EXHIBIT 10.91





EQUIPMENT MORTGAGE AND


SECURITY AGREEMENT SUPPLEMENT NO. 1




THIS EQUIPMENT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 dated June 24, 2011 (this “Mortgage Supplement”) made by MESABA AVIATION, INC.,a Minnesota corporation (the “Grantor”), in favor of C.I.T. LEASING CORPORATION, acting as administrative agent and collateral agent (in such capacity, the “Collateral Agent”).




W I T N E S S E T H:




WHEREAS, the Equipment Mortgage and Security Agreement, dated as of June 24, 2011 (herein called the “Mortgage”; capitalized terms used herein but not defined shall have the meaning ascribed to them (whether by reference to another document or otherwise) in the Mortgage), between the Grantor and the Collateral Agent, provides for the execution and delivery of supplements thereto substantially in the form hereof, which shall particularly describe certain collateral, and shall specifically mortgage the same to the Collateral Agent;




WHEREAS, the Mortgage was entered into between the Grantor and the Collateral Agent in order to secure the Obligations of the Grantor and each of the Borrowers under that certain Credit Agreement dated as of July 30, 2009 (as amended, restated, amended and restated, modified, supplemented, renewed or replaced from time to time, the “Credit Agreement”) among Grantor, Pinnacle Airlines, Inc., Colgan Air, Inc., the Loan Parties party thereto, the Lenders party thereto and the Collateral Agent, as administrative agent and collateral agent;




WHEREAS, the Mortgage relates to the items of Equipment described in Exhibit 1 hereto, and a counterpart of the Mortgage is attached hereto and made a part hereof and this Mortgage Supplement, together with such counterpart of the Mortgage, is being filed for recordation on the date hereof with the FAA, as one document;




NOW, THEREFORE, this Mortgage Supplement witnesseth, that to secure the prompt and complete payment and performance when due of the Obligations of the Grantor and each Borrower under the Credit Agreement and each of the other Financing Documents, to secure the performance and observance by the Grantor and each Borrower of all the agreements, covenants and provisions contained in the Mortgage and in the Financing Documents to which they are a party for the benefit of the Collateral Agent on behalf of the Secured Parties and each of the other Indemnitees, and for the uses and purposes and subject to the terms and provisions of the Mortgage, and in consideration of the premises and of the covenants contained in the Mortgage, and of other good and valuable consideration to the parties to the Financing Documents, the receipt and adequacy whereof are hereby acknowledged, the Grantor has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Collateral Agent, its respective successors and assigns, for the security and benefit of the Secured Parties and such other Persons, a first priority continuing security interest in and first priority mortgage Lien on the following described property:




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1.           The Engines described on Exhibit 1 hereto (each such engine having 550 or more rated take-off horsepower or the equivalent thereof, whether or not such engines shall be installed in or attached to any airframe) in each case, together with all Parts which are from time to time incorporated or installed in or attached thereto or which shall be removed therefrom, unless the Lien of the Mortgage shall not be applicable to such Part pursuant to the provisions of the Mortgage; and




2.           The Pledged Spare Parts maintained by or on behalf of the Grantor at the Spare Parts Locations described in Exhibit 1 hereto.




TO HAVE AND TO HOLD all and singular the aforesaid property unto the Collateral Agent, its successors and assigns, for the uses and purposes and subject to the terms and provisions set forth in the Mortgage.




This Mortgage Supplement shall be construed as a supplemental Mortgage and shall form a part thereof, and the Mortgage is hereby incorporated by reference herein and is hereby ratified, approved and confirmed.




*  *  *




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 (Signature Page to Equipment Mortgage and Security Agreement Supplement No. 1)


IN WITNESS WHEREOF, the Grantor has caused this Mortgage Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written.




GRANTOR:
MESABA AVIATION, INC.





By:  /S/ Ron Kay

Ron Kay

Vice President and Treasurer





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EXHIBIT 1


TO


EQUIPMENT MORTGAGE AND


SECURITY AGREEMENT SUPPLEMENT NO. 1




DESCRIPTION OF EQUIPMENT




ENGINES:




Manufacturer
Manufacturer’s Model
Serial NumberGeneral Electric Company
CT7-9B
785252General Electric Company
CT7-9B
785660General Electric Company
CT7-9B
785667General Electric Company
CT7-9B
785791General Electric Company
CT7-9B
785792General Electric Company
CT7-9B
785796General Electric Company
CT7-9B
785798General Electric Company
CT7-9B
785799General Electric Company
CT7-9B
785800General Electric Company
CT7-9B
309453General Electric Company
CT7-9B
785770General Electric Company
CT7-9B
785193General Electric Company
CT7-9B
785751








DESCRIPTION OF SPARE PARTS LOCATIONS:


AddressMesaba Aviation, Inc.

Austin-Bergstrom International Airport

9401 Cargo Avenue, Suite 400

Austin, TX  78719Mesaba Aviation, Inc.

Detroit Metropolitan Wayne County Airport

31515 Northline Road, #425

Romulus, MI  48174
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 Mesaba Aviation, Inc.

Central Wisconsin Airport

400 Aviation Way

Mosinee, WI  54455Mesaba Aviation, Inc.

Des Moines International Airport

2901 Army Post Road

Des Moines, IA  50321Mesaba Aviation, Inc.

Memphis International Airport

MEM Hangar

2934 Winchester Road

Memphis, TN  38118Mesaba Aviation, Inc.

Minneapolis-St. Paul International Airport

7400 34th Ave., Dock Door #6 and 2005 Cargo Road

Minneapolis, MN 55450Mesaba Aviation, Inc.

La Guardia Airport

Building 34

Off Bowery Bay Blvd

Flushing, NY  11371Mesaba Aviation, Inc.

Macon Air Center

100 East Drive

Macon, GA  31216-7765Mesaba Aviation, Inc.

Hartsfield-Jackson Atlanta International Airport

11700 Spine Road, Gate 32, Ramp Level, Door D32-1-D1

Atlanta, GA  30320
  5
  
 Mesaba Aviation, Inc.

Washington Dulles International Airport

Dulles Hanger

23321 Autopilot Drive

Sterling, VA  20166Mesaba Aviation, Inc.

Minneapolis-St. Paul International Airport

Lindbergh Terminal 1, under terminal between gates C21 and C22

4300 Glumack Drive

St. Paul, MN  55111Mesaba Aviation, Inc.

Detroit Metropolitan Wayne County Airport

McNamara Terminal, under terminal at B2

Detroit, MI  48242


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