LOAN AGREEMENT

THIS LOAN AGREEMENT (_____) dated as of ____________, 2008 among (i)  PINNACLE AIRLINES, INC. a Georgia corporation, (the “ Borrower ”), (ii)  EACH CERTIFICATE HOLDER from time to time, and (iii)  WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION , a national banking association, as the Indenture Trustee.

WHEREAS , certain terms are used herein as defined in Section 1(a) hereof; and

WHEREAS , concurrently with the execution and delivery of this Agreement, the Borrower and the Indenture Trustee are entering into the Trust Indenture and Security Agreement (________) dated on or about the date hereof (the “ Trust Indenture ”) pursuant to which the Borrower agrees, among other things, to issue one or more Loan Certificates as evidence of the Borrower’s indebtedness to the Certificate Holders, which Loan Certificates will be secured by the mortgage and security interest created by the Borrower in favor of the Indenture Trustee, and the Borrower shall execute and deliver the Trust Indenture Supplement covering the Aircraft, supplementing the Trust Indenture.

NOW THEREFORE , in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.   Certain Definitions .

(a)   Except as otherwise defined in this Agreement, including its annexes, schedules and exhibits, terms used herein in capitalized form shall have the meanings attributed thereto in the Trust Indenture.  Unless the context otherwise requires, any reference herein to any of the Operative Documents refers to such document as it may be modified, amended or supplemented from time to time in accordance with its terms and the terms of each other agreement restricting the modification, amendment or supplement thereof.

(b)   “ Financed Amount ” shall, subject to the terms of Section 2(a) hereof, be $[***].

(c)   “ Administration Fee ” shall be [***].

(d)   “ Applicable Margin ” shall be [***].

(e)   “ Make-Whole Margin ” means [***].

(f)   “ Termination Date ” means [***].

Section 2.   Commitments; Commitment Fee .  (a) Commitment .  Subject to the terms and conditions of this Agreement, each Certificate Holder agrees to make a secured loan to the Borrower (herein called the “ Loan ”) on a date to be designated pursuant to Section 3 hereof, but in no event later than [***]; the “ Commitment Termination Date ”), in the amount in Dollars set forth opposite such Certificate Holder’s name in Schedule II hereto (its “ Commitment ”), and to receive, as evidence of such secured loan, Loan Certificate(s) in an amount equal to its Commitment.  The aggregate amount of the Commitments shall equal the Financed Amount.  The Financed Amount for the Aircraft shall not exceed (i) [***] of the Net Purchase Price, and (ii) when taken together with the “ Financed Amount ” advanced or to be advanced under the Other Loan Agreements, the Maximum Commitment Amount (as hereinafter defined).  In the event that the Aircraft is not financed on the Aircraft Delivery Date, then the Financed Amount and the amortization schedules will be adjusted accordingly, as though the Loan had been made on such Aircraft Delivery Date; provided that for purposes of the preceding sentence, the Financed Amount shall be deemed to have been advanced on such Aircraft Delivery Date.  If any Certificate Holder shall default in its obligation to make the amount of its Commitment available pursuant to this Section 2 in respect of the Aircraft, no other Certificate Holder shall have an obligation to make any portion of such amount available or to increase the amount of its Commitment and the obligations of the non-defaulting Certificate Holder shall remain subject to the terms and conditions set forth in this Agreement.

(b)   Commitment Fee .  Original Certificate Holder has agreed to provide financing to Borrower prior to the Termination Date for up to [***] Bombardier _______ aircraft pursuant to the Letter of Offer in an aggregate amount not to exceed $[***] (“ Maximum Commitment Amount ”).  In consideration of the Original Certificate Holder’s commitment in respect of the Maximum Commitment Amount, the Borrower shall pay to the Original Certificate Holder on December 30 and June 30 of each calendar year (unless such date is not a Business Day, then such payment shall be made on the next succeeding Business Day) a commitment fee (the “ Commitment Fee ”) of [***] on the balance of the Maximum Commitment Amount remaining undisbursed from time to time ([***]), less any commitment fee paid under any Other Loan Agreements.

Section 3.   Borrower’s Notice of Closing Date; Closing Procedure .  

(a)   The Borrower agrees to give each Certificate Holder and the Indenture Trustee at least [***] Business Days’ prior written notice (unless waived by the Certificate Holders) of the scheduled Closing Date which Closing Date shall be a Business Day not later than the Commitment Termination Date, which notice shall specify the scheduled Closing Date, the Financed Amount, the instructions for wiring the Financed Amount, and the election of either a Fixed Rate of interest or the Floating Rate.  The form of such notice is set out on Exhibit A hereto.

(b)   Subject to the terms and conditions of this Agreement, and simultaneous with transfer of the Financed Amount to the Borrower or its designee, the Borrower shall authorize the delivery and filing for recordation of the FAA Bill of Sale, the FAA Application for Registration and the Trust Indenture with the FAA and consent to the registration of the contracts of sale in respect of the Warranty Bill of Sale (to the extent not previously registered) and the International Interest created by the Trust Indenture with the International Registry.  Prior to 11 a.m., New York time, on the scheduled Closing Date specified in the Borrower’s notice referred to in the first paragraph of this Section 3, each Certificate Holder agrees, subject to the terms and conditions of this Agreement, to pay to the Indenture Trustee the amount of its Commitment.  Subject to the satisfaction of the conditions precedent set forth in Section 4(a) or waiver thereof by the Certificate Holders, at the Closing, the Indenture Trustee shall upon instructions received from the Certificate Holders release the Commitment to the Borrower by paying the amount thereof by transfer of immediately available funds to such account as shall be specified in the notice of Closing Date delivered pursuant to Section 3(a) above.  The Certificate Holders may, in lieu of releasing the entire Commitment to the Borrower as aforesaid and by prior notice given to Borrower, at their option, be entitled to offset from the amount of the Commitment to be funded hereunder, the aggregate amount payable under the Pinnacle PDP Facility Agreements in respect of the Aircraft as well as any arrangement fee or Commitment Fees due and owing on such Closing Date.

(c)            If for any reason the Closing is not consummated on the scheduled Closing Date, the Borrower may, by telephone notice to the Indenture Trustee given by 2:00 p.m., New York City time (such telephone notice to be promptly confirmed in writing by personal delivery or facsimile) on the scheduled Closing Date, designate a delayed Closing Date (which may include successive delayed Closing Dates), in which case the Indenture Trustee shall hold the funds provided by the Certificate Holders until such delayed Closing Date and use reasonable efforts to invest such funds in Permitted Investments, as directed by the Borrower, provided, that if such Closing does not occur by the third Business Day after such initial scheduled Closing Date, such funds shall be returned to the Certificate Holders. The Indenture Trustee shall not be liable for any loss relating to an investment made in accordance with this Section 3(c). The Indenture Trustee shall pay to the Borrower upon its request any earnings from such investments, and the Borrower shall pay to the Indenture Trustee upon its request any losses from such investments. If the Closing fails to occur on a scheduled or delayed Closing Date and the Borrower does not give notice of a delayed Closing Date pursuant to this Section, the Indenture Trustee shall promptly return to the Certificate Holders the amount of their Commitments (or so much thereof as is then on deposit with it as well as any monies received by the Indenture Trustee from the Borrower in reimbursement of any losses sustained as a result of the prior investment of such funds) and, if such events have occurred, or if the funds representing the Loan are returned as provided in the proviso to the first sentence of this paragraph (c), the Borrower shall pay to the Certificate Holders upon demand interest on the amount funded from and including the initial scheduled Closing Date to but excluding the date on which such funds are returned by 1:00 P.M. (New York City time) (or, if returned after such time on such date, to but excluding the next Business Day), at a rate per annum equal to the Applicable Rate, plus Break Amount (determined as if the Loan had been advanced as of the scheduled Closing Date). If the Borrower has designated a delayed Closing Date pursuant to this Section and the Closing occurs on such delayed Closing Date, the Loan shall accrue interest at the Applicable Rate from the initial scheduled Closing Date.

Section 4.   Conditions .

(a)   Conditions Precedent to the Certificate Holders’ Participation in the Loan .  It is agreed that the respective obligations of each Certificate Holder to lend its Commitment to the Borrower is subject to the satisfaction prior to (unless otherwise waived by each Certificate Holder) or on the Closing Date of the following conditions precedent, except that compliance with paragraph (iii) by a Certificate Holder shall not be a condition precedent to the obligations of such Certificate Holder:

(i)   Such Certificate Holder shall have received due notice with respect to the Closing Date pursuant to Section 3 hereof (or shall have waived such notice either in writing or by funding in absence of such notice).

(ii)   No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities which, in the reasonable opinion of such Certificate Holder would make it a violation of law or regulations for such Certificate Holder to make its Commitment available to acquire its Loan Certificate(s) or to realize the benefits of the security afforded by the Trust Indenture.

(iii)   Each Certificate Holder shall have made available the amount of its Commitment for the Aircraft in accordance with Section 3(b) hereof.

(iv)   The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to such Certificate Holder and shall be in full force and effect and executed counterparts shall have been delivered to such Certificate Holder and its counsel, provided that only such Certificate Holder shall receive an executed original of its Loan Certificate(s):

(1)   this Agreement;

(2)   the Trust Indenture;

(3)   the Trust Indenture Supplement covering the Aircraft and dated as of the Closing Date;

(4)   the Loan Certificate(s);

(5)   the Manufacturer Consent and the Engine Consent and Agreement;

(6)   a copy of that portion of the Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same that constitutes the Assigned Warranties;

(7)   copies of the Bills of Sale (including the Buyer Furnished Equipment);

(8)   a copy of the FAA Application for Registration; and

(9)   the Guaranty.

(v)   A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Trust Indenture that are not covered by the recording system established by the Federal Aviation Act shall have been duly filed in all places reasonably deemed necessary in the opinion of counsel for the Certificate Holders, to establish and perfect the Indenture Trustee’s security interest in the Indenture Estate.

(vi)   Such Certificate Holder shall have received the following, in each case in form and substance reasonably satisfactory to it:

(1)   a certificate of good standing and a certified copy of the Articles of Incorporation and Bylaws of the Indenture Trustee, the Borrower and the Guarantor each as in effect as of the Closing Date and a copy of resolutions of the board of directors of the Borrower and the Guarantor or the executive committees thereof, certified by the Secretary or an Assistant Secretary of the Borrower or the Guarantor, as applicable, duly authorizing the execution, delivery and performance by the Borrower or the Guarantor, as applicable, of this Agreement (in the case of the Borrower) and each other document required to be executed and delivered by such party on the Closing Date in accordance with the provisions hereof and thereof;

(2)   an incumbency certificate of the Indenture Trustee, the Borrower and the Guarantor as to such Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of such party in connection with the transactions contemplated hereby and as to the signature of such Person or Persons.

(vii)   All appropriate action required to have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, on or prior to the Closing Date in connection with the transaction contemplated by this Agreement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transaction contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Closing Date.

(viii)   On the Closing Date the following statements shall be true, and such Certificate Holder shall have received evidence reasonably satisfactory to it to the effect that:

(1)   the Borrower will have good and marketable title to the Aircraft, free and clear of all Liens;

(2)   (A) the Trust Indenture and the Trust Indenture Supplement have been (or are in the process of being) duly filed for recordation with the FAA pursuant to the Federal Aviation Act and there exist no Liens of record prior to the Lien of the Trust Indenture and (B) the registrations (the “ Registrations ”) will have been made (or, in the case of the contract of sale, simultaneously with such delivery, shall be made) and consented to with the International Registry of a contract of sale with respect to the Warranty Bill of Sale and a prospective international interest (relating to the Trust Indenture as to the Airframe and Engines) (with no stated lapse date) between Borrower and Indenture Trustee, in favor of Indenture Trustee, and there shall be no other registrations with respect to the Airframe or either Engine, which remain effective, with the International Registry;

(3)   the Aircraft has been duly certified as to type by the FAA, and the Borrower has authority to operate the Aircraft;

(4)   the Indenture Trustee is entitled to the protection of Section 1110 of the United States Bankruptcy Code in connection with its right to take possession of the Airframe and Engines in the event of a case under Chapter 11 of the United States Bankruptcy Code in which the Borrower is a debtor; and

(5)   since December 31, 2006, there shall have been no material and adverse change in the financial or operational condition of the Borrower or the Guarantor and no event or circumstance shall have occurred which in the reasonable judgment of such Certificate Holder had or would be reasonably likely to have a Material Adverse Effect.

(ix)   On the Closing Date, (A) the representations and warranties of the Borrower contained in Section 7(a) of this Agreement and of the Guarantor contained in Section 10 of the Guaranty shall be true and accurate as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and accurate on and as of such earlier date); (B) no event shall have occurred and be continuing which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Event of Default; and (C) since December 31, 2006, there shall have been no material and adverse change in the financial or operational condition of the Borrower or the Guarantor and no event or circumstance shall have occurred which in the reasonable judgment of such Certificate Holder had or would be reasonably likely to have a Material Adverse Effect.

(x)   The Indenture Trustee and such Certificate Holder shall have received opinions addressed to each of them from (1) Vinson & Elkins LLP, special counsel to the Borrower and Guarantor, as to the due authorization and execution of the Operative Documents by the Guarantor and as to the valid, binding and enforceable nature of the Operative Documents, the creation and perfection of the Lien created by the Indenture in place on the Closing Date and as to such other matters as such Certificate Holder may reasonably request; and (2) Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., special Georgia counsel to the Borrower, as to the due authorization and execution of the Operative Documents by the Borrower and as to such other matters as such Certificate Holder may reasonably request in as it relates to Georgia law.

(xi)   Such Certificate Holder shall have received the opinion addressed to such Certificate Holder and the Borrower from Ray, Quinney & Nebeker P.C., special counsel for the Indenture Trustee, in form and substance reasonably satisfactory to the addressees thereof.

(xii)   Such Certificate Holder shall have received an opinion addressed to such Certificate Holder, the Indenture Trustee and the Borrower from Crowe & Dunlevy, P.C., special FAA counsel in Oklahoma City, Oklahoma.

(xiii)   Such Certificate Holder shall have received from Vedder Price P.C., special counsel for the Certificate Holders, an opinion satisfactory in substance and form to the Certificate Holders, as to such matters incident to the transactions contemplated hereby as such Certificate Holder may reasonably request.

(xiv)   Such Certificate Holder shall have received a separate certificate signed by an officer of each of the Borrower and the Guarantor, dated the Closing Date, addressed to such Certificate Holder and certifying, in the case of the Guarantor, as to the matters stated in paragraph (ix) (as it relates to the Guarantor) of this Section 4(a), and certifying, in the case of the Borrower, as to the matters stated in paragraphs (ix) (as it relates to the Borrower) and (xvi) of this Section 4(a).  The form of such Certificate is set out on Exhibit B hereto.

(xv)   Such Certificate Holder shall have received an independent insurance brokers’ report and certificate(s) of insurance, in form and substance reasonably satisfactory to such Certificate Holder as to the due compliance with the terms of Article VI of the Trust Indenture relating to insurance with respect to the Aircraft (or, in the case of war risk insurance, a certificate of the FAA).

(xvi)   On the Closing Date it shall be true that no Event of Loss (or event which with the passage of time would become an Event of Loss) with respect to the Airframe or any Engine has occurred.

(xvii)   No action or proceeding shall have been instituted before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transaction contemplated hereby.

(xviii)   The representations and warranties of the Indenture Trustee contained in Section 8 shall be true and accurate in all material respects as of the Closing Date as though made on and as of such date and such Certificate Holder shall have received a certificate signed by the Chairman of the Board, the President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President or the Secretary of the Indenture Trustee certifying as to the foregoing matters with respect to the Indenture Trustee.

(xix)   Original Certificate Holder shall have received evidence reasonably satisfactory to it that the Financed Amount for the Aircraft does not exceed [***] of the purchase price of the Aircraft, as evidenced by (I) a purchase invoice from the Borrower or Manufacturer and (II) a certificate from the Manufacturer which attests to the Net Purchase Price and all price discounts and other cash credits, credits or concessions with respect to the Aircraft.

(xx)   [***] Agreement remains in full force and effect.

(xxi)   Such Certificate Holder and the Indenture Trustee shall have received an opinion addressed to it from Sidley Austin Brown & Wood LLP, special counsel for Manufacturer and opinions addressed to it from in-house counsel to the Manufacturer, as to such matters as such Certificate Holder may reasonably request.

(xxii)   Initial Certificate Holder shall have received (i) an arrangement fee in an amount equal to [***] of the Financed Amount, and (ii) any Commitment Fee then due and owing.

(xxiii)   The Guarantor shall have a minimum unrestricted cash, cash equivalents and short term investments balance (determined in accordance with GAAP on a consolidated basis) of at least [***].

(xxiv)   No Default or Event of Default shall have occurred under the Other Trust Indentures or the Pinnacle PDP Facility Agreements and, unless notice of offset has been given as provided in the last sentence of Section 3(b) hereof, the aggregate amount owing to the “Lender” under the Pinnacle PDP Facility Agreements in respect of the Aircraft shall have been paid in full.

Promptly upon the recording of the FAA Bill of Sale, Trust Indenture and the Trust Indenture Supplement covering the Aircraft pursuant to the Federal Aviation Act and the registration with the International Registry of the international interests in the Airframe and Engines created by the Trust Indenture and the contract of sale with respect to the Warranty Bill of Sale, the Borrower will cause special FAA counsel in Oklahoma City, Oklahoma, to deliver to each Certificate Holder and the Borrower an opinion as to the due and valid registration of the Aircraft by the FAA in the name of the Borrower, and the due recording of the Trust Indenture and the Trust Indenture Supplement and the lack of filing of any intervening documents with respect to the Aircraft at the FAA and the International Registry.

(b)   Conditions Precedent to the Obligations of the Borrower .  It is agreed that the obligations of the Borrower to enter into the Trust Indenture and other Operative Documents are all subject to the fulfillment to the satisfaction of the Borrower prior to or on the Closing Date of the following conditions precedent:

(i)   The conditions specified in Sections 4(a)(iii), 4(a)(iv), (and executed copies of the documents referred to therein shall have been delivered to Borrower), 4(a)(vii), 4(a)(viii)(3) and 4(a)(xviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the Borrower’s action or failure to act.

(ii)   The Borrower shall receive good and marketable title to the Aircraft from Bombardier Inc.

(iii)   The Borrower shall have received a copy of the general authorizing resolutions of the board of directors (or executive committees) or other satisfactory evidence of authorization of the Indenture Trustee certified as of the Closing Date by the Secretary or an Assistant Secretary of the Indenture Trustee which authorize the execution, delivery and performance by the Indenture Trustee of all the Operative Documents to which it is a party, together with such other documents and evidence with respect to the Indenture Trustee as the Borrower may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth.

(iv)   The representations and warranties of each Certificate Holder and the Indenture Trustee, contained in Section 8 hereof shall be true and accurate as of the Closing Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date) and the Borrower shall have received a certificate signed by the Chairman of the Board, the President, any Vice President or any Assistant Vice President or other authorized representative of the Indenture Trustee as to the foregoing matters with respect to the Indenture Trustee.

(v)   The Borrower shall have received the opinion set forth in Section 4(a)(xi) addressed to the Borrower and dated the Closing Date.

(vi)   No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities which, in the opinion of the Borrower, would make it a violation of law or regulations for the Borrower to enter into any transaction contemplated by the Operative Documents.

Section 5.   Closing Procedure .  Following the Borrower’s notice of the scheduled Closing Date as provided in Section 3 hereof, the parties will pre-position the executed FAA Bill of Sale, FAA Application for Registration, Trust Indenture and Trust Indenture Supplement with FAA counsel in Oklahoma City, Oklahoma, will have completed the Registrations and will have completed the searches of the International Registry necessary to evidence the priority of the Registrations.  Prior to 11 a.m., New York time, on the Closing Date, each Certificate Holder will, subject to the terms and conditions of this Agreement, wire transfer its Commitment to the Indenture Trustee.  By conference telephone call among the Borrower, the Certificate Holders, Bombardier, Inc. (and/or their counsel acting on their behalf), the Indenture Trustee and FAA counsel, the appropriate party will authorize the filing of the FAA Bill of Sale, FAA Application for Registration, Trust Indenture and the Trust Indenture Supplement upon transfer to Borrower or its designee of the Financed Amount.  The irrevocable authorization to FAA counsel to date the FAA Bill of Sale, the FAA Application for Registration, the Trust Indenture and Trust Indenture Supplement and file such documents will occur prior to the transfer of the Financed Amount to Borrower or its designee.  The Loan Certificate(s) will be delivered to the Certificate Holders and legal opinions delivered to all parties upon transfer of funds by the Certificate Holders, except that the opinion of FAA counsel will be delivered to all parties immediately following the filing for recordation of the Trust Indenture and Trust Indenture Supplement with the FAA.

Section 6.   Intentionally Omitted .

Section 7.   Borrower’s Representations, Warranties, Covenants and Indemnities.

(a)   In General .  The Borrower represents and warrants that as of the Closing Date:

(i)   the Borrower is a corporation duly organized and validly existing in good standing pursuant to the laws of the State of Georgia having the organizational number set forth on Schedule I hereto; has the State of Georgia as its “location” (as such term is used in Section 9-307 of the UCC of the State of New York as in effect on the Closing Date), its true and complete name as indicated on the public records of the State of Georgia and its mailing address is as set forth in Schedule I hereto; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires, except where the failure to be so qualified would not give rise to a Material Adverse Effect; is a U.S. Air Carrier; holds all licenses, certificates, permits and franchises from the appropriate agencies of the United States of America and/or all other governmental authorities having jurisdiction necessary to authorize it to engage in air transport and to carry on scheduled passenger service as presently conducted; except where the failure to hold any such license, certificate, permit or franchise would not give rise to a Material Adverse Effect; and has the corporate power and authority to engage in air transport and to carry on scheduled passenger service as presently conducted, to own the Aircraft and to enter into and perform its obligations under the Operative Documents;

(ii)   the execution, delivery and performance by the Borrower of the Operative Documents to which it is a party will, on the Closing Date, have been duly authorized by all necessary corporate action on the part of the Borrower, do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Borrower except such as have been duly obtained or by the Closing Date will have been duly obtained and will on the Closing Date be in full force and effect, and none of such execution, delivery or performance contravenes any law, judgment, government rule, regulation or order binding on the Borrower or the articles of incorporation or bylaws of the Borrower or contravenes the provisions of, or constitutes a default under, or results in the creation of any Lien (other than Permitted Liens) upon the property of the Borrower under, any indenture, mortgage, contract or other agreement to which the Borrower is a party or by which it or its properties may be bound or affected;

(iii)   neither the execution and delivery by the Borrower of the Operative Documents to which it is a party nor the performance by the Borrower of its obligations thereunder requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any federal, state or foreign government authority or agency, except for (A) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over the operation of the Aircraft by the Borrower, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained or will on or prior to the Closing Date be duly obtained, and will on the Closing Date be in full force and effect, and (B) the matters referred to in Section 7(a)(vi);

(iv)   the Operative Documents to which it is a party will each constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with the terms thereof except as such may be limited by equitable principles or applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally;

(v)   there are no pending or, to the Actual Knowledge of Borrower, threatened actions or proceedings against Borrower before any court, arbitrator or administrative agency which individually (or in the aggregate in the case of any group of related lawsuits) is reasonably expected to result in a Material Adverse Effect;

(vi)   except for (A) the registration of the Aircraft in the name of the Borrower with the FAA pursuant to the Federal Aviation Act, (B) the filing with the FAA pursuant to the FAA Regulations of an AC Form 8050-135 with respect to the contract of sale under the Warranty Bill of Sale and the international interests (or prospective international interests) under the Cape Town Convention in the Airframe and the procurement of an authorization code in respect thereof, (C) the filing for recording (and the recording) pursuant to the Federal Aviation Act of the FAA Bill of Sale and the Trust Indenture with the Trust Indenture Supplement covering the Aircraft, (D) the registration with the International Registry of the sale under the Warranty Bill of Sale and the international interests (or prospective international interests) created by the Trust Indenture in each case with respect to the Airframe and each Engine and (E) the filing of financing statements (and continuation statements at periodic intervals) with respect to the security interests created by the Trust Indenture under the Uniform Commercial Code of Georgia no further action, including any filing or recording of any document (including any financing statement in respect thereof under Article 9 of the Uniform Commercial Code of any applicable jurisdiction), is necessary in order to establish and perfect the first mortgage Lien on the Aircraft in favor of the Indenture Trustee pursuant to the Trust Indenture in any applicable jurisdiction in the United States;

(vii)   there has not occurred any event which constitutes a Default or an Event of Default under the Trust Indenture or a “Default” or “Event of Default” under any of the Other Trust Indentures or the Pinnacle PDP Facility Agreements which is presently continuing;

(viii)   the audited consolidated balance sheet of Borrower and Guarantor as of December 31, 2006, and the related consolidated statements of operations and cash flows for each of Borrower and Guarantor for the year then ended, have been prepared in accordance with U.S. GAAP and fairly present in all material respects the consolidated financial condition of Borrower and Guarantor as of such date and the consolidated results of its operations and cash flows for such period, and since December 31, 2006, no event or circumstance has occurred which would have a Material Adverse Effect.  The unaudited consolidated balance sheet of Guarantor as of June 30, 2007, and the related unaudited statements of operations and cash flows for the quarter then ended included in Guarantor’s quarterly report for the quarter ended June 30, 2007, as amended, have been prepared in accordance with U.S. GAAP (subject to normal year-end adjustments and the absence of footnotes) and present fairly in all material respects the consolidated financial condition of the Guarantor as of such date and the results of operations and cash flows for such period (subject, as aforesaid);

(ix)   Borrower has filed or caused to be filed all Federal, state, local and (in the Borrower’s opinion, as applicable) foreign tax returns which are required to be filed and has paid or caused to be paid or provided adequate reserves for the payment of all taxes shown to be due and payable on such returns or (except to the extent being contested in good faith and by appropriate proceedings and for the payment of which adequate reserves have been provided in accordance with generally accepted accounting principles) on any assessment received by the Borrower, to the extent that such taxes have become due and payable, except such returns or taxes as do not materially and adversely affect the business, property or assets, operations or financial condition, of the Borrower and do not involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft;

(x)   Borrower is not (x) in default under any indenture, mortgage, or loan agreement or under any other agreement or instrument of a material nature to which the Borrower is now a party or by which it is bound, and no event has occurred and is continuing which, under the provisions of any such indenture, mortgage, loan agreement or other material agreement or instrument, with the lapse of time or the giving of notice, or both, would constitute a default thereunder by the Borrower or (y) in violation of any law, order, injunction, decree, rule or regulation applicable to the Borrower of any court or administrative body, which, in each case, would reasonably be expected to result in a Material Adverse Effect;

(xi)   the Aircraft has been duly certified by the FAA as to type and has suffered no Event of Loss;

(xii)   assuming the truth of the representations contained in Section 8(b) hereof, neither the execution and delivery by the Borrower of the Operative Documents to which it is a party nor the performance of its obligations thereunder will result in a “prohibited transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code which could subject any Certificate Holder to any tax or penalty pursuant to Section 4975 of the Code or Section 502(i) of ERISA;

(xiii)   no part of the funds used or to be used by the Borrower to satisfy its obligations under the Operative Documents constitutes or will constitute assets of any “employee benefit plan” as defined in Section 3(3) of ERISA or any “plan” as defined in Section 4975(e)(1) of the Code;

(xiv)   the issuance of the Loan Certificate to the Original Certificate Holder will not require registration of the Loan Certificate pursuant to the Securities Act;

(xv)   the Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940;

(xvi)   none of the information furnished in writing by or on behalf of the Borrower to the Original Certificate Holder in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(xvii)   no part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve, including Regulations U and X;

(xviii)   the Guarantor has minimum unrestricted cash, cash equivalents and short term investments balance (determined in accordance with GAAP on a consolidated basis) of at least [***]; and

(xix)   [***] remains in full force and effect.

(b)   General Indemnity .  Subject to the next following paragraph, the Borrower hereby agrees to indemnify, on an After-tax Basis, each Indemnitee against, and agrees to protect, save and keep harmless each of them from any and all Expenses imposed on, incurred by or asserted against any Indemnitee arising out of or directly resulting from (i) the operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or sale of the Aircraft, Airframe, Engines or any engine used in connection with the Airframe or any part of any of the foregoing by the Borrower, any lessee or any other Person whatsoever, whether or not such operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or sale is in compliance with the terms of the Trust Indenture, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any person whatsoever and claims relating to any laws, rules or regulations pertaining to such operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, non-use, modification, alteration, sale or return including environmental control, noise and pollution laws, rules or regulations; (ii) the manufacture, design, purchase, acceptance, rejection, delivery, or condition of the Aircraft, Airframe, Engines or any engine used in connection with the Airframe, or any part of any of the foregoing including, without limitation, latent and other defects, whether or not discoverable, or trademark or copyright infringement; (iii) any breach of or failure to perform or observe, or any other noncompliance with, any covenant or agreement to be performed, or other obligation of the Borrower under any of the Operative Documents, or the falsity of any representation or warranty of the Borrower in any of the Operative Documents; and (iv) the transactions contemplated by the Operative Documents or any lease under the Trust Indenture, any Event of Default under the Trust Indenture or the enforcement against the Borrower or any Lessee of any of the terms thereof (including, without limitation, Article IX of the Trust Indenture), including the offer, sale and delivery by the Borrower or anyone acting on behalf of the Borrower of the Loan Certificates or successor debt obligations issued in connection with the refunding or refinancing thereof (including, without limitation, any claim arising out of the Securities Act, the Securities Exchange Act of 1934, as amended, or any other federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “ Securities Liabilities ”)) (the indemnity provided in this Section 7(b)(iv) to extend also to any Person who controls an Indemnitee, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act); and.

The foregoing indemnity shall not extend to any Expense of any Indemnitee to the extent attributable to one (1) or more of the following:  (1) any representation or warranty made by such Indemnitee in or pursuant to the Operative Documents being incorrect in any material respect; (2) the failure by such Indemnitee to perform or observe in any material respect any agreement, covenant or condition in any of the Operative Documents (except to the extent such failure is attributable to a Default or an Event of Default); (3) acts or omissions involving the willful misconduct or gross negligence of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft); (4) in the case of any Certificate Holder, a disposition (voluntary or involuntary) by such Certificate Holder of all or any part of its interest in a Loan Certificate (other than as contemplated by the Trust Indenture or this Agreement) or, in the case of the Indenture Trustee, by such Indemnitee of all or any part of such Indemnitee’s interest in the Airframe or any Engine or Operative Documents; (5) negligence of any inspecting party in connection with the exercise of a physical inspection of the Aircraft; (6) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents, which amendments, supplements, waivers or consents are not required pursuant to the terms of the Operative Documents and not requested by the Borrower; (7) any Tax, or increase in tax liability under any tax law; (8) a failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder; (9) any Indemnitee having engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (10) any amount which constitutes an expense that is to be borne by such Indemnitee pursuant to the Operative Documents; (11)  except to the extent attributable to acts or events occurring prior thereto, acts or events (other than acts or events related to the performance or failure to perform by Borrower of its obligations pursuant to the terms of the Operative Agreements) that occur after Indenture Trustee is required to release the Aircraft and Indenture Estate from the Lien of the Trust Indenture pursuant to Section 15.01 of the Trust Indenture; (12) the offer or sale by an Indemnitee of any interest in the Aircraft, the Loan, or any Loan Certificate in violation of applicable federal, state or foreign securities laws (other than any violation thereof caused by the acts or omissions of Borrower); (13) if it is an ordinary and usual operating or overhead expense; (14) if another provision of an Operative Document specifies the extent of Borrower’s responsibility or obligation with respect to such Expense, arising from other than failure of Borrower to comply with such specified responsibility or obligation.

If an Indemnitee has actual knowledge of a claim involving one or more Expenses that such Indemnitee is indemnified against under Section 7(b), such Indemnitee shall promptly give notice of such claim to the Borrower; provided that the failure to provide such notice shall not release the Borrower from any of its obligations to indemnify hereunder except to the extent that the Borrower is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by the Borrower to an Indemnitee pursuant to this Section 7(b) shall be deemed to constitute a waiver or release of any right or remedy which the Borrower may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give the Borrower such notice.  The Borrower shall be entitled, at its sole cost and expense, acting through counsel, so long as the Borrower has acknowledged in writing its responsibility for such Expense and that it will provide indemnity for such claim hereunder, to participate in and, to the extent that it shall elect, to assume responsibility for and control the defense or settlement of such claim.  The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by the Borrower pursuant to the preceding provisions; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Borrower or its insurers to conduct such proceedings, interfere with the defense of such case.  Notwithstanding any of the foregoing, the Borrower shall not be entitled to assume responsibility for and control the defense or settlement of such claim if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or loss of the Aircraft unless the Borrower shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or if such proceedings entail any risk of criminal liability being imposed on such Indemnitee.

The Indemnitee shall supply the Borrower with such information in its possession reasonably requested by the Borrower as is necessary or advisable for the Borrower to control or participate in any proceeding to the extent permitted by this Section 7(b).  Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 7(b).

The Borrower shall supply the Indemnitee with such information in its possession reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7(b).

To the extent of any payment of any Expense pursuant to this Section 7(b), the Borrower, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto.  The Indemnitee agrees to give such further assurances or agreements and to cooperate with the Borrower to permit the Borrower to pursue such claims, if any, to the extent reasonably requested by the Borrower.

In the event that the Borrower shall have paid an amount to an Indemnitee pursuant to this Section 7(b), and such Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other Person, such Indemnitee shall promptly pay the Borrower the amount of such reimbursement, provided that no Special Default or Event of Default has occurred and is continuing.

Any amount payable to the Indemnitee pursuant to this Section 7(b) by the Borrower shall be paid within 15 days after Borrower’s receipt of a written demand therefor from such Indemnitee accompanied by a written statement describing in reasonable detail the claim that is the subject of and basis for such indemnity and the computation of the amount payable.

If an Indemnitee is not a party to this Agreement, Borrower may require such Indemnitee to agree in writing to the terms of this Section 7(b) prior to making any payment to such Indemnitee under this Section 7(b).

(c)   General Tax Indemnity .  The Borrower agrees to pay, indemnify and hold each Indemnitee harmless from, all Taxes imposed against any Indemnitee, by any taxing authority upon or with respect to any of the foregoing, or upon or relating to or measured by (i) the operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or sale of the Aircraft or Airframe or any Engine, or any engine used in connection with the Airframe or any part of any of the foregoing by the Borrower, any lessee of the Borrower or any other Person acting by or on behalf of the Borrower whatsoever, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any person whatsoever and claims relating to any laws, rules or regulations pertaining to such operation, possessions, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, sale or return including environmental control, noise and pollution laws, rules or regulations; (ii) the manufacture, design, purchase, acceptance, rejection, delivery, or condition of the Aircraft or Airframe or any Engine, any engine used in connection with the Airframe, or any part of any of the foregoing including, without limitation, latent and other defects, whether or not discoverable, or trademark or copyright infringement; or (iii) upon the rentals, receipts or earnings arising therefrom, or upon or with respect to the Borrower, or upon the Certificate or other sums payable thereunder or under or on or with respect to the Operative Documents or any sums payable thereunder, the execution and delivery of this Agreement or any other Operative Document, or otherwise with respect to the transactions contemplated by the Operative Documents, provided that the foregoing indemnity shall not apply:

(i)   In the case of any Indemnitee, to any Taxes imposed by any taxing authority on, based on, or measured by, the income (whether denominated an income or a franchise Tax), receipts, capital, net worth, excess profits, or items of tax preference, including minimum Taxes and withholding Taxes measured by income of such Indemnitee from, upon or with respect to the Aircraft or the transactions contemplated hereby, provided , however , that this clause (i) shall not exclude (A) any Taxes imposed by any taxing authority which are sales, use, value-added, rental, excise, license, ad valorem or property taxes or (B) any Taxes (other than U.S. federal, state or local income taxes) imposed by any taxing authority due to (y) the place of incorporation, commercial domicile, or other presence in such jurisdiction of the Borrower or any user of or person in possession of any Aircraft or any part thereof (or any affiliate of such person), or (z) any payments made under any of the Operative Documents being made from the jurisdiction imposing such Taxes or (C) any Taxes to the extent covered by Section 7(d) below;

(ii)   Any Taxes imposed on an Indemnitee (A) to the extent resulting from the gross negligence or willful misconduct of such Indemnitee or any Person acting on behalf of such Indemnitee or (B) to the extent resulting from the material falsity or material inaccuracy of any representation or warranty of any Indemnitee or any material misrepresentation or material breach of contract of any Indemnitee made in connection with or arising under any of the Operative Documents;

(iii)   Any Taxes imposed on an Indemnitee for the sale of the Aircraft or Airframe or any Engine after an Indemnitee has purchased the Aircraft or Airframe or any Engine pursuant to Section 4 of the Indenture and the Manufacturer Consent;

(iv)   Any Taxes imposed on an Indemnitee arising from the acts or omissions of any Person in respect of the Aircraft or Airframe or any Engine, engine or part thereof incurred in connection with or following the exercise of any remedies under the Indenture;

(v)   Any Tax imposed as a result of a transfer or disposition by an Indemnitee of all or any portion of its interest in the Certificate, or any Operative Document or any interest in an Indemnitee, unless in each case pursuant to an exercise of remedies in the case of an Event of Default or pursuant to Sections 2.15(f) or 7(d)(iv) hereof;

(vi)   Any Tax imposed on a Certificate Holder based on or measured by any fees received by such Certificate Holder in connection with any transaction contemplated by the Operative Documents;

(vii)   Any Tax imposed on an Indemnitee to the extent such Tax would not have been imposed but for a present or future connection between such Indemnitee or any Affiliate thereof and the jurisdiction imposing such Taxes (including, without limitation, the Indemnitee or an Affiliate thereof being or having been a citizen or resident thereof, or having been organized, present or engaged in a trade or business therein, or having, having had, a permanent establishment or fixed place of business therein), other than a connection arising by reason of the transactions contemplated by the Operative Documents or the operation, presence, storage or use of the Aircraft, Airframe, Engine or any part thereof or the presence, activity or other matter of or in respect of the Borrower;

(viii)   Any Tax imposed on any Indemnitee under Section 4975 of the Code or under subtitle B of ERISA or equivalent state law as a result of the use by such Indemnitee or any of its Affiliates of the assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA) to fund the Certificate or otherwise to acquire any interest in the Certificates; or

(ix)   Any Tax imposed on an Indemnitee that is incurred as a result of a change by such Indemnitee of its lending office, unless such change is effected pursuant to Section 7(d)(iv) hereof.

(d)   Withholding Taxes .

(i)   Except as provided in this Section 7(d), the Borrower shall have no liability to any Certificate Holder in the event any withholding Tax is imposed on payments made to such Certificate Holder pursuant to this Agreement, the other Operative Documents, or in respect of its Certificate.

(ii)   Notwithstanding anything to the contrary contained herein or any other Operative Document, the Borrower agrees that any payment made to or for the benefit of a Certificate Holder with respect to interest, principal, Break Amount or other amounts payable pursuant to this Agreement and the other Operative Documents on or with respect to its Certificate shall be free of all withholdings or deductions with respect to United States federal income withholding Taxes (“ U.S. Withholding Taxes ”), and in the event that the Borrower shall be required by applicable law to make any such withholding or deduction for any such U.S. Withholding Taxes (a) the Borrower shall pay to such Certificate Holder an additional amount so that after making all required withholdings or deductions for U.S. Withholding Taxes from such payment such Certificate Holder receives the same amount it would have received had no such withholdings or deductions been required, (b) the Borrower shall make all such withholdings or deductions, (c) the Borrower shall pay such amount withheld or deducted to the Internal Revenue Service in accordance with applicable law, and (d) shall indemnify such Certificate Holder in respect of such U.S. Withholding Taxes; provided , however , that the Borrower shall only have an obligation under this Section 7(d) for U.S. Withholding Taxes to the extent (i) that such Certificate Holder is the Original Certificate Holder, (ii) that such Certificate Holder is a Treaty Lender and such U.S. Withholding Taxes result from a change in law, the Tax treaty between the United States and Austria, France, Germany, Ireland, the Netherlands or the United Kingdom (each, a “ Specified Jurisdiction ”), or interpretation of either thereof that occurs on or after the date such Certificate Holder acquires its interest in its Certificate, or (iii) that such Certificate Holder is a certificate holder whose interest income from the transactions contemplated by the Operative Documents is income effectively connected with the conduct of a United States trade or business and such U.S. Withholding Taxes result from a change in law, the relevant Tax treaty, or interpretation of either thereof that occurs on or after the date such Certificate Holder acquires its interest in its Certificate.

(iii)   For purposes of this Section 7(d), the term “ Treaty Lender ” shall mean a person who is a resident of a Specified Jurisdiction and entitled to claim the benefits of the income Tax treaty between the United States and such Specified Jurisdiction at the time it acquires its interest in its Certificate.

(iv)   Each Certificate Holder agrees to investigate alternatives for reducing or avoiding any Taxes indemnifiable pursuant to this Section 7(d) and to use commercially reasonable efforts (at the Borrower’s reasonable expense) to avoid or minimize any liability with respect to such Taxes, including, without limitation, by transferring its Certificate to an Affiliate or to a third party or by designating a different lending office of such Certificate Holder, if such designation or other action would avoid the need for, or reduce the amount of, any such Taxes; provided , however , that this sentence shall not obligate such Certificate Holder to take any action that would, in its reasonable judgment, cause such Certificate Holder to incur any economic, legal, or regulatory disadvantage, unless the Borrower agrees to indemnify such Certificate Holder therefor in a manner reasonably satisfactory to such Certificate Holder.

(v)   In addition, the Borrower agrees to pay and indemnify each Certificate Holder in respect of any present or future stamp or documentary Taxes or any other license, excise, registration, filing or property Taxes imposed by any governmental authority which arise from (i) the execution, delivery, registration, filing, recording or perfection of any security interest of or in connection with this Agreement or other Operative Documents (other than any such Taxes attributable to a voluntary transfer of a Certificate by such Certificate Holder) or (ii) in connection with an Event of Default.

(vi)   The Borrower further agrees that any payment or indemnity pursuant to this Section 7(d) shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any federal, state, or local government or taxing authority in the United States, or under the laws of any other country or any taxing authority or governmental subdivision of such country, or any territory or possession of the United States, or any international authority, shall be equal to the amount the recipient would have received in the absence of the imposition of such Taxes.

(vii)   If by reason of (x) any U.S. Withholding Taxes with respect to which a payment or indemnity was made or paid by the Borrower to or on behalf of a Certificate Holder under clause (a) of Section 7(d)(ii), or (y) any additional payments to a Certificate Holder pursuant to Section 7(b), 7(c) or Section 7(d)(vi) with respect to Taxes resulting from payment or indemnification of an Expense or from payment or indemnification pursuant to this Section 7(d) on an after-tax basis, such Certificate Holder realizes a net tax savings (by means of a credit, deduction or otherwise), such Certificate Holder shall pay to the Borrower, as promptly as practicably after the realization of such net tax saving, the amount of such net tax saving together with any additional tax saving realized as a result of such payment (it being understood that the amount and timing of the realization of such tax saving shall be reasonably determined by such Certificate Holder in good faith).

(e)   Interest .  The Borrower will pay to each Indemnitee within 3 Business Days, to the extent permitted by applicable law, interest on any amount of indemnity not paid when due pursuant to this Section 7 until the same shall be paid, at the Past Due Rate.

(f)   Indenture Trustee’s Fees. The Borrower agrees to pay the initial and reasonable annual trustee fees of the Indenture Trustee for acting as such, as set forth in the separate agreement between the Borrower and the Indenture Trustee.

Section 8.   Representations, Warranties and Covenants.

(a)   Reregistration .  (i)  The Indenture Trustee and each Certificate Holder each agrees that if the Borrower requests a change of registration pursuant to Section 3.01 of the Trust Indenture, it will take all such action reasonably requested by the Borrower in order to effect such a change in registration, including the execution and delivery of such documents and instruments as may be necessary or advisable in connection therewith.

(ii)   All costs and expenses (including reasonable legal fees and expenses) of the Certificate Holders and the Indenture Trustee incurred in connection with any such change of registration shall be for the account of the Borrower.  Such costs and expenses, to the extent incurred, shall include the following:  (w) the reasonable fees and disbursements of United States counsel and counsel in the country of registry; (x) filing or recordation fees, taxes or similar payments incurred in connection with the registration of the Aircraft and the creation and perfection of the security interest therein; (y) any costs and expenses incurred in connection with any UCC filings and Cape Town Convention registrations necessary to continue the perfection of the security interest of the Trust Indenture in the Aircraft and the Indenture Estate; and (z) any other costs, expenses or taxes, whether initial or continuing, incurred by the Indenture Trustee or the Certificate Holders as a result of the registration of the Aircraft, or the creation of the security interest therein, under the country of registry other than the United States.

(iii)   If the Aircraft has been registered in a country other than the United States pursuant to the terms and conditions of the Trust Indenture, Borrower will furnish to the Indenture Trustee (but no more than once per year and only if in any Certificate Holder’s reasonable business judgment such an opinion is necessary or otherwise desirable, supported by a priority search certificate issued by the International Registry), an opinion of special counsel selected by Borrower and reasonably satisfactory to the Certificate Holders stating that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, registration, rerecording, and refiling of the Operative Documents and any supplements and amendments thereof, including, if applicable, any filings with the International Registry, as is necessary to establish, perfect, and protect Indenture Trustee’s respective right, title and interest in and to the Aircraft and the Operative Documents, reciting the details of such actions, or (ii) no action is necessary to maintain the perfection of the security interest created by the Trust Indenture.

(b)   Use of Plan Assets .  Each Certificate Holder severally represents, warrants and covenants that it is not acquiring and will not hold its interest in any Loan Certificate(s) or any interests represented thereby with the assets of any “employee benefit plan” as defined in Section 3(3) of ERISA, or any “plan” as defined in Section 4975(e)(1) of the Code.

(c)   Borrower Merger .  The Borrower shall not, without the prior written consent of the Indenture Trustee and each Certificate Holder (such consent not to be unreasonably withheld or delayed), enter into a merger, consolidation, sale or other transaction or series of transactions (whether related or not) to sell, transfer or otherwise dispose of all or any substantial part of its business.

(d)   U.S. Air Carrier .  The Borrower covenants and agrees that at all times it will be an U.S. Air Carrier.

(e)   Indenture Trustee Liens .  The Indenture Trustee covenants and agrees that it shall not cause or permit to exist any Indenture Trustee Lien.  Indenture Trustee further covenants and agrees that it shall not assign, discharge, or consent to the assignment or discharge of any international interest registered with the International Registry vested in Indenture Trustee pursuant to the Trust Indenture (or pursuant to an assignment to Indenture Trustee of an international interest vested in Borrower pursuant to any assigned Lease) except (i) if an Event of Default has occurred and is continuing or (ii) as otherwise expressly provided in the Operative Documents.

(f)   Indenture Trustee Representations .  The Indenture Trustee represents and warrants that as of the Closing Date:

(i)   it is a “citizen of the United States” as defined in 49 U.S.C. §40102(a)(15), it will notify promptly all parties to this agreement if in its reasonable opinion its status as a “citizen of the United States” is likely to change and that it will resign as the Indenture Trustee as provided in Section 13.01 of the Trust Indenture if it should cease to be a “citizen of the United States,” as so defined;

(ii)   it is a national banking association company duly organized and validly existing in good standing under the laws of the United States and has the corporate power and authority to enter into and perform its obligations under the Trust Indenture and this Agreement and to authenticate the Loan Certificate(s) to be delivered on the Closing Date;

(iii)   the Operative Documents to which it is a party, and the authentication of the Loan Certificate(s) to be delivered on the Closing Date, have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal law or regulation relating to its banking or trust powers or contravene or result in any breach of, or constitute any default under its charter or bylaws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected; and

(iv)   each of the Operative Documents to which it is a party, has been duly executed and delivered by it and, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms.

(g)   Assignment of Loan Certificates.   Each Certificate Holder covenants and agrees that such Certificate Holder will not sell, assign, convey, exchange or otherwise transfer any Loan Certificate or any interest in (or represented by) any Loan Certificate except as provided in this Section 8(g).  Any Certificate Holder may assign or transfer all, or if less than all, a portion equal to at least [***] in the aggregate face amount of any of its Certificates to one or more Eligible Assignees (an “ Assignment ”).  At the time of each assignment pursuant to this Section to a Person which is not already a Certificate Holder hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the assignee Certificate Holder shall provide to the Borrower and the Indenture Trustee the forms described in Section 2.03 of the Trust Indenture.  Upon the effectiveness of such assignment, the assignee shall be deemed to be a Certificate Holder for all purposes of this Agreement and the other Operative Documents to the extent of the interests so assigned.

The foregoing provisions are not intended to apply to any participation or risk participation.

(h)   Securitization Cooperation.   In addition to the foregoing, if a Certificate Holder desires to assign or transfer any part of its Certificate to a special purpose vehicle (“ SPV ”), as part of an overall transaction pursuant to which the SPV issues notes, other evidences of indebtedness, trust certificates or other beneficial interests in the SPV to investors to fund its purchase of such Certificate (a “ Securitization ”), the Borrower agrees to cooperate reasonably with any such Securitization.

Section 9.   Certain Covenants of the Borrower .  The Borrower covenants and agrees with each party hereto as follows:

(a)   The Borrower will, at its cost and expense, cause to be done, executed, acknowledged and delivered all and every such further acts, conveyances and assurances as any Certificate Holder shall reasonably require for accomplishing the purposes of this Agreement and the other Operative Documents; provided that any instrument or other document so executed by the Borrower will not expand any obligations or limit any rights of the Borrower in respect of the transactions contemplated by any Operative Documents.

(b)   The Borrower, at its expense, will cause the Trust Indenture, all Trust Indenture Supplements and all amendments to the Trust Indenture to be promptly filed and recorded, or filed for recording, to the extent permitted under the Federal Aviation Act, or required under any other applicable law of the jurisdiction where the Aircraft is registered.  The Borrower agrees to furnish the Indenture Trustee and the Certificate Holders with copies of the foregoing documents with recording data as promptly as practicable following the issuance of same by the FAA.  Further, Borrower will cause, subject to receipt of any necessary consent, the registration with the International Registry of the applicable international interests in the Airframe or and each Engine attributable to the Trust Indenture and, if required by the Operative Documents, any Lease.  Borrower shall pay all reasonable costs and expenses associated with the foregoing.

(c)   Borrower will take or cause to be taken such action with respect to the recording, filing, re-recording and re-filing of the FAA Bill of Sale, the Trust Indenture, the Trust Supplement, and any financing statements or other instruments or, if required by the terms of the Operative Documents, registrations with the International Registry, as are necessary to maintain, so long as the Trust Indenture is in effect, the perfection of any security interest that may be claimed to have been created by the Trust Indenture or will furnish to Indenture Trustee timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable it to take such action.  Except as otherwise provided in the Operative Documents, Borrower shall pay all reasonable costs and expenses associated with the foregoing.

(d)   The Borrower shall pay all reasonable fees and expenses incurred by the Indenture Trustee and the Certificate Holders incurred after the Closing Date in connection with any supplements or amendments of the Operative Documents (including, without limitation, any related recording costs) which are requested by the Borrower.

(e)   The Borrower shall promptly give written notice to the Certificate Holders of any cancellation of the [***] Agreement.  The Borrower also agrees to provide access to the Original Certificate Holder to review copies of the [***] Agreement and any amendments thereto, at any time during the term of the Loan, upon prior written notice to the Borrower and during normal business hours.

Section 10.   Notices .  All notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, or by facsimile or electronic mail, or by prepaid courier service, and shall be deemed to be given for purposes of this Agreement on the day that such writing is delivered, in accordance with the provisions of this Section 10.

Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 10, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective address (or to their respective facsimile numbers) as follows:  (a) if to the Borrower or the Indenture Trustee, to the respective addresses set forth in Section 15.06 of the Trust Indenture, (b) if to the Original Certificate Holder, to the address set forth on Schedule I hereto, or (c) if to any subsequent Certificate Holder, addressed to such Certificate Holder at its address set forth in the Certificate Register maintained pursuant to the Trust Indenture, provided that any Person may change its address (or facsimile number) then in effect under this Section by written notice given to all other parties specified in clauses (a), (b) and (c).

Section 11.   Miscellaneous; Governing Law.

(a)   Each Certificate Holder covenants and agrees that it shall not unreasonably withhold its consent to any consent requested of the Indenture Trustee under the terms of the Trust Indenture which by its terms is not to be unreasonably withheld by the Indenture Trustee.

(b)   The representations, warranties, indemnities and agreements of the Borrower, the Indenture Trustee and each Certificate Holder provided for in this Agreement and each party’s obligations under any and all thereof, shall survive the execution and delivery of this Agreement and the other Operative Documents and the making of the Loan hereunder.

(c)   This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.  Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by the party or parties thereto.  This Agreement shall in all respects be governed by, and construed in accordance with, the law of the State of New York, including all matters of construction, validity and performance.

(d)   This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and permitted assigns including each successive Certificate Holder whether or not an express assignment to any such holder of rights under the Agreement has been made provided that Borrower may not assign or transfer its rights and obligations under this Agreement without Indenture Trustee’s prior written consent not to be unreasonably withheld or delayed.

(e)   No Certificate Holder shall have any obligation or duty to the Borrower, or to other Persons with respect to the transactions contemplated hereby except those obligations or duties of such Certificate Holder expressly set forth in this Agreement and the other Operative Documents and no Certificate Holder shall be liable for performance by any other party hereto of such other party’s obligations or duties hereunder.

(f)   Any reference herein to an approval, consent or waiver to be given by the Certificate Holders shall be deemed hereunder to be an approval, consent or waiver, as the case may be, of a Majority in Interest of Certificate Holders.

(g)   EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(h)   Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Operative Document, or for recognition or enforcement of any judgment, and each of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Operative Documents against any other party hereto, or such party’s properties, in the courts of any jurisdiction.

(i)   Each party to this Agreement as to itself hereby agrees that if pursuant to the terms of the Operative Documents an assignment, registration, discharge or release is to be made with the International Registry and a registration or consent by such party is required to give effect thereto, such party shall upon request make or consent to such assignment, registration, discharge or release.

Section 12.   Invoices and Payment of Expenses .  Each of the Indenture Trustee and the Certificate Holders shall promptly submit to the Borrower for payment copies of invoices of the Transaction Expenses (as defined below) as they are received.  The Borrower shall promptly, but in no event later than 30 days after receipt of such invoices, pay all Transaction Expenses.  For the purposes hereof, “ Transaction Expenses ” means (i) with respect to the closing on the Closing Date, the reasonable and actual fees, expenses and disbursements of Crowe & Dunlevy, P.C., special FAA counsel in Oklahoma City (including filing fees associated with documents filed at the FAA or registrations made with the International Registry), Oklahoma; Vinson & Elkins, LLP, special counsel to the Borrower and Guarantor; Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., special Georgia counsel to the Borrower; Vedder Price, P.C., special counsel to the Certificate Holders (subject to the cap referred to in the Letter of Offer); and Ray, Quinney & Nebeker P.C., counsel to the Indenture Trustee, (ii) all fees and other charges payable to effect the recording or filing of UCC financing statements, (iii) the initial fee and reasonable and actual disbursements of the Indenture Trustee under the Trust Indenture and (iv) each Certificate Holder’s reasonable out-of-pocket costs and expenses relating to the negotiation and closing of this transaction, including travel expenses.

Section 13.   Section 1110 Compliance .  Notwithstanding any provision herein or elsewhere contained to the contrary, it is understood and agreed among the parties hereto that the transactions contemplated by this Loan Agreement, and the other Operative Documents are expressly intended to be, shall be and should be construed so as to be, entitled to the full benefits of Section 1110 of the Bankruptcy Code, as amended from time to time, and any successor provision thereto.

Section 14.   Confidentiality .  Each of the Certificate Holders and the Indenture Trustee covenants and agrees to keep confidential, and not to disclose to any third parties, Annexes A and B to the Trust Indenture and all non-public information received by it from the Borrower pursuant to the Operative Documents, including any insurance report received pursuant to Article VI of the Trust Indenture, provided that such information may be made available:  (1) to prospective and permitted transferees of a Certificate Holder’s Loan Certificates or the Indenture Trustee’s respective interest in the Aircraft, who agree to hold such information confidential, (2) to any Certificate Holder’s counsel or independent certified public accountants, independent insurance advisors or other agents who agree to hold such information confidential, (3) as may be required by applicable law or by any statute, court or administrative order or decree or governmental ruling or regulation (including, as to the Certificate Holder, any requirement that such information be disclosed by virtue of the Certificate Holder’s status as an agent of Her Majesty in Right of Canada or by virtue of any law, regulation, order-in-council, court or administrative order, or Canadian government policy or by virtue of any international agreement to which the government of Canada or Certificate Holder is a party, including without limitation, the WTO Subsidies and Countervailing Measures Agreement), (4) in the case of any Certificate Holder, to any bank examiner or other similar regulatory authority or (5) in the case of the Original Certificate Holder, to the government of Canada and may make publicly available (i) the name of the Borrower and the Guarantor, (ii) the financial service provided, (iii) a general description of the commercial transaction, (iv) the amount of the Financed Amount in approximate Canadian dollar range and (v) the name of the Manufacturer.

Section 15.   Quiet Enjoyment .  The Indenture Trustee and each Certificate Holder each agrees that it will not (and will not permit any of its Affiliates or any Person claiming by, through or under it to) take any action contrary to, or otherwise interfere with, the Borrower’s or, provided that any Lease is subject and subordinate to the Trust Indenture, any Lessee’s quiet enjoyment of the use and possession of the Aircraft and the Indenture Estate so long as no Event of Default shall have occurred and be continuing under the Trust Indenture.

IN WITNESS WHEREOF , the parties hereto have caused this Loan Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

____________, 20__

1.   Pursuant to Section 3(a) of the Loan Agreement, Borrower hereby notifies you of the scheduled Closing in accordance with the following parameters:

(1)   Aircraft MSN:  _______

(2)   Scheduled Closing Date:  ______________, 2008

(3)   Financed Amount: US$                                                                           

(4)   Interest Rate:  Fixed Rate

2.   Please distribute the proceeds of the Financed Amount as follows: [Insert payment instructions]

This Certificate, effective as of _________ __, 2007, is given pursuant to Section 4(a)(xiv) of that certain Loan Agreement (________) dated as of _____________, 2008 (the “ Loan Agreement ”) among Pinnacle Airlines, Inc., as Borrower, each Certificate Holder from time to time thereto, and Wells Fargo Bank Northwest, National Association, as the Indenture Trustee.  Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

The undersigned officer of the [Pinnacle Airlines, Inc.] 1 [Pinnacle Airlines Corp.] 2 (the “ Company ”) hereby confirms and certifies that on effective date hereof, (A) the representations and warranties of the Company contained in [Section 7(a) to the Loan Agreement] 3 [Section 10 of the Guaranty] 4 are true and accurate as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and accurate on and as of such earlier date), (B) no event has occurred or is continuing which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Event of Default, [and] 5 (C) since December 31, 2006, there has been no material and adverse change in the financial or operational condition of the Company and no event or circumstance has occurred or is occurring which had or would be reasonably likely to have a Material Adverse Effect [and (D) no Event of Loss (or event which with the passage of time would become an Event of Loss) with respect to the Airframe or any Engine has occurred] 6 .

3 Insert for Borrower’s Certificate

4 Insert for Guarantor’s Certificate

5 Insert for Guarantor’s Certificate  

TRUST INDENTURE AND SECURITY AGREEMENT (_________) , dated as of __________________, 2008, between PINNACLE AIRLINES, INC. , a Georgia corporation   (the “ Borrower ”) and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION , a national banking association not in its individual capacity, except as expressly stated herein, but solely as Indenture Trustee hereunder (together with its successors hereunder in such capacity, the “ Indenture Trustee ”).

WHEREAS , all capitalized terms used herein shall have the respective meanings set forth or referred to in Article I hereof;

WHEREAS , the Borrower desires by this Trust Indenture, among other things (i) to provide for the issuance by the Borrower to the Certificate Holders of Certificates evidencing participation by the Certificate Holders in the Loan as provided in the Loan Agreement, and (ii) to provide for the assignment, mortgage and pledge by the Borrower to the Indenture Trustee, of the Indenture Estate hereunder, of the Borrower’s right, title and interest in and to the Aircraft and the payments and other amounts received in respect thereof in accordance with the terms hereof, as security for, among other things, the Borrower’s obligations to the Certificate Holders, and for the benefit and security of the Certificate Holders;

WHEREAS , all things have been done to make the Certificates, when executed by the Borrower and authenticated, issued and delivered hereunder, the valid obligations of the Borrower; and

WHEREAS , all things necessary to make this Indenture the valid, binding and legal obligation of the Borrower, for the uses and purposes herein set forth and in accordance with its terms, have been done and performed and have happened;

-- GRANTING CLAUSE --

NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT WITNESSETH , that, to secure (i) the prompt payment of the principal of and Break Amount (if any) and interest on, and all other amounts due with respect to, all Certificates from time to time outstanding hereunder and the performance and observance by the Borrower of all the agreements, covenants and provisions for the benefit of the Certificate Holders herein and in the Loan Agreement and the Certificates contained, and the prompt payment of any and all amounts from time to time owing hereunder and under the Loan Agreement and the other Operative Documents for the security and benefit of the Certificate Holders and the Indenture Trustee and (ii) the prompt payment of the Other Secured Obligations and the performance and observance by the Borrower of all the agreements, covenants and provisions of the Other Operative Documents for the security and benefit of the Other Secured Parties (clauses (i) and (ii) are referred to collectively herein as the “ Secured Obligations ”), and for the uses and purposes and subject to the terms and provisions hereof, and in consideration of the premises and of the covenants herein contained, and of the acceptance of the Certificates by the Holders thereof, and of the sum of $[***] paid to the Borrower by the Indenture Trustee at or before the delivery hereof, the receipt whereof is hereby acknowledged, the Borrower has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Indenture Trustee and its successors and assigns, a first priority security interest in and first mortgage lien upon, all right, title and interest of the Borrower in, to and under the following described property, rights and privileges (which collectively, including all property hereafter specifically subjected to the Lien of this Indenture by an Indenture Supplement or any other mortgage supplemental hereto, shall constitute the “ Indenture Estate ”), to wit:

1.            the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Borrower shall from time to time acquire title as provided herein, all as more particularly described in the Indenture Supplement executed and delivered with respect to the Aircraft or any such replacements or substitutions therefor, as provided in this Indenture, and all records, logs, manuals, data and inspection, modification and overhaul records and other documents at any time maintained with respect to the foregoing property;

2.            (i) the Aircraft Warranties and the Engine Warranties and (ii) the Bills of Sale, in each case to the extent the same relate to continuing rights of the Borrower in respect of any warranty, indemnity or agreement, express or implied, as to title, materials, or workmanship, with respect to the Airframe or the Engines (reserving to the Borrower, however, all of the Borrower’s other rights and interest in and to the Purchase Agreement), together in each case under this clause 2 with all rights, powers, privileges, options and other benefits of the Borrower thereunder (subject to such reservation) with respect to the Airframe or the Engines, including, without limitation, the right to make all waivers and agreements, to give and receive all notices and other instruments or communications, to take such action upon the occurrence of a default thereunder, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted thereby or by law, and to do any and all other things which the Borrower is or may be entitled to do thereunder (subject to such reservation), subject, with respect to the Aircraft Warranties and the Engine Warranties, to the terms and conditions of the Manufacturer Consent and the Engine Consent and Agreement;

3.            each Lease, to the extent assigned under any lease assignment pursuant to Section 3.03(g), together with all rights, powers, privileges, options and other benefits thereunder, including the right to receive and collect all payments thereunder and to make all waivers and agreements, to give and receive notices, and to take all action thereunder or in respect thereof, as and to the extent provided in the applicable lease assignment;

4.            all insurance and requisition proceeds with respect to the Aircraft, but excluding all proceeds of, and all rights under, any insurance maintained by the Borrower pursuant to Section 6.02 and not required under Section A or B of Annex B;

5.            all monies and securities deposited or required to be deposited with the Indenture Trustee pursuant to any term of this Indenture and required to be held by the Indenture Trustee hereunder; and

6.            all proceeds of the foregoing.

Any and all properties referred to in this Granting Clause which are hereafter acquired by the Borrower, shall, without further conveyance, assignment or act by the Borrower or the Indenture Trustee thereby become and be subject to the security interest hereby granted as fully and completely as though specifically described herein.

Notwithstanding any of the foregoing provisions of this Granting Clause , so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the right, to the exclusion of the Indenture Trustee, the Certificate Holders and the Other Secured Parties, (i) to quiet enjoyment of the Aircraft, the Airframe and the Engines and to possess, use, retain and control the Aircraft, the Airframe and the Engines and the Indenture Estate, and all revenues, income and profits derived therefrom and (ii) with respect to the agreements and instruments included in the Indenture Estate pursuant to clauses 2 and 3 of the Granting Clauses (the “ Assigned Agreements ”), to exercise in the Borrower’s name all rights and powers of the Borrower under the Assigned Agreements and to retain any recovery or benefit resulting from the enforcement of any warranty or indemnity or other obligation under the Assigned Agreements; provided , further , that upon the occurrence and continuation of an Event of Default, the Indenture Trustee shall be entitled to enter into any amendment, modification, supplement, rescission, cancellation or termination of the Assigned Agreements.

TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Certificate Holders, and for the uses and purposes and subject to the terms and provisions set forth in this Indenture.

The Borrower does hereby constitute the Indenture Trustee the true and lawful attorney of the Borrower (which appointment is coupled with an interest), irrevocably, with full power (in the name of the Borrower or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of all property which now or hereafter constitutes part of the Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises; provided that the Indenture Trustee agrees not to exercise such power of attorney unless an Event of Default shall be continuing.

The Borrower does hereby warrant and represent that (except as permitted herein) it has not assigned or pledged any of its right, title, and interest hereby assigned to anyone other than the Indenture Trustee.

IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Section 1.01   Definitions .  For all purposes of this Indenture the following terms shall have the following meanings (such definitions to be equally applicable to both the singular and plural forms of the terms defined).  Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time in accordance with the applicable provisions thereof and of the other Operative Documents.  Unless otherwise specified, Section and Article references are to Sections and Articles of this Indenture:

“ Actual Knowledge ” means, with respect to any Person, actual knowledge of a President, Vice President, Director or more senior officer of such Person, or any other officer of such Person having responsibility for the transactions contemplated by the Operative Documents; provided that each party shall be deemed to have “Actual Knowledge” of any matter as to which it has received notice in accordance with Section 10 of the Loan Agreement or Section 15.06 of this Trust Indenture.

“ Additional Costs ” has the meaning assigned thereto in Section 2.15 hereof.

“ Administration Fee ” has the meaning set forth in Section 1(c) of the Loan Agreement.

“ Additional Insured(s) ” means the Indenture Trustee, the Holders and the Borrower in its capacity as lessor under any Lease together with their respective officers, directors, employees, servants, agents, successors and assigns.

“ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or under common control with, such Person.  The term “control” means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ After-tax Basis ” means, with respect to any payment to be received or accrued by any Person, the amount of such payment adjusted, if necessary, so that such payment, after taking into account all Taxes payable to any taxing authority as a result of the receipt or accrual of such payments and any savings in Taxes with respect to the indemnified Taxes or other liability in respect of which such payment is due, shall be equal to the payment to be received or accrued.

“ Aircraft ” means the Airframe (including all Buyer Furnished Equipment) together with the two (2) Engines whether or not such Engines are installed on the Airframe or any other airframe, and, where the context permits, all logs, manuals and data and inspection, modification and overhaul records maintained with respect to the foregoing property.

“ Aircraft Warranties ” means all warranties and assurances, including rights to intellectual property necessary for the operation of the Aircraft; relating to the Aircraft and related equipment manufactured by the Manufacturer contained in Article 1 of Annex B of the Purchase Agreement.

“ Airframe ” means:  (i) the Bombardier ___________ aircraft (excluding Engines or engines specified by United States Registration Number and Manufacturer’s Serial Number in the Trust Indenture Supplement; (ii) any and all related Parts; and (iii) any replacement airframe which may be substituted for the Airframe then subject to this Indenture pursuant to Section 5.01 hereof, provided that at such time as a Replacement Airframe shall be so substituted, such replaced Airframe shall cease to be the Airframe under the Trust Indenture.

“ Applicable Margin ” has the meaning set forth in Section 1(d) of the Loan Agreement.

“ Applicable Rate ” means, [***].

“ Assigned Warranties ” means the Aircraft Warranties and the Engine Warranties.

“ Bills of Sale ” means the FAA Bill of Sale and the Warranty Bill of Sale.

“ Break Amount ” means, as at any date of determination, Make-Whole Amount.

“ Business Day ” means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Memphis, Tennessee, Ottawa, Canada, the city and state in which the Corporate Trust Office is located or New York, New York.

“ Buyer Furnished Equipment ” means the equipment purchased by Borrower and supplied to the Manufacturer to be incorporated into the Aircraft as contemplated by the Purchase Agreement.

“ Cape Town Convention ” means collectively, the official English language texts of the Convention on International Interests in Mobile Equipment (the “ Convention ”) and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the “ Protocol ”), both signed in Cape Town, South Africa on November 16, 2001, together with any protocols, regulations, rules, orders, agreements, instruments, amendments, supplements, revisions or otherwise that have or will be subsequently made in connection with the Convention or the Protocol by the “Supervisory Authority” (as defined in the Consolidated Text), the International Registry or “Registrar” (as defined in the Consolidated Text) or any other international or national, body or authority, all as in effect in the United States or other relevant Contracting State (as used in the Consolidated Text).  All references to articles or sections of the Cape Town Convention shall mean the article or section of the Consolidated Text. Except to the extent otherwise defined in the Operative Documents, terms used in the Operative Documents that are defined in the Cape Town Convention shall when used in relation to the Cape Town Convention have the meanings ascribed to them in the Cape Town Convention.

“ Certificate ” and “ Loan Certificate ” means a Loan Certificate issued pursuant to Section 2.02(a) and any such certificates issued in exchange or replacement therefor pursuant to Section 2.08 or 2.09.

“ Certificate Holder ”, “ Holder ” or “ holder ” means, at any time, any registered holder of one or more Certificates, as reflected in the Certificate Register.

“ Certificate Register ” has the meaning specified in Section 2.08.

“ Change in Control ” means the occurrence of a “Change in Control” as defined in the Indenture dated as of February 8, 2005 between Guarantor and Deutsche Bank National Trust Company in respect of Guarantor’s 3¼% Senior Convertible Notes due 2025, requiring the repurchase of such Notes, at the option of the holders thereof, and which repurchase would result in the Guarantor’s consolidated unrestricted cash, cash equivalents and short-term investments balance (determined in accordance with GAAP) to fall below $[***].

“ Civil Reserve Air Fleet Program ” or “ CRAF ” means the Civil Reserve Air Fleet Program administered by the United States Government or any substantially similar program.

“ Closing ” means the time at which the Loan has been delivered to Borrower or its designee.

“ Closing Date ” means the date of the initial Trust Indenture Supplement for the Aircraft, which date shall be the date of the Closing (provided, that if the last sentence of Section 3(c) of the Loan Agreement is applicable, for purposes of the definitions of “Interest Payment Date” and “Interest Period”, Closing Date shall mean the date from which the Loan accrues interest pursuant to such sentence).

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provision of succeeding law).

“ Consolidated Text ” means the combination of the Convention or the Protocol (each as defined in the definition of Cape Town Convention) that was authorized and created pursuant to Resolution No. 1 adopted by the Cape Town Diplomatic Conference and any reference to a provision of the Consolidated Text is a reference to the provision of the Convention or the Protocol from which it is derived.

“ Corporate Trust Office ” means the principal office of the Indenture Trustee located at MAC: U1228-120, 299 South Main Street, 12th Fl., Salt Lake City, UT 84111, or such other office at which the Indenture Trustee’s corporate trust business shall be administered and which the Indenture Trustee shall have specified by notice in writing to the Borrower and each Certificate Holder.  The Indenture Trustee’s bank account and wiring details at the Corporate Trust Office are set forth on Schedule I to the Loan Agreement.

“ Default ” means any event which with the giving of notice or the lapse of time or both if not timely cured or remedied would become an Event of Default pursuant to Article VIII.

“ Delta Connection Agreement ” the Delta Connection Agreement dated as of April 27, 2007 among Borrower, Guarantor and Delta Air Lines, Inc., as the same may be amended, restated or otherwise modified from time to time (or such other code share agreement or similar agreement with another major airline (which is a U.S. Air Carrier) consistent with industry standards and acceptable to the Majority in Interest of Certificate Holders, such consent not to be unreasonably withheld or delayed).

“ Dollars ”, “ Dollar ” and “ $ ” means the lawful currency of the United States of America.

“ EDGAR ” means the Electronic Data Gathering Analysis & Retrieval computer system for the receipt, acceptance, review and dissemination of documents submitted to the United States Securities and Exchange Commission in electronic format.

“ Eligible Account ” means an account established by and with an Eligible Institution acting at the request of the Indenture Trustee, which institution agrees, for all purposes of the UCC including Article 8 thereof, that (a) such account shall be a “securities account” (as defined in Section 8-501 of the UCC), (b) all property (other than cash) credited to such account shall be treated as a “financial asset” (as defined in Section 8-102(9) of the UCC), (c) the Indenture Trustee shall be the “entitlement holder” (as defined in Section 8-102(7) of the UCC) in respect of such account, (d) it will comply with all entitlement orders issued by the Indenture Trustee to the exclusion of the Borrower, and (e) the “securities intermediary jurisdiction” (under Section 8-110(e) of the UCC) shall be the State of New York.

“ Eligible Assignee ” means any commercial bank, financial institution or other Person organized under the laws of any country that is a member of the Organization for Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, provided that such bank, financial institution or other Person is acting through a branch, agency or Affiliate located in the country in which it is organized or another country that is also a member of the OECD.

“ Eligible Institution ” means a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured debt rating from Moody’s Investors Service, Inc. of at least A-2 and Standard & Poor’s Ratings Services of at least A, or its equivalent.

“ Engine ” means (i) each of the two (2) ___________ Model _______ engines listed by manufacturer’s serial numbers in the initial Trust Indenture Supplement, whether or not from time to time installed on the Airframe or any other airframe; (ii) any Replacement Engine which may from time to time be substituted for any Engine pursuant to the terms hereof; and (iii) in each case, any and all related Parts.  The term “ Engines ” means, as of any date of determination, both Engines then subject to the lien hereof.  At such time as a Replacement Engine shall be substituted for an Engine pursuant to the terms hereof, such replaced Engine shall cease to be an Engine hereunder.

“ Engine Consent and Agreement ” means the Engine Consent and Agreement, dated as of the date of the Loan Agreement, between the Engine Manufacturer and the Indenture Trustee.

“ Engine Manufacturer ” means ______________, or any successor division, subsidiary or affiliate thereof.

“ Engine Warranties ” means all warranties and assurances, including rights to intellectual property necessary for the operation of the Engines, relating to the Engines and related equipment manufactured by the Engine Manufacturer.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Event of Default ” has the meaning specified in Article VIII hereof.

“ Event of Loss ” with respect to the Aircraft, Airframe or any Engine means any of the following events with respect to such property:  (i) the loss of such property, or of the use thereof, due to the destruction of or damage to such property which renders repair uneconomical or which renders such property permanently unfit for normal use by the Borrower for any reason whatsoever; (ii) any damage to such property which results in the receipt of insurance proceeds with respect to such property on the basis of an actual, constructive or compromised total loss; (iii) theft, hijacking or disappearance of such property for a period in excess of 30 consecutive days (or, if earlier, the date on which the Borrower has confirmed to the Indenture Trustee in writing that it cannot recover such property); (iv) the confiscation, condemnation, or seizure of, or requisition of title to, or use of, such property by any governmental or purported governmental authority (other than a requisition of use (but not title) by a Permitted Government Entity or any agency or instrumentality thereof which bears the full faith and credit of such Permitted Government Entity); (v) as a result of any law, rule, regulation, order or other action by the FAA or other similar governmental body of the government of registry of the Aircraft having jurisdiction, use of such type of property in the normal course of the business of air transportation shall have been prohibited for a period of twelve (12) consecutive months provided that no Event of Loss shall be deemed to have occurred if such prohibition has been applicable to the Borrower’s entire fleet of Bombardier Model ____________ aircraft and the Borrower, prior to the expiration of such 12 month period, shall have conformed at least one (1) of such aircraft in its fleet and shall have commenced regular commercial use of the same and shall be diligently carrying forward, in a manner which does not discriminate against the Aircraft, all steps which are necessary or desirable to permit the normal use of the Aircraft by the Borrower and all such steps necessary or desirable to permit such use are capable of being completed and are completed within another [***]; (vi) any event treated as an Event of Loss pursuant to Section 3.03(d) hereof and (vii) the requisition of title to such property by any governmental or purported governmental authority (other than a requisition of use (but not title) by a Permitted Government Entity or any agency or instrumentality thereof which bears the full faith and credit of such Permitted Government Entity).

An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to the Airframe.

“ Expense ” or “ Expenses ” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, reasonable out of pocket costs, expenses and disbursements (including reasonable legal fees and expenses) of whatever kind and nature but excluding Taxes, any amounts that would be included in Break Amount, and overhead of whatsoever kind and nature.

“ FAA Application for Registration ” means the application for registration of the Aircraft in the name of the Borrower filed with the FAA.

“ FAA Bill of Sale ” means a bill of sale conveying the Aircraft from Bombardier, Inc. to the Borrower on AC Form 8050-2 or such other form as may be approved by the FAA.

“ Federal Aviation Act ” means subtitle VII of Title 49 of the United States Code, or any successor provision.

“ Federal Aviation Administration ” and “ FAA ” mean the United States Federal Aviation Administration and any successor agency or agencies thereto.

“ FedWire ” means the funds transfer system used to transfer reserve balances for immediately available credit among the member banks of the United States Federal Reserve System.

“ Financed Amount ” with respect to a Loan Certificate, means the stated original amount (that is, principal) of such Loan Certificate, and, with respect to all the Loan Certificates, means the aggregate stated original amounts of such Loan Certificates, as the case may be, which shall, on the Closing Date, equal the amount of the Loan (as specified in Section 1(b) of the Loan Agreement).

“ Fixed Rate ” means a fixed rate of interest equal to the sum of (a) the interpolated semi-annual rate to “swap” floating debt to fixed rate debt (offer side) for loans with a maturity closest to the remaining weighted average life to maturity of the Loan at approximately 11:00 a.m. New York City time, two Business Days prior to the Closing Date (such interpolated semi-annual rate to be calculated on the rates posted on Telerate page 19901 (SEMI-BOND, column 5) or any substitute or replacement page providing the same service for the two closest available annual periods to the remaining weighted average life of the Loan) plus (b) the Applicable Margin plus (c) the Administration Fee.  Such Fixed Rate shall be determined by the Majority in Interest of Certificate Holders, which rate shall be conclusive except in the case of manifest error.

“ Fixed Rate Period ” means with respect to a Loan Certificate, any period during which the Applicable Rate is determined by reference to the Fixed Rate.

“ GAAP ” means the United States generally accepted accounting principles, consistently applied.

“ Guarantor ” means Pinnacle Airlines Corp., a Delaware corporation.

“ Guaranty ” means the Guaranty dated as of __________, 2008 from the Guarantor in favor of the Indenture Trustee and the Certificate Holders.

“ Indebtedness ” means (a) all amounts which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of Borrower as of the date on which Indebtedness is to be determined including indebtedness for borrowed money and (b) all indebtedness secured by any Lien on any property or asset owned or held by such person subject thereto, whether or not the indebtedness secured thereby shall have been assumed.

“ Indemnitee ” or “ Indemnitees ” means the Indenture Trustee, the Certificate Holders and each of their respective successors, permitted assigns, directors, officers, and employees.

“ Indenture ”, “ this Indenture ”, and “ the Trust Indenture ” mean this Trust Indenture and Security Agreement (__________), including any Trust Indenture Supplement and each other supplement from time to time entered into pursuant hereto.

“ Indenture Estate ” or “ Trust Indenture Estate ” means the “ Indenture Estate ” as defined in the Granting Clause hereof.

“ Indenture Supplement ”, “ Trust Supplement ” or “ Trust Indenture Supplement ” means a supplement to this Indenture substantially in the form of Exhibit A, which shall particularly describe the Airframe and Engines, or any Replacement Airframe or Replacement Engine, included in the property of the Borrower covered by this Indenture, or any other supplement hereto.

“ Indenture Trustee ” means Wells Fargo Bank Northwest, National Association, and any successor thereto in such capacity.

“ Indenture Trustee Liens ” means any Lien attributable to the Indenture Trustee with respect to the Aircraft, any interest therein, or any other portion of the Indenture Estate, arising as a result of (a) claims against the Indenture Trustee in its individual capacity not related to its interest in the Aircraft or the administration of the Indenture Estate pursuant to the Trust Indenture, (b) acts of the Indenture Trustee not permitted by, or failure of the Indenture Trustee to take any action required by, the Operative Documents, (c) Taxes against the Indenture Trustee or any of its Affiliates not required to be indemnified by Borrower under the Loan Agreement, or (d) claims against the Indenture Trustee arising out of the transfer by the Indenture Trustee of all or any portion of its interest in the Indenture Estate, other than a transfer pursuant to the exercise of remedies set forth in Article IX of the Trust Indenture.

“ Interest Payment Date ” means the day corresponding to the Closing Date in the sixth month following the month that includes the Closing Date and each subsequent anniversary of the Closing Date and such corresponding day (or if no date corresponds to such anniversary of the Closing Date, the last day of such month); provided that, if any such date shall not be a Business Day, then the relevant Interest Payment Date shall be the next succeeding Business Day [unless by virtue of such extension such date would fall in the next succeeding calendar month, in which case the relevant Interest Payment Date shall be the next preceding Business Day.

“ Interest Period ” means, (a) initially, the period commencing on the Closing Date and ending on (but excluding) the first Interest Payment Date, and (b) thereafter, each successive semiannual period commencing on the final day of the preceding Interest Period and ending on but excluding the next succeeding Interest Payment Date.

“ International Registry ” has the meaning set forth in the Consolidated Text.

“ Lease ” means any lease agreement permitted by the terms of Section 3.03 hereof.

“ Lessee ” means any air carrier permitted to lease the Aircraft, the Airframe or any Engine as provided in Section 3.03 hereof.

“ Letter of Offer ” means that certain Letter of Offer dated September 28, 2007 (REF 880-USA-40123-000) from Original Certificate Holder to Guarantor (as such Letter of Offer may be amended, modified or supplemented from time to time) relating to the financing of up to [***] aircraft.

“ Lien ” means any mortgage, pledge, lien, claim, encumbrance, lease, security interest or other lien of any kind on property.

“ Loan ” means the money borrowed on the Closing Date by the Borrower from the Certificate Holders.

“ Loan Agreement ” means that certain Loan Agreement (________), dated as of _______________, 2008, among the Borrower, the Certificate Holders and the Indenture Trustee as such Loan Agreement may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

“ Loan Certificate ” and “ Certificate ” means the Loan Certificate originally issued pursuant to Section 2.02 and any Loan Certificate issued in exchange therefor or replacement thereof pursuant to Section 2.08 or Section 2.09.

“ London Reference Banks ” means Bank of America, Citibank, N.A. and Deutsche Bank, AG and JP Morgan Chase Bank.

“ Maintenance Program ” means the maintenance program for the Aircraft of the Borrower or a Lessee which is approved by the government of registry of the Aircraft.

“ Majority in Interest of Certificate Holders ” means, as of any date of the determination thereof, the Holders of not less than a majority in aggregate outstanding principal amount of all Certificates as of such date.  For all purposes of the foregoing definition, in determining as of any date the then aggregate outstanding principal amount of Certificates, there shall be excluded any Certificate, if any, held by the Borrower or any of its Affiliates (unless Borrower and/or its Affiliates, as the case may be, own all Certificates then outstanding).

“ Make-Whole Amount ” means, with respect to the prepayment of any Certificate bearing interest at a Fixed Rate, an amount equal to the excess, if any, of (i) the present value, as of the date of the relevant prepayment of such Certificate, of the respective installments of principal of, and interest on, such Certificate that, but for such prepayment, would have been payable on each Interest Payment Date after such prepayment over (ii) the principal amount of such Certificate then being prepaid.  Such present value shall be determined by discounting the amounts of such installments from their respective Interest Payment Dates to the date of such prepayment at a rate equal to the sum of (a) the interpolated semi-annual rate to “swap” floating debt to fixed rate debt (offer side) for loans with a maturity closest to the remaining weighted average life to maturity of the Loan at 11:00 a.m. New York City time, two Business Days prior to the date of the relevant calculation of Make-Whole Amount (such interpolated semi-annual rate to be calculated on the rates posted on Telerate page 19901 (SEMI-BOND, column 5) or any substitute or replacement page providing the same service for the two closest available annual periods to the remaining weighted average life of the Loan) plus (b) the Make-Whole Margin.  Each holder of a Certificate will furnish to the Borrower and the Indenture Trustee a certificate setting forth the calculation and amount of the Make-Whole Amount with respect to its Certificate, which amount shall be conclusive absent manifest error.  In no event shall the Make-Whole Amount be less than zero.

“ Make-Whole Margin” has the meaning set forth in Section 1(e) of the Loan Agreement.

“ Manufacturer ” means Bombardier Inc., a Canadian corporation, represented by its Bombardier Aerospace Regional Aircraft Division.

“ Manufacturer Consent ” means the consent of the Manufacturer to the grant of a security interest pursuant to the Trust Indenture in the Aircraft Warranties.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, operations, properties, prospects or financial condition of the Borrower or Guarantor and their respective subsidiaries on a consolidated basis, or (ii) the ability of the Borrower or Guarantor to observe or perform its obligations, liabilities and agreements under the Credit Agreement or any other Operative Document to which it is a party.

“ Net Purchase Price ” means, with respect to the Aircraft, the net purchase price of such Aircraft as contained in the Purchase Agreement, less the amount of any credit memos, discounts, rebates or similar financial incentives that have the effect of reducing the purchase price of the Aircraft, as reasonably determined by the Original Certificate Holder.

“ Non-U.S. Person ” means any Person other than (i) a citizen or resident of the United States of America (for purposes of this definition, the “ United States ”), (ii) a corporation, partnership, limited liability company or other entity created or organized under the laws of the United States or any political subdivision thereof or therein or (iii) an estate or trust that is subject to United States federal income taxation regardless of the source of its income.

“ Operative Documents ” means the Loan Agreement, the Trust Indenture, any Indenture Supplement, the Loan Certificates, the Guaranty, the Bills of Sale, the Engine Consent and Agreement and the Manufacturer Consent, and any amendments, of supplements of any of the foregoing.

“ Original Certificate Holder ” means Export Development Canada.

“ Other Aircraft ” means each of the Bombardier ________ aircraft financed or to be financed pursuant to the Letter of Offer.

“ Other Loan Agreements ” means each loan agreement (other than the Loan Agreement) among, inter alia, Borrower and Original Certificate Holder, wherein Original Certificate Holder provides a direct loan to Borrower for the financing of any Other Aircraft.

“ Other Loan Certificates ” means the “Loan Certificates” as defined in each of the Other Trust Indentures.

“ Other Operative Documents ” means any document or instrument (including, without limitation, any credit agreement or loan agreement or other document or instrument relating to any indebtedness) entered into by Borrower and/or Guarantor with Original Certificate Holder, including without limitation, the Other Loan Agreements and the Pinnacle PDP Facility Agreements, provided that any such document or instrument shall only constitute an “Other Operative Document” so long as a Certificate Holder (or any Affiliate thereof) shall constitute a Lender, certificate holder or lessor (or direct or indirect beneficiary of any of the foregoing) in connection therewith.

“ Other Secured Obligations ” means any and all moneys, liabilities and obligations which are now or at any time hereafter may be expressed to be due, owing or payable by the Borrower or the Guarantor, actually or contingently, with another or others, as principal or surety, on any account whatsoever under any Other Operative Document or as a consequence of any breach, non-performance, disclaimer or repudiation by Borrower or Guarantor (or by a liquidator, receiver, administrative receiver, administrator, or any similar officer in respect of the Borrower or Guarantor) of any of the Borrower’s or Guarantor’s obligations to the Other Secured Parties under any Other Operative Document.

“ Other Secured Parties ” means the “Certificate Holders,” “Indenture Trustee” and/or “Lender” as defined in each of the Other Operative Documents (and any similarly situated party under any other financing included in Other Operative Documents).

“ Other Trust Indentures ” means each “Trust Indenture” as defined in each of the Other Loan Agreements.

“ Parts ” means all appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than complete Engines or engines), which are from time to time incorporated or installed in or attached to the Airframe or any Engine and all such items which are subsequently removed therefrom so long as the Lien of this Trust Indenture shall cover the same pursuant to the terms hereof.

“ Past Due Rate ” means a per annum rate equal to the Applicable Rate plus [***], calculated on the basis of a year of twelve 30-day months during the Fixed Rate Period compounded semi-annually.

“ Permitted Government Entity ” means (i) the U.S. Government or (ii) the national government of Canada, France, Switzerland, the Netherlands, Germany, the United Kingdom or Japan or any instrumentality or agency thereof that is backed by the full faith and credit of such national government, if the Aircraft is then registered under the laws of such country.

“ Permitted Investments ” means those investments described in Section 12.01 hereof.

“ Permitted Lien ” shall have the meaning set forth in Section 7.01 hereof.

“ Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Pinnacle Event ” shall mean the termination or cancellation of the airline service agreement between Borrower and Northwest Airlines, Inc.

“ Pinnacle PDP Facility Agreements ” means the Credit Agreement dated as of September 28, 2007 between Borrower and Original Certificate Holder, together with all other documents and/or instruments entered into in connection therewith, including, without limitation, the Guaranty of the Guarantor dated as of September 28, 2007.

“ Plan ” means an “employee benefit plan” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any “plan” (as such term is defined in Section 4975(e)(1) of the Code) which has been established or maintained or contributed to by the Borrower or an Affiliate that, together with the Borrower, is treated as a single employer under Section 414(b), (c) or (m) of the Code.

“ Purchase Agreement ” means those provisions of Purchase Agreement No. 597-B dated as of April 26, 2007 together with the exhibits, amendments and supplements from time to time related thereto but only insofar as the foregoing relates to the Aircraft, and the related letter agreements; together with the Assignment and Assumption Agreement dated April 26, 2007 among Delta Air Lines, Inc. (“ Delta ”), Borrower, Guarantor and the Manufacturer pursuant to which Delta assigned all of its right, title and interest in and to such Purchase Agreement (insofar as it relates to the Aircraft) to Borrower.

“ Registrations ” shall have the meaning set forth in Section 4(a)(viii)(2)(B) of the Loan Agreement.

“ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“ Regulatory Change ” means, with respect to any Certificate Holder, any change that occurs after the date of the Indenture in Federal, state or foreign law or regulations (including Regulation D) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks or financial institutions including such Certificate Holder of or under any Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful so long as compliance therewith is standard banking practice in the relevant jurisdiction) by any court or governmental or monetary authority charged with the interpretation or administration thereof.  For the avoidance of doubt, the coming into effect of any applicable law or regulations, policies, orders, directives or guidelines issued by any governmental body, monetary authority or other regulatory organization (whether or not having the force of law) with respect to, arising out of, or in connection with the matters discussed and/or set forth in the proposals set forth in the June 1999 Consultative Paper issued by the Basle Committee or Banking Supervision (as modified, supplemented, revised and/or superseded by any subsequent proposal, consultative paper or other document) shall be deemed a Regulatory Change.

“ Replacement Aircraft ” means any aircraft substituted for the Aircraft pursuant to Section 5.01.

“ Replacement Airframe ” means any airframe substituted for an Airframe pursuant to Section 5.01.

“ Replacement Engine ” means any engine substituted for an Engine pursuant to Section 5.01 or 5.02.

“ Requisite Portion ” means, with respect to any prepayment of a Loan Certificate (or Drawings), [***] in the case of a Pinnacle Event and [***] in the case of a Change in Control.

“ Reserve Requirement ” means, for any Loan Certificate, the average maximum rate at which reserves (including, without limitation, any marginal, supplemental or emergency reserves) are required to be maintained during the Interest Period in respect of such Certificate under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding one billion Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).  Without limiting the effect of the foregoing, the Reserve Requirement includes any other reserves required to be maintained by such member banks by reason of any Regulatory Change with respect to (i) any category of liabilities that includes deposits by reference to which the LIBO Rate is to be determined or (ii) any category of extensions of credit or other assets that includes the Certificates.

“ Section 1110 ” means 11 U.S.C. § 1110 of the Bankruptcy Code or any successor section of the federal bankruptcy Law in effect from time to time.

“ Secured Obligations ” has the meaning assigned thereto in the Granting Clauses.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Special Default ” means a Default under any of Section 8.01, 8.02, 8.06 or 8.07 hereof.

“ Tax ” or “ Taxes ” means any and all fees (including, without limitation, license, documentation and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value added, property (tangible and intangible), excise and stamp taxes), licenses, levies, imposts, duties, recording charges or fees, charges, assessments, or withholdings of any nature whatsoe