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Exhibit 10.8    
  


 
  FORM OF
  REGISTRATION RIGHTS AGREEMENT    
  


        This Registration Rights Agreement (this "Agreement") is entered into as
of                        , 2002 between Pinnacle
Airlines Corp., a Delaware corporation (the "Company") and NWA Inc., a Delaware corporation
("NWA"). 


 
 

ARTICLE I
  DEFINITIONS    
  


        Section 1.1.    Definitions.    


        As
used in this Agreement, the following terms shall have the following meanings: 



        "Agreement" shall have the meaning set forth in the preamble to this Agreement. 


        "Common Stock" shall mean the common stock, par value $0.01 per share, of the Company. 


        "Company" shall mean Pinnacle Airlines Corp., a Delaware corporation. 


        "Demand Registration" shall have the meaning set forth in Section 2.1(a). 


        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Indemnified Party" shall have the meaning set forth in Section 4.3. 


        "Indemnifying Party" shall have the meaning set for the in Section 4.3. 


        "Inspectors" shall have the meaning set forth in Section 3.1(g). 



        "Person" shall mean an individual, partnership, corporation, business trust, joint stock company, limited liability company,
unincorporated association, joint venture or other entity of whatever nature. 


        "Piggyback Registration" shall mean have the meaning set forth in Section 2.2. 


        "Records" shall have the meaning set forth in Section 3.1(g). 


        "Registrable Security" shall mean any outstanding share of Common Stock held by NWA as of the date hereof, or acquired from the Company or
an affiliate of the Company, whether as the result of the purchase of Common Stock, the conversion of any convertible security or otherwise, and Common Stock or Common Stock issuable upon the
conversion of a convertible security which may be issued or distributed in respect thereof by way of a stock dividend or stock split or other distribution, recapitalization or reclassification, until
(i) a registration statement covering such Common Stock has been declared effective by the SEC and such share has been disposed of pursuant to such effective registration statement;
(ii) such share is sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or under
which it may be sold pursuant to Rule 144(k); or (iii) such shares may be resold, without regard to volume limitations, under Rule 144 (or any similar provisions then in force) of
the Securities Act. 


        "Registration Expenses" shall have the meaning set forth in Section 3.2. 


        "SEC" shall mean the Securities and Exchange Commission. 


        "Securities Act" shall mean the Securities Act of 1933, as amended. 



        "Underwriter" shall mean a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as
part of such dealer's market-making activities. 






 
 
 

ARTICLE II
  REGISTRATION RIGHTS    
  


        Section 2.1.    Demand Registrations.    



        (a)  At
any time and from time to time after the first underwritten public offering of shares of Common Stock by NWA, NWA may make a written request for registration under
the Securities Act of all or part of its Registrable Securities (a "Demand Registration"); provided that
such request specifies the number of shares of Registrable Securities proposed to be sold and the intended method of disposition thereof. 



        (b)  The
Company shall not be required to effect more than three Demand Registrations pursuant to this Section 2.1. 


        (c)  A
registration will not count as a Demand Registration until the registration statement has become effective under the Securities Act and shall have remained or been
effective for a period of 90 days in the aggregate or such lesser period as may be necessary to permit the sale of all Registrable Securities registered in connection with such Demand
Registration. 


        (d)  If
NWA so elects, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. NWA, in consultation
with the Company, shall select one or more nationally recognized firms of investment bankers to act as the book-managing, lead-managing and co-managing Underwriter
or Underwriters in connection with such offering and any additional investment bankers and managers to be used in connection with the offering. 


        (e)  If
at the time of any request to register Registrable Securities pursuant to Section 2.1, the Company is engaged, or has plans (which have been or are reasonably
expected to be approved by the Board of Directors within 30 days) to engage within 90 days of the time of the request in a registered public offering as to which NWA may include such
Registrable Securities pursuant to Section 2.2 hereof, or is engaged in any activity which, in the good faith determination of the Board of Directors, would be adversely affected by the
requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 180 days from the effective
date of such offering, or in the case of such other material activity, the lesser of (i) 180 days from the date of such request for registration or (ii) such time when the
registration would not adversely affect such activity of the Company, such right to delay a request to be exercised by the Company not more than once within any twelve-month period. 




        Section 2.2.    Piggyback Registration.    



        If
at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account and/or for the account
of its securityholders of any shares of Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by
the SEC) or (ii) a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing securityholers), then the Company shall give
written notice of such proposed filing to NWA as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer NWA the opportunity to
register such number of shares of Registrable Securities as NWA may request (which request shall specify the Registrable Securities intended to be delivered to the Company at least ten days prior to
the anticipated filing date) (a "Piggyback Registration"). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a
proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method of distribution thereof. NWA shall have the right to 



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withdraw its request for inclusion of Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The
Company may withdraw a Piggyback Registration at any time prior to 48 hours in advance of the time it becomes effective. 




        Section 2.3.    Reduction of Offering.    



        Notwithstanding
anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 determine that the offering that the
Stockholders, the Company and/or such other Persons intend to make is such that the success of the offering would be materially and adversely affected by inclusion of all of the Registrable Securities
requested to be included then the number of shares to be included in the offering shall be reduced by the amount indicated by the Underwriters, and the Company shall include in such registration the
then remaining shares to be
included in the offering, allocated as follows: (A) in the case of a Demand Registration (i) first, an amount of Registrable Securities requested to be included in such Demand
Registration by the Stockholder or Stockholders requesting such Demand Registration, any other Stockholders, if any, who request to be included in such Demand Registration, and the shares of Common
Stock of members of the Company's management who exercise piggyback registration rights in order to be included in such registration (such amount to be allocated among such Stockholders and management
holders in proportion to the number of Registrable Securities (or shares of Common Stock subject to piggyback registration rights, in the case of the management holders) held by them) and
(ii) second, the shares, if any, proposed to be registered by the Company for its own account or by any other holders of Common Stock (other than the management holders referred to in
clause (i) above) who have the right to include their shares of Common Stock in such registration; and (B) in the case of a Piggyback Registration, (i) first, the shares, if any,
proposed to be registered by the Company for its own account or for the account of any security holder exercising contractual demand registration rights and (ii) second, an amount of
Registrable Securities requested to be included in such registration pursuant to Section 2.2 by any Stockholder (such amount to be allocated among such Stockholders in proportion to the number
of Registrable Securities held by such Stockholders). 



 
 

ARTICLE III
  REGISTRATION PROCEDURES    
  


        Section 3.1.    Filings; Information.    



        Whenever
NWA has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration of such Registrable
Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request: 



        (a)  The
Company will as expeditiously as practicable prepare and file with the SEC a registration statement on any form for which the Company then qualifies or which counsel
for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution
thereof (it being understood that the Company shall use Form S-3 (or any substitute form that may be adopted by the SEC) if such form is then available to the Company), and use its
best efforts to cause such filed registration statement to become effective and thereafter to remain effective for a period of not less than 90 days unless all Registrable Securities are sold
in a lesser period. 


        (b)  The
Company will, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to NWA, its counsel and each Underwriter, if
any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, together with exhibits thereto, which documents will be 




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subject to review by the foregoing within five business days after delivery, and thereafter furnish to NWA, its counsel and each Underwriter, if any, such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as NWA, its counsel or the Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by NWA. 


        (c)  After
the filing of the registration statement, the Company will promptly notify NWA of any stop order issued or threatened by the SEC and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered. 



        (d)  The
Company will use its best efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in
the United States and such other jurisdictions as NWA reasonably (in light of NWA's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or
approved by such other governmental agencies or authorities in the United States as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable NWA to consummate the disposition of the Registrable Securities owned by it; provided that the
Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d),
(B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. 


        (e)  The
Company will immediately notify NWA, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an
event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will
promptly make available to NWA any such supplement or amendment. 


        (f)    The
Company will enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the intended plan of distribution of NWA. NWA may, at its option, require that any or all
of the representations, warranties and covenants of the Company or to or for the benefit of such Underwriters also be made to and for the benefit of NWA. 



        (g)  The
Company will deliver promptly to NWA and each Underwriter, if any, subject to restrictions imposed by the United States federal government or any agency or
instrumentality thereof, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the
registration statement and make available
for inspection by NWA, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by NWA or Underwriter
(collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the
"Records"), subject to restrictions imposed by any governmental authority governing access to classified information, as shall be reasonably necessary
to enable them to perform a reasonable and customary due diligence investigation, and cause the Company's officers, directors and employees to supply all information reasonably requested by any
Inspector in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are 




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confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or
(ii) the disclosure or release of such Records is requested or required pursuant to oral questions, interrogatories, requests for information or documents or a subpoena or other order from a
court of competent jurisdiction or other process; provided that prior to any disclosure or release pursuant to clause (ii), the Inspectors shall
provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive such Inspectors' obligation not to disclose such
Records; and provided, further, that if failing the entry of a protective order or the waiver by the
Company permitting the disclosure or release of such Records, the Inspectors, upon advice of counsel, are compelled to disclose such Records, the Inspectors may disclose that portion of the Records
which counsel has advised the Inspectors that the Inspectors are compelled to disclose. All Inspectors will be advised of these confidentiality obligations and agree to be bound by them. NWA and the
Underwriters shall be responsible for breaches by Inspectors acting on their behalf. NWA agrees that it will, upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 



        (h)  The
Company will furnish to NWA and to each Underwriter, if any, a signed counterpart, addressed to NWA or Underwriter, of (i) an opinion or opinions of counsel
to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered
by opinions or comfort letters, as the case may be, as NWA or the managing Underwriter, if any, therefor reasonably requests. 


        (i)    The
Company will use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably
practicable, an earning statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earning statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 


        (j)    In
connection with an underwritten offering, the Company will participate, at its own expense, to the extent reasonably requested by the managing Underwriter for the
offering or NWA, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in "road show" meetings with prospective investors) that would be
customary for primary offerings of equity securities by the Company. 


        (k)  The
Company will appoint a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of
such registration statement. 




        The
Company may require NWA to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time
reasonably request and such other information as may be legally required in connection with such registration. 



        NWA
agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Subsection (e) hereof, NWA will forthwith discontinue
disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until NWA's receipt of the copies of the supplemented or amended prospectus
contemplated by Subsection (e) hereof, and, if so directed by the Company, NWA will deliver to the Company, at the Company's expense, all copies, other than permanent file copies then in NWA's
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such 



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notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to
in Subsection (a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Subsection (e) hereof to the date when the Company shall
make available to NWA a prospectus supplemented or amended to conform with the requirements of Subsection (e) hereof. 




        Section 3.2.    Registration Expenses.    



        (a)  In
connection with any Demand Registration made pursuant to Section 2.1, NWA will pay the following registration expenses incurred in connection with the
registration hereunder (the "Registration Expenses"): (i) all registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses,
(iv) fees and expenses incurred in connection with the listing of the Registrable Securities, (v) reasonable fees and disbursements of one counsel for both the Company and NWA (which
counsel shall be chosen by the NWA and approved by the Company, which approval shall not be unreasonably withheld) and customary fees and expenses for independent certified public accountants retained
by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested
pursuant to Section 3.1(h) hereof) and (vi) reasonable fees and expenses of any special experts retained by the Company in connection with such registration. In connection with any such
Demand Registration made pursuant to Section 2.1, the Company will pay the Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties) incurred in connection with such registration. 


        (b)  The
Company will pay all expenses incurred in connection with any Piggyback Registration made pursuant to Section 2.2, other than fees and expenses of counsel for
NWA; 


        (c)  The
Company will have no obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities. 



 
 

ARTICLE IV
  INDEMNIFICATION AND CONTRIBUTION    
  


        Section 4.1.    Indemnification by the Company.    



        The
Company agrees to indemnify and hold harmless NWA, its officers, directors, employees and agents, and each person, if any, who controls NWA within the meaning of the Securities Act
from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to
purchases and sales of Common Stock) to which NWA or such, officer, director, employee or agent or controlling Person may become subject under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any registration statement,
prospectus or any preliminary prospectus or any amendment or supplement thereto relating to the Registrable Securities or (B) in any materials or information provided to investors by, or with
the approval of, the Company in connection with the marketing of the offering of the Securities ("Marketing Materials"), (ii) any omission or alleged omission to state in any registration
statement, prospectus or any preliminary prospectus or any amendment or supplement thereto relating to the Registrable Securities or in any Marketing Materials a material fact required to be stated
therein or necessary to make the statements therein not misleading or (iii) any act or failure to act, or any alleged act or failure to act by NWA in connection with, or relating in any manner
to, the Registrable Securities, and which is included as part of or referred to in any loss, claim, 



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damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above and shall reimburse NWA and each such officer, director, employee, agent and
controlling Person for any legal and other expenses reasonably incurred by that NWA or, officer, director, employee, agent or controlling Person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, except insofar as the same are contained in any information furnished in writing to the
Company by NWA expressly for use therein. In addition, the Company will not be liable under this Section 4.1 to the extent that any such loss, claim, damage, liability or action arises out of
or is based solely upon the failure of NWA to deliver copies of any prospectus or supplement or amendment thereto in the manner required by the Securities Act, and such copies were provided to NWA on
a timely basis. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person
who controls such Underwriters on substantially the same basis as that of the indemnification of NWA provided in this Section 4.1. 




        Section 4.2.    Indemnification by NWA.    



        NWA
agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning
of the Securities Act to the same extent as the indemnity from the Company to NWA pursuant to clauses (i) and (ii) of Section 4.1, but only with reference to information related
to NWA furnished in writing by it or on its behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, any amendment or supplement thereto, any
preliminary prospectus, or any Marketing Materials; provided that the obligation to indemnify it will be limited to the net amount of proceeds received
by NWA from the sale of Registrable Securities pursuant to such registration statement. NWA also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, subject to the proviso in
the first sentence of this Section 4.2. 




        Section 4.3.    Conduct of Indemnification Proceedings.    



        Promptly
after receipt by any Person in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2 (an "Indemnified
Party") of notice of any claim or the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against the person against whom such
indemnity may be sought (an "Indemnifying Party") notify the Indemnifying Party in writing of the claim or the commencement of such action provided that
the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to an Indemnified Party otherwise than under Section 4.1 or 4.2 and except to the extent
of any actual prejudice resulting therefrom. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall
be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel satisfactory to the
Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;  provided that the
Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party and its controlling Persons who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, but the fees and expenses of such counsel
shall be for the account of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties 



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by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Indemnifying Party's obligations shall be limited to reimbursement of the
reasonable fees and expenses of one firm of separate counsel for all Indemnified Parties, unless one
counsel for all Indemnified Parties is inappropriate because of conflicts of interest, in which case the Indemnifying Party's obligations shall be limited to reimbursement of the reasonable fees and
expenses of up to one firm of separate counsel for each Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any claim
or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding. 




        Section 4.4.    Contribution.    



        If
the indemnification provided for in Article IV is unavailable to the Indemnified Parties in respect of any losses, claims, damages, liabilities or expenses referred to herein,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall 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 the Underwriters shall reasonably request based on the net proceeds received by each Indemnifying Party as a result of a sale of Registrable Securities. 



 
 

ARTICLE V
  MISCELLANEOUS    
  


        Section 5.1.    Rule 144.    



        The
Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as NWA may
reasonably request, all to the extent reasonably required from time to time to enable NWA to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of NWA, the Company will deliver to NWA a written statement as to whether it has complied with such requirements. 




        Section 5.2.    Notices.    



        (a)  Notices
to the Company shall be sent to the Company at the following address (or at such other address or addresses as the Company shall have specified in writing to
NWA): 




Pinnacle
Airlines Corp.

1689 Nonconnah Blvd.

Suite 111

Memphis, Tennessee 38132

Attn: Curtis E. Sawyer, Vice President and Chief Financial Officer

Facsimile No.: (901) 348-4103 





        (b)  notices
to NWA shall be addressed to it at the following address: 




NWA Inc.

2700 Lone Oak Parkway

Eagan, Minnesota 55121

Attn: Michael L. Miller, Vice President and Law Secretary

Facsimile No.: (612) 726-7123 





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        (c)  copies
of all notices to the Company and to NWA shall be sent to the following address: 




Simpson
Thacher & Bartlett

425 Lexington Avenue

New York, New York 10017

Attn: Wilson S. Neely, Esq.

Facsimile No.: (212) 455-2502 






        Section 5.3.    Inspection.    



        So
long as this Agreement shall be in effect, this Agreement and any amendments hereto shall be made available for inspection by NWA at the principal offices of the Company. 




        Section 5.4.    Governing Law.    



        THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 




        Section 5.5.    Section Headings.    



        The
section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 




        Section 5.6.    Entire Agreement.    



        This
Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, written or oral, relating to
the subject matter hereof. 




        Section 5.7.    Severability.    



        Any
term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdictions, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. 




        Section 5.8.    Other Agreements.    



        Nothing
contained herein shall limit the ability of the Company or NWA from time to time to enter into separate agreements or arrangements relating to the Common Stock held by any
stockholder of the Company. 




        Section 5.9.    Counterparts.    



        This
Agreement may be signed in counterparts, each of which shall constitute an original and which together shall constitute one and the same agreement. 




        Section 5.10.    Termination Date.    



        This
Agreement shall no longer be binding or of further force or effect as to any of the parties hereto, as of the date NWA owns less than one percent of the outstanding Common Stock of
the Company, provided, however, that no such termination shall be effective if the Company is in breach of this Agreement. 



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        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above. 



	 	 	PINNACLE AIRLINES CORP.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

NWA INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:




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Exhibit 10.8


FORM OF REGISTRATION RIGHTS AGREEMENT

ARTICLE I DEFINITIONS

ARTICLE II REGISTRATION RIGHTS

ARTICLE III REGISTRATION PROCEDURES

ARTICLE IV INDEMNIFICATION AND CONTRIBUTION

ARTICLE V MISCELLANEOUS