Exhibit 10.32ASSIGNMENT OF CLAIM AGREEMENT     **Pinnacle Airlines, Inc.**, a Delaware corporation, with offices at 1689 Nonconnah Blvd., Suite111, Memphis, TN 38132 (“*Assignor*”), for good and valuable consideration does hereby irrevocablysell, convey, transfer and assign to **Goldman Sachs Credit Partners L.P.**, a Delaware limitedpartnership (“*GSCP*”), and its successors and assigns, with offices at One New York Plaza, Floor 49,New York, NY 10004 (“*Assignee*”), all of Assignor’s right, title and interest in and to the claim orclaims of Assignor (the “*Claim*”) evidenced by proof of claim number 621 (the “*Proof of Claim*”)filed in the aggregate amount of approximately $15,577,352.44 against Mesaba Aviation, Inc. (the“*Debtor*”) the debtor-in-possession in the chapter 11 reorganization case, case no. 05-39258 (the“*Case*”), in the United States Bankruptcy Court for the District of Minnesota (the “*BankruptcyCourt)*, and all rights and benefits of the Assignor relating to the Claim, including withoutlimitation: (i) the Assignor’s right to receive interest, penalties and fees, if any, which may bepaid with respect to the Claim, (ii) any actions, claims, rights or lawsuits of any naturewhatsoever, whether against Debtor or any other party, arising out of or in connection with theClaim, and (iii) all cash, securities, instruments and other property which may be paid or issuedby the Debtor in satisfaction of the Claim (collectively, the “Transferred Rights”). Theconsideration is the purchase price (the “Purchase Price”) set forth in Paragraph 6 below.This assignment shall be deemed an absolute and unconditional assignment of the Claim for thepurpose of collection and satisfaction, and shall not be deemed to create a security interest. Forthe avoidance of doubt, the Transferred Rights shall not include any claims of Assignor againstDebtor that arose after the Filing Date. “Filing Date” shall mean October 13, 2005.     The “Effective Date” shall be the date upon which the last of the following shall haveoccurred: (i) Assignor and Assignee have facsimile exchanged signatures to this Agreement and theNotice of Transfer (as defined below) and (ii) Assignee shall have wired the First Payment (asdefined in Paragraph 6) to Assignee pursuant to the instructions set forth on Schedule 1. Assigneeagrees that it shall wire the First Payment to Assignor in immediately available funds on the daysignature pages are exchanged.     1. PROOF OF CLAIM. Assignor represents and warrants as of the Effective Date thatthe Proof of Claim has been duly and timely filed in the Case, and a true and complete copy of theProof of Claim is attached to and made a part of this Assignment of Claim Agreement(“Agreement”). If the Proof of Claim amount is greater or lesser than the Claim amount setforth above, Assignee shall nevertheless be deemed the owner of such Proof of Claim subject to theterms of Paragraph 6 of this Agreement, and shall be entitled to identify itself as owner of suchProof of Claim in the records of the Court. Assignor represents and warrants that the Proof ofClaim has not been revoked, withdrawn, amended or modified and no rights thereunder have beenwaived and all statements in such Proof of Claim are true and correct.     2. ASSIGNOR REPRESENTATIONS AND WARRANTIES. Assignor further represents and warrantsto Assignee as of the Effective Date that: a) to the knowledge of Assignor, no objection to theTransferred Rights have been made; b) no payment or other distribution has been received by or onbehalf of Assignor in full or partial satisfaction of the Transferred Rights; c) Assignor has notpreviously sold, assigned or pledged the Transferred Rights, in whole or in part, to any party; d)Assignor owns and has good and marketable title to the Transferred Rights, free and clear of anyand all liens, claims, security interests, participations, or encumbrances of any kind or naturewhatsoever; e) Assignor has not signed any agreements or instruments with respect to theTransferred Rights other than those agreements referenced in the Proof of Claim or otherwisecomprising the basis for the Claim; f) Assignor has not received any written notice that theTransferred Rights is void or voidable or subject to any disallowance, reduction, impairment orobjection of any kind**;**g) Assignor is not an “affiliate” or “insider” within the meaning of 11U.S.C. Sections 101 (2) and (31) respectively, and is not, and has not been, a member of anyofficial or unofficial creditors’ committee appointed in these Bankruptcy Proceedings; and h)Assignor is not “insolvent” within the meaning of Section 1-201(23) of the Uniform Commercial Codeor within the meaning of Section 101(32) of the Bankruptcy Code.
 

 
     3. REPRESENTATIONS AND WARRANTIES. Each of party hereby represents and warrants toeach other as of the Effective Date that: (i) it has full power and authority and has taken allaction necessary to execute and deliver this Agreement and the Notice of Transfer (as definedbelow) and to fulfill its obligations hereunder and to consummate the transactions contemplatedhereby; (ii) the making and performance by it of this agreement does not and will not violate anylaw or regulation of the jurisdiction under which it exists, any other law applicable to it or anyother agreement to which it is a party or by which it is bound; (iii) this Agreement has been dulyand validly authorized, executed and delivered by it and is legal, valid, binding and enforceableagainst it in accordance with its terms except that the enforceability may be limited bybankruptcy, insolvency or laws governing creditors rights; (iv) no consent, approval, filing orcorporate, partnership or other action is required as a condition to or in connection withexecution delivery and performance of this Agreement and the transactions contemplated herein; (v)it is an “accredited investor” as such terms is defined in Regulation D under the Securities Act of1933, as amended; (vi) it is aware that the Purchase Price received herein for the sale of theTransferred Rights may differ both in kind and amount from any distributions ultimately madepursuant to any plan of reorganization confirmed by the Court in the Proceedings; (vii) except asset forth in this Agreement, neither it nor any of its agents or representatives has made anyrepresentation whatsoever to the other party regarding the status of the Case, the condition of theDebtor (financial or otherwise) or any other matter relating to the Case, the Debtor or theTransferred Rights; (viii) it has adequate information concerning the business and financialcondition of the Debtor and the status of the Case in order to make an informed decision regardingthe sale of the Transferred Rights, and (ix) it has independently and without reliance on the otherparty (except, in the case of Assignee, to the extent of representations by Assignor), and based onsuch information as it has deemed appropriate (including information available from the files ofthe Court of the Case), made its own analysis and decision to enter into this Agreement. Assigneehereby represents and warrants to Assignor that it has a net worth of at least $25,000,000.     4. BIG BOY CLAUSE. Each party acknowledges that (i) the other currently may have,and later may come into possession of, information on the Transferred Rights, Debtor, or Debtor’saffiliates or the status of the Proceedings that is not known to it and that may be material to adecision to buy or sell the Transferred Rights and all related rights (as appropriate) (the“Excluded Information”), (ii) it has not requested the Excluded Information, and has agreedto proceed with the purchase or sale of the Transferred Rights and all related rights (asappropriate) hereunder without receiving the Excluded Information, and (iii) the other party shallhave no liability to it, and each party waives and releases any claims that it might have againstthe other party or the other party’s Related Persons (as defined below) whether under applicablesecurities laws or otherwise, with respect to the nondisclosure of the Excluded Information;provided, however, that each party’s Excluded Information shall not and does notaffect the truth or accuracy of such party’s representations or warranties in this Agreement.     5. FAILURE OF TRANSFER OF CLAIM. If (i) an order is entered in the Courtdisapproving the transfer of the Claim, or (ii) the Court does not substitute Assignee for Assignoras the holder of the Claim, then, as Assignee’s sole and exclusive remedy, Assignor shall, uponwritten demand by Assignee, repay to Assignee all amounts of Purchase Price (as defined below)received by Assignor at or prior to the time of such repayment, together with interest on suchamount from the Effective Date to the date of repayment at the Interest Rate (as defined below).     In the event Assignor has previously sold, assigned, pledged participated, hypothecated orotherwise encumbered the Claim or any portion thereof to any person or entity other than Assignee,Assignor shall immediately pay to Assignee liquidated damages in an amount equal to one hundredtwenty five percent (125%) of the purchase price hereunder, plus Assignee’s costs and expensesrelating to the Assignment of Claim.     A “Final Order” means an order of the Court which fully and finally determines the amount andthe priority of the Claim and which does not preserve for any party the right to seek tore-determine the amount or priority of such Claim and which has not been reversed, stayed,modified, or amended and as to which (a) any appeal taken, petition for certiorari or motion forrehearing or reconsideration that has been filed, has been finally determined or dismissed in amanner that does not affect the Bankruptcy Courts’ determination of the allowed amount or treatmentof the Claim or (b) the time to appeal, seek
 

 
certiorari or move for reconsideration or rehearing has expired and no appeal, petition forcertiorari or motion for reconsideration or rehearing has been timely filed.     6. PURCHASE PRICE. In consideration of the transfer of the Claim, GSCP agrees to payto Assignor an amount (the “*Purchase Price*”) equal to forty-two percent (42%) of the value of theFinal Allowed Claim (as defined below), payable as follows: A. On the date hereof, GSCP shall pay the amount of $5,233,990.42 (the “*FirstPayment*”) to Assignor, by wire transfer of immediately available funds to an accountdesignated by Assignor.  B. On or before the fifth business day following the date on which the FinalAllowed Claim is determined, Assignor shall calculate the Purchase Price and shall sendsuch calculation to GSCP, together with a calculation of the amount payable pursuant toClause C or D below, as the case may be.  C. If the Purchase Price exceeds the amount of the First Payment, then GSCP shallpay the amount of such excess, to Assignor by wire transfer of immediately availablefunds to an account designated by Assignor, within three business days of the receiptby GSCP of such calculation. In addition, if the Purchase Price is in excess of$6,542,488, GSCP shall pay interest on such amount in excess of $6,542,488 calculatedat the rate of the lesser of 3-month LIBOR and nine percent (9%) per annum, on thebasis of a 360-day year and compounded annually.  D. If the amount of the First Payment exceeds the Purchase Price, then Assignorshall pay the amount of such excess, together with interest on such excess amountcalculated at the rate of nine percent (9%) per annum, on the basis of a 360-day yearand compounded annually (the “*Interest Rate*”), to Assignee by wire transfer ofimmediately available funds to an account designated by Assignee, within three businessdays of the receipt by GSCP of such calculation.The “*Final Allowed Claim*” shall be equal to (i) the allowed amount of the Claim as determined by aFinal Order (if an objection or other pleading against or in relation to the Proof of Claim istimely filed in the Case seeking the disallowance, avoidance or subordination of the Claim (i.e.,within the applicable period for making objections including, without limitation, pursuant to theterms of any chapter 11 plan)), or (ii) the amount of the Claim as determined and set forth in theProof of Claim (if no such objection or other pleading against or in relation to the Proof of Claimis timely filed in the Case (i.e., within the applicable period for making objections, withoutlimitation, pursuant to the terms of any chapter 11 plan)), in either case, less the amount of anyoffsets, subordinations or other reductions asserted by or on behalf of Debtor that will reduce theamount of the Transferred Rights.     7. ATTORNEY-IN-FACT; SETTLEMENT OF THE CLAIM: FURTHER ACTIONS. Assignor herebyirrevocably appoints Assignee as its true and lawful attorney-in-fact solely with respect to theTransferred Rights, and authorizes Assignee to act in Assignor’s name, place and stead, to demand,sue for, compromise and recover all such amounts which are, or may hereafter become due and payablefor, or on account of the Transferred Rights herein assigned. Assignor hereby grants unto Assigneefull authority to do all things necessary to enforce the Transferred Rights and Assignor’s rightsthere under. Assignor agrees that the powers granted in this paragraph are discretionary in natureand exercisable at the sole option of Assignee. In the event that Assignor obtains knowledge thatan objection to the Claim or the Transferred Rights has been made, Assignor shall promptly notifyGSCP in writing and Assignor shall take such further action, at its own expense, as may bereasonably necessary or desirable or otherwise reasonably requested by Assignee to uphold anddefend the amount of the Transferred Rights and effect the Assignment of Claim and any payments ordistributions on account of the Transferred Rights to Assignee including, without limitation, theexecution of appropriate transfer powers, corporate resolutions and consents.
 

 
     In the event that Assignee obtains knowledge that an objection to the Claim or the TransferredRights has been made or that a deadline has been set (or modified) for the making of suchobjections, Assignee shall promptly notify Assignor in writing. Neither Assignor nor Assigneeshall compromise or settle the Transferred Rights, change the amount or otherwise consent to areduction in the amount of the Claim to an amount less than the amount set forth in the Proof ofClaim, without the prior written consent of the other, which consent shall not be unreasonablywithheld. In performing any of its obligation under this section and in otherwise complying withits obligations under this Agreement (including giving effect to Paragraph 6 above), Assignor andAssignee hereby covenant and agree to cooperate and confer and act reasonably at all times and takesuch actions as are reasonably necessary or desirable to maximize the amount of the Claim, tominimize the amount of the Claim that is subject to being disallowed, avoided, subordinated,reduced or otherwise impaired, and to minimize the amount of time in which all components of theTransferred Rights are quantified and paid; *provided that* nothing in this Agreement shallrequire Assignor to enter into any agreements or take (or refrain from taking) any actions inrelation to its business relationship with Debtor or any other person or entity, or to compromiseany other claims that Assignor may have against Debtor arising after the Filing Date or against anyperson or entity other than the Debtor.     Assignor agrees to forward to Assignee all notices received from the Debtor, the Court or anythird party with respect to the Transferred Rights assigned herein and to take such further actionwith respect to the Transferred Rights in the Proceedings as Assignee may from time to timereasonably request.     Assignor further agrees that if Assignor receives any distributions on account of theTransferred Rights, whether in the form of cash, securities, instruments or any other property, theaforementioned shall constitute property of the Assignee to which the Assignee has an absoluteright. Assignor shall hold such property in trust and will at its own expense deliver to Assigneeany such property in the same form received, together with any endorsements or documents necessaryto transfer such property to Assignee within 3 business days of receipt in the case of cash andfive business days in the case of securities. Should all or any portion of the distributions onaccount of the Transferred Rights not be assignable by Assignor to Assignee, then Assignor grantsto Assignee a participation interest in the Transferred Rights or such distributions, in accordancewith applicable law.     8. FURTHER ASSIGNMENT. Assignor hereby acknowledges that Assignee may at any timereassign any or all of the Transferred Rights, together with all right, title and interest ofAssignee in and to this Agreement. All representations, warranties, covenants and agreementscontained herein shall survive the execution and delivery of this Agreement and any suchreassignment, and shall inure to the benefit of Assignor, Assignee and their respective successorsand assigns of any party hereto; provided, however, that the obligations of Assignor and Assigneecontained herein shall continue and remain in full force and effect until fully paid, performed andsatisfied.     9. INDEMNIFICATION Each of Assignor and Assignee agree to indemnify the other partyand its officers, directors, employees, agents, partners and controlling persons (collectively“Related Persons”) from losses, damages and liabilities, including, without limitation,reasonable legal fees and costs, which result from any breach of Assignor’s or Assignee’s (asapplicable) representations, warranties, covenants or obligations under this Agreement.     10. LATE PAYMENT If either party fails to make a payment or distribution to the otherparty within the time period specified in this Agreement, the party failing to make full payment ofany amount when due shall, upon demand by the other party, pay such amount due amount together withinterest on it for each day from (and including) the date when due to (but excluding) the date whenactually paid, calculated at the Interest Rate.     11.  JURISDICTION. The laws of the State of New York shall govern this Agreement.Each party submits to the jurisdiction of the courts located in the County of New York, State ofNew York and agrees that any litigation relating to this Agreement shall be brought only in suchcourts. Each party hereto consents to service of process by certified mail at its address listedabove, and in any action hereunder,
 

 
Assignor waives any right to demand a trial by jury. This Agreement may be executed in anynumber of counterparts (via facsimile is satisfactory), each of which, when so executed anddelivered, shall be an original, but all of which, together constitute one and the same instrument.     12. WAIVER OF JURY TRIAL. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OFANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON ORARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ONCONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT ITAND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THEMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.     13. CONSENT AND WAIVER. Assignor hereby acknowledges and consents to all terms setforth in this Agreement and hereby waives its right to raise any objection thereto and its right toreceive notice pursuant to Bankruptcy Rule 3001(e), and consents to the substitution of Assignor byAssignee for all purposes in the case, including, without limitation, for voting and distributionpurposes with respect to the Transferred Rights. Assignee agrees to file a Notice of Transfer withthe Court pursuant to Federal Rule of Bankruptcy Procedure 3001(e) (the “Notice ofTransfer”) including the Evidence of Transfer of Claim substantially in the form attachedhereto as Exhibit A.     14. NOTICES; WIRE INSTRUCTIONS. All demands, notices, consents, and communicationshereunder shall be in writing and shall be deemed to have been duly given when hand-delivered orduly deposited in the mails, by certified or registered mail, postage prepaid-return-receiptrequested, to the addresses set forth on Schedule 1, or such other address as may be furnishedhereafter by notice in writing. All payments by Assignor to Assignee and Assignee to Assignorunder this Agreement shall be made in the lawful currency of the United States by wire transfer ofimmediately available funds to Assignor and Assignee, as applicable, in accordance with the wireinstructions specified in Schedule 1.     15. UNDERSTANDING. This Agreement, together with any exhibits hereto, constitutesthe entire agreement and understanding between the parties with respect to the subject matterhereof and supersedes all prior agreements, understandings or representations pertaining to thesubject matter hereof, whether oral or written. There are no warranties, representations or otheragreements between the parties in connection with the subject matter hereof except as specificallyand expressly set forth herein. This Agreement may be signed in counterparts, each of which shallbe an original and all of which taken together shall constitute one agreement. No amendment of anyprovision of this Assignment shall be effective unless it is in writing and signed by the partiesand no waiver of any provision of this Assignment, nor consent to any departure by either partyfrom it, shall be effective unless it is in writing and signed by the affected party, and then suchwaiver or consent shall effective only in the specific instance and for the specific purpose forwhich given.     16. LIMITED LIABILITY. Notwithstanding anything contained in this Agreement to thecontrary, the parties agree that (i) no general or limited partner of Assignee shall be personallyliable for any obligation or liability of Assignee under this Agreement; and (ii) all obligationsand liabilities of Assignee under this Agreement are enforceable solely against Assignee andAssignee’s assets and not against any assets of any general or limited partner of Assignee.
 

 
     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement by their dulyauthorized representatives as of this the 5th day of October, 2006.ASSIGNOR