of its
Affiliates is a party or by which Fiduciary Counselors or any of its Affiliates
or any of their respective properties or assets are bound, or (ii) with
the passage of time, the giving of notice or the taking of any action by a
third Person, have any of the effects set forth in clause (i) of this
Section 5.3(d), except in any such case for any matters described in
subclause (A) or (C) of clause (i) of this Section 5.3(d) that
would prevent Fiduciary Counselors from performing its obligations under this
Agreement or the Plan Fiduciary Agreement in all material respects.


(e)           No Other Relationship; Independence.  Fiduciary Counselors and its Affiliates do
not have, and will not during the term of this Agreement acquire, any interest
as a stockholder or creditor of NWA, Northwest, Pinnacle Corp., Pinnacle
Airlines or any of their respective Affiliates, and have no other relationship
to any of the foregoing, other than as specifically 


 


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contemplated in this Agreement and the Plan
Fiduciary Agreement, that would cause Fiduciary Counselors to fail to be
independent of Northwest or otherwise affect Fiduciary Counselors’s judgment as
a fiduciary with respect to the Plans.


(f)            Plan Fiduciary Agreement Representations.  All representations of Fiduciary Counselors
made in the Plan Fiduciary Agreement (including those representations contained
in Fiduciary Counselors’s letter to Northwest dated September 18, 2002,
and incorporated into the Plan Fiduciary Agreement by reference) remain true
and correct.


(g)           Fiduciary Determination.  Fiduciary Counselors has determined that the terms of this
Agreement and its execution hereof are prudent in the interest of the Plans and
their participants and beneficiaries and are otherwise consistent with its
obligations as independent fiduciary to the Plans under the Plan Fiduciary
Agreement.


(h)           Investment Manager.  Fiduciary Counselors qualifies as an “investment manager” as
defined in Section 3(38) of ERISA. 
Fiduciary Counselors acknowledges that it acts as a fiduciary within the
meaning of Section 3(21) of ERISA with respect to the Plans in connection
with the transactions contemplated by this Agreement.


ARTICLE VI


RESTRICTIONS ON TRANSFER


Section
6.1.    Restrictions on Transfer.  Until the earlier to occur of July 1,
2006, or the date on which an Early Termination Event occurs, Plan Shares may
not be Transferred without Northwest’s prior written consent other than
(i) in accordance with the exercise of the Put Option, (ii) in the
IPO or (iii) in a bona fide registered public offering in accordance with
Article IX, in which offering there is no basis to believe that as a consequence
of and upon consummation of such offering Northwest would be in violation of
the Scope Clause (as defined below).


Section
6.2.    Right of First Refusal.  If, after July 1, 2006, and prior to
the occurrence of an Early Termination Event, the Plans receive a solicited or
unsolicited bona fide written offer (including a bona fide tender offer to
purchase all of the outstanding Pinnacle Corp. Stock) from a third party (the “Initial
Offeror”) to purchase all or any portion of the Plan Shares and
the Plans seek to accept such offer, the Plans must, before accepting such
offer, offer in writing (the “Offer Notice”) to Northwest, at the
price and on the other economic terms offered by the Initial Offeror, the Plan
Shares that the Plans propose to sell to the Initial Offeror.  The Offer Notice will contain a copy of the
Initial Offeror’s bona fide written offer, copies of all documents relevant to
such offer and a summary of all unwritten terms, agreements or understandings
with respect to such offer.  If the
Initial Offeror’s offer contains non-cash consideration (other than Marketable
Securities) for any portion of the Plan Shares, the Offer Notice shall contain
the good faith determination of a nationally-recognized independent valuation
expert reasonably acceptable to Fiduciary Counselors and Northwest of the value
of such non-cash consideration.  If
Fiduciary Counselors and Northwest are unable to agree on an
nationally-recognized independent valuation expert, then each of Fiduciary
Counselors and Northwest will choose their own nationally-recognized
independent valuation experts (the “Principals’
Experts”) who will 


 


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each
conduct an appraisal of such non-cash consideration.  The Principals’ Experts will then submit their respective
appraisals to a third nationally-recognized independent valuation expert chosen
by the Principals’ Experts who will choose one of such submissions as the value
of such non-cash consideration (the “Final
Determination”).  The reasonable
fees and expenses of the nationally-recognized independent valuation expert
reasonably acceptable to Fiduciary Counselors and Northwest, the Principals’
Experts and any other nationally-recognized independent valuation expert chosen
by the Principals’ Experts to make the Final Determination will be paid by
Northwest.  Northwest will have
21 days from the later of (i) the receipt of the Offer Notice or
(ii) receipt of the Final Determination to agree or decline to purchase
all of such Plan Shares at the offered price and on the other economic terms
stated in the Offer Notice.  If, at the
end of such 21-day period (or such longer period as necessary to make the Final
Determination), Northwest declines to purchase such Plan Shares, the Plans have
90 days to sell such Plan Shares to the Initial Offeror pursuant to the
terms and conditions of the bona fide written offer and at a price not less
than the offered price.


Section
6.3.    Limitation on Series A
Preferred Stock Blocking Rights.  In the event any of the Plans seek to Transfer Plan Shares
following the occurrence of an Early Termination Event with respect to which
transaction Northwest would otherwise have blocking rights by virtue of its
ownership of the Series A Preferred Share, and subject to Section 6.4,
Northwest will not exercise the rights provided by the Series A Preferred
Share to block such transaction.


Section
6.4.    Scope Clause Limitation.  Subject to the ability of the Plan Shares to
be Transferred in accordance with clauses (i), (ii) and (iii) of
Section 6.1, Plan Shares may not be Transferred directly or indirectly in
any manner (whether after the right of first refusal provided for in
Section 6.2, a Business Combination otherwise permitted by
Section 6.3 or in a Transfer following the occurrence of an Early
Termination Event) that would result in Northwest being in violation of
Section 1 C (or a successor provision) of the Northwest Pilots
Agreement (the “Scope Clause”).


Section
6.5.    Commercially Reasonable
Efforts; Expenses of Financial Advisor.  In the event of a proposed Transfer of Plan Shares other than
pursuant to Article VIII, the Plans will (a) exercise commercially
reasonable efforts to maximize the amount realized for such Plan Shares and
(b) follow customary procedures, including but not limited to the
retention of a nationally-recognized investment banking firm as financial
advisor to assist in such sale process, that would be applicable to a
transaction of similar magnitude and character.  Northwest will pay the reasonable expenses of such financial
advisor in connection with the services provided to the Plans by such financial
advisor.


Section
6.6.    Prohibited Transfers.  Any attempted Transfer in violation of the
terms of this Agreement will be ineffective to vest in the purported transferee
any right, title or interest in or to the Pinnacle Corp. Shares purported to be
Transferred and such Transfer will be void ab initio.  Neither Pinnacle Corp. nor Northwest will recognize the holder of
such Pinnacle Corp. Shares for any purpose, including without limitation for
purposes of the IPO, for purposes of recognizing voting rights, or the right to
receive dividends or other distributions with respect to such Plan Shares.


 


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Section
6.7.    Legend.  Each certificate evidencing Pinnacle Corp.
Shares and each certificate issued in exchange for or upon the Transfer of any
Pinnacle Corp. Shares will be stamped or otherwise imprinted with a legend in
substantially the following form (with the second paragraph being applicable to
Plan Shares only):


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM
REGISTRATION, UNDER SAID ACT.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO AN OMNIBUS
AGREEMENT DATED JANUARY 15, 2003 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”)
AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS IT MAY BE AMENDED FROM TIME TO
TIME.  A COPY OF SUCH OMNIBUS AGREEMENT
WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
WRITTEN REQUEST.


ARTICLE VII


GOVERNANCE


Section
7.1.    Board of Directors of
Pinnacle Corp. 
(a)  On the Closing Date, Northwest will cause the board of
directors of Pinnacle Corp. to be comprised of Stephen E. Gorman, Nicholas K.
Tomassetti, Donald J. Breeding, Thomas S. Schreier, Jr., the Northwest Director
and the Plan Director (each as described below) (it being understood that
changes in such board composition may subsequently occur).  On and after the Closing Date, Northwest
will be entitled by virtue of the Series A Preferred Share to designate
and elect two individuals to Pinnacle Corp.’s board of directors (one of whom
is referred to as the “Northwest Director”).  For so long as the Plans hold at least 5% of
the outstanding Pinnacle Corp. Shares, Northwest will permit Fiduciary
Counselors on behalf of the Plans to designate an individual to be one of the
two directors that Northwest is entitled to designate and elect by virtue of
being the holder of the Series A Preferred Share.  The individual designated by Fiduciary
Counselors on behalf of the Plans to serve on the Pinnacle Corp. board of
directors is referred to as the “Plan Director”.  Northwest as holder of
the Series A Preferred Share will promptly cause the Northwest Director
and the Plan Director to be elected to the board.  The parties acknowledge that the Plan Director is not intended to
act as a fiduciary (within the meaning of Section 3(21) of ERISA) for any
purpose with respect to the Plans solely by reason of the Plan Director’s
appointment as a director of Pinnacle Corp. 
The parties further acknowledge that neither the Plan Director nor any
director elected by Northwest as the holder of the Series A Preferred Share is
an Affiliate or agent of NWA Corp., Northwest, Pinnacle Corp., Pinnacle
Airlines, Fiduciary Counselors or the Plans.


 


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(b)           The Plan Director will have the right to serve on the
audit committee of Pinnacle Corp.’s board of directors, to the extent
permissible under applicable Laws and applicable NASD and stock exchange requirements.


(c)           On the Closing Date, Dirk McMahon will be designated by
Northwest to be the Northwest Director and Richard Peiser will be designated by
Fiduciary Counselors on behalf of the Plans as the Plan Director and will be
elected to the board by Northwest as the holder of the Series A Preferred
Share.


Section
7.2.    Certain Approval Rights.  (a)  Beginning when the Plans hold
more than 50% of the issued and outstanding Pinnacle Corp. Shares until the
earlier of (i) the date at which the Plans hold less than 25% of the
issued and outstanding Pinnacle Corp. Shares or (ii) such time as the Put
Option has terminated with respect to all Plan Shares in accordance with
Article VIII hereof, the affirmative vote of the Plan Director will be
required to:


(A)          approve (1) the election or
appointment of any new chief executive officer of Pinnacle Corp. and (2) the
compensation of such chief executive officer;


(B)           authorize and approve any
modification, amendment or other change to the terms of the Note; and


(C)           authorize and approve any amendment
to the Amended and Restated Charter of Pinnacle Corp. or the bylaws of Pinnacle
Corp. that affects Plan Shares as shares of Pinnacle Corp. Stock in a manner
differently from any other shares of Pinnacle Corp. Stock or otherwise modifies
or amends the Series A Preferred Stock.


(D)          unless the Pinnacle Corp Stock is then
Publicly Traded, authorize and approve (1) any issuance of shares of
capital stock of Pinnacle Corp. or (2) any transaction that would
otherwise effect or result in any change in the capital structure of Pinnacle
Corp.; provided, that in no circumstance will the rights of the
Plan Director set forth in subclauses (1) or (2) in any way supersede or
conflict with the obligations of Fiduciary Counselors set forth in Section 7.3(b)
below (such that, in all cases, Fiduciary Counselors’s obligations in
Section 7.3(b) will prevail over any Plan Director voting requirement set
forth in this Section 7.2(a)(D); this means that if a matter being voted
on by the board of directors is to be submitted to holders of Pinnacle Corp.
Stock, and if in accordance with Section 7.3(b) Fiduciary Counselors is
required to vote Plan Shares on such matter as recommended by the board of
directors of Pinnacle Corp., then the separate requirement under this
Section 7.2(a)(D) that the Plan Director must have voted to approve such
matter will not apply).


(b)           The appointment of 
any new chief executive officer must be approved by a majority of
Pinnacle Corp.’s board of directors, excluding the Northwest Director.


Section 7.3.    Agreements of Fiduciary
Counselors.  Fiduciary
Counselors will direct the trustee of the Plans to vote the Plan Shares as
follows:


(a)           subject to compliance by Pinnacle Corp. and Northwest with
Section 7.1 and Section 7.2, to elect such individuals, and only such
individuals (other than individuals elected 


 


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by the holder of the Series A Preferred Share),
as are nominated to the board of directors of Pinnacle Corp. by the standing
board of directors of Pinnacle Corp. at any time or from time to time, except
as Northwest and Fiduciary Counselors may otherwise agree; and


(b)           with respect to any contemplated Business Combination or
other matter requiring approval of the holders of the Pinnacle Corp. Stock, as
recommended by the board of directors of Pinnacle Corp., provided that, the terms of such Business
Combination or other transaction do not treat the Plan Shares differently than
any other Pinnacle Corp. Stock and such Business Combination is not an
Affiliate Transaction.


Notwithstanding the
foregoing provisions of this Section 7.3, Fiduciary Counselors shall cease
to be bound by the provisions of this Section 7.3 following the occurrence
of an Early Termination Event.


ARTICLE VIII


PUT OPTION


Section
8.1.    Exercise of the Put Option.  (a)  On the terms and subject to
the conditions described in this Agreement, Northwest hereby grants to the
Plans an irrevocable option (the “Put Option”) to require Northwest to
purchase at any time and from time to time any or all of the Plan Shares.  In order to exercise the Put Option, the
Plans must deliver to Northwest written notice specifying the particular Plan
Shares as to which the Put Option is being exercised, specifying the date on
which such shares were contributed to the Plans, the Floor Price of such shares
and the Market Value of such shares. 
The date on which Fiduciary Counselors provides Northwest with notice of
its election to exercise the Put Option is the “Put  Exercise Date.”  Any exercise of the Put Option will be
deemed to be a contemporaneous exchange for equivalent new value.  The Put Option is personal to the Plans and
may not be assigned to any other Person.


(b)           Subject to Section 8.3, no later than the applicable
Put Closing Date, Northwest will, against delivery to Northwest of the
certificates for the Plan Shares as to which the Put Option is being duly
exercised accompanied by duly executed stock powers, pay to the Plans in
immediately available funds the applicable Put Price for each such share.  The “Put
Price” is the greater of the Floor Price applicable to such
share and the Market Value of Pinnacle Corp. Stock with respect to which the
Put Option has been exercised.


Section
8.2.    Put Closing Date.  (a)  Subject to Section 8.7,
the closing date of the purchase and sale of Plan Shares with respect to which
the Put Option has been exercised by Fiduciary Counselors (the “Put
Closing Date”) will be the 30th calendar day
after such notice is delivered to Northwest (or, if such date is not a Business
Day, the next succeeding Business Day), or such other date as Northwest and
Fiduciary Counselors may agree. 
However, Northwest will have the right at any time, subject to clause (f)
of this Section 8.2, but no later than five Business Days prior to such 30th calendar
day, to defer such Put Closing Date beyond such 30th calendar day
(such fifth Business Day preceding such 30th calendar day being
referred to as the “Deferral Election
Deadline”) for the applicable additional period described below
in this Section 8.2 in order to enable Northwest to arrange for the Plan
Shares as to which the Put 


 


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Option
has been exercised (together with other Pinnacle Corp. Shares, if Northwest so
elects) to be sold in an IPO or other registered public offering or to a third
party selected by Northwest.


(b)           The maximum period by which Northwest may defer a
particular Put Closing Date will be determined by the amount of Northwest
Liquidity as of the date of the latest internal financial reports that are
available when the deferral election is made by Northwest:


(i)            If Pinnacle Corp. has not yet consummated an IPO by the
Put Exercise Date and the aggregate value of all Pinnacle Corp. Shares
theretofore contributed to the Plans is equal to or less than $225,000,000 (as
measured at the time of each respective Contribution):


(A)          If Northwest Liquidity is equal to or
greater than $1,750,000,000, Northwest may defer the Put Closing Date for up to
an additional 150 days;


(B)           If Northwest Liquidity is equal to or
greater than $1,500,000,000 and less than $1,750,000,000, Northwest may defer
the Put Closing Date for up to an additional 90 days;


(C)           If Northwest Liquidity is equal to or
greater than $1,250,000,000 and less than $1,500,000,000, Northwest may defer
the Put Closing Date for up to an additional 60 days.


(ii)           If Pinnacle Corp. has not yet consummated an IPO by the
Put Exercise Date and the aggregate value of all Pinnacle Corp. Shares theretofore
contributed to the Plans is greater than $225,000,000 (as measured at the time
of each respective Contribution) and equal to or less than $325,000,000:


(A)          If Northwest Liquidity is equal to or
greater than $1,750,000,000, Northwest may defer the Put Closing Date for up to
an additional 150 days;


(B)           If Northwest Liquidity is equal to or
greater than $1,600,000,000 and less than $1,750,000,000, Northwest may defer
the Put Closing Date for up to an additional 90 days;


(C)           If Northwest Liquidity is equal to or
greater than $1,500,000,000 and less than $1,600,000,000, Northwest may defer
the Put Closing Date for up to an additional 60 days.


(iii)          If Pinnacle Corp. has not yet consummated an IPO by the Put
Exercise Date and the aggregate value of all Pinnacle Corp. Shares theretofore
contributed to the Plans is greater than $325,000,000 (as measured at the time
of each respective Contribution):


(A)          If Northwest Liquidity is equal to or
greater than $1,750,000,000, Northwest may defer the Put Closing Date for up to
an additional 120 days;


(B)           If Northwest Liquidity is equal to or
greater than $1,600,000,000 and less than $1,750,000,000, Northwest may defer
the Put Closing Date for up to an additional 60 days;


 


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(C)           If Northwest Liquidity is equal to or
greater than $1,500,000,000 and less than $1,600,000,000, Northwest may defer
the Put Closing Date for up to an additional 30 days.


(c)           If at the time the Put Option is exercised the Pinnacle
Corp. Stock is Publicly Traded, the maximum deferral period specified in
subclauses (A), (B) and (C) of clauses (i), (ii) and (iii) of
paragraph (b) of this Section 8.2 will be shortened by 30 days each,
provided that the period in (iii)(C) will remain at 30 days.


(d)           Notwithstanding the foregoing, if during any period during
which the Put Closing Date has been deferred in accordance with this
Section 8.2 Northwest Liquidity falls below the threshold amount that
served as the basis for initially determining the duration of the deferral
period, then the deferral period will be shortened to the lesser of
(i) the number of days remaining in the original deferral period, or
(ii) the number of days of deferral permitted in accordance with the
foregoing provisions based on such lower level of Northwest Liquidity.  Conversely, if during the deferral period
then in effect Northwest Liquidity increases to the minimum threshold
applicable to the next higher maximum deferral period (as compared to the
minimum threshold that was most recently applicable in determining the deferral
period then in effect), then the deferral period will be lengthened to that
which would have been in effect had Northwest Liquidity had originally been at
such threshold level.  These adjustments
to the deferral period will be made from time to time as warranted by the
changing level of Northwest Liquidity. 
Northwest will advise Fiduciary Counselors immediately upon any such
adjustment being warranted.


(e)           Northwest and Fiduciary Counselors may agree on further
extensions of the Put Closing Date subject to collateral arrangements being
entered into that are satisfactory to Fiduciary Counselors.


(f)            Northwest’s right to defer a Put Closing Date pursuant to
the foregoing provisions of this Section 8.2 is contingent upon its
delivery to Fiduciary Counselors, on or before the Deferral Election Deadline,
a detailed written calculation of Northwest Liquidity based on the latest
internal financial reports then available. 
Such written calculation shall be accompanied by a certificate of an
officer of Northwest certifying such calculation.


(g)           In the event of (i) the non-compliance by Fiduciary
Counselors and the Plans with their obligations described in
Section 8.3(b) or (ii) the failure of the Plans to deliver to Northwest
on the Put Closing Date a certificate of the trustee of the Plans to the effect
that, as of such Put Closing Date, the Plans own beneficially and of record all
of the Plan Shares as to which Fiduciary Counselors has exercised the Put
Option, free and clear of all Encumbrances, then in the case of either (i) or
(ii) the related exercise of the Put Option by Fiduciary Counselors will be
deemed to have been withdrawn.


Section
8.3.    Underwritten Public Offering
or Sale to Third Party.  (a)  On or prior to the applicable Put Closing Date, in
lieu of purchasing the Plan Shares as to which the Put Option has been
exercised, Northwest will have the option to arrange for such shares to be sold
in an underwritten public offering or to a third party selected by Northwest.  In such event, the purchase and sale of such
shares shall occur no later than the applicable Put Closing Date.


 


-26-

















 


(b)           Actions by the Plans.  At the request of Northwest and in contemplation of such
underwritten public offering or sale to a third party, Fiduciary Counselors
will, on behalf of the Plans, enter into customary transactional documents
relating to such underwritten public offering or sale to a third party, provided that, in no event will the Plans
be obligated to (i) provide representations and warranties in such
documents beyond due authorization, good title, no conflicts and other
customary representations and warranties of sellers in similar transactions or
(ii) provide indemnities beyond those customary for sellers in similar
transactions or (iii) pay any of the fees, costs or expenses of any such
underwritten public offering or sale to a third party.  In no event will Fiduciary Counselors or the
Plans be required to provide any representations or warranties or indemnities
as to information relating to Northwest, Pinnacle Corp. or Pinnacle Airlines or
any of their respective Affiliates.


(c)           Proceeds of Underwritten Offering or Sale.  In lieu of the Put Price, the Plans will
retain all of the net proceeds from the underwritten public offering or sale to
a third party, as contemplated by this Section 8.3, of the Plan Shares as
to which the Put Option has been exercised.


(i)            If the net proceeds received by the Plans in such
underwritten public offering, on a per share basis, are equal to or greater
than the applicable Floor Price, Northwest’s obligations under the Put Option
with respect to such Plan Shares will be deemed to have been fully
discharged.  If the net proceeds
received by the Plans in a sale to a third party of such Plan Shares, on a per
share basis, are equal to or greater than the Market Value of such shares,
Northwest obligations under the Put Option with respect to such Plan Shares
will be deemed to have been fully discharged.


(ii)           If the net proceeds received by the Plans in such
underwritten public offering of such Plan Shares, on a per share basis, are
less than the applicable Floor  Price, Northwest will be
obligated, no later than the applicable Put Closing Date, to remit to the Plans
immediately available funds in an amount equal to the number of shares of
Pinnacle Corp. Stock that have been thus sold times the excess of the
applicable Floor  Price over the net proceeds
per share received by the Plans in such underwritten public offering (subject
to adjustment in accordance with Section 8.5(b)).  Upon making such payment, Northwest’s
obligations under the Put Option with respect to such Plan Shares will be
deemed to have been fully discharged.


(iii)          If the net proceeds received by the Plans in such sale to a
third party of such Plan Shares, on a per share basis, are less than the Market
Value of such shares, Northwest will be obligated, no later than the Put
Closing Date applicable to the Plan Shares sold to a third party, to remit to
the Plans immediately available funds in an amount equal to the number of
shares of Pinnacle Corp. Stock that have been thus sold times the excess of the
Market Value of such Plan Shares over the net proceeds per share received by
the Plans in such sale transaction (subject to adjustment in accordance with
Section 8.5(b)).  Upon making such
payment, Northwest’s obligations under the Put Option with respect to such Plan
Shares will be deemed to have been fully discharged.


Section
8.4.    Suspension of the Put Option.  Fiduciary
Counselors may not exercise the Put Option with respect to any particular Plan
Shares, if on the date that would otherwise be the Put Exercise Date
(i) the Pinnacle Corp. Stock is Publicly Traded and has a Market Value of 


 


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not
less than 110% of the Floor Price applicable to such Plan Shares and
(ii) such Plan Shares are Freely Tradable.  The provisions of this Section 8.4 will not affect the right
of Fiduciary Counselors to exercise the Put Option with respect to
(y) such Plan Shares on another Put Exercise Date when the Pinnacle Corp.
Stock has a Market Value of less than 110% of the applicable Floor Price or
such Plan Shares are not Freely Tradeable or (z) other Plan Shares.


Plan
Shares are “Freely Tradable” when Pinnacle Corp. Stock is Publicly
Traded and the applicable Plan Shares are either (i) eligible to be sold
under Rule 144(k) to the Securities Act or (ii) able to be sold under
an effective shelf registration statement on Form S-3 that is not then
subject to a blackout, lockup or other restriction on or suspension of sales
thereunder.


Section
8.5.    Termination of the Put
Option; “Cap” on Put Price.  (a)  The Put Option will terminate with respect to any
particular Plan Shares on the date on which (i) such Plan Shares are
Freely Tradable, (ii) more than 50% of the outstanding shares of Pinnacle
Corp. Stock are held by the public and are Publicly Traded, and (iii) one
of the following applies with respect to the Floor Price of each such Plan
Share:


(A)          if the Plans own less than 10% of the
outstanding Pinnacle Corp. Stock on such date, the weighted average daily
trading price of such Pinnacle Corp. Stock is not less than 110% of the Floor
Price applicable to such remaining Plan Share for any 30 trading days
within the prior 60 consecutive trading day period;


(B)           if the Plans own at least 10% but
less than 25% of the outstanding Pinnacle Corp. Stock on such date, the
weighted average daily trading price of such Pinnacle Corp. Stock is not less
than 110% of the Floor Price applicable to such remaining Plan Share for any
60 trading days within the prior 90 consecutive trading day period;
or


(C)           if the Plans own at least 25% but
less than 50% of the outstanding Pinnacle Corp. Stock on such date, the
weighted average daily trading price of such Pinnacle Corp. Stock is not less
than 110% of the Floor Price applicable to such remaining Plan Share for any
90 trading days within a 120 consecutive trading day period;


provided that such
periods specified in clauses (A) through (C) above will be tolled for any
applicable black-out, lock-up or other restricted trading period.


(b)           If, in an IPO that is not initiated by Northwest in
response to an exercise of the Put Option by Fiduciary Counselors, Fiduciary
Counselors could sell all of the Plan Shares then held by the Plans at that
time, but elects to sell less than all of such Plan Shares and the net proceeds
per share in such IPO are equal to or greater than the Floor Price, the Put
Option will expire with respect to such voluntarily retained Plan Shares.  If in such IPO, the net proceeds per share
are less than the Floor Price, with respect to such voluntarily retained Plan
Shares, Northwest’s maximum payment obligation with respect to the Put Option
applicable to such voluntarily retained Plan Shares will be equal to the excess
of (i) the aggregate Floor Price for such Plan Shares over (ii) the
net proceeds per share received in such IPO.


 


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Section
8.6.    Anti-Dilution Adjustment. 
(a)  If Pinnacle Corp. (x) subdivides the outstanding
Pinnacle Corp. Stock into a greater number of shares (for example, by means of
a stock split) or (y) combines the outstanding Pinnacle Corp. Stock into a
smaller number of shares (for example, by means of a reverse stock split), the
Floor Price then in effect will be adjusted on a proportionate basis, and such
adjusted Floor Price will be applicable to the Plan Shares originally held, as
well as to any additional shares of Pinnacle Corp. Stock received in respect of
such Plan Shares as a consequence of any such subdivision.


(b)           If Pinnacle Corp. makes or issues a dividend or other
distribution payable in additional shares of Pinnacle Corp. Stock, the Floor
Price then in effect will be decreased by multiplying such Floor Price by a
fraction, the numerator of which is one and the denominator of which is one
plus the number of such shares received in such dividend or other distribution
in respect of each such Plan Share, and such adjusted Floor Price will be
applicable to the Plan Shares originally held as well as to the additional
shares of Pinnacle Corp. Stock received as a dividend or other distribution in
respect of such originally held Plan Shares. 
If Pinnacle Corp. makes or issues a dividend or other distribution
consisting of cash, the Floor Price will be decreased by the amount of cash
received in respect of each Plan Share in such dividend or other distribution.


(c)           If any of the following events occur, namely (x) any
reclassification, reorganization or change of outstanding shares of Pinnacle
Corp. Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or combination
of the Pinnacle Corp. Stock), (y) any consolidation, merger or combination
of Pinnacle Corp. with or into another corporation as a result of which holders
of Pinnacle Corp. Stock are entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Pinnacle Corp. Stock, or (z) any sale or conveyance of the properties and
assets of Pinnacle Corp. as, or substantially as, an entirety to any other
entity as a result of which holders of Pinnacle Corp. Stock are entitled to
receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such Pinnacle Corp. Stock (the “Exchange
Consideration”), then the Plans must either (i) exercise the Put Right in accordance
with Article VIII with respect to the Plan Shares to be exchanged for the
Exchange Consideration such that the Put Closing Date occurs prior to the
Plans’ right to receive of the Exchange Consideration (i.e., Northwest will
have the right to receive the Exchange Consideration in exchange for such Plan
Shares) or (ii) accept the Exchange Consideration in lieu of exercising
the Put Right, in such case the Put Right will expire with respect to the Plan
Shares to be exchanged for the Exchange Consideration.


(d)           If Pinnacle Corp. makes or issues a dividend or other
distribution payable in securities or other property (other than cash or
additional shares of Pinnacle Corp. Stock), then in order to exercise the Put
Right, the Plans must deliver to Northwest the Plan Shares as to which the Put
Right is being exercised together with such securities or other property
previously received in respect of each such Plan Share in such dividend or
other distribution.


Section
8.7.    Effect of Acceleration of
Credit Facility. 
Notwithstanding any other provision of this Article VIII, if at any
time an acceleration of Northwest’s obligations occurs for any reason under the
Credit Agreement, (a) Fiduciary Counselors may elect to exercise the Put
Option and the applicable Put Closing Date will be the applicable Put Exercise
Date and (b) if 


 


-29-

















 


such
acceleration under the Credit Agreement occurs after a Put Exercise Date has
occurred but before the applicable Put Closing Date, the Put Closing Date shall
be the date on which Northwest’s obligations under the Credit Agreement are
accelerated.


Section 8.8.    Guarantee. 
Guarantor unconditionally and irrevocably guarantees to Fiduciary
Counselors, for the benefit of the Plans, the prompt and complete performance
by Northwest when due of Northwest’s obligations pursuant to this
Article VIII and such guarantee will remain in full force and effect until
the Put Option has expired with respect to all of the Plan Shares in accordance
with Section 8.5 above; provided,
however, in the event of the voluntary or involuntary bankruptcy of
Northwest, the foregoing guarantee shall survive for the duration of any
applicable preference period, notwithstanding any other provision of this
guarantee.


ARTICLE IX


REGISTRATION RIGHTS


Section 9.1.    Initial Public Offering.  (a)  Timing.  (i)  Subject to
Section 9.1(a)(ii), Pinnacle Corp. will not undertake an IPO without the
express written consent of Northwest, and such consent will be at Northwest’s
sole discretion.  Northwest will have
the sole and exclusive right to demand that Pinnacle Corp. undertake an IPO at
any time from the date hereof until the earlier of (i) July 1, 2006 or
(ii) the occurrence of an Early Termination Event (such earlier date, the
“Plan
IPO Demand Trigger Date”). 
Upon such a demand by Northwest and at Northwest’s direction, Pinnacle
Corp. will use its reasonable best efforts to cause the IPO Registration Statement or another registration statement used for the
IPO to become effective, and such effectiveness will be accelerated to a
date and time specified by Northwest, and to cause the IPO to occur in
accordance with Northwest’s request. 
The IPO will not include any shares of Pinnacle Corp. Stock to be sold
for the account of Pinnacle Corp. without Northwest’s prior written consent.


(ii)           If Pinnacle Corp. has not consummated an IPO by the Plan
IPO Demand Trigger Date, then the Plans as well as Northwest may at any time
following such Plan IPO Demand Trigger Date demand that Pinnacle Corp. commence
an IPO and cause it to occur in accordance with Section 9.1(a)(i) above
(i.e., upon such demand by the Plans and at the direction of the Plans,
Pinnacle Corp. will commence an IPO and cause it to occur in accordance with
Section 9.1(a)(i) above).


(b)           Registration of Pinnacle Corp. Shares in IPO.  The number of Pinnacle Corp. Shares to be
registered by Pinnacle Corp. in an IPO will not be less than the number of
Pinnacle Corp. Shares indicated by the managing underwriter of the IPO as necessary
to effect an optimal offering of such Pinnacle Corp. Shares.  The Plans will sell Plan Shares in the IPO
at the direction of Northwest ratably with Northwest’s sale of Pinnacle Corp.
Shares held by Northwest in the aggregate amount necessary to achieve such
optimal size.  The Plans may at the
discretion of Fiduciary Counselors (but will not be required) to sell Plan
Shares in excess of their pro rata share of such number requested by the
managing underwriter to achieve such optimal size.  However, in the event that the aggregate number of Pinnacle Corp.
Shares sought to be sold by Northwest and the Plans collectively in the IPO
exceeds the number of Pinnacle Corp. Shares that the managing underwriter of
the IPO advises in writing can be sold without having an 


 


-30-

















 


adverse effect on the price or distribution of the
securities offered in such IPO, then Pinnacle Corp. will reduce the number of
Pinnacle Corp. Shares to be included in the IPO by Northwest and the Plans on a
pro rata basis based on the number of Pinnacle Corp. Shares held by Northwest
and each of the Plans until the number of Pinnacle Corp. Shares to be sold by
Northwest and the Plans collectively would not, in the opinion of the managing
underwriter of the IPO, have an adverse effect on the price or distribution of
the securities offered in the IPO.  Any
Plan Shares with respect to which Fiduciary Counselors has, on behalf of the
Plans, exercised the Put Option, and which have not yet been purchased by
Northwest pursuant to such exercise, will, at the request of Northwest, be
included as a portion of the Plan Shares sought to be sold in the IPO as
contemplated by and in accordance with Section 8.3.


(c)           Proceeds from IPO. 
The Plans will be entitled to retain all of the net proceeds from the
sale of the Plan Shares in the IPO.  If
the net proceeds to the Plans from the sale of any Plan Shares in connection
with the IPO are less than the aggregate Floor Price of such Plan Shares,
Northwest will be obligated at a time no later than the date of closing of such
IPO to remit to the Plans immediately available funds which represent the
amount by which, with respect to such Plan Shares actually sold, such net
proceeds are less than the aggregate Floor Price of such Plan Shares.


(d)           Selection of Financial Advisers for IPO.  Northwest will have the exclusive right to
select the investment bank(s) and manager(s) to administer the IPO on behalf of
Pinnacle Corp. whether the IPO is initiated upon a demand by Northwest or by
the Plans.  Northwest will consult with
Fiduciary Counselors prior to finalizing any change with respect to the
managing underwriter(s) selected by Northwest on behalf of Pinnacle Corp.  Fiduciary Counselors may on behalf of the
Plans engage an additional independent investment bank and one legal counsel
reasonably acceptable to Northwest to provide advice to the Plans in connection
with the IPO and subsequent disposition of the Plan Shares by the Plans
thereunder.  Northwest agrees to pay the
reasonable fees and expenses of such advisor for such advisory services, and
the reasonable fees and expenses of such legal counsel for its services,
rendered to Fiduciary Counselors and the Plans in connection with the IPO.


(e)           Over-Allotment Allocation.  If an IPO is conducted that contemplates a
sale of all of the Pinnacle Corp. Shares to the public (assuming full exercise
by the underwriters of their over-allotment option in the IPO), then, at
Fiduciary Counselors’s option, the underwriters’ over-allotment option may be
covered exclusively by Pinnacle Corp. Shares held by Northwest.


Section
9.2.    Shelf Registration
Statements. 
(a)  If Pinnacle Corp. is permitted to register securities
under the Securities Act on Form S-3 or any similar or successor short
form registration statement, then upon the request of either Fiduciary
Counselors, on behalf of the Plans, or Northwest, Pinnacle Corp. will cause to
be filed and use commercially reasonable efforts to have declared effective as
soon as reasonably practicable thereafter, one or more shelf registration
statements pursuant to Rule 415 under the Securities Act (each a “Shelf Registration Statement,” and
collectively, the “Shelf Registration
Statements”).  Such Shelf
Registration Statements will cover all of the Plan Shares and any Pinnacle
Corp. Shares retained by Northwest following the IPO.


 


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(b)           Each Shelf Registration Statement will be on the
appropriate form and will comply as to form in all material respects with the
requirements of the Securities Act and the rules and regulations promulgated
thereunder, permitting registration of such Pinnacle Corp. Shares for resale by
Northwest and the Plans in the manner designated by them.  Each Shelf Registration Statement filed
after the filing of the first Shelf Registration Statement filed pursuant to
Section 9.2(a) of this Agreement will constitute a post-effective
amendment to such previously filed Shelf Registration Statement under Rule 429
under the Securities Act.


Section
9.3.    Maintenance of Effectiveness.  (a)  Pinnacle Corp. will use its
reasonable best efforts to keep any Shelf Registration Statement required by
Section 9.2(a) continuously effective, supplemented and amended to the
extent necessary to ensure that:


(i)            it is available for sales of Pinnacle Corp. Shares by
Northwest and the Plans in accordance with Section 9.2(a) above; and


(ii)           it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the SEC as announced
from time to time, until such time as there are no more Plan Shares or shares
held by Northwest (such period, the “Effective
Period”).


(b)           Neither the Plans nor Northwest may include any Pinnacle
Corp. Shares in any Shelf Registration Statement pursuant to this Agreement
unless and until it furnishes to Pinnacle Corp. in writing, within 20 days
after receipt of a request therefor (and the Plans and Northwest agree to
provide), the information with respect to itself and its plan of distribution
as specified in Item 507 or 508 of Regulation S–K, as
applicable, of the Securities Act for use in connection with such Shelf
Registration Statement or any prospectus or preliminary prospectus included
therein.  Each of the Plans and
Northwest that is selling Pinnacle Corp. Shares pursuant to such Shelf
Registration Statement agrees to promptly furnish to Pinnacle Corp. additional
information as to itself and its plan of distribution required to be disclosed
in order to make the information previously furnished by it to Pinnacle Corp.
not materially misleading.


(c)           Following the effectiveness of any Shelf Registration
Statement, Pinnacle Corp. agrees to request from each of the Plans and
Northwest no less often than once every six months, a certification stating the
number of unregistered Pinnacle Corp. Shares that each such Plan and/or
Northwest expects to offer or sell within one year of the date of such
certification.  If the number of Pinnacle
Corp. Shares that the Plans and Northwest collectively certify to Pinnacle
Corp. as the number of Pinnacle Corp. Shares the Plans and Northwest reasonably
expect to sell within one year of the date of such certification exceeds the
amount registered on all Shelf Registration Statements previously filed and not
yet sold, Pinnacle Corp. will as promptly as practicable file a new Shelf
Registration Statement increasing the number of Pinnacle Corp. Shares
registered for sale by the Plans and Northwest by the number so certified by
them.


Section 9.4.    Incidental Registration. 
(a)  Right to Include Shares of Common Stock.  If Pinnacle Corp. at any time after the date
hereof proposes to register any of its common stock under the Securities Act
(other than a registration on Form S–4 or S–8, or any successor
or other forms promulgated for similar purposes), whether or not for sale for
its own account, in a manner which would permit registration of Plan Shares or
Pinnacle Corp. Shares held by Northwest for sale to the public under the
Securities Act, it will, at each such time, give prompt written notice 


 


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to
Northwest, Fiduciary Counselors and the Plans of its intention to do so and of
Northwest’s and the Plans’ rights under this Section 9.4.  Upon the written request of either Northwest
or Fiduciary Counselors made within 15 days after the receipt of any such
notice (which request will specify the number of Plan Shares intended to be
disposed of by the Plans or the number of Pinnacle Corp. Shares to be disposed
of by Northwest, as the case may be), Pinnacle Corp. will effect the
registration under the Securities Act of the Pinnacle Corp. Shares which
Pinnacle Corp. has been so requested to register by Northwest and/or Fiduciary
Counselors, to the extent requisite to permit the disposition of such Pinnacle
Corp. Shares so to be registered; provided that if such registration
involves an underwritten offering, the Plans must sell the Plan Shares to the
underwriters on the same terms and conditions as apply to Pinnacle Corp. and/or
Northwest, with such differences, including any with respect to indemnification
and liability insurance, as may be customary or appropriate in combined primary
and secondary offerings; provided further
that in no event will Fiduciary Counselors or the Plans be required to provide
any representations and warranties or indemnities as to information relating to
Northwest, Pinnacle Corp. or Pinnacle Airlines or any of their respective
Affiliates.  If a registration requested
pursuant to this Section 9.4 involves an underwritten public offering, any
seller of Pinnacle Corp. Shares requesting to be included in such registration
may elect, in writing prior to the effective date of the registration statement
filed in connection with such registration, not to register such securities in
connection with such registration.


(b)           Termination of Proposed Registration.  If, at any time after giving written notice
of its intention to register any securities under the Securities Act in
accordance with the provisions of Section 9.4 hereof and prior to the
effective date of the registration statement filed in connection with such
registration, Pinnacle Corp. determines for any reason not to proceed with the
proposed registration of the securities to be sold by it, Pinnacle Corp. may,
at its election, give written notice of such determination to Northwest and the
Plans, and, thereupon, will be relieved of its obligation to register any
Pinnacle Corp. Shares in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith).


(c)           Registration Statement Form;
Priority in Incidental Registrations. 
(i)  If any registration requested pursuant to this
Section 9.4 and which is proposed by Pinnacle Corp. to be effected by the
filing of a registration statement on Form S-3 (or any successor or
similar short-form registration statement) and involves an underwritten
offering, and if the managing underwriter of such offering advises Pinnacle
Corp. that, in its opinion, the use of another form of registration statement
is of material importance to the success of the proposed offering, then such
registration will be effected on such other form.


(ii)           If a registration pursuant to this Section 9.4
involves an underwritten offering and the managing underwriter advises Pinnacle
Corp. in writing that, in its opinion, the number of securities requested to be
included in such registration exceeds the number which can be sold in such
offering, so as to be likely to have an adverse effect on the price, timing or
distribution of the securities offered in such offering as contemplated by
Pinnacle Corp., then Pinnacle Corp. will include in such offering the number of
Pinnacle Corp. Shares requested to be included in such registration which, in
the opinion of such managing underwriter, can be sold without having the
adverse effect referred to above, such amount to be allocated first, to the
shares of Pinnacle Corp. Stock proposed to be sold by Pinnacle Corp. for its
own account, and second, pro rata 


 


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among Northwest and the Plans on the basis of the
relative number of securities then held by such party (provided that any securities
thereby allocated to either of Northwest or the Plans that exceed such party’s
request will be reallocated among the remaining parties in a like manner if the
respective requests of each of the Plans and Northwest have been satisfied).


Section
9.5.    Registration on Demand.  (a)  In addition to any demand
rights the Plans may have under Section 9.1 hereof, in the event that
either (i) after the IPO the Plans hold Plan Shares valued (based on the
IPO price per share) at $50,000,000 or more, or (ii) an Early Termination
Event occurs, the Plans will have the right to demand one registration under
the Securities Act of all or part of such remaining Plan Shares (unless a shelf
registration statement has been or is being effected in accordance with
Section 9.2).  In addition
Northwest will have the right to demand one registration under the Securities
Act of all or part of such remaining Pinnacle Corp. Shares held by it following
the IPO.  At any time (X) following
the satisfaction of the conditions contained in clause (i) or (ii) of the
previous sentence, upon the written request of Fiduciary Counselors or
(Y) following the IPO, upon the written request of Northwest, in the case
of either (X) or (Y) requesting that Pinnacle Corp. effect the registration
under the Securities Act of all or part of the Pinnacle Corp. Shares then held
by the requesting party and specifying the amount and intended method of
disposition thereof, Pinnacle Corp. will use its reasonable best efforts to
effect the registration under the Securities Act of such Pinnacle Corp. Shares.


(b)           Notwithstanding the foregoing, Pinnacle Corp. will not be
obligated to file a registration statement relating to any registration request
pursuant to this Section 9.5 within a period of six months after the
effective date of any other registration statement relating to any registration
request pursuant to this Agreement which was not effected on Form S-3 (or
any successor or similar short-form registration statement) or relating to any
registration effected under Section 9.1, or, if with respect to such registration
statement, the managing underwriter, the SEC, the Securities Act or the rules
and regulations thereunder, or the form on which the registration statement is
to be filed, would require the conduct of an audit other than the regular audit
conducted by Pinnacle Corp. at the end of its fiscal year, in which case the
filing may be delayed until the completion of such regular audit.


(c)           A registration requested pursuant to this Section 9.5
will not be deemed to have been effected unless it has become effective; provided
that if, within 180 days after it has become effective, the
offering of the Pinnacle Corp. Shares pursuant to such registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court, such registration will be deemed
not to have been effected, in which case, the requesting party shall be deemed
to have not made a registration request under this Section 9.5 with
respect to such registration.


Section 9.6.    Lock-Up.  Each of Northwest and the Plans will
not effect any sales of Pinnacle Corp Shares during the 14 days prior to
and up to a 180 day period beginning on the effective date of a
registration statement used for the IPO if and to the extent requested in
writing (with reasonable prior notice) by the managing underwriter of the IPO
(except as part of the IPO).  In the
case of any other underwritten public offering in accordance with this
Article IX in which any of Northwest or the Plans or Pinnacle Corp. is
participating, to the extent requested in writing (with reasonable prior
notice) by the managing underwriter of such underwritten public 


 


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offering,
each of Northwest and the Plans agrees that it shall not effect any sales of
Pinnacle Corp Shares from 14 days prior to and up to a 90 day period
beginning on the date of consummation of such underwritten public offering
(except as part of such registration).


Section
9.7.    Registration Procedures.  In connection with Pinnacle Corp.’s
obligations pursuant to this Article IX (including without limitation
Section 9.1, Section 9.2, Section 9.4 and Section 9.5) to
effect such registrations and/or offerings to permit the sale of Pinnacle Corp.
Shares in accordance with the intended method or methods of disposition
thereof, and pursuant thereto Pinnacle Corp. will pay all applicable
Registration Expenses and will as soon as possible:


(a)           prepare and file with the SEC a registration statement or
registration statements on any appropriate form under the Securities Act
available for the sale of Pinnacle Corp. Shares by Northwest or the Plans, or
both, in accordance with the intended method or methods of distribution
thereof, and use its reasonable best efforts to cause each such registration
statement or statements to become effective and remain effective and usable for
resale of Pinnacle Corp. Shares during the period that such registration
statement is required to be effective and usable as provided herein, use its
reasonable best efforts to not take any action that would cause such
registration statement to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and cause such registration
statement and the related prospectus and any amendment or supplement thereto,
as of the effective date of such registration statement, amendment or
supplement, to comply in all material respects with any requirements of the Securities
Act and the rules and regulations promulgated thereunder; provided, however,
that before filing a registration statement or prospectus or any amendments or
supplements thereto (excluding documents that would be incorporated or deemed
to be incorporated therein by reference), Pinnacle Corp. will furnish to
(i) each of Northwest and the Plans holding Pinnacle Corp. Shares covered
by such registration statement and/or prospectus, (ii) not more than one
counsel chosen by Northwest, which counsel is reasonably acceptable to the
Plans (“Special Counsel”)
and (iii) the managing underwriter(s), if any, copies of all such
documents proposed to be filed, which documents will be subject to the review
of Northwest, the Plans, such Special Counsel and such underwriters, and
Pinnacle Corp. will not file any such registration statement or amendment
thereto or any prospectus or any supplement thereto (excluding such documents
that, upon filing, will be incorporated or deemed to be incorporated by
reference therein) containing any information about any of Northwest, the Plans
or the managing underwriter, if any, reasonably objects.


(b)           Prepare and file with the SEC such amendments and
post-effective amendments to each registration statement as may be necessary to
keep such registration statement effective as provided herein; cause the
related prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during the applicable period
in accordance with the intended methods of disposition by the sellers thereof
set forth in such registration statement as so amended or in such prospectus as
so supplemented.


(c)           Notify the selling Plans, Northwest and any managing
underwriters (and, in each case, counsel therefor if appropriate notice
information has been provided reasonably in advance 


 


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to Pinnacle Corp.) promptly, and (if requested by
any such Person) confirm such notice in writing:


(i)            when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to a registration
statement or any post-effective amendment, when the same has become effective;


(ii)           of any request by the SEC or any other Governmental
Authority for amendments or supplements to a registration statement or related
prospectus or for additional information;


(iii)          of the issuance by the SEC or any other Governmental
Authority of any stop order, injunction or other order suspending the
effectiveness of a registration statement or the initiation or threatening of
any proceedings for that purpose;


(iv)          if at any time the representations and warranties of
Pinnacle Corp. contained in any agreement entered into by Pinnacle Corp. in
connection with the offering (including any underwriting agreement) cease to be
true and correct in any material respect;


(v)           of the receipt by Pinnacle Corp. of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of Pinnacle Corp. Shares for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose;


(vi)          of the occurrence of any event, circumstance or condition
that makes any statement made in such registration statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in a registration statement, prospectus or any such document so that,
in the case of the registration statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and,
in the case of the prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and


(vii)         of Pinnacle Corp.’s reasonable determination that a
post-effective amendment to a registration statement would be appropriate.


(d)           Use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a registration statement, or the
lifting of any suspension of the qualification (or exemption from qualification)
of any Pinnacle Corp. Shares for sale in any jurisdiction as soon as possible.


(e)           If requested by the managing
underwriters, if any, or Northwest:


(i)            promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriters, if any,
Northwest and the Plans agree should be included therein as may be required by
applicable Law; and


 


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(ii)           make all required filings of such prospectus supplement or
such post-effective amendment as soon as practicable after Pinnacle Corp. has
received notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment; 


provided, however, that Pinnacle Corp.
will not be required to take any actions under this Section 9.7(e) that
are not, in the opinion of Pinnacle Corp.’s counsel, in compliance with
applicable Law.


(f)            Furnish to each of Northwest and/or each of the selling
Plans named in any registration statement and each managing underwriter, if
any, without charge, such number of copies of the registration statement and
any post-effective amendment thereto (but excluding schedules, all documents
incorporated or deemed incorporated therein by reference and all exhibits,
unless requested in writing by such party or such underwriter), each
prospectus, including each preliminary prospectus, and any amendment or
supplement thereto and such other documents as such party or managing
underwriter may reasonably request in order to facilitate the public sale or
other disposition of Pinnacle Corp. Shares; Pinnacle Corp. hereby consents to
the use of the prospectus, including each preliminary prospectus, by each of
the Plans and Northwest and each underwriter of an underwritten offering, if any,
in connection with the offering and sale of Pinnacle Corp. Shares covered by
the prospectus or the preliminary prospectus at such times and in such manner
as permitted by this Agreement.


(g)           Prior to any public offering of Pinnacle Corp. Shares, to
register or qualify or cooperate with Northwest and the selling Plans, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Pinnacle Corp. Shares for offer and sale under the
securities or blue sky Laws of such jurisdictions within the United States as
any seller of Pinnacle Corp. Shares or underwriter reasonably requests in
writing; use its reasonable best efforts to keep such registration or qualification
(or exemption therefrom) effective during the period the applicable
registration statement is required to be kept effective and do any and all
other acts or things necessary or advisable to enable the disposition in each
such jurisdiction of Pinnacle Corp. Shares covered by the applicable
registration statement; provided, however, that Pinnacle Corp.
will not be required to (i) qualify to do business in any jurisdiction
where it is not then so qualified or (ii) take any action that would
subject it to taxation or service of process in any such jurisdiction where it
is not then so subject.


(h)           Use its reasonable best efforts to cause Pinnacle Corp.
Shares covered by the applicable Registration Statement to be registered with
or approved by such other governmental agencies or authorities within the
United States except as may be required solely as a consequence of the nature
of business conducted by Northwest or any of the Plans, in which case Pinnacle
Corp. will cooperate in all reasonable respects with the filing of such
registration statement and the granting of such approvals as may be necessary
to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Pinnacle Corp. Shares.


(i)            Cooperate with each of Northwest and the selling Plans
and the managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Pinnacle Corp. Shares to be sold and
enable such Pinnacle Corp. Shares to be in such denominations and registered in
such names as Northwest, the selling Plans and the managing 


 


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underwriters, if any, will request at least two
Business Days prior to any sale of Pinnacle Corp. Shares.


(j)            Prepare a supplement or post-effective amendment to each
registration statement or a supplement to the related prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of Pinnacle Corp. Shares
being sold thereunder, such prospectus will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


(k)           Use its reasonable best efforts to cause all Pinnacle
Corp. Shares covered by such registration statement to be:


(i)            listed on each securities exchange, if any, on which
similar securities issued by Pinnacle Corp. are then listed or, if no similar
securities issued by Pinnacle Corp. are then so listed, on the New York Stock
Exchange or another national securities exchange as soon as the securities
qualify to be so listed; or


(ii)           authorized to be quoted on the NASDAQ, as soon as the
securities qualify to be so quoted.


(l)            As needed, (i) engage an appropriate transfer agent
and provide the transfer agent with printed certificates for Pinnacle Corp.
Shares in a form eligible for deposit with The Depository Trust Company and
(ii) provide a CUSIP number for Pinnacle Corp. Shares.


(m)          Make available for reasonable inspection during normal
business hours by Northwest, the Plans and any underwriter participating in any
disposition of Pinnacle Corp. Shares, and any attorney or accountant retained
by any such Person, all financial and other records, pertinent corporate
documents and properties of Pinnacle Corp. and its subsidiaries, and cause the
officers, directors and employees of Pinnacle Corp. and its subsidiaries to
supply all information reasonably requested by Northwest, the Plans, any such
underwriter, attorney or accountant in connection with such registration
statement; provided,
however,
that any records, information or documents that are designated by Pinnacle
Corp. in writing as confidential at the time of delivery of such records,
information or documents will be kept confidential by such Persons unless:


(i)            such records, information or documents are in the public
domain or otherwise publicly available;


(ii)           disclosure of such records, information or documents is
required by court or administrative order; provided, that such underwriter notifies
Pinnacle Corp. of any such requirement and cooperates with Pinnacle Corp. in
seeking a protective or restraining order limiting such disclosure; or


(iii)          disclosure of such records, information or documents, upon
reasonable advice of counsel to such Person, is otherwise required by Law
(including pursuant to the requirements of the Securities Act) or the rules or
regulations of any securities exchange or NASDAQ.


 


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(n)           Within a reasonable time prior to the filing of any
registration statement, any prospectus, any amendment to a registration
statement or amendment or supplement to a prospectus, in each case containing
information regarding any of Northwest, Fiduciary Counselors and/or the Plans,
provide copies of such document to such Person and/or the managing
underwriter(s) of an underwritten offering, if any; fairly consider such
reasonable changes in any such document prior to the filing thereof as such
Person may request and not file any such document in a form to which any such
Person reasonably objects; and make such of the representatives of Pinnacle
Corp. as will be reasonably requested by any such Person available for
discussion of such document.


(o)           Comply with all applicable rules and regulations of the
SEC and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than 45 calendar days after the end of any 12-month period
(or 90 calendar days after the end of any 12–month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter
in which Pinnacle Corp. Shares are sold to underwriters in a firm commitment or
reasonable best efforts underwritten offering, or (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of Pinnacle Corp., after the effective date of a registration
statement, which statements will cover such 12-month period.


(p)           Pinnacle Corp. will enter into such customary agreements
(including in the event of an underwritten offering, an underwriting agreement
negotiated on behalf of Pinnacle Corp. by Northwest in form, scope and
substance as is customary in underwritten offerings) and take all such other
commercially reasonable and customary actions in connection therewith
(including taking those actions directed by Northwest, the Plans or, in the
event of an underwritten offering, those reasonably requested by the managing
underwriters) in order to facilitate the disposition of such Pinnacle Corp.
Shares and in such connection, but only where an underwriting agreement is
entered into in connection with an underwritten offering:


(i)            make such representations and warranties to the
underwriters, Northwest and the Plans, with respect to the businesses of
Pinnacle Corp. and its subsidiaries, the registration statement, prospectus and
documents incorporated by reference or deemed incorporated by reference
therein, if any, and any other customary representations and warranties, in
each case, in form, substance and scope as are customarily made by issuers in
secondary offerings to underwriters in underwritten offerings and confirm the
same if and when requested;


(ii)           obtain opinions of its counsel and updates thereof, which
counsel and opinions (in form, scope and substance) will be reasonably
satisfactory to the managing underwriters, if any, addressed to each of the
underwriters, Northwest and the Plans covering the matters customarily covered
in opinions requested in underwritten offerings and such other matters as may
be reasonably requested by underwriters, Northwest or the Plans;


(iii)          use commercially reasonable efforts (provided appropriate representation
letters are delivered by the underwriters) to obtain “comfort” letters and
updates thereof from its independent certified public accountants (and, if
necessary, any other certified public accountants of any of its subsidiaries or
of any business acquired by Pinnacle Corp. for which financial statements and
financial data is, or is required to be, included in the registration 


 


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statement), addressed to each of the underwriters,
Northwest and the Plans, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings;


(iv)          use its reasonable best efforts to the extent reasonably
requested by the managing underwriters to facilitate the distribution and sale
of any Pinnacle Corp. Shares to be offered, including causing Pinnacle Corp.’s management
to be made available for, and assist in, the marketing and disposition of such
Pinnacle Corp. Shares in the manner and to the extent directed by Northwest and
the underwriters including participation by management in customary road shows,
investor meetings and conferences and other similar presentations; and


(v)           deliver such documents and certificates as may be
reasonably requested by the managing underwriters, if any, Northwest or the
Plans to evidence the continued validity of the representations and warranties
of Pinnacle Corp. and its subsidiaries made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the underwriting
agreement.


The foregoing actions will
be taken in connection with each closing under such underwriting agreement as
and to the extent required thereunder.


Section
9.8.    Plan
Adherence to Underwriting Arrangements.  If a requested registration pursuant to this Article IX
involves an underwritten offering, the Plans agree to enter into the customary
underwriting agreement negotiated by Northwest on behalf of Pinnacle Corp. in
accordance with Section 9.7(p) above; such underwriting agreement
(i) will permit the Plans to receive and rely upon any officer’s
certificates or opinions delivered by or on behalf of Pinnacle Corp. to the
underwriters thereunder, and (ii) may include indemnification provisions in
favor of underwriters and other persons, and may include such other obligations
of the Plans as are customarily applicable to a selling stockholder, including
the obligation to deliver customary legal opinions.  The Plans agree to take such other actions in connection with the
offering as Northwest or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Plan Shares, including the
execution and delivery of share certificates and stock powers representing the
Plan Shares to be disposed of in the offering. 
The Plans will sell the Plan Shares in accordance with such underwriting
agreement, on the same economic terms that shares of Pinnacle Corp. Shares held
by Northwest are sold in the offering, subject to Article VIII of this
Agreement.


Section
9.9.    Indemnification.  (a)  Indemnification by
Pinnacle Corp.  In the event of any
registration of any Pinnacle Corp. Shares under the Securities Act pursuant to
this Agreement, Pinnacle Corp. will, and it hereby does, indemnify and hold
harmless, the seller of any Pinnacle Corp. Shares covered by such registration
statement, each affiliate of such seller and their respective directors and
officers or general and limited partners (including any director, officer,
affiliate, employee, agent and controlling Person of any of the foregoing),
each other Person who participates as an underwriter in the offering or sale of
such securities and each other Person, if any, who controls such seller or any
such underwriter within the meaning of the Securities Act (collectively, the “Section 9.9(a) Indemnified Parties”),
against any and all losses, claims, damages or liabilities, joint or several,
and expenses (including reasonable attorney’s fees and reasonable expenses of
investigation) to which such Section 9.9(a) 


 


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Indemnified
Party may become subject under the Securities Act, common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof, whether or not such Indemnified Party is a
party thereto) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement (including any amendment or supplement thereto) under which such
securities were registered under the Securities Act, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto,
or (ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
the case of a prospectus, in the light of the circumstances under which they
were made) not misleading, and Pinnacle Corp. will reimburse such
Section 9.9(a) Indemnified Party for any legal or any other expenses
reasonably incurred by it in connection with investigating or defending against
any such loss, claim, liability, action or proceeding, as such expenses are
incurred; provided
that Pinnacle Corp. will not be liable to any Section 9.9(a)
Indemnified Party in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement or
amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information
furnished to Pinnacle Corp. with respect to such seller through an instrument
duly executed by such seller specifically stating that it is for use in the
preparation thereof; and provided, further, that Pinnacle Corp.
will not be liable to any Person who participates as an underwriter in the
offering or sale of Pinnacle Corp. Shares or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, under the
indemnity agreement in this Section 9.9 with respect to any preliminary
prospectus or the final prospectus or the final prospectus as amended or
supplemented, as the case may be, to the extent that any such loss, claim,
damage or liability of such underwriter or controlling Person results from the
fact that such underwriter sold Pinnacle Corp. Shares to a person to whom there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the final prospectus or of the final prospectus as then amended or
supplemented, whichever is most recent, if Pinnacle Corp. has previously
furnished copies thereof to such underwriter. 
For purposes of the last proviso to the immediately preceding sentence,
the term “prospectus” will not be deemed to include the documents incorporated
therein by reference, and no Person who participates as an underwriter in the
offering or sale of Pinnacle Corp. Shares or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, will be
obligated to send or give any supplement or amendment to any document
incorporated by reference in any preliminary prospectus or the final prospectus
to any person other than a person to whom such underwriter had delivered such
incorporated document or documents in response to a written request
therefor.  Such indemnity will remain in
full force and effect regardless of any investigation made by or on behalf of
such seller or any Section 9.9(a) Indemnified Party, or any of their
respective affiliates, directors, officers or controlling persons, and will
survive the transfer of such securities by such seller.


(b)           Indemnification by Sellers and Underwriters.  Pinnacle Corp. may require, as a condition
to including any Pinnacle Corp. Shares in any registration statement filed in
accordance with this Article IX, that Pinnacle Corp. will have received an
undertaking reasonably satisfactory to it from each prospective seller of such
Pinnacle Corp. Shares or any underwriter to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 9.9(a))
Pinnacle Corp. and all other prospective sellers (collectively, the 


 


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“Section 9.9(b) Indemnified Parties” and, together
with the Section 9.9(a) Indemnified Parties, the “Indemnified
Parties”) with respect to any untrue statement or alleged
untrue statement in or omission or alleged omission from such registration
statement, any preliminary, final or summary prospectus contained therein, or
any amendment or supplement, if such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to Pinnacle Corp. with respect to
such seller through an instrument duly executed by such seller or underwriter
specifically stating that it is for use in the preparation of such registration
statement, preliminary, final or summary prospectus or amendment or supplement,
or a document incorporated by reference into any of the foregoing.  Such indemnity will remain in full force and
effect regardless of any investigation made by or on behalf of any
Section 9.9(b) Indemnified Party, or any of its affiliates, directors,
officers or controlling Persons and will survive the transfer of such
securities by such seller.  In no event
will the liability of any seller of Pinnacle Corp. Shares hereunder be greater
in amount than the dollar amount of the proceeds received by such seller of
Pinnacle Corp. Shares upon the sale of the Pinnacle Corp. Shares giving rise to
such indemnification obligation.


(c)           Notices of Claims, Etc.  Promptly after receipt by an Indemnified Party hereunder of
written notice of the commencement of any action or proceeding with respect to
which a claim for indemnification may be made pursuant to this
Section 9.9, such Indemnified Party will, if a claim in respect thereof is
to be made against an indemnifying party under this Section 9.9, give
written notice to the latter of the commencement of such action; provided
that the failure of the Indemnified Party to give notice as provided
herein will not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 9.9, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice.  In case any such action is brought against
an Indemnified Party, the indemnifying party will be entitled to participate in
and to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such Indemnified Party, and after notice from the indemnifying
party to such Indemnified Party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation.  Notwithstanding the
indemnifying party’s election to appoint counsel to represent an Indemnified
Party in an action, such Indemnified Party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent such
Indemnified Party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both such Indemnified Party and the indemnifying party and such
Indemnified Party shall have reasonably concluded that there may be legal
defenses available to it or other Indemnified Parties which are different from
or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
such Indemnified Party to represent such Indemnified Party within a reasonable
time after notice of the institution of such action, or (iv) the
indemnifying party shall authorize such Indemnified Party to employ separate
counsel at the expenses of the indemnifying party.  No indemnifying party will consent to entry of any judgment or
enter into any settlement which (i) does not include as an unconditional
term thereof, the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation and 


 


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(ii) includes a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
Indemnified Party.


(d)           Contribution. 
If the indemnification provided for in this Section 9.9 from the
indemnifying party is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to herein,
then the indemnifying party, in lieu of indemnifying such Indemnified Party,
will contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and Indemnified Parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The
relative fault of such indemnifying party and Indemnified Parties will be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or Indemnified Parties, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action.  The
amount paid or payable by a party under this Section 9.9 as a result of
the losses, claims, damages, liabilities and expenses referred to above will be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.


The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 9.9 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this
Section 9.9(d), no seller of Pinnacle Corp. Shares (other than a Person
that participates as an underwriter in the offering or sale of Pinnacle Corp.
Shares) shall be required to contribute any amount in excess of the amount by
which the dollar amount of the proceeds received by such seller from the sale
of such Pinnacle Corp. Shares (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
seller has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, and no Person that
participates as an underwriter in the offering or sale of Pinnacle Corp. Shares
shall be required to contribute any amount in excess of the amount by which the
total price at which the Pinnacle Corp. Shares underwritten by it and distributed
to investors were offered to investors exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


(e)           Other Indemnification.  Indemnification similar to that specified in the preceding
subdivisions of this Section 9.9 (with appropriate modifications) will be
given by Pinnacle Corp. and each seller of Pinnacle Corp. Shares with respect
to any required registration or other qualification of securities under any
federal or state Law or regulation or governmental authority other than the
Securities Act.


 


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(f)            Non–Exclusivity.  The obligations of the parties under this Section 9.9 will
be in addition to any liability which any party may otherwise have to any other
party.


Section
9.10.    Rule 144.  Pinnacle Corp. covenants to the holders of
Pinnacle Corp. Shares that to the extent Pinnacle Corp. shall be required to do
so under the Exchange Act, it shall timely file the reports required to be
filed by under the Exchange Act or the Securities Act (including the reports
under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the SEC under the
Securities Act) and the rules and regulations adopted by the SEC thereunder,
and shall take such further action as any holder of Pinnacle Corp. Shares may
reasonably request, all to the extent required from time to time to enable such
holder to sell Pinnacle Corp. Shares without registration under the Securities
Act within the limitations provided by Rule 144 under the Securities Act,
as such rule may be amended from time to time, or any similar or successor rule
or regulation hereafter adopted by the SEC. 
Upon the request of any holder of Pinnacle Corp. Shares in connection
with that holder’s sale pursuant to Rule 144, Pinnacle Corp. shall deliver
to such holder a written statement as to whether it has complied with such
requirements.


ARTICLE X


CONDITIONS PRECEDENT FOR CLOSING AND CONTRIBUTIONS


Section 10.1.    Conditions Precedent to Closing.  (a)  Conditions to the Obligations
of the Parties.  The obligation of
Pinnacle Airlines, Pinnacle Corp., Northwest and Fiduciary Counselors to
consummate the transactions contemplated by Article II, the Initial
Contribution and the Additional Initial Contribution is subject to the
fulfillment by or at Closing of each of the following conditions:


(i)            No order will be in effect which prohibits, restricts or
enjoins, and no Action will be pending or threatened which would reasonably be
expected to prohibit, restrict, enjoin or nullify, or which would reasonably be
expected to result in material damages with respect to or otherwise materially
adversely affect, the consummation of the transactions contemplated by this
Agreement and the Ancillary Agreements;


(ii)           The Department of Labor will have issued a proposed
exemption pursuant to Section 408(a) of ERISA and Section 4975(c)(2)
of the Code with respect to the transactions contemplated by this Agreement;
and


(b)           Conditions to Northwest’s Obligations.  The obligation of Northwest to consummate
the transactions contemplated by Article II, the Initial Contribution and
the Additional Initial Contribution is subject to the fulfillment by or at the
Closing of the following conditions, any or all of which may be waived in
writing by Northwest at its full discretion:


(i)            The representations and warranties of Fiduciary
Counselors contained in this agreement that are qualified as to materiality or
Material Adverse Effect will be true and correct and those not so qualified
will be true and correct in all material respects, in each case on and as of
the Closing Date as though made on and as of the Closing Date, except in the
case of representations and warranties which are expressly made as of a
different date (in which case 


 


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such representations and
warranties will be true and correct or true and correct in all material
respects, as applicable, on and as of such different date);


(ii)           Fiduciary Counselors will have performed or complied with
all agreements, undertakings and covenants required by this Agreement to be
performed or complied with by Fiduciary Counselors at or prior to the Closing
Date;


(iii)          Fiduciary Counselors will have delivered to Northwest a
certificate, dated the Closing Date and signed by an officer of Pinnacle Corp.,
to the effect set forth in clause (i) above (with respect to the
representations and warranties set forth in Section 5.3) and
clause (ii) above; and


(iv)          Fiduciary Counselors and Pinnacle Corp. will have executed
and delivered to Northwest this Agreement.


(c)           Conditions to Fiduciary Counselors’s Obligations.  The obligation of Fiduciary Counselors to
consummate the transactions contemplated by Article II, the Initial
Contribution and the Additional Initial Contribution is subject to the
fulfillment by or at the Closing of the following conditions, any or all of
which may be waived in writing by Fiduciary Counselors at its full discretion:


(i)            The representations and warranties of NWA Corp. and
Northwest contained in Section 5.1 of this Agreement that are qualified as
to materiality or Material Adverse Effect will be true and correct and those
not so qualified will be true and correct in all material respects, and the
representations and warranties of NWA Corp., Northwest and Pinnacle Corp.
contained in Section 5.2 of this Agreement that are qualified as to
materiality or Material Adverse Effect will be true and correct and those not
so qualified will be true and correct in all material respects, in each case on
and as of the Closing Date as though made on and as of the Closing Date, except
in the case of representations and warranties which are expressly made as of a
different date (in which case such representations and warranties will be true
and correct or true and correct in all material respects, as applicable, on and
as of such different date);


(ii)           Each of NWA Corp., Northwest and Pinnacle Corp. will have
performed or complied in all material respects with all agreements,
undertakings and covenants required by this Agreement to be performed or
complied with by each of them at or prior to the Closing Date;


(iii)          NWA Corp. and Northwest will have delivered to Fiduciary
Counselors a joint certificate, dated the Closing Date and signed by officers
of each of NWA Corp. and Northwest, to the effect set forth in clause (i)
above (with respect to the representations and warranties set forth in
Section 5.1 and Section 5.2) and clause (ii) above and Northwest
will have delivered to Fiduciary Counselors a certificate dated the Closing
Date and signed by an officer of Pinnacle Corp., to the effect set forth in
clause (ii) above;


(iv)          Pinnacle Corp. will have caused to be filed the Amended and
Restated Certificate of Incorporation of Pinnacle Corp.;


 


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(v)           Northwest and Pinnacle Corp. will have executed and
delivered to Fiduciary Counselors this Agreement;


(vi)          Northwest will amend each Plan and accompanying Master
Trust to the extent necessary and proper to implement the provisions of this
Agreement;


Section
10.2.    Conditions to Fiduciary Counselors’s Obligation to
Accept the Initial Contribution.  The
obligation of Fiduciary Counselors to accept on behalf of the Plans the Initial
Contribution and the Additional Initial Contribution contemplated by this
Agreement is subject to the fulfillment by or at the Closing of each of the
following conditions, any or all of which may be waived in writing by Fiduciary
Counselors in its sole discretion:


(a)           The representations and warranties of NWA Corp. and
Northwest contained in Section 5.1 of this Agreement that are qualified as
to materiality or Material Adverse Effect will be true and correct and those
not so qualified will be true and correct in all material respects, and the
representations and warranties of NWA Corp., Northwest and Pinnacle Corp.
contained in Section 5.2 of this Agreement that are qualified as to
materiality or Material Adverse Effect will be true and correct and those not
so qualified will be true and correct in all material respects, in each case on
and as of the Closing Date as though made on and as of the Closing Date, except
in the case of representations and warranties which are expressly made as of a
different date (in which case such representations and warranties will be true
and correct or true and correct in all material respects, as applicable, on and
as of such different date);


(b)           Each of NWA Corp., Northwest and Pinnacle Corp. will have
performed or complied in all material respects with all agreements,
undertakings and covenants required by this Agreement to be performed or
complied with by each of them at or prior to the Closing Date;


(c)           NWA Corp. and Northwest will have delivered to Fiduciary
Counselors a joint certificate, dated the Closing Date and signed by officers
of each of NWA Corp. and Northwest, to the effect set forth in clause (a)
above (with respect to the representations and warranties set forth in Section 5.1
and Section 5.2) and clause (b) above and Pinnacle Corp. will have
delivered to Fiduciary Counselors a certificate, dated the Closing Date and
signed by an officer of Pinnacle Corp., to the effect set forth in
clause (b) above; and


(d)           Pinnacle Corp. and Northwest will have executed and
delivered to Fiduciary Counselors this Agreement, and the share exchange
contemplated by Article II of this Agreement will have been consummated.


Section
10.3.    Conditions to Fiduciary Counselors’s Obligation to
Accept Subsequent Contributions.  The
obligation of Fiduciary Counselors to accept on behalf of the Plans Subsequent
Contributions contemplated by this Agreement is subject to the fulfillment by
or at the date of such Subsequent Contribution of each of the following conditions,
any or all of which may be waived in writing by Fiduciary Counselors in its
sole discretion:


(a)           The representations and warranties of NWA Corp. and
Northwest contained in Section 5.1 of this Agreement that are qualified as
to materiality or Material Adverse Effect will be true and correct and those
not so qualified will be true and correct in all material respects,and 


 


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the representations and warranties of NWA Corp.,
Northwest and Pinnacle Corp. contained in Section 5.2 of this Agreement
that are qualified as to materiality or Material Adverse Effect will be true
and correct and those not so qualified will be true and correct, in each case
on and as of the date of such Subsequent Contribution as though made on and as
of the date of such Subsequent Contribution, except in the case of
representations and warranties which are expressly made as of a different date
(in which case such representations and warranties will be true and correct or
true and correct, as applicable, on and as of such different date);


(b)           Each of NWA Corp., Northwest and Pinnacle Corp. will have
performed or complied with all agreements, undertakings and covenants required
by this Agreement to be performed or complied with by each of them at or prior
to the date of such Subsequent Contribution; and


(c)           NWA Corp. and Northwest will have delivered to Fiduciary
Counselors a joint certificate, dated the date of such Subsequent Contribution
and signed by officers of each of NWA Corp. and Northwest, to the effect set
forth in clause (a) above (with respect to the representations and
warranties set forth in Section 5.1) and clause (b) above, and
Pinnacle Corp. will have delivered to Fiduciary Counselors a certificate dated,
the date of such Subsequent Contribution and signed by an officer of Pinnacle
Corp. to the effect set forth in clause  (b) above.


(d)           The Department of Labor will have issued a final exemption
pursuant to Section 408(a) of ERISA and Section 4975(c)(2) of the
Code with respect to the transactions contemplated by this Agreement prior to
any Subsequent Contribution being made pursuant to Article IV of this
Agreement.


ARTICLE XI


ADDITIONAL AGREEMENTS AND COVENANTS


Section
11.1.    Arms Length Transactions. 
All transactions involving the Plans in connection with the contribution
of Pinnacle Corp. Shares to the Plans will be conducted and completed on terms
no less favorable to the Plans than arms’ length transactions involving
unrelated parties.  No commissions,
fees, costs, charges or other expenses will be borne by the Plans in connection
with any acquisition, holding or disposition of Pinnacle Corp. Shares to or
from the Plans, other than the underwriters discount or other broker-dealer
fees or commissions charged in any sale of such shares.


Section 11.2.    Rights Agreement and Stock Incentive Plan.  (a)  Pinnacle Corp. will take all
requisite action to approve the Rights Agreement, in substantially the form
attached as Exhibit B-1 hereto or with such changes as may be approved
by the Plan Director so that it shall be effective at or prior to the IPO, and
once effective, will keep such Rights Agreement in effect until such time as
all the parties hereto otherwise agree. 
Fiduciary Counselors, on behalf of the Plans, hereby consents to the
adoption of such Rights Agreement by Pinnacle Corp. and agrees not to challenge
the adoption thereof.


 


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(b)           Each of Northwest and the Plans agrees to cause Pinnacle
Corp. to, and Pinnacle Corp. agrees to, adopt at or prior to the consummation
of the IPO the Pinnacle Airlines Corp. 2003 Stock Incentive Plan substantially
in the form attached hereto as Exhibit B-2 or with such changes as may
be approved by the Plan Director pursuant to which (i) not more than 5% of
the outstanding shares of Pinnacle Corp. Stock (on a fully-diluted basis) will
be made available pursuant to such 2003 Stock Incentive Plan at the time of or
after the IPO and (ii) unless otherwise agreed by Fiduciary Counselors and
Northwest, premium priced options will only be granted in the manner
contemplated by the IPO Registration Statement (but if the Floor Price is
greater than the IPO price, the Floor Price, rather than the IPO price, will be
used in determining the exercise prices for the premium priced options).


Section
11.3.    Affiliate Transactions. 
Except as otherwise specifically contemplated by this Agreement, and
except with respect to immaterial transactions in the ordinary course of
business, for so long as the Plans hold any Plan Shares, any transaction
between Pinnacle Corp., on the one hand, and Northwest or one of its
Affiliates, on the other hand, that is not pursuant to and in accordance with
the Airline Services Agreement or any other agreement entered into on or before
the Closing Date (all of which other agreements are listed on Exhibit E),
will be subject to the following requirements:


(a)           each such transaction must be approved by a majority of
the independent directors serving on the board of directors of Pinnacle Corp.;


(b)           if the transaction is outside the ordinary course of
business and involves more than $2,000,000  in
the aggregate, or if the transaction is in the ordinary course of business and
involves more than $5,000,000 in the aggregate, such transaction must
(i) be approved by a majority of the independent directors serving on
Pinnacle Corp.’s board of directors, and (ii) at the request of a majority
of the independent directors serving on Pinnacle Corp’s board of directors, a
nationally recognized investment banking firm will deliver a fairness opinion
with respect to such transaction addressed to Pinnacle Corp.’s board of
directors; and


(c)           if the transaction involves more that $10,000,000 in the
aggregate, such transaction must be approved by a majority of the independent
directors serving on the board directors of Pinnacle Corp., and such majority
must include the Plan Director.


Section
11.4.    Changes to the Airline Services Agreement. 
Notwithstanding the requirements specified in Section 11.3 above,
any change to the Airline Services Agreement as amended, restated or otherwise
in effect at the time of the Initial Contribution, including any early
termination of the Airline Services Agreement by Pinnacle Corp., must be
approved by a majority of the board directors of Pinnacle Corp., which majority
must include the Plan Director.


Section
11.5.    Liquidity Notice.  For the
calendar quarter ending on March 31, 2003, and each calendar quarter
thereafter, Northwest will provide to Fiduciary Counselors a notice of
Northwest Liquidity (a “Liquidity Notice”) as of the end of
each such quarter as promptly as practicable after the end of such quarter, provided, however, that the timing of
delivery of a Liquidity Notice will be shortened:


 


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(a)           if the aggregate value of all Pinnacle Corp. Shares
contributed to the Plans is equal to or less than $225,000,000 (as measured at
the time of each respective Contribution) and (i) if Northwest Liquidity
at the end of any month is less than $1,750,000,000, Northwest will provide a
Liquidity Notice to Fiduciary Counselors as of the end of each month, as
promptly as practicable after the end of such month, until such time as its
liquidity is greater than $1,750,000,000, and (ii) if Northwest Liquidity
at the end of any week is less than $1,500,000,000, Northwest will provide a
Liquidity Notice to Fiduciary Counselors as of the end of each week, as
promptly as practicable after the end of each week, until such time as
Northwest Liquidity is greater than $1,500,000,000; and


(b)           if the aggregate value of all Pinnacle Corp. Shares
contributed to the Plans is greater than $225,000,000 (as measured at the time
of each respective Contribution) and (i) if Northwest Liquidity at the end
of any month is less than $1,750,000,000, Northwest will provide a Liquidity
Notice to Fiduciary Counselors as of the end of each month, as promptly as
practicable after the end of such month, until such time as its liquidity is
greater than $1,750,000,000, and (ii) if Northwest Liquidity at the end of
any week is less than $1,600,000,000, Northwest will provide a Liquidity Notice
to Fiduciary Counselors as of the end of each week, as promptly as practicable
after the end of each week, until such time as Northwest Liquidity is greater
than $1,600,000,000.


Notwithstanding
Section 11.5(a) or Section 11.5(b), Fiduciary Counselors agrees to
waive any such weekly Liquidity Notice requirements until the aggregate value
of all Plan Shares (as measured at the time of each respective Contribution) is
greater than or equal to $50,000,000.


Section
11.6.    Additional Information. 
(a)  In addition to the
information required by Section 11.5, Northwest will provide to Fiduciary
Counselors the information required in Sections 6.1, 6.2, 6.7 and 6.11 of
the Credit Agreement, and any other information required to be provided to the
lenders under the Credit Agreement.  In
addition, Northwest will provide to Fiduciary Counselors copies of any
amendments or other documents, instruments or agreements evidencing any
modifications of or changes or supplements to the Credit Agreement as soon as
reasonably practicable.


(b)           No later than January 15th of each year
Fiduciary Counselors will provide Northwest with a written valuation of the per
share value of all shares of Pinnacle Corp. Shares held by the Plans as of
December 31st of the preceding year.


Section
11.7.    Duty of Independent Fiduciary; Liquidity. 
Fiduciary Counselors shall exercise the rights accorded to the Plans in
connection with this Agreement and shall exercise such rights consistent with
the fiduciary standards of ERISA. 
Fiduciary Counselors shall determine that the acquisition, holding and
disposition of the Plan Shares by the Plans is consistent with the fiduciary
standards of ERISA.  Such determination
is subject to the determination from time to time by an appropriate fiduciary
of the Plans designated by Northwest (other than Fiduciary Counselors) such
person, (a “Plan Fiduciary”) that the holding of the Plan Shares by
the Plans does not at such time and will not in the foreseeable future impair
the liquidity of the Plans such that the Plans would not be able to pay
benefits and expenses when due.  If a
Plan Fiduciary determines that the liquidity of the Plans would be impaired in
the way described in this Section 11.7, such Plan Fiduciary will direct
Fiduciary Counselors to cause 


 


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the
Plans to dispose of all or a portion of the Plan Shares to the extent
commercially reasonable and Fiduciary Counselors will cause the Plans to
dispose such Plan Shares in accordance with the terms of this Agreement.


Section 11.8.    Agreements with Respect to Certain Tax Matters


(a)           In connection with a transaction intended to be eligible
for an election under Section 338 of the Code with respect to the Pinnacle
Corp. Shares (whether an IPO or otherwise), at the request of Northwest, each
of Northwest and Fiduciary Counselors on behalf of the Plans hereby agrees to take
all necessary or desirable actions permissible under applicable Law to
incorporate a newly formed Delaware corporation holding corporation (“IPO Corp.”) to be the sole stockholder
of Pinnacle Corp., including, without limitation, (i) causing an exchange
of 100% of the Pinnacle Corp. Shares held by Northwest and the Plans for 100%
of the shares of common stock of IPO Corp. (the “IPO Common Shares”) and (ii) causing an exchange of
the Series A Preferred Share held by NWA for one share of Series A
Preferred Stock, par value $0.01 per share, of IPO Corp. (“IPO Preferred Share”).  Subject to Section 11.8(b) below, the
IPO Common Shares will be received by Northwest and the Plans pro rata
in accordance with their ownership of Pinnacle Corp. Shares.  Each of the parties hereof agrees to take
all necessary or desirable actions permissible under applicable Law (i) to
cause each Pinnacle Corp. Share and the Series A Preferred Share
outstanding immediately prior to the effective time of the share exchange
referred to above to be exchanged for a share of capital stock of IPO Corp.
having the same designations, rights, powers and preferences, and the
qualifications, limitations and restrictions thereof, as the Pinnacle Corp.
Share and the Series A Preferred Share being exchanged, (ii) to cause
the certificate of incorporation, bylaws and other organizational documents of
IPO Corp. immediately following the effective time of the share exchange
referred to above contain provisions identical to the Amended and Restated Charter
of Pinnacle Corp., its bylaws and other organizational documents  immediately prior to the effective time of
such share exchange (other than provisions, if any, in the certificate of
incorporation regarding the incorporator or incorporators, the corporate or
entity name, the registered office and agent, the initial board of  directors and the initial subscribers for
shares, references to members rather than stock or shares, references to
managers, managing members or other members of the governing body rather than
directors and such provisions contained in any amendment to the certificate of
incorporation as were necessary to effect a change, exchange, reclassification,
subdivision, combination or cancellation of stock, if such change, exchange,
reclassification, subdivision, combination or cancellation has become
effective), and (iii) to enter into any stockholders’ and registration
rights agreements, and any other agreements and documents as shall be necessary
and appropriate to make applicable to IPO Corp., the IPO Common Shares and the
IPO Preferred Share the substance of the agreements contemplated hereunder that
are applicable to Pinnacle Corp., the Pinnacle Corp. Shares and the
Series A Preferred Share.


(b)           At the time of the formation of IPO Corp., in addition to
the IPO Common Shares the following additional interests shall be issued:  Northwest on the one hand and the Plans on
the other shall receive, respectively, Additional Consideration totaling in the
aggregate $1,000,000 in value, in the same proportion as the amount of Pinnacle
Corp. Shares owned by each of Northwest and the Plans respectively as of the
time of the formation of IPO Corp. bears to the total number of Pinnacle Corp.
Shares outstanding as of the time of the formation of the IPO Corp.  “Additional
Consideration” shall mean (i) in the case of Northwest, a
promissory 


 


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note of IPO Corp. payable to the order of Northwest
(the “IPO Note”) and
(ii) in the case of the Plans, IPO Common Shares.


(c)           At the time of the formation of IPO Corp., each of
Northwest and the Plans will cause IPO Corp. to, and Pinnacle Corp. will and
will cause Pinnacle Airlines (and any Affiliate) to, enter into a Tax Sharing
Agreement substantially in the form of Exhibit D attached hereto
with Northwest and NWA Corp. (the “IPO Tax
Sharing Agreement”).


(d)           (i)  As of the date of the share exchange
contemplated by Section 11.8(a), each of IPO Corp. and Pinnacle Corp.
irrevocably and unconditionally guarantees jointly and severally to Northwest
the due and punctual performance by Pinnacle Airlines and its Affiliates of
their respective covenants, obligations and duties, whether now or hereafter
existing, to Northwest and its Affiliates under the IPO Tax Sharing Agreement
so that in the event Pinnacle Airlines or its Affiliates fail to observe or
perform any covenant, obligation or duty on their part to be observed or
performed thereunder, IPO Corp. and Pinnacle Corp. will observe and perform
that covenant, obligation or duty, as the case may be.


(ii)           The liability of each of IPO Corp. and Pinnacle Corp.
pursuant to this Section 11.8(d) will not be discharged or affected in any
way by (A) the granting of time or other indulgence or concession to any
of Pinnacle Airlines or its Affiliates under the IPO Tax Sharing Agreement,
(B) any amendment to the IPO Tax Sharing Agreement, (C) any
compromise, release, abandonment, waiver, variation or relinquishment of the
rights of any of Northwest or its Affiliates against any of Pinnacle Airlines
or its Affiliates under the IPO Tax Sharing Agreement or by any omission to
enforce such rights, (D) any present or future Law, regulation or order of
any jurisdiction or of any agency thereof purporting to reduce, amend, restructure
or otherwise affect any term of any obligation of Pinnacle Airlines or its
Affiliates under the IPO Tax Sharing Agreement, or (E) any other act,
omission, dealing or matter whatsoever (including without limitation, any
change in the certificate of incorporation or bylaws of any of Pinnacle
Airlines or its Affiliates or the liquidation, dissolution, reorganization or
merger of any of Pinnacle Airlines or its Affiliates) that would or might
release either of IPO Corp. or Pinnacle Corp. from any or all of its respective
obligations under this Section 11.8(d).


(iii)          The guarantee provided under this Section 11.8(d) will
be continuing and will remain in full force and effect until 120 days
after the due performance, observance and fulfillment by Pinnacle Airlines and
its Affiliates of all of their respective covenants, terms, provisions and
conditions contained in the IPO Tax Sharing Agreement.  Notwithstanding the foregoing, if at any
time after the termination of the guarantee provided under this
Section 11.8(d) pursuant to the preceding sentence, any payment made under
the IPO Tax Sharing Agreement is rescinded or must be returned due to the
insolvency, bankruptcy or reorganization of any of Pinnacle Airlines or its
Affiliates, the guarantee provided under this Section 11.8(d) will be
reinstated.


(iv)          The guarantee provided under this Section 11.8(d) is
in addition to and will not waive or prejudice or be waived or prejudiced by
any other guarantee, indemnity, security, claim, right or remedy against any
third party that any of Northwest or its Affiliates may have for the due
performance of the obligations guaranteed hereby, including, without
limitation, any rights 


 


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that any of Northwest or its
Affiliates may have against any of Pinnacle Airlines or its Affiliates under
the IPO Tax Sharing Agreement or at law or in equity.


(v)           Any amount not paid by Pinnacle Airlines or its Affiliates
properly due under the IPO Tax Sharing Agreement and not recoverable from either
IPO Corp. or Pinnacle Corp. on the basis of a guarantee (whether because of any
legal limitation, disability or incapacity on the part of Pinnacle Airlines or
its Affiliates or any other matter or thing, whether known to Northwest or its
Affiliates or not) will be nevertheless recoverable from IPO Corp. or Pinnacle
Corp. on the basis of a full indemnity.


(vi)          Each of IPO Corp. and Pinnacle Corp. will be primarily and
jointly and severally liable with Pinnacle Airlines and its Affiliates to
observe and perform the covenants, obligations and duties on the respective
parts of Pinnacle Airlines and its Affiliates under the IPO Tax Sharing
Agreement and to indemnify Northwest and its Affiliates in respect of all those
matters for which Pinnacle Airlines and its Affiliates are responsible to
Northwest and its Affiliates under the Plan Fiduciary Agreement and the Second
Tax Sharing Agreement.  Northwest and
its Affiliates may require each of IPO Corp. and Pinnacle Corp. to observe and
perform all such covenants, obligations and duties as aforesaid and to
indemnify Northwest and its Affiliates as aforesaid without first (or ever)
taking proceedings against Pinnacle Airlines or its Affiliates or any other
persons.  Each of IPO Corp. and Pinnacle
Corp. waives any right that it may have to require any of Northwest or its
Affiliates to proceed against any of IPO Corp., Pinnacle Corp. or Pinnacle
Airlines, their respective Affiliates or any other person or to exhaust any
security held by any of Northwest, its Affiliates or any other person, or to
pursue any other remedy in its power.


(vii)         Each of IPO Corp and Pinnacle Corp. hereby waives and will
have no right of subrogation with respect to any payment made pursuant to its
guarantee under this Section 11.8(d).


(viii)        Each of IPO Corp. and Pinnacle Corp.
hereby waives all presentment, demands for performance, protests, notices of
nonperformance, protest, dishonor, amendment or acceptance of the guarantee,
and any other formality with respect to any of the obligations of the guarantee
under this Section 11.8(d).


Section 11.9.    Failure by Department of Labor to Issue Final Exemption.  (a)  Cure.  If the Department of Labor withdraws the
proposed exemption referred to in Section 10.1(a)(ii) or fails to issue a
final exemption pursuant to Section 408(a) of ERISA and
Section 4975(c)(2) of the Code with respect to the transactions
contemplated by this Agreement, Northwest shall be required to purchase all
Plan Shares for cash as soon as practicable or otherwise cure as soon as practicable
the failure to obtain such final exemption through any lawful means.  In the event that Northwest purchases the
Plans Shares for cash, the per share purchase price of such Plan Shares will be
the greater of the aggregate Floor Price applicable to such Plan Shares or the
Market Value of such Plan Shares on the date of purchase by Northwest.


(b)           Indemnification. 
(i)  As provided in Section 10.1(a)(ii) of this
Agreement, Fiduciary Counselors will make decisions on behalf of the Plans
regarding the acceptance of proposed contributions of Pinnacle Corp. Shares
conditioned on, among other things, the 


 


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Department of Labor’s issuing a proposed
exemption.  Northwest expects that the
Department of Labor will finalize the proposed exemption after the Initial
Contribution and when the proposed exemption becomes final it will apply
retroactively to the Initial Contribution. 
Northwest and Fiduciary Counselors agree that Fiduciary Counselors will
perform its duties set forth in this Agreement and in the Plan Fiduciary
Agreement even though the Department of Labor is expected not to have issued a
final exemption on the date of the Initial Contribution.


In
consideration of the foregoing, Northwest agrees to hold harmless and indemnify
Fiduciary Counselors and its Affiliates against any and all claims, costs,
damages, expenses, taxes and liabilities (including reasonable attorney’s fees
and costs) that Fiduciary Counselors and its Affiliates may incur to any party
(including, but not limited to, the Plans, any participant or beneficiary
thereof, the Department of Labor or the Internal Revenue Service) solely as a
result of the Department of Labor’s determination not to grant a final
exemption with respect to a Contribution previously accepted by Fiduciary
Counselors on behalf of the Plans following the Department of Labor’s issuance
of a proposed exemption; provided, however,
that the foregoing indemnification shall not apply to the extent that the
Department of Labor determines not to grant a final exemption as a result of a
materially false representation made by Fiduciary Counselors or any of its
Affiliates to Northwest or to the Department of Labor in connection with the
exemption sought by Northwest.


ARTICLE XII


CLOSING


Subject to the satisfaction
or waiver of all conditions precedent contained in Section 10.1, the
Closing will take place at the headquarters of Northwest, 2700 Lone Oak
Parkway, Eagan, Minnesota 55121, on January 15, 2003, at a time
mutually agreeable to the parties, or at such other time, date and place as the
parties may agree in writing. 
Concurrently with the Closing, the parties will cause the transactions
contemplated by this Agreement which are to be effected at the Closing to be
consummated.  Subject to the provisions
of Article XIII, failure to consummate the transactions contemplated by
this Agreement on the date and time and at the place determined pursuant to
this Article XII will not result in the termination of this Agreement nor
relieve any party of any obligation under this Agreement.


ARTICLE XIII


TERMINATION


Section
13.1.    Termination.  This Agreement may be terminated at any
time prior to Closing:


(a)           By mutual written consent of Northwest and Fiduciary
Counselors;


(b)           By Northwest, if (i) there has been a material breach
of any representation or warranty made by Fiduciary Counselors in this
Agreement or (ii) Fiduciary Counselors fails to perform or comply in all
material respects with any covenant or agreement contained in this Agreement
required to be performed or complied with by Fiduciary Counselors, provided that, in 


 


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either case, such breach or noncompliance is not
capable of being cured or has not been cured within 14 days after notice
by Northwest specifying such breach or noncompliance;


(c)           By Fiduciary Counselors, if (i) there has been a
material breach of any representation or warranty made by Northwest or Pinnacle
Corp. in this Agreement or (ii) Northwest or Pinnacle Corp. fails to
perform or comply in all material respects with any covenant or agreement
contained in this Agreement required to be performed or complied with by
Northwest or Pinnacle Corp., provided that,
in either case, such breach or noncompliance is not capable of being cured or
has not been cured within 14 days after notice by Fiduciary Counselors
specifying such breach or noncompliance; or


(d)           By Pinnacle Airlines, Pinnacle Corp., Northwest or
Fiduciary Counselors, if any Governmental Authority has issued an order, failed
to take any action which would have the effect of declining to issue a Consent
or taken any other action restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, the Plan Fiduciary Agreement and
the Second Tax Sharing Agreement, and such action will have become final and
nonappealable.


Section
13.2.    Effect of Termination.  Each party’s right to
termination under this Article XIII is in addition to any other rights it
may have under this Agreement or otherwise, and the exercise of a right of
termination will not be an election of remedies.  If this Agreement is terminated in accordance with
Section 13.1, all further obligations of the parties under this Agreement
will terminate, except the provisions of Article XIV and
Section 15.5, which will survive such termination indefinitely provided that, if this Agreement is
terminated because of the willful breach of this Agreement by a party hereto,
the other parties’ rights to pursue all legal remedies against the breaching
party will survive such termination unimpaired.


ARTICLE XIV


REMEDIES


All of the representations
and warranties made by Pinnacle Corp. and Northwest in this Agreement will,
with respect to the Plan Shares contributed on the Closing Date or a Subsequent
Contribution date and the Put Option relating to such Plan Shares, survive the
date when such representations and warranties were made (whether the Closing
Date or a Subsequent Contribution date) for a period of 24 months (except
that the representations and warranties contained in Section 5.1(d),
Section 5.1(e) and Section 5.1(f) will survive indefinitely), and no
claims for the recovery of any damages may be asserted against any of the
parties in respect thereto following the expiration of such survival
period.  The Closing Certificates
delivered pursuant to Article X will not survive beyond the Closing, other
than in connection with claims for fraud. 
The covenants and agreements of the parties contained in this Agreement
will survive beyond the Closing, except for those covenants and agreements that
are expressly limited by their terms to other dates or times, which will
survive only to such dates or times.  No
remedy conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy, and each remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
hereafter existing at law or in equity or by statute or otherwise, including
but not limited to the right to the equitable remedy of specific
performance.  However, 


 


-54-

















 


any breach by either
Northwest or Pinnacle Corp. of the representations and warranties made by
either of them in Article V will not be deemed a breach of this Agreement
for the purposes of determining whether an Early Termination Event has
occurred, other than if such breach is the result of fraud by Northwest.


ARTICLE XV


MISCELLANEOUS


Section
15.1.    Costs and Expenses.  Northwest will pay the reasonable
expenses incurred by Fiduciary Counselors in connection with the transactions
contemplated by this Agreement.


Section
15.2.    Notices.  All notices,
consents or other communications required or permitted to be given under this
Agreement will be in writing and will be deemed to have been duly given and
received when delivered personally, delivery charges prepaid, or three Business
Days after being sent by registered or certified mail (return receipt
requested), postage prepaid, or one Business Day after being sent by a
nationally recognized express courier service, postage or delivery charges
prepaid, to the parties at their respective addresses stated below. Notices may
also be given by facsimile and will be deemed to have been duly given and received
on the date transmitted if confirmed answerback is received at the end of the
transmission. Any party may change its address for notice and the address to
which copies must be sent by giving notice of the new address to the other
parties in accordance with this Section 15.2, except that any such change
of address notice will not be effective unless and until received.


If
to Pinnacle Corp., to:


	
  Pinnacle Airlines Corp.

  	
   

  
	
  1689 Nonconnah Blvd.

  	
   

  
	
  Memphis, Tennessee 38132

  	
   

  
	
   

  	
   

  
	
  Attn:  Curtis E. Sawyer

  	
   

  
	
  Facsimile No.:  (901) 348-4103

  	
   

  



If to Fiduciary Counselors:


	
  Aon Fiduciary Counselors, Inc.

  	
   

  
	
  601 Pennsylvania Avenue, N.W.

  	
   

  
	
  Suite 900 — South building

  	
   

  
	
  Washington, D.C.  20004

  	
   

  
	
   

  	
   

  
	
  Attn:  Ellen A. Hennessy

  	
   

  
	
  Facsimile No.:  (202) 639-9228

  	
   

  
	
   

  	
   

  



With a required copy (which
will not constitute notice) to:


	
  Jones Day

  	
   

  
	
  77 West Wacker

  	
   

  



 


-55-

















 


	
  Chicago, IL  60601

  	
   

  
	
   

  	
   

  
	
  Attn:  Ronald S. Rizzo

  	
   

  
	
  Facsimile No.:  (312) 782-8585

  	
   

  
	
   

  	
   

  



If to NWA Corp. and
Northwest, to:


	
  Northwest Airlines Corporation

  	
   

  
	
  2700 Lone Oak Parkway

  	
   

  
	
  Eagan, Minnesota  55121

  	
   

  
	
   

  	
   

  
	
  Attn:  Michael L. Miller

  	
   

  
	
  Facsimile No.:  (612) 726-7123

  	
   

  
	
   

  	
   

  



With
a required copy (which will not constitute notice) to:


	
  Simpson Thacher & Bartlett

  	
   

  
	
  425 Lexington Avenue

  	
   

  
	
  New York, NY 10017

  	
   

  
	
   

  	
   

  
	
  Attn: Wilson S. Neely

  	
   

  
	
  Facsimile No.:  (212) 455-2502

  	
   

  
	
   

  	
   

  



 


Section
15.3.    Assignment; Binding Effect. 
No party will assign this Agreement or any rights hereunder, or delegate
any obligations hereunder, without the prior written consent of the other
parties, except that (a) any or all of the rights of Fiduciary Counselors
under this Agreement may be assigned, in whole or in part, to a successor
independent fiduciary for the Plans, as contemplated by the Plan Fiduciary  Agreement,
and (b) after the Closing Date, Northwest may assign its rights under this
Agreement to any of its respective Affiliates or to its successor or transferee
in any merger, Business Combination or sale of other disposition of material
assets; provided,
however, that no such assignment will relieve any such assignor of
its obligations under this Agreement. 
This Agreement will inure to the benefit of the parties, and will be
binding upon the parties and their respective permitted successors and assigns.


Section
15.4.    Amendment, Modification and Waiver. 
The parties may amend or modify this Agreement in any respect, and
Fiduciary Counselors, on the one hand, and Northwest and Pinnacle Corp., on the
other hand, may: (a) extend the time for the performance of any of the
obligations of the other, (b) waive any inaccuracies in representations
and warranties by the other, (c) waive compliance by the other with any of
the obligations contained in this Agreement, or (d) waive the fulfillment
of any condition precedent to the performance under this Agreement of the
waiving party; provided that the consent of Pinnacle Corp. will not be required
for any such amendment or modification of this Agreement that does not directly
affect Pinnacle Corp.  Any such
amendment, or modification, extension or waiver will not be effective unless it
is in writing.  The waiver by a party of
any breach of any provision of this Agreement will not constitute or operate as
a waiver of any other breach of such provision or of any other provision, nor
will any failure to enforce any provision hereof operate as a waiver of such
provision or of any other provision of this Agreement.


 


-56-

















 


Section
15.5.    Governing Law; Consent to Jurisdiction; No Jury Trial. 
This Agreement and the rights and duties of the parties hereunder will
be governed by, and construed in accordance with, the Laws of the State of New
York.  Any legal action, suit or
proceeding arising out of or relating to this Agreement may be instituted in
any federal court in the Southern District of New York, or in any state court
in which venue would otherwise be proper located in the Southern District of
New York, and each party waives any objection which such party may now or
hereafter have to the laying of the venue of any such action, suit or
proceeding, and irrevocably submits to the jurisdiction of any such court.  Any and all service of process and any other
notice in any such action, suit or proceeding will be effective against any
party if given as provided herein. 
Nothing herein contained will be deemed to affect the right of any party
to serve process in any other manner permitted by Law or to commence legal
proceedings or otherwise proceed against any other party in any jurisdiction
other than New York.  THE PARTIES HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY
EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT.


Section
15.6.    Severability.  If any provision of this Agreement is
held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


Section
15.7.    Counterparts.  This
Agreement may be executed in any number of counterparts and any party may
execute any such counterpart, each of which when executed and delivered will be
deemed to be an original and all of which counterparts taken together will
constitute but one and the same instrument. 
This Agreement will become binding when one or more counterparts taken
together will have been executed and delivered (including by facsimile) by the
parties.  It will not be necessary in
making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts.


Section
15.8.    Entire Agreement.  This Agreement,
the Plan Fiduciary Agreement, the Second Tax Sharing Agreement and the IPO Tax
Sharing Agreement referred to herein or delivered pursuant to this Agreement,
constitute the entire agreement between the parties with respect to the
transactions contemplated herein and supersede all prior agreements and
understandings, oral or written, between the parties or otherwise with respect
to the subject matter hereof.


Section
15.9.    No Third-Party Rights. 
Nothing herein expressed or implied is intended or will be construed to
confer upon or give to any Person, other than the parties hereto and the Plans
and their permitted successors or assigns, any rights or remedies under or by
reason of this Agreement.


 


-57-

















 


Signed
as of the date set forth in the preamble:


	
  PINNACLE AIRLINES CORP.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis E. Sawyer

  	
   

  
	
  By:

  	
  Curtis
  E. Sawyer

  	
   

  
	
  Title:

  	
  Vice
  President and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael L. Miller

  	
   

  
	
  By:

  	
  Michael
  L. Miller

  	
   

  
	
  Title:

  	
  Vice
  President, Law and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  AON FIDUCIARY COUNSELORS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ellen A. Hennessy

  	
   

  
	
  By:

  	
  Ellen
  A. Hennessy

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael L. Miller

  	
   

  
	
  By:

  	
  Michael
  L. Miller

  	
   

  
	
  Title:

  	
  Vice
  President, Law and Secretary