**Exhibit 10.11**

**DELTA CONNECTION HOSTED PRORATE AGREEMENT**

ThisDelta Connection Hosted Prorate Agreement (the “Agreement”), dated as of March12th,2007, is entered into by and between Delta Air Lines, Inc., a corporationorganized under the laws of Delaware (“Delta”) and Big Sky Transportation Co.(d/b/a Big Sky Airlines), a corporation organized under the laws of Montana (“BigSky”).

WHEREAS,Delta and Big Sky wish to enter into this Agreement whereby Big Sky will carrythe “DL” code on the city pairs detailed in Annex B;

NOW,THEREFORE, in consideration of the mutual covenants and promises in thisAgreement, Delta and Big Sky hereby agree as follows:

1.             DEFINITIONS

1.1           Capitalized terms usedin this Agreement, unless the context otherwise requires or expressly provides,shall have the meanings set forth in Annex A attached hereto andincorporated herein by this reference.

1.2           Industryprocedures set forth in the ATA Resolution 5.65 (Interline Traffic Agreement -Passenger) for carriage solely within and between the United States and Canadaand any existing agreements between Delta and Big Sky relating to theinterlining of passengers and baggage shall apply to the provision of airtransport and the related transactions contemplated by this Agreement, except tothe extent inconsistent or in conflict with the terms of this Agreement.

2.             HOSTED PRORATESERVICE

2.1           Subject to the receiptof all required approvals from all applicable Competent Authorities, commencingon the date of completion of the implementation development described inSection 3 hereof (but no later than April 8, 2007) (the “Effective Date”) Deltashall place its two letter flight designator code (“DL”) on select flightsoperated by Big Sky (“Hosted Prorated Flights”) to/from Boston Logan InternationalAirport (“BOS”) as identified in Annex B and connecting (as determinedby standard CRS criteria and minimum connect times determined by the parties)to or from a Delta operated service.  Theparties shall mutually amend Annex B attached hereto and incorporatedherein by this reference from time to time during the term of this Agreement toadd and remove such flights as Hosted Prorate Flights covered by thisAgreement; provided, however, that Delta may remove the “DL” code from anyspecific Hosted Prorate Flight upon sixty (60) days prior written notice to BigSky.  Except as provided otherwise inthis Agreement, the parties acknowledge that the rights of Delta to remove the “DL”code specified in the immediately preceding sentences relates only to theremoval of the “DL” code from specific flights and is not intended to provideDelta with an

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opportunity toremove its code from all flights covered hereby.  The schedule planning of Hosted ProrateFlights shall be done in coordination with Delta.

2.2           Detailedprocedures mutually agreed upon by the parties for implementing this Agreementwill be set forth in a procedures manual to be prepared by the parties inconjunction with this Agreement (the “Procedures Manual”).  The Procedures Manual, including any amendmentsor supplements thereto agreed in writing between the parties from time to time,is incorporated by reference into and made a part of this Agreement; provided,however, that in the event of a conflict between a provision of this Agreementand any provision of the Procedures Manual, as amended and supplemented, theterms of this Agreement shall prevail.

2.3           In the event of anyflight delay or cancellation of a Hosted Prorate Flight (other than due toweather related causes) that requires a Codeshared Passenger to beinvoluntarily rerouted or denied boarding and denied boarding compensation ispaid to such passenger, Big Sky shall bear all associated costs arising out ofsuch involuntarily rerouting or denied boarding. If the delay or cancellation isdue to weather and Big Sky is unable to reroute passengers to their finaldestination, the passengers will be responsible for all ground costs andexpenses incurred by them, including, without limitation ground transportation,accommodations, and meals.  Big Sky shalldo all possible to assist with obtaining a hotel and possibly a special “distressed”rate for those passengers.

2.4           The Conditions ofCarriage of Delta (as may be modified from time to time) shall govern thetransportation of Codeshared Passengers on the Hosted Prorate FlightHostedProrate Flights, except that Big Sky’s operating rules and procedures shallapply to all Hosted Prorate Flights and Big Sky shall have supervisory controlover all passengers during any Hosted Prorate Flight it operates.

2.5           Big Sky shall provideall information which is reasonably requested by Delta for DL passengers withreservations on Big Sky operated routes, including, for each route, the totalnumber of DL passengers booked on each flight

2.6           Big Sky hasfinal authority and responsibility concerning the operation and safety of itsaircraft and passengers and maintains control of the aircraft and operations atall times.  .

2.7           Prior to theimplementation of the Hosted Prorate Flights and during the term of this Agreement,Delta shall have the right, at its own cost, to review and observe Big Sky’soperations of Hosted Prorate Flights and/or to conduct a reasonable safety,security and/or service audits of Big Sky’s operations, manuals and proceduresreasonably related to the Hosted Prorate Flight (the “Delta Reviews”) at suchintervals as Delta shall reasonably request. The Delta Reviews shall be coordinated with Big Sky so as to avoiddisruptions to Big Sky’s operations. Notwithstanding the foregoing, Delta does not undertake anyresponsibility or assume any liability for any aspect of Big Sky’s operationsnor shall Big Sky be entitled to assert any responsibility or assumption ofliability on the part of Delta for Big Sky’s safety, security, or operation ofthe Hosted Prorate Flights.

2.8           Big Sky intends toperform the Hosted Prorate Flights using Beechcraft 1900D aircraft and relatedequipment under its own technical and operational control.  Subcontracting

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of such servicesby Big Sky to a third party is not permitted without the prior written consentof Delta, and Delta is not obligated to agree to place its code onsubcontracted flights.  Theresponsibility and liability of Big Sky under the terms of this Agreement (includinginsurance and indemnity obligations) shall not be affected by any suchsubcontracting.

2.9           The Parties recognizethat operational safety is of paramount importance to the provision ofcodesharing under this Agreement.  In theevent that Delta has reasonable grounds to be concerned about safety issuesrelating to the operation of Hosted Prorate Flights, Delta shall have the rightimmediately to (a) suspend codesharing on Big Sky’s flights and (b)reaccommodate its passengers on Delta-operated flights or flights of other aircarriers.  If Delta reaccommodates itspassengers in accordance with this Section 2.9, Big Sky shall reimburse Deltafor all costs and expenses incurred by Delta in connection with all suchreaccomodations.

3.             IMPLEMENTATIONEXPENSES

3.1           Delta agreesto provide Big Sky, at no additional cost, computerized reservations systemservices with respect to the Hosted Prorate Flights.

3.2           Subject tosections 2.3, 2.4,  3.1, 7.1, 7.2 and 7.3(and all other sections of this Agreement where costs are specificallyallocated to either of the Parties), each party shall bear its own costs andexpenses of performance under this Agreement, including, without limitation,costs and expenses associated with the following unless otherwise agreed inwriting by the parties:

(a)           any wholly internalproprietary systems to support the automation of procedures and settlementrelating to the Hosted Prorate Flights (e.g., yield management, revenueaccounting, etc.), including routine maintenance thereof; and

(b)           roadside, exterior,check-in, concourse, gate and baggage service signage placed at airportsand city ticket offices in locations served by the Hosted Prorate Flights inorder to facilitate travel on the Hosted Prorate Flights (i.e., Delta will payfor Delta signage).

3.3           Each partyshall retain all right, title and interest in systems, software, signage,equipment and facilities funded by it. Ownership of jointly funded items shall be determined by the parties inadvance of each specific project.

4.             PRICING ANDINVENTORY CONTROL AND PROCEDURES

4.1           AllCodeshared Passengers will be ticketed using available inventory within Delta’sinternal inventory control and reservation systems.  Big Sky will retain sole and ultimate controlover the management of seat inventory availability on Hosted Prorate Flightswhich are operated by Big Sky; provided, however, Delta shall, until Big Skyrequests otherwise, manage for Big Sky the seat inventory availability,overbooking levels, and fare value levels by class for the Hosted ProrateFlights, based on Delta’s commercially reasonable judgment and existing marketconditions at the time.

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4.2           Allfares on inventory on the Hosted Prorate Flights shall be published as Deltafares.  Big Sky will retain sole andultimate control over pricing levels for local markets traveling on HostedProrate Flights only;  provided, however,Delta shall, until Big Sky requests otherwise, manage for Big Sky the localmarket fares based on Delta’s commercially reasonable judgment and existingmarketing conditions at the time.  Deltawill retain sole and ultimate control over fares that travel over HostedProrate Flights and connect to another Delta marketed flight.

4.3           Delta shallnormally be responsible for ticketing its own customers under thisAgreement.   However, in the event that timedoes not allow for ticketing through an agency ticket delivery service, then,Big Sky will, at Hub and feeder airports specified in Annex B, provideticketing on Delta ticket stock in conformance with the Procedures Manual.

5.             MARKETING ANDPRODUCT DISPLAY

5.1           The Hosted ProrateFlights will be marketed and promoted by Delta or Big Sky only under the “DL”flight designator code.  Each party shallensure that its respective advertising and promotions shall comply with allapplicable governmental laws, rules and regulations.  Delta and Big Sky shall comply with 14 C.F.R.Parts 257, 258, and 399.88 and any other applicable rules regarding thedisclosure and holding out of Hosted Prorate Flights provided for herein.

5.2           Each of Delta and BigSky may identify the Hosted Prorate Flights, to the extent permitted bygovernmental rules and regulations, in Airline Guides, timetables, CRSs andReservations Systems using Delta’s flight designator code.  Each party shall bear its own costs incurredfor the publication of Hosted Prorate Flights or connections to and from suchflights in Airline Guides, CRSs and Reservation Systems.

6.             TRAFFIC DOCUMENTISSUANCE AND SETTLEMENT

6.1           Passenger trafficdocuments for use on the Hosted Prorate Flights will be issued by either partyas “DL” only, or by third parties with whom Delta from time to time hasinterline traffic agreements.

6.2           All Hosted ProrateFlights will be hosted within Delta’s ticketing and operations systems and willonly be displayed and sold in external and internal distribution channels underDelta’s “DL” flight designator code.

6.3           All tickets on HostedProrate Flights shall be uplifted by Big Sky or representative of Big Sky andall tickets and/or ticketing information shall be sent to Delta in accordancewith the Procedure Manual.  Delta will beresponsible for all revenue accounting for the Hosted Prorate Flights and willsettle with Big Sky or the applicable third-party Ticketing Carrier, asapplicable, using the normal interline settlement process of the ACH.

6.4           Delta Tickets issued byDelta or Big Sky for all itineraries shall be settled in accordance with theBig Sky / Delta Bilateral Prorate Agreement of even date herewith and theSettlement Terms and Conditions set forth in Annex D attached hereto andincorporated

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herein.  Delta Tickets issued by parties other thanDelta or Big Sky shall, except for exceptional items provided for in Section6.4 below, be settled in accordance with any proration or similar agreementsthen in force between Delta and the Ticketing Carrier.

6.5           To support interlinebilling to third parties and involuntary rerouting of Delta Tickets by Big Sky,Delta will allow Big Sky to endorse “DL” international tickets on OAL ticketsonly in cities where Delta does not have representation, and when the reroutingis caused by irregular operations (e.g. misconnects, delayed or canceledflights).  In all other instances, normalendorsement procedures shall apply. Notwithstanding the foregoing, an endorsement shall not be required forinternational flights rerouted on other Delta or Delta codeshare flights.

7.             FACILITIES

7.1           The partiesacknowledge the importance of maintaining functional and accurate signsidentifying Big Sky and Delta, as appropriate, to facilitate passengerconvenience and to avoid confusion at airports served by the Hosted ProrateFlights.  The parties shall mutuallyagree on the placement, positioning and size of such signs, subject to theapproval of the relevant airport authority or other lessors.  Delta shall, at its sole cost and expense,arrange for all airport signage identifying Delta and the Hosted ProrateFlights.

7.2           Big Skyshall (to Delta’s reasonable satisfaction) provide or arrange for the followingservices, equipment and facilities at the Hub and Feeder Airports indicated onAnnex B at its own cost unless otherwise stated herein:

(1)           Securityscreening in accordance with FAA rules applicable to passengers connecting toDelta flights in a sterile concourse without further security screening at theHub.

(2)           Securityscreening at the Hub, when necessary, for onward movement on Big Sky.

(3)           All groundservices, equipment, personnel, and facilities, except for those specific itemsDelta agrees in writing to provide.

(4)           All requiredgovernment approvals, route authorities, licenses, and the like that may berequired by any local, state, or federal government entities or by foreigngovernments for service to / from the feeder airports.

7.3           Notwithstandingthe provisions of Section 7.2 above, Delta agrees to:

(1)           Provide Big Sky groundhandling services for Hosted Prorate Flights at BOS and any Delta-managedoutstation at preferred rates so as to cover Delta direct expenses only.

(2)           Allow Big Sky toutilize Delta rates (when permissible) for expense items such as fuelpurchasing.

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(3)           Share theimplementation costs equally with Big Sky on any station costs associatedwith starting a new Delta station upon the mutual agreement to add the newDelta station.

(4)           Not require Big Sky topaint the aircraft operating the Hosted Prorate Flights in Delta-brandedlivery, provided the chosen livery is a neutral livery reasonably satisfactoryto Delta.  If Big Sky chooses to paint such aircraft in Delta-brandedlivery, Big Sky shall be solely responsible for all expenses associatedtherewith.

8.             TRAINING

8.1           Except as otherwiseagreed, each party shall provide or arrange, at its own cost and expense, allinitial and recurring training of its personnel (and its travel agents) tofacilitate the Hosted Prorate Flights and operations at airports served by theHosted Prorate Flights, including reservations and ticket offices and otherpoints of contact between the parties and the public.  This training shall include passengerservice, reservations and sales activities and in-flight serviceinvolving the Hosted Prorate Flights, all as more fully described in theProcedures Manual.

8.2           The parties shall shareany training materials developed to support the Hosted Prorate Flights;provided that the copyright and all other proprietary rights to any materialsexchanged shall remain with the party who originally developed such materials.

9.             SECURITY

The parties shallcooperate in matters of security procedures, requirements and obligations atall airports served by the Hosted Prorate Flights in accordance with theProcedures Manual.  Big Sky reserves theright to apply at its sole expense the provisions of its own security programsto the carriage of all passengers, baggage and cargo on board the Hosted ProrateFlights.  Such provisions may include anythen applicable procedures used for the physical screening of passengers,baggage or cargo, interviewing of passengers and/or selective loading ofbaggage or cargo.

10.           AIRCRAFTMAINTENANCE

BigSky shall have sole responsibility for the maintenance of its leased and ownedaircraft and other equipment used in connection with the Hosted ProrateFlights.  Maintenance of such aircraftand equipment must, at a minimum, comply with the standards imposed by therelevant aeronautical authorities.

11.           {Reserved.}

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12.           FREQUENT FLYERS

12.1         Delta may award frequentflyer credits to Codeshared Passengers who are members of Delta’s frequentflyer program (“SkyMiles”).  SkyMilesmembers will have the right to redeem miles for program awards, includingawards for travel on Hosted Prorate Flights, in a manner consistent with theSkyMiles program.  Big Sky agrees tohonor all Delta frequent flyer (SkyMiles) award tickets booked for travel on aCodeshare Flight.  Delta shall not berequired to pay Big Sky any compensation in connection with such travel onSkyMiles award tickets.

12.2         Delta and Big Sky agreethat all SkyMiles award tickets will be allowed on Hosted Prorate FlightsHosted Prorate Flights.  Delta and BigSky agree to review this policy from time to time.

12.3         Delta agrees to provideflown award seat travel information as part of regular flown traffic andrevenue reports agreed upon to be provided to Big Sky for revenue accountingand revenue management purposes.

13.           TRADEMARKS ANDCORPORATE IDENTIFICATION

 13.1        Each of Delta and Big Sky acknowledges for allpurposes that any and all logos, trademarks, service marks and tradenames ofthe other, whether registered or not, are and shall at all times remain theexclusive property of the other and may not be used without the prior writtenconsent of such party, except as set forth herein.  Each of Delta and Big Sky furtheracknowledges that any goodwill or other rights which arise as a result of theuse by it of the other party’s marks as permitted under this Agreement shallaccrue solely to the benefit of the party or Affiliate of the party owning suchmarks, whether registered or not.  Shouldany right, title or interest in the logos, trademarks, service marks ortradenames of a party become vested in the other party, the latter party shallhold such right, title and interest in trust for the benefit of the formerparty and shall, at the request of the former party, promptly andunconditionally assign such right, title and interest to the former partywithout royalties or compensation of any kind.

13.2         Each of Delta and Big Skyhereby grants to the other, a non-exclusive, non-transferable,royalty-free license for the term of this Agreement to use theirrespective service marks (“Delta” and “Delta Connection” for Delta and “Big Sky”for Big Sky, each a “Licensed Trademark”), subject to the terms and conditionsset forth in this Section 13. This license is limited to the use of theLicensed Trademarks in connection with the advertising and promotion of theHosted Prorate Flights contemplated by this Agreement.

13.3         Each party agrees to usethe Licensed Trademarks only in a manner approved in advance and in writing bythe party owning or possessing the right to license such LicensedTrademarks.  Each Licensed Trademarkshall be marked with an ® or SM or other symbol, as appropriate, and referencea legend indicating that “Delta is a licensed service mark of Delta Air Lines,Inc.”, or “Big Sky is a service mark of Big Sky Transportation Co.”, as thecase may be, or similar words to that effect.

13.4         Each party agrees thatall advertising and promotional materials bearing the Licensed Trademarks inrelation to air transport services contemplated by this Agreement shall

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meet the qualityand presentation standards as set forth by the party owning the relevantLicensed Trademark.

13.5         Each party agrees thatall advertising, promotional and other materials bearing the other party’s nameor Licensed Trademark, shall be submitted for such other party’s prior reviewand approval before printing, publishing, or distributing any suchmaterial.  Each party’s LicensedTrademark must appear exactly as set forth in specifications provided by suchparty.  Once a party has approved aspecific type of advertisement (e.g., the use of Delta’s name or LicensedTrademark in Big Sky’s airline timetable) the other party may continue to usesuch party’s name or Licensed Trademark in the same format during the term ofthis Agreement.  At either party’sdirection, the other party shall cause the withholding, discontinuance, recallor cancellation, as appropriate, of any advertising or promotional material notapproved by such party that differs significantly from that approved by suchparty or that is put to a use or used in a media not approved by suchparty.  Each party reserves the right torefuse to participate in any advertising or promotional materials proposed bythe other party.

13.6         Each party has solediscretion to determine the acceptability of both the quality and presentationof advertising and promotional materials using its Licensed Trademark.

13.7         Each party is responsiblefor providing to its own authorized agents and airport locations the agreedpromotional materials bearing the Licensed Trademarks.

14.           REPRESENTATIONS ANDWARRANTIES

14.1         Each of Delta and Big Skyhereby represents and warrants to the other as follows:

(a)           It is a dulyincorporated and validly existing corporation, in good standing under the lawsof its jurisdiction of incorporation; is an air carrier duly authorized to actas such by the government of its country of incorporation; and has therequisite corporate power and authority to enter into and perform itsobligations under this Agreement.  Theexecution, delivery and performance of this Agreement by it have been dulyauthorized by all necessary corporate action. This Agreement has been duly executed and delivered by it, and, assumingdue authorization, execution and delivery by the other party hereto, thisAgreement constitutes its legal, valid and binding obligation, enforceableagainst it in accordance with its terms.

(b)           The execution, deliveryor performance by it of this Agreement, shall not: (i) contravene, conflictwith or cause a default under (A) any applicable law, rule or regulationbinding on it, or (B) any provision of its Charter, Certificate ofIncorporation, Bylaws or other documents of corporate governance; or (ii)contravene, or cause a breach or violation of, any agreement or instrument towhich it is a party or by which it is bound, except where such conflict,contravention or breach would not have a material adverse effect on it and itsAffiliates taken as a whole or on its ability to perform this Agreement.

(c)           The execution, deliveryand performance by it of this Agreement do not require the consent or approvalof, or the giving of notice to, the registration with, the recording or filingof any documents with, or the taking of any other action in respect of, anyCompetent Authority, any trustee or holder of any of its indebtedness orobligations, any stockholder or 

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any other personor entity, and except where failure to obtain or take such action would nothave a material adverse effect on it or a material adverse effect on thetransactions contemplated in this Agreement.

14.2         Each of the foregoingrepresentations and warranties shall survive the execution and delivery of thisAgreement.

15.           TERM

15.1         ThisAgreement will become effective as of the Agreement Date and will continue ineffect until the fifth anniversary of the Agreement Date (“Initial Term”)unless terminated earlier as elsewhere provided in this Agreement.  Thereafter; the term of this Agreement shallautomatically renew for successive terms of one (1) year (“Renewal Term(s)”).

15.2         ThisAgreement may also be terminated as follows:

(a)           at any time by mutualwritten consent of the parties hereto;

(b)           by either party if allrequired approvals by the relevant Competent Authorities are not receivedwithin 90 days of the date of the Agreement Date;

(c)           by the non-breachingparty upon the breach of a material term, agreement, covenant, representationor warranty of this Agreement (other than a breach of Section 6.3 or 6.4 ofthis Agreement or the failure to otherwise pay any sums due pursuant to thisAgreement), including a failure to comply with any material obligations andprocedures set forth in the Procedures Manual, provided that the non-breachingparty provides the breaching party at least thirty (30) days’ prior writtennotice describing the alleged breach with as much particularity as reasonablypracticable.  Termination under thisSection 15.2(c) shall not be effective if the breaching party, (i) correctssuch breach within twenty five (25) days following receipt of such notice; or(ii) if such breach cannot be corrected within such twenty five (25) dayperiod, take actions reasonably contemplated to correct such breach and whichdo correct such breach no later than sixty (60) days following receipt of suchnotice;

(d)           by the non-breachingparty upon the breach of Section 6.3 or 6.4 of this Agreement or the failure tootherwise pay any sums due to the non-breaching party pursuant to thisAgreement by the other party, after the non-breaching party provides thebreaching party at least fifteen (15) days’ prior written notice describing,with as much particularity as practical, the alleged breach and the breachingparty does not, within seven (7) days following receipt of such notice, correctsuch breach, or is in good faith disputing the amounts billed hereunder;

(e)           at any time with immediateeffect by either party upon written notice if after the Agreement Date theother party (i) makes an assignment for the benefit of creditors; (ii) suspendsthe payment of or admits in writing its inability to pay, or generally fails topay, its debts as they become due; (iii) has suspended (as declared by aclearing house) its transactions with banks and/or other financial institutionsor 

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proposes or commences a moratorium upon or extensionor composition of its debts; (iv) has issued against it any writ, execution,process or abstract of judgment the results of which would  have a material adverse effect on it andwhich is not dismissed, satisfied or stayed within sixty (60) days; (v) files apetition for bankruptcy, composition, corporate reorganization, corporateliquidation, or special liquidation proceedings; or (vi) ceases all or asubstantial part of its operations (other than due to Force Majeure, as definedin Section 19);

(f)            by either party, upon180 days written notice to the other party;

(g)           by Delta if any DeltaReview described in Section 2.7 is unsatisfactory;

(h)           by Delta, if either BigSky or its parent company, MAIR Holdings, Inc. (“MAIR”) agrees to merge into orwith any entity, agrees to be acquired by any entity, agrees to sell substantiallyall of its assets or enters into a letter of intent, or similar document, tomerge into or with any entity, to be acquired by any entity, or to sellsubstantially all of its assets (each such event, a “Merger”);

(i)            by Delta, upon theacquisition by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (as amended, the “ExchangeAct”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of more than forty nine percent (49%) ofeither (a) the then outstanding shares of common stock of Big Sky or MAIR, or(b) the combined voting power of the then outstanding voting securities of BigSky or MAIR entitled to vote generally in the election of such entity’sdirectors or managers, as applicable (each such event, a “Change of Control”);

(j)            by Delta if Big Sky’slevel of safety with respect to its operation of its aircraft or the HostedProrate Flights is not reasonably satisfactory to Delta;

(k)           by Delta if Big Sky’sFAA or DOT Certification is for any reason suspended or revoked or otherwisenot in full force and effect so as to permit Big Sky to operate  the Hosted Prorate Flights required underthis Agreement;

(l)            by Delta if Big Skyshall commence operating an aircraft type which causes Delta to be in violationof its collective bargaining agreement with its pilots; and

(m)          by Delta if Big Skyfails to maintain a controllable completion rate of ninety-five percent (95%)with respect to the Hosted Prorate Flights during any three (3) months duringany consecutive six (6) month period. For purposes of this Agreement, any cancellation of any Hosted ProrateFlights due to either an extended force majeure event or an FAA-ordered cancellationresulting from category 1 restrictions shall be excluded from the determinationof Big Sky’s completion rate of the Hosted Prorate Flights.

15.3         In the event thisAgreement is terminated by Delta pursuant to Section 15.2, Big Sky shallcooperate with Delta in accommodating passengers with reservations or ticketsfor travel on Big Sky flights under Delta’s “DL” designator code as follows:

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(a)           If, prior to the dateof the termination of this Agreement (the “Termination Date”), Delta publishesa flight schedule in CRSs with competing nonstop or connecting service in oneor more city pair routes operated by Big Sky pursuant to this Agreement (a “DLOperated Route”), then Big Sky shall cooperate with Delta in transferring allpassenger reservations from Hosted Prorate Flights to Delta on such DL OperatedRoutes (and the corresponding tickets of such passengers).  Big Sky shall provide all such records inaccordance with specifications and procedures established by Delta, subject toBig Sky’s approval which approval shall not be unreasonably withheld.  Delta and Big Sky shall cooperate to ensurethat such transfer occurs with a minimum of disruption and inconvenience to the“DL” passengers.  Delta will notify suchpassengers of the rerouting on Delta, and Big Sky shall not contact such DLpassengers.  For all such DL reservationstransferred to Delta, Delta shall not be responsible for any payment to Big Skyfor seats reserved for such passengers on the Big Sky operated flights.

(b)           If, on the TerminationDate, Delta does not publish a schedule in CRSs with competing nonstop orconnecting service in one or more city pair routes operated by Big Sky pursuantto this Agreement (an “Big Sky Operated Route”), then, at Delta’s request, BigSky shall cooperate with Delta in accommodating such “DL” passengers identifiedby Delta on Big Sky operated flights (including both “DL” passengers withreservations and tickets for travel on Big Sky Operated Routes) on or after theTermination Date until such time that the DL ticketed passengers have usedtheir tickets (or have obtained a refund for the purchase price of suchtickets).  Delta shall be responsible forpayment to Big Sky for seats reserved for such passengers on Big Sky OperatedFlights following the Termination Date.

16.           INDEMNIFICATION

16.1         Big Sky shall indemnify,defend, and hold harmless Delta and its Affiliates and their respectivedirectors, officers, employees and agents (individually, a “Delta IndemnifiedParty”) from and against any and all Damages arising out of, caused by, oroccurring in connection with (or alleged to arise out of, be caused by, or beoccurring in connection with):

(a)           the death of or injuryto persons, or delay or loss of or damage to property (including aircraft,baggage or cargo) occurring while such persons or property are under thecontrol or in the custody of, or being transported by, Big Sky (including, forthe avoidance of doubt, Damages arising out of the death of or injury toCodeshared Passengers traveling on Delta Tickets that implement limits orconditions of liability or jurisdictional rules with respect to passengerclaims that differ from those of Big Sky), except to the extent caused by thenegligence of a Delta Indemnified Party;

(b)           negligent acts oromissions of a Big Sky Indemnified Party, which are in any way related toservices contemplated by this Agreement;

(c)           Big Sky’s breach of anyof its representations or warranties set forth in Section 14 of this Agreement;or

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(d)           infringement of a thirdparty’s intellectual property or similar rights by Big Sky’s advertisements,logos, trademarks, service marks or tradenames.

16.2         Subject to theindemnities provided in Section 16.1, Delta shall indemnify, defend, and holdharmless Big Sky and its Affiliates and their respective directors, officers,employees, and agents (individually, an “Big Sky Indemnified Party”) from andagainst any and all Damages (except as provided in Section 16.2(c)) arising outof, caused by, or occurring in connection with (or alleged to arise out of, becaused by, or occurring in connection with):

(a)           the death of or injuryto persons, or delay or loss of or damage to property (including aircraft,baggage or cargo) occurring while such persons or property are under thecontrol or in the custody of, or being transported by, Big Sky, to the extentcaused by the negligence of a Delta Indemnified Party;

(b)           negligent acts oromissions of a Delta Indemnified Party that are in any way related to servicescontemplated under this Agreement;

(c)           passenger claims basedon Delta’s failure to properly issue and complete transportation documentationin accordance with the provisions of the standard IATA or other applicableticketing procedures, including, without limitation, the failure to put aproper notice of the limits of liability under the Warsaw Convention, asamended, on such documentation (it being understood that in ticketingCodeshared Passengers, Delta is entitled to apply the limits of liabilityprovided for in its own Conditions of Carriage); provided, however, that Deltashall only be liable under this Section 16.2(c) for that portion of Damagesthat are in excess of the Damages against which Big Sky would have beenrequired to indemnify Delta under Section 16.1(a) if Delta had properlycomplied with all IATA ticketing procedures;

(d)           Delta’sbreach of its representations or warranties set forth in Section 14 ofthis Agreement; or

(e)           infringementof a third party’s intellectual property or similar rights by Delta’sadvertisements logos, trademarks, service marks or tradenames.

16.3         A party (the “IndemnifiedParty”) that believes it is entitled to indemnification from the other party(the “Indemnifying Party”) pursuant to the terms of this Agreement with respectto a third party claim shall provide the Indemnifying Party with written notice(an “Indemnification Notice”) of such claim (provided, however, that thefailure to give such notice shall not relieve the Indemnifying Party of itsobligations hereunder except to the extent that such failure is materiallyprejudicial to the Indemnifying Party), and the Indemnifying Party shall beentitled, at its own cost and expense and by its own legal advisors, to controlthe defense of or to settle any such third-party claim.  The Indemnifying Party shall have the rightto elect to settle any such claim for monetary damages only, subject to theconsent of the Indemnified Party; provided, however, if the Indemnified Partyfails to give such consent to a settlement that has been agreed upon by theIndemnifying Party and the claimant in question within twenty (20) days ofbeing requested to do so, the Indemnified Party shall assume the defense ofsuch claim or demand and regardless of the outcome of such matter, theIndemnifying Party’s liability hereunder shall be limited to the amount of anysuch proposed settlement.  If theIndemnifying Party fails to take any action against the third-party claim that 

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is the subject ofan Indemnification Notice within thirty (30) days of receiving suchIndemnification Notice, or otherwise contests its obligation to indemnify theIndemnified Party in connection therewith, the Indemnified Party may, uponproviding prior written notice to, but without the further consent of, theIndemnifying Party settle or defend against such third-party claim for theaccount, and at the expense, of the Indemnifying Party.  Except as set forth in this Section 16.3, theIndemnified Party shall not enter into any settlement or other compromise orconsent to a judgment with respect to a third party claim to which theIndemnifying Party has an indemnity obligation without the prior writtenconsent of the Indemnifying Party.

16.4         EachIndemnified Party shall have the right, but not the duty, to participate in thedefense of any claim with attorneys of its own choosing and at its own cost,without relieving the Indemnifying Party of any obligations hereunder.  In addition, even if the Indemnifying Partyassumes the defense of a claim, the Indemnified Party shall have the right toassume control of the defense of any claim from the Indemnifying Party at anytime, and to elect to settle or defend against such claim; provided, however,the Indemnifying Party shall have no indemnification obligations with respectto such claim except for the costs and expenses of the Indemnified Party (otherthan attorneys’ fees incurred in participating in the defense of such claim)incurred prior to the assumption of the defense of the claim by the IndemnifiedParty.

16.5         Each party further agreesto indemnify, defend and hold harmless the other from and against any and allTaxes (as defined in Section 18) and related assessments, as the case may be,levied upon or advanced by the Indemnified Party, but that ultimately theIndemnifying Party would be responsible for paying, which resulted from anytransaction or activity contemplated by this Agreement.

16.6         The rights andobligations of the parties under this Section 16 shall survive the terminationor expiration of this Agreement.

17.           INSURANCE

17.1         Big Sky shall procure andmaintain for the benefit of Delta during the term of this Agreement withinsurance carriers of known financial responsibility, insurance of the type andin the amounts listed below:

(a)           Airline Legal Liabilityin respect of all operations, including but not limited to aircraft (owned andnon-owned) liability (including risks, hijacking and allied perils), passengerand crew baggage and personal effects, funeral and repatriation expenses(including crew), all expenses arising out of the Family Assistance Act (UnitedStates) and/or similar regulations applying elsewhere in the world, cargo,mail, hangarkeepers, comprehensive general liability, or its equivalentincluding premises, products, completed operations, liquor law liability, andcontractual liability.  This insurancemust be primary without right of contribution from any insurance carried byDelta to the extent of the indemnity specified in Section 16.1, and shall (i)name Delta and the Delta Indemnified Parties as additional insureds to theextent of the protections afforded Delta under the indemnity specified inSection 16.1, (ii) contain a severability of interest clause and a breach ofwarranty clause in favor of Delta, (iii) specifically insure Big Sky’sindemnification obligations under this Agreement to the full extent of thecoverage

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provided by Big Sky’s policy or policies, and (iv)contain a provision stating that Big Sky’s policy or policies are automaticallyamended to comply with the laws and regulations of any local, federal, or othergovernmental authority having jurisdiction over aircraft operated by Big Sky.

(b)           Big Sky shall maintaina limit of liability of not less than USD $500,000,000 per any one occurrencefor each aircraft, including bodily injury, personal injury, property damage,passenger (including Codeshared Passengers and other revenue and non-revenuepassengers) legal liability combined, over all coverages and in the aggregateas applicable, but personal injury limited to USD $25,000,000 except withrespect to passengers (including Codeshared Passengers and other revenue andnon-revenue passengers).

(c)           Hull all riskinsurance, including war risk, and such policy shall include a waiver ofsubrogation in favor of Delta to the extent of the indemnity specified inSection 16.1.

(d)           Worker’s compensationand employer’s liability insurance, or such other similar or equivalentinsurance carried outside of the United States, in accordance with statutorylimits.

17.2         Big Sky shall provideDelta with certificates of insurance evidencing such coverage no less thanthirty (30) days prior to the commencement of the first Hosted Prorate Flight,and thereafter within ten (10) Business Days of the date of any renewal of suchcoverage.  The certificates must indicatethat the above coverage shall not be canceled or materially altered withoutthirty (30) days’ advance written notice to Delta and that Delta shall benotified of any expiration or renewal of such coverage.  The notice period in respect of war andallied perils coverage shall be seven (7) days or such lesser period as is ormay be available in accordance with policy conditions.

18.           TAXES

18.1         Each party shall beresponsible for any net or gross income or franchise taxes (or taxes of asimilar nature) on the revenues or income or any measure thereof which isattributable to it in connection with the sale of air transportation pursuantto this Agreement.  Each party shall beresponsible for and pay such taxes on the portion of such revenues or incomeattributable to it.

18.2         The party that is theTicketing Carrier shall collect, except as otherwise prohibited by law, allTicket Taxes relating to tickets sold or travel documents issued by it withrespect to air transportation pursuant to this Agreement.  The parties hereby agree as follows:

(a)           The Ticketing Carriershall collect, report and remit to the taxing authorities any non-interlineableTicket Taxes levied in connection with sales of the Hosted Prorate Flights.

(b)           The Ticketing Carriershall collect, report and credit to the account of Big Sky with ACH andinterlineable Ticket Taxes levied in connection with the sales of the 

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Hosted Prorate Flights.  Big Sky shall remit to the applicable taxauthorities all such interlineable Ticket Taxes.

18.3         If the Ticketing Carrieris a third party, the parties shall use commercially reasonable efforts tocause such third party to implement the foregoing provisions.

19            FORCE MAJEURE

Exceptwith respect to the performance of payment obligations under this Agreement,neither party shall be liable for delays in or failure to perform under thisAgreement to the extent that such delay or failure (an “Excusable Delay”) (a)is caused by any act of God, war, natural disaster, strike, lockout, labordispute, work stoppage, fire, serious accident, epidemic or quarantinerestriction, act of government or any other cause, whether similar ordissimilar, beyond the control of that party; and (b) is not the result of thatparty’s lack of reasonable diligence.  Ifan Excusable Delay continues for twenty (20) consecutive days or any thirty(30) days out of any forty-five (45) day period, the non-delayedparty shall have the right, at its option, to terminate this Agreement bygiving the delayed party at least thirty (30) days’ prior written notice.

20.           GOVERNING LAW

20.1         This Agreement shall inall respects be governed by and construed in accordance with the laws of theState of Georgia (without regard to its conflict of laws principles thereof)including all matters of construction, validity and performance.

20.2         Each of theparties irrevocably submits to the non-exclusive jurisdiction of theUnited States District Court for the Northern District of Georgia, and of anyGeorgia State Court in Atlanta, Georgia for purposes of any legal proceedingsarising out of or relating to this Agreement or any transactions contemplatedhereby or thereby.  Each party, to thefullest extent it may do so under applicable law, irrevocably waives and agreesnot to assert, by way of motion, as a defense or otherwise, any claim that itis not subject to the jurisdiction of any such court, any objection that it maynow or hereafter have to the laying of the venue of any such suit, action orproceeding brought in any such court and any claim that such suit, action orproceeding has been brought in an inconvenient forum.

21.           COVENANT TO COMPLYWITH ALL LAWS

21.1         In performing itsobligations under this Agreement, each party shall, at its own cost andexpense, materially comply with, and have all licenses under, all applicablefederal, state, provincial and local laws of the United States, including rulesand regulations promulgated by the U.S. National Transportation Safety Board,U.S. Department of Transportation, U.S. Federal Aviation Administration, andthe U.S. Department of Defense.

21.2         If either party hasnotice that a provision of this Agreement is contrary to any applicable laws orgovernmental regulations, that party shall immediately notify the other partyin writing, such notice to include a description of the perceived violation ofregulation and 

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supporting writtenmaterials that facilitate the other party’s investigation of such perceivedviolation.

22.           PUBLICITY

Exceptas required by applicable law, neither party may issue any written publicrelease concerning this Agreement without the prior written consent of theother party (which consent shall not be unreasonably withheld or delayed).

23.           CONFIDENTIALITY

23.1         Except as otherwiseprovided below, each party shall ensure that its directors, officers,employees, Affiliates and professional advisors (collectively, the “Representatives”),at all times, maintain strict confidence and secrecy in respect of allConfidential Information of the other party (including its Affiliates) receiveddirectly or indirectly as a result of this Agreement.  If a party (the “Disclosing Party”) isrequested to disclose any Confidential Information of other party (the “AffectedParty”) under the terms of a subpoena or order issued by a court orgovernmental body, it shall (a) notify the Affected Party immediately of theexistence, terms and circumstances surrounding such request, (b) consult withthe Affected Party on the advisability of taking legally available steps toresist or narrow such request and (c) if any disclosure of ConfidentialInformation is required to prevent the Disclosing Party from being held incontempt or subject to other legal penalty, furnish only such portion of theConfidential Information as it is legally compelled to disclose and usecommercially reasonable efforts (at the cost of the party whose ConfidentialInformation is being protected) to obtain an order or other reliable assurancethat confidential treatment shall be accorded to the disclosed ConfidentialInformation.  Each party agrees totransmit Confidential Information only to such of its Representatives asrequired for the purpose of implementing and administering this Agreement, andshall inform such Representatives of the confidential nature of theConfidential Information and instruct such Representatives to treat suchConfidential Information in a manner consistent with this Section 23.1.

23.2         Within ninety (90) daysafter the termination of this Agreement, each of Delta and Big Sky shall,either deliver to the other party or destroy all copies of the other party’sConfidential Information in its possession or the possession of any of itsRepresentatives (including, without limitation, any reports, memoranda or othermaterials prepared by such party or at its direction) and purge all copiesencoded or stored on magnetic or other electronic media or processors, unlessand only to the extent that the Confidential Information is necessary for thecontinued administration and operation of such party’s programs or isreasonably necessary in connection with the resolution of any dispute betweenthe parties.

23.3         Each party acknowledgesand agrees that in the event of any breach of this Section 23; the AffectedParty shall be irreparably and immediately harmed and could not be made wholeby monetary damages.  Accordingly, it isagreed that, in addition to any other remedy at law or in equity, the AffectedParty shall be entitled to an injunction or injunctions (without the posting ofany bond and without proof of actual damages) to prevent breaches or threatenedbreaches of this Section 23 and/or to compel specific performance of thisSection 23.

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23.4         The confidentialobligations of the parties under this Section 23 shall survive the terminationor expiration of this Agreement.

24.           ASSIGNMENT

Noneof the parties may assign or otherwise convey or transfer any of its rightsunder this Agreement, or delegate or subcontract any of its duties hereunder,without the prior written consent of the other party; provided however, thateither party may use Affiliates to fulfill backroom administrative andtechnical functions under this Agreement*.*

25.           SEVERABILITY

Ifany provision of this Agreement is or becomes illegal, invalid or unenforceableunder the law of any jurisdiction, such provision shall be severed from thisAgreement from the jurisdiction in question and shall not affect the legality,validity or enforceability of the remaining provisions of this Agreement northe legality, validity or the enforceability of such provision under the law ofany other jurisdiction; unless, in the reasonable opinion of eitherparty, any such severance affects the commercial basis of this Agreement, inwhich case the party shall so inform the other party and the parties shallnegotiate to agree upon modification of this Agreement so as to maintain thebalance of the commercial interests of the parties.  If, however, such negotiations are notsuccessfully concluded within ninety (90) days from the date a party hasinformed the other that the commercial basis has been affected, either partymay terminate this Agreement by giving at least thirty (30) days’ prior writtennotice to the other party.

26.           EXCLUSIVITY

Unless otherwise agreed in advance by Delta, noHosted Prorate Flight shall carry the flight designator code of any air carrierother than Delta, including the flight designator code of Big Sky.

27.           RELATIONSHIP OFPARTIES

Therelationship between Big Sky and Delta shall be that of independent contractors.  Each of Big Sky and Delta shall not have andshall not represent to any other person that it has, any power, right orauthority to bind the other, or to assume, or create, any obligation orresponsibility, express or implied, on behalf of the other, except as expresslyrequired by this Agreement or as otherwise permitted in writing.  Nothing in this Agreement shall be construedto create between Big Sky and Delta and/or their respective Representatives anypartnership, joint venture, employment relationship, franchise or agency.

28.           FURTHER ASSURANCES

Eachparty shall perform such further acts and execute and deliver such furtherinstruments and documents at such party’s costs and expense as may be requiredby 

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applicable laws,rules or regulations or as may be reasonably requested by the other to carryout and effectuate the purposes of this Agreement.

29.           MISCELLANEOUS

29.1         This Agreement containsthe entire agreement between the parties relating to its subject matter, andsupersedes any prior understandings or agreements between the parties regardingthe same subject matter.  This Agreementmay not be amended or modified except in writing signed by a duly authorizedrepresentative of each party.

29.2         Unless otherwiseexpressly required in this Agreement, all notices, reports, invoices and othercommunications required or permitted to be given to or made upon a party tothis Agreement shall be given in accordance with the procedures set forth inthe Procedures Manual.

29.3         All rights, remedies andobligations of the parties hereto shall accrue and apply solely to the partieshereto and their permitted successors and assigns; there is no intent tobenefit any third parties, including the creditors of either party.

29.4         This Agreement may beexecuted and delivered by the parties in separate counterparts, each of whichwhen so executed and delivered shall be an original, but all of which takentogether shall constitute one and the same instrument.

29.5         No failure to exerciseand no delay in exercising, on the part of any party, any right, remedy, poweror privilege hereunder, shall operate as a waiver thereof; nor shall any singleor partial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof of the exercise of any other right,remedy, power or privilege.  The rights,remedies, powers and privileges herein provided are cumulative and notexclusive of any rights, remedies, powers and privileges provided by law.  The failure of any party to insist upon astrict performance of any of the terms or provisions of this Agreement, or toexercise any option, right or remedy herein contained, shall not be construedas a waiver or as a relinquishment for the future of such term, provision,option, right or remedy, but the same shall continue and remain in full forceand effect.  No waiver by any party ofany term or provision of this Agreement shall be deemed to have been madeunless expressed in writing and signed by such party.

29.6         This Agreement is the productof negotiations between Delta and Big Sky, and shall be construed as if jointlyprepared and drafted by them, and no provision hereof shall be construed for oragainst any party by reason of ambiguity in language, rules of constructionagainst the drafting party, or similar doctrine.

29.7         Neither party shall beliable for any exemplary, punitive, special or consequential damages, includinglost revenues, lost profits or lost prospective economic advantage, arisingfrom any performance or failure to perform under this Agreement, even if suchparty knows or should have known of the possibility thereof, and each partyhereby releases and waives any claims against the other party regarding suchdamages. FOR THE AVOIDANCE OF DOUBT THE PARTIES AGREE THE FOREGOING SHALL NOTLIMIT A PARTY’S OBLIGATION TO 

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INDEMNIFY THEOTHER IN ACCORDANCE WITH SECTION 16FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY ATHIRD PARTY.

29.8         Unless otherwiseexpressly set forth in this Agreement, all notices, reports, invoices and othercommunications required hereunder to be given to or made upon any party shallbe in writing, shall be addressed as provided below and shall be considered asproperly given and received:  (i) whendelivered, if delivered in person (and a signed acknowledgment of receipt isobtained); (ii) one (1) Business Day after dispatch, if dispatched by arecognized express delivery service which provides signed acknowledgments ofreceipt within one (1) Business Day after dispatch; (iii) three (3) BusinessDays after deposit in the U. S. mail, if sent by certified or registered firstclass mail, postage prepaid, return receipt requested; or (iv) if transmittedby facsimile, upon completion of transmission and upon confirmation by the sender(by a telephone call to a representative of the recipient or by machineconfirmation) that the transmission was received.  For the purposes of notice, the addresses ofthe parties shall be as set forth below; provided, however, that either partyshall have the right to change its address for notice to any other location bygiving at least three (3) Business Days prior written notice to the other partyin the manner set forth above.

- Addresses OnNext Page -

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| If to Delta Air Lines, Inc.: | Delta Air Lines, Inc.           |
|------------------------------|---------------------------------|
|                         | 1030 Delta  Boulevard, Dpt. 941 |
|                         | Atlanta, Georgia  30320         |
|                         | Attention:                      | EVP – Network Planning |
|                         | Phone:                          | 404-715-1601 |
|                         | Facsimile:                      | 404-773-2087 |
|                         |                            |   |
|                         | With a copy to:                 | Delta Air Lines, Inc. |
|                         |                            | 1030 Delta  Boulevard, Dpt. 986 |
|                         |                            | Atlanta, Georgia  30320 |
|                         |                            | Attention: | EVP and General Counsel |
|                         |                            | Phone: | 404-715-6558 |
|                         |                            | Facsimile: | 404-715-2233 |
|                         |                            |   |   |
|                         | If to Big Sky:                  | Big Sky Airlines |
|                         |                            | 1601 Aviation Place |
|                         |                            | Billings, Montana 59106 |
|                         |                            | Attention: | President |
|                         |                            | Phone: | 406-247-3931 |
|                         |                            | Facsimile: | 406-247-3972 |
|                         |                            |   |   |
|                         | With a copy to:                 |   |   |
|                         |                            | MAIR, Holdings, Inc. |
|                         |                            | 150 South Fifth Street |
|                         |                            | Suite 1360 |
|                         |                            | Minneapolis, Minnesota 55402 |
|                         |                            | Attention: | General Counsel |
|                         |                            | Phone: | 612-333-0021 |
|                         |                            | Facsimile: | 612-333-0590 |
|                              |                                 |  |  |  |

 

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INWITNESS WHEREOF, the duly authorized representatives of the parties haveexecuted this Agreement as of the date first indicated above.
| BIG SKY TRANSPORTATION CO. | DELTA AIR LINES, INC. |   |
|----------------------------|-----------------------|--------|
|                       |                  |   |
|                       |                  |   |
| By:                        | /s/ Fred deLeeuw      |   | By: | /s/ David Bishko |   |
|                       |                  |   |
| Name:                      | Fred deLeeuw          |   | Name: |   David Bishko |   |
|                       |                  |   |
| Title:                     | President             |   | Title: | Director - Alliances |   |
|                            |                       |        |  |  |  |  |  |  |  |  |  |

 

Attachments:

Annex A  - Definitions

Annex B  -  CityPairs

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## **ANNEX A**

## **DEFINITIONS**

“**ACH**”means Airlines Clearing House, Inc., a clearing house which administers andimplements revenue settlement between carriers by reference to ACH’s Manual ofProcedure.

“**Affiliate**”means, with respect to any person or entity, any other person or entitydirectly or indirectly controlling, controlled by, or under common controlwith, such person or entity.  Forpurposes of this definition, “**control**”(including “**controlled by**” and “**under common control with**”) means the power, directly orindirectly, to direct or cause the direction of the management and policies ofsuch person or entity, whether through the ownership of voting securities, bycontract or otherwise.

“**AirlineGuides**” means the printed and electronic data versions of the “**Official Airline Guide**” and the “**ABC WorldAirlines Guide**,” and their respective successors.

“**ATA**”means the Air Transport Association.

“**Business Day**”means any day other than a Saturday, Sunday or other day on which bankinginstitutions in New York, New York are required by law, regulation or executiveorder to be closed.

“**HostedProrate Flight**” means a Big Sky segment sold only as “DL*”.

“**CodesharedPassenger**” means a passenger traveling on a Delta Ticket.

“**CompetentAuthority**” means any national, federal, state, county, local ormunicipal government body, bureau, commission, board, board of arbitration,instrumentality, authority, agency, court, department, inspectorate, minister,ministry, official or public or statutory person (whether autonomous or not) havingjurisdiction over this Agreement or either of the Parties.

“**Conditionsof Carriage**” means those tariffs and rules of carriage of a partythat govern the transport of passengers traveling on tickets showing such party’stwo letter flight designator code in the carrier code box of the flight coupon.

“**ConfidentialInformation**” means (a) all confidential or proprietary informationof a party, including, without limitation, trade secrets, informationconcerning past, present and future research, development, business activitiesand affairs, finances, properties, methods of operation, processes and systems,customer lists, customer information (such as passenger name record or “**PNR**” data) and computer procedures and access codes; and (b)the terms and conditions of this Agreement and any reports, invoices or othercommunications between the parties given in connection with the negotiation orperformance of this Agreement; and (c) excludes (i) information already in aparty’s possession prior 

ANNEX B-1

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to its disclosure by other party; (ii) informationobtained from a third person or entity that is not prohibited from transmittingsuch information to the receiving party as a result of a contractual, legal orfiduciary obligation to the party whose information is being disclosed; (iii)information that is or becomes generally available to the public, other than asa result of disclosure by a party in violation of this Agreement; or (iv)information that has been or is independently acquired or developed by a party,or its Affiliate, without violating any of its obligations under thisAgreement.

“**CRS**”means a computerized reservations system owned or operated by any entity,including either party to this Agreement, that contains information aboutcommercial airline schedules, fares, cargo rates, passenger and cargo tariffrules and flight availability that is made available to travel agents, cargoagents and other non-airline entities to facilitate their ability to makereservations and issue tickets and air waybills.

“**Damages**” meansall claims, suits, causes of action, penalties, liabilities, judgments, fines,losses and expenses of any nature or kind whatsoever (including, for theavoidance of doubt, internal expenses of the indemnified party, such asemployee salaries and the costs of cooperating in the investigation,preparation or defense of claims) under the laws of any jurisdiction (whetherarising in tort, contract, under the Warsaw Convention and related instrument,or otherwise), including reasonable costs and expenses of investigating,preparing or defending any claim, suit, action or proceeding (including postjudgment and appellate proceedings or proceedings that are incidental to thesuccessful establishment of a right of indemnification), such as reasonable attorneys’fees and fees for expert witnesses, consultants and litigation supportservices.

“**Delta Ticket**”means a ticket issued by Delta, Big Sky or a third party for travel on a HostedProrate Flight showing the DL flight designator code in the carrier code box ofthe flight coupon.

“**IATA**”means the International Air Transport Association.

“**LiftedRevenue**” means the revenue prorate associated with a lifted couponfrom a Revenue Passenger ticket.

“**ProceduresManual**” means a detailed procedures manual prepared by the partiesfor implementing the transactions contemplated by this Agreement.

“**PseudoPassenger**” means the difference between the official SOFRS RevenuePassenger counts and the number of Lifted Revenue passenger coupons, at aflight level.

“**Pseudo Revenue**”means the revenue determined in accordance with Delta’s pseudo valuationderivation.

“**ReservationsSystem**” means the internal computerized airline passenger or cargoreservations system used by the personnel of an airline that containsinformation 

ANNEX B-2

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about flight schedules, fares, cargo rates, passengerand cargo tariff rules and seat availability of that airline and othercarriers, and provides the ability to make reservations and issue tickets orair waybills.

“**RevenuePassenger**” means a passenger flying on a fare paid ticket or a zerovalue award ticket, excluding non revenue employee travel.

“**SOFRS**”means the Statistical On-Line Flight Reporting System used by Delta forofficial passenger counts and capacity flight statistics.

“**SpecialProrate Agreement**” means that Special Prorate Agreement of even dateherewith by and between Delta and Big Sky in the form and substance attachedhereto as Annex C.

“**TicketingCarrier**” means a carrier whose traffic documents are used to issue aticket.

“**US$**”or “**$**” means lawful currency of the UnitedStates of America.

ANNEX B-3

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## **ANNEX B**

## **HOSTED PRORATE CITYPAIRS**

| ROUTES  | ** ** | **IMPLEMENTATION DATE *** |
|---------|------------|---------------------------|
| BOS-YFC |       | June 7th, 2007            |
| BOS-YQB |       | June 7th, 2007            |
| BOS-BGR |       | April 8th, 2007           |
| BOS-ALB |       | April 8th, 2007           |
| BOS-ART |       | April 8th 2007            |
| ART-MSS |       | April 8th, 2007           |
| MSS-OGS |       | April 8th, 2007           |
| OGS-ART |       | April 8th, 2007           |
| ART-ALB |       | April 8th, 2007           |
| BOS-BTV |       | August 1st, 2007          |
| BOS-HPN |       | May 1st, 2007             |
| BOS-ISP |       | August 1st, 2007          |
| BOS-ABE |       | July 1st, 2007            |

 

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*the initial Hosted Prorate Flights shall commence no later than April 8, 2007,and all Hosted Prorate Flights shall be in operation no later than August 15th,2007.

ANNEX B-1

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