ex10-60.htm


    


      
        	
                 

              	
                Exhibit
                  10.60

              


      

      


      CERTAIN
        PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE SYMBOL “[***]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
        OMITTED.

      


      
        	
                 

              	
                Execution
                  Copy

              


      

      


      


      
        	
                 

              	
                CAPACITY
                  PURCHASE AGREEMENT

              


      

      


      
        	
                 

              	
                between

              


      

      


      
        	
                 

              	
                Continental
                  Airlines, Inc.,

              


      

      


      
        	
                 

              	
                Pinnacle
                  Airlines Corp.

              


      

      


      
        	
                 

              	
                and

              


      

      


      
        	
                 

              	
                Colgan
                  Air, Inc.

              


      

      


      


      


      
        	
                 

              	
                Dated
                  as of February 2, 2007

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                 

              	
                CAPACITY
                  PURCHASE AGREEMENT

              


      

       

      This
        Capacity Purchase Agreement (this “Agreement”), dated as of February
        2, 2007, is among Continental Airlines, Inc., a Delaware corporation
        (“Continental”), Pinnacle Airlines Corp., a Delaware corporation
        (“Parent”), and Colgan Air, Inc., a Virginia corporation
        (“Carrier” and, together with Parent, “Contractor”).

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and obligations
        hereinafter contained, the parties agree as follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      Capitalized
        terms used in this Agreement (including, unless otherwise defined therein,
        in
        the Schedules, Appendices and Exhibits to this Agreement) shall have the
        meanings set forth in Exhibit A hereto.

       

      ARTICLE
        II

      CAPACITY
        PURCHASE, SCHEDULES AND FARES

       

      Section
        2.01  Capacity
        Purchase.  Continental agrees to purchase the
        capacity of the Covered Aircraft for the Term, under the terms and conditions
        set forth herein and for the consideration described in
        Article III.  Subject to the terms and conditions of this
        Agreement, Contractor shall provide all of the capacity of the Covered Aircraft
        solely to Continental and use the Covered Aircraft solely to operate the
        Scheduled Flights and maintenance flights.  

       

      (a)  Fares,
        Rules and Seat Inventory.  Continental shall establish and
        publish all fares and related tariff rules for all seats on the Covered Aircraft
        on all Scheduled Flights.  Contractor shall not publish any fares,
        tariffs, or related information for the Covered Aircraft on any Scheduled
        Flights.  In addition, Continental shall have complete control over
        all seat inventory and inventory and revenue management decisions for the
        Covered Aircraft, including overbooking levels, discount seat levels and
        allocation of seats among various fare buckets.

      (b)  Flight
        Schedules.  Continental shall, in its sole discretion,
        establish and publish all schedules for the Covered Aircraft (such scheduled
        flights, together with Charter Flights and ferry flights required to accommodate
        such scheduled flights and Charter Flights or otherwise made at Continental’s
        request, referred to herein as “Scheduled Flights”), including
        determining the city-pairs served, frequencies, utilization and timing of
        scheduled arrivals and departures, and shall, in its sole discretion, make
        all
        determinations regarding the establishment and scheduling of any Charter
        Flights; provided that such schedules shall be subject to Reasonable Operating
        Constraints and provided further, that one of the Covered Aircraft shall
        be an
        operational spare and shall not be scheduled for Scheduled Flights (except
        when
        needed as a spare aircraft and except as otherwise elected by Continental,
        provided that, in connection with such election Continental and Contractor
        have
        first agreed to any appropriate modification to the Benchmark Controllable
        Cancellation Number).  Continental shall also be entitled, in its sole
        discretion and at any time prior to takeoff, to direct Contractor to delay
        or
        cancel a Scheduled Flight, including without limitation for delays and
        cancellations that are ATC or weather related, and Contractor shall take
        all
        necessary action to give effect to any such direction.  Contractor and
        Continental shall meet monthly (but not later than the fourth Friday of each
        calendar month) to review the planned flight schedules for the Covered Aircraft
        for each of the next three months.  At such meeting, Continental
        shall present a planned flight schedule for the Covered Aircraft for each
        of the
        next three months, including a proposed Final Monthly Schedule for the next
        calendar month.  At such meeting, Continental shall review and
        consider any changes to the planned flight schedule for the Covered Aircraft,
        including the proposed Final Monthly Schedule, suggested by
        Contractor.  Not later than three Business Days prior to the beginning
        of each calendar month, Continental will deliver to Contractor the Final
        Monthly
        Schedule.  Following such monthly meetings and delivery of the Final
        Monthly Schedule, however, Continental may make such adjustments to the proposed
        Final Monthly Schedule as it deems appropriate (subject to Reasonable Operating
        Constraints).

       

      (c)  Wet
        Leases.  At Continental’s option, and provided that
        Contractor is not adversely affected in any material respect, Contractor
        shall
“wet lease” one or more of the Covered Aircraft to Continental, on terms
        mutually acceptable to the parties hereto, which terms are identical in all
        material respects, economically and otherwise, to the terms of this Agreement
        (taking into account the inherent differences between a “wet lease” arrangement
        and a capacity purchase arrangement), and such “wet lease” shall supersede the
        capacity purchase provisions of this Agreement with respect to such Covered
        Aircraft.  In such event, Contractor’s compensation hereunder,
        including without limitation in this Article II, in Article III
        and in Schedule 3, shall be adjusted so that Contractor’s aggregate
        compensation from such “wet lease” arrangements and the capacity purchase
        arrangements applicable to the remaining Covered Aircraft are equal to the
        amount of Contractor’s aggregate compensation had no such “wet lease”
arrangements been entered into.

       

      Section
        2.02  Flight-Related
        Revenues.  Contractor acknowledges and agrees
        that all revenues resulting from the sale and issuance of passenger tickets
        associated with the operation of the Covered Aircraft and all other sources
        of
        revenue associated with the operation of the Covered Aircraft, including
        without
        limitation revenues relating to the transportation of cargo or mail and revenues
        associated with food, beverage and duty-free services and guaranteed or
        incentive payments from airport or governmental authorities, civic associations
        or other third parties in connection with scheduling flights to such airport
        or
        locality, are the sole property of and shall be retained by Continental (or,
        if
        received by Contractor, shall be promptly remitted to Continental).

       

      Section
        2.03  Pass
        Travel.  All pass travel and other
        non-revenue travel on any Scheduled Flight shall be administered in accordance
        with Exhibit E.  

       

      Section
        2.04  Maintenance
        Flights.  Notwithstanding anything to the
        contrary contained in this Article II or elsewhere in this Agreement,
        Contractor shall be entitled to use the Covered Aircraft as agreed by
        Continental and Contractor for the purpose of flying maintenance flights
        required to facilitate the proper maintenance of the Covered Aircraft and
        approved by Continental as part of the Final Monthly Schedule. 

       

      ARTICLE
        III

      CONTRACTOR
        COMPENSATION

       

      Section
        3.01  Base
        and Incentive Compensation. For and in
        consideration of the transportation services, facilities and other services
        to
        be provided by Contractor hereunder, Continental shall pay Contractor the
        base
        and incentive compensation as provided in Paragraph A of Schedule 3
        hereto, subject to the terms and conditions set forth in this
        Article III.  

       

      Section
        3.02  Periodic
        Adjustment of Base and Incentive
        Compensation. The rates under this
        Agreement set forth in Appendices 1 and 3 to Schedule 3 hereto, the
        Controllable Completion Factor Incentive Rate set forth in Appendix 2 to
        Schedule 3 and the on-time arrival rate set forth in Appendix 4 to
        Schedule 3 hereto shall remain in effect through the first Anniversary
        Date, and thereafter shall be adjusted on each Anniversary Date, as follows:
        the
        new rates, applicable beginning on such Anniversary Date, shall equal the
        rates
        in effect on the immediately preceding date multiplied by the lower of
        (a) the Annual CPI Change and (b) [***]; provided that the rate for
        each Covered Aircraft for each day in the Term set forth on Appendix 1 to
        Schedule 3 shall not be adjusted pursuant to this
        Section 3.02.

       

      Section
        3.03  Contractor
        Expenses. Except as provided otherwise in
        Section 3.04, Contractor shall discharge in accordance with commercially
        reasonable practices all expenses incurred in connection with Contractor’s
        provision of Regional Airline Services. For the avoidance of doubt, Contractor
        agrees that, in connection with its provision of Regional Airline Services
        to
        Continental under the CPA and the provision of other services contemplated
        to be
        performed by Contractor under the Ancillary Agreements, it shall use
        commercially reasonable efforts to minimize costs incurred by it if such
        costs
        would be reimbursable by Continental to Contractor in accordance with the
        CPA or
        the applicable Ancillary Agreement.  Further to the foregoing, if
        Continental can provide or arrange to provide any service or item for which
        Continental is required to reimburse Contractor for its cost of providing
        at a
        lower cost than applicable to Contractor, then Contractor shall allow
        Continental to provide or arrange to provide such service or item in order
        to
        permit Continental to lower its costs, provided such arrangement does not
        materially impact Contractor’s performance under this Agreement. 

       

      Section
        3.04  Continental
        Expenses

       

      (a)  Certain
        Expenses.  Continental shall incur
        directly those expenses relating to the Regional Airlines Services that are
        described in Paragraph B(1) of Schedule 3.

       

      (b)  Design
        Changes.  Continental shall be responsible for any reasonable
        out-of-pocket expenses relating to interior and exterior design changes to
        the
        Covered Aircraft and other product-related changes required by Continental,
        including facility-related design changes and the cost of changes in uniforms
        and other livery, in each case that occur outside of Contractor’s normal
        aircraft and facility refurbishment program.

       

      Section
        3.05  Audit
        Rights; Financial Information. Contractor
        shall make available for inspection by Continental and its outside auditors
        and
        advisors, within a reasonable period of time after Continental makes a written
        request therefor, all of Contractor’s books and records (including all financial
        and accounting records and operations reports, and records of other subsidiaries
        or affiliates of Contractor, if any) as necessary to audit any payments made
        or
        amounts or setoff pursuant to this Agreement or otherwise related to
        Contractor’s provision of Regional Airline Services to
        Continental.  Continental and its outside auditors and advisors shall
        be entitled to make copies and notes of such information as they deem necessary
        and to discuss such records with Contractor’s President or such other employees
        or agents of Contractor knowledgeable about such records.  Upon the
        reasonable written request of Continental or its outside auditors or advisors,
        Contractor will cooperate with Continental and its outside auditors and advisors
        to permit Continental and its outside auditors and advisors access to
        Contractor’s outside auditors for purposes of reviewing such
        records.  In addition, Contractor shall deliver or cause to be
        delivered to Continental (I) as soon as available, but in any event within
        90 days after the end of each fiscal year, a copy of the consolidated
        balance sheet of each of Carrier (if available in respect of Carrier) and
        Parent, as at the end of such year, and the related consolidated statements
        of
        income and retained earnings and of cash flows for such year, setting forth
        in
        each case in comparative form the figures for the previous year, reported
        on in
        the case of Parent by an independent certified public accountants of nationally
        recognized standing; and (II) as soon as available, but in any event not
        later than 45 days after the end of each of the first three quarterly
        periods of each fiscal year, the unaudited consolidated balance sheet of
        each of
        Carrier and Parent, as at the end of such quarter, and the related unaudited
        consolidated statements of income and retained earnings and of cash flows
        for
        such quarter and the portion of the fiscal year through the end of such quarter,
        setting forth in each case in comparative form the figures for the previous
        year, certified by a responsible officer of Carrier or Parent, as the case
        may
        be, as being fairly stated in all material respects (subject to normal year-end
        audit adjustments); provided, that no Person shall be required to deliver
        financial statements pursuant to this sentence at any time that such Person
        is a
        reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934, as amended, and such financial statements are timely filed with
        the
        Securities and Exchange Commission pursuant thereto.  All financial
        statements delivered hereunder shall be complete and correct in all material
        respects and shall be prepared in reasonable detail and in accordance with
        GAAP
        applied consistently throughout the periods reflected therein and with prior
        periods (except as approved by such accountants or officer, as the case may
        be,
        and disclosed therein).

       

      Section
        3.06  Billing
        and Payment; Reconciliation.

       

      (a)  Billing
        and Payment.  On the next Business Day after Contractor
        receives the Final Monthly Schedule from Continental pursuant to
Section 2.01(b), Contractor shall present a reasonably detailed
        written invoice for amounts due under this Agreement in respect of the Base
        Compensation for the Scheduled Flights during the month to which such Final
        Monthly Schedule pertains.  Continental shall pay Contractor the
        amount due under such invoice (the “Invoiced Amount”), subject to
        Continental’s right to dispute any calculations set forth on such invoice that
        do not comply with the terms of this Agreement, net of amounts owed by
        Contractor to Continental, including without limitation amounts owed under
        the
        Master Facility and Ground Handling Agreement and/or any other amounts as
        mutually agreed to by both Contractor and Continental, as follows:

       

      (i)  [***]
        of
        the Invoiced Amount shall be payable by Continental to Contractor, by electronic
        transfer of funds to a bank account designated by Contractor, available on
        or
        before the first day of the month (or if such day is not a Business Day,
        the
        next Business Day) to which such invoice relates;

       

      (ii)  [***]
        of
        the Invoiced Amount shall be payable by Continental to Contractor, by electronic
        transfer of funds to a bank account designated by Contractor, available on
        or
        before the 8th day of the month (or if such day is not a Business Day, the
        next
        Business Day) to which the invoice relates;

       

      (iii)  [***]
        of
        the Invoiced Amount shall be payable by Continental to Contractor, by electronic
        transfer of funds to a bank account designated by Contractor, available on
        or
        before the 15th day of the month (or if such day is not a Business Day, the
        next Business Day) to which the invoice relates; and

       

      (iv)  [***]
        of
        the Invoiced Amount shall be payable by Continental to Contractor, by electronic
        transfer of funds to a bank account designated by Contractor, available on
        or
        before the 22nd day of the month (or if such day is not a Business Day, the
        next Business Day) to which the invoice relates.

       

      (b)  Reconciliation.  Not
        later than 14 days following the end of each month, Contractor and
        Continental shall reconcile actual amounts due in respect of such month with
        the
        estimated amounts included in the Invoiced Amount for such items for such
        month
        in accordance with the terms and conditions set forth in
Schedule 3.  On or before the 15th day following the
        end of such month (or if such day is not a Business Day, the next Business
        Day),
        such reconciled amounts for such month to the extent applicable: (i) shall
        be paid by Continental to Contractor, together with any payment to be made
        by
        Continental pursuant to Section 3.06(a)(iii) above, or
        (ii) shall be paid by Contractor to Continental or set off by Continental
        against any other amounts owing to Contractor.  Further
        reconciliations shall be made on or prior to the 22nd day following the end
        of such month (or if such day is not a Business Day, the next Business Day)
        to
        the extent necessary as a result of Continental’s review of financial
        information provided by Contractor in respect of such month.  Such
        further reconciled amounts for such month to the extent applicable
        (x) shall be paid by Continental to Contractor, together with any other
        payment to be made by Continental pursuant to Section 3.06(a)(iv) above,
        or (y) shall be paid by Contractor to Continental or set off by Continental
        against any other amounts owing to Contractor.  If, subsequent to any
        reconciliation payments or set-off, as the case may be, Carrier’s or Parent’s
        financial statements are restated, amended or otherwise adjusted for any
        calendar month or quarter, then the reconciled amounts for such period shall
        be
        recalculated in accordance with the terms and conditions set forth in
Schedule 3, and the parties shall make further payments or set off
        further amounts as appropriate in respect of such recalculations.

       

      ARTICLE
        IV

      CONTRACTOR
        OPERATIONS AND AGREEMENTS WITH CONTINENTAL

      Section
        4.01  Crews,
        Etc

       

      (a)  Contractor
        shall be responsible for providing all crews (flight and cabin), maintenance
        personnel, gate agents and other ground personnel necessary to operate the
        Scheduled Flights and for all aspects (personnel and other) of dispatch control
        (in each case except as such persons are provided by Continental pursuant
        to the
        Master Facility and Ground Handling Agreement), and with respect to ground
        handling services, Contractor agrees that it will not subcontract the
        performance of any such services to any party that is not a Subsidiary of
        Carrier or Parent without Continental’s prior approval; provided, that, any
        party utilized to perform similar services at the applicable airport by
        Continental for flights operated by Continental shall be deemed approved
        by
        Continental for use by Contractor in performing such services for Scheduled
        Flights, and provided further that, at any Continental Hub Airport, Parent
        or a
        Subsidiary of Parent that is reasonably acceptable to Continental shall provide
        such services, unless otherwise approved in advance by Continental.

       

      (b)  Contractor
        agrees to give any furloughed Continental pilots preferential interview status
        for any pilot openings that may occur at Contractor.  Any furloughed
        Continental pilot hired by Contractor will not be required by Contractor
        to
        resign from Continental as a condition for applying or being employed as
        a pilot
        of Contractor.

       

      (c)  Continental
        agrees to give Contractor pilots preferential interview status for any pilot
        opening that may occur at Continental, consistent with commitments concerning
        pilots of other carriers.

       

      Section
        4.02  Governmental
        Regulations.  Contractor has and shall maintain all
        certifications, permits, licenses, certificates, exemptions, approvals, plans,
        and insurance required by governmental authorities, including, without
        limitation, FAA, DOT and TSA, to enable Contractor to perform the services
        required by this Agreement.  All flight operations, dispatch
        operations and all other operations and services undertaken by Contractor
        pursuant to this Agreement shall be conducted, operated and provided by
        Contractor in compliance with all U.S. and foreign governmental laws,
        regulations and requirements, including, without limitation, those relating
        to
        airport security, the use and transportation of hazardous materials and
        dangerous goods, crew qualifications, crew training and crew hours, the carriage
        of persons with disabilities and without any violation of U.S. or foreign
        laws,
        regulations or governmental prohibitions.  All Covered Aircraft shall
        be operated and maintained by Contractor in compliance with all laws,
        regulations and governmental requirements, Contractor’s own operations manuals
        and maintenance manuals and procedures, and all applicable equipment
        manufacturers’ manuals and instructions. It is agreed that Continental shall
        designate the most efficient runway for EWR operations, which normally shall
        be
        EWR Runway 11/29 when fully operational, available and allowed for safe
        operation of such flight, which may be changed in Continental’s sole discretion
        as often as may be necessary or desirable on the basis of weather, air traffic
        control (ATC) or other conditions to maximize the efficiency of EWR operations
        and Continental’s network system.  For each EWR flight operated under
        this Agreement and only to the extent consistent with safe operation of such
        flight, Contractor shall use commercially reasonable efforts to request ATC
        clearance to use the most efficient runway, as designated by Continental,
        when,
        in the sole judgment of Contractor and the pilot in command (PIC), there
        is no
        safety reason or concern to request another runway.  Continental shall
        control the use and substitution of any and all slots, operating authorizations
        and similar or successor authority issued by the FAA or any airport operator
        for
        the operation of each flight under this Agreement to enable Continental to
        manage the priority of each such flight among all flights in Continental’s
        network system.  Contractor shall inform Continental no later than
        7:00am (Newark time) each day (and updated as operational needs require)
        of all
        material aspects of Contractor’s ATC plans for all flights operated under this
        Agreement on such day and shall defer to Continental’s preferences for such
        plans, including, without limitation, the most efficient runway for EWR
        operations, unless inconsistent with any other provision of this
        Agreement.  Contractor shall obtain all required authorizations,
        certifications, approvals and training to conduct Required Navigation
        Performance (RNP) Area Navigation (RNAV) operations for all flights under
        this
        Agreement. Notwithstanding the foregoing, no provision of this Agreement
        shall
        be understood or deemed to affect or limit the responsibility and authority
        of
        the PIC of such flight under 14 CFR 91.3 or any successor
        regulation.

      


      Section
        4.03  Quality
        of Service.  At all times, Contractor shall provide
        Regional Airline Services with appropriate standards of care, but in no event
        lower than such standards utilized by Continental as of the date of this
        Agreement. Continental procedures, performance standards and means of
        measurement thereof concerning the provision of air passenger and air cargo
        services shall be applicable to all Regional Airline Services provided by
        Contractor.  Contractor shall achieve at least the comparable quality
        of airline service as provided by Continental, subject to limitations imposed
        by
        the type of aircraft used by Contractor and its route network. Contractor
        agrees
        that the noise and vibration suppression system that each Covered Aircraft
        is to
        be equipped with will be operable and activated for at least [***] of the
        time
        that it is lawful for such system to be activated. Contractor shall comply
        with
        all airline customer service commitments and policies of Continental as of
        the
        date hereof, including without limitation the “CustomerFirst” commitments, and
        employee conduct, appearance and training policies in place as of the date
        hereof, and shall handle customer-related services in a professional,
        businesslike and courteous manner.  In connection therewith,
        Contractor shall maintain aircraft cleaning cycles and policies, and shall
        maintain adequate staffing levels, to ensure at least a comparable level
        of
        customer service and operational efficiency that Continental achieves, including
        without limitation in respect of customer complaint response, ticketing and
        boarding timing, oversales, baggage services and handling of irregular
        operations.  In addition, at the request of Continental, Contractor
        shall comply with all such airline customer service commitments, policies
        and
        standards of care of Continental as adopted, amended or supplemented after
        the
        date hereof.  Contractor shall ensure that all Covered Aircraft are
        equipped with ACARS (Aircraft Communications Addressing and Reporting System).
        Contractor shall provide Continental with timely communication regarding
        the
        status of all Scheduled Flights, and shall perform closeout procedures at
        service levels at least as high as those of Continental at comparably-sized
        airports.  Contractor will use Continental’s standard procedures for
        processing and adjudicating all claims for which Contractor is responsible
        in an
        effort to avoid such matters becoming the subject of claims, litigation or
        an
        investigation by a governmental agency or authority.  At either
        party’s request, Contractor and Continental will meet to discuss and review
        Contractor’s customer service and handling procedures and policies and its
        employees’ conduct, appearance and training standards and
        policies.  

       

      Section
        4.04  Incidents
        or Accidents.  Contractor shall promptly notify
        Continental of all irregularities involving a Scheduled Flight or Covered
        Aircraft operated by Contractor, including, without limitation, aircraft
        accidents and incidents, which result in any damage to persons and/or property
        or may otherwise result in a complaint or claim by passengers or an
        investigation by a governmental agency or authority.  Contractor shall
        furnish to Continental as much detail as practicable concerning such
        irregularities and shall cooperate with Continental at Contractor’s own expense
        in any appropriate investigation.  

       

      Section
        4.05  Emergency
        Response.  Carrier shall adopt Continental’s Emergency
        Response Plan for aircraft accidents or incidents and shall be responsible
        for
        Continental’s direct costs resulting from Contractor’s participation in such
        plan.  In the event of an accident or incident involving a Covered
        Aircraft or Scheduled Flight, Continental will have the right to manage the
        emergency response efforts on behalf of Contractor with full cooperation
        from
        Contractor.

       

      Section
        4.06  Safety
        Matters.  In the event of a reasonable safety concern,
        Continental shall have the right, at its own cost, to inspect, review, and
        observe Contractor’s operations of Scheduled Flights.  Notwithstanding
        the conduct or absence of any such review, Contractor is and shall remain
        solely
        responsible for the safe operation of its aircraft and the safe provision
        of all
        Scheduled Flights and other Regional Airline Services, including without
        limitation (a) complying with all FAA and TSA regulations the responsibility
        for
        compliance with which is not specifically allocated to another party pursuant
        to
        the Master Facility and Ground Handling Agreement, and (b) maintaining the
        airworthiness of all Covered Aircraft.  Nothing in this
        Section 4.06 or otherwise in this Agreement is intended or shall be
        interpreted to make Continental responsible for such safety
        matters.

       

      Section
        4.07  Master
        Facility and Ground Handling
        Agreement.  Contemporaneous with the execution and
        delivery of this Agreement, Contractor and Continental shall enter into a
        Master
        Facility and Ground Handling Agreement in the form attached hereto as
        Exhibit C.  The parties agree that, in the event of a conflict
        between the provisions of Article VII hereof and the indemnification provisions
        of the Master Facility and Ground Handling Agreement, the latter shall
        control.

       

      Section
        4.08  Codeshare
        Terms.  Contractor agrees to operate all Scheduled
        Flights using the Continental flight code and flight numbers assigned by
        Continental, or such other flight codes and flight numbers as may be assigned
        by
        Continental (to accommodate, for example, a Continental alliance partner),
        and
        otherwise under the codeshare terms set forth in
        Exhibit D.  

       

      Section
        4.09  Fuel
        Purchasing Agreement.  Contemporaneous with the
        execution and delivery of this Agreement, Continental and Contractor shall
        enter
        into the Fuel Purchasing Agreement in the form attached hereto as
        Exhibit F. 

       

      Section
        4.10  Slots
        and Route Authorities.  At the request of Continental
        made at any time and from time to time, including upon termination of this
        Agreement, Contractor shall use its commercially reasonable efforts to transfer
        to Continental or its designee, to the extent permitted by law, any airport
        takeoff or landing slots, route authorities or other similar regulatory
        authorizations transferred to Contractor by Continental for use in connection
        with Scheduled Flights, or acquired by Contractor for use for Scheduled Flights,
        in consideration of the payment to Contractor of the net book value, if any,
        of
        such slot, authority or authorization on Contractor’s
        books.  Contractor’s obligations pursuant to the immediately preceding
        sentence shall survive the termination of this Agreement for so long as any
        transfer requested pursuant to this Section 4.10 shall not have been
        completed.  Contractor hereby agrees that all of Contractor’s contacts
        or communications with any applicable regulatory authority concerning any
        airport takeoff or landing slots, route authorities or other similar regulatory
        authorizations used for Scheduled Flights will be coordinated through
        Continental.  If any airport takeoff or landing slot, route authority
        or other similar regulatory authorization transferred to Contractor by
        Continental for use in connection with Scheduled Flights or acquired by
        Contractor and used for Scheduled Flights is withdrawn or otherwise forfeited
        as
        a result of Controllable Cancellations or any other reason within Contractor’s
        reasonable control, then Contractor agrees to pay to Continental promptly
        upon
        demand an amount equal to the market value of such withdrawn or forfeited
        slot,
        authority or authorization. 

       

      Section
        4.11  Use
        of Continental Marks.  Continental hereby grants to
        Contractor the non-exclusive and non-transferable rights to use the Continental
        Marks and other Identification as provided in, and Contractor shall use the
        Continental Marks and other Identification in accordance with the terms and
        conditions of, Exhibit G.

       

      Section
        4.12  Use
        of Contractor Marks.  Contractor hereby grants to
        Continental the non-exclusive and non-transferable rights to use the Contractor
        Marks as provided in, and Continental shall use the Contractor Marks in
        accordance with the terms and conditions of,
        Exhibit H.  

       

      Section
        4.13  Catering
        Standards.  Continental and Contractor shall comply
        with the catering requirements set forth on Exhibit I
        hereto.  The parties agree that, in the event of a conflict between
        the provisions of Exhibit I and the Contractor Ground Handling Agreement,
        the provisions of Exhibit I shall control.

       

      Section
        4.14  Ticket
        Handling Terms.  Continental and Contractor shall
        comply with the ticket handling requirements set forth in Exhibit J
        hereto.  The parties agree that, in the event of a conflict between
        the provisions of Exhibit J and the Contractor Ground Handling Agreement,
        the provisions of Exhibit J shall control.

       

      Section
        4.15  Fuel
        Efficiency Program.  Contractor shall promptly adopt
        and adhere to a fuel efficiency program as described on Exhibit K
        hereto.

       

      ARTICLE
        V

      CERTAIN
        RIGHTS OF CONTINENTAL

       

      Section
        5.01  Use
        of Covered Aircraft.  Contractor agrees that, except
        as otherwise directed or approved in writing by Continental in Continental’s
        sole discretion, the Covered Aircraft may be used only to provide Regional
        Airline Services.  Without the written consent of Continental, the
        Covered Aircraft may not be used by Contractor for any other purpose, including
        without limitation flying for any other airline or on Contractor’s own
        behalf.  

       

      Section
        5.02  Most
        Favored Nations.  Notwithstanding any other provision
        in this Agreement to the contrary, at any time during the Term if Contractor
        or
        any Affiliate of Contractor begins operating any Bombardier Q400 aircraft
        for
        another Person, then for every such aircraft so operated by Contractor or
        any
        Affiliate thereof, the rate set forth on Appendix 1 to Schedule 3 hereto
        captioned “for each day in the Term” shall be reduced by [***], up to a maximum
        reduction of [***] (if [***] or more such aircraft are so
        operated).  

       

      Section
        5.03  Change
        of Control.  Upon the occurrence of a Change of
        Control of Parent or Contractor without the prior written consent of
        Continental, Continental shall have the right to terminate this Agreement
        on 90
        days prior written notice to Contractor, such notice to be delivered not
        later
        than 90 days after Continental becomes aware of such Change of Control (which
        termination shall not be effective if the circumstances giving rise to such
        Change of Control shall no longer exist on the 30th day after Continental
        delivers such written notice to Contractor).

       

      ARTICLE
        VI

      INSURANCE

       

      Section
        6.01  Minimum
        Insurance Coverages.  During the Term, Contractor
        shall maintain, or cause to be maintained, in full force and effect policies
        of
        insurance with insurers of recognized reputation and responsibility, in each
        case to the extent available on a commercially reasonable basis, as
        follows:  

       

      (a)  Comprehensive
        aircraft hull and liability insurance, including aircraft third party, passenger
        liability (including passengers’ baggage and personal effects), cargo and mail
        legal liability, and all-risk ground and flight physical damage,  with
        a combined single limit of not less than [***] per occurrence, a minimum
        limit
        in respect of personal injury (per clause AVN 60 or its equivalent) of [***]
        per
        occurrence and in the aggregate, and War Risk hull and liability insurance
        as provided by the Federal Aviation Administration program with a combined
        single limit no less than [***] per occurrence;

       

      (b)  Workers’
        compensation as required by the appropriate jurisdiction and employer’s
        liability with a limit of not less than [***] combined single
        limit;

       

      (c)  Other
        property and liability insurance coverages of the types and in the amounts
        that
        would be considered reasonably prudent for a business organization of
        Contractor’s size and nature, under the insurance market conditions in effect at
        the time of placement, but in any event of the type and the amount that
        Continental may reasonably require to prevent or minimize a disruption in
        the
        provision of Regional Airline Services resulting from a casualty or liability
        incident related to Contractor’s operations.  All coverages described
        in this Section 6.01 shall be placed with deductibles reasonably
        prudent for a business organization of Contractor’s size and nature, under the
        insurance market conditions in effect at the time of placement; and

       

      (d)  All
        other
        insurance that Contractor is required to maintain by any applicable governmental
        or airport authority, or by any lessor or owner of any Covered Aircraft,
        or
        otherwise pursuant to any lease or other contract relating to the Covered
        Aircraft or Contractor’s provision of Regional Airline Services.

       

      Section
        6.02  Endorsements.  Contractor
        shall cause the policies described in Section 6.01 to be duly and properly
        endorsed by Contractor’s insurance underwriters with respect to Contractor’s
        flights and operations as follows:

       

      (a)  To
        provide that the underwriters shall waive subrogation rights against
        Continental, its directors, officers, agents, employees and other authorized
        representatives, except for their gross negligence or willful
        misconduct;

       

      (b)  To
        provide that Continental, its directors, officers, agents, employees and
        other
        authorized representatives shall be endorsed as additional insured parties,
        except for their gross negligence or willful misconduct;

       

      (c)  To
        provide that insurance shall be primary to and without right of contribution
        from any other insurance which may be available to the additional
        insureds;

       

      (d)  To
        include a breach of warranty provision in favor of the additional
        insureds;

       

      (e)  To
        accept
        and insure Contractor’s hold harmless and indemnity undertakings set forth in
        this Agreement, but only to the extent of the coverage afforded by the policy
        or
        policies;

       

      (f)  To
        include a severability of interest (cross liability) provision whereby such
        insurance applies separately to each insured; and

       

      (g)  To
        provide that such policies shall not be canceled, terminated or materially
        altered, changed or amended until 30 days (but seven days or such lesser
        period as may be available in respect of hull, war and allied perils) after
        written notice shall have been sent to Continental.

       

      Section
        6.03  Evidence
        of Insurance Coverage.  At the commencement of this
        Agreement, and thereafter at Continental’s request, Contractor shall furnish to
        Continental evidence reasonably satisfactory to Continental of such insurance
        coverage and endorsements, including certificates certifying that such insurance
        and endorsements are in full force and effect.  Initially, this
        evidence shall be a certificate of insurance.  If Contractor fails to
        acquire or maintain insurance as herein provided, Continental may at its
        option
        secure such insurance on Contractor’s behalf at Contractor’s expense.


       

      ARTICLE
        VII

      INDEMNIFICATION

       

      Section
        7.01  Contractor
        Indemnification of Continental.  Contractor shall be
        liable for and hereby agrees to fully defend, release, discharge, indemnify
        and
        hold harmless Continental, its directors, officers, employees and agents
        from
        and against any and all claims, demands, damages, liabilities, suits, judgments,
        actions, causes of action, losses, costs and expenses of any kind, character
        or
        nature whatsoever, including attorneys’ fees, costs and expenses in connection
        therewith and expenses of investigation and litigation thereof, which may
        be
        suffered by, accrued against, charged to, or recoverable from Continental
        or its
        directors, officers, employees or agents, including but not limited to, any
        such
        losses, costs and expenses involving (i) death or injury (including claims
        of emotional distress and other non-physical injury by passengers) to any
        person
        including any of Contractor’s or Continental’s directors, officers, employees or
        agents, (ii) loss of, damage to, or destruction of property (including
        real, tangible and intangible property, and specifically including regulatory
        property such as route authorities, slots and other landing rights), including
        any loss of use of such property, and (iii) damages due to delays in any
        manner, in each case arising out of, connected with, or attributable to
        (w) any act or omission by Contractor or any of its directors, officers,
        employees or agents relating to the provision of Regional Airline Services,
        (x) the performance, improper performance, or non-performance of any and
        all obligations to be undertaken by Contractor or any of its directors,
        officers, employees or agents pursuant to this Agreement or any Ancillary
        Agreement, or (y) the operation, non-operation, or improper operation of
        the Covered Aircraft or Contractor’s equipment or facilities at any location, in
        each case excluding only claims, demands, damages, liabilities, suits,
        judgments, actions, causes of action, losses, costs and expenses to the extent
        resulting from the negligence or willful misconduct of Continental or its
        directors, officers, agents or employees (other than negligence or willful
        misconduct imputed to such indemnified person by reason of its interest in
        a
        Covered Aircraft or a Covered Aircraft Sublease).  Contractor will do
        all things necessary to cause and assure, and will cause and assure, that
        Contractor will at all times be and remain in custody and control of all
        aircraft, equipment, and facilities of, or operated by, Contractor, and
        Continental and its directors, officers, employees and agents shall not,
        for any
        reason, be deemed to be in custody or control, or a bailee, of such aircraft,
        equipment or facilities.

       

      Section
        7.02  Continental
        Indemnification of Contractor.  Continental shall be
        liable for and hereby agrees fully to defend, release, discharge, indemnify,
        and
        hold harmless Contractor, its directors, officers, employees, and agents
        from
        and against any and all claims, demands, damages, liabilities, suits, judgments,
        actions, causes of action, losses, costs and expenses of any kind, character
        or
        nature whatsoever, including attorneys’ fees, costs and expenses in connection
        therewith and expenses of investigation and litigation thereof, which may
        be
        suffered by, accrued against, charged to, or recoverable from Contractor,
        or its
        directors, officers, employees or agents, including but not limited to, any
        such
        losses, costs and expenses involving (i) death or injury (including claims
        of emotional distress and other non-physical injury by passengers) to any
        person
        including any of Contractor’s or Continental’s directors, officers, employees or
        agents, (ii) loss of, damage to, or destruction of property (including any
        loss of use of such property including real, tangible and intangible property,
        and specifically including regulatory property such as route authorities,
        slots
        and other landing rights), and (iii) damages due to delays in any manner,
        in each case arising out of, connected with, or attributable to, (x) the
        performance, improper performance, or nonperformance of any and all obligations
        to be undertaken by Continental or any of its directors, officers, employees
        or
        agents pursuant to this Agreement or any Ancillary Agreement, (y) the
        operation, non-operation or improper operation of Continental’s aircraft,
        equipment or facilities (excluding, for the avoidance of doubt, Covered Aircraft
        and any equipment or facilities leased or subleased by Continental to
        Contractor) at any location, in each case excluding only claims, demands,
        damages, liabilities, suits judgments, actions, causes of action, losses,
        costs
        and expenses (A) to the extent resulting from the negligence or willful
        misconduct of Contractor or its directors, officers, agents or employees,
        or (B)
        for which Contractor is obligated to indemnify or otherwise reimburse
        Continental pursuant to a Covered Aircraft Sublease.  Continental will
        do all things necessary to cause and assure, and will cause and assure, that
        Continental will at all times be and remain in custody and control of any
        aircraft, equipment and facilities of, or operated by, Continental, and
        Contractor and its directors, officers, employees and agents shall not, for
        any
        reason, be deemed to be in the custody or control, or a bailee, of such
        aircraft, equipment or facilities.  

       

      Section
        7.03  Indemnification
        Claims.  A party (the “Indemnified Party”) entitled to
        indemnification from another party under the terms of this Agreement
        (the “Indemnifying Party”) shall provide the Indemnifying Party with
        prompt written notice (an “Indemnity Notice”) of any third party claim which the
        Indemnified Party believes gives rise to a claim for indemnity against the
        Indemnifying Party hereunder.  The Indemnifying Party shall be
        entitled, if it accepts financial responsibility for the third party claim,
        to
        control the defense of or to settle any such third party claim at its own
        expense and by its own counsel; provided that the Indemnified Party’s prior
        written consent (which may not be unreasonably withheld or delayed) must
        be
        obtained prior to settling any such third party claim.  The
        Indemnified Party shall provide the Indemnifying Party with such information
        as
        the Indemnifying Party shall reasonably request to defend any such third
        party
        claim and shall otherwise cooperate with the Indemnifying Party in the defense
        of any such third party claim.  Except as set forth in this
        Section 7.03, the Indemnified Party shall not enter into any settlement or
        other compromise or consent to a judgment with respect to a third party claim
        as
        to which the Indemnifying Party has an indemnity obligation hereunder without
        the prior written consent of the Indemnifying Party (which may not be
        unreasonably withheld or delayed), and the entering into of any settlement
        or
        compromise or the consent to any judgment in violation of the foregoing shall
        constitute a waiver by the Indemnified Party of its right to indemnity hereunder
        to the extent the Indemnifying Party was prejudiced thereby.  Any
        Indemnifying Party shall be subrogated to the rights of the Indemnified Party
        to
        the extent that the Indemnifying Party pays for any loss, damage or expense
        suffered by the Indemnified Party hereunder.  If the Indemnifying
        Party does not accept financial responsibility for the third party claim
        or
        fails to defend against the third party claim that is the subject of an
        Indemnity Notice within 30 days of receiving such notice (or sooner if the
        nature of the third party claim so requires), or otherwise contests its
        obligation to indemnify the Indemnified Party in connection therewith, the
        Indemnified Party may, upon providing written notice to the Indemnifying
        Party,
        pay, compromise or defend such third party claim without the prior consent
        of
        the (otherwise) Indemnifying Party.  In the latter event, the
        Indemnified Party, by proceeding to defend itself or settle the matter, does
        not
        waive any of its rights hereunder to later seek reimbursement from the
        Indemnifying Party.  

       

      Section
        7.04  Employer’s
        Liability; Independent Contractors; Waiver of Control.

       

      (a)  Employer’s
        Liability and Workers’ Compensation.  Each party hereto
        assumes full responsibility for its employer’s and workers’ compensation
        liability to its respective officers, directors, employees or agents on account
        of injury or death resulting from or sustained in the performance of their
        respective service under this Agreement.  Each party, with respect to
        its own employees, accepts full and exclusive liability for the payment of
        workers’ compensation and employer’s liability insurance premiums with respect
        to such employees, and for the payment of all taxes, contributions or other
        payments for unemployment compensation or old age or retirement benefits,
        pensions or annuities now or hereafter imposed upon employers by the government
        of the United States or any other governmental body, including state, local
        or
        foreign, with respect to such employees measured by the wages, salaries,
        compensation or other remuneration paid to such employees, or
        otherwise.

       

      (b)  Employees,
        etc., of Contractor.  The employees, agents, and independent
        contractors of Contractor engaged in performing any of the services Contractor
        is to perform pursuant to this Agreement are employees, agents, and independent
        contractors of Contractor for all purposes, and under no circumstances will
        be
        deemed to be employees, agents or independent contractors of
        Continental.  In its performance under this Agreement, Contractor will
        act, for all purposes, as an independent contractor and not as an agent for
        Continental.  Notwithstanding the fact that Contractor has agreed to
        follow certain procedures, instructions and standards of service of Continental
        pursuant to this Agreement, Continental will have no supervisory power or
        control over any employees, agents or independent contractors engaged by
        Contractor in connection with its performance hereunder, and all complaints
        or
        requested changes in procedures made by Continental will, in all events,
        be
        transmitted by Continental to Contractor’s designated
        representative.  Nothing contained in this Agreement is intended to
        limit or condition Contractor’s control over its operations or the conduct of
        its business as an air carrier, and Contractor and its principals assume
        all
        risks of financial losses which may result from the operation of the air
        services to be provided by Contractor hereunder.

       

      (c)  Employees,
        etc., of Continental.  The employees, agents, and independent
        contractors of Continental engaged in performing any of the services Continental
        is to perform pursuant to this Agreement are employees, agents, and independent
        contractors of Continental for all purposes, and under no circumstances will
        be
        deemed to be employees, agents, or independent contractors of
        Contractor.  Contractor will have no supervision or control over any
        such Continental employees, agents and independent contractors and any complaint
        or requested change in procedure made by Contractor will be transmitted by
        Contractor to Continental’s designated representative.  In its
        performance under this Agreement, Continental will act, for all purposes,
        as an
        independent contractor and not as an agent for Contractor.

       

      (d)  Contractor
        Flights.  The fact that Contractor’s operations are conducted
        under Continental’s Marks and listed under the CO designator code will not
        affect their status as flights operated by Contractor for purposes of this
        Agreement or any other agreement between the parties, and Contractor and
        Continental agree to advise all third parties, including passengers, of this
        fact.

       

      Section
        7.05  Survival.  The
        provisions of this Article VII shall survive the termination of this Agreement
        for a period of seven years.

       

      ARTICLE
        VIII

      TERM,
        TERMINATION AND DISPOSITION OF AIRCRAFT

       

      Section
        8.01  Term.  The
        base term of this Agreement shall commence on the date the first Covered
        Aircraft is placed into service under the terms and conditions of this Agreement
        and, unless earlier terminated or extended as provided herein, shall continue
        until December 1, 2017 (the “Base Term”).  The term (the “Term”)
        shall include the Base Term and any Wind-Down Period.

       

      Section
        8.02  Early
        Termination.

       

      (a)  By
        Continental for Cause.  Continental shall have the right to
        terminate this Agreement, immediately upon written notice (but without any
        prior
        notice) following the occurrence of any event that constitutes
        Cause.  Any termination pursuant to this Section 8.02(a) shall
        supersede any other termination pursuant to any other provision of this
        Agreement (even if such other right of termination shall already have been
        exercised), and the date of first occurrence of such event constituting Cause
        shall be the Termination Date for purposes of this Agreement (and such
        Termination Date pursuant to this Section 8.02(a) shall supersede
        any other Termination Date that may have been previously established pursuant
        to
        another termination).

       

      (b)  By
        Continental for Breach.  Continental may terminate this
        Agreement, with or without any advance notice, upon the occurrence of a material
        breach of this Agreement by Contractor as described in clause (ii)
        below.  Continental may terminate this Agreement upon the occurrence
        of any other material breach of this Agreement (including any Ancillary
        Agreement) by Contractor or upon any material breach of that certain Code
        Share
        agreement dated as of April 1, 2005, as amended from time to time, between
        Carrier (or any successor to Carrier’s interest therein) and Continental, which
        breach shall not have been cured within 60 days after written notice of
        such breach is delivered by Continental to Contractor.  The parties
        hereto agree that, without limiting the circumstances or events that may
        constitute a material breach each of the following shall constitute a material
        breach of this Agreement by Contractor: (i) the occurrence of a System
        Flight Disruption, (ii) a reasonable and good faith determination by
        Continental, using recognized standards of safety, that there is a material
        safety concern with the operation of any Scheduled Flights, (iii) the
        grounding of any Contractor Fleet by regulatory or court order or other
        governmental action, (iv) a Controllable Completion Factor for any
        consecutive 60-day period of [***] or below, (v) a Controllable On-Time
        Arrival Rate for any consecutive 60-day period of [***] or below, (vi) a
        failure
        to meet the terms of Section 9.01(j) hereof), and (vii) a material breach
        of the
        Ticket Handling Terms as set forth in Exhibit J hereto.

       

      (c)  By
        Contractor for Breach.  Contractor may terminate this
        Agreement upon the occurrence of any material breach of this Agreement by
        Continental, which breach shall not have been cured (i) within three days
        after written notice is delivered by Contractor to Continental of Continental’s
        uncured failure to make two consecutive payments owed by Continental to
        Contractor pursuant to Section 3.06(a), or (ii) within
        60 days after written notice of any other breach is delivered by Contractor
        to Continental.

       

      (d)  Survival
        During Wind-Down Period.  Upon any termination hereunder, the
        Term shall continue, and this Agreement shall survive in full force and effect,
        beyond the Termination Date until the end of the Wind-Down Period, and the
        rights and obligations of the parties under this Agreement, including without
        limitation remedies available upon the occurrence of events constituting
        Cause
        or material breach, shall continue with respect to the Covered Aircraft until
        they are withdrawn from this Agreement.

       

      Section
        8.03  Disposition
        of Aircraft during Wind-Down Period.

       

      (a)  Termination
        by Continental for Cause.  If this Agreement is terminated
        pursuant to Section 8.02(a), then the Covered Aircraft shall be
        withdrawn from the capacity purchase provisions of this Agreement as of the
        Termination Date and shall cease to be Covered Aircraft as of such
        date.  The provisions of this Section 8.03(a) shall
        supersede any Wind-Down Schedule delivered pursuant to any other provision
        of
        this Agreement.

       

      (b)  Termination
        by Continental for Breach or Change in Control.  If this
        Agreement is terminated by Continental under Section 8.02(b) or
Section 5.03, then the Covered Aircraft, or in the event of a termination
        under clause (iii) of Section 8.02(b), the Covered Aircraft that
        are included within the grounded Contractor Fleet, shall be withdrawn from
        the
        capacity purchase provisions of this Agreement in accordance with the following
        terms and conditions:

       

      (i)  Within
        90 days of delivery of any notice of termination delivered pursuant to
Section 8.02(b) or Section 5.03, which notice shall specify a
        Termination Date, Continental shall deliver to Contractor a Wind-Down Schedule,
        providing for the withdrawal of such Covered Aircraft from the capacity purchase
        provisions of this Agreement, delineating the number of each aircraft to
        be
        withdrawn by month.

       

      (ii)  In
        the
        event of a termination pursuant to Section 8.02(b) or Section
        5.03, the Wind-Down Schedule may not commence until the Termination Date
        and
        may not provide for the withdrawal of any Covered Aircraft beyond the applicable
        exit date for such Covered Aircraft.

       

      (c)  Termination
        by Contractor for Breach.  If this Agreement is terminated by
        Contractor under Section 8.02(c), then the Covered Aircraft shall be
        withdrawn from the capacity purchase provisions of this Agreement on the
        Termination Date, which shall be set forth in the notice of termination
        delivered by Contractor to Continental pursuant to Section 8.02(c) and
        shall be at least 180 days after the date of such notice.

       

      (d)  Termination
        at End of Term.  If the Agreement is terminated at the end of
        the Base Term (other than pursuant to Section 8.02), then each Covered
        Aircraft shall be withdrawn from the capacity purchase provisions of this
        Agreement on the first day of the month that is the tenth anniversary of
        the
        month in which such aircraft became a Covered Aircraft.

       

      Section
        8.04  Other
        Remedies for Breach.

       

      (a)  Material
        Breach by Contractor.  Upon a material breach of this
        Agreement by Contractor (including without limitation, those described in
        Section 8.02(b)), which breach shall not have been cured within
        60 days after written notice delivered by Continental to Contractor, then
        for the period from such 60th day until such breach is cured or the
        Agreement is otherwise terminated by Continental pursuant to
Section 8.02(b), in addition to, and not in limitation of, any
        recourse or remedy available to Continental at law or in equity, then as
        consideration for Continental’s forbearance in exercising its termination
        remedies (the parties having agreed that the value of such forbearance may
        be
        difficult to calculate) and without any further action by any party, each
        item
        of Base Compensation shall be decreased to an amount equal to such item of
        Base
        Compensation (per hour, departure or other unit of measurement, as applicable)
        divided by [***].

       

      (b)  Material
        Breach by Continental.  Upon a material breach of this
        Agreement by Continental, which breach shall not have been cured within
        60 days after written notice delivered by Contractor to Continental, then
        for the period from such 60th day until such breach is cured or the
        Agreement is otherwise terminated by Contractor pursuant to
Section 8.02(c), in addition to, and not in limitation of, any
        recourse or remedy available to Contractor at law or in equity, Contractor
        shall
        be entitled to obtain the payments due to it hereunder directly from Airline
        Clearing House, Inc. for the duration of such default.

       

      (c)  Labor
        Strike.  In the event of a Labor Strike, then the provisions
        of Paragraph B(4)(c) of Schedule 3 and Section 8.04(a)
        shall apply.

       

      (d)  Punitive
        Damages.  No party to this Agreement or any of its affiliates
        shall be liable to any other party hereto or any of its affiliates for claims
        for punitive, special or exemplary damages suffered by any party or its
        affiliates and arising out of or relating to this Agreement or the transactions
        contemplated hereby, regardless of whether a claim is based on contract,
        tort
        (including negligence), strict liability, violation of any applicable deceptive
        trade practices act or similar law or any other legal or equitable principle,
        and each party releases the others and their respective affiliates from
        liability for any such damages.  No party shall be entitled to
        rescission of this Agreement as a result of breach of any other party’s
        representations, warranties, covenants or agreements, or for any other matter;
        provided that nothing in this Section 8.04(d) shall restrict the
        right of any party to exercise any right to terminate this Agreement pursuant
        to
        the terms hereof.

       

      ARTICLE
        IX

      REPRESENTATIONS,
        WARRANTIES AND COVENANTS

       

      Section
        9.01  Representations
        and Warranties of Carrier and Parent.  Each of Carrier
        and Parent, jointly and severally, represents, warrants and covenants to
        Continental as of the date hereof as follows:

       

      (a)  Organization
        and Qualification.  Each of Carrier and Parent is a duly
        organized and validly existing corporation in good standing under the laws
        of
        its respective state of incorporation and has the corporate power and authority
        to own, operate and use its assets and to provide the Regional Airline
        Services.  Each of Carrier and Parent is duly qualified to do business
        as a foreign corporation under the laws of each jurisdiction that requires
        such
        qualification.

       

      (b)  Authority
        Relative to this Agreement.  Each of Carrier and Parent has
        the corporate power and authority to execute and deliver this Agreement and
        to
        consummate the transactions contemplated hereby in accordance with the terms
        hereof.  The execution and delivery of this Agreement and the
        consummation of the transactions contemplated hereby have been duly authorized
        by all necessary corporate action on the part of each of Carrier and
        Parent.  This Agreement has been duly and validly executed and
        delivered by each of Carrier and Parent and is, assuming due execution and
        delivery thereof by Continental and that Continental has legal power and
        right
        to enter into this Agreement, a valid and binding obligation of each of Carrier
        and Parent, enforceable against each of Carrier and Parent in accordance
        with
        its terms, except as enforcement hereof may be limited by bankruptcy,
        insolvency, fraudulent conveyance, reorganization, moratorium and other similar
        laws relating to or affecting the enforcement of creditors’ rights generally and
        legal principles of general applicability governing the availability of
        equitable remedies (whether considered in a proceeding in equity or at law
        or
        otherwise under applicable law).

       

      (c)  Conflicts.  Neither
        the execution or delivery of this Agreement nor the performance by Carrier
        or
        Parent of the transactions contemplated hereby will (i) violate, conflict
        with, or constitute a default under any of the terms of either Carrier’s or
        Parent’s certificate of incorporation, by-laws, or any provision of, or result
        in the acceleration of any obligation under, any material contract, sales
        commitment, license, purchase order, security agreement, mortgage, note,
        deed,
        lien, lease or other agreement to which Carrier or Parent is a party or by
        which
        any of them or any of their respective properties or assets may be bound,
        (ii) result in the creation or imposition of any lien, charge or
        encumbrance in favor of any third person or entity, (iii) violate any law,
        statute, judgment, decree, order, rule or regulation of any governmental
        authority or body, or (iv) constitute any event which, after notice or
        lapse of time or both, would result in such violation, conflict, default,
        acceleration or creation or imposition of liens, charges or
        encumbrances.

       

      (d)  No
        Default.  Neither Carrier nor Parent is (i) in violation
        of its charter or by-laws, (ii) in breach or default in any material
        respect, and no event has occurred which, with notice or lapse of time or
        both,
        would constitute such a breach or default, in the due performance or observance
        of any term, covenant or condition contained in any indenture, mortgage,
        deed of
        trust, loan agreement or other agreement or instrument to which it is a party
        or
        by which it is bound or to which any of its properties or assets is subject
        or
        (iii) in violation of any law, ordinance, governmental rule, regulation or
        court decree to which it or its property or assets may be subject or has
        failed
        to obtain any material license, permit, certificate, franchise or other
        governmental authorization or permit necessary to the ownership of its property
        or to the conduct of its business, where such violation, breach, default
        or
        failure would have a material adverse effect on Carrier or Parent or on
        Contractor’s ability to provide Regional Airlines Services and otherwise perform
        its obligations hereunder.  To the knowledge of each of Carrier and
        Parent, no third party to any indenture, mortgage, deed of trust, loan
        agreement, lease or other agreement or instrument that is material to Carrier
        or
        Parent and to which Carrier or Parent is a party or by which any of them
        are
        bound or to which any of their properties are subject, is in default in any
        material respect under any such agreement.

       

      (e)  Broker.  Neither
        Carrier nor Parent has retained or agreed to pay any broker or finder with
        respect to this Agreement and the transactions contemplated hereby.

       

      (f)  Financial
        Statements.  The financial statements (including the related
        notes and supporting schedules) of each of Carrier and Parent delivered (or,
        if
        filed with the Securities and Exchange Commission, made available) to
        Continental immediately prior to the date hereof fairly present in all material
        respects the consolidated financial position of Carrier and Parent, as the
        case
        may be, and their respective results of operations as of the dates and for
        the
        periods specified therein.  Since the date of the latest of such
        financial statements, there has been no material adverse change nor any
        development or event involving a prospective material adverse change with
        respect to Carrier or Parent, as the case may be.  Such financial
        statements have been prepared in accordance with generally accepted accounting
        principles in the United States consistently applied throughout the periods
        involved, except to the extent disclosed therein.

       

      (g)  Insurance.  Each
        of Carrier and Parent is insured by insurers of recognized financial
        responsibility against such losses and risks and in such amounts and with
        such
        deductibles as are customary in the businesses in which they are
        engaged.  Neither Carrier nor Parent has received notice of
        cancellation or non-renewal of such insurance.  All such insurance is
        outstanding and duly in force on the date hereof.  Neither Carrier nor
        Parent has any reason to believe that it will not be able to renew its existing
        insurance coverage as and when such coverage expires or to obtain similar
        coverage from similar insurers as may be necessary to continue its business
        at a
        cost that would not have a material adverse effect on Carrier or
        Parent.

       

      (h)  No
        Proceedings.  There are no legal or governmental proceedings
        pending, or investigations commenced of which Carrier or Parent has received
        notice, in each case to which Carrier or Parent is a party or of which any
        property or assets of Carrier or Parent is the subject which, if determined
        adversely to Carrier or Parent, would individually or in the aggregate have
        a
        material adverse effect on Carrier or Parent or on Contractor’s ability to
        provide Regional Airlines Services and otherwise perform its obligations
        hereunder; and to the best knowledge of Carrier and Parent, no such proceedings
        are threatened or contemplated by governmental authorities or threatened
        by
        others.

       

      (i)  No
        Labor Dispute.  No labor dispute with the employees of
        Carrier exists or, to the knowledge of Carrier or Parent, is imminent which
        would reasonably be expected to have a material adverse effect on Contractor
        or
        on its ability to provide Regional Airlines Services and otherwise perform
        their
        respective obligations hereunder.

       

      (j)  Permits.  Each
        of Carrier and Parent possesses, or in the case of the Covered Aircraft,
        will
        possess not later than thirty days prior to the first Scheduled Delivery
        Date of
        a Covered Aircraft hereunder, all material certificates, authorizations and
        permits issued by FAA and other applicable federal, state or foreign regulatory
        authorities necessary to conduct their respective businesses, to provide
        Regional Airlines Services and otherwise to perform their respective obligations
        hereunder, and neither Carrier nor Parent has received any notice of proceedings
        relating to the revocation or modification of any such certificate,
        authorization or permit which, individually or in the aggregate, if the subject
        of an unfavorable decision, ruling or finding, would result in a material
        adverse effect on Carrier or Parent or on their ability to conduct their
        respective businesses, to provide Regional Airlines Services and otherwise
        to
        perform their respective obligations hereunder.

       

      (k)  Delivery
        of Covered Aircraft.  Contractor shall present for service as
        Covered Aircraft each of the aircraft set forth on Schedule 1 not later
        than the Scheduled Delivery Date therefor.

       

      Section
        9.02  Representations
        and Warranties of Continental.  Continental represents and
        warrants to each of Carrier and Parent as of the date hereof as
        follows:

       

      (a)  Organization
        and Qualification.  Continental is a duly incorporated and
        validly existing corporation in good standing under the laws of the State
        of
        Delaware.

       

      (b)  Authority
        Relative to this Agreement.  Continental has the corporate
        power and authority to execute and deliver this Agreement and to consummate
        the
        transactions contemplated hereby in accordance with the terms
        hereof.  The execution and delivery of this Agreement and the
        consummation of the transactions contemplated hereby have been duly authorized
        by all necessary corporate action on the part of Continental.  This
        Agreement has been duly and validly executed and delivered by Continental
        and
        is, assuming due execution and delivery thereof by Carrier and Parent and
        that
        Carrier and Parent each has legal power and right to enter into this Agreement,
        a valid and binding obligation of Continental, enforceable against Continental
        in accordance with its terms, except as enforcement hereof may be limited
        by
        bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
        and
        other similar laws relating to or affecting the enforcement of creditors’ rights
        generally and legal principles of general applicability governing the
        availability of equitable remedies (whether considered in a proceeding in
        equity
        or at law or otherwise under applicable law).

       

      (c)  Conflicts;
        Defaults.  Neither the execution or delivery of this
        Agreement nor the performance by Continental of the transactions contemplated
        hereby will (i) violate, conflict with, or constitute a default under any
        of the terms of Continental’s certificate of incorporation, by-laws, or any
        provision of, or result in the acceleration of any obligation under, any
        material contract, sales commitment, license, purchase order, security
        agreement, mortgage, note, deed, lien, lease or other agreement to which
        Continental is a party or by which it or its properties or assets may be
        bound,
        (ii) result in the creation or imposition of any lien, charge or
        encumbrance in favor of any third person or entity, (iii) violate any law,
        statute, judgment, decree, order, rule or regulation of any governmental
        authority or body, or (iv) constitute any event which, after notice or
        lapse of time or both, would result in such violation, conflict, default,
        acceleration or creation or imposition of liens, charges or
        encumbrances.

       

      (d)  Broker.  Continental
        has not retained or agreed to pay any broker or finder with respect to this
        Agreement and the transactions contemplated hereby.

       

      (e)  No
        Proceedings.  There are no legal or governmental proceedings
        pending, or investigations commenced of which Continental has received notice,
        in each case to which Continental is a party or of which any property or
        assets
        of Continental is the subject which, if determined adversely to Continental,
        would individually or in the aggregate have a material adverse effect on
        Continental or on its ability to perform its obligations hereunder; and to
        the
        best knowledge of Continental, no such proceedings are threatened or
        contemplated by governmental authorities or threatened by others.

       

      ARTICLE
        X

      MISCELLANEOUS

       

      Section
        10.01  Notices.  All
        notices made pursuant to this Agreement shall be in writing and shall be
        deemed
        given upon (a) a transmitter’s confirmation of a receipt of a facsimile
        transmission (but only if followed by confirmed delivery by a standard overnight
        courier the following Business Day or if delivered by hand the following
        Business Day), or (b) confirmed delivery by a standard overnight courier or
        delivered by hand, to the parties at the following addresses:

       

      if
        to
        Continental:

      


      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSCD

      Houston,
        Texas 77002

      Attention:
        Senior Vice President –
Corporate Development

      Telecopy
        No.: [***]

      


      with
        a
        copy to:

      


      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSLG

      Houston,
        Texas 77002

      Attention:
        General Counsel

      Telecopy
        No.: [***]

      and
        to:

      


      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSFP

      Houston,
        Texas 77002

      Attention:
        Staff Vice President –
Financial Planning

      Telecopy
        No.: [***]

      


      if
        to
        Carrier:

      


      Colgan
        Air, Inc.

      10677
        Aviation Lane

      Manassas,
        VA 20110

      Attention:  President

      Telecopy
        No.: [***]

      


      if
        to
        Parent:

      


      Pinnacle
        Airlines Corp.

      1689
        Nonconnah Blvd. #111

      Memphis,
        Tennessee 38132

      Attention:  Chief
        Financial Officer

      Telecopy
        No.: [***]

      


      or
        to
        such other address as any party hereto may have furnished to the other parties
        by a notice in writing in accordance with this Section
        10.01.

       

      Section
        10.02  Binding
        Effect; Assignment.  This Agreement and all of the
        provisions hereof shall be binding upon the parties hereto and inure to the
        benefit of the parties hereto and their respective successors and permitted
        assigns.  Except with respect to a merger or other consolidation of
        either party with another Person (and without limiting Continental’s rights
        pursuant to Section 5.03 hereof), neither this Agreement nor any of the rights,
        interests or obligations hereunder shall be assigned by any party hereto
        without
        the prior written consent of the other parties.

       

      Section
        10.03  Amendment
        and Modification.  This Agreement may not be amended
        or modified in any respect except by a written agreement signed by the parties
        hereto that specifically states that it is intended to amend or modify this
        Agreement.

       

      Section
        10.04  Waiver.  The
        observance of any term of this Agreement may be waived (either generally
        or in a
        particular instance and either retroactively or prospectively) by the party
        entitled to enforce such term, but such waiver shall be effective only if
        it is
        in writing signed by the party against which such waiver is to be asserted
        that
        specifically states that it is intended to waive such term.  Unless
        otherwise expressly provided in this Agreement, no delay or omission on the
        part
        of any party in exercising any right or privilege under this Agreement shall
        operate as a waiver thereof, nor shall any waiver on the part of any party
        of
        any right or privilege under this Agreement operate as a waiver of any other
        right or privilege under this Agreement nor shall any single or partial exercise
        of any right or privilege preclude any other or further exercise thereof
        or the
        exercise of any other right or privilege under this Agreement.  No
        failure by any party to take any action or assert any right or privilege
        hereunder shall be deemed to be a waiver of such right or privilege in the
        event
        of the continuation or repetition of the circumstances giving rise to such
        right
        unless expressly waived in writing by each party against whom the existence
        of
        such waiver is asserted.

       

      Section
        10.05  Interpretation.  The
        table of contents and the section and other headings and subheadings contained
        in this Agreement and in the exhibits and schedules hereto are solely for
        the
        purpose of reference, are not part of the agreement of the parties hereto,
        and
        shall not in any way affect the meaning or interpretation of this Agreement
        or
        any exhibit or schedule hereto.  All references to days or months
        shall be deemed references to calendar days or months.  All references
        to “$” shall be deemed references to United States dollars.  Unless
        the context otherwise requires, any reference to an “Article,” a “Section,” an
“Exhibit,” or a “Schedule” shall be deemed to refer to a section of this
        Agreement or an exhibit or schedule to this Agreement, as
        applicable.  The words “hereof,” “herein” and “hereunder” and words of
        similar import referring to this Agreement refer to this Agreement as a whole
        and not to any particular provision of this Agreement.  Whenever the
        words “include,” “includes” or “including” are used in this Agreement, unless
        otherwise specifically provided, they shall be deemed to be followed by the
        words “without limitation.”  This Agreement shall be construed without
        regard to any presumption or rule requiring construction or interpretation
        against the party drafting or causing the document to be drafted.

       

      Section
        10.06  Confidentiality.  Except
        as required by law or stock exchange regulation or in any proceeding to enforce
        the provisions of this Agreement, or as otherwise provided below, Contractor
        hereby agrees not to publicize or disclose to any third party the terms or
        conditions of this Agreement or any of the Ancillary Agreements, or any exhibit,
        schedule or appendix hereto or thereto, without the prior written consent
        of
        Continental.  Except as required by law or stock exchange regulation
        or in any proceeding to enforce the provisions of this Agreement or any of
        the
        Ancillary Agreements, or as otherwise provided below, Contractor hereby agrees
        not to disclose to any third party any confidential information or data,
        both
        oral and written, received from the other, whether pursuant to or in connection
        with this Agreement or any of the Ancillary Agreements, and designated as
        such
        by the other without the prior written consent of
        Continental.  Contractor shall be entitled to share this Agreement and
        any of the Ancillary Agreements with any of its lenders, financiers or potential
        lenders and potential financiers, in each case who agree in writing to keep
        such
        information confidential and to use such information solely for the purposes
        of
        making a loan or otherwise extending credit to Contractor, and of considering
        such a transaction; provided that such Person may not be a commercial air
        carrier or a subsidiary or parent of a commercial air
        carrier.  Contractor hereby agrees not to use any such confidential
        information or data of the other party other than in connection with performing
        its obligations or enforcing its rights under this Agreement or any of the
        Ancillary Agreements, or as otherwise expressly contemplated by this Agreement
        or any of the Ancillary Agreements.  If Contractor is served with a
        subpoena or other process requiring the production or disclosure of any of
        such
        agreements or information, then, before complying with such subpoena or other
        process, Contractor shall immediately notify Continental of same and permit
        Continental a reasonable period of time to intervene and contest disclosure
        or
        production.  Upon termination of this Agreement, each party must
        return to each other any confidential information or data received from the
        other and designated as such by the party providing such confidential
        information or data which is still in the recipient’s possession or
        control.  Continental shall not be restricted from disclosing publicly
        or to any third party the terms and conditions of this Agreement or any of
        the
        Ancillary Agreements, or any exhibit, schedule or appendix hereto or thereto,
        or
        from making use of any information or data relating thereto or to Regional
        Airlines Services; provided, that except as required by law or stock exchange
        regulation or in any proceeding to enforce the provisions of this Agreement
        or
        any of the Ancillary Agreements, Continental will only disclose confidential
        information or data received from Contractor to a third party who has agreed
        to
        keep such information confidential.  The provisions of this
        Section 10.06 shall survive the termination of this Agreement for a period
        of ten years.  

       

      Section
        10.07  Arbitration.
        

       

      (a)  Agreement
        to Arbitrate.  Subject to the equitable remedies provided
        under Section 10.10, any and all claims, demands, causes of action,
        disputes, controversies and other matters in question (all of which are referred
        to herein as “Claims”) arising out of or relating to this Agreement,
        shall be resolved by binding arbitration pursuant to the procedures set forth
        by
        the International Institute for Conflict Prevention and Resolution (the
“CPR”).  Subject to the equitable remedies provided under
Section 10.10, each of the parties agrees that arbitration under
        this Section 10.07 is the exclusive method for resolving any Claim
        and that it will not commence an action or proceeding based on a Claim
        hereunder, except to enforce the arbitrators’ decisions as provided in this
Section 10.07, to compel any other party to participate in
        arbitration under this Section 10.07.  The governing law
        for any such action or proceeding shall be the law set forth in
Section 10.07(f).

       

      (b)  Initiation
        of Arbitration.  If any Claim has not been resolved by mutual
        agreement on or before the 15th day following the first notice of the Claim
        to or from a disputing party, then the arbitration may be initiated by one
        party
        by providing to the other party a written notice of arbitration specifying
        the
        Claim or Claims to be arbitrated.  If a party refuses to honor its
        obligations to arbitrate under this provision, the other party may compel
        arbitration in either federal or state court in Houston, Texas and seek recovery
        of its attorneys’ fees and court costs incurred if the arbitration is ordered to
        proceed.

       

      (c)  Place
        of Arbitration.  The arbitration proceeding shall be
        conducted in Houston, Texas, or some other location mutually agreed upon
        by the
        parties.

       

      (d)  Selection
        of Arbitrators.  The arbitration panel (the “Panel”)
        shall consist of three arbitrators who are qualified to hear the type of
        Claim
        at issue.  They may be selected by agreement of the Parties within
        thirty days of the notice initiating the arbitration procedure, or from the
        date
        of any order compelling such arbitration to proceed.  If the Parties
        fail to agree upon the designation of any or all the Panel, then the Parties
        shall request the assistance of the CPR.  The Panel shall make all of
        its decisions by majority vote.  Evident partiality on the part of an
        arbitrator exists only where the circumstances are such that a reasonable
        person
        would have to conclude there in fact existed actual bias, and a mere appearance
        or impression of bias will not constitute evident partiality or otherwise
        disqualify an arbitrator.   The decision of the Panel will be
        binding and non-appealable, except as permitted under the Federal Arbitration
        Act.

       

      (e)  Choice
        of Law as to Procedural Matters.  The enforcement of this
        agreement to arbitrate, and all procedural aspects of the proceeding pursuant
        to
        this agreement to arbitrate, including but not limited to, the issues subject
        to
        arbitration (i.e., arbitrability), the scope of the arbitrable issues, and
        the rules governing the conduct of the arbitration, unless otherwise agreed
        by
        the Parties, shall be governed by and construed pursuant to the Federal
        Arbitration Act.

       

      (f)  Choice
        of Law as to Substantive Claims.  In deciding the substance
        of the parties’ Claims, the arbitrators shall apply the substantive laws of the
        State of Texas (excluding Texas choice-of-law principles that might call
        for the
        application of the law of another jurisdiction).

       

      (g)  Procedure.  It
        is contemplated that the arbitration proceeding will be self-administered
        by the
        parties and conducted in accordance with procedures jointly determined by
        the
        Panel and the Parties; provided, however, that if either or both Parties
        believes the process will be enhanced if it is administered by the CPR, then
        either or both Parties shall have the right to cause the process to become
        administered by the CPR and, thereafter, the arbitration shall be conducted,
        where applicable or appropriate, pursuant to the administration of the
        CPR.  In determining the extent of discovery, the number and length of
        depositions, and all other pre-hearing matters, the Panel shall endeavor
        to the
        extent possible to streamline the proceedings and minimize the time and cost
        of
        the proceedings.

       

      (h)  Final
        Hearing.  The final hearing shall be conducted within
        120 days of the selection of the entire Panel.  The final hearing
        shall not exceed ten business days, with each party to be granted one-half
        of the allocated time to present its case to the arbitrators, unless otherwise
        agreed by the Parties.

       

      (i)  Damages.  Only
        actual damages may be awarded.  It is expressly agreed that the Panel
        shall have no authority to award treble, exemplary or punitive damages of
        any
        type under any circumstances regardless of whether such damages may be available
        under the applicable law.

       

      (j)  Decision
        of the Arbitration.  The Panel shall render its final
        decision and award in writing within 20 days of the completion of the final
        hearing completely resolving all of the Claims that are the subject of the
        arbitration proceeding.  The Panel shall certify in its decision that
        no part of its award includes any amount for treble, exemplary or punitive
        damages.  The Panel’s decision and award shall be final and
        non-appealable to the maximum extent permitted by law.  Any and all of
        the Panel’s orders and decisions will be enforceable in, and judgment upon any
        award rendered in the arbitration proceeding may be confirmed and entered
        by,
        any federal or state court in Houston, Texas having jurisdiction.

       

      (k)  Confidentiality.  All
        proceedings conducted hereunder and the decision and award of the Panel shall
        be
        kept confidential by the Panel and, except as required by law or stock exchange
        regulation or in any proceeding to enforce any decision or award by the Panel,
        by the Parties.

       

      Section
        10.08  Counterparts.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.  The Agreement may be executed by facsimile
        signature.

       

      Section
        10.09  Severability.  Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof.  Any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      Section
        10.10  Equitable
        Remedies.  Each of Continental and Contractor
        acknowledges and agrees that, under certain circumstances, the breach by
        Continental or Contractor of a term or provision of this Agreement will
        materially and irreparably harm the other party, that money damages will
        accordingly not be an adequate remedy for such breach and that the
        non-defaulting party, in its sole discretion and in addition to its rights
        under
        this Agreement and any other remedies it may have at law or in equity (and
        notwithstanding the provisions of Section 10.07 above), may apply to any
        court
        of law or equity of competent jurisdiction (without posting any bond or deposit)
        for specific performance and/or other injunctive relief in order to enforce
        or
        prevent any breach of the provisions of this Agreement.  

       

      Section
        10.11  Relationship
        of Parties.  Nothing in this Agreement shall be
        interpreted or construed as establishing between the parties a partnership,
        joint venture or other similar arrangement.  

       

      Section
        10.12  Entire
        Agreement; No Third Party Beneficiaries.  This
        Agreement (including the exhibits and schedules hereto) and the Ancillary
        Agreements are intended by the parties as a complete statement of the entire
        agreement and understanding of the parties with respect to the subject matter
        hereof and all matters between the parties related to the subject matter
        herein
        or therein set forth.  This Agreement is made among, and for the
        benefit of, the parties hereto, and the parties do not intend to create any
        third-party beneficiaries hereby, and no other Person shall have any rights
        arising under, or interests in or to, this Agreement.  

       

      Section
        10.13  Governing
        Law.  Except with respect to matters referenced in
        Section 10.07(e) (which shall be governed by and construed pursuant to the
        Federal Arbitration Act), this Agreement shall be governed by and construed
        in
        accordance with the laws of the State of Texas (excluding Texas choice-of-law
        principles that might call for the application of the law of another
        jurisdiction) as to all matters, including matters of validity, construction,
        effect, performance and remedies.  Except as otherwise provided in
        Section 10.07(e), any action arising out of this Agreement or the rights
        and
        duties of the parties arising hereunder may be brought, if at all, only in
        the
        state or federal courts located in Harris County, Texas. 

       

      Section
        10.14  Right
        of Set-Off.  If any party hereto shall be in default
        hereunder or under any Ancillary Agreement to any other party hereto, then
        in
        any such case the non-defaulting party shall be entitled to set off from
        any
        payment owed by such non-defaulting party to the defaulting party hereunder
        any
        amount owed by the defaulting party to the non-defaulting party thereunder;
        provided that contemporaneously with any such set-off, the non-defaulting
        party
        shall give written notice of such action to the defaulting party; provided
        further that the failure to give such notice shall not affect the validity
        of
        the set-off.  It is specifically agreed that (i) for purposes of
        the set-off by any non-defaulting party, mutuality shall be deemed to exist
        between Continental and Contractor; (ii) reciprocity between Continental
        and Contractor exists with respect to their relative rights and obligations
        in
        respect of any such set-off; and (iii) the right of set-off is given as
        additional security to induce the parties to enter into the transactions
        contemplated hereby and by the Ancillary Agreements.  Upon completion
        of any such set-off, the obligation of the defaulting party to the
        non-defaulting party shall be extinguished to the extent of the amount so
        set-off.  Each party hereto further waives any right to assert as a
        defense to any attempted set-off the requirements of liquidation or
        mutuality.  This set-off provision shall be without prejudice, and in
        addition, to any right of set-off, combination of accounts, lien or other
        right
        to which any non-defaulting party is at any time otherwise entitled (either
        by
        operation of law, contract or otherwise), including without limitation pursuant
        to Section 3.06(b)(ii) hereof.

       

      Section
        10.15  Cooperation
        with Respect to Reporting.  Each of the parties hereto
        agrees to use its commercially reasonable efforts to cooperate with each
        other
        party in providing necessary data, to the extent in the possession of the
        first
        party, required by such other party in order to meet any reporting requirements
        to, or otherwise in connection with any filing with or provision of information
        to be made to, any regulatory agency or other governmental
        authority.

       

      Section
        10.16  Parent
        Guarantee.  Contemporaneous with the execution and
        delivery of this Agreement, Parent shall execute a guarantee in favor of
        Continental in form of Exhibit L.  Parent hereby agrees that it shall
        not participate in any transaction or series of transactions if, after giving
        effect to such transaction or series of transactions, Contractor will become
        the
        Subsidiary of another Person, unless at the time such transactions are
        consummated the entity with respect to which Contractor is or will be a
        Subsidiary executes and delivers to Continental a guarantee of the obligations
        of Contractor under this Agreement and the Ancillary Agreements substantially
        in
        the form of Exhibit L.

       

      Section
        10.17  Transition
        Arrangements.

       

      (a)  Scheduling.  Subsequent
        to the execution of this Agreement, and prior to the commencement of the
        Term,
        Contractor and Continental shall work together to facilitate the initial
        monthly
        scheduling of Scheduled Flights.

       

      (b)  Other
        Setup Arrangements. Subsequent to the execution of this Agreement, and
        prior to the commencement of the Term, Contractor and Continental shall work
        together to facilitate all other relevant aspects of the commencement of
        Contractor’s provision of Regional Airlines Services as of the beginning of the
        Term, including without limitation the provision of passenger-related airport
        services, ground handling services and technology-related services.

       

      Section
        10.18  Alternative
        Aircraft.  At any time that Continental desires to
        utilize aircraft other than aircraft constituting part of the Contractor
        Fleet,
        Contractor and Continental agree to meet and discuss in good faith the
        appropriate adjustments to this Agreement necessary to include such other
        aircraft as a Covered Aircraft and part of the Contractor Fleet. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Capacity Purchase
        Agreement to be duly executed and delivered as of the date and year first
        written above.

      


      CONTINENTAL
        AIRLINES,
        INC.

      


      


      By:           /s/
        Jeffery A. Smisek

      Name:     Jeffery
        A.
        Smisek

      Title:       President

      


      


      PINNACLE
        AIRLINES CORP.

      


      


      By:           /s/
        Philip H. Trenary

      Name:     Philip
        H.
        Trenary

      Title:       President
        & CEO

      


      


      COLGAN
        AIR, INC.

      


      


      By:           /s/
        Philip H. Trenary

      Name:      Philip
        H. Trenary

      Title:        Vice
        President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      SCHEDULE
        1

      Aircraft
Delivery
        Schedule

      


      
        	
                Number*

              	
                Aircraft
                  Type

              	
                Scheduled
                  Delivery Date**

              
	
                1.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                2.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                3.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                4.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                5.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                6.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                7.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                8.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                9.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                10.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                11.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                12.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                13.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                14.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	
                15.  

              	
                Bombardier
                  Q400

              	
                [***]

              
	 	 	 


      

       

      Each
        of
        the Bombardier Q400 aircraft shall be a new aircraft outfitted with all basic
        equipment and standard options required to operate the aircraft and provide
        a
        level of service consistent with Continental operations. The Bombardier Q400
        aircraft shall be delivered for service hereunder configured with 74 seats
        as
        shown on Schedule 2 hereto and shall additionally be equipped with the optional
        equipment specified on Schedule 4 hereto; provided, that Continental may
        instead
        specify an alternative configuration of 74 seats with 31” pitch as shown as the
        alternative configuration on Schedule 2 if Continental provides Contractor
        with
        written notice of such election at least 15 days prior to the date by which
        Contractor must inform the manufacturer of the final seat configuration for
        the
        applicable aircraft.

      


      The
        spare
        aircraft shall be aircraft position [***] or later, unless otherwise agreed
        by
        Continental.

      


      *
        Parent
        represents that it has secured Bombardier Q400 aircraft delivery option rights
        from the manufacturer that would permit Parent to purchase from the manufacturer
        (and that require the manufacturer to sell to Parent) one or more (but not
        more
        than [***]) additional Q400 aircraft (at Parent’s option), with scheduled
        delivery dates (if the applicable related option therefor is exercised) as
        follows: [***] aircraft a month beginning in [***] and continuing each month
        thereafter through and including [***] (being a total of up to [***] additional
        aircraft delivery positions).  It is acknowledged that Parent is required
        to give the manufacturer notice of Parent’s exercise of the applicable option
        right for each additional aircraft to which such option right applies [***]
        months prior to the applicable related aircraft’s scheduled delivery month
        as above provided. It is agreed that Continental may direct Parent to
        exercise any one or more option rights for the applicable related option
        aircraft by providing Parent with written notice of such direction prior to
        the date that is 10 business days before the final date by which Parent must
        provide the manufacturer with notice of the exercise of the
        applicable option right (and upon such direction Parent agrees that it
        will exercise the subject option right). If Continental provides such
        direction, Contractor and Continental shall add the applicable option
        aircraft and the Scheduled Delivery Date therefor to this Schedule 1,
        such that such option aircraft will be designated as a Covered Aircraft
        hereunder and become subject to the provisions of this Agreement for the
        remaining Term; provided that the rate set forth on Appendix 1 to Schedule
        3 as
        the rate “for each Covered Aircraft for each day in the Term” shall be increased
        or decreased for each such additional aircraft when such aircraft is delivered
        for service hereunder proportionately based on any percentage increase
        or decrease in the aircraft purchase cost relative to the average purchase
        cost for each of the first [***] Covered Aircraft.  Parent agrees not
        to amend the terms applicable to the option rights for such additional aircraft
        without Continental’s prior written approval and further that Parent shall cause
        to be fulfilled any conditions imposed by the manufacturer related to such
        option rights such that such option rights shall remain effective in favor
        of
        Parent as herein contemplated throughout the applicable option periods.  In
        addition, should Continental request Parent and manufacturer to adjust any
        of the dates referenced herein related to the option rights, Parent agrees
        to negotiate in good faith with Continental and the manufacturer to do
        so.

      


      **
        The
        precise delivery date within the specified calendar month shall be determined
        by
        mutual agreement of Contractor and Continental.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

      Seating
        Configuration

      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        3

      Compensation

      


      
        	
                A.  

              	
                Base
                  and Incentive Compensation.

              


      

      
        	
                1.  

              	
                Base
                  Compensation.  Continental will pay to Contractor, in
                  respect of the Covered Aircraft, block hours, flight hours, departures
                  and
                  each day in the Term, an amount calculated for each of the foregoing
                  measurements and aggregated, as follows for each calendar
                  month:

                 

              


      

      
        	
                a.  

              	
                the
                  weighted average number of Covered Aircraft during such month,
                  multiplied
                  by the “for each Covered Aircraft for each day in the Term” rate as set
                  forth in Appendix 1 hereto, multiplied by the actual number of days
                  in such month; plus

                 

              


      

      
        	
                b.  

              	
                the
                  number of block hours set forth on the Final Monthly Schedule for
                  such
                  month, multiplied by the “block hour” rate as set forth in Appendix
                  1 hereto, multiplied by [***]; plus

                 

              


      

      
        	
                c.  

              	
                for
                  the first [***] months of the Term, flight hours calculated at
                  [***] of
                  the number of block hours set forth on the Final Monthly Schedule
                  for such
                  month, and thereafter the trailing two-month average ratio of actual
                  flight hours flown to actual block hours flown, multiplied by the
                  number
                  of block hours set forth on the Final Monthly Schedule for such
                  month, in
                  each case multiplied by the “flight hour” rate as set forth in Appendix
                  1 hereto, multiplied by [***]; plus

                 

              


      

      
        	
                d.  

              	
                the
                  number of departures set forth on the Final Monthly Schedule for
                  such
                  month, multiplied by the rate set forth in Appendix 1 hereto for
                  each Scheduled Flight departure, multiplied by [***]; plus

                 

              


      

      
        	
                e.  

              	
                the
                  number of departures set forth on the Final Monthly Schedule for
                  such
                  month at all Contractor Airports, multiplied by the rate set forth
                  in
                  Appendix 1 hereto for each Scheduled Flight departure at a
                  Contractor Airport, multiplied by [***]; plus

                 

              


      

      
        	
                f.  

              	
                the
                  actual number of days in such month multiplied by the “each day in the
                  Term” rate set forth in Appendix 1 hereto; provided, that
                  until such time as all of the Covered Aircraft set forth on Schedule
                  1 have been delivered (and after such time as Covered Aircraft
                  begin
                  exiting service hereunder), the “each day in the Term” rate set forth on
                  Appendix 1 shall be deemed to be, for each day during the relevant
                  period, [***] of the amount set forth on such appendix multiplied
                  by the
                  number of Covered Aircraft then delivered and remaining in service
                  hereunder on or prior to such day (except that if Continental has
                  previously elected to increase the number of Covered Aircraft pursuant
                  to
                  Schedule 1, then the [***] multiplier shall be further adjusted
                  to reflect
                  the total number of Covered Aircraft that will be, or have been
                  as
                  applicable, delivered hereunder).

                 

              


      

                      In
        addition,
        Continental will pay Contractor an allocation for Reconciled Expenses set
        forth
        in Appendix 3, and as reconciled and further described in Paragraph
        B(6)(a) below:

       

      
        	
                g.  

              	
                for
                  Reconciled Expenses constituting payments for Terminal Facilities
                  at
                  Contractor Airports, glycol and de-icing costs at Contractor Airports,
                  and
                  passenger-related interrupted trip costs (including hotel, meal
                  and
                  calling card vouchers) and baggage handling claims, repairs and
                  delivery
                  costs related to Uncontrollable Cancellations and oversales at
                  Contractor
                  Airports, Base Compensation shall include the amount set forth
                  for such
                  Reconciled Expenses on Appendix 3; and

                 

              


      

      
        	
                h.  

              	
                for
                  Reconciled Expenses constituting payments for passenger liability
                  insurance, hull and war risk insurance costs, landing fees and
                  air
                  navigation fees, Base Compensation shall include an allocation
                  based on
                  the factors set forth for such Reconciled Expenses on Appendix 3
                  and calculated in accordance with Paragraph B(6)(b).

                 

              


      

                      The
        aggregate Base
        Compensation shall be invoiced as provided in
Section 3.06(a).

       

      
        	
                2.  

              	
                Incentive
                  Compensation.  With respect to each calendar month,
                  incentive compensation shall be calculated as follows:

                 

              


      

      
        	
                a.  

              	
                On-Time
                  Bonus/Rebate.  The reconciliation for any calendar month
                  shall include, as applicable, a bonus (represented by a payment
                  by
                  Continental to Contractor) or a rebate (represented by a payment
                  by
                  Contractor to Continental), in each case in respect of on-time
                  performance, as determined pursuant to Appendix 4 to this
                  Schedule 3.

                 

              


      

      
        	
                b.  

              	
                Fuel
                  Efficiency Bonus.  The reconciliation for any calendar
                  month shall include, as applicable, a bonus (represented by a payment
                  by
                  Continental to Contractor) in respect of Fuel burn efficiency,
                  as
                  determined pursuant to Appendix 4 to this Schedule
                  3.

                 

              


      

                      The
        aggregate
        Incentive Compensation shall be invoiced as provided in
Section 3.06(b).

       

      
        	
                B.  

              	
                Expenses
                  and Reconciliation.

                 

              


      

      
        	
                1.  

              	
                Passenger
                  and Cargo Revenue-Related Expenses.  With respect to
                  Scheduled Flights, in consideration of the provision by Contractor
                  of
                  Regional Airline Services and its compliance with the other terms
                  and
                  conditions of this Agreement, the following expenses shall be incurred
                  directly by Continental:

                 

              


      

      
        	
                a.  

              	
                passenger
                  and cargo revenue-related expenses, including but not limited to
                  commissions, taxes and fees related to the transportation of passengers
                  or
                  cargo, food and beverage costs, charges for fare or tariff filings,
                  sales
                  and advertising costs, computer reservation system fees, credit
                  card fees,
                  interline fees, revenue taxes, GDS fees, airport collateral materials,
                  reservation costs, revenue accounting costs, including costs associated
                  with ticket sales reporting and unreported sales, OnePass participation
                  costs and Continental Currencies;

                 

              


      

      
        	
                b.  

              	
                glycol,
                  de-icing and snow removal costs at Continental Airports;

                 

              


      

      
        	
                c.  

              	
                denied
                  boarding amenities and travel certificates issued in connection
                  with
                  oversales;

                 

              


      

      
        	
                d.  

              	
                passenger-related
                  interrupted trip costs (including hotel, meal and calling cards
                  vouchers)
                  and baggage handling claims, repairs and delivery costs related
                  to
                  Uncontrollable Cancellations and oversales at Continental
                  Airports;

                 

              


      

      
        	
                e.  

              	
                as
                  provided by and in consideration of Contractor’s compliance with its
                  obligations under this Agreement and the Ancillary Agreements,
                  fuel, fuel
                  taxes and fuel into plane charges, including administration fees,
                  if
                  any;

                 

              


      

      
        	
                f.  

              	
                rent
                  for Terminal Facilities at Continental Airports;

                 

              


      

      
        	
                g.  

              	
                ground
                  handling costs at Continental Airports, for which costs Continental
                  is
                  responsible pursuant to the Continental Ground Handling Agreement;
                  and

                 

              


      

      
        	
                h.  

              	
                technology
                  services related to all passenger services processes.

                 

              


      

      
        	
                2.  

              	
                [reserved]

                 

              


      

      
        	
                3.  

              	
                Flight
                  Reconciliation.

                 

              


      

      
        	
                a.  

              	
                With
                  respect to Scheduled Flights, for any calendar month in which Contractor’s
                  actual block hours flown exceeds the block hours invoiced pursuant
                  to
                  Paragraph A(1)(b) for such calendar month, then the reconciliation
                  for such period shall include a payment by Continental to Contractor
                  in an
                  amount equal to the product of (i) the difference between the actual
                  block
                  hours flown for Scheduled Flights and such invoiced block hours,
                  multiplied by (ii) the Base Compensation per block hour as set
                  forth in
                  Appendix 1 hereto.

                 

              


      

      
        	
                b.  

              	
                With
                  respect to Scheduled Flights, for any calendar month for which
                  the block
                  hours invoiced pursuant to Paragraph A(1)(b) exceeds Contractor’s
                  actual block hours flown in such calendar month, then the reconciliation
                  for such period shall include a payment by Contractor to Continental
                  in an
                  amount equal to the product of (i) the difference between such
                  invoiced
                  block hours and the actual block hours flown for Scheduled Flights,
                  multiplied by (ii) the Base Compensation per block hour as set
                  forth in
                  Appendix 1 hereto.

                 

              


      

      
        	
                c.  

              	
                With
                  respect to Scheduled Flights, for any calendar month in which Contractor’s
                  actual flight hours flown exceeds the flight hours invoiced pursuant
                  to
                  Paragraph A(1)(c) for such calendar month, then the reconciliation
                  for such period shall include a payment by Continental to Contractor
                  in an
                  amount equal to the product of (i) the difference between the actual
                  flight hours flown for Scheduled Flights and such invoiced flight
                  hours,
                  multiplied by (ii) the Base Compensation per flight hour as set
                  forth in
                  Appendix 1 hereto.

                 

              


      

      
        	
                d.  

              	
                With
                  respect to Scheduled Flights, for any calendar month for which
                  the
                  scheduled flight hours invoiced pursuant to Paragraph A(1)(b)
                  exceeds Contractor’s actual flight hours flown in such calendar month,
                  then the reconciliation for such period shall include a payment
                  by
                  Contractor to Continental in an amount equal to the product of
                  (i) the
                  difference between such invoiced flight hours and the actual flight
                  hours
                  flown for Scheduled Flights, multiplied by (ii) the Base Compensation
                  per
                  flight hour as set forth in Appendix 1 hereto.

                 

              


      

      
        	
                 

              	
                           
                  e.

              	
                With
                  respect to Scheduled Flights, for any calendar month in which Contractor’s
                  actual departures exceeds the scheduled departures invoiced pursuant
                  to
                  Paragraph A(1)(d) for such calendar month, then the reconciliation
                  for such period shall include a payment by Continental to Contractor
                  in an
                  amount equal to the product of (i) the difference between the departures
                  for Scheduled Flights and such invoiced departures, multiplied
                  by (ii) the
                  Base Compensation per Scheduled Flight departure as set forth in
                  Appendix 1 hereto.

              


      

      


      
        	
                 

              	
                          
                  f.

              	
                With
                  respect to Scheduled Flights, for any calendar month for which
                  the
                  scheduled departures invoiced pursuant to Paragraph A(1)(d) exceeds
                  Contractor’s actual departures in such calendar month, then the
                  reconciliation for such period shall include a payment by Contractor
                  to
                  Continental in an amount equal to the product of (i) the difference
                  between such invoiced departures and the actual departures for
                  Scheduled
                  Flights, multiplied by (ii) the Base Compensation per Scheduled
                  Flight
                  departure as set forth in Appendix 1
                  hereto.

              


      

      


      
        	
                 

              	
                          
                  g.

              	
                With
                  respect to Scheduled Flights, for any calendar month in which Contractor’s
                  actual departures at Contractor Airports exceeds the scheduled
                  invoiced
                  pursuant to Paragraph A(1)(e) for such calendar month, then the
                  reconciliation for such period shall include a payment by Continental
                  to
                  Contractor in an amount equal to the product of (i) the difference
                  between
                  the departures for Scheduled Flights at Contractor Airports and
                  such
                  invoiced departures, multiplied by (ii) the Base Compensation per
                  Scheduled Flight departureat Contractor Airports as set forth in
                  Appendix 1 hereto.

              


      

      


      
        	
                 

              	
                           
                  h.

              	
                With
                  respect to Scheduled Flights, for any calendar month for which
                  the
                  scheduled departures at Contractor Airports invoiced pursuant to
                  Paragraph A(1)(e) exceeds Contractor’s actual departures at
                  Contractor Airports in such calendar month, then the reconciliation
                  for
                  such period shall include a payment by Contractor to Continental
                  in an
                  amount equal to the product of (i) the difference between such
                  invoiced
                  departures and the actual departures at Contractor Airports for
                  Scheduled
                  Flights, multiplied by (ii) the Base Compensation per Scheduled
                  Flight
                  departure at Contractor Airports as set forth in Appendix 1
                  hereto.

              


      

      


      
        	
                4.  

              	
                Flight
                  Cancellation Reconciliation. 

                 

              


      

      
        	
                a.  

              	
                With
                  respect to Scheduled Flights, for any calendar month in which (x)
                  the
                  actual number of Controllable Cancellations exceeds (y) the product
                  of
                  [***] multiplied by the total number of actual Scheduled Flight
                  departures
                  in such calendar month (the “Benchmark Controllable Cancellation
                  Number” for such calendar month), then the reconciliation for such
                  period shall include a payment by Contractor to Continental in
                  an amount
                  equal to the product of (i) the Controllable Completion Factor
                  Incentive
                  Rate set forth on Appendix 2 multiplied by (ii) the number of such
                  excess actual Controllable Cancellations above the Benchmark Controllable
                  Cancellation Number.

                 

              


      

      
        	
                b.  

              	
                With
                  respect to Scheduled Flights, for any calendar month in which (x)
                  the
                  Benchmark Controllable Cancellation Number for such calendar month
                  exceeds
                  (y) the actual number of Controllable Cancellations in such calendar
                  month, then the reconciliation for such period shall include a
                  payment by
                  Continental to Contractor in an amount equal to the product of
                  (i) the
                  Controllable Completion Factor Incentive Rate as set forth in Appendix
                  2 multiplied by (ii) the excess of such Benchmark Controllable
                  Cancellation Number above the number of actual Controllable
                  Cancellations.

                 

              


      

      
        	
                c.  

              	
                For
                  purposes of this Paragraph B(4), for any month during which a Labor
                  Strike occurs, the Benchmark Controllable Cancellation Number for
                  such
                  month shall be [***].

                 

              


      

      
        	
                d.  

              	
                For
                  all purposes of this Agreement, the term Uncontrollable Cancellations
                  shall include the following:

                 

              


      

      
        	
                I.  

              	
                After
                  presentation of the Final Monthly Schedule pursuant to Section
                  2.01(b) of the Agreement, if Continental makes any changes to such
                  schedule that result in a cancellation of a Scheduled Flight, then
                  such
                  cancellation shall constitute an Uncontrollable Cancellation.

                 

              


      

      
        	
                II.  

              	
                If
                  any proposed Scheduled Flight on a planned flight schedule involves
                  a
                  flight to a new airport which will be a Contractor Airport, and
                  Contractor
                  experiences a delay in preparing the required facilities and making
                  all
                  necessary arrangements to complete a flight to such airport, which
                  delay
                  either (i) is caused by the Environmental Protection Agency, airport
                  or
                  any other governmental authority, or (ii) occurs after Contractor
                  received
                  less than 90 days’ advance notice of such Scheduled Flight to a new
                  airport and used its commercially reasonable efforts to prepare
                  the
                  required facilities and make all necessary arrangements (all in
                  accordance
                  with the Master Facility and Ground Handling Agreement), and in
                  either
                  case such Scheduled Flight is cancelled as a result of such delay,
                  then
                  such cancellation shall constitute an Uncontrollable
                  Cancellation.

                 

              


      

      
        	
                e.  

              	
                Contractor
                  hereby agrees that each cancellation of a Scheduled Flight shall
                  be
                  designated as either a Controllable Cancellation or an Uncontrollable
                  Cancellation on a basis consistent with Continental’s historical
                  experience and practice with operators of its regional
                  aircraft.

                 

              


      

      
        	
                5.  

              	
                Payload
                  Restriction Reconciliation.  Appendix 6 sets forth
                  the number of seats per aircraft that Contractor shall make available
                  for
                  sale in each market.  Contractor will be responsible for the
                  cost associated with any reduction in seats available for sale
                  per
                  Scheduled Flight, but only to the extent that a reduction is imposed
                  on
                  more than [***] of the Scheduled Flights with the same city pairs
                  and
                  departure times in any month or on Scheduled Flights with the same
                  city
                  pairs and departure times on more than [***] consecutive
                  days.  The cost associated with the reduction in seats will be
                  deemed to be equal to (a) the aggregate number of seats on the
                  affected
                  Scheduled Flights removed from sale during such month, divided
                  by (b) the
                  aggregate number of seats expected to be available for sale for
                  such
                  Scheduled Flights during such month as set forth in Appendix 6,
                  multiplied by (c) the sum of the flight hour and block hour rates
                  set
                  forth in Appendix 1, multiplied by (d) the average number of actual
                  block hours flown for such Scheduled Flight over the past twelve
                  months.

                 

              


      

      
        	
                6.  

              	
                Reconciled
                  Expenses.

                 

              


      

      
        	
                a.  

              	
                Except
                  to the extent that payments are made by Contractor to Continental
                  pursuant
                  to Paragraph B(4)(c) in respect of any of the following expenses
                  for any Controllable Cancellation resulting solely from any Labor
                  Strike
                  or from a non-carrier specific airworthiness directive or other
                  non-carrier specific regulatory order, the following expenses incurred
                  in
                  connection with Scheduled Flights shall be reconciled monthly (except
                  as
                  specifically set forth below) to actual costs:  (i) all payments
                  made by Contractor for Terminal Facilities at Contractor Airports
                  (other
                  than payments constituting indemnity or similar payments); (ii)
                  passenger
                  liability, hull and war risk insurance costs; provided, that
                  Continental shall not pay to Contractor any amount in respect of
                  this
                  clause (ii) that is in excess of the greater of (A) [***] of Contractor’s
                  actual passenger liability, hull and war risk insurance costs,
                  or (B) the
                  average costs of passenger liability, hull and war risk insurance
                  for
                  those regional airline operators who fly exclusively aircraft having
                  [***]
                  or more seats and having capacity purchase agreements with Continental,
                  excluding (x) any such operator that experienced a major loss within
                  the
                  previous three years, and (y) any such operator whose insurance
                  rates are
                  included with its Major Airline partner(s), and provided further,
                  that Continental shall not pay to Contractor any amount in respect
                  of this
                  clause (ii) that is in excess of the Average Peer Group Rates;
                  (iii) landing fees; (iv) glycol and de-icing costs at Contractor
                  Airports; (v) passenger-related interrupted trip costs (including
                  hotel, meal and calling cards vouchers) and baggage handling claims,
                  repairs and delivery costs related to Uncontrollable Cancellations
                  and
                  oversales at Contractor Airports, at a per passenger cost not unreasonably
                  in excess of Continental’s per passenger cost for regional airline
                  passengers; and (vi) air navigation fees paid to NavCanada (or any
                  Canadian successor thereto) and Servicios a la Navegación en el Espacio
                  Aéreo Mexicano (SENEAM) (or any Mexican successor thereto), in each
                  case
                  in respect of Scheduled Flights (collectively, the “Reconciled
                  Expenses”). The Base Compensation includes allocations of the
                  Reconciled Expenses as set forth in Appendix 3 and with respect to
                  certain Reconciled Expenses, as further provided in Paragraph
                  B(6)(b) below.  If in any month the Contractor’s actual
                  Reconciled Expenses exceed the amount of Reconciled Expenses included
                  in
                  the Base Compensation in accordance with Appendix 3 and with
                  respect to certain Reconciled Expenses as further provided in Paragraph
                  B(6)(b) below for such month, Continental shall pay to Contractor
                  an
                  amount equal to such difference.  If in any month the amount of
                  Reconciled Expenses included in the Base Compensation in accordance
                  with
                  Appendix 3 and with respect to certain Reconciled Expenses as
                  further provided in Paragraph B(6)(b) below for such month exceeds
                  the Contractor’s actual Reconciled Expenses, Contractor shall pay to
                  Continental an amount equal to such difference.

                 

              


      

      
        	
                b.  

              	
                The
                  allocations included in Base Compensation for Reconciled Expenses
                  of the
                  type set forth in Paragraph A(1)(i) for any particular month shall
                  be calculated as provided below:

                 

              


      

      
        	
                I.  

              	
                The
                  amount of passenger liability, hull and war risk insurance costs
                  referred
                  to in clause (ii) of Paragraph B(6)(a) included in the Base
                  Compensation for any particular month will be equal to the product
                  of (1)
                  the insurance rate set forth on Appendix 3 multiplied by (2) the
                  Forecasted Passengers for such month.

                 

              


      

      
        	
                II.  

              	
                The
                  amount of landing fees referred to in clause (iii) of
                  Paragraph B(6)(a) included in the Base Compensation for any
                  particular month will be equal to the aggregate sum of the following
                  products: (1) the landing fee rate set forth in Appendix 3,
                  multiplied by (2) the number of scheduled departures set forth
                  in the
                  Final Monthly Schedule, multiplied by (3) [***].

                 

              


      

      
        	
                III.  

              	
                The
                  amount of Canadian and Mexican air navigation fees referred to
                  in
                  clause (vi) of Paragraph B(6)(a) included in the Base
                  Compensation for any particular month will be equal to the aggregate
                  sum
                  of the following products: (1) the Canadian and Mexican air navigation
                  rates set forth in Appendix 3, multiplied by (2) the number of
                  scheduled departures in Canada and Mexico set forth in the Final
                  Monthly
                  Schedule, multiplied by (3) [***].

                 

              


      

      
        	
                7.  

              	
                No
                  Reconciliation for Fines, Etc.  Notwithstanding anything to
                  the contrary contained in this Paragraph B, Continental shall not
                  be required to incur any cost or make any reconciliation payment
                  pursuant
                  to this Paragraph B to the extent that such cost or reconciliation
                  payment is attributable to any costs, expenses or losses (including
                  fines,
                  penalties and any costs and expenses associated with any related
                  investigation or defense) incurred by Contractor as a result of
                  any
                  violation by Contractor of any law, statute, judgment, decree,
                  order, rule
                  or regulation of any governmental or airport
                  authority.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        3 Appendices

       

      Appendix
        1                                Base
        Compensation Rates

      Appendix
        2                                Controllable
        Completion Factor Incentive Rate

      Appendix
        3                                Reconciliation
        of Expenses

      Appendix
        4                                Incentive
        Bonuses/Penalties

      Appendix
        5                                Insurance
        Rates

      Appendix
        6                                Weight
        Restrictions


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        1 to Schedule 3

      Base
        Compensation Rates

       

        
   $[***]                                for
        each day in the Term

           $[***]                                for
        each Covered Aircraft for each day in the Term

                 $[***]                                for
        each actual block hour

                                    
        $[***]                                for
        each actual flight hour

                                    
        $[***]                                for
        each Scheduled Flight departure

                                    
        $[***]                                for
        each Scheduled Flight departure at a Contractor Airport

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        2 to Schedule 3

      Controllable
        Completion Factor Incentive Rate

       

      The
        “Controllable Completion Factor Incentive Rate” shall be [***],
        as adjusted pursuant to Section 3.02 of this Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        3 to Schedule 3

      Reconciliation
        of Expenses

      


      
        	
                Reconciled

              	
                Schedule
                  3

              	
                Statistical

              	
                 

              
	
                Expense

              	
                Reference

              	
                Driver

              	
                Rate

              
	
                Terminal
                  Facility Rent at Contractor Airports

              	
                Sched3.B.6(a)(i)

              	
                Per
                  month

              	
                [***]

              
	
                Passenger
                  Liability,
                  Hull
                  and War Risk Insurance

              	
                Sched3.B.6(a)(iv)

              	
                Per
                  Passenger

              	
                [***]

              
	
                Landing
                  Fees

              	
                Sched3.B.6(a)(v)

              	
                Per
                  Departure

              	
                [***]

              
	
                Glycol
                  and De-icing at Contractor Airports

              	
                Sched3.B.6(a)(vi)

              	
                Per
                  winter month*

              	
                [***]

              
	
                Interrupted
                  Trip and Baggage Handling at Contractor Airports

              	
                Sched3.B.6(a)(vii)

              	
                Per
                  month

              	
                [***]

              
	
                Canadian
                  and Mexican Air Navigation

              	
                Sched3.B6(a)(viii)

              	
                Per
                  Departure**

              	
                [***]

              
	 	 	 	 
	
                The
                  Appendix 1 Rates shall be adjusted pursuant to the terms of Section
                  3.02
                  of this Agreement.

              
	 


      

      


      *       
        Winter Months refer to November 1 to April 30

      **      Includes
        flights to or from an airport in Canada or Mexico

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        4 to Schedule 3

      Incentive
        Bonuses/Rebates

       

      1.  On
        Time Bonus/Rebate:  For purposes of Paragraph A(2), the
        bonus or rebate, as the case may be, for on-time performance shall be determined
        as follows:

       

      
        	
                a.  

              	
                Contractor’s
                  on-time Scheduled Flight departures (i.e. Scheduled Flight departures
                  that
                  actually departed not later than the scheduled departure time excluding
                  departures impacted by weather or ATC) to or from each of EWR,
                  CLE and IAH
                  shall be measured.

                 

              


      

      
        	
                b.  

              	
                If
                  Contractor’s actual percentage of Scheduled Flight departures within zero
                  minutes (as a percentage of Contractor’s actual departures excluding
                  departures impacted by weather or ATC) for any such calendar month
                  to or
                  from any of EWR, CLE or IAH is above the Annual Historical Percentage
                  set
                  forth below for such airport, then the reconciliation payment for
                  such
                  month shall include a payment by Continental to Contractor equal
                  to [***]
                  multiplied by the number of Contractor’s actual departures (excluding
                  departures impacted by weather or ATC) for such month at such airport,
                  multiplied by the excess of Contractor’s actual percentage of Scheduled
                  Flight departures within zero minutes above the Annual Historical
                  Percentage of Scheduled Flight departures within zero
                  minutes.  If Contractor’s actual percentage of Scheduled Flight
                  departures within zero minutes (as a percentage of actual departures
                  excluding departures impacted by weather or ATC) for any such calendar
                  month to or from any of EWR, CLE or IAH is below the Annual Historical
                  Percentage set forth below for such airport, then the reconciliation
                  payment for such month shall include a payment by Contractor to
                  Continental equal to [***] multiplied by the number of Contractor’s actual
                  departures (excluding departures impacted by weather or ATC) for
                  such
                  month at such airport, multiplied by the excess of the Annual Historical
                  Percentage of Scheduled Flight departures within zero minutes over
                  Contractor’s actual percentage of Scheduled Flight departures within zero
                  minutes.  For purposes of this Appendix 4, the “Annual
                  Historical Percentage” for any of EWR, CLE or IAH for any year shall
                  equal the average of the actual percentage of Scheduled Flight
                  departures
                  within zero minutes (as a percentage of Contractor’s flown departures
                  excluding departures impacted by weather or ATC) of Covered Aircraft
                  during such year in each of the last five full calendar years (or
                  such
                  lesser number of years as shall date back to January 1, 2004);
                  provided that for the purposes of calculating the Annual
                  Historical Percentage inclusive of years through December 31, 2007
                  calculations shall include all of Continental’s regional jet
                  aircraft.  Should the processes currently utilized by the air
                  traffic control system in the United States to manage commercial
                  aircraft
                  change, Contractor and Continental agree to meet and confer to
                  adjust the
                  targets.  Additionally, should Continental’s ground handling
                  performance materially change from historical performance levels,
                  Contractor and Continental agree to meet and confer to adjust the
                  targets.  Should the parties be unable to reach an agreement on
                  prospective targets, the on-time incentive provisions set forth
                  in this
                  Appendix 4 to Schedule 3 will cease to be of any force or
                  effect.  As of January 1, 2007, the Annual Historical
                  Percentages for EWR, CLE or IAH were as follows:

                 

              


      

      
        	
                CLE

              	
                EWR

              	
                IAH

              
	
                [***]

              	
                [***]

              	
                [***]

              


      

      


      2.  Fuel
        Efficiency Bonus:  At Continental’s expense, Contractor agrees to
        develop a fuel efficiency program modeled on Continental’s fuel
        program.  Contractor acknowledges that such program is the property of
        Continental, shall be deemed confidential by Contractor and, for Contractor
        but
        not for Continental, shall be subject to the provisions of Section 10.06
        of the Agreement.  For purposes of Paragraph A(2), the bonus,
        as the case may be, for fuel burn reduction shall be determined as
        follows:

       

      
        	
                a.

              	
                The
                  Contractor’s second year of operation will be the first year under which
                  the Contractor will be eligible to receive a bonus payment.  The
                  Contractor’s second year of operations will be measured against the lower
                  of (a) [***] gallons per block hour and (b) the average gallons
                  per block
                  hour consumed in Contractor’s first year of operations.  The
                  baseline for each subsequent year will be the previous year’s
                  performance.  For each year a Block Hour Fuel Burn Rate will be
                  calculated by dividing gallons consumed in a given year by total
                  block
                  hours flown in the same year.

              


      

      


      
        	
                b.

              	
                The
                  Contractor’s bonus will be calculated by subtracting the current year’s
                  Block Hour Fuel Burn Rate from the baseline year’s Block Hour Fuel Burn
                  Rate (a) times Continental’s average domestic price per gallon of fuel
                  paid in the current year (b) times the total gallons consumed by
                  Contractor in current year (c) times [***] (d).  Any
                  expense borne by Continental to develop Contractor’s Fuel Efficiency
                  program as herein contemplated will offset any fuel bonus payment
                  until
                  the balance of such account is
                  zero.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        5 to Schedule 3

      Insurance
        Rates

       

      For
        passenger liability, hull and war risk insurance coverages - [***] per
        passenger  

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Appendix
        6 to Schedule 3

       

      Weight
        Restrictions

       

      
        	
                SEGMENT

              	
                AVAILABLE
                  SEATS

              
	
                ACK

              	
                [***]

              
	
                ALB

              	
                [***]

              
	
                ASE-Summer

              	
                [***]

              
	
                ASE-Winter

              	
                [***]

              
	
                AUS

              	
                [***]

              
	
                BDL

              	
                [***]

              
	
                BGR

              	
                [***]

              
	
                BRO

              	
                [***]

              
	
                BTR

              	
                [***]

              
	
                BTV

              	
                [***]

              
	
                BUF

              	
                [***]

              
	
                BWI

              	
                [***]

              
	
                CRP

              	
                [***]

              
	
                DAL

              	
                [***]

              
	
                DFW

              	
                [***]

              
	
                GPT

              	
                [***]

              
	
                HRL

              	
                [***]

              
	
                IAD

              	
                [***]

              
	
                JAN

              	
                [***]

              
	
                LBB

              	
                [***]

              
	
                LFT

              	
                [***]

              
	
                LIT

              	
                [***]

              
	
                MAF

              	
                [***]

              
	
                MHT

              	
                [***]

              
	
                MTY

              	
                [***]

              
	
                OKC

              	
                [***]

              
	
                ORF

              	
                [***]

              
	
                PIT

              	
                [***]

              
	
                PNS

              	
                [***]

              
	
                PVD

              	
                [***]

              
	
                PWM

              	
                [***]

              
	
                RIC

              	
                [***]

              
	
                ROC

              	
                [***]

              
	
                SAT

              	
                [***]

              
	
                SYR

              	
                [***]

              
	
                TUL

              	
                [***]

              
	
                YOW

              	
                [***]

              
	
                YQB

              	
                [***]

              
	
                YUL

              	
                [***]

              
	
                YYZ

              	
                [***]

              


      

       

      All
        other
        segments will have [***] available seats unless a
        different number is mutually agreed to by Continental and
        Contractor.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        4

      Optional
        Equipment List

       

      SELECTED
        OPTIONAL FEATURES AND
        DESCRIPTIONS

       

      [***]

       

      Contractor
        agrees that it will use commercially reasonable efforts to cause the
        manufacturer to add to the aircraft any other optional equipment requested
        by
        Continental, subject to agreement on how the additional costs thereof will
        be
        paid. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      Definitions

       

      Agreement–
        means the Capacity Purchase Agreement, dated as of February 2, 2007, among
        Continental, Parent and Carrier, as amended from time to time pursuant to
        Section 10.03 hereof.

       

      Ancillary
        Agreements– means each of the agreements entered into by Continental and
        Contractor substantially in the form of Exhibits C, F and L hereto, together
        with all amendments, exhibits, schedules and annexes thereto (including any
        ground handling agreements entered into pursuant to Exhibit C).

       

      Anniversary
        Date– the annual anniversary of the date of delivery of the last Covered
        Aircraft.

       

      Annual
        CPI Change– means, for any January 1, the fraction  (expressed as
        a number rounded to four decimal places) as determined on the immediately
        preceding December 15th (or the
        first
        Business Day thereafter on which relevant CPI figures are publicly available)
        equal to the quotient obtained by dividing the simple average of the sum
        of the
        CPI for each of the last twelve months ending November immediately preceding
        such January 1 by the simple average of the sum of the CPI for each of the
        last
        twelve months ending November of the preceding year.  (As an example,
and for illustrative purposes only, the Annual CPI Change for January
        1, 2005 would be equal to [***]  (the simple average of the sum of the
        CPI for the last twelve months ending November of 2004) divided by [***]
        (the
        simple average of the sum of the CPI for the last twelve months ending November
        of 2003), or [***].)

       

      Average
        Peer Group Rates– means, with respect to the insurance coverages and as of
        any date of determination, (x) the insurance rate set forth on Appendix 5
        to Schedule 3, multiplied by (y) the average percentage increase or
        decrease, as appropriate, from January 1, 2006 to such date of determination,
        in
        the cost of such insurance coverages for the five regional airlines
        with
        annual revenues per passenger mile closest to those of Contractor, as
        determined by available information obtained from public sources or reputable
        insurance brokers, excluding (i) any such regional airline that experienced
        a
        major loss within the previous three years, and (ii) any regional airline
        whose
        insurance rates are included with its Major Airline partner(s).

       

      Base
        Compensation– is defined in Paragraph A(1) of Schedule
        3.

       

      Base
        Term– is defined in Section 8.01.

       

      Benchmark
        Controllable Cancellation Number– is defined in Paragraph B(4)(a) of
Schedule 3.

       

      Business
        Day– means each Monday, Tuesday, Wednesday, Thursday and Friday unless such
        day shall be a day when financial institutions in New York, New York or Houston,
        Texas are authorized by law to close.

       

      Carrier
        – means Colgan Air, Inc., a Virginia corporation, and its successors and
        permitted assigns.

       

      Cause–
        means (i) the suspension or revocation of Contractor’s authority to operate as a
        scheduled airline, (ii) the ceasing of Contractor’s operations as a scheduled
        airline, other than as a result of a Labor Strike and other than any temporary
        cessation not exceeding 14 days in length, (iii) the occurrence of a Labor
        Strike that shall have continued for 15 days or (iv) a willful or intentional
        material breach of this Agreement by Parent or Carrier that substantially
        deprives Continental of the benefits of this Agreement, which breach shall
        have
        continued for 45 days after notice thereof is delivered by Continental to
        Parent
        or Carrier, as the case may be.

       

      Change
        of Control– means:

      
        	
                  

              	
                (i)           Parent
                  or Carrier consolidates with, or merges with or into, a Prohibited
                  Person
                  or conveys, transfers, leases or otherwise disposes of all or
                  substantially all of its assets to a Prohibited Person, or a Prohibited
                  Person consolidates with, or merges with or into, Parent or Carrier
                  in any
                  such event pursuant to a transaction in which the voting securities
                  of
                  Parent or Carrier are converted into or exchanged for cash or securities
                  of a Prohibited Person, except where the holders of voting securities
                  of
                  Parent or Carrier immediately prior to such transaction own not
                  less than
                  a majority of the voting securities of the surviving or transferee
                  corporation immediately after such transaction, in each case other
                  than
                  any such transaction between Parent or Carrier on the one hand,
                  and
                  Continental and/or any of its Subsidiaries on the other;

                 

              


      

      
        	
                 

              	
                (ii)           the
                  direct or indirect acquisition by a Prohibited Person or any Person
                  directly or indirectly controlling a Prohibited Person of beneficial
                  ownership of [***] (unless such person is the largest shareholder
                  of
                  Parent or Carrier, in which case [***]) or more of the capital
                  stock or
                  voting power of Parent or Carrier;

                 

              


      

      
        	
                 

              	
                (iii)           the
                  direct or indirect acquisition by any “person” or “group” (as such terms
                  are used in Section 13(d) of the Securities Exchange Act of 1934)
                  not
                  described in clause (ii) above, of beneficial ownership of more
                  than [***] of the capital stock or voting power of Parent or Carrier,
                  other than (A) Continental or its Subsidiaries or (B) any “person” or
                  “group” that is a Person who has a Schedule 13D on file with the
                  Securities and Exchange Commission pursuant to the requirements
                  of Rule
                  13d-1 under the Securities Exchange Act of 1934 (the “Exchange
                  Act”) with respect to its holdings of Parent’s or Carrier’s voting
                  securities (a “13D Person”), so long as (1) such 13D Person is
                  principally engaged in the business of managing investment funds
                  for
                  unaffiliated securities investors and, as part of such 13D Person’s duties
                  as agent for fully managed accounts, holds or exercises voting
                  or
                  dispositive power over Parent’s or Carrier’s voting securities, (2) such
                  13D Person was a Person who had a Schedule 13G on file with the
                  Securities
                  and Exchange Commission pursuant to the requirements of Rule 13d-1
                  under
                  the Exchange Act with respect to its holdings of Parent’s or Carrier’s
                  voting securities, and became a 13D Person pursuant to Rule 13d-1(f)(1),
                  and (3) such 13D Person acquires and continues to have beneficial
                  ownership of Parent’s or Carrier’s voting securities pursuant to trading
                  activities undertaken in the ordinary course of such 13D Person’s business
                  and not with the purpose nor the effect, either alone or in concert
                  with
                  any 13D Person, of exercising the power to direct or cause the
                  direction
                  of the management and policies of Parent or Carrier or of otherwise
                  changing or influencing the control of Parent or Carrier, nor in
                  connection with or as a participant in any transaction having such
                  purpose
                  or effect, including any transaction subject to Rule 13d-3(b) of
                  the
                  Exchange Act; provided, that a “Change of Control” shall not
                  occur pursuant to this clause (iii) if such “person” or “group”
                  reduces its ownership of the capital stock or voting power of Parent
                  or
                  Carrier, as the case may be, to less than [***] within 30 days
                  of the
                  acquisition of ownership of at least [***] of such capital stock
                  or voting
                  power;

                 

              


      

      
        	
                  

              	
                (iv)           the
                  liquidation or dissolution of Parent or Carrier in connection with
                  which
                  Carrier ceases operations as an air carrier;

                 

              


      

      
        	
                  

              	
                (v)           the
                  sale, transfer or other disposition of all or substantially all
                  of the
                  airline assets of Parent or Carrier on a consolidated basis directly
                  or
                  indirectly to a Prohibited Person or its affiliate, whether in
                  a single
                  transaction or a series of related transactions; or

                 

              


      

      
        	
                 

              	
                 (vi)           the
                  execution by Parent or Carrier of bona fide definitive agreements,
                  the
                  consummation of the transactions contemplated by which would result
                  in a
                  transaction described in the immediately preceding clauses.

                 

              


      

      Charter
        Flights– means any flight by a Covered Aircraft for charter operations at
        the direction of Continental that is not reflected in the Final Monthly
        Schedule.

       

      Continental–
        means Continental Airlines, Inc., a Delaware corporation, and its successors
        and
        permitted assigns.

       

      Continental
        Airport– means any airport at which Continental provides or arranges for
        the provision of ground handling services pursuant to the Continental Ground
        Handling Agreement.

       

      Continental
        Currencies– means inflight currency coupons issued by Continental that may
        only be purchased at any Continental eService Center and may only be redeemed
        for alcoholic beverages or headsets on any Continental or Contractor
        flight.

       

      Continental
        Ground Handling Agreement– means that certain IATA Standard Ground Handling
        Agreement (April 1993 version) between Continental and Contractor, together
        with
        Annex A thereto (Ground Handling Services, April 1993 version) and Annex
        B
        thereto substantially in the form of Exhibit C to the Master Facility and
        Ground Handling Agreement (or as otherwise agreed or amended) providing for
        the
        provision by or on behalf of Continental to Contractor of ground handling
        services at the airports specified therein.

       

      Continental
        Hub Airport– means (i) George Bush Intercontinental Airport in Houston,
        Texas (IAH), Hopkins International Airport in Cleveland, Ohio (CLE) and Liberty
        International Airport in Newark, New Jersey (EWR), and (ii) as of any date
        of
        determination, any other airport at which Continental, together with its
        Subsidiaries and all other regional jets operating under Continental’s code,
        operates an average of more than [***] flights/day during the 90 days prior
        to
        such date of determination.

       

      Continental
        Marks– is defined in Exhibit G.

       

      Continental
        Premium Surcharge Amount– is defined in Paragraph B(5)(d)(III)
        of Schedule 3.

       

      Contractor–
        is defined in the preamble.

       

      Contractor
        Airport– means (i) any airport at which Contractor provides or arranges for
        the provision of ground handling services pursuant to the Contractor Ground
        Handling Agreement, and (ii) any other airport into or out of which Contractor
        operates any Scheduled Flight and which is not a Continental
        Airport.

       

      Contractor
        Ground Handling Agreement– means that certain IATA Standard Ground Handling
        Agreement (April 1993 version) between Continental and Contractor, together
        with
        Annex A thereto (Ground Handling Services, April 1993 version) and Annex
        B
        thereto substantially in the form of Exhibit D to the Master Facility and
        Ground Handling Agreement (or as otherwise agreed or amended) providing for
        the
        provision by or on behalf of Continental to Contractor of ground handling
        services at the airports specified therein.

       

      Contractor
        Fleet– means the Bombardier Q400 aircraft, or any portion of such aircraft
        consisting of one or more models, or any subgroup of such aircraft as determined
        from time to time by regulatory or court order or other governmental action
        (for
        example, all such aircraft manufactured within specific time
        frames).

       

      Contractor
        Marks– is defined in Exhibit H.

       

      Contractor
        Services– is defined in the Master Facility and Ground Handling
        Agreement.

       

      Controllable
        Completion Factor Incentive Rate– is defined in Appendix 2 to
Schedule 3.

       

      Controllable
        Cancellation– means a cancellation of a Scheduled Flight that is not an
        Uncontrollable Cancellation.

       

      Controllable
        Cancellation Factor– means, for any period of determination, the percentage
        of flights completed during such period, excluding Uncontrollable
        Cancellations.

       

      Controllable
        On-Time Arrival Rate– means, for any period of determination, the
        percentage of flights arriving within [***] of scheduled arrival time during
        such period, excluding flights impacted by ATC or weather related
        delays.

       

      Covered
        Aircraft– means all of the aircraft listed on Schedule 1 and
        presented for service by Contractor, as adjusted from time to time for
        withdrawals pursuant to Article VIII.

       

      CPI–
        means (i) the Consumer Price Index for All Urban Consumers – U.S. City
        Average, All Items, Not Seasonally Adjusted Base Period: 1982-84 = 100, as
        published by the Bureau of Labor Statistics, United States Department of
        Labor,
        or (at any time when the Bureau of Labor Statistics is no longer publishing
        such
        Index) as published by any other agency or instrumentality of the United
        States of America, or (ii) at any time after the index described in
        clause (i) shall have been discontinued, any reasonably comparable
        replacement index or other computation published by the Bureau of Labor
        Statistics or any other agency or instrumentality of the United States of
        America.  If any such index shall be revised in any material respect
        (such as to change the base year used for computation purposes), then all
        relevant determinations under this Agreement shall be made in accordance
        with
        the relevant conversion factor or other formula published by the Bureau of
        Labor
        Statistics or any other agency or instrumentality of the United States of
        America, or (if no such conversion factor or other formula shall have been
        so
        published) in accordance with the relevant conversion factor or other formula
        published for that purpose by any nationally recognized publisher of such
        statistical information.

       

      DOT–
        means the United States Department of Transportation.

       

      FAA–
        means the United States Federal Aviation Administration.

       

      Final
        Monthly Schedule – means the final schedule of Scheduled Flights
        for the next calendar month delivered by Continental to Contractor pursuant
        to
Section 2.01(b).

       

      Flight
        Cancellation Reconciliation– is defined in Paragraph B(6) of
Schedule 3.

       

      Flight
        Reconciliation– is defined in Paragraph B(3) of Schedule
        3.

       

      Forecasted
        Passengers– means, for any month, the forecasted Revenue Onboards derived
        from the Final Monthly Schedule for the previous month.

       

      Fuel
        Purchasing Agreement– means that certain Fuel Purchasing Agreement to be
        entered into between Continental and Contractor, in the form attached hereto
        as
Exhibit F (or as otherwise agreed or amended).

       

      Identification–
        means the Continental Marks, the aircraft livery set forth on Exhibit H,
        the Continental flight code and other trade names, trademarks, service marks,
        graphics, logos, employee uniform designs, distinctive color schemes and
        other
        identification selected by Continental in its sole discretion for the Regional
        Airline Services to be provided by Contractor, whether or not such
        identification is copyrightable or otherwise protected or protectable under
        federal law.

       

      Labor
        Strike– means a labor dispute, as such term is defined in 29 U.S.C.
        Section 113(c) involving Contractor and some or all of its employees, which
        dispute results in a union-authorized strike occurring after the National
        Mediation Board has released the Contractor and such employees to self-help
        and
        the 30-day “cooling-off” period relating thereto shall have
        expired.

       

      Major
        Airline– means an air carrier, the consolidated annual revenues of which
        for the most recently completed fiscal year for which audited financial
        statements are available are in excess of the Revenue Threshold as of the
        date
        of determination (or the U.S. dollar equivalent thereof).

       

      Master
        Facility and Ground Handling Agreement– means that certain Master Facility
        and Ground Handling Agreement to be entered into between Continental and
        Contractor, in the form attached hereto as Exhibit C (or as otherwise
        agreed or amended).

       

      Parent–
        means Pinnacle Airlines Corp., a Delaware corporation, and its successors
        and
        permitted assigns.

       

      Person–
        means an individual, partnership, limited liability company, corporation,
        joint
        stock company, trust, estate, joint venture, association or unincorporated
        organization, or any other form of business or professional entity.

       

      Prohibited
        Person– means (i) an air carrier (other than Continental and its successors
        and any Subsidiary thereof), the consolidated annual revenues of which for
        the
        most recently completed fiscal year for which audited financial statements
        are
        available are in excess of the Revenue Threshold as of the date of determination
        (or the U.S. dollar equivalent thereof), in each case other than any air
        carrier
        at least [***] of whose available seat miles, together with the available
        seat
        miles of its affiliates, are flown under the livery or brand of another air
        carrier, and (ii) any executive officer, as of the date hereof or any date
        of
        determination, of an air carrier (other than Continental and its successors
        and
        any Subsidiary thereof), the consolidated annual revenues of which for the
        most
        recently completed fiscal year for which audited financial statements are
        available are in excess of the Revenue Threshold as of the date of determination
        and any entity in which such current executive officer is an officer or
        significant shareholder.

       

      Reasonable
        Operating Constraints– means (i) the reasonable constraints on the
        operation of Scheduled Flights imposed by the aircraft type, maintenance
        requirements, crew scheduling requirements, crew training requirements, aircraft
        rotation requirements, and route authorities, slots and other applicable
        regulatory restrictions on flight schedules, provided, that, Contractor agrees
        that without Continental’s prior written approval (provided that if there are
        more than 20 Covered Aircraft then in service hereunder, then Continental
        agrees
        not to unreasonably withhold such approval), no Covered Aircraft shall be
        scheduled to be out of service for any scheduled maintenance check during
        any
        portion of the calendar year on or between June 1st and August
        15th and not
        more than
        one Covered Aircraft shall be scheduled to be out of service for any scheduled
        maintenance check during the same time period during the year (it being further
        agreed that the parties agree to confer from time to time during the Term
        in
        good faith with one another with the goal of planning any scheduled maintenance
        checks to be done at times that are mutually convenient for the parties),
        and
        (ii) for so long as Carrier is restricted from operating such flights by
        the
        terms of its agreement with USAirways, Inc., Continental agrees that it will
        not
        schedule Scheduled Flights hereunder to or from any of [***] and from or
        to any
        airport that is not then considered to be a hub airport in the industry (it
        being acknowledged that EWR, CLE and IAH are airports that are considered
        to be
        hub airports and accordingly, no limitations exist under this clause (ii)
        respecting flights to or from EWR, CLE or IAH and from or to any airport
        specified above (and upon any request to do so by Continental in connection
        with
        a desire by Continental to schedule Scheduled Flights hereunder that would
        otherwise not be permitted by this clause (ii), Carrier and Parent each agrees
        to use its commercially reasonable efforts to cause any limitation described
        in
        this clause (ii) to be removed so as to permit such scheduling).

       

      Reconciled
        Expenses– is defined in Paragraph B(6)(a) of Schedule
        3.

       

      Regional
        Airline Services– means the provisioning by Contractor to Continental of
        Scheduled Flights and related ferrying using the Covered Aircraft in accordance
        with this Agreement.

       

      Revenue
        Onboard– means one revenue-generating passenger on one flight segment,
        regardless of whether such flight segment is all or part of such passenger’s
        entire one-way flight itinerary.

       

      Revenue
        Threshold– means [***], as such amount may be increased based on the amount
        by which, for any date of determination, the most recently published CPI
        has
        increased to such date above the CPI for calendar year 2006.  For
        purposes hereof, the CPI for calendar year 2006 is the monthly average of
        the
        CPI for the twelve months ending on December 31, 2006.

       

      Scheduled
        ASMs– means, for any period of calculation, the available seat miles for
        all Scheduled Flights during such period of calculation.

       

      Scheduled
        Flight– means a flight by a Covered Aircraft as determined by Continental
        pursuant to Section 2.01(b) (including all Charter
        Flights).

       

      Subsidiary–
        means, as to any Person, (a) any corporation more than [***] of whose stock
        of any class or classes having by the terms thereof ordinary voting power
        to
        elect a majority of the directors of such corporation (irrespective of whether
        or not at the time, any class or classes of such corporation shall have or
        might
        have voting power by reason of the happening of any contingency) is at the
        time
        owned by such Person directly or indirectly through Subsidiaries and
        (b) any partnership, association, joint venture, limited liability company,
        joint stock company or any other form of business or professional entity,
        in
        which such Person directly or indirectly through Subsidiaries has more than
        [***] equity interest at any time.

       

      System
        Flight Disruption– means the failure by Contractor to complete at least
        [***] of the aggregate Scheduled ASMs in any three consecutive calendar months,
        or at least [***] of the aggregate Scheduled ASMs in any consecutive 45-day
        period, in each case excluding the effect of Uncontrollable Cancellations
        and
        flight cancellations caused solely by non-carrier specific airworthiness
        directives or other non-carrier specific regulatory order; provided,
        that if the average number of Block Hours flown per Covered Aircraft during
        such
        period is more than the average number of Block Hours flown per Covered Aircraft
        during the three consecutive calendar months immediately preceding the period
        first measured, then the calculation for purposes of this definition shall
        disregard that number of Scheduled ASMs for such period as is necessary to
        reduce the average number of Block Hours flown per Covered Aircraft during
        such
        period to the average number of Block Hours flown per Covered Aircraft during
        prior three consecutive calendar month period; provided further, that a
        System Flight Disruption shall be deemed to continue until the next occurrence
        of a single calendar month in which Contractor completes at least [***] of
        the
        aggregate Scheduled ASMs; and provided further, that completions and
        cancellations of Scheduled Flights on any day during which a Labor Strike
        is
        continuing shall not be taken into account in the foregoing
        calculations.

       

      Term–
        is defined in Section 8.01.

       

      Terminal
        Facilities– means “Terminal Facilities” as such term is defined in the
        Master Facility and Ground Handling Agreement.

       

      Termination
        Date– means the date of early termination of this Agreement, as provided in
        a notice delivered from one party to the others pursuant to
Section 8.02, or, if no such early termination shall have occurred,
        the date of the end of the Base Term.

       

      TSA–
        means the United States Transportation Security Administration.

       

      Uncontrollable
        Cancellation– means a cancellation of a Scheduled Flight that is solely
        weather-related, air traffic control-related or described in
Paragraph B(4)(d) of Schedule 3, in each case as coded
        on Contractor’s operations reports in accordance with Continental’s standard
        coding policies and pursuant to Paragraph B(4)(e) of Schedule
        3.

       

      Wind-Down
        Period– means the period after the Termination Date or the end of the Base
        Term, as the case may be, and until the time when the last Covered Aircraft
        has
        been withdrawn from this Agreement.

       

      Wind-Down
        Schedule – means the schedule, determined as provided in Article
        VIII of this Agreement, for Covered Aircraft to be withdrawn from this
        Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      [Reserved]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      Master
        Facility and Ground Handling Agreement

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

      Terms
        of Codeshare Arrangements

       

      1.  Contractor’s
        use of CO code.  During the Term of the Agreement,
        Continental shall be permitted to place its two-letter designator code “CO” on
        all flights operated by Contractor and shall place its designator code, “CO”, on
        all flights operated by Contractor with Covered Aircraft.  Continental
        may suspend the display of its code on flights operated by Contractor if
        Contractor is in breach of any of its operational or safety-related obligations
        under the Agreement during the period that such breach continues.  All
        Contractor operated flights that display the CO code are referred to herein
        as
“CO* Flights”.

       

      2.  Contractor’s
        display of CO code.

      
        	
                (a)  

              	
                All
                  CO* Flights will be included in the schedule, availability and
                  fare
                  displays of all computerized reservations systems in which Continental
                  and
                  Contractor participate, the Official Airline Guide (to the extent
                  agreed
                  upon) and Continental’s and Contractor’s internal reservation systems,
                  under the CO code, to the extent possible.  Continental and
                  Contractor will take the appropriate measures necessary to ensure
                  the
                  display of the schedules of all CO* Flights in accordance with
                  the
                  preceding sentence.

                 

              


      

      
        	
                (b)  

              	
                Continental
                  and Contractor will disclose and identify the CO* Flights to the
                  public as
                  actually being a flight of and operated by Contractor, in at least
                  the
                  following ways:

                 

              


      

      
        	
                (i)  

              	
                a
                  symbol will be used in timetables and computer reservation systems
                  indicating that CO* Flights are actually operated by
                  Contractor;

                 

              


      

      
        	
                (ii)  

              	
                to
                  the extent reasonable, messages on airport flight information displays
                  will identify Contractor as the operator of flights shown as CO*
                  Flights;

                 

              


      

      
        	
                (iii)  

              	
                Continental
                  and Contractor advertising concerning CO* Flights and Continental
                  and
                  Contractor reservationists will disclose Contractor as the operator
                  of
                  each CO* Flight; and

                 

              


      

      
        	
                (iv)  

              	
                in
                  any other manner prescribed by law.

                 

              


      

      3.  Terms
        and Conditions of Carriage.  In all cases the contract of
        carriage between a passenger and a carrier will be that of the carrier whose
        code is designated on the ticket.  Continental and Contractor shall
        each cooperate with the other in the exchange of information necessary to
        conform each carrier’s contract of carriage to reflect service offered by the
        other carrier.

       

      4.  Notification
        of irregularities in operations. Contractor shall promptly notify
        Continental of all irregularities involving a CO* Flight which result in
        any
        material damage to persons or property as soon as such information is available
        and shall furnish to Continental as much detail as
        practicable.   For purposes of this section, notification shall
        be made as follows:

       

      Continental
        Airlines System Operations Control Center (SOCC)

      1600
        Smith

      Houston,
        Texas 77002

      Attention:
        Operations Director

      Phone
        no.
        [***]

      Fax
        no.
        [***]

      SITA
        FCFDDCO

      


      5.  Code
        Sharing License.

       

      
        	
                (a)  

              	
                Grant
                  of License. Subject to the terms and conditions of the Agreement,
                  Continental hereby grants to Contractor a nonexclusive, nontransferable,
                  revocable license to use the CO* designator code on all of its
                  flights
                  operated as a CO* Flight.

                 

              


      

      
        	
                (b)  

              	
                Control
                  of CO* Flights. Subject to the terms and conditions of the
                  Agreement, Contractor shall have sole responsibility for and control
                  over,
                  and Continental shall have no responsibility for, control over
                  or
                  obligations or duties with respect to, each and every aspect of
                  Contractor’s operation of CO* Flights.

                 

              


      

      6.  Display
        of other codes.  During the Term of the Agreement,
        Continental shall have the exclusive right to determine which other airlines
        (“Alliance Airlines”), if any, may place their two letter designator
        codes on flights operated by Contractor with Covered Aircraft and to enter
        into
        agreements with such Alliance Airlines with respect
        thereto.  Contractor will cooperate with Continental and any Alliance
        Airlines in the formation of a code share relationship between Contractor
        and
        the Alliance Airlines and enter into reasonably acceptable agreements and
        make
        the necessary governmental filings, as requested by Continental, with respect
        thereto.

       

      7.  Customer
        First.  During the period that Continental places its
        designator code on flights operated by Contractor, Contractor will adopt
        and
        follow plans and policies comparable (to the extent applicable and permitted
        by
        law and subject to operational constraints) to Continental’s Customer First
        Commitments as presently existing and hereafter modified.  Contractor
        acknowledges that it has received a copy of Continental’s presently existing
        Customer First Commitments.  Continental will provide Contractor with
        any modifications thereto promptly after they are made.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      Non-Revenue
        Pass Travel

       

      Continental
        will have the sole right to design, implement and oversee a pass travel program
        for the Regional Air Services, including jump seat policies.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

      Fuel
        Purchasing Agreement

       

      THIS
        FUEL
        PURCHASING AGREEMENT (this “Agreement”) is made as of this 2nd
        day of February,
        2007, by and between CONTINENTAL AIRLINES, INC., a Delaware corporation
        (“Continental”), and Colgan Air, Inc., a Virginia corporation
        (“Contractor”).

       

      WHEREAS,
        Continental, Contractor and Pinnacle Airlines Corp., Contractor’s parent
        (“Parent”), are entering into a Capacity Purchase Agreement
        contemporaneously with the execution of this Agreement (the “Capacity
        Purchase Agreement”);

       

      WHEREAS,
        Contractor has requested that Continental purchase on Contractor’s behalf and
        supply it with all of the jet fuel needed to provide the Regional Airline
        Services, and Continental is willing to do so on the terms and subject to
        the
        conditions of this Agreement;

       

      NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereby agree as follows:

       

      1.  Definitions.  All
        capitalized terms that are used and not otherwise defined herein shall have
        the
        meanings given to such terms in the Capacity Purchase Agreement.

       

      2.  Products
        Covered.  The product covered by this Agreement shall be aviation
        fuel meeting ASTM Specification D 1655-99 (such fuel being referred to herein
        as
“Fuel”).  The definition of future products and the scope of
        this Agreement may be revised from time to time upon mutual consent of the
        parties.

       

      3.  Services
        to Be Provided.  Continental shall supply or cause to be supplied
        to Contractor all Fuel that Contractor shall require to provide the Regional
        Airline Services, and Contractor shall purchase and pay for such Fuel in
        accordance with the terms and conditions of Section 5 of this
        Agreement.  In connection with the provision of Fuel to Contractor
        pursuant to this Agreement, Continental shall manage all aspects of procuring,
        transporting and delivering Fuel to Contractor in respect of Regional Airline
        Services, including without limitation selecting the source of Fuel, negotiating
        and consummating agreements with fuel suppliers and into-plane service
        providers, providing consortium representation and furnishing day-to-day
        management pertaining to any fuel-related services.  Continental shall
        be the exclusive provider of Fuel and fuel-related services used to provide
        Regional Airline Services during the term of this Agreement.

       

      4.  Planning.  Contractor
        will provide Continental each month with a rolling twelve-month forecast
        of fuel
        needs not later than the 5th day of such month, which forecast shall reflect
        the
        Final Monthly Schedule for such month, Continental’s proposed schedule for
        Scheduled Flights for the two months following such month as presented to
        Contractor pursuant to Section 2.01(b) of the Capacity Purchase Agreement
        and such other information published by Continental regarding scheduled
        Contractor flights over the next twelve-month period.

       

      5.  Price
        and Payment.  In consideration of Continental providing Fuel and
        other services to Contractor pursuant to this Agreement, Contractor, in addition
        to other consideration as set forth in Paragraph A on Schedule 3
        to the Capacity Purchase Agreement, shall pay Continental [***] per calendar
        month.  This amount shall be included in the Invoiced Amount pursuant
        to Section 3.06(a) of the Capacity Purchase
        Agreement.  For the avoidance of doubt, the parties agree that all of
        Continental’s costs, gains or losses resulting from engaging in any fuel-price
        hedging transactions with respect to Fuel provided to Contractor under this
        Agreement shall be for Continental’s account.  Upon Continental’s
        request, Contractor agrees to execute promptly a written statement (on an
        Internal Revenue Service certificate entitled “Waiver For Use By Ultimate
        Purchasers Of Aviation-Grade Kerosene Used In Nontaxable Uses” or such other
        certificate or document as may be reasonably requested by Continental)
        stipulating that Continental is the ultimate vendor of the fuel sold to
        Contractor by Continental hereunder.

       

      6.  Fuel
        Consortia.  Continental may, in its sole discretion and at its
        sole expense, direct Contractor to do any of the following (in which event
        Contractor shall comply with Continental’s directions):  (i) join any
        fuel consortium selected by Continental at any airport at which Continental
        provides Fuel to Contractor, (ii) terminate any membership that it has or
        may
        have in any such consortium or (iii) not join any such consortium at any
        such
        airport and, in lieu thereof, pay a non-member fee to such consortium for
        the
        right to use fuel stored at such consortium’s storage facilities.

       

      7.  Term.  This
        agreement is coterminous with the Capacity Purchase Agreement and may be
        terminated by either party upon the termination of the Capacity Purchase
        Agreement; provided, however, that if a party hereto elects to
        terminate this Agreement as a result of the Capacity Purchase Agreement being
        terminated, the terms of this Agreement shall continue with respect to any
        locations to which Scheduled Flights are flown during the Wind-Down
        Period.

       

      8.  Authority.  Each
        of the parties hereto represents to the other that (a) it has the corporate
        power and authority to execute, deliver and perform this Agreement, (b) the
        execution, delivery and performance of this Agreement by it has been duly
        authorized by all necessary corporate action, (c) it has duly and validly
        executed and delivered this Agreement, and (d) this Agreement is a legal,
        valid
        and binding obligation, enforceable against it in accordance with its terms
        subject to applicable bankruptcy, insolvency, reorganization, moratorium
        or
        other similar laws affecting creditors’ rights generally and general equity
        principles.

       

      9.  Consent
        to Exclusive Jurisdiction.  Any action, suit or proceeding arising
        out of any claim that the parties cannot settle through good faith negotiations
        shall be litigated exclusively in the state courts of Harris County of the
        State
        of Texas.  Each of the parties hereto hereby irrevocably and
        unconditionally (a) submits to the jurisdiction of such state courts of Texas
        for any such action, suit or proceeding, (b) agrees not to commence any such
        action, suit or proceeding except in such state courts of Texas, (c) waives,
        and
        agrees not to plead or to make, any objection to the venue of any such action,
        suit or proceeding in such state courts of Texas, (d) waives, and agrees
        not to
        plead or to make, any claim that any such action, suit or proceeding brought
        in
        such state courts of Texas has been brought in an improper or otherwise
        inconvenient forum, (e) waives, and agrees not to plead or to make, any claim
        that such state courts of Texas lack personal jurisdiction over it, and (f)
        waives its right to remove any such action, suit or proceeding to the federal
        courts except when such courts are vested with sole and exclusive jurisdiction
        by statute.  The parties shall cooperate with each other in connection
        with any such action, suit or proceeding to obtain reliable assurances that
        confidential treatment will be accorded any information that any party shall
        reasonably deem to be confidential or proprietary.  Each of the
        parties hereto further covenants and agrees that, until the expiration of
        all
        applicable statutes of limitations relating to potential claims under this
        Agreement, each such party shall maintain a duly appointed agent for the
        service
        of summonses and other legal process in the State of Texas.

       

      10.  Binding
        Effect; Assignment.  This Agreement and all of the provisions
        hereof shall be
        binding upon the parties hereto and inure to the benefit of the parties hereto
        and their respective successors and permitted assigns.  Neither this
        Agreement nor any of the rights, interests or obligations hereunder shall
        be
        assigned by either party without the prior written consent of the other
        party.  Notwithstanding the foregoing, Continental may assign its
        rights and delegate its duties hereunder to any of its affiliates.

       

      11.  Employees
        of Continental.  The employees, agents and independent contractors
        of Continental engaged in performing any of the services Continental is to
        perform pursuant to this Agreement are employees, agents and independent
        contractors of Continental for all purposes, and under no circumstances will
        be
        deemed to be employees, agents or independent contractors of
        Contractor.  In its performance under this Agreement, Continental will
        act, for all purposes, as an independent contractor and not as an agent for
        Contractor.  Contractor will have no supervisory power or control over
        any employees, agents or independent contractors engaged by Continental in
        connection with its performance hereunder.

       

      12.  Governing
        Law.  This Agreement shall be governed by and construed in
        accordance with the laws of the State of Texas (other than laws regarding
        conflicts of laws) as to all matters, including matters of validity,
        construction, effect, performance and remedies.

       

      13.  Notices.  All
        notices shall be in writing and shall be deemed given upon (a) a transmitter’s
        confirmation of a receipt of a facsimile transmission (but only if followed
        by
        confirmed delivery of a standard overnight courier the following Business
        Day or
        if delivered by hand the following Business Day), or (b) confirmed delivery
        of a
        standard overnight courier or delivered by hand, to the parties at the following
        addresses:

       

      if
        to
        Continental:

      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSCD

      Houston,
        Texas  77002

      Attention:  Senior
        Vice
        President – Corporate Development

      Telecopy
        No.:  [***]

      


      with
        a
        copy to:

      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSLG

      Houston,
        Texas  77002

      Attention:  General
        Counsel

      Telecopy
        No.:  [***]

       

      and
        to:

       

      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSFP

      Houston,
        Texas 77002

      Attention:
        Staff Vice President –
Financial Planning

      Telecopy
        No.: [***]

      


      if
        to
        Contractor, to:

      Pinnacle
        Airlines Corp.

      1689
        Nonconnah Blvd. Ste.
        111

      Memphis,
        Tennessee 38132

      Attention:  Chief
        Financial
        Officer

      Telecopy
        No.:  [***]

      


      or
        to
        such other address as either party hereto may have furnished to the other
        party
        by a notice in writing in accordance with this Section 13.

       

      14.  Severability.  Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof.  Any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      15.  Entire
        Agreement.  Except as otherwise set forth in this Agreement, this
        Agreement constitutes the entire agreement between the parties hereto with
        respect to the subject matter hereof and supersedes all prior agreements
        and
        understandings, whether written or oral, between the parties with respect
        to
        such subject matter.

       

      16.  Amendment
        and Modification.  This Agreement may not be amended or modified
        in any respect except by a written agreement signed by both of the parties
        hereto that specifically states that it is intended to amend or modify this
        Agreement.

       

      17.  Third
        Party Beneficiaries.  Nothing in this Agreement, express or
        implied, is intended to or shall confer upon any Person any legal or equitable
        right, benefit or remedy of any nature whatsoever under or by reason of this
        Agreement, and no Person shall be deemed a third party beneficiary under
        or by
        reason of this Agreement.

       

      18.  Counterparts.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.  The Agreement may be executed by facsimile
        signature.

       

      19.  Waiver.  The
        observance of any term of this Agreement may be waived (either generally
        or in a
        particular instance and either retroactively or prospectively) by the party
        entitled to enforce such term, but such waiver shall be effective only if
        it is
        in writing signed by the party against which such waiver is to be
        asserted.  Unless otherwise expressly provided in this Agreement, no
        delay or omission on the part of any party in exercising any right or privilege
        under this Agreement shall operate as a waiver thereof, nor shall any waiver
        on
        the part of any party of any right or privilege under this Agreement operate
        as
        a waiver of any other right or privilege under this Agreement nor shall any
        single or partial exercise of any right or privilege preclude any other or
        further exercise thereof or the exercise of any other right or privilege
        under
        this Agreement.  No failure by either party to take any action or
        assert any right or privilege hereunder shall be deemed to be a waiver of
        such
        right or privilege in the event of the continuation or repetition of the
        circumstances giving rise to such right unless expressly waived in writing
        by
        the party against whom the existence of such waiver is asserted.

       

      20.  Equitable
        Remedies.  Each of Continental and Contractor acknowledges and
        agrees that under certain circumstances the breach by Continental or any
        of its
        affiliates or Contractor or any of its affiliates of a term or provision
        of this
        Agreement will materially and irreparably harm the other party, that money
        damages will accordingly not be an adequate remedy for such breach and that
        the
        non-defaulting party, in its sole discretion and in addition to its rights
        under
        this Agreement and any other remedies it may have at law or in equity, may,
        notwithstanding the provisions contained in Section 9, apply to any court
        of law
        or equity of competent jurisdiction (without posting any bond or deposit)
        for
        specific performance and/or other injunctive relief in order to enforce or
        prevent any breach of the provisions of this Agreement.

       

      21.  References;
        Construction.  The section and other headings and subheadings
        contained in this Agreement are solely for the purpose of reference, are
        not
        part of the agreement of the parties hereto, and shall not in any way affect
        the
        meaning or interpretation of this Agreement.  All references to days
        or months shall be deemed references to calendar days or
        months.  Unless the context otherwise requires, any reference to a
“Section” shall be deemed to refer to a section of this
        Agreement.  The words “hereof,” “herein” and “hereunder” and words of
        similar import referring to this Agreement refer to this Agreement as a whole
        and not to any particular provision of this Agreement.  Whenever the
        words “include,” “includes” or “including” are used in this Agreement, unless
        otherwise specifically provided, they shall be deemed to be followed by the
        words “without limitation.”  This Agreement shall be construed without
        regard to any presumption or rule requiring construction or interpretation
        against the party drafting or causing the document to be
        drafted.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      CONTINENTAL
        AIRLINES, INC. COLGAN AIR, INC.

      


      


      


      By:  /s/
        Jeffery A.
        Smisek                                                               
By: /s/ Philip H.
        Trenary

      Name: 
        Jeffery A.
        Smisek                                                       
         Name:  Philip
        H. Trenary

      Title: President                                                 
Title:  Vice
        President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      Use
        of Continental Marks and Other Identification

       

      
        	
                1.  

              	
                Grant.  Continental
                  hereby grants to Contractor, and Contractor accepts, a non-exclusive,
                  personal, non-transferable, royalty-free right and license to adopt
                  and
                  use the Continental Marks and other Identification in connection
                  with the
                  rendering by Contractor of Regional Airline Services, subject to
                  the
                  conditions and restrictions set forth herein.

                 

              


      

      
        	
                2.  

              	
                Ownership
                  of the Continental Marks and Other Identification.

                 

              


      

      
        	
                a.  

              	
                Continental
                  shall at all times remain the owner of the Continental Marks and
                  the other
                  Identification and any registrations thereof and Contractor’s use of any
                  Continental Marks or other Identification shall clearly identify
                  Continental as the owner of such marks (to the extent practical)
                  to
                  protect Continental’s interest therein.  All use by Contractor
                  of the Continental Marks and the other Identification shall inure
                  to the
                  benefit of Continental.  Nothing in this Agreement shall give
                  Contractor any right, title, or interest in the Continental Marks
                  or the
                  other Identification other than right to use the Continental Marks
                  and the
                  other Identification in accordance with the terms of this
                  Agreement.

                 

              


      

      
        	
                b.  

              	
                Contractor
                  acknowledges Continental’s ownership of the Continental Marks and the
                  other Identification and further acknowledges the validity of the
                  Identification.  Contractor agrees that it will not do anything
                  that in any way infringes or abridges Continental’s rights in the
                  Identification or directly or indirectly challenges the validity
                  of the
                  Identification

                 

              


      

      
        	
                3.  

              	
                Use
                  of the Continental Marks and the Other Identification.

                 

              


      

      
        	
                a.  

              	
                Contractor
                  shall use the Continental Marks and other Identification only as
                  authorized herein by Continental and in accordance with such standards
                  of
                  quality as Continental may establish.

                 

              


      

      
        	
                b.  

              	
                Contractor
                  shall use the Identification on all Covered Aircraft and all facilities,
                  equipment, uniforms and printed materials used in connection with
                  the
                  Regional Airline Services.

                 

              


      

      
        	
                c.  

              	
                Contractor
                  shall not use the Identification for any purpose other than as
                  set forth
                  in this Exhibit G, and specifically shall have no right to use the
                  Continental Marks or other Identification on or in any aircraft
                  other than
                  Covered Aircraft or in connection with any other operations of
                  Contractor.

                 

              


      

      
        	
                d.  

              	
                Continental
                  shall have exclusive control over the use and display of the Continental
                  Marks and other Identification, and may change the Identification
                  at any
                  time and from time to time (including by adding or deleting marks
                  from the
                  list specified in this Exhibit G), in which case Contractor shall
                  as soon as practicable make such changes as are requested by Continental
                  to utilize the new Identification; provided that Continental
                  shall either pay directly the reasonable costs of making such changes
                  to
                  the Identification or shall promptly reimburse Contractor for its
                  reasonable expenses incurred in making such changes.

                 

              


      

      
        	
                e.  

              	
                Nothing
                  shall abridge Continental’s right to use and/or to license the
                  Identification, and Continental reserves the right to the continued
                  use of
                  all the Identification, to license such other uses of the Identification
                  and to enter into such agreements with other carriers providing
                  for
                  arrangements similar to those with Contractor as Continental may
                  desire.  No term or provision of this Agreement shall be
                  construed to preclude the use of the Continental Marks or other
                  Identification by other persons or for similar or other uses not
                  covered
                  by this Agreement.

                 

              


      

      
        	
                4.  

              	
                Continental-Controlled
                  Litigation.  Continental at its sole expense shall take all
                  steps that in its opinion and sole discretion are necessary and
                  desirable
                  to protect the Continental Marks and other Identification against
                  any
                  infringement or dilution.  Contractor agrees to cooperate fully
                  with Continental in the defense and protection of the Continental
                  Marks
                  and other Identification as reasonably requested by
                  Continental.  Contractor shall report to Continental any
                  infringement or imitation of, or challenge to, the Continental
                  Marks and
                  other Identification, immediately upon becoming aware of
                  same.  Contractor shall not be entitled to bring, or compel
                  Continental to bring, an action or other legal proceedings on account
                  of
                  any infringements, imitations, or challenges to any element of
                  the
                  Continental Marks and other Identification without the written
                  agreement
                  of Continental.  Continental shall not be liable for any loss,
                  cost, damage or expense suffered or incurred by Contractor because
                  of the
                  failure or inability to take or consent to the taking of any action
                  on
                  account of any such infringements, imitations or challenges or
                  because of
                  the failure of any such action or proceeding.  If Continental
                  shall commence any action or legal proceeding on account of such
                  infringements, imitations or challenges, Contractor agrees to provide
                  all
                  reasonable assistance requested by Continental in preparing for
                  and
                  prosecuting the same.

                 

              


      

      
        	
                5.  

              	
                Revocation
                  of License.  Continental shall have the right to cancel the
                  license provided herein in whole or in part at any time and for
                  any
                  reason, in which event all terminated rights to use the Identification
                  provided Contractor herein shall revert to Continental and the
                  Continental
                  Marks and the other Identification shall not be used by Contractor
                  in
                  connection with any operations of Contractor.  The following
                  provisions shall apply to the termination of the license provided
                  herein:  (i) in the case of a termination of the license to use
                  the globe element of the Continental Marks, Contractor shall cease
                  all use
                  of the globe element of the Continental Marks with respect to each
                  Covered
                  Aircraft within 90 days of such aircraft being withdrawn from the
                  capacity
                  purchase provisions of the Agreement, and shall cease all use of
                  the globe
                  element of the Continental Marks in all other respects within 90
                  days of
                  last Covered Aircraft being withdrawn from this Agreement (unless
                  this
                  Agreement is terminated for Cause or pursuant to Section 9.02(a) or
                  the first sentence of Section 9.02(b), in which case Contractor
                  shall cease all use of the globe element of the Continental Marks
                  within
                  45 days of the Termination Date); (ii) in the case of a termination
                  of the
                  license to use any other Continental Marks and Identification,
                  Contractor
                  shall cease all use of such other Continental Marks and Identification
                  within 45 days of the termination of the license for such other
                  Continental Marks and other Identification.  Within such
                  specified period, Contractor shall cease all use of such other
                  Continental
                  Marks and Identification, and shall change its facilities, equipment,
                  uniforms and supplies to avoid any customer confusion or the appearance
                  that Contractor is continuing to have an operating relationship
                  with
                  Continental, and Contractor shall not thereafter make use of any
                  word,
                  words, term, design, name or mark confusingly similar to the Continental
                  Marks or other Identification or take actions that otherwise may
                  infringe
                  the Continental Marks and the other Identification.

                 

              


      

      
        	
                6.  

              	
                Assignment.  The
                  non-exclusive license granted by Continental to Contractor is personal
                  to
                  Contractor and may not be assigned, sub-licensed or transferred
                  by
                  Contractor in any manner without the written consent of a duly
                  authorized
                  representative of Continental.

                 

              


      

      
        	
                7.  

              	
                Continental
                  Marks.  The Continental Marks are as follows:

                 

              


      

      CONTINENTAL
        CONNECTION

      CONTINENTAL
        CONNECTION’S LOGO (DESIGN)
        IN COLOR

      CONTINENTAL
        CONNECTION’S LOGO (DESIGN)
        IN BLACK & WHITE

      


      [insert
        logo]

      


      
        	
                8.  

              	
                Aircraft
                  Livery.  The aircraft livery shall be as follows, unless
                  otherwise directed by Continental:  The colors blue, gray, white
                  and gold are used on the aircraft.  The color white appears on
                  the top approximate 2/3 of the body of the aircraft; the color
                  gray
                  appears below the color white on the remainder of the bottom portion
                  of
                  the body of the aircraft; the color gold is used as a stripe or
                  band
                  dividing the white and gray colors.  The tail of the aircraft is
                  primarily blue with the globe logo design in a gold and white combination
                  and the trade name is written in blue on the white portion of the
                  body of
                  the aircraft.  The color blue is the dominant aircraft interior
                  color.

                 

              


      

      
        	
                9.  

              	
                Survival.  The
                  provisions of this Exhibit G shall survive the termination of this
                  Agreement for a period of six
                  years.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        H

      Use
        of Contractor Marks

       

      
        	
                1.  

              	
                Grant.  Contractor
                  hereby grants to Continental, and Continental accepts, a non-exclusive,
                  personal, non-transferable, royalty-free right and license to adopt
                  and
                  use the Contractor Marks (as defined below) in connection with
                  Continental’s entering into this Agreement, subject to the conditions and
                  restrictions set forth herein.

                 

              


      

      
        	
                2.  

              	
                Ownership
                  of the Contractor Marks.

                 

              


      

      
        	
                a.  

              	
                Contractor
                  shall at all times remain the owner of the Contractor Marks and
                  any
                  registrations thereof and Continental’s use of any Contractor Marks shall
                  clearly identify Contractor as the owner of such marks (to the
                  extent
                  practical) to protect Contractor’s interest therein.  All use by
                  Continental of the Contractor Marks shall inure to the benefit
                  of
                  Contractor.  Nothing in this Agreement shall give Continental
                  any right, title, or interest in the Contractor Marks other than
                  right to
                  use the Contractor Marks in accordance with the terms of this
                  Agreement

                 

              


      

      
        	
                b.  

              	
                Continental
                  acknowledges Contractor’s ownership of the Contractor Marks and further
                  acknowledges the validity of the Contractor Marks.  Continental
                  agrees that it will not do anything that in any way infringes or
                  abridges
                  Contractor’s rights in the Contractor Marks or directly or indirectly
                  challenges the validity of the Contractor Marks.

                 

              


      

      
        	
                3.  

              	
                Use
                  of the Contractor Marks.

                 

              


      

      
        	
                a.  

              	
                Continental
                  shall use the Contractor Marks only as authorized herein by Contractor
                  and
                  in accordance with such standards of quality as Contractor may
                  establish.

                 

              


      

      
        	
                b.  

              	
                Continental
                  shall use the Contractor Marks as necessary or appropriate in
                  Continental’s sole discretion inonnection with the Regional Airline
                  Services, including without limitation the sale or disposition
                  by
                  Continental of the seat inventory of the Scheduled Flights.

                 

              


      

      
        	
                c.  

              	
                Continental
                  shall not use the Contractor Marks for any purpose other than as
                  set forth
                  in this Exhibit H, and specifically shall have no right to use the
                  Contractor Marks in connection with any other operations of
                  Continental.

                 

              


      

      
        	
                d.  

              	
                Contractor
                  may change the Contractor Marks at any time and from time to time
                  (including by adding or deleting marks from the list specified
                  in this
                  Exhibit H), in which case Continental shall as soon as practicable
                  make such changes as are requested by Contractor to utilize the
                  new
                  Contractor Marks; provided that Contractor shall either pay
                  directly the reasonable costs of making such changes to the Contractor
                  Marks or shall promptly reimburse Continental for its reasonable
                  expenses
                  incurred in making such changes.

                 

              


      

      
        	
                e.  

              	
                Nothing
                  shall abridge Contractor’s right to use and/or to license the Contractor
                  Marks, and Contractor reserves the right to the continued use of
                  all the
                  Contractor Marks, to license such other uses of the Contractor
                  Marks and
                  to enter into such agreements with other carriers providing for
                  arrangements similar to those with Continental as Contractor may
                  desire.  No term or provision of this Agreement shall be
                  construed to preclude the use of the Contractor Marks by other
                  persons or
                  for other similar uses not covered by this Agreement.

                 

              


      

      
        	
                4.  

              	
                Contractor-Controlled
                  Litigation.  Contractor at its sole expense shall take all
                  steps that in its opinion and sole discretion are necessary and
                  desirable
                  to protect the Contractor Marks against any infringement or
                  dilution.  Continental agrees to cooperate fully with Contractor
                  in the defense and protection of the Contractor Marks as reasonably
                  requested by Contractor.  Continental shall report to Contractor
                  any infringement or imitation of, or challenge to, the Contractor
                  Marks,
                  immediately upon becoming aware of same.  Continental shall not
                  be entitled to bring, or compel Contractor to bring, an action
                  or other
                  legal proceedings on account of any infringements, imitations,
                  or
                  challenges to any element of the Contractor Marks without the written
                  agreement of Contractor.  Contractor shall not be liable for any
                  loss, cost, damage or expense suffered or incurred by Continental
                  because
                  of the failure or inability to take or consent to the taking of
                  any action
                  on account of any such infringements, imitations or challenges
                  or because
                  of the failure of any such action or proceeding.  If Contractor
                  shall commence any action or legal proceeding on account of such
                  infringements, imitations or challenges, Continental agrees to
                  provide all
                  reasonable assistance requested by Contractor in preparing for
                  and
                  prosecuting the same.

                 

              


      

      
        	
                5.  

              	
                Revocation
                  of License.  Contractor shall have the right to cancel the
                  license provided herein in whole or in part at any time and for
                  any
                  reason, in which event all terminated rights to use the Contractor
                  Marks
                  provided Continental herein shall revert to Contractor and the
                  Contractor
                  Marks shall not be used by Continental in connection with any operations
                  of Continental.  Continental shall cease all use of the
                  Contractor Marks in all respects upon the last Covered Aircraft
                  being
                  withdrawn from this Agreement.  Continental shall not thereafter
                  make use of any word, words, term, design, name or mark confusingly
                  similar to the Contractor Marks or take actions that otherwise
                  may
                  infringe the Contractor Marks.

                 

              


      

      
        	
                6.  

              	
                Assignment.  The
                  non-exclusive license granted by Contractor to Continental is personal
                  to
                  Continental and may not be assigned, sub-licensed or transferred
                  by
                  Continental in any manner without the written consent of a duly
                  authorized
                  representative of Contractor.

                 

              


      

      
        	
                7.  

              	
                Contractor
                  Marks.  The Contractor Marks are as follows:

                 

              


      

      [insert
        logo]

      


      
        	
                8.  

              	
                Survival.  The
                  provisions of this Exhibit H shall survive the termination of this
                  Agreement for a period of six
                  years.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

      Catering
        Standards

      Station
        Services

       

      
        	
                ·  

              	
                Contractor
                  will provide caterer oversight at Contractor Airports that are
                  non-Chelsea
                  Catering locations.  Continental will provide caterer oversight
                  at Continental Airports that are non-Chelsea Catering
                  locations.

                 

              


      

      
        	
                ·  

              	
                At
                  Contractor Airports without contract catering, Contractor will
                  provide
                  supplies and beverage uplift as necessary and will remove, store
                  and
                  re-board perishable supply and beverage items on RON/originating
                  flights.  At Continental Airports without contract catering,
                  Continental will provide supplies and beverage uplift as necessary
                  and
                  will remove, store and re-board perishable supply and beverage
                  items on
                  RON/originating flights.

                 

              


      

      
        	
                ·  

              	
                Contractor
                  will provide meal ordering services at Contractor Airports that
                  are
                  non-Chelsea Catering locations or where catering is downlined by
                  Chelsea
                  Catering.  Continental will provide meal ordering services at
                  Continental Airports that are non-Chelsea Catering locations or
                  where
                  catering is downlined by Chelsea Catering.

                 

              


      

      
        	
                ·  

              	
                Contractor
                  will provide trained catering truck guide person for all Contractor
                  Airports that are Chelsea Catering locations to assist with backing
                  off
                  the aircraft.  Continental will provide trained catering truck
                  guide person for all Continental Airports that are Chelsea Catering
                  locations to assist with backing off the aircraft.

                 

              


      

      
        	
                ·  

              	
                Contractor
                  will coordinate and communicate with Chelsea Catering regarding
                  all flight
                  activity, cancellations and irregular operations providing necessary
                  information in a timely manner.

              


      

       

      Onboard
        Services

       

      
        	
                ·  

              	
                Continental
                  has right to determine meal/beverage service parameters and scheduling
                  for
                  Scheduled Flights.

                 

              


      

      
        	
                ·  

              	
                Continental
                  has right to conduct onboard service audits on Scheduled Flights
                  to ensure
                  service standards are being met.

                 

              


      

      
        	
                ·  

              	
                Contractor
                  flight attendants providing Regional Airline Services will be trained
                  on
                  meal and beverage service procedures, including liquor and duty-free
                  sales
                  and cash handling, and will collect all on-board revenue for liquor
                  and
                  duty-free sales.

                 

              


      

      
        	
                ·  

              	
                Contractor
                  will provide sufficient galley service ship’s equipment to operate, such
                  as hot jugs, coffee makers and trash
                  bins.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

      Ticket
        Handling Terms

       

      1.           Passenger
        Ticket Stock and Accounting Procedures.  Continental will
        provide Contractor with Continental passenger ticket stock in accordance
        with
        the following procedures:

       

      A. Continental
        will supply Contractor with adequate supplies of all necessary passenger
        ticket
        forms, bag tags, boarding passes, validator plates and other documents and
        materials necessary to enable Contractor to operate in a manner consistent
        with
        Continental procedures, upon request to the office designated by Continental
        from time to time.  A receipt for all ticket forms delivered to
        Contractor shall be signed by an appropriate representative of Contractor,
        and
        Contractor shall comply with Continental’s procedures with respect to the
        control of, safeguarding of and accounting for ticket stock and validator
        plates.  All tickets and other documents and materials supplied by
        Continental for use in connection with the Agreement shall be and remain
        the
        property of Continental and shall be held in trust for Continental by Contractor
        and issued or otherwise utilized only as provided in the Agreement.

       

      B. 
        Contractor
        shall be responsible for the safe and secure custody and care of all tickets
        and
        other documents and materials furnished by Continental.  The tickets
        and other documents of Continental shall be secured in a manner satisfactory
        to
        Continental and consistent with any applicable IATA standards and
        specifications.  Such tickets and documents and all records relating
        to them and to the sale of transportation on Continental shall at all times
        be
        made available for inspection by Continental or its designated
        representative.

       

      C. All
        tickets shall be issued by Contractor in accordance with the currently effective
        tariffs and contract of carriage applicable to the transportation being
        purchased and applicable trade manuals, all in accordance with appropriate
        instructions, which may be issued from time to time by Continental.

       

      D. All
        tickets shall be issued by Contractor in numerical sequence and all must
        be
        accounted for at each reporting period.  All auditors’ coupons for
        tickets issued by Contractor and all coupons of voided tickets shall be sent
        to
        the office or offices designated by Continental from time to time on the
        workday
        following issuance.

       

      E. All
        checks accepted for the sale of tickets on Continental ticket stock shall
        be
        payable to Continental and acceptance of checks shall conform to Continental’s
        acceptance procedures.  Any losses resulting from returned checks
        where Contractor has failed to follow Continental’s acceptance procedures, will
        be charged to Contractor after Continental exhausts reasonable efforts to
        collect.

       

      F. All
        tickets issued for a form of payment other than cash or check shall be supported
        by such documents as shall be specified by Continental.

       

      G. Contractor
        shall assume full liability for and agrees to defend, indemnify and hold
        Continental harmless from and against any and all claims, demands, liability,
        expenses, losses, costs or damages whatsoever in any manner arising out of
        or
        attributed to Contractor’ possession, issuance, loss, misapplication, theft, or
        forgery of tickets, other travel documents, or supplies furnished by Continental
        to Contractor including but not limited to lost ticket forms, bag tags, boarding
        passes or other documents and errors in ticket issuance.  In the event
        Contractor loses or has stolen any ticket, fails to return tickets or other
        documents to Continental upon demand, fails to remit pursuant to the Agreement
        the monies to which Continental is entitled from the sale of any such ticket
        or
        document, or fails to account properly for any such tickets or document,
        Contractor shall be liable to Continental for the agreed value of any such
        ticket or document, which is agreed to be the actual damages or loss sustained
        by Continental from usage of any such ticket or document, as measured by
        the
        then current, non-discounted retail price of the transportation or other
        service
        obtained with the ticket or document or, if such value cannot be determined,
        US
        [***] per ticket.

       

      H. Contractor
        may accept all credit cards honored by Continental and is appointed
        Continental’s agent for such purpose, provided:

       

      (i)           Contractor
        observes the floor limits for each credit card set by the issuer of the credit
        card (the “Card Issuer”) as amended by the Card Issuer from time to
        time;

       

      (ii)           Contractor
        accepts each credit card within the terms of the contracts between Continental
        and Card Issuer;

       

      (iii)           Contractor
        complies with 14 CFR, Part 374;

       

      (iv)           Contractor
        does not accept blacklisted cards;

       

      (v)           Contractor
        shall reimburse Continental for any losses incurred by Continental as a result
        of Contractor’ failure to observe the terms of this section or of the contracts
        between Continental and the Card Issuer;

       

      (vi)           Contractor
        complies with all of Continental’s established procedures relating to credit
        cards; and

       

      (vii)           For
        tickets that are not for transportation on Scheduled Flights, Contractor
        shall
        reimburse Continental for all charge backs, returns and other direct charges
        attributable to or arising from Contractor’ acceptance of credit cards, unless
        either (a) Continental has realized an offsetting credit (including through
        the
        return and cancellation of a previously issued ticket) or (b) such charge
        back,
        return or other charge resulted from the gross negligence, recklessness,
        or
        willful misconduct of Continental.

       

      I.  Contractor
        shall prepare and furnish to Continental all written reports, accounts, and
        documentation with regard to ticket handling that Continental may require
        daily
        or at such lesser frequency as Continental may prescribe, at its sole
        discretion, from time to time during the life of the
        Agreement.  Contractor will comply with all reasonable procedures
        specified by Continental with regard to ticket handling.

       

      J.  Within
        two business days after the termination of the Agreement for any reason,
        Contractor will return to Continental all passenger ticket forms, bag tags,
        boarding passes and other documents provided to Contractor by Continental
        pursuant to the Agreement.

       

      2.           Deposits.  Contractor
        shall deposit all funds, both cash and checks, realized from the sale of
        tickets
        on Continental ticket stock by it in Continental accounts maintained at
        depositories from time to time designated by Continental on or before the
        first
        banking day following receipt of such funds.

       

      3.           Ticket
        Acceptance.  For the term of the Agreement, Continental hereby
        authorizes Contractor to accept flight coupons written for CO* Flights in
        accordance with any applicable restrictions.  Contractor shall not
        endorse or refund any such coupons without Continental’s written consent, except
        in accordance with Continental’s contract of carriage.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

      Fuel
        Efficiency Program

       

      Contractor
        shall use commercially reasonable efforts to develop and maintain a
        comprehensive fuel efficiency program, acceptable to Continental, in a timely
        manner and with the overall objective of operating and maintaining the Covered
        Aircraft in a manner that maximizes fuel efficiency, with due consideration
        to
        other performance objectives.  The program will include applicable
        data collection and trend analysis, and will set and track target
        metrics.  Continental shall audit Contractor’s program at its
        discretion, but at no less than annual intervals.  Such audits will be
        based on the IATA Fuel and Emissions Efficiency Checklist, supplemented by
        the
        IATA Guidance Material and Best Practices for Fuel and Environmental Management,
        any applicable manufacturer material, Continental’s own fuel efficiency program
        applicable to its own fleet, and any other material standard in the
        industry.

      


      Contractor’s
        fuel efficiency program shall emphasize at least the following:

      


      
        	
                1.  

              	
                A
                  “cost index” (CI) based flight planning system, or as an alternative a
                  flight planning system that adequately balances the cost of fuel
                  versus
                  the cost of time on a segment specific basis.  The ability to
                  provide the system with current and accurate applicable costs is
                  required.

                 

              


      

      
        	
                2.  

              	
                Flight
                  planning technology that accurately predicts fuel burn and optimizes
                  lateral and vertical profiles for takeoff and landing runway, climb
                  and
                  descent, crossing restrictions, special use airspace, preferred
                  routings,
                  enroute altitude agreements, etc.

                 

              


      

      
        	
                3.  

              	
                Appropriate,
                  implemented, well documented, and thoroughly trained policies and
                  procedures for dispatchers, pilots, load planners, station agents,
                  mechanics and management that maximize opportunities for fuel
                  efficiency.

                 

              


      

      
        	
                4.  

              	
                An
                  active interface with appropriate Air Traffic Control (ATC) facilities,
                  management, and other personnel to minimize operational restrictions,
                  and
                  improve ATC handling of Contractor flights.

                 

              


      

      
        	
                5.  

              	
                Well-defined
                  and fully integrated flight planning fuel policies, including statistical
                  tracking of fuel added by pilots and dispatchers, efficient reserves,
                  guidelines for efficient alternate selection, a “no-alternate”
                  policy,  and target “fuel on deck”.

                 

              


      

      
        	
                6.  

              	
                Thorough
                  and effective pilot and dispatcher training on aerodynamics, cruise
                  performance and overall fuel efficient flying in initial, transition,
                  upgrade, and recurrent programs, with an emphasis on operating
                  the
                  aircraft at the most efficient speeds and altitudes as well as
                  correct
                  descent and approach planning.

                 

              


      

      
        	
                7.  

              	
                Maximized
                  use of on-board Flight Management Systems (FMS) or performance
                  management
                  computers as an in-flight fuel efficiency tool.  Applicable
                  thorough and effective training is required.

                 

              


      

      
        	
                8.  

              	
                An
                  effective fuel tankering program, including automated tankering
                  suggestions and calculations, using validated methods and
                  formulas.

                 

              


      

      
        	
                9.  

              	
                Thorough
                  statistical tracking, analysis and measurement of fuel efficiency
                  using
                  actual data, data from flight plans, and FOQA data with a comprehensive
                  plan to identify and correct deficiencies, including individual
                  pilot and
                  dispatcher issues.

                 

              


      

      
        	
                10.  

              	
                A
                  designated manager charged with overall responsibility for fuel
                  efficiency
                  either as a stand alone position, or as a substantial element of
                  an
                  individual job description.

                 

              


      

      
        	
                11.  

              	
                The
                  inclusion of fuel efficiency issues and targets in appropriate
                  job
                  descriptions and performance objectives.  Applicable work groups
                  include, but are not limited to, pilots, dispatchers, SOCC managers,
                  and
                  gate and ramp personnel.

                 

              


      

      
        	
                12.  

              	
                A
                  weight management program that prevents the carriage of unnecessary
                  galley
                  supplies, spare parts and equipment, customer service items,
                  etc.

                 

              


      

      
        	
                13.  

              	
                A
                  center of gravity management system that considers the most efficient
                  center of gravity in load distribution.

                 

              


      

      
        	
                14.  

              	
                Adequate
                  ground equipment and an APU management program that prevents unnecessary
                  or costly operation of the APU.

                 

              


      

      
        	
                15.  

              	
                An
                  engine-out taxi program both before takeoff and after
                  landing.

                 

              


      

      
        	
                16.  

              	
                Fuel
                  and operationally efficient takeoff and landing flap selection
                  priorities.

                 

              


      

      
        	
                17.  

              	
                An
                  engine maintenance program or maintenance contracts that track
                  deterioration in Specific Fuel Consumption (SFC) and allow for
                  cost
                  effective early removal and repair/overhaul of high burn
                  engines.

                 

              


      

      
        	
                18.  

              	
                An
                  airframe maintenance program that measure airframe drag and corrects
                  high
                  drag airframes that exceed an agreed upon threshold.  An
                  airframe maintenance program shall also include scheduled thorough
                  aerodynamic conformity checks and corrective
                  action.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                 

              


      

      EXHIBIT
        L

      Form
        of Guarantee of Parent

      


      THIS
        GUARANTEE AGREEMENT (this “Guarantee”), effective as
        of February 2, 2007 (the “Effective Date”) by PINNACLE
        AIRLINES CORP., a Delaware corporation (“Guarantor”),
        for the benefit of CONTINENTAL AIRLINES, INC., a Delaware corporation
        (“Continental”).

       

      RECITALS

       

      WHEREAS
        Continental, Guarantor and Colgan Air, Inc., a Virginia corporation
        (“Carrier”) are prepared to enter into that certain
        Capacity Purchase Agreement, dated as of February 2, 2007
        (“CPA”);

       

      WHEREAS,
        pursuant to the CPA, Carrier is obligated, among other things, to provide
        Regional Airline Services to Continental and, in certain circumstances, to
        make
        certain reconciliation or indemnity payments to Continental;

       

      WHEREAS,
        Continental, Guarantor and Carrier are prepared to enter into the Ancillary
        Agreements pursuant which Carrier is obligated, among other things, to provide
        ground handling and other services to Continental and, in certain circumstances,
        to make certain payments to Continental;

       

      WHEREAS,
        Carrier is the wholly-owned subsidiary of Guarantor; and

       

      WHEREAS,
        it is a condition precedent to Continental’s execution and delivery of the CPA
        that Guarantor execute and deliver this Guarantee;

       

      NOW,
        THEREFORE, for and in consideration of the foregoing and other good and valuable
        consideration, the receipt and sufficiency of which Guarantor acknowledges,
        Guarantor covenants and agrees for the benefit of Continental as
        follows:

       

                   
        ARTICLE
        I                                

      DEFINITIONS

       

      Section
        1.01  Certain
        Definitions.  Any terms not defined herein shall have the
        definition given such term in the Capacity Purchase Agreement.  As
        used in this Agreement, the following terms have the following
        meanings:

       

      “Beneficiaries”
        has the meaning given to that term in Section
        3.07.

       

      “Carrier”
        has the meaning given to that term in the Recitals.

       

      “Continental”
        has the meaning given to that term in the Recitals.

       

      “CPA”
        has the meaning given to that term in the Recitals.

       

      “Default
        Interest” has the meaning given to that term in Section
        3.06.

       

      “Documents”
        has the meaning given to that term in Section 2.02(a).

       

      “Effective
        Date” has the meaning given to that term in the
        preamble.

       

      “Enforcement
        Expenses” has the meaning given to that term in
        Section 3.06.

       

      “Guarantee”
        has the meaning given to that term in the preamble.

       

      “Guarantor”
        has the meaning given to that term in the preamble.

       

      Section
        1.02  Other
        Definitions.  Other terms defined in this Guarantee have the
        meanings so given them.  Capitalized terms used but not defined herein
        shall the same meaning herein as in the CPA.

       

      Section
        1.03  Terminology.  Unless
        the context of this Guarantee clearly requires otherwise, (a) pronouns, wherever
        used herein, and of whatever gender, shall include natural persons and
        corporations, partnerships, limited liability companies and entities of every
        kind and character, (b) the singular shall include the plural wherever and
        as
        often as may be appropriate, (c) the word “includes”
or “including” shall mean “including
        without limitation”, and (d) the words
“hereof”, “herein”,
“hereunder”,
        and similar terms in this Guarantee shall
        refer to this Guarantee as a whole and not any particular section or article
        in
        which such words appear.  The section, article, and other headings in
        this Guarantee are for reference purposes and shall not control or affect
        the
        construction of this Guarantee or the interpretation hereof in any
        respect.  Article, section, subsection, and exhibit references are to
        this Guarantee unless otherwise specified.  All exhibits attached to
        this Guarantee constitute a part of this Guarantee and are incorporated
        herein.  All references to a specific time of day in this Guarantee
        shall be based upon Central Standard Time or Central Daylight Time, whichever
        is
        applicable.

       

      ARTICLE
        II

      GUARANTEE

       

      Section
        2.01  Guarantee
        of Obligations.  Guarantor unconditionally, absolutely and
        irrevocably guarantees unto the Beneficiaries the timely payment and performance
        by Carrier of all of its obligations under the CPA and the Ancillary Agreements,
        including the obligation to provide Regional Airlines Services, to provide
        ground handling services, and to make all indemnification payments and
        reconciliation payments that Carrier is required to make pursuant to the
        CPA and
        the Ancillary Agreements.

       

      Section
        2.02  Guarantee
        Absolute.  This Guarantee is absolute, continuing and independent
        of, and in addition to, any and all rights and remedies Continental may have
        under the CPA or any Ancillary Agreement and any other guaranties or documents
        now or hereafter given in connection therewith by Guarantor or others. Without
        limiting any of the provisions of this Guarantee or the CPA, including without
        limitation, Sections 5.03 and 10.02 thereof, it is acknowledged that Guarantor
        is not currently a certificated airline and that therefore Guarantor may
        be
        required to cause its obligations hereunder to be performed rather than
        performing them directly. Except as otherwise expressly herein provided,
        the
        enforceability of Guarantor’s obligations hereunder in accordance with the terms
        hereof shall not in any way be discharged, impaired or otherwise affected
        by:

       

      (a)  Any
        change in the time, manner or place of payment of amounts due under the CPA
        or
        any Ancillary Agreement, or any other change or modification in or of any
        terms,
        provisions, covenants or conditions of any or all of them;

       

      (b)  The
        entering into, or the modification or amendment in or of, any lease or sublease
        of any aircraft or engine, any contract or arrangement for the maintenance
        or
        refurbishment of any aircraft or engine, any contract or arrangement for
        the
        provision of ground handling services, any lease, sublease or other agreement
        relating to the use of any terminal or non-terminal airport facility, or
        any
        loan agreement, note, deed of trust, assignment, contract or other document
        or
        agreement entered into by Carrier or Guarantor relating to the provision
        of
        Regional Airline Services (together with the CPA and the Ancillary Agreements,
        the “Documents”);

       

      (c)  Any
        lack
        of validity or enforceability of any of the Documents;

       

      (d)  Any
        release or amendment or waiver of or consent to the modification of any other
        guarantee of payment or performance of all or any obligations under the CPA
        or
        any Ancillary Agreement, or any sale or transfer by Carrier of any of its
        interest in the CPA or any Ancillary Agreement (without implying that Carrier
        has consented or will consent to any such sale or transfer);

       

      (e)  Any
        sale
        or transfer by Guarantor of any of its interest in Carrier (without implying
        that Guarantor has consented or will consent to any such sale or
        transfer);

       

      (f)  Any
        release or waiver of or delay in the enforcement of rights against Carrier,
        Guarantor or any other person or entity under any of the Documents or against
        any security thereunder;

       

      (g)  The
        exercise by Continental of any of its rights or remedies under any one or
        more
        of the Documents; or

       

      (h)  Any
        other
        circumstance which might otherwise constitute a defense available to, or
        discharge of, Guarantor.

       

      Section
        2.03  Guarantee
        of Payment.  This Guarantee is a guarantee of payment and
        performance and not merely a guarantee of collection, and Guarantor’s
        liabilities and obligations under this Guarantee are and shall at all times
        continue to be absolute, irrevocable and unconditional in all respects in
        accordance with the terms of this Guarantee, and shall at all times be valid
        and
        enforceable without set off, deduction or counterclaim irrespective of any
        other
        agreements or circumstances of any nature whatsoever which might otherwise
        constitute a defense to this Guarantee or the obligations of Guarantor under
        this Guarantee.

       

      Section
        2.04  Financial
        Statements.  Not later than ninety (90) days following the end of
        each calendar year, Guarantor shall deliver to Continental a copy of Guarantor’s
        audited consolidated financial statements for such calendar year, certified
        by
        Guarantor as being true, correct and complete, together with a report thereon
        of
        Guarantor’s independent auditors; provided, that Guarantor shall not be required
        to deliver financial statements pursuant to this sentence if it is a reporting
        issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934,
        as amended, and such financial statements are timely filed with the Securities
        and Exchange Commission pursuant thereto.

       

      Section
        2.05  Representations.  Guarantor
        represents, warrants and covenants that:

       

      (a)  All
        financial statements heretofore delivered to Continental with respect to
        Guarantor are, and all financial statements hereafter delivered to Continental
        by Guarantor will be, true and correct in all material respects and fair
        presentations of Guarantor as of the respective dates thereof;

       

      (b)  No
        material adverse change has occurred in the financial condition of Guarantor
        since December 31, 2005;

       

      (c)  Guarantor
        is a duly organized and validly existing corporation in good standing under
        the
        laws of the State of Delaware.  Guarantor has the corporate power and
        authority to enter into and perform its obligations under this
        Guarantee.  Guarantor is duly qualified to do business as a foreign
        corporation under the laws of each jurisdiction that requires such
        qualification;

       

      (d)  This
        Guarantee has been duly executed and delivered by Guarantor and constitutes
        the
        legal, valid and binding obligation of Guarantor, fully enforceable against
        Guarantor in accordance with the terms hereof except as may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or similar
        laws
        affecting the rights of creditors and subject to the principles of
        equity;

       

      (e)  Neither
        the execution or delivery of this Agreement nor the performance by Guarantor
        of
        the transactions contemplated hereby will (i) violate, conflict with, or
        constitute a default under any of the terms of Guarantor’s certificate of
        incorporation, by-laws, or any provision of, or result in the acceleration
        of
        any obligation under, any material contract, sales commitment, license, purchase
        order, security agreement, mortgage, note, deed, lien, lease or other agreement
        to which Guarantor is a party or by which any of them or any of their respective
        properties or assets may be bound, (ii) result in the creation or imposition
        of
        any lien, charge or encumbrance in favor of any third person or entity, (iii)
        violate any law, statute, judgment, decree, order, rule or regulation of
        any
        governmental authority or body, or (iv) constitute any event which, after
        notice
        or lapse of time or both, would result in such violation, conflict, default,
        acceleration or creation or imposition of liens, charges or
        encumbrances;

       

      (f)  No
        consent of any other person and no consent, license, permit, approval or
        authorization of, exemption by, notice or report to, or registration, filing
        or
        declaration with, any governmental authority, bureau or agency is required
        in
        connection with the execution, delivery or performance by Guarantor, the
        enforceability against Guarantor, or the validity, of this
        Guarantee;

       

      (g)  Guarantor
        has, independently and with advice of counsel of Guarantor’s choice and without
        reliance upon Continental, and based upon such documents and information
        as
        Guarantor has deemed appropriate, made its own analysis and decision to enter
        into this Guarantee;

       

      (h)  The
        financial statements (including the related notes and supporting schedules)
        of
        Guarantor delivered (or, if filed with the Securities and Exchange Commission,
        made available) to Continental immediately prior to the date hereof fairly
        present in all material respects the consolidated financial position of
        Guarantor and its results of operations as of the dates and for the periods
        specified therein.  Since the date of the latest of such financial
        statements, there has been no material adverse change nor any development
        or
        event involving a prospective material adverse change with respect to
        Guarantor.  Such financial statements have been prepared in accordance
        with generally accepted accounting principles in the United States consistently
        applied throughout the periods involved, except to the extent disclosed
        therein;

       

      (i)  Guarantor
        is insured by insurers of recognized financial responsibility against such
        losses and
        risks
        and in such amounts and with such deductibles as are customary in the businesses
        in which it is engaged, and Guarantor has not received notice of cancellation
        or
        non-renewal of such insurance.  All such insurance is outstanding and
        duly in force on the date hereof.  Guarantor has no reason to believe
        that it will not be able to renew its existing insurance coverage as and
        when
        such coverage expires or to obtain similar coverage from similar insurers
        as may
        be necessary to continue its business at a cost that would not have a material
        adverse effect on Guarantor;

       

      (j)  No
        litigation, arbitration, investigation or administrative proceeding of or
        before
        any court, arbitrator or governmental authority, bureau or agency is currently
        pending or, to the knowledge of Guarantor, threatened: (i) with respect to
        this
        Guarantee or any of the transactions contemplated by this Guarantee; (ii)
        with
        respect to the CPA or any Ancillary Agreement or any of the transactions
        contemplated thereby; or (iii) against or affecting Guarantor, or any of
        its
        property or assets, which, if adversely determined, would have a material
        adverse effect on the ability of Guarantor to perform its obligations hereunder;
        and

       

      (k)  Guarantor
        has filed or caused to be filed all tax returns required to be filed, and
        has
        paid all taxes due on said returns or on any assessments made against Guarantor,
        which if not filed or not paid would have a material adverse effect on the
        business, operations, assets or condition, financial or otherwise, of Guarantor
        (other than those being contested in good faith by appropriate proceedings
        for
        which adequate reserves have been provided for in accordance with generally
        accepted accounting principles).

      Without
        limiting the other remedies of the Beneficiaries as a result of a breach
        of any
        of the foregoing representations and warranties, Guarantor hereby agrees
        to
        indemnify the Beneficiaries, their Affiliates and their respective officers,
        directors, partners, members, employees and agents, and hold them harmless
        from
        and against any and all losses, claims, damages, liabilities, expenses
        (including without limitation reasonably legal fees and expenses), judgments,
        fines and settlements any of them may incur as a result of any material breach
        of any representation or warranty contained herein.

       

      Section
        2.06  Reinstatement.  This
        Guarantee shall continue to be effective, or be reinstated (as the case may
        be)
        if at any time payment by Carrier or Guarantor of all or any part of any
        sum
        payable pursuant to the CPA or any Ancillary Agreement, this Guarantee or
        the
        other Documents is rescinded or otherwise must be returned by Continental
        upon
        Carrier’s insolvency, bankruptcy or reorganization, all as though such payment
        had not been made. Until all of the obligations guaranteed hereunder shall
        have
        been paid or performed in full, Guarantor shall have no right of subrogation
        or
        any other right to enforce any remedy which any of the Beneficiaries now
        has or
        may hereafter have against Carrier.  

       

      Section
        2.07  Self-Help
        Rights.  If Guarantor fails or refuses to perform any or all
        monetary or non-monetary obligations that are guarantied hereunder and, in
        the
        case of any non-monetary obligations, such failure or refusal continues for
        twenty (20) days following written notice thereof to Guarantor, then, in
        addition to any other rights and remedies which any Beneficiary may have
        hereunder or elsewhere, and not in limitation thereof, any Beneficiary shall
        have the right (but without any obligation so to do) to take action (including
        the payment of amounts due to any third party) to satisfy such obligation
        either
        before or after the exercise of any right or remedy of Continental against
        Carrier or Guarantor.  The amounts of any and all expenditures so made
        by Continental in satisfaction of such obligation (INCLUDING ANY SUCH
        EXPENDITURE ARISING FROM OR IN CONNECTION WITH CONTINENTAL’S NEGLIGENCE IN
        TAKING SUCH ACTION, BUT EXCEPTING ANY SUCH EXPENDITURES TO THE EXTENT PROVEN
        TO
        HAVE BEEN CAUSED BY OR ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
        OF CONTINENTAL) shall be immediately due and payable to Continental by
        Guarantor.

       

      ARTICLE
        III                      

      MISCELLANEOUS

       

      Section
        3.01  Exhausting
        Recourse.  Continental shall not be obligated to pursue or exhaust
        its recourse against Carrier or any other Person or guarantor, or any security
        it may have for satisfaction of the obligations guarantied hereunder, before
        being entitled to performance by Guarantor of each and every one of the
        obligations hereunder.  No delay on the part of Beneficiaries in
        exercising any right or remedy under this Guarantee or failure to exercise
        the
        same shall operate as a waiver in whole or in part of any such right or
        remedy.  No notice to or demand on Carrier or failure to give any such
        notice to or make any such demand on Carrier shall be deemed to be a waiver
        of
        the obligations of Guarantor hereunder or of the right of Beneficiaries to
        take
        further action without notice or demand as provided in this
        Guarantee.  No course of dealing between Guarantor and Beneficiaries
        shall change, modify or discharge, in whole or in part, this Guarantee or
        any of
        the obligations of Guarantor hereunder.

       

      Section
        3.02  Guarantee
        Remains Effective.  This Guarantee shall remain in full force and
        effect, notwithstanding any invalidity, irregularity, or unenforceability
        of any
        one or more of the CPA and the Ancillary Agreements.  No release or
        discharge of Carrier in any receivership, bankruptcy, winding-up or other
        creditor proceedings shall affect, diminish or otherwise impair or otherwise
        be
        a defense to the enforcement of this Guarantee by the
        Beneficiaries.  The liability of Guarantor shall not be affected by
        Continental causing work necessary for the provision of Regional Airline
        Services to be done, or by Continental’s pursuing any other remedies provided
        for in the Documents.

       

      Section
        3.03  No
        Conditions.  This Guarantee has been delivered free of any
        conditions and, except as otherwise expressly set forth herein, no
        representations have been made to Guarantor affecting or limiting the liability
        of Guarantor hereunder except as expressly provided herein.

       

      Section
        3.04  No
        Bar
        or Defense; Waiver of Defenses.  No action or proceeding brought
        or instituted under this Guarantee and no recovery in pursuance thereof shall
        be
        a bar or defense to any further action or proceeding which may be brought
        under
        this Guarantee by reason of any further default or defaults hereunder or
        in the
        performance and observance of the terms, covenants, conditions, and provisions
        in the Documents.  Guarantor
        hereby waives all suretyship defenses and defenses in the nature
        thereof.  Guarantor hereby further waives presentment, protest,
        notice, demand, or action or delinquency in respect to any obligation hereby
        guarantied except as expressly provided herein.  Guarantor waives
        acceptance of this Guarantee. Without limiting the generality of the
        foregoing, Guarantor specifically waives any requirements imposed by or to
        which
        Guarantor may otherwise be entitled by virtue of the suretyship laws of the
        State of Texas, including requirements pursuant to Rule 31 of the Texas Rules
        of
        Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies
        Code
        and Chapter 34 of the Texas Business and Commerce Code.

       

      Section
        3.05  Liability
        Independent.  The liability of Guarantor hereunder is independent
        of any other bonds or guaranties or other obligations at any time in effect
        with
        respect to the Documents and may be enforced regardless of the existence,
        validity, enforcement or non-enforcement of any such other guaranties or
        other
        obligations.

       

      Section
        3.06  Expenses.  Guarantor
        shall pay all costs, fees and expenses (including reasonable attorneys’ fees)
        incurred by Continental in enforcing this Guarantee, provided that Continental
        prevails in such enforcement (the “Enforcement
        Expenses”).  Any and all amounts due and owing by
        Guarantor to Continental hereunder that are not paid in full to Continental
        within ten (10) days following the earlier of the due date or demand therefor
        shall bear interest from the date such amounts were due hereunder until paid
        in
        full at the highest contract rate of interest permitted by applicable law
        (the
“Default Interest”).

       

      Section
        3.07  Binding
        Effect.  Neither this Guarantee nor any provisions hereof may be
        amended, modified, waived, discharged, or terminated orally, except by an
        instrument in writing duly signed by or on behalf of the party against whom
        enforcement of such amendment, modification, waiver, discharge or termination
        is
        sought.  This Guarantee shall inure to the benefit of Continental and
        its successors and assigns (collectively, the
“Beneficiaries”), and shall be binding upon Guarantor
        and its successors and assigns; provided, however, that Guarantor shall
        in no event have the right to assign or transfer Guarantor’s obligations and
        liabilities under this Guarantee in whole or part and any such attempted
        assignment or transfer without the prior written consent of Continental shall
        be
        null and void and of no force or effect.  This Guarantee is intended
        to be for the benefit of, and shall be enforceable by, only the Beneficiaries
        and not by any third parties (including creditors of the
        Beneficiaries).

       

      Section
        3.08  Entire
        Agreement.  This Guarantee, together with the CPA and the
        Ancillary Agreements, to the extent references are made thereto in this
        Guarantee, contain the undersigned’s sole and entire understanding and agreement
        with respect to its entire subject matter, and all prior negotiations,
        discussions, commitments, representations, agreements and understandings
        heretofore had between Continental and Guarantor with respect thereto are
        merged
        herein.

       

      Section
        3.09  Governing
        Law.  This instrument shall be governed by and construed in
        accordance with the laws of the State of Texas.

       

      Section
        3.10  Reliance.  Guarantor
        acknowledges that Continental will rely upon this Guarantee in entering into
        the
        CPA and the Ancillary Agreements.

       

      Section
        3.11  Notices.  Unless
        otherwise expressly permitted by the terms of this Guarantee, all notices,
        consents, approvals and other communications required or permitted hereunder
        shall be in writing and shall be deemed to have been properly given if delivered
        by hand personally to the addressee or sent overnight by a nationally recognized
        air courier, and

       

      If
        directed to Guarantor, addressed to:

       

      Pinnacle
        Airlines Corp.

      1689
        Nonconnah Blvd. Ste.
        111

      Memphis,
        Tennessee 38132

      Attention:  Chief
        Financial
        Officer

      Telecopy
        No.:  [***]

      


      If
        directed to Continental, addressed to:

       

      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSCD

      Houston,
        Texas 77002

      Attention:  Senior
        Vice President – Corporate Development

      Telecopy
        No.:  [***]

      


      with
        a copy to:

       

      Continental
        Airlines, Inc.

      1600
        Smith Street, HQSLG

      Houston,
        Texas 77002

      Attention:  General
        Counsel

      Telecopy
        No.:  [***]

      


      or
        to
        such other address as last designated by a party by notice in writing to
        the
        other party hereto.

      


      Section
        3.12  Waiver
        of Jury Trial.  Guarantor and Continental each hereby knowingly,
        voluntarily and intentionally waive the right to a trial by jury in respect
        of
        any litigation based hereon, arising out of, under or in connection with
        this
        Guarantee.  This waiver is a material inducement for Guarantor to
        deliver and Continental to accept this Guarantee.

       

      Section
        3.13  Drafting
        of Guarantee.  Guarantor represents and warrants that (i) it was
        represented by counsel of its choice, who has reviewed this Guarantee and
        advised it of the contents and meaning; (ii) it is signing this Guarantee
        voluntarily and with full understanding of its contents and meaning; (iii)
        it
        waives any claim or defense that this Guarantee should be construed more
        strictly against the other party as the drafter thereof.

       

      Section
        3.14  Severability.  If
        any provision of this Guarantee or its application to any Person or circumstance
        is held invalid or unenforceable to any extent, the remainder of this Guarantee
        and the application of that provision to other Persons or circumstances is
        not
        affected in that provision shall be enforced to the greatest extent permitted
        by
        law.

       

      Section
        3.15  Further
        Assurances.  In connection with this Guarantee and the
        transactions contemplated by it, Guarantor shall execute and deliver any
        additional documents and instruments and perform any additional acts that
        may be
        necessary or appropriate to effectuate and perform the provisions of this
        Guarantee and those transactions.

       

      Section
        3.16  Multiple
        Counterparts.  This Guarantee may be executed in any number of
        counterparts and with the same effect as if all signing parties had signed
        the
        same document.  All counterparts shall be construed together and
        constitute the same instrument.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXECUTED
        as of the Effective Date.

      


      GUARANTOR:

      PINNACLE
        AIRLINES CORP.

      


      By:
/s/
        Philip H.
        Trenary

      Name:  Philip
        H.
        Trenary

      Title: President
        & CEO

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      


      


      MASTER
        FACILITY

      AND

      GROUND
        HANDLING AGREEMENT

      


      among

      


      Continental
        Airlines, Inc.

      


      Pinnacle
        Airlines Corp.

      


      and

      


      Colgan
        air, Inc.

      


      


      Executed
        as of February 2, 2007


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    [Execution
              Version]      
    

        

      


      
 

      MASTER
        FACILITY AND GROUND HANDLING AGREEMENT

      


      


      This
        Master Facility and Ground Handling Agreement (this “Agreement”), dated
        as of February 2, 2007 is among Continental Airlines, Inc., a Delaware
        corporation (“Continental”), Pinnacle Airlines Corp., a Delaware
        corporation (“Parent”) and Colgan Air, Inc., a Virginia corporation and a
        wholly-owned subsidiary of Parent (“Carrier” and, collectively with
        Parent, “Contractor”).

      


      WHEREAS,
        Continental, Parent and Carrier are parties to that certain Capacity
        Purchase Agreement, dated as of February 2, 2007 (as amended from time to
        time,
        the “Capacity Purchase Agreement”);

       

      WHEREAS,
        Continental, Parent and Carrier desire to establish the terms by which both
        Continental and Contractor will use and share airport facilities in furtherance
        of the Capacity Purchase Agreement, to include, without limitation, the mutual
        or coordinated use of airport facilities at any airport in or out of which
        Continental operates any flight or Contractor operates any Scheduled Flight,
        and
        the terms by which each of them will provide certain ground handling services
        for the other at certain airports in furtherance of the Capacity Purchase
        Agreement;

       

      NOW,
        THEREFORE, for and in consideration of the mutual covenants and
        obligations hereinafter contained, Continental and Contractor agree as
        follows:

      


                 Section
        1.  Defined Terms.  Capitalized terms used in this
        Agreement (including, unless otherwise defined therein, in the Exhibits,
        Schedules and Annexes to this Agreement) and not otherwise defined herein
        shall
        have the respective meanings ascribed to such terms in the Capacity Purchase
        Agreement.  The following terms shall have the meanings set forth
        below:

      


                 “Airport
        Authority” shall mean any municipal, county, state or federal governmental
        authority, or any private authority, owning or operating any
        Applicable Airport with authority to lease, convey or otherwise grant
        rights to use any airport facilities.

      


                 “Applicable Airport”
        shall mean any Continental Airport or Contractor Airport.

      


                 “Continental Airport”
        shall mean each airport at which Continental provides or arranges for the
        provision of ground handling services pursuant to the Continental Ground
        Handling Agreement.

      


                 “Continental
        Ground Handling Agreement” shall mean that certain IATA Standard Ground
        Handling Agreement (April 1993 version) between Continental and Contractor,
        together with Annex A thereto (Ground Handling Services, April 1993 version),
        and Annex B thereto substantially in the form of Exhibit C hereto (or as
        otherwise agreed) providing for the provision by or on behalf of Continental
        to
        Contractor of ground handling services at the airports specified
        therein.

      


                 “Contractor Airport”
        shall mean any airport at which Contractor provides or arranges for the
        provision of ground handling services pursuant to the Contractor Ground Handling
        Agreement, and any other airport into or out of which Contractor operates
        any
        Scheduled Flight and which is not a Continental Airport.

      


                 “Contractor
        Ground Handling Agreement” shall mean that certain IATA Standard Ground
        Handling Agreement (April 1993 version) between Contractor and Continental,
        together with Annex A thereto (Ground Handling Services, April 1993 version),
        and Annex B thereto substantially in the form of Exhibit D hereto (or as
        otherwise agreed) providing for the provision by or on behalf of Contractor
        to
        Continental and, at Continental’s request from time to time, its codeshare
        partners, of ground handling services at the airports specified
        therein.

      


                 “Contractor
        Services” shall mean Regional Airline Services as contemplated by the
        Capacity Purchase Agreement and the ground handling services contemplated
        by the
        Contractor Ground Handling Agreement.

      


                 “Contractor
        Terminal Facility” shall mean any Terminal Facility to the extent owned,
        leased, subleased or otherwise retained or used by Contractor for the provision
        of Contractor Services.

       

          “Hub
        Airport” shall mean, as of any date of determination, (i) each of George
        Bush Intercontinental Airport in Houston, Texas, Hopkins International Airport
        in Cleveland, Ohio and Newark Liberty International Airport in Newark, New
        Jersey, and (ii) any other airport at which Continental and its Subsidiaries,
        together with all other operators operating under Continental's livery or
        a
        derivative thereof, operate an average of at least than [***] flights/day
        at
        such airport during the six months period prior to such date of
        determination.

       

          “Non-Terminal
        Facilities” shall mean all maintenance, training, office and other
        facilities and spaces at an Applicable Airport or adjacent thereto that are
        not Terminal Facilities.

      


                 “Terminal
        Facilities” shall mean all terminal facilities and spaces leased, subleased
        or otherwise retained or used by a party at an Applicable Airport, including
        without limitation all all passenger lounges, passenger holding areas, aircraft
        parking positions (which may or may not be adjacent to a passenger holding
        area)
        and associated ramp spaces, gates (including loading bridges and associated
        ground equipment parking areas), ticketing counters, curbside check-in
        facilities, baggage makeup areas, inbound baggage areas, crew rooms, in-terminal
        office spaces, associated employee parking areas and other terminal
        facilities.

      


                 “Transfer”
        shall mean any lease, sublease, assignment, disposition or other
        transfer.

      


                 Section
        2.                      Lease,
        Use and Modification of Airport Facilities.

      


                 (a)           Continental
        and Contractor agree that the use by Contractor of all Terminal Facilities
        at
        all Applicable Airports for the provision of Contractor Services shall be
        at the
        direction of Continental.  In furtherance of this Section 2(a),
        from time to time, and notwithstanding the execution of any lease, sublease
        or
        other agreement pursuant to this Section 2, at the request and direction
        of Continental and subject to Section 2(b), and subject to the provisions
        of Sections 6(c) and 6(f) relating to Transfers in connection with
        certain terminations, Contractor shall:
 

                 (i)           use
        its commercially reasonable efforts to enter into a lease, sublease or other
        appropriate agreement with any Airport Authority at any Applicable Airport
        for
        the lease, sublease or use of any Terminal Facilities used or to be used
        in
        connection with the provision of Contractor Services;

      


                 (ii)           use
        its commercially reasonable efforts to amend, modify or terminate any agreement
        with any Airport Authority at any Applicable Airport for the lease,
        sublease or use of any Contractor Terminal Facilities;

      


                 (iii)           use
        its commercially reasonable efforts to obtain the consent of any relevant
        Airport Authority at any Applicable Airport for the Transfer to Continental
        or
        its designee of any lease, sublease or other agreement in respect of any
        Contractor Terminal Facility, or for the right of Continental or its designee
        to
        use any Contractor Terminal Facility;

      


                 (iv)           enter
        into a sublease substantially in the form of Exhibit A hereto (or as
        otherwise agreed) for the sublease to Continental or its designee of
        Contractor’s interest in any Contractor Terminal Facility;

      


                 (v)           enter
        into an assignment substantially in the form of Exhibit B hereto (or as
        otherwise agreed) for the assignment to Continental or its designee of
        Contractor’s interest in any Contractor Terminal Facility;

      


                 (vi)           enter
        into a sublease substantially in the form of Exhibit A hereto (or as
        otherwise agreed) for the sublease to Contractor of Continental’s interest in
        any Terminal Facility used or to be used in connection with the provision
        of
        Contractor Services;

      


                 (vii)           enter
        into an assignment substantially in the form of Exhibit B hereto (or as
        otherwise agreed) for the assignment to Contractor of Continental’s interest in
        any Terminal Facility used or to be used in connection with the provision
        of
        Contractor Services; and

      


                 (viii)                      take
        any other action reasonably requested by Continental in furtherance of this
        Section 2(a).

      


                 (b)           The
        assignments and subleases to be entered into pursuant to Section 2(a)
        shall be subject to the rights of the Applicable Airports in such Terminal
        Facilities and to the receipt of all necessary consents from Airport Authorities
        and other third parties to such sublease or assignment.

      


                 (c)           Each
        of Contractor and Continental shall pay for all landing fees for its flights
        at
        all Applicable Airports, and to the extent that the other party is obligated
        to
        make such payments under any applicable lease or other agreement, the first
        party hereby indemnifies and agrees to hold harmless the other party for
        all
        such amounts.

      


                 (d)           Contractor
        shall perform in a timely manner all obligations under all leases, subleases
        and
        other agreements to which Contractor is or becomes a party for the use of
        Contractor Terminal Facilities, including without limitation making in a
        timely
        manner all payments of rent and other amounts due under such agreement, and
        shall use commercially reasonable efforts to keep such agreements in effect
        (or
        to promptly renew or extend such agreements on substantially similar terms
        as
        directed by Continental).

      


                 (e)           Contractor
        shall obtain the written consent of Continental prior to entering into any
        lease
        or other agreement for the use or modification of, or otherwise relating
        to, any
        Contractor Terminal Facilities (or other airport facilities which would become
        Contractor Terminal Facilities), or amending or modifying in any manner any
        such
        agreement, or consenting to any of the same.

      


                 (f)           Contractor
        shall give Continental at least 30 days’ prior written notice before ceasing to
        use any Contractor Terminal Facilities, provided that no such notice
        shall be required where such use is ceasing because Continental has informed
        Contractor that no Scheduled Flights will be scheduled in or out of such
        location.

      


                 Section
        3.                      Exclusivity.  Each
        Contractor Terminal Facility used for the provision of Regional Airline Services
        shall be used by Contractor exclusively for the provision of Contractor
        Services, and may not be used by Contractor in connection with any other
        flights, including any flights using aircraft other than Covered Aircraft,
        or
        for any other purpose; provided that the foregoing limitation shall not
        apply to:

      


                 (i)           baggage
        claim and other similar facilities that are leased or otherwise made available
        to all air carriers at such airport on a common-use or joint-use basis;
        or

      


                 (ii)           to
        any facilities that are properly required by an Airport Authority to be made
        available for use by others in accordance with any applicable agreement that
        is
        in place as of the date hereof or has been approved by Continental under
        Section 2(f).

      


                 Section
        4.                      Ground
        Handling.

      


                 (a)           Each
        of Continental and Contractor shall enter into the Continental Ground Handling
        Agreement.  Notwithstanding the identity of the lessee, sublessor or
        sublessee under any lease or other agreement relating to any Terminal
        Facilities, Continental shall use commercially reasonable efforts to provide
        Contractor with access to all Terminal Facilities at each Continental Airport,
        and at any Contractor Airport where Continental is the lessee or sublessee,
        in
        each case as reasonably necessary for the provision of Regional Airline
        Services.  In connection with Continental granting to Contractor
        access to any Terminal Facilities leased by Continental pursuant to this
        Section 4(a), Contractor covenants and agrees, for the benefit of
        Continental and its lessor, that Contractor shall not, by its use and occupancy
        of such facilities, violate any of the provisions of such lease or other
        agreements relating thereto which have been made available to Contractor,
        and
        that it shall not knowingly permit any breach of any of the obligations of
        Continental under such agreements, and Contractor further agrees to release
        and
        indemnify Continental in respect of such facilities to the same extent as
        provided in Section 11 of the Form of Sublease Agreement attached hereto
        as Exhibit A (which provisions are hereby incorporated by reference), as
        if a sublease in respect of such facilities had been entered into by Continental
        and Contractor.

      


                 (b)           Each
        of Continental and Contractor shall enter into the Contractor Ground Handling
        Agreement.  Notwithstanding the identity of the lessee, sublessor or
        sublessee under any lease or other agreement relating to any Terminal
        Facilities, Contractor shall use commercially reasonable efforts to provide
        Continental or its designee with access to all Terminal Facilities at each
        Contractor Airport, and at any Continental Airport where Contractor is the
        lessee or sublessee, in each case as reasonably necessary for Continental’s or
        such designee’s operations for which Contractor is providing ground handling
        services pursuant to the Contractor Ground Handling Agreement.  In
        connection with Contractor granting to Continental access to any Terminal
        Facilities leased by Contractor pursuant to this Section 4(b),
        Continental covenants and agrees, for the benefit of Contractor and its lessor,
        that Continental shall not, by its use and occupancy of such facilities,
        violate
        any of the provisions of such lease or other agreements relating thereto
        which
        have been made available to Contractor, and that it shall not knowingly permit
        any breach of any of the obligations of Contractor under such agreements,
        and
        Continental further agrees to release and indemnify Contractor in respect
        of
        such facilities to the same extent as provided in Section 11 of the Form
        of Sublease Agreement attached hereto as Exhibit A (which provisions are
        hereby incorporated by reference), as if a sublease in respect of such
        facilities had been entered into by Contractor and Continental.

      


                 Section
        5.                      Capital
        Costs and Modification Designs.

      


      
        	 	
                (a)

              	
                Contractor
                  Funded.  Contractor shall fund all capital expenditures
                  required to be made by Continental or Contractor under any lease
                  or other
                  appropriate agreement pertaining to Terminal Facilities to which
                  either of
                  them is a party:

              


      

      


                 (i)           in
        connection with any Terminal Facility used for the provision of Contractor
        Services at any Contractor Airport; provided, that Contractor
        shall not be required to fund any expenditures that are subject to the
        provisions of Section 5(b)(i);

      


                 (ii)           in
        connection with any non-passenger-related Terminal Facility (including crew
        rooms, break rooms and office space) used exclusively or dedicated exclusively
        to Contractor at any Continental Airport; and

      


                 (iii)           in
        respect of ground handling equipment of the type described in Paragraph 1.1.3
        of
        the Continental Ground Handling Agreement as being supplied by the Carrier
        (as
        defined therein);

      


      provided,
        however, that Contractor shall not make any capital expenditures pursuant
        to the foregoing clauses (i) and (ii) unless Continental has
        specifically approved such capital expenditure, which approval shall not
        be
        unreasonably withheld if such capital expenditures are required by an applicable
        Airport Authority or if required under the terms of an applicable lease or
        other
        applicable agreement in effect as of the date hereof or to which Continental
        shall have consented pursuant to Section 2(e); and provided,
        further, that Contractor shall not be required to make any capital
        expenditures in respect of ground handling equipment of the type described
        in
        Paragraph 1.1.3 of the Contractor Ground Handling Agreement as being supplied
        by
        the Carrier (as defined therein).

      


                 (b)           Continental
        Funded.  Continental shall fund all capital expenditures required
        to be made by Continental or Contractor under any lease or other appropriate
        agreement pertaining to Terminal Facilities to which either of them is a
        party:

      


                 (i)           in
        respect of any Terminal Facility used for the provision of Contractor Services
        as required in connection with a change to the Continental Marks or the other
        Identification, except for such capital expenditures made as a part of
        Contractor’s customary refurbishment expenditures;

      


                 (ii)           in
        respect of any Terminal Facility used for the provision of Contractor Services
        at any Continental Airport; provided, that Continental shall not be
        required to fund any expenditures that are subject to the provisions of
Section 5(a)(ii); and

      


                 (iii)           in
        respect of ground handling equipment of the type described in Paragraph 1.1.3
        of
        the Contractor Ground Handling Agreement as being supplied by the Carrier
        (as
        defined therein);

      


      provided,
        however, that Continental shall not be required to make any capital
        expenditures in respect of ground handling equipment of the type described
        in
        Paragraph 1.1.3 of the Continental Ground Handling Agreement as being supplied
        by the Carrier (as defined therein).

      
 

      (c)           Airport
        Conversion.  If during the Term a Contractor Airport becomes a
        Continental Airport, then Continental shall purchase from Contractor at their
        book value at such time (as reflected on Contractor’s books) all fixtures and
        other unremovable capitalized items located at the Contractor Terminal
        Facilities at such Airport that have been paid for by Contractor pursuant
        to
        clause (i) of Section 5(a) and approved by Continental
        pursuant to the proviso to Section 5(a); provided that any
        payment under this Section 5(c) shall not be in duplication of any
        payment made under Section 6.  If a Continental Airport
        becomes a Contractor Airport, then Contractor shall have no obligation to
        Continental in respect of expenditures that have been made prior to such
        conversion pursuant to Section 5(b).

      


      (d)           Reimbursements.  Any
        reimbursement (whether or not made in the form of a rental credit) by any
        Airport Authority of any capital expenditures made by Contractor or Continental
        and referenced in this Section 5 shall be remitted to the party
        (Contractor or Continental) that funded such capital expenditures, except
        that
        any such reimbursement in respect of fixtures or other capitalized items
        purchased by Continental pursuant to Section 5(c) shall be remitted to
        Continental, and provided that any such reimbursement to Contractor
        shall be applied, for all purposes relating to the Capacity Purchase Agreement,
        as a reduction of book value of the asset or assets in respect of which such
        capital expenditure was made.

      


                 (e)           Modification
        Designs.  The designs (including the design and construction
        specifications and scope of work) for any modification of Contractor Terminal
        Facilities, including without limitation all modifications funded by capital
        expenditures pursuant to Section 5, shall be generated by Continental and
        shall be consistent with the Continental Marks and other
        Identification.  The contractors hired to make such modifications
        shall be selected by Continental.  All such modifications, including
        without limitation all modifications funded by capital expenditures pursuant
        to
Section 5, shall be consistent with the requirements of the applicable
        leases or other relevant agreements in respect of such Terminal
        Facilities.

      


      Section
        6.                      Transfer
        of Terminal Facilities.

      


                 (a)           Except
        as otherwise provided in Section 2(a), Section 5(c) or this
Section 6, during the Term Contractor shall not Transfer all
        or any
        portion of its interest in any Contractor Terminal Facility.  Any
        purported Transfer of an interest in a Contractor Terminal Facility in violation
        of Section 2(a), Section 5(c) or this Section 6 shall be
        void and ineffectual ab initio.

      


                 (b)           Upon
        the termination or other non-temporary cessation of all Scheduled Flights
        into
        or out of any Applicable Airport at which there are any Contractor Terminal
        Facilities (including in connection with the termination of the Capacity
        Purchase Agreement), Continental shall provide written notice as soon as
        practicable (but in no event later than 20 Business Days after such termination
        or other non-temporary cessation) to Contractor of Continental’s intention to
        retain for itself or its designee any Contractor Terminal Facilities at such
        Applicable Airport.

      


                 (c)           If,
        pursuant to a notice delivered pursuant to Section 6(b), Continental or
        its designee is retaining any or all of the Contractor Terminal Facilities,
        then
        Continental shall purchase from Contractor, at their book value (as reflected
        on
        Contractor’s books) at the time such notice is delivered, all fixtures and other
        unremovable capitalized items paid for by Contractor (with Continental’s
        approval pursuant to Section 5) in connection with the use of such
        Contractor Terminal Facilities; provided that any payment under this
Section 6(c) shall not be in duplication of any payment made under
        Section 5(c).  In addition, Contractor shall use commercially
        reasonable efforts to assign the rights and obligations of the lease or other
        applicable agreements with regard to such Contractor Terminal Facilities
        to
        Continental or its designee, in which event Continental shall assume such
        rights
        and obligations applicable to such Contractor Terminal Facilities, including
        without limitation the obligation to make all rental or similar payments
        from
        and after the date of such assignment, but not including any amounts owed
        in
        respect of any breach by Contractor of such lease or applicable
        agreements.  Prior to the consummation of such assignment, Contactor
        shall continue to fulfill its obligations under such lease or other applicable
        agreements; provided that Continental shall promptly reimburse
        Contractor for all rental or similar payments applicable to such Contractor
        Terminal Facilities from the date of such notice until the lease or applicable
        agreements are assigned, but not including any amounts owed in respect of
        any
        breach by Contractor of such lease or applicable agreements.

      


                 (d)           If,
        pursuant to a notice delivered pursuant to Section 6(b), Continental is
        not retaining one or more of the Contractor Terminal Facilities (such Contractor
        Terminal Facilities not so retained, the “Continental Rejected
        Facilities”), then Contractor shall provide written notice as soon as
        practicable (but in no event later than 20 Business Days after receipt of
        a
        notice pursuant to Section 6(b)) to Continental of Contractor’s intention
        to retain or reject the Continental Rejected Facilities; provided that
        if such termination of Scheduled Flights is pursuant to a termination of
        the
        Capacity Purchase Agreement for Cause, then, without limiting any of
        Continental’s remedies under the Capacity Purchase Agreement, Contractor shall
        retain all of the Continental Rejected Facilities.

      


                 (e)           If,
        pursuant to a notice delivered pursuant to, or the proviso of, Section
        6(d), Contractor is retaining any of the Continental Rejected Facilities,
        then Continental’s obligations under this Agreement shall terminate with respect
        to those Continental Rejected Facilities as of the date of such
        notice.

      


                 (f)           If
        pursuant to a notice delivered pursuant to Section 6(d), Contractor is
        not retaining one or more of the Continental Rejected Facilities (such
        Continental Rejected Facilities not so retained, the “Contractor Rejected
        Facilities”), then Continental shall purchase from Contractor, at their book
        value (as reflected on Contractor’s books) at the time such notice is delivered,
        all fixtures and other unremovable capitalized items paid for by Contractor
        (with Continental’s approval pursuant to Section 5) in connection with
        the use of the Contractor Rejected Facilities.  In addition, at
        Continental’s direction, Contractor shall use commercially reasonable efforts to
        either (i) terminate the lease or other agreement applicable with respect
        to any
        such Contractor Rejected Facility, (ii) assign the rights and obligations
        of
        such leases or other applicable agreements to Continental or its designee,
        in
        which event Continental shall assume such rights and obligations applicable
        to
        such Contractor Rejected Facilities, including without limitation the obligation
        to make all rental or similar payments from and after the date of such
        assignment, including any termination payments, but not including any amounts
        owed in respect of any breach by Contractor of such lease or applicable
        agreements; provided that any payment under this Section 6(f)
        shall not be in duplication of any payment made under Section 5(c), or
        (iii) continue to fulfill its obligations under such lease or other applicable
        agreements; provided that Continental shall promptly reimburse
        Contractor for all rental or similar payments applicable to such Contractor
        Rejected Facilities from the date of Contractor’s notice until the leases or
        applicable agreements terminate or are otherwise assigned, but not including
        any
        amounts owed in respect of any breach by Contractor of such lease or applicable
        agreements.

      


                 (g)           Notwithstanding
        any other provision of this Section 6, if Contractor returns to or
        otherwise reuses any Contractor Rejected Facility or begins the use of any
        other
        Terminal Facilities at such airport reasonably similar to any Contractor
        Rejected Facility (other than at the written direction of Continental pursuant
        to Section 2 or otherwise pursuant to the Capacity Purchase Agreement)
        within six months of the termination or other non-temporary cessation of
        all
        Scheduled Flights to such airport, then Contractor shall reimburse Continental
        for all amounts paid to Contractor pursuant to this Section
        6.

      


      (h)           For
        purposes of this Agreement, the parties agree that the cessation of seasonal
        Scheduled Flights upon the end of the relevant season shall constitute a
        temporary cessation if such Scheduled Flights are expected to resume in the
        subsequent relevant season.

      


                 7.           Term.  This
        Agreement shall terminate at the end of the Term; provided that, any
        right or obligation hereunder that is specifically extended beyond the
        termination of this Agreement shall be so extended.

      


                 8.           Continental
        Inventory, Equipment and Non-Terminal Facilities.  After receipt
        of notice by Continental from time to time of inventory or equipment available
        for acquisition from Continental, Contractor agrees to use reasonable commercial
        efforts to satisfy all of its inventory or equipment acquisition requirements
        in
        connection with the provision of Contractor Services by acquiring items of
        such
        inventory and equipment from Continental. After receipt of notice by Continental
        from time to time of any Non-Terminal Facilities available for lease or sublease
        from Continental, Contractor agrees to use reasonable commercial efforts
        to
        satisfy all of its Non-Terminal Facility requirements in connection with
        the
        provision of Contractor Services by leasing or subleasing any such Non-Terminal
        Facilities from Continental.

      


                 9.           Cooperation.  Notwithstanding
        any other provision of this Agreement, each of the parties hereto shall use
        commercially reasonable efforts to comply in a timely manner with all reasonable
        requests of the other parties made from time to time that are in furtherance
        of
        this Agreement.

      


                 10.           Relationship
        of the Parties.  Nothing in this Agreement shall be interpreted or
        construed as establishing among the parties a partnership, joint venture
        or
        other similar arrangement.

      


                 11.           Binding
        Effect; Assignment.  This Agreement and all of the provisions
        hereof shall be binding upon the parties hereto and inure to the benefit
        of the
        parties hereto and their respective successors and permitted
        assigns.  Neither this Agreement nor any of the rights, interests or
        obligations hereunder shall be assigned by a party hereto without the prior
        written consent of the other parties.

      


                 12.           Counterparts.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.  The Agreement may be executed by facsimile
        signature.

      


                 13.           Governing
        Law.  This Agreement shall be governed by and construed in
        accordance with the laws of the State of Texas (excluding Texas choice-of-law
        principles that might call for the application of the law of another
        jurisdiction) as to all matters, including matters of validity, construction,
        effect, performance and remedies.

       

          14.           Arbitration.  Any
        Claims arising out of or related to this Agreement shall be resolved by binding
        arbitration pursuant to the provisions of Section 10.07 of the Capacity Purchase
        Agreement.

      


                 15.           Confidentiality.  Except
        as required by law or in any proceeding to enforce the provisions of this
        Agreement, Continental, Parent and Carrier hereby agree not to publicize
        or
        disclose to any third party the terms or conditions of this Agreement or
        any
        exhibit, schedule or appendix hereto without the prior written consent of
        the
        other parties hereto.  Except as required by law or in any proceeding
        to enforce the provisions of this Agreement, Continental, Parent and Carrier
        hereby agree not to disclose to any third party any confidential information
        or
        data, both oral and written, received from the other in connection with this
        Agreement and designated as such by the other, without the prior written
        consent
        of the party providing such confidential information or data.  If any
        party is served with a subpoena or other process requiring the production
        or
        disclosure of any of such agreements or information, then the party receiving
        such subpoena or other process, before complying with such subpoena or other
        process, shall immediately notify the other parties of same and permit said
        other parties a reasonable period of time to intervene and contest disclosure
        or
        production.  Upon termination of this Agreement, each party must
        return to each other any confidential information or data received from the
        other and designated as such by the party providing such confidential
        information or data which is still in the recipient’s possession or
        control.

      


                 16.           Equitable
        Remedies.  Each of Continental, Parent and Carrier acknowledges
        and agrees that under certain circumstances the breach by Continental, Parent
        or
        Carrier of a term or provision of this Agreement will materially and irreparably
        harm the other party, that money damages will accordingly not be an adequate
        remedy for such breach and that the non-defaulting party, in its sole discretion
        and in addition to its rights under this Agreement and any other remedies
        it may
        have at law or in equity, may apply to any court of law or equity of competent
        jurisdiction (without posting any bond or deposit) for specific performance
        and/or other injunctive relief in order to enforce or prevent any breach
        of the
        provisions of this Agreement.

       

                 17.           Subject
        to Capacity Purchase Agreement.  Notwithstanding anything to the
        contrary contained in this Agreement, the provisions of this Agreement shall
        be
        subject in all respects to any provisions of the Capacity Purchase
        Agreement that require any true-up or reconciliation payment be made by
        Continental, Parent or Carrier.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    [Execution
              Version]      
    

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed and delivered as of the date and year first written above.

      


      CONTINENTAL
        AIRLINES, INC.

      


      


      By:/s/
        Jeffery A. Smisek

      Name:  Jeffery
        A. Smisek

                                                                              Title:  President

      


      


      PINNACLE
        AIRLINES CORP.

      


      


      By:
        /s/ Philip H. Trenary

      Name: Philip
        H. Trenary

      Title: President
        & CEO

      


      


      COLGAN
        AIR, INC.

      


      


      By:
        /s/ Philip H. Trenary

      Name: Philip
        H. Trenary

                                                                                
Title: Vice
        President

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      to
        the
        Master Facility and Ground Handling Agreement

      


      FORM
        OF SUBLEASE AGREEMENT

      


      This
        Sublease Agreement (this “Agreement”), dated as of the __ day of
        __________, by and between __________, a __________ corporation
        (“Sublessor”), whose address is __________, and __________, a __________
        corporation (“Sublessee”), whose address is __________.

      


      WITNESSETH:

      


      WHEREAS,
        Sublessor and Sublessee are parties to that certain Master Facility and Ground
        Handling Agreement dated as of February 2, 2007 (the “Master Facility
        Agreement”);

      


      WHEREAS,
        Sublessor has entered into various agreements (such agreements, as the same
        may
        have been or may from time to time be amended, the “Prime Agreements”)
        with other parties (“Prime Lessors”) pursuant to which the Prime Lessors
        have conferred upon Sublessor the right to use certain premises;

      


      WHEREAS,
        Sublessor desires to allow Sublessee the right to use certain portions of
        the
        premises that Sublessor has the right to use pursuant to the Prime Agreements
        (such portions, together with such associated rights and privileges, such
        as
        reasonable and necessary ingress and egress thereto to the extent permitted
        by
        the applicable Prime Agreement, are described on  Schedule 1 attached
        hereto and are hereinafter referred to as the "Subleased Premises”);
        and,

      


      WHEREAS,
        Sublessee desires to hire and take said Subleased Premises as provided herein,
        in accordance with the terms and conditions hereinafter set forth.

      


      NOW,
        THEREFORE, for and in consideration of the mutual covenants and agreements
        herein contained, Sublessor and Sublessee agree as follows:

      


      1-
        Subleased Premises

      


      
        	
                a)

              	
                Sublessor
                  hereby lets unto Sublessee and Sublessee hereby hires and takes
                  from
                  Sublessor the Subleased Premises in accordance with the terms and
                  conditions hereof.

              


      

      


      
        	
                b)

              	
                Sublessee
                  agrees and accepts the associated rights and privileges granted
                  under the
                  Prime Agreements, subject, however, to the following limitations
                  and
                  reservations, and subject to other terms and conditions set forth
                  in this
                  Agreement:

              


      

      


      
        	
                 

              	
                (1)

              	
                The
                  Prime Agreements, insofar as they relate to the Subleased Premises,
                  and
                  such Prime Agreements are hereby incorporated by this reference
                  as if
                  fully set forth herein.

              


      

      


      
        	
                 

              	
                (2)

              	
                Sublessee
                  covenants and agrees, for the benefit of Sublessor and the Prime
                  Lessors,
                  that it shall not, by its use and occupancy of the Subleased Premises,
                  violate any of the provisions of the Prime Agreements relating
                  thereto,
                  and that it shall not knowingly permit any breach of any of the
                  obligations of Sublessor under such Prime Agreements.  Sublessee
                  covenants and agrees that this Agreement shall be in all respects
                  subject
                  and subordinate to the Prime Agreements relating
                  thereto.  Nothing contained in this Agreement shall be deemed to
                  confer upon Sublessee any rights that are not granted by or are
                  in
                  conflict with the applicable Prime
                  Agreement.

              


      

      


      
        	
                 

              	
                (3)

              	
                Sublessor
                  reserves the right to enter upon the Subleased Premises at any
                  time during
                  an emergency to take such action therein as may be required for
                  the
                  protection of persons or property and at other reasonable times
                  for the
                  purpose of inspection, maintenance, making repairs, replacements,
                  alterations or improvements (to the Subleased Premises or to other
                  areas),
                  showing to prospective subtenants or other users, and for other
                  purposes
                  permitted elsewhere in this
                  Agreement.

              


      

      


      2
        -
        CONDITION OF SUBLEASED PREMISES AND ALTERATIONS

      


                 Except
        to the extent that Sublessor has been granted representations or warranties
        under the Prime Agreements regarding the condition of the Subleased Premises
        the
        benefit of which may, pursuant to the applicable Prime Agreement and applicable
        law, inure to Sublessee (in which case such representations and warranties
        shall
        be deemed made by Sublessor in favor of Sublessee), Sublessee accepts the
        Subleased Premises AS-IS, WITH ALL FAULTS, LATENT OR KNOWN.  Subject
        to the foregoing, Sublessor MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS
        OF ANY KIND EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, PERTAINING
        TO THIS AGREEMENT OR THE PROPERTY DESCRIBED IN THIS
        AGREEMENT.  Subject to the foregoing, SUBLESSEE HEREBY WAIVES, AND
        SUBLESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS,
        EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITING
        THE
        GENERALITY OF THE FOREGOING, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
        PURPOSE OR REGARDING THE CONDITION OF THE PROPERTY.  Subject to the
        forgoing, IN NO EVENT SHALL SUBLESSOR’S  LIABILITY OF ANY KIND UNDER
        THIS AGREEMENT INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
        DAMAGES EVEN IF SUBLESSOR SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF
        POTENTIAL LOSS OR DAMAGE.

      


                 Any
        alterations will be the sole responsibility and expense of the Sublessee
        and
        will require the prior written approval of Sublessor and, if required under
        the
        applicable Prime Agreement, the respective Prime Lessor.

      


      3
        -
        TERM

      


                 The
        term of this Agreement shall commence as of the date of first occupancy of
        the
        Subleased Premises by Sublessee and (unless sooner terminated as hereinafter
        provided) shall continue in effect thereafter until terminated pursuant to
        the
        provisions of this Agreement or the Master Facility Agreement, but under
        no
        circumstances shall it continue beyond the term of the Prime Agreement (as
        the
        same may be extended) relating to such portion of the Subleased
        Premises.

      


      4
        -
        RENTAL

      


                 For
        the use of the Subleased Premises, Sublessee agrees to pay to Sublessor the
        amounts set forth for each separate Subleased Premises location on Schedule
        2
        attached hereto.

      


      5
        -
        UTILITIES AND SERVICES

      


                 Sublessor
        shall not be liable for any interruptions of utilities or services arising
        from
        repairs, alterations, or improvements on or about the Subleased Premises,
        except
        (and only) to the extent that the Prime Lessor of such portion of the Subleased
        Premises is liable to Sublessor for such event.  Sublessee shall pay
        Sublessor an equitably allocated pro rata share of any electrical, gas, water
        or
        other utility costs associated with the use by Sublessee of the Subleased
        Premises.

      


      6
        -
        GOVERNMENT REQUIREMENTS

      


                 Sublessee
        shall procure from all governmental authorities having jurisdiction over
        the
        operations of Sublessee at the Subleased Premises, all licenses, certificates,
        permits or other authorization which may be necessary for the conduct of
        its
        operations.  Sublessee shall also at all times promptly observe,
        comply with, and execute the provisions of any and all present and future
        governmental laws, rules, regulations, requirements, orders and directives
        which
        may apply to the operations of Sublessee on the Subleased Premises or its
        occupancy thereof.

      


      7
        -
        RULES, REGULATION & ADMINISTRATION

      


                 Sublessee
        covenants and agrees to observe and obey the applicable rules and regulations
        promulgated by the applicable Prime Lessor and all reasonable rules and
        regulations promulgated by Sublessor for the conduct of
        tenants and subtenants at the Subleased Premises; and to observe and obey
        all
        present rules and regulations issued by Sublessor and/or the respective Prime
        Lessor for safety, health, preservation of the Subleased Premises, security
        and
        all reasonable rules and regulations promulgated in writing in the future
        by
        Sublessor and/or the respective Prime Lessor.

      


      8
        -
        OTHER OBLIGATIONS OF SUBLESSEE

      


                 Sublessee,
        in its use of all of the Subleased Premises and related facilities, and in
        the
        conduct of its operations, shall:

      


      
        	
                a)  

              	
                Conduct
                  its operations in an orderly and proper manner. Sublessee shall
                  not create
                  or generate or permit the creation or generation
                  of vibrations that could reasonably be regarded
                  as
                  posing a material risk of damage to the Subleased Premises; unreasonably
                  loud noises; the emission of steam, gases or unpleasant or noxious
                  odors;
                  nor in any other manner annoy, disturb or be offensive to other
                  tenants or
                  users of the premises or common
                  areas.

              


      

      


      
        	
                b)  

              	
                Comply
                  with all applicable federal, state and local laws, ordinances,
                  regulations
                  and orders.  Without limiting the generality of the foregoing,
                  to the extent that the activities of Sublessee shall be subject
                  to the
                  same, Sublessee shall comply with the
                  following:

              


      

      


      
        	
                 

              	
                1.

              	
                Compliance
                  with Regulations.  Sublessee shall comply with the
                  regulations relative to nondiscrimination in federally assisted
                  programs
                  of the United States Department of Transportation (hereinafter
                  “DOT”) Title 49, Code of Federal Regulations, Part 21, as they
                  may
                  be amended from time to time (“Regulations”), which are herein
                  incorporated by reference and made a part of this
                  Agreement.

              


      

      


      
        	
                 

              	
                2.

              	
                Nondiscrimination
                  Generally.  Sublessee shall not discriminate on the grounds
                  of race, color, sex, creed or national origin in the selection
                  and
                  retention of subcontractors, including procurements of materials
                  and
                  leases of equipment.

              


      

      


      
        	
                 

              	
                3.

              	
                Solicitations
                  for Subcontractors, Including Procurements of Materials and
                  Equipment.  If required by the Regulations, in all
                  solicitations either by competitive bidding or negotiation made
                  by
                  Sublessee for work to be performed under a subcontract, including
                  procurements of materials or leases of equipment, each potential
                  subcontractor or supplier shall be notified by Sublessee of Sublessee’s
                  obligations under the Regulations relative to nondiscrimination
                  on the
                  grounds of race, color, or national
                  origin.

              


      

      


      
        	
                 

              	
                4.

              	
                Information
                  and Reports.  Sublessee shall provide all information and
                  reports required by the Regulations or directives issued pursuant
                  thereto
                  and shall permit access to its books, records, accounts other sources
                  of
                  information, and its facilities as may be determined by the airport
                  sponsor or the Federal Aviation Administration (the “FAA”) to be
                  pertinent to ascertain compliance with such Regulations, orders,
                  and
                  instructions.  Where any information required of Sublessee is in
                  the exclusive possession of another who fails or refuses to furnish
                  this
                  information, Sublessee shall so certify to the airport sponsor
                  or the FAA,
                  as appropriate, and shall set forth what efforts it has made to
                  obtain the
                  information.

              


      

      


      
        	
                 

              	
                5.

              	
                Nondiscrimination
                  Covenant.  Sublessee hereby covenants and agrees, as a
                  covenant running with the land, that in the event facilities are
                  constructed, maintained, or otherwise operated by Sublessee on
                  the
                  Subleased Premises for a purpose for which a DOT program or activity
                  is
                  extended or for another purpose involving the provision of similar
                  services or benefits, Sublessee shall maintain and operate such
                  facilities
                  and services in compliance with all other requirements imposed
                  pursuant to
                  49 CFR Part 21, Nondiscrimination in Federally Assisted Programs
                  of the
                  Department of Transportation, and as said Regulations may be
                  amended.  Sublessee hereby covenants and agrees, as a covenant
                  running with the land:  (1) that no person on the grounds of
                  race, color, sex, creed or national origin shall be excluded from
                  participation in, denied the benefits of, or be otherwise subjected
                  to
                  discrimination in the use of the Subleased Premises, (2) that in
                  the
                  construction of any improvements on, over, or under such Subleased
                  Premises and the furnishing of services thereon, no person on the
                  grounds
                  of race, color, sex, creed or national origin shall be excluded
                  from
                  participation in, denied the benefits of, or otherwise be subjected
                  to
                  discrimination, (3) that Sublessee shall use the Subleased Premises
                  in
                  compliance with all other requirements imposed by or pursuant to
                  49 CFR
                  Part 21, Nondiscrimination in Federally Assisted Programs of the
                  Department of Transportation, and as said Regulations may be
                  amended.  Sublessee assures that it will comply with pertinent
                  statutes, Executive Orders and such rules as are promulgated to
                  assure
                  that no person shall, on the grounds of race, creed, color, national
                  origin, sex, age, or handicap be excluded from participating in
                  any
                  activity conducted with or benefiting from Federal
                  assistance.

              


      

      


      
        	
                c)

              	
                Control
                  the demeanor and appearance of its officers, and employees so as
                  to
                  maintain professional standards and upon objection from Sublessor
                  or the
                  respective Prime Lessor concerning the conduct, demeanor, or appearance
                  of
                  any person, Sublessee shall immediately take all steps necessary
                  to remove
                  the cause of the objection.

              


      

      


      
        	
                d)

              	
                Not
                  allow garbage, debris, or other waste materials (whether solid,
                  liquid or
                  gaseous) to collect or accumulate on the Subleased Premises or
                  in access
                  and service areas of the Subleased Premises used by Sublessee,
                  and
                  Sublessee shall cause to be removed from the Subleased Premises
                  any debris
                  and other waste material generated by Sublessee.  Sublessee
                  shall use all due care when effecting removal of all such waste
                  and shall
                  effect such removal pursuant to the applicable regulations existing
                  at
                  Subleased Premises for the removal of waste as promulgated by the
                  respective Prime Lessor, Sublessor or others having
                  jurisdiction.  Sublessee shall keep all lobbies, vestibules and
                  steps within the Subleased Premises free from dirt and
                  rubbish.

              


      

      


      
        	
                e)

              	
                Sublessee
                  is responsible to maintain at all times the Subleased Premises
                  and all
                  equipment, fixtures, and materials used by Sublessee thereon, or
                  in other
                  areas, in a clean and sanitary
                  manner.

              


      

      


      It
        is
        intended that the standards and obligations imposed by this section shall
        be
        maintained or complied with by Sublessee in addition to its compliance with
        any
        applicable governmental laws, ordinances and regulations currently in effect
        or
        which may be enacted.

      


      9
        -
        MAINTENANCE AND REPAIR

      


      
        	
                a)

              	
                Sublessee
                  shall take good care of the Subleased Premises while they are under
                  Sublessee’s control and shall make or cause to be made at its own expense
                  all installations, repairs, replacements, redecorating and other
                  maintenance necessary to keep the Subleased Premises, and equipment,
                  fixtures, furnishings and signs therein clean and in good condition
                  and
                  repair; all of which shall be in accordance with the standards
                  of the
                  facility and of a quality and class not inferior to the original
                  material
                  or workmanship.  All maintenance and repair work undertaken by
                  Sublessee shall be done in a good and workmanlike manner, leaving
                  the
                  Subleased Premises free of liens for labor and
                  materials.

              


      

      


      
        	
                b)

              	
                Sublessee
                  shall maintain the Subleased Premises and conduct its operations
                  in such
                  manner that at no time during the letting hereunder will it do
                  or
                  knowingly permit to be done any act or thing upon the Subleased
                  Premises
                  which will invalidate or conflict with any fire and casualty insurance
                  policies covering the Subleased Premises, or any part thereof,
                  or the
                  Subleased Premises, or any part thereof, or which may create a
                  hazardous
                  condition so as to increase the risk normally attendant upon the
                  operations contemplated hereunder, and Sublessee shall promptly
                  observe
                  and comply with any and all present and future rules and regulations,
                  requirements, orders and directions of Fire Underwriters Association
                  or of
                  any other board or organization which may exercise similar
                  functions.  Any increase in fire or casualty insurance premiums
                  attributable to Sublessee’s acts or omissions under this Agreement shall
                  be promptly reimbursed by Sublessee, upon receipt of Sublessor’s invoice
                  therefor.

              


      

      


      10
        -
        RELATIONSHIP

      


                 It
        is expressly understood and agreed that Sublessee is and shall be an independent
        contractor and operator, responsible for its acts or omissions in connection
        with its use and occupancy of the Subleased Premises and any related areas
        used
        by Sublessee.

      


      11
        -
        RELEASE AND INDEMNITY

      


      Release

      


                 Sublessee
        agrees that Sublessor shall not be liable for any loss or damage to any property
        of any persons (including property of Sublessee, its officers, directors,
        employees, agents, customers, concessionaires, vendors, contractors or
        invitees), occasioned by theft, fire, acts of God, or any governmental body
        or
        authority, injunction, riot, war, other tenants of the Subleased Premises
        or the
        premises of which the Subleased Premises are a part, or any damage or
        inconvenience which may arise through repair, or alteration of the Subleased
        Premises, or failure to make repairs in a timely manner, or the unavailability
        of utilities, or for any other cause, except to the extent caused by the
        gross negligence or willful misconduct of Sublessor or the respective Prime
        Lessor, it being agreed that this release shall apply to claims resulting
        from
        the negligence of Sublessor or such Prime Lessor.  Sublessor
        agrees that any waivers of claims for property damage contained in the
        respective Prime Agreement made by the Prime Lessor thereunder shall inure
        to
        the benefit of Sublessee to the extent permitted by the applicable Prime
        Agreement and applicable law.

      


      Indemnity

      


                 Anything
        in this Agreement to the contrary notwithstanding, and without limiting
        Sublessee’s obligation to provide insurance pursuant to Article 12 hereunder,
        Sublessee covenants and agrees that it shall indemnify, defend and save harmless
        Sublessor, its affiliates (other than Sublessee), any affected Prime Lessor,
        and
        their respective directors, officers, employees, agents, successors and assigns
        (“Indemnitees”), from and against all liabilities, losses, damages,
        penalties, claims, costs, charges and expenses, causes of action and judgments
        of any nature whatsoever, including without limitation reasonable attorney's
        fees, costs and related expenses that may be imposed upon or incurred by
        the
        Indemnitees by reason or arising out of any of the following, except if caused
        by the negligence or willful misconduct of any such Indemnitee (it being
        acknowledged, however, that if the indemnification obligations of Sublessor
        under the respective Prime Agreement requires Sublessor to indemnify such
        Prime
        Lessor (or other parties therein identified) Sublessee shall be required
        to
        indemnify such Prime Lessor and other identified parties to the same
        extent; and that such indemnification duties may apply even where an
        Indemnitee under the applicable Prime Agreement is negligent or otherwise
        at
        fault):

      


      
        	
                a)

              	
                Any
                  occupancy, management or use of the Subleased Premises, or areas
                  surrounding the Subleased Premises or the service areas, parking
                  areas, or
                  pedestrian areas in or around the Subleased Premises, by Sublessee
                  or any
                  of its directors, officers, agents, contractors, servants, employees,
                  licensees, invitees, successors and
                  assigns;

              


      

      


      
        	
                d)

              	
                Any
                  negligence on the part of Sublessee or any of its directors, officers,
                  agents, contractors, servants, employees, licensees, invitees,
                  successors
                  and assigns;

              


      

      


      
        	
                c)

              	
                Any
                  accident, injury to or death of any person, or damage to or destruction
                  of
                  any property of Sublessee or its officers, directors, employees,
                  agents,
                  customers, concessionaires, vendors, contractors or invitees occurring
                  in
                  or on the Subleased Premises; or

              


      

      


      
        	
                d)

              	
                Any
                  failure on the part Sublessee to comply with any of the covenants,
                  agreements, terms or conditions contained in this
                  Agreement.

              


      

      


      12
        -
        INSURANCE

      


                 Without
        limiting Sublessee’s obligation to indemnify Sublessor as provided for in this
        Agreement, Sublessee shall procure and maintain, at its own cost and expense,
        at
        all times during the term of this Agreement, insurance of the following types
        in
        amounts not less than those indicated with insurers satisfactory to
        Sublessor:

      


                 Comprehensive
        public liability insurance with limits of not less than [***] per occurrence
        for
        death or bodily injury; workers compensation insurance with statutory limits;
        and employer's liability insurance of not less than [***] in
        limits.

      


                 Such
        insurance shall contain the following endorsements:

      


      
        	
                (1)

              	
                Name
                  Sublessor and the respective Prime Lessor, its parents and subsidiaries,
                  their respective directors, officers, employees, agents, successors
                  and
                  assigns, as Additional Insureds as it pertains to this Agreement
                  and the
                  respective Subleased Premises.  Upon written notice from
                  Sublessor, Sublessee shall promptly cause any other party required
                  to be
                  named by as an Additional Insured under the Prime Agreement to
                  be so
                  named.

              


      

      


      
        	
                (2)

              	
                Include
                  a Severability of Interest (Cross Liability) provision whereby
                  such
                  insurance applies separately to each insured to the extent of Sublessee’s
                  indemnity obligations hereunder.

              


      

      


      
        	
                (3)

              	
                Include
                  a breach of warranty clause in favor of the Additional Insureds,
                  whereby
                  such insurance shall not be invalidated by any breach of warranty
                  by
                  Sublessee.

              


      

      


      
        	
                (4)

              	
                Include
                  a blanket contractual liability clause to cover the liability and
                  indemnity assumed by the Sublessee under this
                  Agreement.

              


      

      


      
        	
                (5)

              	
                Provide
                  that such insurance is primary without right of contribution from
                  Sublessor’s insurance.

              


      

      


      
        	
                (6)

              	
                Provide
                  that Sublessor is not obligated for payment of
                  any premiums, deductibles, retention or other
                  self-insurances thereunder.

              


      

      


      
        	
                (7)

              	
                Provide
                  for 30 days advance notice to Sublessor and the respective Prime
                  Lessor,
                  by registered or certified mail, of any cancellation, reduction,
                  lapse or
                  other material change.

              


      

      


      
        	
                (8)

              	
                Include
                  a Waiver of Subrogation clause in favor of the Additional
                  Insureds.

              


      

      


      The
        indemnities and insurance provisions contained or referred to herein shall
        survive the expiration or other termination of this Agreement.

      


      13
        -
        ASSIGNMENT

      


                 This
        Agreement and the rights and obligations created hereunder may not be assigned
        or delegated by Sublessee without the prior written consent of Sublessor
        and, if
        required of Sublessor under the applicable Prime Agreement, the applicable
        Prime
        Lessor; but subject to the foregoing, this Agreement and the rights and
        obligations of the parties hereby created, shall be binding upon and inure
        to
        the benefit of the parties hereto, their respective successors, assigns and
        legal representatives.  Sublessor reserves the right to assign or
        transfer its interest hereunder without notice.

      


      14
        -
        WAIVER

      


                 The
        observance of any term of this Agreement may be waived (either generally
        or in a
        particular instance and either retroactively or prospectively) by the party
        entitled to enforce such term, but such waiver shall be effective only if
        it is
        in writing signed by the party against which such waiver is to be
        asserted.  Unless otherwise expressly provided in this Agreement, no
        delay or omission on the part of any party in exercising any right or privilege
        under this Agreement shall operate as a waiver thereof, nor shall any waiver
        on
        the part of any party of any right or privilege under this Agreement operate
        as
        a waiver of any other right or privilege under this Agreement nor shall any
        single or partial exercise of any right or privilege preclude any other or
        further exercise thereof or the exercise of any other right or privilege
        under
        this Agreement.  No failure by either party to take any action or
        assert any right or privilege hereunder shall be deemed to be a waiver of
        such
        right or privilege in the event of the continuation or repetition of the
        circumstances giving rise to such right unless expressly waived in writing
        by
        the party against whom the existence of such waiver is asserted.

      


      15
        -
        FORCE MAJEURE

      


                 Neither
        party shall be deemed in violation of this Agreement if it is prevented from
        performing any of its non-monetary obligations hereunder by any labor or
        industrial dispute; civil disturbance; vandalism or act of a public enemy;
        shortage of labor, energy or material; court order, regulation, action or
        non-action of any governmental authority; weather condition; natural disaster;
        act of God; or other circumstances not reasonably within its control, and
        which,
        with the exercise of due diligence, it is unable to overcome; provided that,
        the
        provisions of this Article 15 shall not apply where the time period for
        Sublessor to perform its obligations under the Prime Agreement would not
        be
        extended upon the occurrence of any of the foregoing.  Each party
        shall give the other immediate notice of such interruption, shall make all
        reasonable efforts to eliminate it as soon as possible, and at its conclusion,
        shall resume performance in accordance with its obligations hereunder; provided
        that, neither party shall be required to settle or compromise any strike
        or
        other labor dispute to so eliminate such interruption.

      


      16
        -
        NOTICE

      


                 All
        notices made pursuant to this Agreement shall be in writing and shall be
        deemed
        given upon (a) a transmitter’s confirmation of a receipt of a facsimile
        transmission (but only if followed by confirmed delivery of a standard overnight
        courier the following Business Day or if delivered by hand the following
        Business Day), or (b) confirmed delivery of a standard overnight courier
        or
        delivered by hand, to the parties at the following addresses:

      


      if
        to
        Sublessor:

      


                 [insert]

      


      if
        to
        Sublessee:

      


                 [insert]

      


      or
        to
        such other address as either party hereto may have furnished to the other
        party
        by a notice in writing in accordance with this Article 16.

      


      17
        -
        TERMINATION

      


                 Without
        limiting any rights of Sublessor, either at law or in equity, to exercise
        any
        remedies available to Sublessor as may be afforded by operation of law, this
        Agreement may be terminated as follows:

      


      
        	
                a)

              	
                Immediately
                  upon termination or expiration of the respective Prime Agreement
                  (notwithstanding that such agreement may remain in effect as to
                  space
                  other than the Subleased Premises), or upon expiration or termination
                  of
                  Sublessor’s right to grant Sublessee the right to occupy and use the
                  applicable portion of the Subleased
                  Premises.

              


      

      


      
        	
                b)

              	
                Immediately
                  without notice to Sublessee if Sublessee files a voluntary petition
                  in
                  bankruptcy or if proceedings in bankruptcy shall be instituted
                  against it
                  and not dismissed within 30 days, or that a court shall take jurisdiction
                  of Sublessee or its assets pursuant to proceedings brought under
                  the
                  provisions of any Federal Reorganization Act, or that a receiver
                  of
                  Sublessee’s assets shall be appointed and such taking or appointment shall
                  not be stayed or vacated within a period of 30
                  days.

              


      

      


      
        	
                c)

              	
                Immediately
                  upon written notice to Sublessee, if Sublessee fails to pay any
                  installment of rent or additional rent within 10 days after receipt
                  of
                  written notice that the same was not paid when
                  due.

              


      

      


      
        	
                d)

              	
                Immediately
                  upon written notice to Sublessee, if Sublessee fails to perform,
                  keep, and
                  observe any of the terms, covenants or conditions herein contained
                  on the
                  part of Sublessee to be performed, kept, or observed and such failure
                  continues for 30 days after the date of written notice thereof
                  is sent to
                  Sublessee; provided that, if Sublessor would have a lesser period
                  of time
                  to cure such default under the applicable Prime Agreement, then
                  Sublessee
                  shall only be permitted the time period that Sublessor would be
                  permitted
                  to cure such default, less 48 hours; it being further agreed that
                  Sublessor may, but shall not be obligated to, take any action it
                  reasonably deems necessary or advisable at Sublessee’ expense to cure such
                  default if such default causes interference with Sublessor’s operations or
                  if it is determined by Sublessor, acting reasonably, that such
                  default is
                  likely to result in Sublessor’s loss of the use of the Subleased Premises
                  pursuant to the Prime Agreement.

              


      

      


      
        	
                e)

              	
                Immediately
                  by either party upon the acquisition or condemnation of the Subleased
                  Premises by eminent domain, in which event Sublessee shall have
                  no claim
                  for the unexpired term nor a claim for any part of the award made
                  for the
                  Subleased Premises.

              


      

      


                 In
        the event that this Agreement is terminated in accordance with the foregoing
        provisions prior to the expiration of the term after a default by Sublessee
        hereunder, Sublessor may (but shall not be obligated to) relet the Subleased
        Premises for a term and upon any conditions it may deem proper.  In no
        event will Sublessee be entitled to receive any payment from Sublessor if
        the
        profits from such reletting exceed the rental reserved to be paid hereunder
        by
        Sublessee.  Any termination by Sublessor under this section shall not
        affect or impair the right of Sublessor to recover actual damages occasioned
        by
        any default by Sublessee that may be recoverable under applicable
        law.

      


      18
        -
        SURRENDER OF SUBLEASED PREMISES

      


                 Upon
        expiration or other termination of this Agreement, Sublessee shall remove
        all
        its signs, trade fixtures and any other personal property, repair all damage
        caused by removal, and surrender the Subleased Premises in good order and
        condition, reasonable wear and tear excepted.  If Sublessee fails to
        surrender possession as aforestated, Sublessor may re-enter and repossess
        the
        Subleased Premises without further notice (any personal property therein
        being
        deemed abandoned by Sublessee) and Sublessee hereby waives service of any
        notice
        of intention to re-enter and/or right to redeem that may be granted by
        applicable laws.

      


                 Sublessor
        agrees that on payment of the rents and any other payments due, and performance
        of the covenants and agreements on the part of Sublessee to be performed
        hereunder, Sublessee shall peaceably have and enjoy the Subleased Premises
        for
        the uses granted to Sublessee hereunder, subject to Sublessor’s continued rights
        under the applicable Prime Agreement and any limitations otherwise stated
        herein.

      


      20
        -
        CONDITIONS

      


                 It
        is agreed that if required under the terms of the applicable Prime Agreement,
        the use of the Subleased Premises by Sublessee is subject to the consent
        and
        approval of the applicable Prime Lessor.  If written consent by any
        Prime Lessor is denied after reasonable efforts by the parties hereto to
        obtain
        such consent, then either party may, at its option (but without limiting
        any of
        Sublessor’s rights in respect of any breach of the terms hereof prior to such
        rescission) rescind its signature hereon and thereafter this Agreement shall
        become null and void (but only as to the portion of the Subleased Premises
        covered by such Prime Agreement), and the parties shall become discharged
        from
        all further unaccrued liabilities hereunder.  If the consent of any
        Prime Lessor is required, then for purposes of submittal of this Agreement
        for
        the consent of such Prime Lessor, it is agreed that Schedule 1 may be redacted
        so as to describe only the portion of the Subleased Premises as are leased
        by
        Sublessor from such Prime Lessor and so as to set forth only the respective
        Prime Agreements that pertain to the Subleased Premises.

      


      21
        -
        TAXES

      


                 If
        Sublessor shall be assessed for taxes on any of the Sublessee’s leasehold
        improvements, equipment, furniture, fixtures, personal property or business
        operations, Sublessee shall pay to Sublessor the amount of such taxes within
        10
        days after delivery of a written statement thereof.

      


      


      [signature
        page follows]

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        as
        of the day and year first above written.

      


      


      


      SUBLESSOR                                                                           SUBLESSEE

      


      


      


      BY:
        __________________________                              BY:
        ___________________________

      


      


      _______________                                                                           _____________________

      _______________                                                                           _____________________

      _______________                                                                           _____________________

      


      


      DATE:
        _______________________                             DATE:
        _________________________

      


      


      


      Schedules
        to be added:

      


      Schedule
        1 – Description of Subleased Premises

      Schedule
        2 – Rental Amounts for Subleased Premises


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      to
        the
        Master Facility and Ground Handling Agreement

      


      FORM
        OF ASSIGNMENT

      


      This
        Agreement (this “Agreement”) is made and entered into, and is to be
        effective on, this the ____ day of ____________ (the “Effective Date”),
        by ____________, a ____________ corporation (“Assignor”) and
        ____________, a ____________ corporation (“Assignee”), [and the
        ____________ (“Airport Lessor”)].

      


      W
        I T N E
        S S E T H:

      


      WHEREAS,
        Assignor leases space], designated on Exhibit(s) _____ attached hereto and
        made
        a part hereof (together the “Premises”), at ____________ at the
        ____________ Airport, ____________ (the “Airport”) under a certain
        [Airport Use and Lease Agreement dated ____________, (as amended, hereinafter
        referred to as the “Lease”)] between Assignor and the Airport
        Lessor;

      


      WHEREAS,
        a copy of the Lease has been provided to Assignee and is incorporated herein
        by
        reference;

      


      WHEREAS,
        Assignee operates at the Airport and from portions of the Premises;

      


      WHEREAS,
        Assignor desires to assign to Assignee [all] [a portion] of Assignor’s remaining
        right, title and interest in the Lease [insofar (and only insofar) as the
        Lease
        pertains to certain leased premises and improvements described on the attached
        Annex 1], such space herein called the “Assigned Space” and the
        improvements located within the Assigned Space are herein called the
“Assigned Space Improvements”.  The Assigned Space and Assigned
        Space Improvements are herein called the “Assigned
        Premises”;

      


      WHEREAS,
        Assignee desires to accept such assignment from Assignor;

      


      [WHEREAS,
        such assignment requires the prior written consent of the Airport
        Lessor];

      


      [WHEREAS,
        pursuant to the Lease, such assignment does not require the consent of the
        Airport Lessor (but written notice of such assignment is required to be given
        to
        the Airport Lessor)].

      


      NOW,
        THEREFORE, in consideration of the assignment herein made and of the mutual
        agreements and covenants hereinafter set forth, the parties hereto agree
        as
        follows:

      


      1.           DEMISE
        AND USE

      


      Effective
        on the Effective Date, Assignor hereby assigns to Assignee all of the interest
        of the lessee under the Lease [insofar (and only insofar) as the Lease pertains
        to the Assigned Premises].

      


      2.           ACCEPTANCE
        OF ASSIGNMENT

      


       Assignee
        accepts the foregoing assignment of the Lease [insofar (and only insofar)
        as the
        Lease pertains to the Assigned Premises] and covenants with Assignor, from
        and
        after the Effective Date, to pay all rent and other charges provided for
        in the
        Lease, as amended and to perform and observe all of the other covenants,
        conditions and provisions in the Lease, as amended, to be performed or observed
        by or on the part of Assignor as tenant under the Lease [in respect of the
        Assigned Premises].

      


      3.           WARRANTIES

      


      Assignor
        hereby warrants and covenants that (i) except for the rights and interests
        of
        the Airport Lessor under the Lease, Assignor is now the sole owner of all
        rights
        and interests in and to the Assigned Premises, (ii) the Lease[, as it relates
        to
        the Assigned Premises,] is in full force and effect, (iii) Assignor has complied
        with all terms and provisions of the Lease [as it relates to the Assigned
        Premises] and same is not currently in default and Assignor knows of no
        condition which with the passage of time or giving of notice  might
        constitute a default under the Lease by any party, and (iv) the Assigned
        Premises and the Lease [, insofar as it relates to the Assigned Premises,]
        are
        free from all liens and encumbrances.  A copy of the Lease (and all
        amendments thereto) are attached as Annex 2.

      


      Subject
        to the foregoing, Assignee accepts the Assigned Premises and equipment thereon
        “AS IS” and acknowledges that there is, with respect to the Assigned Premises
        and equipment thereon, NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND,
        EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR OF FITNESS
        FOR
        A PARTICULAR PURPOSE, and that none shall be implied by law. Except as stated
        in
        this Agreement, Assignee acknowledges that Assignor has made no representations
        with respect to the Assigned Premises or equipment. Final determination of
        the
        suitability of the Assigned Premises or equipment for the use contemplated
        by
        Assignee is the sole responsibility of Assignee, and Assignor shall have
        no
        responsibility in connection with such suitability.

      


      4.           ASSIGNEE
        TO COMPLY WITH LEASE TERMS

      


      Assignee
        agrees to perform and observe all of the covenants, conditions and terms
        of the
        Lease relating to the period of time from and after the Effective Date
        [(insofar, but only insofar, as the same related to the Assigned Premises)],
        and
        to protect, defend, indemnify and hold harmless Assignor from and against
        all
        claims, damages, and expenses of any kind asserted by any person or entity,
        including the Lessor, arising out of the nonperformance, nonobservance or
        improper performance or observance of the covenants, conditions or terms
        of  the Lease [(insofar, but only insofar, as the same relates to the
        Assigned Premises)].  Assignor shall comply with all remaining terms
        of the Lease, to the extent any non-compliance could adversely affect Assignee
        rights in or to the Assigned Premises. Assignor agrees to protect, defend,
        indemnify and hold harmless Assignee from and against all claims, damages,
        and
        expenses of any kind asserted by any person or entity, including the Airport
        Lessor, arising out of the nonperformance, nonobservance or improper performance
        or observance prior to the Effective Date of the covenants, conditions or
        terms
        of the Lease [(insofar, but only insofar as the same relates to or effects
        the
        Assigned Premises)].  Nothing herein shall be construed as to obligate
        Assignee to be responsible in any way for any hazardous material located
        in, or
        the environmental condition of, the Assigned Premises as of the Effective
        Date
        to the extent not caused by or arising from Assignee’s operations.

      


      5.           APPROVALS

      


      [This
        Agreement shall not become effective unless and until the consent of the
        Airport
        Lessor is given by execution of consents for the assignments herein made,
        which
        consents shall be requested on the standard form for such consents by the
        lessor
        as attached hereto as Annex 3.  Assignor and Assignee hereby mutually
        agree to expeditiously take any and all actions, and to cooperate fully with
        each other, with respect to obtaining any approvals, authorizations, licenses
        or
        similar items that may be necessary or desirable in order to carry out the
        agreements set forth herein or contemplated hereby.  The parties
        hereto agree to request the consent of the Lessor on the consent form attached
        hereto as Annex 3.  The parties agree to make such reasonable changes
        to such form as may be required by Lessor.]

      


      [Consent
        by Airport Lessor.  Airport Lessor, as evidenced by its execution
        below, does hereby consent to this Assignment, [releases Assignor from all
        of
        its responsibilities and obligations under the Lease that are attributable
        to
        the period of time after the Effective Date, and] agrees to look solely to
        Assignee for performance of all obligations thereafter under the Lease [as
        it
        relates to the Assigned Premises].]

      


      [Acknowledgement.                                                      Assignor
        and Airport Lessor hereby represent to Assignee that the Lease is currently
        in
        full force and effect, and that they know of no events of default relating
        to
        the Lease or the Assigned Premises as of the date hereof.]

      


      6.           APPLICABLE
        LAW

      


      [The
        laws
        of the State where the Assigned Premises are located shall be used in
        interpreting this Agreement and in determining the rights of the parties
        under
        it.]

      


      7.           SEVERABILITY

      


      If
        any
        part of this Agreement is held to be invalid by final judgment of any court
        of
        competent jurisdiction, the part held invalid shall be modified to the extent
        necessary to make it valid or, if necessary, excised, and the remainder of
        the
        Agreement shall continue to remain effective.

      


      8.           ENTIRE
        AGREEMENT

      


      This
        Agreement contains the entire agreement between the parties with respect
        to its
        subject matter and may not be changed in any way, except by a written instrument
        executed by the parties and, if necessary, approved by the Airport
        Lessor.

      


      9.           SUCCESSORS
        AND ASSIGNS

      


      The
        provisions of this Agreement shall be binding on the parties, their successors
        and assigns.

      


      IN
        WITNESS WHEREOF, the parties have properly executed this Agreement effective
        the
        date first above written.

      


      ATTEST:                                                                                [ASSIGNOR]

      


      ____________________________                                               BY:_____________________________

      


      TITLE:__________________________

      


      DATE:__________________________

      


      


      ATTEST:                                                                                  [ASSIGNEE]

      


      ____________________________                                               BY:_____________________________

      


      TITLE:__________________________

      


                                                                                             
DATE:

      


      


      


      [Consent
        of Airport Lessor

      


      


      By:
        _________________________

                 Name:

                 Title:

      


      Date:
        _______________________]

      


      


      Exhibits
        to be Attached:

      


      Annex
        1 –
Description of Assigned Space

      Annex
        2 –
Copy of Lease

      Annex
        3 –
Request for Consent


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        1

      to
        the
        Form of Assignment

      


      DESCRIPTION
        OF ASSIGNED SPACE


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        2

      to
        the
        Form of Assignment

      


      COPY
        OF LEASE


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        3

      to
        the
        Form of Assignment

      


      REQUEST
        FOR CONSENT TO ASSIGNMENT

      


      


      ____________,
        a ____________ corporation (“Assignor”) and ____________, a ____________
        corporation (“Assignee”) hereby apply to the [____________] (the
“Airport Lessor”) for its consent to an Assignment attached as Exhibit
“A” and dated ____________ (the “Effective Date”), for premises described
        therein (the “Assigned Premises”) as required by the [____________ Use
        and Lease Agreement] (the “Agreement”) with ____________ for certain
        premises at ____________ Airport.  As consideration for the
        granting of the aforesaid consent and without limitation of any right or
        remedy
        of the Airport Lessor as set out in the Agreement, Assignor and Assignee
        agree
        with the Airport Lessor as follows:

      


      
        	
                1.

              	
                Assignor
                  represents to Assignee that to its knowledge as of the date hereof,
                  the
                  agreement dated ____________, by and between the Airport Lessor,
                  as
                  Lessor, and Assignor, as Lessee, is in full force and effect and
                  there are
                  no rental fees in arrears and no notices of termination or default
                  are
                  outstanding.

              


      

      


      
        	
                2.

              	
                The
                  parties hereto recognize and agree that the cancellation, termination,
                  or
                  expiration of the Agreement shall serve to terminate Assignor’s and
                  Assignee’s rights and obligations concerning the Assigned
                  Premises.

              


      

      


      
        	
                3.

              	
                All
                  notices to Assignee (as Lessee) with respect to the Assigned Premises
                  pursuant to the Agreement shall hereinafter be sent to Assignee
                  at the
                  following address:

              


      

      _______________

      _______________

      _______________

      


      4.           In
        addition, it is expressly understood and agreed as follows:

      


      
        	
                (a)  

              	
                That
                  by the granting of this consent to Assignment, the Airport Lessor
                  is not
                  consenting in advance to any future subleases or assignments of
                  the
                  Assigned Premises or any other facilities by [either Assignor or]
                  Assignee.

              


      

      


      
        	
                (b)  

              	
                That
                  no future amendment, modification or alteration to the Assignment
                  shall be
                  or become effective without prior notice to and approval by the
                  Airport
                  Lessor if required by the provisions of the
                  Agreement.

              


      

      


      
        	
                (c)  

              	
                That
                  Airport Lessor, as evidenced by it execution of this consent below,
                  [releases Assignor from all of its responsibilities and obligations
                  under
                  the Lease that are attributable to the period of time after the
                  Effective
                  Date, and] agrees to look solely to Assignee for performance of
                  all
                  obligations thereafter under the Lease [as it relates to the Assigned
                  Premises].

              


      

      


      
        	
                (d)  

              	
                [That
                  Assignor and Airport Lessor hereby represent to Assignee that the
                  Lease is
                  currently in full force and effect, and that they know of no events
                  of
                  default relating to the Lease or the Assigned Premises as of the
                  date
                  hereof.]

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        parties accept the foregoing acknowledgments and agreements and the Airport
        Lessor hereby consents to the Assignment attached as Exhibit
“A”.  However, the terms of the Agreement and this Request for Consent
        shall prevail over any conflicting terms or provisions contained in Exhibit
“A”
hereto.

      


      FOR
        THE
        AIRPORT
        LESSOR:                                                                                                 FOR
        [ASSIGNOR]:

      APPROVED                                                                                                     APPROVED

      


      


      ________________________________                                                                                ________________________________

      Name:                                                                                       
                           Name:

      


      Title:
        Director, Department of
        Aviation                                                                                   
  Title:____________________________

      


      Date:__________________________                                                                                    Date:___________________________

      


      


      


                  FOR
        [ASSIGNEE]:

                  APPROVED

      ATTEST/SEAL:

      


      ________________________________                                                       
                           _________________________________

      Name:                                                                                                       Name:

      


      Title:
        Corporate
        Secretary                                                                                 
          Title:_____________________________

      


      Date:____________________________                                                                 
                 Date:_____________________________


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      to
        the
        Master Facility and Ground Handling Agreement

      


      FORM
        OF CONTINENTAL GROUND HANDLING AGREEMENT

      (Continental
        as Handling Company, Contractor as Carrier)

      


      
        	
                AHM
                  810 – Annex B

              


      

       

      STANDARD
        GROUND HANDLING AGREEMENT

       

      SIMPLIFIED
        PROCEDURE

       

      ANNEX
        B.SYS.0 – LOCATIONS AGREED SERVICES, FACILITIES AND
        CHARGES

       

      to
        the
        Standard Ground Handling Agreement (SGHA) of April 1993

       

      
        	
                Between:

              	
                Colgan
                  Air, Inc.

              


      

      
        	
                 

              	
                10677
                  Aviation Lane

              


      

      Manassas,
        VA 20110

      Attention:
        President

      
        	
                 

              	
                (hereinafter
                  referred to as the “Carrier”)

                 

              


      

      
        	
                And:

              	
                Continental
                  Airlines, Inc.

              


      

      
        	
                 

              	
                1600
                  Smith Street

              


      

      
        	
                 

              	
                Mail
                  Stop HQSLG

              


      

      
        	
                 

              	
                Houston,
                  Texas 77002

              


      

      
        	
                 

              	
                (hereinafter
                  referred to as the “Handling Company”)

                 

              


      

      
        	
                effective
                  from:

              	
                February
                  2, 2007

                 

              


      

      
        	
                This
                  Annex

              	
                B.SYS.0

              


      

      
        	
                for
                  the location :

              	
                The
                  Handling Company shall provide ground handling services as provided
                  herein
                  for Scheduled Flights at the airports set forth on Schedule 1
                  hereto.

                 

              


      

      
        	
                 

              	
                In
                  addition to the airports on Schedule 1, the Handling Company shall
                  also
                  provide ground handling services to the Carrier for Scheduled Flights
                  pursuant to the terms hereof at each additional airport to which
                  Scheduled
                  Flights are scheduled to fly after the date hereof (each, a “New Airport”)
                  unless the Handling Company gives at least 90 days’ prior written notice
                  (or such shorter period of time as is reasonably practicable) before
                  the
                  commencement of Scheduled Flights to such New Airport that the
                  Handling
                  Company  elects not to provide ground handling services at such
                  airport.  Schedule 1 shall be amended to reflect each such
                  addition.  The Handling Company may also elect, upon at least 90
                  days’ prior written notice to the Carrier, to provide ground handling
                  services as provided herein to the Carrier for Scheduled Flights
                  at any
                  airport to which Scheduled Flights fly at the time of such
                  election.  Schedule 1 shall be amended to reflect each such
                  addition.

                 

              


      

      
        	
                 

              	
                Notwithstanding
                  the foregoing, the Handling Company may elect to terminate the
                  provision
                  of services by the Handling Company pursuant hereto at any airport
                  upon at
                  least 90 days’ prior written notice to the Carrier and in any event only
                  at such time as the Carrier, using its commercially reasonable
                  efforts, is
                  able to provide the ground handling services provided by the Handling
                  Company hereunder with respect to Scheduled Flights at such
                  airport.

                 

              


      

      In
        addition, the provisions of this agreement shall terminate with respect to
        any
        airport to which Scheduled Flights cease to be scheduled (other than a temporary
        cessation, it being understood that the cessation of seasonal Scheduled Flights
        upon the end of the relevant season shall constitute a temporary cessation
        if
        such Scheduled Flights are expected to resume in the subsequent relevant
        season). Schedule 1 shall be amended to reflect each such
        termination.

       

      
        	
                is
                  valid from:

              	
                February
                  2, 2007

                 

              


      

      
        	
                and
                  replaces:

              	
                N/A

                 

              


      

       

      Capitalized
        terms used herein that are not defined herein or in the Standard Ground Handling
        Agreement of April 1993 as published by the International Air Transport
        Association (the “Main Agreement”) or in Annex A thereto, shall have the
        meanings given to such terms in the Capacity Purchase Agreement among Carrier,
        Handling Company and Pinnacle Airlines Corp., Carrier’s parent, as amended from
        time to time (the “Capacity Purchase Agreement”) or the Master Facility and
        Ground Handling Agreement among Carrier, Handling Company and Pinnacle Airlines
        Corp., as amended from time to time.

      This
        Annex B is prepared in accordance with the simplified procedure whereby the
        Carrier and the Handling Company agree that the terms and conditions of the
        Main
        Agreement and Annex A to the Main Agreement shall apply as if such terms
        were
        repeated here in full, except as otherwise modified pursuant to this Annex
        B.  By signing this Annex B, the parties confirm that they are
        familiar with the aforementioned Main Agreement and Annex A.  The Main
        Agreement and Annex A, as modified pursuant to this Annex B shall be referred
        to
        herein as the “Agreement.”

       

      PARAGRAPH
        1 – HANDLING CHARGES

       

      
        	
                1.1

              	
                The
                  Handling Company shall provide the services of Annex A enumerated
                  below
                  for the Carrier’s Scheduled Flights at the locations set forth
                  above:

                 

              


      

      
        	
                1.1.1.

              	
                For
                  services of the Annex A in its:

                 

              


      

      SECTION
        1
– REPRESENTATION AND ACCOMMODATION:

      1.1.2.,
        1.1.3., 1.1.4.

      1.2.1.,
        1.2.2, 1.2.3.

       

      SECTION
        2
– LOAD CONTROL AND COMMUNICATION:

      2.1.3.

      2.2.1.,
        2.2.2., 2.2.3.

       

      SECTION
        4
– PASSENGERS AND BAGGAGE:

      4.1.1.,
        4.1.2., 4.1.3., 4.1.4., 4.1.5., 4.1.6, 4.1.7.(in accordance with the Baggage
        Resolution System Agreement, 4.2., 4.3., 4.4.1., 4.4.2. (a), 4.4.4. (a)(c),
        4.4.5., 4.4.6., 4.4.7.

       

      SECTION
        5
– CARGO AND MAIL:

      5.1.
        thru
        5.5 (CO’s cargo products)

       

      SECTION
        6
– RAMP:

      6.1.,
        6.2.1., 6.2.2. (a), 6.2.3. (on request at ad hoc rate), 6.3., 6.4.3., 6.4.4.,
        6.4.5., 6.4.6. (a)(b), 6.4.7., 6.4.8., 6.4.9., 6.4.12., 6.5.1. (on request
        at ad
        hoc rate), 6.6.1., 6.7.1.

       

      SECTION
        7
– AIRCRAFT SERVICING:

      7.2.2.,
        7.3., 7.6.2. (ad hoc rates apply)

       

      
        	
                1.1.2.

              	
                NO
                  FEES FOR SERVICES COVERED UNDER THE SECTIONS LISTED
                  ABOVE:

              


      

      The
        ground handling services to be provided hereunder shall be provided in
        consideration of the mutual obligations of the Handling Company and the Carrier
        set forth in the Capacity Purchase Agreement among the Carrier, the Handling
        Company and Parent, with no fee charged hereunder; provided that the
        additional charges specified in Paragraph 2 below shall apply when applicable;
        and provided further that the Carrier will be responsible for all
        airport landing fees and other airport taxes or charges, and shall make payment
        directly therefor (unless Contractor is instructed in writing by Continental
        that Continental will make such payment directly).

       

      
        	
                1.1.3

              	
                EQUIPMENT
                  PROVIDED BY CARRIER:

              


      

      
        	
                 

              	
                Notwithstanding
                  anything contained in Paragraph 1.1.1 to the contrary, at each
                  airport at
                  which Handling Company is providing ground handling services hereunder
                  other than a Hub Airport, the Carrier shall be responsible for
                  supplying
                  all ground handling equipment that is usable only for regional
                  jets or
                  turboprops of the type used by Contractor for Scheduled Flights
                  (as
                  opposed to other types of jets flown by the Handling Company),
                  which, as
                  of the date hereof, is the equipment set forth on Schedule 2 hereto.
                  At
                  all Hub Airports at which Handling Company is providing ground
                  handling
                  services hereunder, the Handling Company shall be responsible for
                  supplying such equipment. As between Handling Company and Carrier,
                  Handling Company shall be responsible for supplying all other ground
                  handling equipment necessary for the provision of ground handling
                  services
                  hereunder.

                 

              


      

      PARAGRAPH
        2 – ADDITIONAL CHARGES

      
        	
                2.1

              	
                Services
                  in Annex A which are not included in Paragraph 1 of this Annex
                  and all
                  other additional services when available will be charged for as
                  follows:

                 

              


      

      
        	
                2.1.1.

              	
                Overtime.  If,
                  upon Carrier’s request, the Handling Company agrees to provide additional
                  personnel in order to handle a flight outside of the scheduled
                  arrival and
                  departure times or for any other reason, the Handling Company will
                  not
                  charge Carrier more than the Handling Company’s actual cost of providing
                  such additional personnel.

                 

              


      

      PARAGRAPH
        3 – DISBURSEMENTS

       

      
        	
                3.1

              	
                At
                  the Handling Company’s request, disbursements made on behalf of the
                  Carrier shall be reimbursed to the Handling Company at cost.

                 

              


      

      PARAGRAPH
        4 –SETTLEMENT OF ACCOUNT

       

      
        	
                4.1

              	
                All
                  payments to be made pursuant to this Agreement shall be subject
                  to the
                  setoff provisions of the Capacity Purchase
                  Agreement.  Notwithstanding Article 7.2 of the Main Agreement,
                  and subject to such setoff provisions of the Capacity Purchase
                  Agreement,
                  settlement of account shall be effected through the IATA Clearing
                  House
                  via the Airlines Clearing House in accordance with the Rules and
                  Regulations of the IATA Clearing House and the Airlines Clearing
                  House.

                 

              


      

      PARAGRAPH
        5 – TERMINATION OF AGREEMENT

      
        	
                5.1

              	
                This
                  Agreement may be terminated by either party at any time following
                  the
                  termination of the Capacity Purchase Agreement; provided, that
                  this
                  Agreement may not be terminated pursuant to this sentence during
                  the
                  Wind-Down Period with respect to any location to which Scheduled
                  Flights
                  continue to fly during such Wind-Down Period.  If the Carrier
                  fails to make payments as
                  agreed upon in Paragraph 4.1., the Handling Company may terminate
                  the
                  Agreement upon twenty-four (24) hours notice by letter, teletype
                  or
                  facsimile.

                 

              


      

      PARAGRAPH
        6 – TRANSFER OF SERVICES

      
        	
                6.1

              	
                In
                  accordance with Article 3.1 of the Main Agreement, the Handling
                  Company
                  may subcontract the services of Annex A as necessary in order to
                  support
                  the Carrier’s operation.

                 

              


      

      PARAGRAPH
        7 – OTHER MODIFICATIONS TO MAIN AGREEMENT

       

      
        	
                7.1

              	
                Sections
                  2.2, 3.2, 11.4, 11.5, 11.6, 11.7 and 11.10 and Article 9 of the
                  Main
                  Agreement shall not apply to this Agreement.

                 

              


      

      
        	
                7.2

              	
                Handling
                  Company and Carrier agree that all third-parties engaged by Carrier
                  or
                  Handling Company as of the date hereof, or engaged by Handling
                  Company
                  after the date hereof, to provide ground handling services to Carrier
                  at
                  any of the airports listed on Schedule 1 hereto are hereby approved
                  for
                  all purposes of Section 3.1 and Section 3.2, as appropriate, of
                  the Main
                  Agreement.

                 

              


      

      
        	
                7.3

              	
                Carrier
                  specifically acknowledges that Article 8 of the Main Agreement
                  provides that Handling Company is not to be responsible for, and
                  that
                  Carrier is to indemnify Handling Company in respect of, legal liability
                  for certain claims arising out of the provision of ground handling
                  services even in circumstances where Handling Company is negligent,
                  and
                  Carrier agrees not to contend otherwise.

                 

              


      

      
        	
                7.4

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the State of Texas as provided in Section 10.13 of the Capacity
                  Purchase Agreement.

              


      

      


      
        	
                7.5

              	
                Any
                  Claims arising out of or related to this Agreement shall be resolved
                  by
                  binding arbitration pursuant to the provisions of Section 10.07
                  of the
                  Capacity Purchase Agreement.

              


      

      



      
        
                                                       

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their respective officers duly authorized thereunto, as of the 2nd day of
        February, 2007.

       

      Handling
        Company:                                                                                     Carrier:

      Continental
        Airlines,
        Inc.                                                                          Colgan
        Air, Inc.

      


      


      By:  /s/
        Jeffery A.
        Smisek                                                                           
By:  /s/ Philip H. Trenary

      Name: Jeffery
        A.
        Smisek                                                                     
Name:  Philip H. Trenary

      Title: President                                                                                      
               Title:  Vice
        President

      


      


      Schedule
        1                                Airports

      Schedule
        2                                Carrier
        Equipment


      
        
              

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                AHM
                  810 – Annex B

              


      

      


      Schedule
        1

      CONTINENTAL
        AIRPORTS [To Be Updated]

      



      
        
             

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Schedule
        2

      CARRIER
        EQUIPMENT

      


      


      [to
        be added]

      



      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

      to
        the
        Master Facility and Ground Handling Agreement

      


      FORM
        OF CONTRACTOR GROUND HANDLING AGREEMENT

      (Contractor
        as Handling Company, Continental as Carrier)

      


      
        	
                AHM
                  810 – Annex B

                 

              


      

      STANDARD
        GROUND HANDLING AGREEMENT

       

      SIMPLIFIED
        PROCEDURE

       

      ANNEX
        B.SYS.0 – LOCATIONS AGREED SERVICES, FACILITIES AND
        CHARGES

       

      to
        the
        Standard Ground Handling Agreement (SGHA) of April 1993

       

      
        	
                Between:

              	
                Continental
                  Airlines, Inc.

              


      

      
        	
                 

              	
                1600
                  Smith Street

              


      

      
        	
                 

              	
                Mail
                  Stop HQSLG

              


      

      
        	
                 

              	
                Houston,
                  Texas 77002

              


      

      
        	
                 

              	
                (hereinafter
                  referred to as the “Carrier”)

                 

              


      

      
        	
                And:

              	
                Colgan
                  Air, Inc.

              


      

      
        	
                 

              	
                10677
                  Aviation Lane

              


      

      Manassas,
        VA 20110

      Attention:
        President

      (hereinafter
        referred to as the
“Handling Company”)

      


      
        	
                effective
                  from:

              	
                February
                  2, 2007

                 

              


      

      
        	
                This
                  Annex

              	
                B.SYS.0

                 

              


      

      
        	
                for
                  the location:

              	
                The
                  Handling Company shall provide ground handling services as provided
                  herein
                  at the airports set forth on Schedule 1 hereto.

                 

              


      

      
        	
                 

              	
                The
                  Carrier may elect, at its sole discretion and upon at least 90
                  days notice
                  to the Handling Company, to require the Handling Company to provide
                  ground
                  handling services to the Carrier at any airport other than a Hub
                  Airport
                  (and Schedule 1 shall be amended to reflect each such addition);
                  provided
                  that, it is acknowledged for the avoidance of doubt that, even
                  though
                  Handling Company shall not be required hereunder to provide ground
                  handling services in respect of Carrier’s flights at any Hub Airport,
                  Handling Company shall still be responsible for providing all necessary
                  ground handling services in respect of its Scheduled Flights in
                  accordance
                  with the Capacity Purchase Agreement (as defined below), unless
                  Continental elects to provide such services in accordance with
                  the terms
                  of the Continental Ground Handling Agreement.

                 

              


      

      
        	
                 

              	
                Notwithstanding
                  the foregoing, the Carrier may elect, at its sole discretion and
                  upon at
                  least 90 days’ prior written notice to the Handling Company, to terminate
                  the provision of services covered hereunder by the Handling Company
                  at any
                  airport.  In addition, the provisions of this agreement shall
                  terminate with respect to any airport to which Scheduled Flights
                  cease to
                  be scheduled (other than a temporary cessation, it being understood
                  that
                  the cessation of seasonal Scheduled Flights upon the end of the
                  relevant
                  season shall constitute a temporary cessation if such Scheduled
                  Flights
                  are expected to resume in the subsequent relevant
                  season).  Schedule 1 shall be amended to reflect each such
                  termination.

                 

              


      

      
        	
                is
                  valid from:

              	
                February
                  2, 2007

                 

              


      

      
        	
                and
                  replaces:

              	
                N/A

                 

              


      

      Capitalized
        terms used herein that are not defined herein or in the Standard Ground Handling
        Agreement of April 1993 as published by the International Air Transport
        Association (the “Main Agreement”) or in Annex A thereto, shall have the
        meanings given to such terms in the Capacity Purchase Agreement among Carrier,
        Handling Company and Pinnacle Airlines Corp., Handling Company’s parent, as
        amended from time to time (the “Capacity Purchase Agreement”) or the Master
        Facility and Ground Handling Agreement among Carrier, Handling Company and
        Pinnacle Airlines Corp., as amended from time to time.

       

      This
        Annex B is prepared in accordance with the simplified procedure whereby the
        Carrier and the Handling Company agree that the terms and conditions of the
        Main
        Agreement and Annex A to the Main Agreement shall apply as if such terms
        were
        repeated here in full, except as otherwise modified pursuant to this Annex
        B.  By signing this Annex B, the parties confirm that they are
        familiar with the aforementioned Main Agreement and Annex A.  The Main
        Agreement and Annex A, as modified pursuant to this Annex B shall be referred
        to
        herein as the “Agreement.”

       

      PARAGRAPH
        1 – HANDLING CHARGES

       

      
        	
                1.1

              	
                The
                  Handling Company shall provide the services of Annex A enumerated
                  below
                  for the Carrier’s scheduled flights at the locations set forth
                  above:

                 

              


      

      
        	
                        1.1.1.

              	
                For
                  services of the Annex A in its:

                 

              


      

      SECTION
        1
– REPRESENTATION AND ACCOMMODATION:

      1.1.2.,
        1.1.3., 1.1.4.

      1.2.1.,
        1.2.2, 1.2.3.

       

      SECTION
        2
– LOAD CONTROL AND COMMUNICATION:

      2.1.3.

      2.2.1.,
        2.2.2., 2.2.3.

       

      SECTION
        4
– PASSENGERS AND BAGGAGE:

      4.1.1.,
        4.1.2., 4.1.3., 4.1.4., 4.1.5., 4.1.6, 4.1.7.(in accordance with the Baggage
        Resolution System Agreement, 4.2., 4.3., 4.4.1., 4.4.2. (a), 4.4.4. (a)(c),
        4.4.5., 4.4.6., 4.4.7.

       

      SECTION
        5
– CARGO AND MAIL:

      5.1.
        thru
        5.5 (CO’s cargo products)

       

      SECTION
        6
– RAMP:

      6.1.,
        6.2.1., 6.2.2. (a), 6.2.3. (on request at ad hoc rate), 6.3., 6.4.3., 6.4.4.,
        6.4.5., 6.4.6. (a)(b), 6.4.7., 6.4.8., 6.4.9., 6.4.12., 6.5.1. (on request
        at ad
        hoc rate), 6.6.1., 6.7.1.

       

      SECTION
        7
– AIRCRAFT SERVICING:

      7.2.2.,
        7.3., 7.6.2. (ad hoc rates apply)

       

      
        	
                1.1.2.

              	
                FEES
                  FOR SERVICES COVERED UNDER THE SECTIONS LISTED ABOVE:

                 

              


      

      The
        charges set forth below do not include airport landing fees, or any other
        airport taxes or charges.  The Carrier will be responsible for such
        charges at its own expense and shall make payment directly
        therefor.

       

      
        	
                 

              	
                Flight
                  Fee:

              


      

      
        	
                 

              	
                The
                  Carrier shall pay to the Handling Company a Base Per Flight Fee
                  for the
                  ground handling services listed above to be provided hereunder,
                  which fee
                  shall equal the Handling Company’s cost of providing such services, as
                  reasonably determined by the Handling Company and subject to the
                  audit
                  rights of the Carrier as set forth in Section 3.05 of the Capacity
                  Purchase Agreement.

                 

              


      

      
        	
                1.1.3

              	
                EQUIPMENT
                  PROVIDED BY CARRIER:

                 

              


      

      
        	
                 

              	
                Notwithstanding
                  anything contained in Paragraph 1.1.1 to the contrary, at each
                  airport at
                  which Handling Company provides ground handling services for Carrier
                  hereunder, the Carrier shall be responsible for supplying all ground
                  handling equipment that is usable only for jet aircraft, which,
                  as of the
                  date hereof, is the equipment set forth on Schedule 2 hereto, and
                  which
                  equipment shall not be used by Handling Company for any purpose
                  other than
                  providing ground handling services to Carrier. As between Handling
                  Company
                  and Carrier, Handling Company shall be responsible for supplying
                  all other
                  ground handling equipment necessary for the provision of ground
                  handling
                  services hereunder.

                 

              


      

      PARAGRAPH
        2 – ADDITIONAL CHARGES

       

      
        	
                2.1

              	
                Services
                  in Annex A which are not included in Paragraph 1 of this Annex
                  and all
                  other additional services when available will be charged for as
                  follows:

                 

              


      

      
        	
                2.1.1.

              	
                Overtime.  If,
                  upon Carrier’s request, the Handling Company agrees to provide additional
                  personnel in order to handle a flight outside of the scheduled
                  arrival and
                  departure times or for any other reason, the Handling Company will
                  charge
                  Carrier the Handling Company’s actual cost of providing such additional
                  personnel.

                 

              


      

      
        	
                2.1.2.

              	
                Supplies.  The
                  Carrier will furnish the Handling Company those items specific
                  to its
                  operation, such as, but not limited to, cabin appearance supplies,
                  (i.e.
                  safety cards, pillows and blankets), baggage tags, forms, ticket
                  envelopes, tariffs, timetables, etc.  Any materials or supplies
                  provided to the Carrier by the Handling Company will be charged
                  back to
                  the Carrier at the Handling Company’s replacement cost.

                 

              


      

      
        	
                2.1.3.

              	
                Third
                  Party Services.  The Carrier shall, at the Handling
                  Company’s discretion, be responsible for the cost and/or a pro-rata share
                  of the cost, whichever is applicable, incurred by the Handling
                  Company for
                  outside vendor services, such as, but not limited to, water/lavatory
                  services, cabin appearance, ramp handling services, bussing services,
                  aircraft de-icing, aircraft washing and aircraft maintenance services,
                  skycaps, security screening, armed guard and armored car services,
                  baggage
                  claim security, janitorial services, baggage delivery services,
                  wheel
                  chair services, electric cart services, denied boarding compensation,
                  distressed passenger meals and overnight accommodation, etc.

                 

              


      

      
        	
                2.1.4.

              	
                De-Icing.  For
                  de-icing services provided by the Handling Company, the Handling
                  Company
                  shall charge the Carrier the procurement cost of fluids and all
                  other
                  actual costs of the Handling Company for providing such de-icing
                  services
                  including the Handling Company’s actual labor costs associated with such
                  services.

                 

              


      

      
        	
                2.1.5.

              	
                Training.  The
                  Carrier agrees to reimburse the Handling Company for all associated
                  out-of-pocket expenses required to train the Handling Company’s employees
                  in the Carrier’s procedures and administrative requirements.

                 

              


      

      PARAGRAPH
        3 – DISBURSEMENTS

       

      
        	
                3.1

              	
                Disbursements
                  made on behalf of the Carrier shall be reimbursed to the Handling
                  Company
                  at cost.

                 

              


      

      PARAGRAPH
        4 –SETTLEMENT OF ACCOUNT

       

      
        	
                4.1

              	
                Notwithstanding
                  Article 7.2 of the Main Agreement and subject to the setoff provisions
                  of
                  the Capacity Purchase Agreement, settlement of account shall be
                  effected
                  through the IATA Clearing House via the Airlines Clearing House
                  in
                  accordance with the Rules and Regulations of the IATA Clearing
                  House and
                  the Airlines Clearing House.

                 

              


      

      PARAGRAPH
        5 – TERMINATION OF AGREEMENT

       

      
        	
                5.1

              	
                This
                  Agreement may be terminated by either party at any time following
                  the
                  termination of the Capacity Purchase Agreement; provided, that
                  this
                  Agreement may not be terminated pursuant to this sentence during
                  the
                  Wind-Down Period with respect to any location to which Scheduled
                  Flights
                  continue to fly during such Wind-Down Period.  If the Carrier
                  fails to make payments as agreed upon in Paragraph 4.1., the Handling
                  Company may terminate the agreement upon twenty-four (24) hours
                  notice by
                  letter, teletype or facsimile.

                 

              


      

      PARAGRAPH
        6 – TRANSFER OF SERVICES

       

      
        	
                6.1

              	
                In
                  accordance with Article 3.1 of the Main Agreement, the Handling
                  Company
                  may subcontract the services of Annex A as necessary in order to
                  support
                  the Carrier’s operation.

                 

              


      

      
        	
                 

              	
                PARAGRAPH
                  7 – OTHER MODIFICATIONS TO MAIN
                  AGREEMENT

                 

              


      

      
        	
                7.1

              	
                Upon
                  the request of the Carrier from time to time at its sole discretion,
                  and
                  for so long as requested by the Carrier during the Term of this
                  Agreement,
                  the Handling Company shall provide ground handling services pursuant
                  to
                  this Agreement, for the fees specified for such services herein,
                  at any
                  location covered by this Annex B to any of the Carrier’s codeshare
                  partners.

                 

              


      

      
        	
                7.2

              	
                Sections
                  2.2, 3.2, 11.4, 11.5, 11.6, 11.7 and 11.10 and Article 9 of the
                  Main
                  Agreement shall not apply to this Agreement.

                 

              


      

      
        	
                7.3

              	
                Handling
                  Company and Carrier agree that all third-parties engaged by Carrier
                  or
                  Handling Company as of the date hereof, or engaged by Carrier after
                  the
                  date hereof, to provide ground handling services to Carrier at
                  any of the
                  airports listed on Schedule 1 hereto are hereby approved for all
                  purposes
                  of Section 3.1 and Section 3.2, as appropriate, of the Main
                  Agreement.

                 

              


      

      
        	
                7.4

              	
                In
                  connection with the determination of the Base Per Flight Fee pursuant
                  to
                  Section 1.1.2 above and the charges pursuant to Section 2 above,
                  Handling
                  Company shall make available for inspection by Carrier and its
                  outside
                  auditors, within a reasonable period of time after Carrier makes
                  a written
                  request therefor, all of Handling Company’s books and records (including
                  all financial and accounting records) relating to this Agreement
                  and the
                  provision of services hereunder by Handling Company.  Each of
                  Carrier and its outside auditors shall be entitled to make copies
                  and
                  notes of such information as it deems necessary and to discuss
                  such
                  records with Handling Company’s Chief Financial Officer or such other
                  employees or agents of Handling Company knowledgeable about such
                  records.  Upon the reasonable written request of Carrier or its
                  outside auditors, Handling Company will cooperate with Carrier
                  and its
                  outside auditors to permit Carrier and its outside auditors access
                  to
                  Handling Company’s outside auditors for purposes of reviewing such
                  records.

                 

              


      

      
        	
                7.5

              	
                Carrier
                  specifically acknowledges that Article 8 of the Main Agreement
                  provides that Handling Company is not to be responsible for, and
                  that
                  Carrier is to indemnify Handling Company in respect of, legal liability
                  for certain claims arising out of the provision of ground handling
                  services even in circumstances where Handling Company is negligent,
                  and
                  Carrier agrees not to contend otherwise.

                 

              


      

      
        	
                7.6

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the State of Texas as provided in Section 10.13 of the Capacity
                  Purchase Agreement.

              


      

      


      
        	
                7.7

              	
                Any
                  Claims arising out of or related to this Agreement shall be resolved
                  by
                  binding arbitration pursuant to the provisions of Section 10.07
                  of the
                  Capacity Purchase Agreement.

              


      

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their respective officers duly authorized thereunto, as of the 2nd day of
        February, 2007.

       

      Carrier:                                                                                     Handling
        Company:

      Continental
        Airlines,
        Inc.                                                                           Colgan
        Air, Inc.

      


      


      By:  /s/
        Jeffery A.
        Smisek                                                                              By:  /s/
        Philip H. Trenary

      Name:                 Jeffery
        A.
        Smisek                                                               
Name:  Philip H. Trenary

      Title:                 President                                                               
Title:  Vice
        President

      


      


      Schedule
        1                                Airports

      Schedule
        2                                Carrier
        Equipment


      
        
             
          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                AHM
                  810 – Annex B

              


      

      


      Schedule
        1

      CONTRACTOR
        AIRPORTS (To Be Provided)

      



      
        
                    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                AHM
                  810 – Annex B

              


      

      


      Schedule
        2

      CARRIER
        EQUIPMENT

      


      


      [to
        be added]