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EXHIBIT 10.5
NEGATIVE PLEDGE AGREEMENT
THIS NEGATIVE PLEDGE AGREEMENT, dated this the 16th day of June,
2005,
made by PINNACLE AIRLINES, INC., a Georgia
corporation, party of the first part
("Borrower"), in favor of FIRST TENNESSEE
BANK NATIONAL ASSOCIATION, a national
banking association having its principal
place of business at 165 Madison
Avenue, Memphis, Tennessee 38103, party of
the second part ("Bank").
WITNESSETH:
WHEREAS, the Borrower has made application to the Bank for
certain
loans and financial accommodations in the
maximum principal amount of Fifteen
Million Dollars ($15,000,000.00), to be
currently evidenced by a Fifteen Million
Dollar $15,000,000.00) revolving credit
note of even date herewith and possibly
to be evidenced in the future by certain
other promissory notes and standby
letters of credit (collectively, the
"Note") as described in that certain Loan
Agreement of even date herewith by and
among the Borrower, the Bank, and
Pinnacle Airlines Corp., a Delaware
corporation (the "Guarantor" and the "Loan
Agreement"); and
WHEREAS, the Guarantor has guaranteed such indebtedness of the
Borrower
to the Bank; and
WHEREAS, the Bank is unwilling to make such loans unless
Guarantor
further enters into this Agreement with the
Banks;
NOW, THEREFORE, for and in consideration of the premises, and
other
good and valuable considerations, the
receipt and sufficiency of which are
hereby acknowledged, Guarantor does hereby
agree with the Bank as follows:
1. So long as Borrower is indebted to Bank pursuant to the
Note,
Borrower will not, either directly or
indirectly, incur, create, assume, or
permit to exist any mortgage, pledge,
security interest, encumbrance, lien, or
charge of any kind upon any of the property
(the "Property") owned by Borrower
and described in EXHIBIT "A," attached
hereto and made a part hereof as fully as
if set out verbatim herein.
2. Borrower hereby acknowledges to the Bank that the identity
of
Borrower was and continues to be material
circumstances upon which the Bank has
relied in connection with, and which
constitutes valuable consideration to the
Bank for, the extending to Borrower of the
loan evidenced by the Note. Borrower
therefore covenants and agrees with the
Bank that the entire indebtedness
evidenced by the Note shall, at the
absolute option of the Bank, be and become
immediately due and payable shoul
