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                                                                    EXHIBIT 10.5

                             FORM OF PROMISSORY NOTE

                               Due March 31, 2007

                                                                Eagan, Minnesota
$150,000,000                                                        ______, 2002


                  FOR VALUE RECEIVED, PINNACLE AIRLINES CORP., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of NWA Inc., a
Delaware corporation ("NWA"), or its assignees on March 31, 2007 the principal
sum of One Hundred Fifty Million Dollars ($150,000,000), together with interest
on the outstanding principal amount hereof at a rate of 4.5% per annum
calculated on the basis of a year comprised of twelve 30-day months and 360
days, payable on each March 31, June 30, September 30 and December 31 and at
maturity (whether by required prepayment, acceleration, declaration or
otherwise) and thereafter on demand. Any portion of the principal amount hereof
which is not paid at maturity (as aforesaid) shall thereafter bear interest at a
rate of 6.5% per annum until paid.

                  The Borrower shall make prepayments of the outstanding
principal amount hereof in the amount of $5,000,000 each on the last business
day of each March, June, September and December, commencing June 2002 and
continuing through December 2006.

                  In addition, the Borrower (a) shall make prepayments of the
outstanding principal amount hereof on the last business day of each month,
commencing March 2002 and continuing through February 2007, in an amount equal
in the case of each such prepayment to the excess of all cash and cash
equivalent investments of the Borrower and its subsidiaries on the date of such
prepayment (after giving effect to any prepayment required on such date pursuant
to the immediately preceding paragraph) over $40,000,000 and (b) may make
voluntary prepayments of the principal amount hereof on any business day in an
integral multiple of $100,000. All such prepayments shall be applied against the
final principal payment hereof due on March 31, 2007 and thereafter against all
prepayments required pursuant to the immediately preceding paragraph of this
Note in the inverse order of the maturity thereof.

                  Both principal and interest are payable in lawful money of the
United States of America in immediately available funds to such account of NWA
as NWA may notify to Borrower from time to time, free and clear of, and without
deduction for or on account of, any and all present and future taxes, levies,
imposts, deductions, charges, withholdings and all liabilities with respect
thereto. Whenever any payment to be made hereunder shall otherwise be due on a
day which is not a business day (i.e., a day on which banks are not required or
authorized to close in Minneapolis, Minnesota), such
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payment shall be made on the next succeeding such business day and such
extension of time shall be included in computing interest in connection with
such payment.

                  This Note is the "Note" referred to in, and is issued by the
Borrower under, that certain Exchange Agreement, dated as of ________, 2002,
between the Borrower and NWA. Upon the occurrence and during the continuance of
any event entitling Northwest Airlines, Inc., a Minnesota corporation
("Northwest"), to terminate that certain Airline Services Agreement, dated as of
January 1, 2002 (the "Airline Services Agreement"), among the Borrower, Pinnacle
Airlines, Inc., a Georgia corporation formerly known as Express Airlines I, Inc.
("Pinnacle"), and Northwest, pursuant to Article X thereof, the principal of and
accrued interest on this Note may be declared by NWA to be immediately due and
payable.

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

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

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

                                      PINNACLE AIRLINES CORP.

                                      By:________________________________
                                      Name: _____________________________
                                      Title: ____________________________