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Execution Copy
 CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE
SYMBOL [***] HAS BEEN INSERTED IN PLACE OF THE PORTIONS
SO
OMITTED.
 AMENDED AND RESTATED
 AIRLINE SERVICES AGREEMENT
 by and among
 PINNACLE AIRLINES CORP.,
 PINNACLE AIRLINES, INC.
 and
 NORTHWEST AIRLINES, INC.
 Dated December 15, 2006
 Effective as of January 1, 2007




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Execution Copy
 TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.01       Definitions
    
    
    1ARTICLE II PROVISION OF REGIONAL AIRLINE SERVICES
    
    
    11Section 2.01       Operation of Scheduled Flights
    
    
    11Section 2.02       Use of Designator, NW Identification and Related Matters
    
    
    11Section 2.03       Use of Other Designators
    
    
    11Section 2.04       Personnel and Dispatch Control
    
    
    11Section 2.05       Inventory Management
    
    
    11Section 2.06       Passenger Fares
    
    
    12Section 2.07       DOT Certification
    
    
    12Section 2.08       Compliance With Governmental Regulations
    
    
    12Section 2.09       Quality of Service
    
    
    12Section 2.10       Service Standards
    
    
    12Section 2.11       Service Recovery
    
    
    14Section 2.12       Annual Operating Plan
    
    
    15Section 2.13       Inflight Food, Beverages and Supplies
    
    
    15Section 2.14       Exclusivity Arrangements
    
    
    16Section 2.15       Other Operations
    
    
    16ARTICLE III EQUIPMENT
    
    
    16Section 3.01       Use of the Equipment
    
    
    16Section 3.02       Fleet Size and Related Matters
    
    
    17Section 3.03       Lease of the Equipment
    
    
    19Section 3.04       Terms of the Leases
    
    
    19Section 3.05       Manufacturer Benefits Agreement
    
    
    20Section 3.06       Equipment Maintenance, Servicing and Cleaning
    
    
    20Section 3.07       Third Party Guarantees and Warranties
    
    
    20Section 3.08       Related Transfer Arrangements
    
    
    21Section 3.09       Equipment Financing Coordination
    
    
    21Section 3.10       Spare Parts Inventory; Application of Credits
    
    
    22ARTICLE IV ANCILLARY ARRANGEMENTS
    
    
    22Section 4.01       Coordination with Pinnacle
    
    
    22Section 4.02       Ground Handling
    
    
    22Section 4.03       Facilities
    
    
    24Section 4.04       Data Communications
    
    
    26Section 4.05       Security
    
    
    26




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Execution Copy
 PageSection 4.06       Reservation Services
    
    
    27Section 4.07       Ticketing Services and Ticketing Procedures
    
    
    27Section 4.08       Baggage Handling Services
    
    
    28Section 4.09       Air Cargo Handling Services
    
    
    28Section 4.10       Use of COMAT
    
    
    29Section 4.11       Slots and Route Authorities
    
    
    30Section 4.12       Emergency Response and Family Assistance
    
    
    30ARTICLE V REVENUES, PAYMENTS AND SETOFF
    
    
    30Section 5.01       Revenues
    
    
    30Section 5.02       Payments to Pinnacle
    
    
    30Section 5.03       Block Hour and Cycle Rates; IOP Program Adjustment
    
    
    31Section 5.04       Fixed Costs
    
    
    33Section 5.05       Fuel
    
    
    33Section 5.06       Direct Expenses
    
    
    35Section 5.07       Billing
    
    
    37Section 5.08       Monthly Margin Calculation and Payment
    
    
    37Section 5.09       Annual Margin Adjustment Payment
    
    
    37Section 5.10       Rate Adjustments
    
    
    39Section 5.11       Reserved
    
    
    40Section 5.12       Revised Annual Margin Adjustment Payment
    
    
    40Section 5.13       Scheduled Flight Refund
    
    
    42Section 5.14       Performance Goals and Penalties
    
    
    43Section 5.15       Pinnacle Change of Control
    
    
    45Section 5.16       Credit Card Chargebacks
    
    
    45Section 5.17       Returned Checks
    
    
    46Section 5.18       Share Purchase
    
    
    45ARTICLE
VI REPORTING OBLIGATIONS, AUDITING, INSPECTIONS AND CONFIDENTIALITY/PUBLICITY
    
    
    47Section 6.01       Reporting Obligations
    
    
    47Section 6.02       Audits
    
    
    47Section 6.03       Inspections
    
    
    48Section 6.04       Confidentiality/Publicity
    
    
    48ARTICLE VII NORTHWEST IDENTIFICATION
    
    
    48Section 7.01       Identification License
    
    
    48Section 7.02       Designator License
    
    
    49Section 7.03       New Identifications
    
    
    49Section 7.04       Use of Identification
    
    
    49Section 7.05       Quality Control
    
    
    49Section 7.06       Reservation of Rights
    
    
    49Section 7.07       Ownership
    
    
    49Section 7.08       Termination
    
    
    50




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Execution Copy
 PageSection 7.09       Bankruptcy
    
    
    50ARTICLE VIII TAXES AND FEES
    
    
    50Section 8.01       Taxes and Fees
    
    
    50Section 8.02       Ticket Taxes and Fees
    
    
    50Section 8.03       Property Tax, Fuel Tax, and Sales and Use Tax Compliance
    
    
    51Section 8.04       Refunds of Tax
    
    
    52ARTICLE IX LIABILITY, INDEMNIFICATION AND INSURANCE
    
    
    52Section 9.01       Independent Contractor
    
    
    52Section 9.02       Indemnification
    
    
    53Section 9.03       Insurance
    
    
    54ARTICLE X TERM AND TERMINATION
    
    
    56Section 10.01       Term
    
    
    56Section 10.02       Termination by Either Party
    
    
    56Section 10.03       Termination by Northwest
    
    
    57ARTICLE XI MISCELLANEOUS
    
    
    58Section 11.01       Limitation on Performance
    
    
    58Section 11.02       Mutual Cooperation
    
    
    58Section 11.03       Representations and Warranties
    
    
    58Section 11.04       Assignment
    
    
    58Section 11.05       Governing Law
    
    
    58Section 11.06       Interline and Other Agreements
    
    
    58Section 11.07       Notices
    
    
    58Section 11.08       Parties
    
    
    59Section 11.09       Counterparts
    
    
    59Section 11.10       Severability
    
    
    59Section 11.11       Captions, Section Headings and Table of Contents
    
    
    60Section 11.12       Availability of Equitable Remedies; Procedures
    
    
    60Section 11.13       Exhibits
    
    
    60Section 11.14       Integration and Entire Agreement
    
    
    60Section 11.15       Relationship of Parties
    
    
    61Section 11.16       Amended and Restated 2003 ASA
    
    
    61




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Execution Copy
 EXHIBITS
 Exhibit A-1
    
    Aircraft Lease FormExhibit A-2
    
    Engine Lease FormExhibit B
    
    Hub City Facility ChargesExhibit C
    
    Predicted Employee Bonuses and IncentivesExhibit D
    
    Parity Pay AgreementExhibit E
    
    Pass Travel PrivilegesExhibit F
    
    CRJ Fuel Burn (Penalty) FormulasExhibit G
    
    Share Purchase Agreement




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Execution Copy
 AMENDED AND RESTATED
 AIRLINE SERVICES AGREEMENT
 THIS AMENDED AND RESTATED AIRLINE SERVICES AGREEMENT st
 WITNESSETH:
 WHEREAS,
 WHEREAS
 WHEREAS
 WHEREAS,
 NOW, THEREFORE,
 ARTICLE I
 DEFINITIONS
 Section 1.01 Definitions




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Execution Copy
   ACARS 
  Affiliate 
  Air Cargo 
  Air Cargo Handling Services  Section 4.09
  Aircraft  Section 3.02(a)(i) Section
3.02(a)(i)
  Aircraft Rental Expense 
  Airlink Carrier 
  Airline Assets 
  Annual Operating Plan  Section
2.12
  Available CRJ Day or ACD 
 2




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Execution Copy
 st
  Available CRJ Days Report  Section 5.02(a)
  Baggage Handling Services  Section 4.08
  Bankruptcy Court  Section
3.02(a)(ii)(E)
  Base Block Hour Rate  Section
5.03
  Base Cycle Rate  Section
5.03
  Basic Rent 
  Beneficial Ownership 
  Block Hour 
  Block Hour Payment  Section 5.02(b)
  Block Hour Rate  Section
5.03
  Block Hour Report  Section 5.02(a)
  Bombardier Agreement 
  Capital Stock 
  Charter Flights 
 3




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Execution Copy
   COMAT 
  Contracted Service Cities 
  CPPI 
  CPPIB 
  CRJ Deliveries Report  Section 5.02(a)
  Cycle 
  Cycle Payment  Section
5.02(b)
  Cycle Rate  Section 5.03
  Cycle Report  Section
5.02(a)
  Data Communication Equipment  Section 4.04
  Default  Section 10.02 Section 10.03
 4




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Execution Copy
  Designator 
  Direct Costs 
  DOT 
  DOT Certification 
  Effective Date  Section 10.01
  Equipment 
  Equipment Rental Expense 
  FAA 
  Facility Leases  Section
4.03(g)
  Fixed Cost Payment  Section 5.02(b)
  Fleet Value 
  Fuel Burn Penalty Payment  Section 5.05(e)
  Fuel Price  Section 5.05(b)
  GAAP 
  GE Agreements 
 5




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Execution Copy
  Governmental Regulations 
  Ground Handling Functions  Section 4.02
  Holding Company 
  Hub Cities 
  Identification 
  Initial Effective Date  Section 10.01
  IOP Payment 
  IOP Program Incident 
  Lease  Section 3.03 Section 3.03
  Maintenance Facilities  Section
4.03(c)
  Maintenance Program 
  Major Carrier 
 6




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Execution Copy
  Margin  Sections 5.12
  Margin Adjustment Payment  5.09 5.12
  Margin Payment  Sections 5.08 5.11
  Mesaba 
  Non-Scheduled Flights 
  Northwest Schedule Period 
  Northwest Service Cities 
  Northwest Tickets  Section
4.07(a)
  NW Identification 
  Option Term  Section 10.02 Section
10.03 Section 10.01
  Performance Criteria  Section
5.14(a)
  Performance Period 
  Person 
  Pinnacle Affected Company 
 7




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Execution Copy
   Pinnacle Change of Control 
       Pinnacle Identification 
  Pinnacle Service Cities 
  PPI 
  QECs 
  Regional Airline Services 
  Renewal Term  Section 10.01
 8




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Execution Copy
  Revenue Passenger 
  Revenue Threshold 
  Scheduled Flights 
  Section 5.05 Report 
  Section 5.06 Report 
  Service Cities 
  Spare Engine Rental Expense 
  Spare Engines  Section 3.02
  Subsidiary 
  Support Agreements  Section
3.08
  Termination Date 
 9




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Execution Copy
  Ticket Taxes and Fees 
  Ticketing Services  Section 4.07
  Total Operating Cost 
  Total Operating Income 
  Total Operating Revenue  Section 5.02 Section 5.14
  Traffic Referral  Section 4.07(e)
  Traffic Manifest  4.09(a)
  Transaction Documents 
  Voting Power 
  2003 ASA 
 10




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Execution Copy
 ARTICLE II
 PROVISION OF REGIONAL AIRLINE SERVICES
 Section 2.01 Operation of Scheduled Flights
 Section 2.02 Use of Designator, NW Identification and Related Matters
 Section 2.03 Use of Other Designators
 Section 2.04 Personnel and Dispatch Control
 Section 2.05 Inventory Management
 11




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Execution Copy
  Section 2.06 Passenger Fares
 Section 2.07 DOT Certification
 Section 2.08 Compliance With Governmental Regulations
 Section 2.09 Quality of Service
 Section 2.10 Service Standards Section 2.09
 Minimum Completion Factor
 12




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Execution Copy
  Minimum On-Time Reliability
 Mishandled Luggage Factor
 Customer Complaints Factor
 13




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Execution Copy
 Vendor Performance
 Section 2.11 Service Recovery
 Passenger Amenities Section 5.07
 14




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Execution Copy
  Destination by other Means
 Section 2.12 Annual Operating Plan Section 3.02 Section 2.12 Section 2.12 Section
3.02(a)(ii) Section 3.02 (a)(iii)
 Section 2.13 Inflight Food, Beverages and Supplies
 15




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Execution Copy
 Section 5.03
 Section 2.14 Exclusivity Arrangements
 Section 2.15 Other Operations Section
2.14 Section 6.01(b) Section 6.02(a)
 ARTICLE III
 EQUIPMENT
 Section 3.01 Use of the Equipment
 16




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Execution Copy
 Section 3.02 Fleet Size and Related Matters
 Determination of Fleet Size
 Equipment Additions
 Equipment Removal Rights
  th
  17




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Execution Copy
      18




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Execution Copy
  Additional Equipment Removal Rights
 Unscheduled Aircraft
 Spare Engine Requirements
 Section 3.03 Lease of the Equipment
 Section 3.04 Terms of the Leases
   19




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Execution Copy
    Section 3.05 Manufacturer Benefits Agreement
 Section 3.06 Equipment Maintenance, Servicing and Cleaning Section 4.02
 Section 3.07 Third Party Guarantees and Warranties
 20




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Execution Copy
  Section 3.08 Related Transfer Arrangements
 Section 3.09 Equipment Financing Coordination
  21




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Execution Copy
 Section 3.10 Spare Parts Inventory; Application of Credits
 ARTICLE IV
 ANCILLARY ARRANGEMENTS
 Section 4.01 Coordination with Pinnacle
 Schedules and Timetables
 Travel Privileges
 Weather Information
 Information Systems
 Section 4.02 Ground Handling
 22




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Execution Copy
 Passenger and Ramp Handling
  23




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Execution Copy
  Section 4.03 Facilities
 Hub Cities
 Service Cities Section 4.02
 Maintenance Facilities
 24




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Execution Copy
 Sections 5.06 5.07 Sections 5.06 5.07
 Landing Fees
 Signage
 Related Transfer Arrangements
 25




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Execution Copy
  Facilities Lease Option
 Section 4.04 Data Communications
 Section 4.05 Security
 26




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Execution Copy
  Section 4.06 Reservation Services
 Section 4.07 Ticketing Services and Ticketing Procedures
 Ticketing Services Section 4.07(a) Section 9.01
 Booking and Ticketing Procedures Section 8.02
 Frequent Flyer Program
 27




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Execution Copy
  Supplies
 Ticketing Costs Section 5.02
 Section 4.08 Baggage Handling Services
    Section 4.09 Air Cargo Handling Services
  28




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Execution Copy
 Section 8.02 Section 4.09(b) Section 9.01
     Section 4.10 Use of COMAT
 29




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Execution Copy
 Section 4.11 Slots and Route Authorities
 Section 4.12 Emergency Response and Family Assistance
 ARTICLE V
 REVENUES, PAYMENTS AND SETOFF
 Section 5.01 Revenues
 Section 5.02 Payments to Pinnacle
 Reports Section
5.03(b)
 Day of Month Report Due
    
    Period Covered by Report22
    
    1st  15th of Month7
    
    Complete Previous Month
  Day of Month Report Due
    
    Period Covered by Report7
    
    Complete Previous Month
 Payment Schedule
 30




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Execution Copy
 Section
5.05
 Section 5.05 Section 5.06
 Section 5.02
      Section 5.08 Section 5.11
 th
 Section 5.03 Block Hour and Cycle Rates; IOP Program Adjustment
 31




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Execution Copy
 Block Hour Rate
 Base Block HourRatePeriod
    
    CRJ-200/440Initial Effective Date  12/31/03
    
    
    [***]01/01/04 - 12/31/04
    
    
    [***]01/01/05 - 12/31/05
    
    
    [***]
 Cycle Rate
 Base Cycle Rates - - CRJ 200/400Initial EffectiveDate 12/31/03
    
    01/01/04-12/31/04
    
    01/01/05-12/31/05DTW
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]MSP
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]MEM
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]NW Cities
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]CS Cities
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]PS Cities
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    IOP Program Incident Adjustment
    32




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Execution Copy
   
  Section
5.03(b)
 Section 5.04 Fixed Costs
        Section 5.05 Fuel
 Fuel Administration
 Fuel Payment
 33




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Execution Copy
   Pinnacle Reporting Procedures
 Fuel Burn Review Procedures  CRJ
       34




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Execution Copy
 Section 5.07.
 Section 5.06 Direct Expenses th Section
5.02(b) th
    35




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Execution Copy
      Section 4.03 (c)
      36




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Execution Copy
  Section 5.07 Billing Section 5.02 Section 5.02(b) Section 5.02(b) Section 5.02(b)
 Section 5.08 Monthly Margin Calculation and Payment
 Sections 5.03 5.04 5.06
 Section 5.09 Annual Margin Adjustment Payment Section
5.09(a) Section 5.09(b)
 Calculation of the Total Operating Cost and the Margin
 Section 5.05, Section 5.13 Section 5.14
   37




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Execution Copy
 Section 5.14
  Section 5.05(d)
        Annual Margin Adjustment Payment
 Period:
    
    Revision Date - 2005
    
    2006
    
    2007Ceiling:
    
    
    11
    %
    
    
    12
    %
    
    
    10
    %Floor:
    
    
    9
    %
    
    
    8
    %
    
    
    6
    %
 38




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Execution Copy
      Section 5.09(a)
      Section 5.09(a)
 Section 5.09 (b)
 Audit of Total Operating Cost and the Margin Section 5.07
 Section 5.10 Rate Adjustments
 One Time Adjustment Factor
 39




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Execution Copy
     Inflation Adjustment
 Fixed Cost Payment Adjustment
 Reserved
 Sections 5.02 5.06
  Section 5.11 Reserved.
 Section 5.12 Revised Annual Margin Adjustment Payment Section 5.12(a) Section 5.12(b)
 Calculation of the Total Operating Cost and the Margin
 40




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Execution Copy
  Section 5.05 Section 5.13 Section 5.14
  Section 5.14
  Section 5.05(d)
     Section
5.13
  41




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Execution Copy
  Annual Adjustment to Margin Payment
     Section 5.12 (a)
 Section 5.12(a)
     Section
5.12 (a)
 Section 5.12(a)
 Section 5.12(b)
 Audit of Total Operating Cost and the Margin Section 5.07
 Section 5.13 Non-Scheduled Flight Refund.
 42




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Execution Copy
 Section 5.02
 Refund Calculation
  Section 5.14 Performance Levels and Penalties .
 Section 5.14(a) Section 5.02(b)
 Section 2.10 (a)
 AdditionalPenalty
    
    
    Penalty
    
    
    NeutralPerformance Level
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Penalty per enplaned revenue
passenger
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 43




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Execution Copy
 Section 2.10(b)
  AdditionalPenalty
    
    
    Penalty
    
    
    NeutralPerformance Level
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Penalty per enplaned revenue
passenger
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
  AdditionalPenalty
    
    Penalty
    
    NeutralPerformance Level
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Penalty per enplaned revenue
passenger
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
  Section 2.10 (c)
 AdditionalPenalty
    
    Penalty
    
    NeutralPerformance Level (incidents
per [***] enplaned revenue
passengers)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Penalty per enplaned revenue
passenger
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Section 2.10 (d)
 AdditionalPenalty
    
    Penalty
    
    NeutralPerformance Level (incidents
per [***] enplaned revenue
passengers)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Penalty per enplaned revenue
passenger
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
  Reconciliation of Performance Standards
 44




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Execution Copy
 Section 5.07
 Additional Performance Criteria
 Section 5.15 Pinnacle Change of Control Sections 5.08 5.09 5.12
 Section 5.16 Credit Card Chargebacks
  45




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Execution Copy
     Section 5.17 Returned Checks
 Section 5.07
    Section 5.18 Share Purchase
  46




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Execution Copy
 ARTICLE VI
 REPORTING OBLIGATIONS,  AUDITING, INSPECTIONS AND CONFIDENTIALITY/PUBLICITY
 Section 6.01 Reporting Obligations
 Section 2.11
   Section 6.02 Audits
  47




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Execution Copy
   Section 6.03 Inspections
 Section 6.04 Confidentiality/Publicity
 ARTICLE VII
 NORTHWEST IDENTIFICATION
 Section 7.01 Identification License
 48




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Execution Copy
 Section 7.02 Designator License
 Section 7.03 New Identifications
 Section 7.04 Use of Identification
 Section 7.05 Quality Control Sections 2.02 4.03(f) 4.07(d) 4.09(e)
 Section 7.06 Reservation of Rights
 Section 7.07 Ownership
 49




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Execution Copy
  Section 7.08 Termination Sections 7.01 7.02 Sections 7.07 7.08
 Section 7.09 Bankruptcy
 ARTICLE VIII
 TAXES AND FEES
 Section 8.01 Taxes and Fees
  Section 8.01(a)
 Section 8.02 Ticket Taxes and Fees
  50




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Execution Copy
 Section 8.02(b)
 Section 8.03 Property Tax, Fuel Tax, and Sales and Use Tax Compliance .
    51




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Execution Copy
   Section 8.04 Refunds of Tax .
 ARTICLE IX
 LIABILITY, INDEMNIFICATION AND INSURANCE
 Section 9.01 Independent Contractor
 Section 5.01 Section 5.01
 52




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Execution Copy
   Section 9.02 Indemnification
  Section 4.02
 53




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Execution Copy
   Section 9.03 Insurance
      54




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Execution Copy
 Section
9.03(a)
          55




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Execution Copy
 ARTICLE X
 TERM AND TERMINATION
 Section 10.01 Term
 Section 10.02 Termination by Either Party
  Section 10.03
  56




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Execution Copy
 Section 10.03 Termination by Northwest Section 10.02(b)
   Section 9.03
 Section 6.03
       57




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Execution Copy
 ARTICLE XI
 MISCELLANEOUS
 Section 11.01 Limitation on Performance
   Section 11.02 Mutual Cooperation
 Section 11.03 Representations and Warranties
 Section 11.04 Assignment
 Section 11.05 Governing Law
 Section 11.06 Interline and Other Agreements
 Section 11.07 Notices
 58




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Execution Copy
 If to Northwest:
    
    Northwest Airlines, Inc.Department A61002700 Lone Oak ParkwayEagan, Minnesota 55121[***][***]With copies to:
    
    Northwest Airlines, Inc.Department A11802700 Lone Oak ParkwayEagan, Minnesota 55121[***][***]Northwest Airlines, Inc.Department A60302700 Lone Oak ParkwayEagan, Minnesota 55121[***][***]If to Pinnacle :
    
    Pinnacle Airlines, Inc.1689 Nonconnah ParkwaySuit 111Memphis, Tennessee 38132[***][***]
  Section 11.08 Parties
 Section 11.09 Counterparts
 Section 11.10 Severability
 59




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Execution Copy
 Section 11.11 Captions, Section Headings and Table of Contents
 Section 11.12 Availability of Equitable Remedies; Procedures
   Section 11.13 Exhibits
 Section 11.14 Integration and Entire Agreement
 60




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Execution Copy
  Section 11.15 Relationship of Parties
 Section 11.16 Amended and Restated 2003 ASA .
 61




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Execution Copy
  PINNACLE AIRLINES, INC
    
    NORTHWEST AIRLINES, INC.By:  /s/

President and CEO
    
    By:  /s/PINNACLE AIRLINES CORPBy:  /s/

President and CEO
 62




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Execution Copy
 EXHIBIT A-1
 AIRCRAFT LEASE FORM
  A-1




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Execution Copy
 EXHIBIT A-2
 ENGINE LEASE FORM
  A-2




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Execution Copy
 EXHIBIT B
 HUB CITY FACILITY CHARGES
     B-1




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Execution Copy
 EXHIBIT C
PREDICTED EMPLOYEE BONUSES AND INCENTIVES
 Subsequent2003
    
    2004
    
    2005
    
    YearsEmployee Bonuses
& Incentives
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 C-1




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Execution Copy
 EXHIBIT D
 PARITY PAY AGREEMENT
 Parity Pay Agreement
 Section
5.10(a) 5.13(a)
 Section 5.10(a) 5.13(a)
 Section 5.10(a) 5.13(a)
   Comparison Airlines 
  Premiums 
  RAA 
  Pilot and Flight Attendant Employees
 A. Procedures
    B. Definitions
  Pay Rates 
 D-1




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Execution Copy
 " Bonus Rate 
 " Parity Pay Rates 
 Customer Service/Reservations Agent, Ramp Service and Mechanic Employees
 A. Procedures
    B. Definitions
  Pay 
  Parity Pay 
  Parity Pay Scale 
 Benefits  All Employees
 A. Procedures
  B. Definitions
  Benefits 
 D-2




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Execution Copy
 Data Requirements
  - Total labor costs by workgroup or classification (e.g. pilot)- Pay scales to the extent they exist for all Pinnacles workgroups.- Pay scales for the Comparison Airlines as reported by the RAA for requested workgroups.- Individual employees information including workgroup, longevity or hire date, bonus
payments received, hourly rate(s) of pay, hours paid at hourly rate(s) of pay, projected
hours paid at each pay step (1  10) if not currently paid based on a defined pay scale,
for requested workgroups.
 D-3




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##### 



Execution Copy
 EXHIBIT E
 PASS TRAVEL PRIVILEGES
 I. Overview
      
 E-1




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##### 



Execution Copy
 
    Travel Authority Cards
  2.
    
    Requests for Travel Passes on Behalf of Any Person Other Than Employees/retirees/family
members of employees of Pinnacle Airlines.
  Ticket Donations
  Collateral (i.e., free tickets, upgrades, Worldclub passes, elite memberships, etc.).
 Attachment A
 E-2




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##### 



Execution Copy
 Business Travel by Pinnacle Employees on Northwest Flights
 Officers and Board of Directors of Pinnacle Airlines
       Other Management (Exempt) Employees of Pinnacle Airlines
 1)
    
    Pinnacle Airlines may designate up to [***] management (exempt) employees who
will be eligible for B1 (coach positive space, capacity controlled) business travel on
Northwest Flights. Pinnacle Airlines shall submit the list of such employees to
Northwest annually and Northwest may, in its sole discretion, approve or disapprove any
employee whose name appears on such list for such travel privileges.2)
    
    All other management (exempt) employees of Pinnacle Airlines who are not
entitled to the travel privileges described in B.1) above may travel on Northwest
Flights with boarding priority 2W, and, to the extent Pinnacle Airlines desires that
any such employee travel on a Northwest Flight for Pinnacle business purposes with
higher priority, Pinnacle Airlines may submit its request for positive space travel to
the Northwest Pass Bureau for approval. Northwest, in its sole discretion, shall
determine whether or not to grant any such request.
 Non-Management (Non-Exempt) and Contract Employees of Pinnacle Airlines
 E-3




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Pinnacle Airlines Operational Travel Requirements
 1)
    
    Deadhead travel and travel for pilot or flight attendant FAA-mandated
training. Pinnacle Airlines may book travel on Northwest Flights with boarding
priority of B1 for pilot and flight attendant deadhead and FAA-mandated travel. The
purpose of such travel must be supported by crew scheduling, crew bid reports, training
schedules or other records of Pinnacle Airlines operations. Such records must be
maintained for not less than one (1) year and made available for audit by Northwest
upon request.
 
    
    Any deadhead booking must contain the following restriction:
No origin/dest or date changes allowed, per Revenue Management.
  
    
    Any Y1 booking must be pre-approved by Northwest. Any Y1 booking made
without Northwests pre-approval will be subject to a [***] one-way fee.
    
    Y1 exceptions should be requested from Northwest Day-of-Departure (DoD)
desk.
  2)
    
    Aircraft on Ground (AOG).
  Travel by Interview Candidates, Consultants or Vendors of Pinnacle Airlines
 Attachment 2
 Leisure Travel by Employees of Pinnacle Airlines
  E-4




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Execution Copy
  Travel by Pinnacle Airlines Employees on Northwest Flights Operated by Pinnacle
Airlines
    Flights Operated ByPinnacleEmployee Category
    
    Northwest
    
    PinnacleManagement (exempt)
    
    5W
Seniority date
    
    5
Seniority dateNon-management (non-exempt) and contract
    
    5W
Seniority date
    
    5
Seniority dateParents
    
    6W
Seniority date
    
    6P
Seniority date
  2)
    
    Fees for travel by Employees and Parents of Employees. Northwests current pass travel
policies provide for the following fees for pass travel by employees and parents of
employees:
  E-5




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Execution Copy
  Services Fees
    
    
    International TaxesDomestic
    
    
    InternationalCoach
    
    
    First
    
    
    Coach
    
    
    FirstEmployee
less than 5 years service
    
    
    [***]
    
    
    
    [***
    
    
    See Attachment 3
    
    See Attachment 3
    
    As applicableOW
    
    OWEmployee > 5 years
service
    
    
    [***]
    
    
    
    [***]
    
    
    None
    
    See Attachment 3
    
    As applicableParent
    
    
    [***]
    
    
    
    [***]
    
    
    See Attachment 3
    
    See Attachment 3
    
    As applicable
 
    
    All pass travel fees and charges shall be subject to change at Northwests
discretion, provided that fees and charges applicable to employees of Pinnacle
Airlines shall be no higher than those applicable to comparable employees of
Northwest
    
    Pass travel fees shall apply to all Northwest Flights (including
Pinnacle Airlines employees flying on Northwest Flights operated by Pinnacle
Airlines).
  a)
    
    Pinnacle Airlines must terminate its existing companion/buddy pass
travel program.b)
    
    Pinnacle Airlines must terminate all pass travel by any persons who
are not employees of Pinnacle Airlines or family members of Pinnacle Airlines
employees (including without limitation employees of airlines other than Pinnacle
Airlines or Northwest) on Northwest Flights operated by Pinnacle Airlines unless
such travel is specifically permitted hereunder or an authorized officer of
Northwest approves such pass travel in writing. Northwest shall provide Pinnacle
Airlines with a list of officers of Northwest who are authorized to approve pass
travel not provided for herein.
  
    
    Each employee of Pinnacle Airlines will receive 16 one-way trips each calendar
year on Northwest Flights operated by Pinnacle. Companion/Buddy travel passes may
not be used on Northwest Flights operated by Northwest.
 E-6




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Execution Copy
 
    
    The companion of the Pinnacle Airlines employee must travel with the employee.
    
    Fees: The fees payable by Pinnacle Airlines employees for companion/buddy
travel on Northwest Flights operated by Pinnacle Airlines shall be consistent with
the fees payable by Northwest employees for companion travel on Northwest Flights
operated by Northwest.
    
    Boarding priority:
 Flights Operated ByNorthwest
    
    
    PinnacleBoarding Priority
    
    
    N/A
    
    
    
    5B
 5)
    
    Registered Domestic Partners. Registered domestic partners of Pinnacle Airlines
employees will be entitled to pass privileges on Northwest Flights in accordance with
Northwests registered domestic partner program.
 Booking/Ticketing:
    Payment of Fees
  E-7




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Execution Copy
  Revocation/Termination/Modification/Amendment of Pass Privileges
 Audit
  IV. Travel Privileges of Persons Other than Pinnacle Airlines Employees on Northwest Flights
   E-8




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##### 



Execution Copy
 Exhibit F
 CRJ Fuel Burn (Penalty) Formulas
 Note:
 1. Excess Planned Fuel on Arrival (FOA)
 Monthly Penalty:
  Assumptions:
 
    
    Block Hours based on scheduled and unscheduled operations/cycles that returned
legitimate FOA values (on the flight history database)
    
    Cost to Carry (CTC) varies with average enroute time; CTC = ([***] x Avg ETE) + [***]
    
    Fuel cost per gallon = actual price per gallon incurred by Northwest per Section
5.05(a)(ii) including into-plane fees and taxes.
 2. Excess Planned Zero Fuel Weight (ZFW)
 Monthly penalty:
  Assumptions:
 
    
    Block Hours based on scheduled and unscheduled operations
    
    Cost to Carry (CTC) varies with average enroute time; CTC =
([***] x Avg ETE) + [***]
 F-1




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##### 



Execution Copy
 
    
    Fuel cost per gallon = actual price per gallon incurred by
Northwest per Section 5.05(a)(ii) including into-plane fees
and taxes.
 3. Excess Auxiliary Power Unit (APU) Burn
 Monthly Penalty:
  Assumptions:
 
    
    APU burn rate = [***] pph per Bombardier (w/Air and electric load)
    
    APU runs almost exclusively w/air load but not necessarily electric. Reduction in rate w/electric removed insignificant
per 9E
    
    Flight hours and Block hours based on all 9E operations (scheduled and unscheduled)
    
    Fuel cost per gallon = actual price per gallon incurred by Northwest per Section 5.05(a)(ii) including into-plane fees
and taxes.
 4. Cruise Speed
 5. Cruise Altitude
 6. All-in Rate
 Monthly Penalty:
  Assumptions:
 
    
    Fuel cost per gallon = actual price per gallon incurred by Northwest per Section
5.05(a)(ii) including into-plane fees and taxes.
 F-2




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##### 



Execution Copy
 All-in Gallons per Block Hour (Baseline history)
 Jan
    
    Feb
    
    Mar
    
    Apr
    
    May
    
    Jun
    
    Jul
    
    Aug
    
    Sep
    
    Oct
    
    Nov
    
    Dec
    
    Ann AVG2003 Actual2004 Actual
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
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    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Block/Flight Hours
 Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    Ann AVG2003 Block Minutes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Block Minutes
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2003 Flight Minutes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Flight Minutes
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2003 Cycles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Cycles
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2003 Flt/Blk Hr Ratio
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Flt/Blk Hr Ratio
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2003 Avg Blk Hr per Flt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Avg Blk Hr per Flt
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Cost To Carry 1
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 APU Hours per Flight Hour
 Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    Ann AVG2003 Actual
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Actual
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2005 Target
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]GPFH Adjustment (reduc)/incr 2
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]GPBH Adjustment (reduc)/incr
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Planned FOA (lbs)
 Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    Ann AVG2003 Actual
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Actual
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2005 Target
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
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    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]GPBH Adjustment (reduc)/incr 3
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 F-3




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##### 



Execution Copy
 Flight Planned vs Actual ZFW (lbs)
 Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    Ann AVG2003 Actual Variance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2004 Actual Variance
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]2005 Target
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]GPBH Adjustment (reduc)/incr4
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 All-in Gallons per Block Hour (adjusted)
 Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    Ann AVG2005 Estimate
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Worksheet Formulae
 1 Cost to Carry
    
    ((Flt Min/Cycles) * [***]) + [***], from FPCCM analysis2 APU hours per flight hour adjustment
    
    (Target  (Avg Actual APU hrs per flight hour)) x [***]/[***]3 Planned FOA adjustment
    
    ((Target  (Average Actual FOA in lbs)) x CTC/[***])/(block hours per flight)4 Planned vs. Actual ZFW adjustment
    
    ((((Target tolerance)  (Avg Planned ZFW  Avg Actual ZFW)) x CTC x CTC)/[***])/(block hours per flight)
 Worksheet Assumptions
 Cost To Carry (CTC) varies with avg enroute time
    
    NOTES:
    
    All-in Gallons per Block Hour is an estimate based on several uncontrollable variables.APU burn rate [***]
    
    
    
    Aug 03  Nov 03 ZFW numbers are estimates.Flight hrs in APU calcs based on all 9E ops (scheduled and unscheduled)
    
    
    
    Any ASA target number must be tied to the Block to Flight hour ratio.
 F-4




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##### 



Execution Copy
 Exhibit G
 Share Purchase Agreement
 G-1




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##### 



Execution Copy
 SHARE PURCHASE AGREEMENT
        Definitions
 Certain Defined Terms
 Governmental Entity
 Lien
 Person




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##### 



Purchase and Sale of the Share
 Purchase and Sale of the Share
 Closing
    Conditions to Northwests Obligation to Close
    -2-




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##### 



Condition to Pinnacle Corp.s Obligation to Close
     Representations and Warranties concerning Northwest and Pinnacle Corp.
  Organization and Good Standing of Northwest
 Authority
 -3-




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##### 



No Conflicts
 Consents and Approvals
 Brokers or Finders
 SECTION 3 Title to the Share; No Liens.
  Representations and Warranties of Pinnacle Corp.
  Organization and Good Standing of Pinnacle Corp.
 Authority
 -4-




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##### 



No Conflicts
 Consents and Approvals
 Brokers and Finders
  Miscellaneous
 Survival of Agreement
 Assignment
 Third-Party Beneficiaries
 Expenses
 -5-




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##### 



Amendments
 Counterparts, Effectiveness
 Construction
 Severability
 Non-Waiver
 Applicable Law
 Entirety of Agreement
 Notices
 -6-




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##### 



If to Northwest:
    
    Northwest Airlines, Inc.Department A61002700 Lone Oak ParkwayEagan, Minnesota 55121Attn: Vice President  Market PlanningFacsimile No: (612) 727-7113With a copy to:
    
    Northwest Airlines, Inc.Department A11802700 Lone Oak ParkwayEagan, Minnesota 55121Attn: General CounselFacsimile No: (612) 726-7123If to Pinnacle Corp.:
    
    Pinnacle Airlines Corp.1689 Nonconnah ParkwaySuit 111Memphis, Tennessee 38132Attn: PresidentFacsimile No: 901-348-4103
   NORTHWEST:By:
    /s/ J. Timothy GriffinName:
    J. Timothy GriffinTitle:
    EVP, Marketing and Distribution PINNACLE CORP.:By:
    /s/ Philip H. TrenaryName:
    Philip H. TrenaryTitle:
    President and CEO -7-