Exhibit
      10.62




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.










LOAN
      AGREEMENT


(_____)




dated
      as
      of ______________, 2008




among




PINNACLE
      AIRLINES,
      INC.,


Borrower




EACH
      CERTIFICATE HOLDER


FROM
      TIME TO TIME
      HERETO,


Certificate
      Holders




and




WELLS
      FARGO BANK NORTHWEST, NATIONAL
      ASSOCIATION,


Indenture
      Trustee









Vedder
      Price P.C.






Chicago,
      Illinois






























LOAN
      AGREEMENT (_______)




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




W
      I T N E S S E T
      H:




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




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




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




Section 1.  Certain
      Definitions.




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




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




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




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




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




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




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




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




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




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




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




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




Section 4.  Conditions.




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




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




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




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




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




(1)  this
      Agreement;




(2)  the
      Trust
      Indenture;




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




(4)  the
      Loan
      Certificate(s);




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




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




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




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




(9)  the
      Guaranty.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




(xx)  _______________
      Agreement remains in full force and effect.




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




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




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




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




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




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




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




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




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




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




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




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




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




Section 6.  Intentionally
      Omitted.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




(xix)  ________________
      remains in full force and effect.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




(d)  Withholding
      Taxes.




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




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




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




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




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




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




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




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




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




Section 8.  Representations,
      Warranties
      and Covenants.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




Section 11.  Miscellaneous;
      Governing
      Law.




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




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




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




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




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




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




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




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




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




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




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




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




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




*           
      *            *







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




PINNACLE
                AIRLINES, INC.
              Borrower
              
              
              By:                                                                /s/
                Ronald T. Kay
              Its:  Vice
                President, Finance and TreasurerWELLS
                FARGO BANK NORTHWEST,
                NATIONAL ASSOCIATION, Indenture Trustee
              
              
              By:                                                                /s/ Val T. Orton
              Its:  Vice
                PresidentEXPORT
                DEVELOPMENT
                CANADA, Original Certificate Holder
              
              
              By:                                                                /s/
                Paul Hemsing
              Its:  Financing
                Manager
              
              By:                                                                /s/ Marc André Séguin
              Its:  Senior
                Associate








SCHEDULE I









NOTICE &
      ACCOUNT INFORMATION




Certificate
      Holder




Notice
      to:




Export
      Development Canada


151
      O’Connor Street


Ottawa,
      Ontario, Canada


K1A
      1K3




[***]




Indenture
      Trustee




Address:




[***]




Borrower




Address:




[***]





SCHEDULE II









PARTICIPATION
      IN FINANCED AMOUNT




Certificate
                Holder
            CommitmentExport
                Development Canada
            [***]








EXHIBIT
      A





FORM
      OF NOTICE OF CLOSING DATE





____________,
      20__




To
      each
      Certificate Holder to the Loan Agreement









Re:
            Long-Term
                Financing for Pinnacle Airlines, Inc. -




EDC
                Reference Number
                880-USA-40123-000




Ladies
      and Gentlemen:




Reference
      is hereby made to that certain Loan Agreement dated as of ___________, 2008
      (the
“Loan Agreement”;
      capitalized terms used herein without definition shall have the definitions
      set
      forth in the Loan Agreement) among Pinnacle Airlines, Inc. (“Borrower”), each Certificate
      Holder from time to time thereto, and Wells Fargo Bank Northwest, National
      Association, as the Indenture Trustee.




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




(1)  Aircraft
      MSN:  _______




(2)  Scheduled
      Closing Date:  ______________, 2008




(3)  Financed
      Amount:
      US$




(4)  Interest
      Rate:  Fixed Rate




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




The
      terms
      and provisions of this Notice of Closing Date shall be binding upon and inure
      to
      the benefit of each Certificate Holder and the Borrower and their successors
      and
      assigns.




This
      Notice of Closing Date shall be governed by the internal laws of the State
      of
      New York.




Very
                truly yours,
              PINNACLE
                AIRLINES, INC.
              By:
              Name:
              Title:











EXHIBIT
      B





FORM
      OF CLOSING CERTIFICATE





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




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




*      *      *










1
        Insert
        for Borrower’s Certificate


2
        Insert
        for Guarantor’s Certificate


3
        Insert
        for Borrower’s Certificate


4
        Insert
        for Guarantor’s Certificate


5
        Insert
        for Guarantor’s Certificate


6
        Insert
        for Borrower’s Certificate





In
      witness whereof, the undersigned officer of the Company has executed this
      Certificate this __ day of ______________, 2008.




By:________________________________
              Name:
              Title:













FAA
      Authorization Code:




IR
      File
      No. (airframe MSN _______):




IR
      File
      No. (engine MSN _______):




IR
      File
      No. (engine MSN _________:







TRUST
      INDENTURE AND SECURITY AGREEMENT (_________)




dated
      as
      of ____________, 2008




between




PINNACLE
      AIRLINES,
      INC.,


Borrower




and




WELLS
      FARGO BANK NORTHWEST, NATIONAL
      ASSOCIATION,


Indenture
      Trustee






_______________________




One
      Bombardier Model _________ Aircraft


Manufacturer’s
      Serial Number ________


bearing
      U.S. Registration ___________


_______________________







Vedder
      Price P.C.




Chicago,
      Illinois












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




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




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




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




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




--
      GRANTING CLAUSE --




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




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




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




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




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




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




6.           
      all proceeds of the foregoing.




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




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




--
      HABENDUM CLAUSE --




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




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




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




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




ARTICLE I









DEFINITIONS




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




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




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




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




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




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




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




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




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




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




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




“Applicable
      Rate” means, [***].




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




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




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




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




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




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




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




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




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




“Change
      in
      Control” means the occurrence of a “Change in Control” as defined in the
      Indenture dated as of February 8, 2005 between Guarantor and Deutsche Bank
      National Trust Company in respect of Guarantor’s 31⁄4% Senior Convertible Notes
      due 2025, requiring the repurchase of such Notes, at the option of the holders
      thereof, and which repurchase would result in the Guarantor’s consolidated
      unrestricted cash, cash equivalents and short-term investments balance
      (determined in accordance with GAAP) to fall below $[***].




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




“Original
      Certificate Holder” means Export Development Canada.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




“Tax”
      or “Taxes”
      means any and all fees (including, without limitation, license, documentation
      and registration fees), taxes (including, without limitation, income, gross
      receipts, sales, rental, use, turnover, value added, property (tangible and
      intangible), excise and stamp taxes), licenses, levies, imposts, duties,
      recording charges or fees, charges, assessments, or withholdings of any nature
      whatsoever, together with any assessments, penalties, fines, additions to tax
      and interest thereon.




“Threshold
      Amount” means $[***].




“Trust
      Indenture” means this Trust Indenture and Security Agreement (_________),
      as originally executed or as modified, amended or supplemented in accordance
      with the provisions thereof, including by any Indenture Supplement.




“U.S.
      Air
      Carrier” means any United States air carrier as to which there is in
      force a certificate issued pursuant to Section 41102(a) of the Federal
      Aviation Act, and holding an air carrier operating certificate issued by the
      Secretary of Transportation pursuant to chapter 447 of title 49 of the
      U.S. Code (or the equivalent authority issued by the Civil Aeronautics Board
      under the predecessor regulatory laws, rules and regulations) for aircraft
      capable of carrying 10 or more individuals or 6,000 pounds or more of cargo
      or
      which may operate as an air carrier by certification or otherwise under any
      successor or substitute provisions therefor or in the absence thereof.




“U.S.
      Government” means the federal government of the United States, or any
      instrumentality or agency thereof the obligations of which are guaranteed by
      the
      full faith and credit of the federal government of the United States.




“Warranty
      Bill of Sale” means the full warranty bill of sale covering the Aircraft
      executed by Bombardier, Inc. in favor of Borrower, dated the Closing
      Date.




“War
      Risk
      Insurance” means war risk and allied perils insurance covering
      (i) hull risks in respect of the Aircraft and (ii) liability risks in
      respect of the Aircraft.




“Wet
      Lease” means any arrangement whereby the Borrower agrees to furnish the
      Airframe and Engines or engines installed thereon to a third party pursuant
      to
      which such Airframe and Engines or engines (i) are operated by pilots who
      are regular employees of the Borrower, and (ii) such property is maintained
      by the Borrower.




ARTICLE II









THE
      CERTIFICATES




Section
      2.01  Form
      of
      Certificates.  The Certificates and the Indenture Trustee’s
      form of certificate of authentication to appear on the Certificates shall each
      be substantially in the form set forth below, as follows:




_____________







PINNACLE
      AIRLINES, INC.


THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER


THE
      SECURITIES ACT OF 1933, AS AMENDED,


AND
      MAY
      NOT BE TRANSFERRED, SOLD OR OTHERWISE


DISPOSED
      OF EXCEPT WHILE SUCH A REGISTRATION IS IN


EFFECT
      OR
      PURSUANT TO AN EXEMPTION FROM


REGISTRATION
      UNDER SAID ACT




THIS
      CERTIFICATE IS SUBJECT TO CERTAIN ADDITIONAL


RESTRICTIONS
      ON TRANSFER SET FORTH IN


THE
      INDENTURE REFERRED TO BELOW.





CERTIFICATE
      DUE ________, ____


ISSUED
      IN
      CONNECTION WITH ONE BOMBARDIER MODEL ________ AIRCRAFT WITH MANUFACTURER’S
      SERIAL NUMBER _______ AND INITIALLY BEARING UNITED STATES FEDERAL AVIATION
      ADMINISTRATION REGISTRATION NO. _______ AND _____  _____________
      MODEL _______ ENGINES




No. R- New
      York, New York




$ _______________,
      2008




PINNACLE
      AIRLINES, INC. (the
“Borrower”) hereby
      promises to pay to EXPORT
      DEVELOPMENT CANADA, or registered transferees, the principal sum of
      _________________________________ Dollars, in consecutive installments, equal
      to
      the amount, and payable on the dates, set forth in Annex A hereto, together
      with interest on the unpaid principal amount hereof from time to time
      outstanding from and including the date hereof until such principal amount
      is
      paid in full.  Interest shall accrue with respect to each Interest
      Period at a rate per annum equal to ___% and shall be payable in arrears on
      each
      Interest Payment Date and on the date this Certificate is paid in
      full.  This Certificate shall bear interest at the applicable Past Due
      Rate on any principal hereof, and, to the extent permitted by applicable law,
      interest and other amounts due hereunder, not paid when due (whether at stated
      maturity, by acceleration or otherwise), for any period during which the same
      shall be overdue, payable on demand by the Holder hereof given through the
      Indenture Trustee.




Interest
      shall be calculated on the basis of a year of 360 days consisting of 12 thirty
      day months provided that for
      any
      period during which interest is calculated on the basis of the Past Due Rate,
      it
      shall be calculated as the basis specified in the definition of “Past Due Rate”
in Section 1.01 of the Indenture.  If any sum payable hereunder
      falls due on a day which is not a Business Day, then such sum shall be payable
      on the next succeeding Business Day.




All
      payments of principal, Break Amount, if any, and interest and other amounts
      to
      be made to the Holder hereof or under the Trust Indenture and Security Agreement
      (__________) dated as of ________________, 2008 (as amended or supplemented
      from
      time to time, herein called the “Indenture”, the terms defined
      therein and not otherwise defined herein being used herein with the same
      meanings) between the Borrower and Wells Fargo Bank Northwest, National
      Association, as Indenture Trustee thereunder, (i) shall be made in
      accordance with the terms of the Loan Agreement and the Trust Indenture and
      (ii) are guaranteed by Pinnacle Airlines Corp. pursuant to the terms of the
      Guaranty dated as of ________________, 2008 from Guarantor.




Principal
      and interest and other amounts due hereon shall be payable in Dollars in
      immediately available funds prior to 10:00 a.m., New York, New York time,
      on the due date thereof, to the Indenture Trustee at the Corporate Trust Office
      and the Indenture Trustee shall, subject to the terms and conditions of the
      Indenture, remit all such amounts so received by it to the Holder hereof in
      accordance with the terms of Indenture at such account or accounts at such
      financial institution or institutions as the Holder hereof shall have designated
      to the Indenture Trustee in writing, in immediately available funds, such
      payment to be made, in the case of any such designated account in New York,
      New
      York, prior to noon, New York time, on the due date thereof.  In the
      event the Indenture Trustee shall fail to make any such payment as provided
      in
      the immediately foregoing sentence after its receipt of funds at the place
      and
      prior to the time specified above, the Indenture Trustee agrees to compensate
      the Holder hereof for loss of use of funds in a commercially reasonable
      manner.  All such payments by the Borrower and the Indenture Trustee
      shall be made free and clear of and without reduction for or on account of
      all
      wire or other like charges.




Each
      Holder hereof, by its acceptance of this Certificate, agrees that, except as
      otherwise expressly provided in the Indenture, each payment received by it
      in
      respect hereof shall be applied, first, to the
      payment
      of any amount (other than the principal of or interest on this Certificate)
      due
      in respect of this Certificate, second, to the
      payment of interest hereon (as well as any interest on overdue principal and,
      to
      the extent permitted by law, interest and other amounts payable hereunder)
      due
      hereunder, third, to the
      payment
      of the principal of this Certificate then due and fourth, the balance,
      if any, remaining thereafter, to the payment of the principal of this
      Certificate remaining unpaid, in the manner set forth in the last sentence
      of
      Section 2.06 of the Indenture.  Without limiting the foregoing,
      the Holder hereof, by its acceptance of this Certificate, agrees that if it
      receives any payment or distribution in respect of this Certificate that it
      is
      not entitled to receive under Section 2.02 or Section 9.07 of the
      Indenture, it shall hold any amount so received in trust for the Indenture
      Trustee and forthwith turn over such amount to the Indenture Trustee in the
      form
      received to be applied as provided in Section 9.07 of the Indenture.




This
      Certificate is one of the Certificates referred to in the Indenture which have
      been or are to be issued by the Borrower pursuant to the terms of the
      Indenture.  The Indenture Estate is held by the Indenture Trustee as
      security, in part, for the Certificates.  Reference is hereby made to
      the Indenture and the Loan Agreement referred to therein for a statement of
      the
      rights and obligations of the Holder hereof, and the nature and extent of the
      security for this Certificate and of the rights and obligations of the other
      Certificate Holders, and the nature and extent of the security for the other
      Certificates, as well as for a statement of the terms and conditions of the
      trusts created by the Indenture, to all of which terms and conditions in the
      Indenture and such Loan Agreement each Holder hereof agrees by its acceptance
      of
      this Certificate.




There
      shall be maintained a Certificate Register for the purpose of registering
      transfers and exchanges of Certificates at the Corporate Trust Office of the
      Indenture Trustee or at the office of any successor indenture trustee in the
      manner provided in Section 2.08 of the Indenture.  As provided in
      the Indenture and subject to certain limitations set forth therein and in the
      Loan Agreement, this Certificate or any interest herein may, subject to the
      next
      following paragraph, be assigned or transferred, and the Certificates are
      exchangeable for a like aggregate original principal amount of Certificates
      of
      any authorized denomination, as requested by the Certificate Holder surrendering
      the same.




Prior
      to
      the due presentment for registration of transfer of this Certificate, the
      Borrower and the Indenture Trustee shall deem and treat the person in whose
      name
      this Certificate is registered on the Certificate Register as the absolute
      owner
      of this Certificate and the Certificate Holder for the purpose of receiving
      payment of all amounts payable with respect to this Certificate and for all
      other purposes whether or not this Certificate is overdue, and neither the
      Borrower nor the Indenture Trustee shall be affected by notice to the
      contrary.




This
      Certificate is subject to prepayment as permitted by Sections 2.11 and 2.12
      of the Indenture and to purchase without the consent of the Holder hereof as
      provided in Section 2.15(e) of the Indenture and to acceleration by the
      Indenture Trustee as provided in Section 9.01 of the Indenture, and the
      Holder hereof, by its acceptance of this Certificate, agrees to be bound by
      said
      provisions.




This
      Certificate shall not be secured by or be entitled to any benefit under the
      Indenture or be valid or obligatory for any purpose, unless authenticated by
      the
      Indenture Trustee as evidenced by the manual signature of one of its authorized
      signatories on the certificate below.




This
      Certificate shall be governed by and construed in accordance with the law of
      the
      State of New York.







IN
      WITNESS WHEREOF, the
      Borrower has caused this Certificate to be executed in its corporate name by
      its
      officer thereunto duly authorized, as of the date hereof.




PINNACLE
                AIRLINES, INC.
              By:
              Its:





[FORM
      OF
      INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION]




This
      is
      one of the Certificates referred to in the within-mentioned Indenture.




WELLS
                FARGO BANK NORTHWEST,
                NATIONAL ASSOCIATION, as Indenture Trustee
              By:
              Its:





Annex
      A to Certificate




SCHEDULE OF
      PRINCIPAL PAYMENTS




Interest
                Payment Date
            Principal
                Amount to be Paid7





*     *     *




Section
      2.02  Terms
      of
      Certificates.  (a)  On the Closing Date the Borrower
      shall issue Certificates in an aggregate original principal amount equal to
      the
      Financed Amount to the Certificate Holders (or their respective nominees) in
      such amounts as shall be set forth in Schedule II to the Loan
      Agreement.  Each Certificate shall bear interest on the unpaid
      principal amount thereof from time to time outstanding from and including the
      date thereof until such principal amount is paid in full.  Such
      interest shall accrue with respect to each Interest Period at the Applicable
      Rate in effect for such Interest Period and shall be payable in arrears on
      each
      Interest Payment Date and on the date such Certificate is paid in
      full.




(b)  The
      principal of the Certificates shall be due and payable in consecutive
      installments as set forth in Annex A to each Certificate.




(c)  Each
      Certificate shall bear interest at the Past Due Rate on any principal thereof
      and, to the extent permitted by applicable law, interest and other amounts
      due
      thereunder and hereunder, not paid when due (whether at stated maturity, by
      acceleration or otherwise), for any period during which the same shall be
      overdue, payable on demand by the respective Certificate Holder given through
      the Indenture Trustee.




(d)  The
      Certificates shall be executed on behalf of the Borrower by one of its
      authorized officers.  Certificates bearing the signatures of
      individuals who were at any time the proper officers of the Borrower shall
      bind
      the Borrower, notwithstanding that such individuals or any of them have ceased
      to hold such offices prior to the authentication and delivery of such
      Certificates or did not hold such offices at the respective dates of such
      Certificates.  No Certificates shall be issued hereunder except those
      provided for in Section 2.02(a) and any Certificates issued in exchange or
      replacement therefor pursuant to the terms of this Indenture.  Each
      Certificate issued under this Section 2.02 shall be dated as of the Closing
      Date.  No Certificate shall be secured by or entitled to any benefit
      under this Indenture or be valid or obligatory for any purpose, unless there
      appears on such Certificate a certificate of authentication in the form provided
      for herein executed by the Indenture Trustee by the manual signature of one
      of
      its authorized officers and such certificate upon any Certificate shall be
      conclusive evidence, and the only evidence, that such Certificate has been
      duly
      authenticated and delivered hereunder.




Section
      2.03  Tax
      Forms.  The Indenture Trustee agrees, to the extent required by
      applicable law, to withhold from each payment due hereunder or under any
      Certificate United States federal withholding taxes at the appropriate rate,
      and, on a timely basis, to deposit such amounts with an authorized depository
      and make such reports, filings and other reports in connection therewith, and
      in
      the manner, required under applicable law.  The Indenture Trustee
      shall furnish no later than March 15 of each year to each Certificate
      Holder a U.S. Treasury Form 1042S (or similar forms as at any relevant time
      in effect), if applicable, indicating payment in full of any Taxes withheld
      from
      any payments by the Indenture Trustee to such Certificate Holder together with
      all such other information and documents reasonably requested by such
      Certificate Holder and necessary or appropriate to enable such Person to
      substantiate a claim for credit or deduction with respect thereto for income
      tax
      purposes of any jurisdiction with respect to which such Person is required
      to
      file a tax return.  Provided that each Certificate Holder which is a
      Non-U.S. Person has furnished to the Indenture Trustee either (x) a
      properly completed and currently effective U.S. Treasury Form W-8BEN (or
      such substitute or successor form as may be required by the United States
      Treasury Department) establishing exemptions from withholding of United States
      federal income tax on or prior to the Closing Date (and at such other times
      as
      applicable law may require), and has not notified the Indenture Trustee of
      the
      withdrawal of such Form prior to the date of each interest payment, or
      (y) a properly completed and currently effective U.S. Treasury
      Form W-8ECI or other certificate or form establishing exemption from
      withholding of United States federal income tax on or prior to the Closing
      Date
      (and at such other times as applicable law may require), and has not notified
      the Indenture Trustee of the withdrawal of such Form or certificate prior to
      the
      date of each interest payment, then no amount shall be withheld from payments
      under the Certificates held by such Certificate Holder in respect of United
      States federal income tax.  Each Certificate Holder shall indemnify
      and hold harmless the Indenture Trustee and the Borrower against any claim
      for
      United States federal withholding taxes which the Indenture Trustee improperly
      fails to withhold on payments to such Certificate Holder as a direct result
      of
      the invalidity of any certificate or Form provided by such Certificate Holder
      pursuant to this Section 2.03 (it being understood that the provision of
      such form or certificate shall constitute a representation by the relevant
      Certificate Holder as to such Certificate Holder’s qualification for complete or
      partial exemption from United States federal gross income tax
      withholding).




Section
      2.04  Reserved.




Section
      2.05  Method
      of
      Payment.  Principal and interest and other amounts due
      hereunder or under the Certificates or in respect hereof or thereof shall be
      payable in Dollars in immediately available funds prior to 10:00 a.m., New
      York, New York time, on the due date thereof, to the Indenture Trustee at the
      Corporate Trust Office and the Indenture Trustee shall, subject to the terms
      and
      conditions hereof, remit all such amounts so received by it to the Certificate
      Holders entitled thereto at such account or accounts at such financial
      institution or institutions as the Certificate Holders shall have designated
      to
      the Indenture Trustee in writing, in immediately available funds for
      distribution to the relevant Certificate Holders, such payment to be made,
      in
      the case of any such designated account in New York, New York, prior to noon,
      New York time, on the due date thereof.  In the event the Indenture
      Trustee shall fail to make any such payment as provided in the immediately
      foregoing sentence after its receipt of funds at the place and prior to the
      time
      specified above, the Indenture Trustee agrees to compensate the Certificate
      Holders for loss of use of funds in a commercially reasonable
      manner.  All such payments by the Borrower and the Indenture Trustee
      shall be made without presentment or surrender of any Certificate and free
      and
      clear of and without reduction on account of all wire and other like
      charges.  Prior to the due presentment for registration of transfer of
      any Certificate, the Borrower and the Indenture Trustee may deem and treat
      the
      Person in whose name any Certificate is registered on the Certificate Register
      as the absolute owner of such Certificate for the purpose of receiving payment
      of all amounts payable with respect to such Certificate and for all other
      purposes whether or not such Certificate shall be overdue, and neither the
      Borrower nor the Indenture Trustee shall be affected by any notice to the
      contrary.  Interest hereunder and under the Certificates shall be
      calculated on the basis of a year of 360 days consisting of 12 thirty day
      months; provided that for any period during which interest is calculated on
      the
      basis of the Past Due Rate, it shall be calculated on the basis specified in
      the
      definition of “Past Due Rate” in Section 1.01.  If any sum
      payable under the Certificates or under this Indenture falls due on a day which
      is not a Business Day, then such sum shall be payable on the next succeeding
      Business Day.




Section
      2.06  Application
      of
      Payments.  Except as otherwise expressly provided herein, each
      payment of principal and interest or other amounts due in respect of each
      Certificate shall be distributed to the Holders thereof ratably, without
      priority of any one Certificate over any other Certificate, in the proportion
      that the amount of such payment or payments then due under each Certificate
      bears to the aggregate amount of the payments then due under all
      Certificates.  Each such payment shall, except as otherwise expressly
      provided herein, be applied, first, to the
      payment
      of any amount (other than the principal of or interest on such Certificate)
      due
      in respect of such Certificate, second, to the
      payment of interest on such Certificate (as well as any interest on overdue
      principal and, to the extent permitted by law, interest and other amounts
      payable thereunder) due thereunder, third, to the
      payment
      of the principal of such Certificate then due and fourth, the balance,
      if any, remaining thereafter, to the payment of the principal of such
      Certificate remaining unpaid (provided that such Certificate shall not be
      subject to prepayment or purchase without the consent of the affected
      Certificate Holder except as permitted by Sections 2.11 and
      2.12).  The amounts paid pursuant to clause fourth above shall be
      applied to the installments of principal of such Certificate in inverse order
      of
      maturity.




Section
      2.07  Intentionally
      Omitted.




Section
      2.08  Registration,
      Transfer and
      Exchange of Certificates.  The Indenture Trustee agrees with
      the Borrower that the Indenture Trustee shall keep a register (herein sometimes
      referred to as the “Certificate
      Register”) in which provision shall be made for the registration of
      Certificates and the registration of transfers of Certificates.  Prior
      to the due presentment for registration of the transfer of any Certificate,
      the
      Borrower and the Indenture Trustee shall deem and treat the person in whose
      name
      such Certificate is registered on the Certificate Register as the absolute
      owner
      of such Certificate, and the Certificate Holder for the purpose of receiving
      payment of all amounts payable with respect to such Certificate, and for all
      other purposes whether or not such Certificate is overdue, and neither the
      Borrower nor the Indenture Trustee shall be affected by notice to the
      contrary.  The Certificate Register shall be kept at the Corporate
      Trust Office of the Indenture Trustee or at the office of any successor
      indenture trustee, and the Indenture Trustee is hereby appointed “Certificate Registrar” for the
      purpose of registering Certificates and transfers of Certificates as herein
      provided.  Subject to the satisfaction of the conditions specified in
      Section 8(g) of the Loan Agreement, upon surrender for registration of
      transfer of any Certificate at the Corporate Trust Office, the Borrower shall
      execute, and the Indenture Trustee shall authenticate and deliver, in the name
      of the designated transferee or transferees, one or more new Certificates of
      a
      like aggregate principal amount.  At the option of the Certificate
      Holder, its Certificates may be exchanged for other Certificates of any
      authorized denominations, of a like aggregate principal amount, upon surrender
      of the Certificates to be exchanged at the Corporate Trust
      Office.  Each new Certificate issued upon transfer or exchange shall
      be in a principal amount of at least [***] (except as may be necessary to
      evidence the entire outstanding principal amount of a Certificate) and dated
      the
      Closing Date.  Whenever any Certificates are so surrendered for
      exchange, the Borrower shall execute, and the Indenture Trustee shall
      authenticate and deliver, the Certificates which the Certificate Holder making
      the exchange is entitled to receive.  All Certificates issued upon any
      registration of transfer or exchange of Certificates shall be the valid
      obligations of the Borrower evidencing the same respective obligations, and
      entitled to the same security and benefits under this Indenture, as the
      Certificates surrendered upon such registration of transfer or
      exchange.  Every Certificate presented or surrendered for registration
      of transfer or exchange, shall be duly endorsed, or be accompanied by a written
      instrument of transfer in form satisfactory to the Indenture Trustee duly
      executed by the Certificate Holder thereof or his attorney duly authorized
      in
      writing, and the Indenture Trustee may require evidence reasonably satisfactory
      to it as to the compliance of any such transfer with the Securities Act and
      the
      securities laws of any applicable state.  The Indenture Trustee shall
      make a notation on each new Certificate or Certificates of the amount of all
      payments of principal previously made on the old Certificate or Certificates
      with respect to which such new Certificate is issued and the date to which
      interest accrued on such old Certificate or Certificates has been
      paid.  The Indenture Trustee shall not be required to register the
      transfer of or exchange any surrendered Certificates as above provided during
      the five calendar day period preceding the due date of any payment on such
      Certificates.  The Borrower and the Indenture Trustee shall treat the
      Person in whose name each Certificate is registered on the Certificate Register
      as the Certificate Holder with respect thereto for all purposes hereof until
      due
      presentment for registration of transfer as provided in this
      Section 2.08.  The Indenture Trustee shall give the Borrower and
      each Certificate Holder prompt written notice of such transfer of a Certificate
      under this Section 2.08.  Each Holder of a Certificate, by its
      acceptance thereof, agrees to comply with the requirements of Section 8(g)
      of
      the Loan Agreement, and that any transfer of any Certificate acquired by it
      hereunder shall not be effected unless the transferee shall have delivered
      to
      the Indenture Trustee and the Borrower a written representation as to the
      matters specified in Section 8(g) of the Loan Agreement and, notwithstanding
      the
      above, such transferee by its acceptance of a Certificate shall be deemed to
      have made such a representation as of its date of acceptance.




Section
      2.09  Mutilated,
      Destroyed, Lost
      or Stolen Certificates.  If any Certificate shall become
      mutilated, destroyed, lost or stolen, the Borrower shall, upon the written
      request of the affected Certificate Holder, execute, and the Indenture Trustee
      shall authenticate and deliver in replacement thereof, a new Certificate, in
      the
      same principal amount, dated the date of such Certificate and designated as
      issued under this Indenture.  If the Certificate being replaced has
      become mutilated, such Certificate shall be surrendered to the Indenture Trustee
      and a photocopy thereof shall be furnished to the Borrower by the Indenture
      Trustee.  If the Certificate being replaced has been destroyed, lost
      or stolen, the affected Certificate Holder shall furnish to the Borrower and
      the
      Indenture Trustee such security or indemnity as may be reasonably required
      by
      them to hold the Borrower and the Indenture Trustee harmless and evidence
      satisfactory to the Borrower and the Indenture Trustee of the destruction,
      loss
      or theft of such Certificate and of the ownership thereof; provided, however,
      that if the
      affected Certificate Holder is the Original Certificate Holder, the written
      notice of such destruction, loss or theft and such ownership and the written
      undertaking of such Certificate Holder delivered to the Borrower and the
      Indenture Trustee to hold harmless the Borrower and the Indenture Trustee in
      respect of the execution, authentication and delivery of such new Certificate
      shall be sufficient evidence, security and indemnity.




Section
      2.10  Payment
      of Expenses on
      Transfer.  Upon the issuance of a new Certificate or new
      Certificates pursuant to Section 2.08 or 2.09, the Borrower and/or the
      Indenture Trustee may require from the party requesting such new Certificate
      or
      Certificates payment of a sum sufficient to reimburse the Borrower and/or the
      Indenture Trustee for, or to provide funds for, the payment of any Tax or other
      governmental charge in connection therewith or any charges and expenses and
      reasonable out-of-pocket expenses including reasonable attorneys’ fees connected
      with such Tax or other governmental charge paid or payable by the Borrower
      or
      the Indenture Trustee.




Section
      2.11  Prepayment.  (a)  So
      long as no Event of Default has occurred and is continuing, the Borrower may,
      at
      any time after the first principal repayment date and on 30 days’ irrevocable
      written notice to the Indenture Trustee, prepay on the date specified in such
      notice in whole, or in part, the Loan Certificates then outstanding at the
      principal amount thereof (or portion thereof to be repaid), together with
      accrued interest thereon to the date of prepayment plus all Break Amount, if
      any, and all other amounts then due to the Holders of the Certificates
      hereunder, thereunder and under the other Operative Documents; provided that
      any
      partial prepayment shall be in an aggregate original principal amount of at
      least $[***] and in $[***] multiples thereof unless the Borrower is prepaying
      [***] of the outstanding principal amount in full, and the amount thereof shall
      be specified in such written notice.  The Indenture Trustee will give
      prompt notice of the Borrower’s intent to prepay to the Certificate
      Holders.




(b)  (i)            The
      Certificates shall be prepaid in full, but not in part, together with accrued
      interest thereon to the date of prepayment (but excluding all Make-Whole Amount)
      and all other amounts due hereunder and under the other Operative Documents
      to
      the Certificate Holders upon the occurrence of an Event of Loss with respect
      to
      the Airframe (unless pursuant to Section 5.01, a Replacement Airframe,
      together with the same number of Replacement Engines as the Engines, if any,
      subject to such Event of Loss, shall have been substituted for the Airframe
      and
      the Engines subject to such Event of Loss), on the earlier of the date of the
      Borrower’s payment with respect to such Event of Loss in Section 5.01 or
      the last day permitted for such payment under said
      Section 5.01.  The Indenture Trustee will give notice of
      prepayment to the Certificate Holders under this Section 2.11(b)(i)
      promptly.




(ii)  The
      Certificates held by any Holder making a claim under Section 2.15 hereof or
      Section 7(d) of the Loan Agreement may be prepaid in full, together with
      accrued interest thereon to the date of prepayment plus all Break Amount and
      all
      other amounts due hereunder (including, without limitation, under
      Section 2.15 hereof or Section 7(d) of the Loan Agreement) and under
      the other Operative Documents by the Borrower upon providing at least five
      Business Days’ prior written notice to such Holder of its intention to so prepay
      such Holder’s Certificates.  Upon receipt by the Indenture Trustee of
      the amounts required for prepayment as provided in this clause (ii), the
      Indenture Trustee shall pay such amounts to the affected Holder.




(c)  On
      the
      second Business Day prior to the occurrence or anticipated occurrence of a
      Pinnacle Event or Change in Control, the Requisite Portion of the Certificates
      shall become due and payable, and the Borrower shall immediately prepay the
      Certificates in an amount equal to the Requisite Portion thereof, together
      with
      accrued interest thereon to the date of prepayment plus any Break Amount and
      all
      other amounts due thereunder and hereunder and under the other Operative
      Documents.




(d)  In
      the
      event that any Certificate Holder is entitled to a payment under Section 2.15
      hereof or Section 7(c) of the Loan Agreement, the Borrower and such Certificate
      Holder shall cooperate for a period of 60 days to:




(i)  first,
      restructure the Loan for such Certificate Holder so as to eliminate the need
      for
      any such payment (it being agreed that such Certificate Holder shall have no
      obligation to proceed with such restructuring to the extent such restructuring
      would:




(1)  result
      in
      an adverse regulatory consequence for such Certificate Holder; or




(2)  involve
      any unreimbursed or unindemnified cost for such Certificate Holder);
      or




(ii)  if
      no
      restructuring can be arranged, attempt, with the Borrower acting as marketing
      agent, to find an entity reasonably satisfactory to such Certificate Holder
      to
      purchase its Certificate.




The
      affected Certificate Holder shall be paid (by the purchasing entity or the
      Borrower) the outstanding principal balance of the Certificate, all accrued
      and
      unpaid interest thereon, any Break Amount incurred (calculated as if such
      purchase were a prepayment of such Certificate) and all other amounts owed
      to
      such Certificate Holder under any Operative Document as a condition precedent
      to
      such purchase.




In
      the
      event the Borrower is unable to find a purchaser of such Certificate, then,
      so
      long as no Default or Event of Default shall have occurred and be continuing
      on
      at least 5 Business Days’ prior written notice, the Borrower may prepay on the
      date specified in its notice of prepayment, in whole such Certificate at the
      principal amount thereof together with accrued and unpaid interest thereon
      to
      the date of prepayment plus the Break Amount, if any and all other amounts
      due
      to such Certificate Holder hereunder, thereunder and under the other Operative
      Documents.




Section
      2.12  Provisions
      Relating to
      Prepayment.  (a)  Notice of prepayment having been
      given, the principal amount of the Certificates so to be prepaid, plus accrued
      interest thereon to the date of prepayment, together with any required Break
      Amount, herein provided, shall become due and payable on the prepayment
      date.




(b)  On
      the
      date fixed for prepayment under Section 2.11, immediately available funds
      in Dollars shall be deposited by the Borrower in the account of the Indenture
      Trustee at the place and by the time and otherwise in the manner provided in
      Section 2.05, in an amount equal to the principal amount of Certificates to
      be prepaid together with accrued and unpaid interest thereon to the date fixed
      for such prepayment, any required Break Amount, and all other amounts then
      due
      to the Holders of the Certificates hereunder and under the other Operative
      Documents.




(c)  Each
      Holder of a Certificate shall furnish to the Borrower, with a copy to the
      Indenture Trustee, by no later than the Business Day next preceding the
      scheduled prepayment date, a certificate setting forth in reasonable detail
      the
      calculation of the amounts of Break Amount due to such Holder, which certificate
      shall be conclusive and binding absent manifest error.




Section
      2.13  Reserved.




Section
      2.14  Certificates
      in Respect of
      Replacement Aircraft.  Upon the execution and delivery of an
      Indenture Supplement covering a Replacement Airframe or Replacement Engine,
      as
      provided in Section 5.01, each Certificate shall be deemed to have been
      issued in connection with such Replacement Airframe and Replacement Engine
      and
      each Certificate issued thereafter upon a transfer or exchange of, or as a
      replacement for, a Certificate, shall be designated as having been issued in
      connection with such Replacement Airframe and Replacement Engine, but without
      any other change therein except as provided for in this
      Article II.




Section
      2.15  Increased
      Costs.  (a)  The Borrower shall pay directly to each
      Certificate Holder from time to time such amounts as such Certificate Holder
      may
      determine to be necessary to compensate such Certificate Holder for any increase
      in actual costs that such Certificate Holder reasonably determines are
      attributable to its making or maintaining of its Loan or the loans evidenced
      by
      its Certificate or funding arrangements utilized in connection with such loans,
      or any reduction in any amount receivable by such Certificate Holder hereunder
      in respect of any of its Loans, such loans or such arrangements (such increases
      in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting
      from any Regulatory Change that:




(i)  imposes
      any Tax that is the functional equivalent of any reserve, special deposit or
      similar requirement of the sort covered by Section 2.15(a)(ii); or




(ii)  imposes
      or modifies any reserve, special deposit or similar requirements (including
      any
      Reserve Requirement) relating to any extensions of credit or other assets of,
      or
      any deposits with or other liabilities of, such Certificate Holder (including,
      without limitation, any of such loans or any deposits referred to in the
      definition of “LIBO
      Rate”), or any such obligations; or




(iii)  imposes
      any other condition affecting this Agreement or such Holder’s Certificate (or
      any of such extensions of credit or liabilities) or any such
      obligation.




(b)  Without
      limiting the effect of the foregoing provisions of this Section 2.15 (but
      without duplication), the Borrower shall pay directly to any Certificate Holder
      from time to time on request such amounts as such Certificate Holder may
      reasonably determine to be necessary to compensate such Certificate Holder
      (or,
      without duplication, the holding company of which such Certificate Holder is
      a
      subsidiary) for any increase in actual costs that it determines are attributable
      to the maintenance by such Certificate Holder (or any lending office or such
      holding company), pursuant to any law or regulation or any interpretation,
      directive or request (whether or not having the force of law and whether or
      not
      failure to comply therewith would be unlawful so long as compliance therewith
      is
      standard banking practice in the relevant jurisdiction) of any court or
      governmental or monetary authority following:




(i)  any
      Regulatory Change; or




(ii)  implementing
      any risk-based capital guideline or other similar requirement hereafter issued
      by any government or governmental or supervisory authority, of capital in
      respect of its Loans or such Certificate or funding arrangements utilized in
      connection with such Certificate; such compensation to include, without
      limitation, an amount equal to any reduction of the rate of return on assets
      or
      equity of such Certificate Holder (or any lending office or such bank holding
      company) could have achieved but for such law, regulation, interpretation,
      directive or request.




(c)  The
      affected Certificate Holder shall notify the Borrower of any event occurring
      after the date of this Agreement entitling such Certificate Holder to
      compensation under Sections 2.15(a) or (b) as promptly as practicable, but
      in
      any event within 60 days after such Certificate Holder obtains actual knowledge
      thereof, provided that, such Certificate Holder will use commercially reasonable
      efforts (at the Borrower’s expense) to mitigate the amount of the Additional
      Costs associated with such event, including designating a different lending
      office for its Certificate if such designation will avoid the need for, or
      reduce the amount of, such compensation and will not, in the reasonable opinion
      of such Certificate Holder, result in any economic, legal or regulatory
      disadvantage to such Certificate Holder (other than economic disadvantages
      for
      which the Borrower agrees to indemnify such Certificate Holder and which
      indemnity is acceptable to such Certificate Holder in its discretion acting
      reasonably based on its credit assessment of the Borrower).




(d)  The
      affected Certificate Holder will furnish to the Borrower an officer’s
      certificate setting forth in reasonable detail:




(i)  the
      events giving rise to such Additional Costs;




(ii)  the
      basis
      for determining and allocating such Additional Costs; and




(iii)  the
      amount of each request by such Certificate Holder for compensation under
      Sections 2.15(a) or (b) (subject, however, to any limitations such Certificate
      Holder may require in respect of disclosure of confidential information relating
      to its capital structure unless Borrower agrees to enter into a confidentiality
      agreement with such Certificate Holder), together with a statement that the
      determinations and allocations made in respect of the Additional Costs comply
      with the provisions of this Section 2.15.




Determinations
      and allocations by any Certificate Holder for purposes of this Section 2.15
      of
      the effect of any Regulatory Change pursuant to Section 2.15(a), or of the
      effect of capital maintained pursuant to Section 2.15(b), on its costs or rate
      of return of maintaining its Loan or its Certificate or its funding, or on
      amounts receivable by it in respect of its Certificate, and of the amounts
      required to compensate such Certificate Holder under this Section 2.15, shall
      be
      conclusive absent manifest error, provided that such determinations and
      allocations are made on a reasonable basis and, in the case of allocations,
      are
      made fairly.




(e)  The
      Borrower shall not be required to make payments under this Section to any
      Certificate Holder if (i) a claim hereunder arises through circumstances
      peculiar to such Certificate Holder and which do not affect commercial lenders
      in the same jurisdiction generally; (ii) such Certificate Holder is required
      by
      Section 2.15(f) to sell its Certificate to a designated purchaser (which may
      be
      the Borrower) but fails to do so (other than as a result of such designated
      purchaser failing to purchase such Certificate); (iii) such Certificate Holder
      is not also seeking indemnification against similar increased costs, to the
      extent it is entitled to do so, in transactions with substantial borrowers
      (it
      being agreed that an officer’s certificate to the contrary from such Certificate
      Holder shall constitute conclusive evidence of such fact); or (iv) the claim
      arises out of a voluntary relocation by such Certificate Holder of its lending
      office (it being understood that any such relocation effected pursuant to this
      Section 2.15 is not “voluntary”).




(f)  If
      any
      Certificate Holder gives notice of a claim against the Borrower under Section
      2.15(c), the Borrower shall have the right by notice to such Certificate Holder
      to request such Certificate Holder to sell, without representation or warranty
      (except for its own acts), its Certificate on a Business Day not fewer than
      ten
      days after the giving of such notice (the “PurchaseDate”)
      to a Person (which may
      be the Borrower) designated by the Borrower (the “Purchaser”) at a purchase
      price equal to either (A) the sum of (i) the aggregate outstanding principal
      amount of such Certificate, plus (ii) accrued interest to the Purchase Date,
      plus (iii) any Break Amount, if any, as if such Certificate was being prepaid
      pursuant to Section 2.11, plus (iv) all other amounts owing to such Certificate
      Holder under the Operative Documents, or (B) a lesser amount than the preceding
      clause (A), so long as the Borrower pays an additional amount sufficient to
      cover the amount of such shortfall (as compared to such clause
      (A)).




Section
      2.16  Illegality.  Notwithstanding
      any other provision of this Agreement or the Indenture, if any Certificate
      Holder (the “Illegal
      Certificate Holder”) shall notify any of the parties hereto that the
      introduction after the date of this Agreement of or any change after the date
      of
      this Agreement or any other Operative Document in or in the interpretation
      of
      any law or regulation makes it unlawful, or any central bank or other
      governmental authority asserts that it is unlawful, for such Certificate Holder
      to make, fund or allow to remain outstanding its Certificate, then such
      Certificate Holder shall, promptly after becoming aware of the same, deliver
      to
      the Borrower a certificate to that effect, and the Certificate Holder shall,
      at
      Borrower’s expense, use reasonable efforts to attempt to cure such illegality
      and in the event such illegality shall not have been cured, on or before the
      earlier of (a) the next Interest Payment Date or (b) thirty (30) days following
      such notification, the Borrower shall immediately prepay the aggregate
      outstanding principal amount of such Certificate in full, together with accrued
      interest thereon to the date of prepayment plus all the Break Amount, if any
      and
      all other amounts due thereunder and hereunder and under the other Operative
      Documents to such Illegal Certificate Holder.




ARTICLE III









REGISTRATION
      AND MAINTENANCE; OPERATION; POSSESSION AND LEASES; INSIGNIA




Section
      3.01  Registration
      and
      Maintenance.  The Borrower
      shall:  (1) (a) on the Closing Date, cause the Aircraft to
      be duly registered in its name (if not so registered) and, at all times
      thereafter, cause the Aircraft to remain duly registered in the United States
      of
      America in its name under the Federal Aviation Act (except to the extent that
      the Aircraft is registered in another country as permitted by the Operative
      Documents) and (b) on the Closing Date, cause this Trust Indenture to be
      duly filed for recording with the FAA and cause the international interest
      granted in the Airframe and Engines pursuant to the Trust Indenture to be
      registered pursuant to the Cape Town Convention, subject to the Indenture
      Trustee providing its consent to the International Registry with respect
      thereto, and, at all times thereafter, so long as any Certificate shall be
      outstanding or any amount shall be owing to any Holder, cause the Trust
      Indenture to be maintained of record as a first priority (subject to Permitted
      Liens) and perfected mortgage on the Aircraft (or, in the case of registration
      of the Aircraft outside of the United States, cause to be in force and effect
      documentation appropriate for that jurisdiction that protects the interests
      of
      the Holders on a first priority (subject to Permitted Liens) and perfected
      basis, including, without limitation, pursuant to the Cape Town Convention,
      if
      applicable); (2) maintain, service, repair, and overhaul (or cause to be
      maintained, serviced, repaired, and overhauled) the Aircraft (and any engine
      which is not an Engine but which is installed on the Aircraft) (a) so as to
      keep the Aircraft in as good an operating condition as when delivered to the
      Borrower by the Manufacturer (ordinary wear and tear excepted) and so as to
      keep
      the Aircraft in such condition as may be necessary to enable the airworthiness
      certification for the Aircraft to be maintained in good standing at all times
      under the Federal Aviation Act (or under the applicable requirements of another
      country of registry) except when (i) the Aircraft is being temporarily
      stored and is not operational, (ii) the Aircraft is being serviced,
      repaired, maintained, overhauled, tested or modified, in each case in compliance
      with the terms hereof, (iii) all Bombardier Model ____________ aircraft of
      comparable vintage and/or configuration have been grounded by the FAA, or
      (iv) laws or regulations affecting airworthiness are being contested in
      good faith and by appropriate proceedings so long as such proceedings do not
      materially adversely affect the Indenture Trustee or its interest in the
      Aircraft, and (b) in accordance with the Maintenance Program for the
      Aircraft and except during periods when a Lease is in effect, the same standards
      as the Borrower uses with respect to aircraft of similar size in its fleet
      and,
      during a period when a Lease is in effect, the same standards used by the Lessee
      thereunder with respect to similar aircraft of similar size in its fleet and
      operated by such Lessee in similar circumstances; and (3) maintain or cause
      to be maintained in English all records, logs and other materials required
      to be
      maintained in respect of the Aircraft by the FAA or the applicable regulatory
      agency or body of any other jurisdiction in which the Aircraft may then be
      registered.




Notwithstanding
      the registration requirements of clause (1)(a) of the preceding paragraph,
      the
      Borrower shall have the right, at any time so long as no Special Default or
      Event of Default shall have occurred and be continuing, with at least 45 days’
prior written notice, to register the Aircraft outside of the United
      States.  Any such change in registration shall be effected only in
      compliance with, and subject to all of the conditions set forth in, Annex A
      of
      this Trust Indenture.




Section
      3.02  Operation.  The
      Borrower will not (and will not permit any Lessee to) maintain, use, service,
      repair, overhaul or operate the Aircraft in violation of any law, rule,
      regulation, treaty, or order of any government or governmental authority
      (domestic or foreign) having jurisdiction over such activity, or in violation
      of
      any airworthiness certificate, license or registration relating to the Aircraft
      issued by any such authority (except minor or non-recurring violations with
      respect to which corrective measures are taken promptly by the Borrower or
      Lessee or which could not reasonably be expected to have a Material Adverse
      Effect), unless (i) the Borrower or any Lessee is contesting in good faith
      the validity or application of any such law, rule, regulation, treaty or order,
      or requirement under any certificate, license or registration, so long as such
      contest does not involve a material risk of the sale, forfeiture or loss of
      the
      Aircraft, the Airframe or any Engine, or the Indenture Trustee’s interest
      therein or any imposition of material civil or any criminal penalties against
      Indenture Trustee or any Certificate Holder or (ii) it is not possible for
      the
      Borrower (or a Lessee) to comply with the laws of a jurisdiction other than
      the
      United States (or other than any jurisdiction in which the Aircraft is then
      registered) because of a conflict with the applicable laws of the United States
      (or such jurisdiction in which the Aircraft is then registered), so long as
      the
      failure to comply with the laws of such jurisdiction does not involve a material
      risk of the sale, forfeiture or loss of the Aircraft, Airframe or any Engine
      or
      the Indenture Trustee’s interest therein or any imposition of material civil or
      any criminal penalties against Indenture Trustee or any Certificate
      Holder.  The Borrower will not operate or fly the Aircraft (i) in or
      to any war zone or any area of recognized hostility if the indemnities specified
      in Section 6.06 or War Risk Insurance, or some combination thereof, has not
      been
      obtained, or (ii) in any area excluded from coverage by any insurance required
      to be maintained by the terms of Article VI (or any indemnity issued pursuant
      to
      Section 6.06 hereof in lieu thereof); provided, however, that the failure of
      the
      Borrower to comply with the provisions of this sentence shall not give rise
      to
      an Event of Default hereunder where such failure is an extraordinary occurrence
      attributable to a hijacking, medical emergency, equipment malfunction, weather
      condition, navigational error or diversion forced by military
      aircraft.




Section
      3.03  Possession
      and
      Leases.  The Borrower will not, without the prior written
      consent of the Indenture Trustee (such consent not to be unreasonably withheld
      or delayed), lease or otherwise in any manner deliver, transfer or relinquish
      possession of the Airframe or any Engine or install or permit any Engine to
      be
      installed on any airframe other than the Airframe; provided that so long as
      no
      Event of Default shall have occurred and be continuing at the time of such
      Lease, delivery, transfer or relinquishment of possession or installation,
      the
      Borrower may, without the prior written consent of the Indenture
      Trustee:




(a)  subject
      or permit any Lessee to subject any Engine to normal interchange agreements
      or
      to normal pooling or similar arrangements, in each case customary in the airline
      industry and entered into by the Borrower (or any Lessee) in the ordinary course
      of its business with (w) a U.S. Air Carrier, (x) any Canadian air
      carrier who shall be authorized by the Canadian Minister of Transport to operate
      the Engine or (y) any other air carrier approved in writing by the
      Indenture Trustee (which approval will not be unreasonably withheld or delayed)
      who shall not then be subject to a proceeding or final order under applicable
      bankruptcy, insolvency or reorganization laws; provided that (i) no such
      agreement or arrangement contemplates or requires the transfer of title to
      the
      Airframe or any Engine and (ii) if the Borrower’s title to any Engine shall
      be divested under any such agreement or arrangement, such divestiture shall
      be
      deemed to be an Event of Loss with respect to such Engine and the Borrower
      shall
      (or shall cause any Lessee to) comply with Section 5.02 hereof in respect
      thereof;




(b)  deliver
      or permit any Lessee to deliver possession of the Airframe or any Engine (i)
      to
      the Manufacturer or the Engine Manufacturer, or to any Person for testing,
      service, repair, maintenance or overhaul work on the Airframe or any Engine
      or
      for alterations or modifications in or additions to the Airframe or Engine(s)
      or
      (ii) to any Person for the purpose of transport to a Person referred to in
      the preceding clause (i);




(c)  install
      or permit Lessee to install an Engine on (1) an airframe owned by the Borrower
      or such Lessee, free and clear of all Liens, except (i) Permitted Liens and
      those that do not apply to such Engine and (ii) the rights of third parties
      under normal interchange or pooling agreements and arrangements which are
      customary in the airline industry and do not contemplate or require the transfer
      of title to such Engine or (2) an airframe owned by the Borrower (or any
      Lessee), leased to the Borrower (or any Lessee), or owned or purchased by the
      Borrower (or any Lessee) subject to a conditional sale or other security
      agreement, provided that (A) such airframe is free and clear of all Liens,
      except (i) in the case of airframes leased to the Borrower (or any Lessee)
      or owned or purchased by the Borrower (or any Lessee) subject to a conditional
      sale or other security agreement, the rights of the parties to the lease or
      conditional sale agreement or other security agreement covering such airframe,
      or their assignee, (ii) Permitted Liens, and (iii) the rights of other
      air carriers under normal interchange agreements which are customary in the
      airline industry and do not contemplate or require the transfer of title to
      such
      Engine, and (B) any such lease, conditional sale or other security
      agreement provides that such Engine shall not become subject to the Lien of
      such
      lease, conditional sale or other security agreement, notwithstanding the
      installation thereof on such airframe, and the inclusion in such agreement
      of a
      provision similar to the last paragraph of this Section 3.03 shall satisfy
      such requirement;




(d)  install
      or permit Lessee to install an Engine on an airframe owned by the Borrower
      or
      Lessee, leased to the Borrower or purchased by the Borrower or Lessee subject
      to
      a conditional sale or other security agreement under circumstances where
      paragraph 3.03(c) above is inapplicable, provided that such installation
      shall be deemed an Event of Loss with respect to such Engine and the Borrower
      shall comply with Section 5.02 hereof in respect thereof, the Indenture
      Trustee not intending hereby to waive any right or interest it may have to
      or in
      such Engine under applicable law until compliance by the Borrower with such
      Section 5.02;




(e)  transfer
      or permit any Lessee to transfer possession of the Airframe or any Engine to
      the
      United States of America or any instrumentality or agency thereof pursuant
      to
      CRAF so long as the Borrower (or such Lessee) shall promptly notify the
      Indenture Trustee upon transferring possession of the Airframe or any Engine
      to
      the United States of America or any agency or instrumentality thereof pursuant
      to such program and provide the Indenture Trustee with the name and address
      of
      the Contracting Office Representative for the Military Aircraft Command of
      the
      United States Air Force to whom notice must be given in the event the Indenture
      Trustee desires to give notice as provided in Article IX
      hereof;




(f)  transfer
      or permit any Lessee to transfer possession of the Airframe or any Engine to
      the
      United States of America or any instrumentality or agency thereof which bears
      the full faith and credit of the United States of America; and




(g)  provided
      that no Special Default has occurred and is continuing, with the prior written
      consent of the Indenture Trustee (such consent not to be unreasonably withheld),
      enter into a lease of the Aircraft, the Airframe or any Engine
      with:  (a) any U.S. Air Carrier not then subject to bankruptcy,
      reorganization or insolvency proceedings; or (b) any non-U.S. Air Carrier
      principally based and domiciled in a country reasonably satisfactory to the
      Indenture Trustee if at the time of such lease the United States of America
      and
      Canada maintain normal diplomatic relations with the country in which such
      air
      carrier is based and the Indenture Trustee shall have received (A) evidence
      that:  (1) if requested by the Indenture Trustee (and such
      request is reasonable in light of the circumstances) and if and to the extent
      obtainable with reasonable effort, all necessary governmental approvals required
      for the leased equipment, the Airframe or any Engine, as the case may be, to
      be
      exported from the applicable country of domicile upon repossession of such
      leased equipment by the Indenture Trustee (and the Borrower as lessor) shall
      have been obtained prior to commencement of any such lease; and (2) the
      insurance requirements of Article VI are satisfied and (B) an opinion
      of counsel (which is reasonably satisfactory to the Indenture Trustee)
      that:  (1) it is not necessary for the Indenture Trustee or any
      Certificate Holder to register or qualify to do business in such country solely
      as a result of the proposed lease and without giving effect to any other
      activity of the Indenture Trustee or such Certificate Holder, unless the only
      result of such registration or qualification is a Tax or cost that the Borrower
      is indemnifying such party against; (2) that the Indenture Trustee’s Lien
      on the leased equipment will be recognized under the laws of such country;
      (3) the laws of such country of domicile require fair compensation by the
      government of such jurisdiction payable in a currency freely convertible into
      Dollars for the loss of the title to the leased equipment in the event of the
      requisition by such government of title (unless the Borrower shall provide
      insurance covering the risk of requisition of title to the leased equipment
      by
      the government of such jurisdiction so long as the leased equipment is subject
      to such lease); (4) the required agreement of such non-U.S. Air Carrier
      that its rights under the Lease are subject and subordinate to all of the terms
      of this Trust Indenture is enforceable against such non-U.S. Air Carrier under
      applicable law (subject only to customary exceptions to enforceability); and
      (5) there exist no possessory rights in favor of such Lessee under the laws
      of such jurisdiction which would, upon bankruptcy of the Borrower or other
      default by the Borrower or Lessee and assuming that at such time such Lessee
      is
      not insolvent or bankrupt, prevent the return of the Aircraft to the Borrower
      or
      the Indenture Trustee in accordance with and when permitted by the terms of
      Article IX hereof upon the exercise by the Indenture Trustee of remedies
      under Article IX hereof.




The
      rights of any Lessee or other transferee who receives possession by reason
      of a
      transfer permitted by this Section 3.03 (other than the transfer of an
      Engine deemed an Event of Loss) shall be subject and subordinate to, and any
      Lease permitted by this Section 3.03, shall expressly provide that it is
      subject and subordinate to, all the terms of this Trust Indenture; provided
      that
      in the case of the use of the Aircraft in CRAF the subject and subordinate
      requirements herein shall be subject to the notice specified in Article IX
      and other requirements of the CRAF program.  In the case of any Lease,
      the Borrower shall remain primarily liable hereunder for the performance of
      all
      of the terms of this Trust Indenture, and the terms of any such Lease shall
      not
      permit any Lessee to take any action not permitted to be taken by the Borrower
      hereunder with respect to the Aircraft and may permit the Borrower to cure
      any
      default by Lessee and to terminate the Lease upon such default; provided,
      however, that the Borrower may procure such performance from any Lessee pursuant
      to the relevant Lease, and the Indenture Trustee hereby agrees to accept such
      performance by such Lessee in satisfaction of the Borrower’s obligations
      hereunder; and provided further that all rights accruing hereunder to the
      Borrower shall likewise accrue to such Lessee.  Without the prior
      written consent of Indenture Trustee, which consent shall not be unreasonably
      withheld or delayed, no Lease shall permit the further leasing of the
      Aircraft.  Subject to Borrower’s obligations in paragraph (g)
      above, concurrently with the commencement of any Lease, Borrower shall deliver
      to Indenture Trustee (i) a notice stating the identity of the applicable
      Lessee and stating that no Event of Default shall have occurred and be
      continuing, that such Lease complies with this Section 3.03 and the
      applicable Lessee is not then subject to a proceeding or final order under
      applicable bankruptcy, insolvency or reorganization laws; (ii) an insurance
      certificate evidencing compliance with the requirements of this Lease; (iii)
      an
      opinion of counsel satisfying the requirement set forth in clause (a) of Annex
      A
      covering the country in which the Lessee is domiciled and addressing subleasing
      of the Aircraft rather than reregistration, if such opinion is required by
      the
      Operative Documents; and (iv) a copy of the Lease documentation.




Leases
      having a term in excess of six (6) months shall be assigned by Borrower to
      Indenture Trustee as security for Borrower’s obligations under the Trust
      Indenture; provided that, except
      during the continuance of an Event of Default, (x) the rentals payable
      thereunder shall not be required to be paid to the Indenture Trustee and
      (y) rights as lessor under any Lease shall not vest (to the exclusion of
      Borrower as lessor thereunder) in the Indenture Trustee.  During the
      continuance of an Event of Default the Indenture Trustee shall have the
      exclusive right to enforce the terms of such Lease.




In
      addition to the foregoing, with respect to any Lease to a Lessee that is
      situated in a Contracting State to the Cape Town Convention (as at the time
      of
      entry into such Lease, whether in respect of both the Airframe and the Engines
      or only the Airframe), in connection with such Lease, (A) each of Borrower
      and
      Indenture Trustee agree that there shall be registered with the International
      Registry (i) first, the international interest in the Airframe and Engines,
      as
      the case may be, vested in Borrower as lessor under the Lease and (ii) second,
      if Borrower is obligated to assign such Lease to Indenture Trustee, an
      assignment by Borrower of such international interest attributable to such
      Lease
      (excluding, in any case, Borrower’s ownership interest in the Aircraft) and (B)
      Borrower shall have received a favorable opinion of counsel (which is reasonably
      satisfactory to Indenture Trustee and Certificate Holder), and a supporting
      priority search certificate issued by the International Registry, regarding
      such
      registrations.  Indenture Trustee agrees that with respect to any
      Lease assigned to Indenture Trustee as provided herein, upon termination of
      such
      Lease, Indenture Trustee shall discharge at the International Registry Indenture
      Trustee’s interest in the Airframe and Engines attributable to the assignment of
      such Lease.




Any
      Wet
      Lease or similar arrangement under which the Borrower maintains operational
      control of the Aircraft shall not constitute a delivery, transfer or
      relinquishment of possession for purposes of this
      Section 3.03.  Any consolidation or merger of the Borrower or
      conveyance, transfer or lease of all or substantially all of the Borrower’s
      assets permitted by the Operative Documents shall not be prohibited by this
      Section 3.03.  In connection with any Lease, all necessary action
      shall be taken by Borrower at its expense which is required to continue the
      perfection of the Indenture Trustee’s perfected security interest in the
      Aircraft, the Airframe and the Engines.  The Borrower agrees to pay
      all reasonable out-of-pocket costs and reasonable expenses (including, without
      limitation, reasonable counsel fees and disbursements) of Indenture Trustee
      and
      each Certificate Holder in connection with any leasing pursuant to this
      Section 3.03.




The
      Indenture Trustee and each Certificate Holder agrees, for the benefit of the
      Borrower (and any Lessee) and for the benefit of any mortgagee or other holder
      of a security interest in any engine owned by the Borrower (or any Lessee),
      any
      lessor of any engine leased to the Borrower (or any Lessee) and any conditional
      vendor of any engine purchased by the Borrower (or any Lessee) subject to a
      conditional sale agreement or any other security agreement, that no interest
      shall be created hereunder in any engine so owned, leased or purchased and
      that  the Indenture Trustee and such Certificate Holder, and their
      respective successors or assigns, will not acquire or claim, as against the
      Borrower (or any Lessee) or any such mortgagee, lessor or conditional vendor
      or
      other holder of a security interest any right, title or interest in such engine
      as the result of such engine being installed on the Airframe.




Section
      3.04  Insignia.  On
      or prior to the Closing Date, or as soon thereafter as practicable, the Borrower
      agrees to affix and maintain (or cause to be affixed and maintained) in the
      cockpit of the Airframe and on each Engine (subject to temporary removal during
      maintenance) a nameplate bearing the inscription:




Mortgaged
      To




Wells
      Fargo Bank Northwest, National Association, as Indenture Trustee




(such
      nameplate to be replaced, if necessary, with a nameplate reflecting the name
      of
      any successor to the Indenture Trustee as permitted under the Operative
      Documents).




Nothing
      herein contained shall prohibit the Borrower (or any Lessee) from placing its
      customary colors and insignia on the Airframe or any Engine or from otherwise
      operating the Aircraft in its livery.




ARTICLE IV









REPLACEMENT
      AND POOLING OF PARTS; ALTERATIONS, MODIFICATIONS AND ADDITIONS




Section
      4.01  Replacement
      of
      Parts.  The Borrower will promptly replace or cause to be
      replaced all Parts which may from time to time become worn out, lost, stolen,
      destroyed, seized, confiscated, damaged beyond repair or permanently rendered
      unfit for use for any reason whatsoever, except as otherwise provided in
      Section 4.03.  In addition, the Borrower may, at its own cost and
      expense, or may permit a Lessee at its own cost and expense to, remove (or
      cause
      to be removed) in the ordinary course of maintenance, service, repair, overhaul
      or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized,
      confiscated, damaged beyond repair or permanently rendered unfit for use;
      provided, however, that the Borrower, except as otherwise provided herein,
      at
      its own cost and expense, will, or will cause, a Lessee at its own cost and
      expense to, replace such Parts as promptly as practicable.  All
      replacement parts (other than replacement parts temporarily installed as
      provided in Section 4.02) shall be free and clear of all Liens (except
      Permitted Liens and any arrangement permitted by Section 4.02), and shall
      be in as good an operating condition, and shall have a value and utility
      substantially equal to, the Parts replaced, assuming such replaced Parts were
      in
      the condition and repair required to be maintained by the terms
      hereof.  All Parts at any time removed from the Airframe or any Engine
      shall remain subject to the Lien of this Trust Indenture, no matter where
      located, until such time as such Parts shall be replaced by parts which meet
      the
      requirements for replacement parts specified above.  Immediately, upon
      any replacement part becoming incorporated or installed in or attached to the
      Airframe or any Engine, without further act (subject only to Permitted Liens
      and
      any arrangement permitted by Section 4.02 hereof), (i) such replacement part
      shall become subject to the Lien of this Trust Indenture and be deemed a Part
      for all purposes hereof to the same extent as the Parts originally incorporated
      or installed in or attached to the Airframe or such Engine and (ii) the replaced
      Part shall no longer be deemed a Part hereunder and shall be free and clear
      of
      the Lien of this Trust Indenture.




Section
      4.02  Pooling
      of Parts; Temporary
      Replacement Parts.  Any Part removed from the Airframe or any
      Engine as provided in Section 4.01 hereof may be subjected by the Borrower
      (or any Lessee) to a pooling arrangement of the type which is permitted for
      Engines by paragraph 3.03(a); provided that the part replacing such removed
      Part
      shall be incorporated or installed in or attached to such Airframe or Engine
      in
      accordance with Section 4.01 as promptly as practicable after the removal
      of such removed Part.  In addition, the Borrower (or any Lessee) may
      use temporary parts or pooled parts on the Aircraft as temporary replacements
      for Parts, provided that the Borrower (or any Lessee) as promptly thereafter
      as
      practicable, either (1) causes such pooled or temporary replacement part to
      become subject to the Lien of this Trust Indenture free and clear of all Liens
      other than Permitted Liens or (2) replaces such replacement part with a
      further replacement part owned by the Borrower (or any Lessee) which meets
      the
      requirements of Section 4.01 and which shall become subject to the Lien of
      this Trust Indenture, free and clear of all Liens other than Permitted
      Liens.




Section
      4.03  Alterations,
      Modifications
      and Additions.  The Borrower will make (or cause to be made)
      such alterations, modifications and additions to the Airframe and Engines as
      may
      be required to meet the applicable standards of the FAA or any other regulatory
      agency or body of the jurisdiction in which the Aircraft may be registered
      except when (i) the Aircraft is being temporarily stored and is not operational,
      (ii) all Bombardier Model _________ aircraft of comparable vintage and/or
      configuration have been grounded by the FAA, or (iii) the requirement to make
      such Mandatory Modification is  being contested in good faith and by
      appropriate proceedings so long as such proceedings do not materially adversely
      affect the Indenture Trustee or its interest in the Aircraft.  In
      addition, the Borrower, at its own expense may from time to time make (or permit
      a Lessee to make) such alterations and modifications in and additions to the
      Airframe or any Engine (each, an “Optional Modification”) as the
      Borrower may deem desirable in the proper conduct of its business, including
      removal of Parts which the Borrower (or Lessee) deems to be obsolete or no
      longer suitable or appropriate for use on the Airframe or such Engine (“Obsolete Parts”); provided
      that no such alteration, modification, removal or addition impairs the condition
      or airworthiness of the Airframe or such Engine, or materially diminishes the
      value, utility and remaining useful life of the Airframe or such Engine below
      the value, utility or remaining useful life thereof immediately prior to such
      Optional Modification (assuming the Airframe or such Engine was in the condition
      required by this Trust Indenture immediately prior to such Optional
      Modification).  All parts incorporated or installed in or attached or
      added to the Airframe or an Engine as the result of such alteration,
      modification or addition (except those parts which the Borrower has leased
      from
      others and Parts which may be removed by the Borrower pursuant to the next
      sentence) (the “Additional
      Part” or “Additional
      Parts”) shall, without further act, become subject to the Lien of this
      Trust Indenture.  Notwithstanding the foregoing, the Borrower (or
      Lessee) may remove any Additional Part, provided that such Additional Part
      (i)
      is in addition to, and not in replacement of or substitution for, any Part
      originally incorporated or installed in or attached to the Airframe or any
      Engine at the time of delivery thereof hereunder or any Part in replacement
      of
      or substitution for any such Part, (ii) is not required to be incorporated
      or
      installed in or attached or added to the Airframe or any Engine pursuant to
      the
      terms of Article III hereof or the first sentence of this Section 4.03, and
      (iii) can be removed from the Airframe or such Engine without impairing the
      airworthiness of the Airframe or such Engine or materially diminishing the
      value, utility and remaining useful life of the Airframe or such Engine required
      to be maintained pursuant to this Indenture which the Airframe or such Engine
      would have had at such time had such removal not occurred and such Additional
      Part had not been incorporated or installed in or attached to the Airframe
      or
      any Engine.  Upon the removal by Borrower or a Lessee of any Removable
      Part or Obsolete Part as above provided, such Part shall no longer be deemed
      a
      Part hereunder and shall be free and clear of the Lien of this Trust
      Indenture.




Section
      4.04  Improvements
      Owned by
      Others.  Notwithstanding any other provision of this Indenture,
      the Borrower may install, have installed or permit to be installed in the
      Aircraft audio-visual, entertainment or telephonic equipment owned by third
      parties and leased or otherwise furnished to the Borrower in the ordinary course
      of business, provided that such equipment meets all requirements for removal
      of
      Additional Parts as specified in Section 4.03, and the Lien of this Trust
      Indenture shall not attach thereto and the rights of the owners therein shall
      not constitute a default under the Operative Documents.




ARTICLE V









LOSS,
      DESTRUCTION, REQUISITION, ETC.




Section
      5.01  Event
      of Loss With Respect
      to the Aircraft.  (a) Upon the occurrence of an Event of Loss
      with respect to the Airframe or the Airframe, any Engines and/or engines then
      installed thereon, the Borrower shall forthwith but in any event within 15
      days
      of such occurrence give each Holder and the Indenture Trustee written notice
      of
      such Event of Loss, and within sixty (60) days after such occurrence, give
      the
      Indenture Trustee written notice of its election to perform one of the following
      options (it being understood that the failure to give such notice shall be
      deemed to be an election of the option set forth in paragraph (1)
      below.




1.           
      On or before the Business Day next following the earlier of (x) the 90th day
      following the occurrence of such Event of Loss or (y) the third Business Day
      following the receipt of the insurance proceeds in respect of such Event of
      Loss
      (but in any event not earlier than the date of Borrower’s election to make
      payment under this paragraph (1)), the Borrower shall pay or cause to be paid
      to
      the Indenture Trustee an amount equal to the aggregate amount of outstanding
      principal, (but without Make-Whole Amount, if any), interest and other amounts
      then due on or in respect of the Loan Certificates, or




2.           
      provided no Special Default or Event of Default shall have occurred and be
      continuing, not later than the 90th day following the occurrence of such Event
      of Loss (or the next succeeding Business day if the 90th day is not a Business
      Day) the Borrower shall cause to be subject to the Lien of the Trust Indenture
      pursuant to Section 5.01(c) an airframe and an engine for each Engine
      suffering such Event of Loss if any (of the same manufacturer of an equivalent
      or improved model as the Engine and suitable for installation and use on the
      Airframe and compatible with the other Engine mortgaged hereunder), in each
      case
      owned by the Borrower free and clear of all Liens (other than Permitted Liens)
      and having at least the value, utility and remaining useful life and being
      in as
      good an operating condition as the Airframe and corresponding Engine, if any,
      subject to such Event of Loss (in each case without taking into account hours,
      cycles and maintenance schedule) assuming that such Aircraft had been maintained
      in accordance with the terms of this Trust Indenture; provided that any aircraft
      or airframe so substituted hereunder shall be of the same or improved make
      and
      model as initially mortgaged hereunder and shall be in a passenger configuration
      (or will be brought into such configuration by Borrower before or at the time
      of
      any such substitution).




(b)  If
      the
      Borrower elects to replace the Aircraft, the Airframe, or the Airframe and
      one
      or more Engines pursuant to Section 5.01(a)(2) but fails to do so within the
      time period provided, the Borrower shall be deemed to have elected to pay,
      and
      shall pay, to the Indenture Trustee within three Business Days the amount
      determined in accordance with Section 5.01(a)(1).




(c)  Prior
      to
      or at the time of any substitution pursuant to Section 5.01(a)(2), the Borrower
      will:




1.           
      (A) cause a Trust Indenture Supplement with respect to any Replacement Airframe
      or Replacement Engine to be duly executed by the Borrower and filed for
      recording pursuant to the Federal Aviation Act, or the applicable laws, rules
      and regulations of any other jurisdiction in which the airframe is to be
      registered, and (B) cause a financing statement or other requisite documents
      of
      a similar nature to be filed pursuant to the Uniform Commercial Code in such
      place or places as necessary in order to perfect the security interests created
      by this Trust Indenture and any Trust Supplement in such Replacement Airframe
      and any Replacement Engine, and (C) register or consent to the registration
      with
      the International Registry of the contract of sale to Borrower and of the
      international interest in such Replacement Airframe and any Replacement Engine
      for the benefit of Indenture Trustee under this Indenture and the Indenture
      Supplement referred to above;




2.           
      furnish a certificate of its independent insurance broker to the effect that
      the
      insurance provisions of Article VI with respect to such Replacement
      Airframe or Replacement Engine have been complied with;




3.           
      furnish a certificate signed by a duly authorized officer of the Borrower
      stating the following on behalf of the Borrower:




(a)  with
      respect to any Replacement Airframe:  (i) a description of the
      Airframe which shall be identified by manufacturer, model, U.S. registration
      number (or other applicable registration information) and manufacturer’s serial
      number; (ii) a description of the Replacement Airframe to be received
      (including the manufacturer, model, U.S. registration number (or other
      applicable registration information) and manufacturer’s serial number);
      (iii) that on the date of the Trust Indenture Supplement relating to the
      Replacement Airframe the Borrower will be the owner of such Replacement
      Airframe, free and clear of all Liens except Permitted Liens, that such
      Replacement Airframe will on such date meet the requirements of
      Section 5.01(a)(2); and (iv) that no Special Default or Event of Default
      has occurred and is continuing, or




(b)  with
      respect to any Replacement Engine:  (i) a description of the
      Engine suffering the Event of Loss, which shall be identified by manufacturer’s
      serial number; (ii) a description of the Replacement Engine (including, in
      each case, the manufacturer’s name and serial number); (iii) that on the
      date of the Trust Indenture Supplement relating to the Replacement Engine,
      the
      Borrower will be the owner of such Replacement Engine, free and clear of all
      Liens except Permitted Liens, that such Replacement Engine will on such date
      meet the requirements of Section 5.01(a)(2).




4.           
      furnish the appropriate instruments assigning to the Indenture Trustee as
      additional collateral under this Trust Indenture the benefit of Manufacturer’s
      warranties with respect to such (A) Replacement Airframe substantially the
      same
      as the Aircraft Warranties, to the extent then in effect and (B) Replacement
      Engine substantially the same as the Engine Warranties, to the extent then
      in
      effect.




5.           
      deliver a certificate from a firm of independent aircraft appraisers reasonably
      satisfactory to the Indenture Trustee confirming the value, utility and
      remaining useful life requirements set forth in Section 5.01(a)(2) with respect
      to the Replacement Airframe and any Replacement Engine.




6.           
      provide an opinion or opinions from the Borrower’s counsel reasonably
      satisfactory to the Indenture Trustee, with a supporting priority search
      certificate issued by the International Registry to the effect that the Trust
      Indenture Supplement and warranty assignment referred to in clauses (1) and
      (4)
      above have been duly authorized and delivered, the Replacement Airframe and
      any
      Replacement Engines (together the “Replacement Property”) are
      free and clear of all Liens of record with the FAA and International Registry
      other than Permitted Liens, the Indenture Trustee is entitled to the benefits
      of
      11 USC §1110 with respect to the Aircraft which includes the Replacement
      Property to the same extent as with respect to the Aircraft immediately prior
      to
      the applicable Event of Loss, the Replacement Property has been duly subjected
      to the Lien of the Trust Indenture on a first priority (subject to Permitted
      Liens) and perfected basis (or, if the Aircraft is not then subject to U.S.
      registry, having the same priority and perfection required to be maintained
      under the Operative Documents in respect of the property being so replaced),
      the
      Trust Indenture Supplement subjecting such Replacement Property to the Trust
      Indenture has been duly filed for recordation pursuant to the Federal Aviation
      Act or any other law then applicable if the Aircraft is not registered in the
      United States and that the registrations with the International Registry
      required under clause (C) of paragraph 1 above have been made.




Upon
      compliance by the Borrower with all of the terms of Section 5.01(c)
      applicable to any Replacement Airframe or Engine, the Airframe and any Engines
      suffering such Event of Loss shall cease to be an “Airframe” and “Engine”
hereunder, and the Indenture Trustee will execute such documents and provide
      its
      consent to the International Registry as Borrower shall request to release
      from
      the Lien of this Trust Indenture the Aircraft or the Airframe and one or more
      Engines, with respect to which such Event of Loss occurred.  For all
      purposes hereof, the property so substituted shall after such transfer be deemed
      part of the property subject to the Lien of this Trust Indenture and shall
      be
      deemed an “Aircraft,” “Airframe” and “Engine,” as the case may be, as defined
      herein.




Section
      5.02  Event
      of Loss With Respect
      to an Engine.  (a)  Upon the occurrence of an Event
      of Loss with respect to an Engine under circumstances in which there has not
      occurred an Event of Loss with respect to the Airframe, the Borrower shall
      within 15 days give the Indenture Trustee written notice
      thereof.  Within ninety (90) days after the occurrence of such Event
      of Loss (or, in the case of an Event of Loss described in clause (vi) of the
      definition thereof, within ninety (90) days after the Chief Financial Officer,
      Treasurer, any Vice President or other officer of the Borrower elected by the
      Borrower’s Board of Directors has received actual knowledge of such Event of
      Loss), as replacement for the Engine with respect to which such Event of Loss
      occurred, the Borrower shall subject to the Lien of this Trust Indenture another
      _____________ Model ___________ engine (or an engine of the same manufacturer
      of
      an equivalent or an improved model and suitable for installation and use on
      the
      Airframe and compatible with the other Engine mortgaged hereunder), free and
      clear of all Liens (other than Permitted Liens) and having a value, utility
      and
      remaining useful life (without regard to hours, cycles and maintenance schedule)
      at least equal to the Engine subject to such Event of Loss, assuming such Engine
      was maintained in accordance with the provisions of this Trust
      Indenture.




(b)  Unless
      a
      Special Default or Event of Default shall have occurred and be continuing,
      upon
      not less than fifteen days’ prior written notice to Indenture Trustee, Borrower
      may replace any Engine subject to the Lien of this Trust Indenture with another
      engine (the “Exchanged
      Engine”) meeting the requirements of Section 5.02(a) for a Replacement
      Engine.  Such Exchanged Engine shall be deemed to be a “Replacement
      Engine” and Borrower and Indenture Trustee shall comply with the provisions of
      Section 5.02(c) with regard to the Exchanged Engine and the Engine so
      replaced.




(c)  Prior
      to
      or at the time of any substitution pursuant to Section 5.02(a) or 5.02(b),
      the Borrower will (i) cause a Trust Indenture Supplement with respect to such
      Replacement Engine to be duly executed and filed for recording pursuant to
      the
      Federal Aviation Act, or the applicable laws, rules and regulations of any
      other
      jurisdiction in which the Airframe may then be registered, and register or
      consent to the registration with the International Registry of the international
      interest in such Replacement Engine for the benefit of Indenture Trustee under
      this Indenture and the Indenture Supplement referred to above and the sale
      to
      Borrower of such Replacement Engine) shall have been registered on the
      International Registry, (ii) furnish the Indenture Trustee with an opinion
      or
      opinions of the Borrower’s counsel with a supporting priority search certificate
      issued by the International Registry to the effect that such Replacement Engine
      is free and clear of all Liens of record with the FAA and International Registry
      (other than Permitted Liens), and that upon execution and filing of the Trust
      Indenture Supplement or other required document (which Borrower has caused
      to be
      prepared) the Replacement Engine will be subject to the Lien of the Trust
      Indenture on a first priority (subject to Permitted Liens) and perfected basis
      (or, if the Aircraft is not then subject to U.S. registry, having the same
      priority and perfection required to be maintained under the Operative Documents
      in respect of the property being so replaced) and that the registrations with
      the International Registry required under the preceding clause (i) have been
      made, (iii) furnish the certificate required to be furnished under clause (3)(b)
      of Section 5.01(c) hereof, (iv) furnish the appropriate instruments required
      to
      be furnished under clauses 4 and 5 of Section 5.01(c) hereof with respect to
      a
      Replacement Engine and (v) furnish the Indenture Trustee with a certificate
      of
      its regularly retained independent insurance broker to the effect that the
      insurance provisions of Article VI with respect to such Replacement Engine
      have
      been complied with.  Upon compliance by the Borrower with all of the
      terms of this Section 5.02(c) such Engine suffering the Event of Loss shall
      thereupon cease to be an Engine secured hereunder, and the Indenture Trustee
      will execute such documents and provide its consent to the International
      Registry as Borrower shall request to release such Engine from the Lien of
      this
      Trust Indenture.  For all purposes hereof, each such Replacement
      Engine shall, after such compliance, be deemed an “Engine”
hereunder.




Section
      5.03  Application
      of
      Payments.  Any payments (other than insurance proceeds in
      respect of damage or loss not constituting an Event of Loss, the application
      of
      which is provided for in Article VI) received at any time by the Borrower
      or the Indenture Trustee from any governmental authority or other Person with
      respect to an Event of Loss will be applied as follows:




1.           
      If payments are received with respect to the Airframe (or the Airframe, any
      Engines or engines then installed thereon), (a) unless the same are
      replaced pursuant to Section 5.01, after reimbursement of the Indenture
      Trustee and the Holders for reasonable costs and expenses, so much of such
      payments up to the amount required to be paid by the Borrower pursuant to
      Section 5.01 shall be paid to the Indenture Trustee and applied in
      reduction of the Borrower’s obligation to pay such amounts, if not already paid
      by the Borrower, or, if already paid by the Borrower, shall be applied to
      reimburse the Borrower for its payment of such amounts, and following the
      foregoing application, the balance, if any, of such payments shall be paid
      to
      the Borrower or (b) if such property is to be replaced pursuant to
      Section 5.01, the balance of such payments remaining after reimbursement of
      the Indenture Trustee and the Holders for reasonable costs and expenses shall
      be
      paid over to or retained by the Indenture Trustee, and upon completion of such
      replacement, or to pay for such replacement, to the Borrower; provided, that
      the
      Borrower shall have fully performed or, concurrently therewith, will fully
      perform the terms of Section 5.01(c)` with respect to the Event of Loss for
      which such payments are made; and




2.           
      If such payments are received with respect to an Engine under circumstances
      contemplated by Section 5.02 hereof, so much of such payments remaining
      after reimbursement of the Indenture Trustee for reasonable costs and expenses
      shall be paid over to, or retained by, the Borrower, provided that the Borrower
      shall have fully performed, or will perform, the terms of Section 5.02(c)
      with respect to the Event of Loss for which such payments are made.




Section
      5.04  Requisition
      for Use of the
      Aircraft by the United States Government or the Government of Registry of the
      Aircraft.  In the event of the requisition for use of the
      Airframe or the Engines or engines installed on the Airframe by the government
      of the United States of America or any other government of registry of the
      Aircraft or any instrumentality or agency of any thereof or a CRAF activation,
      in either case not constituting an Event of Loss, the Borrower shall promptly
      notify the Indenture Trustee of such requisition or activation, and all of
      the
      Borrower’s obligations under this Trust Indenture Agreement with respect to the
      Aircraft shall continue to the same extent as if such requisition or activation
      had not occurred except to the extent that the performance or observance of
      any
      obligation by the Borrower shall have been prevented or delayed by such
      requisition (it being understood that the foregoing exception shall not diminish
      the Borrower’s obligations once any such requisitioned Airframe or Engine has
      been returned to the Borrower).  All payments received by the
      Indenture Trustee or the Borrower from such government for the use of such
      Airframe and Engines or engines shall be paid over to, or retained by, the
      Borrower.  No such requisition shall result in any reduction of any
      payments or interest on the Certificates due to the Certificate Holders under
      the Operative Documents.




Section
      5.05  Application
      of Payments
      During Existence of Special Defaults or Events of Default.  Any
      amount referred to in this Article V which is payable to or retainable by
      the Borrower shall not be paid to or retained by the Borrower if at the time
      of
      such payment or retention a Special Default or an Event of Default shall have
      occurred and be continuing, but shall be held by or paid over to the Indenture
      Trustee as security for the obligations of the Borrower (or such Lessee) under
      this Trust Indenture and, if the Indenture Trustee declares this Trust Indenture
      to be in default pursuant to Article IX hereof, applied against the
      Borrower’s obligations hereunder as and when due.  At such time as
      there shall not be continuing any such Special Default or Event of Default,
      such
      amount shall be paid to the Borrower to the extent not previously applied in
      accordance with the preceding sentence.




ARTICLE VI









INSURANCE




Section
      6.01  Borrower’s
      Obligation to
      Insure.  Borrower shall comply with, or cause to be complied
      with, each of the provisions of Annex B, which provisions are hereby
      incorporated by reference as if set forth in full herein.




Section
      6.02  Insurance
      for Own
      Account.  Nothing in this Article VI shall limit or prohibit
      (a) Borrower from maintaining the policies of insurance required under this
      Article VI with higher limits than those specified in this Article VI or other
      insurance for its own account or (b) Indenture Trustee or any Certificate
      Holder from obtaining insurance for its own account (and any proceeds payable
      under such separate insurance shall be payable as provided in the policy
      relating thereto); provided, however, that no insurance may be obtained or
      maintained that would limit or otherwise adversely affect the coverage of any
      insurance required to be obtained or maintained by Borrower pursuant to this
      Article VI, it being understood that all salvage rights to the Airframe or
      Engines shall remain with the Borrower’s insurers at all times.




Section
      6.03  Application
      of Insurance
      Proceeds.  As between Borrower and Indenture Trustee, all
      insurance proceeds received as a result of the occurrence of an Event of Loss
      with respect to the Aircraft or any Engine under policies required to be
      maintained by Borrower pursuant to Article VI will be applied as provided in
      Section 5.03.  All proceeds of insurance required to be
      maintained by Borrower, in accordance with this Article VI, in respect of any
      property damage or loss not constituting an Event of Loss with respect to the
      Aircraft, Airframe or any Engine will be paid to the Indenture Trustee (unless
      such proceeds do not exceed the Threshold Amount, in which case they will be
      paid to Borrower), and applied in payment (or to reimburse Borrower) for repairs
      or for replacement property, and any balance remaining after such repairs or
      replacement with respect to such damage or loss shall be paid over to, or
      retained by, Borrower.




Section
      6.04  Indemnification
      by
      Government in Lieu of Insurance.  Notwithstanding any
      provisions of this Article VI requiring insurance, the Indenture Trustee
      agrees to accept, in lieu of insurance against any risk with respect to the
      Aircraft, indemnification from, or insurance provided by, the government of
      the
      United States of America or any agency or instrumentality thereof the
      obligations of which are supported by the full faith and credit of the
      government of the United States of America, against such risk in an amount
      which, when added to the amount of insurance against such risk maintained by
      the
      Borrower (or any Lessee) shall be at least equal to the amount of insurance
      against such risk otherwise required by this Article VI (taking into
      account self insurance permitted by Annex B).  The Borrower shall
      furnish to the Indenture Trustee and to the Certificate Holders, in advance
      of
      attachment of such indemnity or insurance, a certificate of a responsible
      financial or legal officer of the Borrower confirming in reasonable detail the
      amount and scope of such indemnification or insurance and that such
      indemnification or insurance complies with the preceding sentence.




Section
      6.05  Application
      of Payments
      During Existence of a Special Default or an Event of
      Default.  Any amount referred to in this Article VI which
      is payable to or retainable by or to be held for the benefit of the Borrower
      (or
      any Lessee) shall not be paid to or retained by or held for the benefit of
      the
      Borrower (or any Lessee) if at the time of such payment or retention a Special
      Default or an Event of Default shall have occurred and be continuing, but shall
      be held by or paid over to the Indenture Trustee, as security for the
      obligations of the Borrower under this Trust Indenture and, if the Indenture
      Trustee shall have declared this Trust Indenture to be in default, applied
      against the Borrower’s obligations hereunder as and when due.  At such
      time as there shall not be continuing any such Special Default or Event of
      Default, such amount shall be paid to the Borrower to the extent not previously
      applied in accordance with the preceding sentence.




ARTICLE VII









OTHER
      COVENANTS OF BORROWER




Section
      7.01  Liens.  The
      Borrower will not directly or indirectly create, incur, assume or suffer to
      exist any Lien on or with respect to the Aircraft, Airframe or Engines,
      Borrower’s title thereto or any of Borrower’s interest therein except
      (i) the rights of the Borrower as herein provided (including any Lease
      permitted pursuant to Section 3.03(g)), the Lien hereof and any other
      rights existing pursuant to the Operative Documents, (ii) Liens for Taxes
      of the Borrower (or any Lessee) either not yet due or being contested in good
      faith by appropriate proceedings, so long as the continuing existence of such
      Liens during such proceedings do not involve any material risk of the sale,
      forfeiture or loss of the Airframe or any Engine or any interest therein,
      (iii) mechanics’, suppliers’, workers’, repairers’, airport operators’, air
      traffic control authorities’, employees’ or other like Liens arising in the
      ordinary course of the Borrower’s or any Lessee’s business for amounts that are
      not overdue by more than ninety (90) days or are being contested in good faith
      by appropriate proceedings, so long as there is not, or the continuing existence
      of such Liens during such proceedings do not involve, any material risk of
      sale,
      forfeiture or loss of the Airframe or any Engine or any material interest
      therein, (iv) Liens arising out of any judgment or award against the
      Borrower (or any Lessee) so long as within 30 days after entry thereof a stay
      of
      execution shall have been entered or such Lien shall have been discharged or
      vacated, so long as such Liens do not result in a material risk of the sale,
      forfeiture or loss of the Airframe or any Engine or any material interest
      therein, (v) the rights of others under agreements or arrangements to the
      extent expressly permitted by the terms of Sections 3.03 or Article IV
      hereof, (vi) salvage or similar rights of insurers under policies required
      to be maintained by the Borrower (or Lessee) under Article VI hereof and
      (vii) any other Lien with respect to which the Borrower (or any Lessee)
      shall have provided a bond or other security in an amount and under terms
      reasonably satisfactory to the Indenture Trustee (Liens described in clauses
      (i)
      through (vii) being defined as “Permitted
      Liens”).  The Borrower will promptly, at its own expense, take
      (or cause to be taken) such actions as may be necessary duly to discharge any
      Lien not a Permitted Lien if the same shall arise at any time.




Section
      7.02  Inspection.  At
      all reasonable times, but no more than once in any 12-month period while there
      are Certificates outstanding (which limitation shall not be applicable if an
      Event of Default shall be continuing), the Indenture Trustee, or its authorized
      representatives (subject to no more than two inspecting persons per visit),
      may
      inspect the Aircraft and FAA (or other applicable governmental authority of
      the
      country of registry) required records of the Borrower (or any Lessee) relating
      to the maintenance of the Aircraft (at the inspecting party’s expense (other
      than in the case of an inspection occurring while an Event of Default has
      occurred and is continuing, in which case the Borrower shall bear the reasonable
      cost of such inspection)) and shall keep any information obtained thereby
      confidential as provided in Section 14 of the Loan
      Agreement.  Any such inspection of the Aircraft shall be upon
      reasonable advance notice from such inspecting party to the Borrower, shall
      be
      during normal business hours and shall be limited to a visual, walk-around
      inspection (including on-board inspection), but shall not include opening any
      panels, bays or the like without the express written consent of the Borrower;
      provided that, so long as no Event of Default shall have occurred and be
      continuing, no exercise of such inspection right shall interfere with the normal
      operation or maintenance of the Aircraft by, or the business of, the Borrower
      (or any Lessee).  Upon the written request of any Holder, Borrower
      will give, and will use reasonable efforts to cause any Lessee to give, such
      Holder notice of the next scheduled “C” check or other heavy maintenance visit
      with respect to the Aircraft or any Engine and afford such Person an opportunity
      to be present at the same without interfering (so long as no Event of Default
      has occurred and is continuing) in any material respect with the maintenance,
      operations or business of the Borrower or such Lessee.  Borrower shall
      furnish to the Indenture Trustee such additional information concerning the
      location, condition, use and operation of the Aircraft as the Indenture Trustee
      may reasonably request.  Neither the Indenture Trustee, or any Holder
      shall have any duty to make any such inspection nor shall any such Person incur
      any liability or obligation by reason of not making any such
      inspection.




Section
      7.03  Amendments,
      Supplements,
      Etc.  Forthwith upon the execution and delivery of each Trust
      Indenture Supplement from time to time required by the terms hereof and upon
      the
      execution and delivery of any amendment to this Trust Indenture, the Borrower
      at
      its own expense will cause such Trust Indenture Supplement or amendment to
      be
      duly filed for recordation, in accordance with the applicable laws of the
      government of registry of the Aircraft.  In addition, the Borrower
      will promptly and duly execute and deliver to the Indenture Trustee such further
      documents and take such further action as the Indenture Trustee may from time
      to
      time reasonably request in order to more effectively carry out the intent and
      purpose of this Trust Indenture and the other Operative Documents and to
      establish and protect the rights and remedies created or intended to be created
      in favor of the Indenture Trustee hereunder and to maintain the perfection
      of
      the Lien created by this Trust Indenture, including, without limitation, if
      reasonably requested by the Indenture Trustee, at the expense of Borrower,
      (x) upon preparation and execution by the appropriate party, the filing of
      all UCC financing and continuation statements and all similar notices required
      by applicable law at all times to be kept, filed and recorded in such manner
      and
      in such places as the Indenture Trustee may reasonably request and (y) the
      registration or consents to registrations, with the International Registry
      of
      international interests granted for the benefit of Indenture Trustee under
      this
      Indenture and any amendment or supplement hereto.




Section
      7.04  Access
      to or Furnishing of
      Information.  The Borrower agrees to furnish to the Indenture
      Trustee and each Holder:




(a)  as
      soon
      as available, but not later than 120 days after the close of each fiscal year
      occurring after the date hereof, (i) an unaudited balance sheet and related
      statements of each of the Borrower and Colgan Air, Inc. at and as of the end
      of
      such fiscal year, together with an unaudited statement of income and cash flows
      of each of the Borrower and Colgan Air, Inc. for such fiscal year, each of
      which
      shall be prepared in accordance with GAAP and (ii) an audited balance sheet
      and
      related statements of the Guarantor at and as of the end of such fiscal year,
      together with an audited statement of income and cash flows of the Guarantor
      for
      such fiscal year, each of which shall be prepared in accordance with
      GAAP;




(b)  as
      soon
      as available, but not later than 60 days after the close of each of the first
      three quarters of each fiscal year an unaudited balance sheet of each of the
      Borrower, Guarantor and Colgan Air, Inc. at and as of the end of such quarter,
      together with an unaudited statement of income and cash flows of each of the
      Borrower, Guarantor and Colgan Air, Inc. for such quarter, each of which shall
      be prepared in accordance with GAAP;




(c)  as
      soon
      as available, but not later than 120 days after the close of each fiscal year
      of
      the Borrower occurring while amounts are outstanding under the Loan Agreement
      or
      any Certificate, a certificate of the chief financial officer, Treasurer, any
      Vice President, or other officer of the Borrower elected by the Borrower’s Board
      of Directors stating that such authorized officer has reviewed the activities
      of
      the Borrower and that, to the knowledge of such authorized officer, there exists
      no Default or Event of Default hereunder;




(d)  from
      time
      to time, such other non-confidential (except to the extent the recipients are
      bound by confidentiality agreements reasonably acceptable to the Borrower)
      or
      non-proprietary information as the Certificate Holder may reasonably request;
      and




(e)  promptly
      after the occurrence thereof and actual knowledge thereof by a responsible
      officer of the Borrower, notice of any Event of Default.




Borrower
      shall be deemed compliant with any requirement pursuant to clauses (a) or (b)
      above to provide any financial information to the extent such information is
      available on EDGAR.




ARTICLE VIII









EVENTS
      OF DEFAULT




Each
      of
      the following events shall constitute an Event of Default (whether any such
      event shall be voluntary or involuntary or come about or be effected by
      operation of law or pursuant to or in compliance with any judgment, decree
      or
      order of any court or any order, rule or regulation of any administrative or
      governmental body), and, to the extent the Cape Town Convention is applicable,
      shall be the circumstances that shall constitute a “default” as referred to in
      Article 17(1) of the Consolidated Text, and each such Event of Default shall
      continue so long as, but only as long as, it shall not have been
      remedied:




Section
      8.01  Payment
      of Principal or
      Interest.  The Borrower shall have failed to make a payment of
      any principal or interest on the Loan and such failure shall continue for three
      (3) Business Days after the same shall have become due; or




Section
      8.02  Other
      Payments.  The Borrower shall have failed to make any payment
      of any amount other than principal and interest on the Loan after the same
      shall
      have become due and such failure shall continue for five (5) Business Days
      after
      the Borrower’s receipt of notice from the Indenture Trustee of the failure to
      make such payment when due; or




Section
      8.03  Insurance.  The
      Borrower shall fail to procure and maintain (or cause to be procured and
      maintained), with respect to the Aircraft, insurance required to be maintained
      in accordance with the provisions of Article VI hereof; or




Section
      8.04  Covenants.  The
      Borrower shall have failed to perform or observe, or caused to be performed
      and
      observed, in any material respect, any other covenant or agreement to be
      performed or observed by it under any Operative Document, and such failure
      shall
      continue unremedied for a period of thirty (30) Business Days after the
      Borrower’s or Guarantor’s receipt of written notice thereof from the Indenture
      Trustee; provided, however, that such grace period shall not apply if such
      breach gives rise to any reasonable likelihood of the sale, forfeiture or other
      loss of any portion of the Indenture Estate including the Aircraft or any
      interest therein; or




Section
      8.05  Representations
      and
      Warranties.  Any representation or warranty made by the
      Borrower or the Guarantor in any Operative Document or any certificate furnished
      by the Borrower or the Guarantor pursuant thereto shall prove to have been
      incorrect or misleading in any material respect at the time made;
      or




Section
      8.06  Voluntary
      Bankruptcy.  The commencement by the Borrower or the Guarantor
      of a voluntary case under the federal bankruptcy laws, as now constituted or
      hereafter amended, or any other applicable federal or state bankruptcy,
      insolvency or other similar law in the United States, or the consent by the
      Borrower or the Guarantor to the appointment of or taking possession by a
      receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
      similar official) of the Borrower or the Guarantor or for all or substantially
      all of its property, or the making by the Borrower or the Guarantor of any
      assignment for the benefit of creditors or the Borrower or the Guarantor shall
      take any corporate action to authorize any of the foregoing or to authorize
      a
      general payment moratorium; or




Section
      8.07  Involuntary
      Bankruptcy.  The commencement of an involuntary case or other
      proceeding in respect of the Borrower or the Guarantor under the federal
      bankruptcy laws as now or hereinafter constituted, or any other applicable
      federal or state bankruptcy, insolvency or other similar law in the United
      States or seeking the appointment of a receiver liquidator, assignee, custodian,
      trustee, sequestrator (or similar official) of the Borrower or the Guarantor
      or
      for all or substantially all of such Person’s property, or seeking the
      winding-up or liquidation of the Borrower’s or the Guarantor’s affairs and the
      continuation of any such case or other proceeding undismissed and unstayed
      for a
      period of ninety (90) consecutive days, or an order, judgment or decree shall
      be
      entered in any proceeding by any court of competent jurisdiction appointing,
      without the consent of the Borrower or the Guarantor, a receiver, trustee or
      liquidator of the Borrower or the Guarantor, or for all or substantially all
      of
      the Borrower’s or Guarantor’s property, or sequestering of all or substantially
      all of the property of the Borrower or Guarantor and any such order, judgment
      or
      decree or appointment or sequestration shall be final or shall remain in force
      undismissed, unstayed or unvacated for a period of ninety (90) consecutive
      days
      after the date of entry thereof; or




Section
      8.08  Judgment
      Default.  Final judgment or judgments for the payment of money
      in excess of $[***] shall be outstanding against Borrower for more than
      30 days from the date of its entry and has not been discharged in full,
      vacated, bonded (in a manner sufficient to satisfy such judgment(s)) or stayed;
      or




Section
      8.09  Intentionally
      Omitted.




Section
      8.10  US
      Air
      Carrier.  Borrower ceases to be a U.S. Air Carrier;
      or




Section
      8.11  Cross
      Default.  Any “Event of Default”(as defined in the Other
      Operative Documents, excluding any “Event of Default” of the type set forth in
      Section 8.14 below), termination event or similar event, howsoever described,
      shall have occurred and is continuing under any Other Operative Document;
      or




Section
      8.12  Guaranty.  The
      Guaranty ceases to be in full force and effect; or




Section
      8.13  Perfected
      Security
      Interest.  The Certificate Holders shall cease to hold a valid
      and perfected security interest in the Indenture Estate; or




Section
      8.14  Delta
      Connection
      Agreement.  The Delta Connection Agreement ceases to be in full
      force and effect;




provided,
      however,
      that, notwithstanding anything to the contrary contained in this
      Article VIII, any failure of the Borrower to perform or observe any
      covenant, condition, agreement or any error in a representation or warranty
      shall not constitute an Event of Default if such failure or error is caused
      solely by reason of any event that constitutes an Event of Loss so long as
      the
      Borrower is continuing to comply with all of the terms of Article V
      hereof.




ARTICLE IX









REMEDIES




Section
      9.01  General;
      Acceleration.  (a)  If an Event of Default shall have
      occurred and be continuing and so long as the same shall be continuing
      unremedied, then and in every such case, the Indenture Trustee may exercise
      any
      or all of the rights and powers and pursue any and all of the remedies pursuant
      to this Article IX; shall have and may exercise all of the rights and
      remedies of a secured party under the Uniform Commercial Code; and may exercise
      remedies available under the Cape Town Convention.




(b)  If
      an
      Event of Default referred to in Section 8.06 or 8.07 shall have occurred,
      then and in every such case the unpaid principal of all Certificates then
      outstanding, together with interest accrued but unpaid thereon, and all other
      amounts due to the holders of the Certificates thereunder and hereunder and
      under the other Operative Documents, shall, unless the Indenture Trustee acting
      upon the instructions of the Majority in Interest of Certificate Holders shall
      otherwise direct, immediately and without further act become due and payable,
      without presentment, demand, protest or notice, all of which are hereby
      waived.




(c)  If
      any
      other Event of Default shall have occurred and be continuing, then and in every
      such case, the Indenture Trustee may at any time, by written notice or notices
      to the Borrower, declare all the Certificates to be due and payable, whereupon
      the unpaid principal of all Certificates then outstanding, together with accrued
      but unpaid interest thereon, and all other amounts due to the holders of the
      Certificates thereunder, hereunder and under the other Operative Documents,
      shall immediately and without further act become due and payable without
      presentment, demand, protest or other notice, all of which are hereby
      waived.




(d)  If
      the
      principal of the Certificates shall have become due and payable pursuant to
      this
      Section 9.01, there shall also become due and payable, to the fullest
      extent permitted by law, to each holder of a Certificate upon demand, without
      presentment, protest or notice, all of which are hereby waived, the Break Amount
      therefor.




(e)  Subject
      to the consent of Majority in Interest of Certificate Holders, each Certificate
      Holder shall be entitled, at any sale pursuant to this Article IX, to
      credit against any purchase price bid at such sale by such Certificate Holder
      all or any part of the unpaid obligations owing to such Certificate Holder
      and
      secured by the Lien of this Indenture.  The Indenture Trustee and the
      Certificate Holders shall, upon any such purchase, acquire good title to the
      property so purchased, to the extent permitted by applicable law, free of all
      rights of redemption.




Section
      9.02  Repossession
      and
      Sale.  At any time during the continuation of an Event of
      Default, the Indenture Trustee, in addition to any rights it might otherwise
      have at law, may do either or both of the
      following:  (a)  upon the written demand of the Indenture
      Trustee and at the Borrower’s expense, cause the Borrower to return promptly,
      and the Borrower shall return promptly, all or any part of the Aircraft as
      the
      Indenture Trustee may so demand, to the Indenture Trustee at a major airport
      in
      the Borrower’s route system in one of the forty eight (48) contiguous states of
      the United States of America chosen by the Indenture Trustee, or, alternatively,
      the Indenture Trustee, at its option, may enter upon the premises where all
      or
      any part of the Aircraft is located and take immediate possession of and remove
      the same by summary proceedings or otherwise (and, at the Indenture Trustee’s
      option, store the same at the Borrower’s premises until disposal thereof by the
      Indenture Trustee), all without liability accruing to the Indenture Trustee
      for
      or by reason of such entry or taking of possession or removal other than for
      restoration of property damaged by such taking of possession or removal, unless
      the Borrower does not cooperate in releasing the Aircraft; provided that during
      any period the Aircraft is activated under CRAF in accordance with the
      provisions of Section 3.03 hereof and in the possession of the government
      of the United States of America or an instrumentality or agency thereof, the
      Indenture Trustee shall not, on account of any Event of Default, be entitled
      to
      do any of the following in such manner as to limit the Borrower’s control under
      this Trust Indenture (or any Lessee’s control under any Lease) of the Airframe
      or any Engine installed thereon unless at least sixty (60) days’ (or such lesser
      period as may then be applicable under the Military Airlift Command program
      of
      the government of the United States of America) prior written notice of default
      hereunder shall have been given by the Indenture Trustee by registered or
      certified mail to the Borrower (and any Lessee) with a copy addressed to the
      Contracting Office Representative for the Military Airlift Command of the United
      States Air Force under the contract with the Borrower (or any Lessee) relating
      to the Aircraft; or (b) with or without taking possession thereof, sell all
      or
      any part of the Aircraft at public or private sale, as the Indenture Trustee
      may
      determine, or otherwise dispose of, hold, use, operate or lease to others,
      as
      the Indenture Trustee, in its sole discretion, may determine, all free and
      clear
      of any rights of the Borrower, except as hereinafter set forth in this Article
      IX.




In
      addition, the Borrower shall be liable, except as otherwise provided above
      and
      without duplication of amounts payable hereunder, for any and all reasonable
      and
      actual legal fees and other costs and expenses incurred by the Indenture Trustee
      and the Holders (acting under common counsel) in connection with the enforcement
      of any of their respective rights and remedies hereunder.




At
      any
      sale of the Aircraft or any part thereof pursuant to this Article IX, the
      Indenture Trustee and, subject to Section 9.01(e), any Certificate Holder,
      may bid for and purchase such property.  The Indenture Trustee agrees
      to give the Borrower commercially reasonable notice of the date fixed for any
      public sale of the Airframe or any Engine or of the date on or after which
      will
      occur the execution of any contract providing for any private sale (together
      with details thereof).  Except as otherwise expressly provided above,
      no remedy referred to in this Article IX is intended to be exclusive, but
      each shall be cumulative and in addition to any other remedy referred to above
      or otherwise available to the Indenture Trustee at law or in equity; and the
      exercise or beginning of exercise by the Indenture Trustee of any one (1) or
      more of such remedies shall not preclude the simultaneous or later exercise
      by
      the Indenture Trustee of any or all of such other remedies.  No
      express or implied waiver by the Indenture Trustee of any Event of Default
      shall
      in any way be, or be construed to be, a waiver of any future or subsequent
      Event
      of Default.




Section
      9.03  Taking
      of
      Aircraft.  (a)  If an Event of Default shall have
      occurred and be continuing and the Certificates have been accelerated pursuant
      to Section 9.01(b) or 9.01(c) hereof, at the request of the Indenture
      Trustee the Borrower shall promptly execute and deliver to the Indenture Trustee
      such instruments of title and other documents as the Indenture Trustee may
      deem
      necessary or advisable to enable the Indenture Trustee or an agent or
      representative designated by the Indenture Trustee, at such time or times and
      place or places as the Indenture Trustee may specify, to obtain possession
      of
      all or any part of the Indenture Estate to which the Indenture Trustee shall
      at
      the time be entitled hereunder.  If the Borrower shall for any reason
      fail to execute and deliver such instruments and documents after such request
      by
      the Indenture Trustee, the Indenture Trustee may (i) obtain a judgment
      conferring on the Indenture Trustee the right to immediate possession and
      requiring the Borrower to execute and deliver such instruments and documents
      to
      the Indenture Trustee, to the entry of which judgment the Borrower hereby
      specifically consents, and (ii) pursue all or part of the Indenture Estate
      wherever such Indenture Estate may be found and may enter any of the premises
      of
      the Borrower wherever it may be or be supposed to be or may be reasonably
      expected to be and search for and take possession of and remove the
      same.  All expenses of obtaining such judgment or of pursuing,
      searching for and taking such property shall, until paid, be secured by the
      Lien
      of this Indenture.




(b)  Upon
      every such taking of possession, the Indenture Trustee may, from time to time,
      at the expense of the Indenture Estate, make all such expenditures for
      maintenance, insurance, repairs, replacements, alterations, additions and
      improvements to and of the Indenture Estate, as it may deem
      proper.  In each such case, the Indenture Trustee shall have the right
      to maintain, use, operate, store, lease, control or manage the Indenture Estate
      and to carry on the business and to exercise all rights and powers of the
      Borrower relating to the Indenture Estate, as the Indenture Trustee shall deem
      best, including the right to enter into any and all such agreements with respect
      to the maintenance, insurance, use, operation, storage, leasing, control,
      management or disposition of the Indenture Estate or any part thereof as the
      Indenture Trustee may determine; and the Indenture Trustee shall be entitled
      to
      collect and receive directly all tolls, rents, revenues, issues, income,
      products and profits of the Indenture Estate and every part
      thereof.  Such tolls, rents, revenues, issues, income, products and
      profits shall be applied to pay the expenses of the use, operation, storage,
      leasing, control, management or disposition of the Indenture Estate and of
      conducting the business thereof, and of all maintenance, repairs, replacements,
      alterations, additions and improvements, and to make all payments which the
      Indenture Trustee may be required or may elect to make, if any, for taxes,
      assessments, insurance or other proper charges upon the Indenture Estate or
      any
      part thereof (including the employment of engineers and accountants to examine,
      inspect and make reports upon the properties and books and records of the
      Borrower), and all other payments which the Indenture Trustee may be required
      or
      authorized to make under any provision of this Indenture, as well as just and
      reasonable compensation for the services of the Indenture Trustee, and of all
      persons properly engaged by the Indenture Trustee.




(c)  In
      connection with any sale or other disposition of the Aircraft or any other
      part
      of the Indenture Estate, the Indenture Trustee may disclaim or modify any or
      all
      of the warranties specified in Section 9-610 of the Uniform Commercial Code
      as in effect in any relevant jurisdiction at any relevant time, and the Borrower
      hereby irrevocably acknowledges that such waiver or modification is commercially
      reasonable.  The Borrower shall be entitled to furnish to any Person
      to which the Aircraft or other part of the Indenture Estate is sold or disposed
      any such warranty so disclaimed or modified as part of any such sale or
      disposition.




Section
      9.04  Discontinuance
      of
      Proceedings.  In case the Indenture Trustee shall have
      instituted any proceeding to enforce any right, power or remedy under this
      Indenture by foreclosure, entry or otherwise, and such proceedings shall have
      been discontinued or abandoned for any reason or shall have been determined
      adversely to the Indenture Trustee, then and in every such case, the Indenture
      Trustee and the Borrower shall, subject to any determination in such
      proceedings, be restored to their former positions and rights hereunder with
      respect to the Indenture Estate, and all rights, remedies and powers of the
      Indenture Trustee shall continue as if no such proceedings had been
      instituted.




Section
      9.05  Waiver
      of Past
      Defaults.  Upon written instructions from a Majority in
      Interest of Certificate Holders, the Indenture Trustee shall waive any past
      Default or Event of Default hereunder and its consequences and upon any such
      waiver such Default or Event of Default shall cease to exist and any Event
      of
      Default arising therefrom shall be deemed to have been cured for every purpose
      of this Indenture, but no such waiver shall extend to any subsequent or other
      Default or Event of Default or impair any right consequent thereon; provided, however,
      that in the
      absence of written instructions from all Certificate Holders, the Indenture
      Trustee shall not waive any Default (i) in the payment of the principal of,
      or interest on, or other amounts due under, any Certificate then outstanding,
      or
      (ii) in respect of a covenant or provision hereof which, under the proviso
      to the first sentence of Section 14.01 or under the penultimate sentence of
      Section 14.01, cannot be waived without the consent of each Certificate
      Holder.




Section
      9.06  Remedies
      Cumulative.  Each and every right, power and remedy given to
      the Indenture Trustee specifically or otherwise in this Indenture shall be
      cumulative and shall be in addition to every other right, power and remedy
      herein specifically given or now or hereafter existing at law, in equity or
      by
      statute, and each and every right, power and remedy whether specifically herein
      given or otherwise existing may be exercised from time to time and as often
      and
      in such order as may be deemed expedient by the Indenture Trustee, and the
      exercise or the beginning of the exercise of any power or remedy shall not
      be
      construed to be a waiver of the right to exercise at the same time or thereafter
      any other right, power or remedy.  No delay or omission by the
      Indenture Trustee in the exercise of any right, remedy or power or in the
      pursuit of any remedy shall impair any such right, power or remedy or be
      construed to be a waiver of any default on the part of the Borrower or to be
      an
      acquiescence therein.




Section
      9.07  Payment
      After Event of
      Default, etc.  All payments received and amounts held or
      realized by the Indenture Trustee after an Event of Default shall have occurred
      and so long as such Event of Default shall be continuing, and after the
      Indenture Trustee has received a request in accordance with the first sentence
      of Section 10.02(b) or after the Indenture Trustee shall foreclose or
      enforce this Indenture or after the Certificates shall have become due and
      payable as provided in Section 9.01(b) or (c), as well as all payments or
      amounts then held by the Indenture Trustee as part of the Indenture Estate,
      shall be promptly distributed by the Indenture Trustee in the following order
      of
      priority:




first,
      so much of
      such payments or amounts as shall be required to reimburse the Indenture Trustee
      for any tax, expense, charge or other loss (including, without limitation,
      all
      amounts to be expended at the expense of, or charged upon the tolls, rents,
      revenues, issues, income, products and profits of, the property included in
      the
      Indenture Estate pursuant to Section 9.03(b)) incurred by the Indenture
      Trustee hereunder or under the Other Trust Indentures (to the extent not
      previously reimbursed) (including, without limitation, the reasonable expenses
      of any sale, taking or other proceeding, reasonable attorneys’ fees and
      expenses, court costs, and any other reasonable expenditures incurred or
      expenditures or advances made by the Indenture Trustee in the protection,
      exercise or enforcement of any right, power or remedy or any damages sustained
      by the Indenture Trustee, liquidated or otherwise, upon such Event of Default)
      shall be applied by the Indenture Trustee in reimbursement of such
      expenses;




second,
      so much of
      such payments or amounts remaining as shall be required to reimburse the holders
      of the Certificates and the Other Secured Parties in full for payments made
      pursuant to Section 10.03 (to the extent not previously reimbursed) of this
      Trust Indenture or of the Other Trust Indentures shall be distributed to such
      holders and Other Secured Parties, and if the aggregate amount remaining shall
      be insufficient to reimburse all such payments in full, it shall be distributed
      ratably, without priority of any Certificate Holder or Other Secured Party
      over
      any other, in the proportion that the aggregate amount of the unreimbursed
      payments made by each such holder of Certificates and any Other Secured Party
      pursuant to Section 10.03 of this Trust Indenture or of the Other Trust
      Indentures bears to the aggregate amount of the unreimbursed payments made
      by
      all holders of Certificates and the Other Secured Parties pursuant to
      Section 10.03 of this Trust Indenture or of the Other Trust
      Indentures;




third,
      so much of
      such payments or amounts remaining as shall be required to pay in full to the
      holders of Certificates and the Other Secured Parties all other amounts payable
      pursuant to the indemnification provisions of the Loan Agreement and the Other
      Loan Agreements or pursuant to any other provision of any Operative Document
      and
      any related Other Operative Document and secured hereunder (other than amounts
      payable pursuant to clause “second” or “fourth”
of
      this
      Section 9.07) to the holders of Certificates and the Other Secured Parties
      and remaining unpaid, including Break Amount, shall be distributed to such
      holders, and if the aggregate amount remaining shall be insufficient to pay
      all
      such amounts in full, it shall be distributed ratably, without priority of
      any
      such holder or Other Secured Party over any other, in the proportion that the
      aggregate amount due each holder of Certificates and the Other Secured Parties
      under this clause “third” bears to the aggregate
      amount due all holders of Certificates and the Other Secured Parties under
      this
      clause “third”;




fourth,
      so much of
      such payments or amounts remaining as shall be required to pay in full the
      aggregate unpaid principal amount of, and all accrued but unpaid interest to
      the
      date of distribution on, the Certificates and the Other Loan Certificates shall
      be distributed to the holders of the Certificates and the Other Loan
      Certificates, and if the aggregate amount remaining shall be insufficient to
      pay
      all such amounts in full, it shall be distributed ratably, without priority
      of
      any one holder or any Other Secured Party over any other, in the proportion
      that
      the principal amount of and all accrued but unpaid interest to the date of
      distribution on, each Certificate and Other Loan Certificates bears to the
      aggregate principal amount of and all accrued but unpaid interest to the date
      of
      distribution on all Certificates and Other Loan Certificates;




fifth,
      so much of
      such payments or amounts remaining as shall be required to pay in full the
      remaining Other Secured Obligations to the extent not covered under clauses
      “first” through “fourth” above shall be distributed to the Other Secured Parties
      ratably, without priority of any one party over any other;




sixth,
      the balance,
      if any, of such payments or amount remaining thereafter shall be distributed
      to
      the Borrower or as a court of competent jurisdiction shall direct.




ARTICLE X









DUTIES
      OF THE INDENTURE TRUSTEE




Section
      10.01  Notice
      of Event of
      Default.  (a)  In the event the Indenture Trustee
      shall have actual knowledge of an Event of Default or of a Default arising
      from
      a failure to pay principal or interest, the Indenture Trustee shall forthwith
      give facsimile notice thereof to the Borrower and the Certificate Holders
      (promptly confirmed by mail to such Persons).  Subject to the terms of
      Sections 9.04 and 10.03, the Indenture Trustee shall take such action, or
      refrain from taking such action, with respect to any such Event of Default
      (including with respect to the exercise of any rights or remedies hereunder)
      as
      the Indenture Trustee shall be instructed in writing by the Majority in Interest
      of Certificate Holders.  Subject to the provisions of
      Section 10.03, if the Indenture Trustee shall not have received
      instructions as above provided within 20 calendar days after giving notice
      of
      such Event of Default to the Certificate Holders, the Indenture Trustee may,
      subject to instructions thereafter received pursuant to the preceding provisions
      of this Section 10.01, take such action, or refrain from taking such
      action, but shall be under no duty to take or refrain from taking any action,
      with respect to any such Event of Default as it shall determine advisable in
      the
      best interests of the Certificate Holders and shall use the same degree of
      care
      and skill in connection therewith as a prudent person would use under the
      circumstances in the conduct of such person’s own affairs; provided that the
      Indenture Trustee may not sell the Airframe or any Engine without the consent
      of
      the Majority in Interest of Certificate Holders.  In the event the
      Indenture Trustee shall at any time commence to foreclose or otherwise enforce
      this Indenture, the Indenture Trustee shall forthwith notify the Certificate
      Holders and the Borrower.  For all purposes of this Indenture, in the
      absence of actual knowledge on the part of a responsible officer in its
      Corporate Trust Department, the Indenture Trustee, shall not be deemed to have
      knowledge of any Default, or any Event of Default (except the failure of the
      Borrower to pay any installment of principal and interest when due, which
      failure shall constitute knowledge of a Default) unless notified in writing
      by
      the Borrower or one or more Certificate Holders.  This
      Section 10.01, however, is subject to the condition that, if at any time
      after the principal of the Certificates shall have become due and payable
      pursuant to Article IX and before any judgment or decree for the payment of
      the money so due, or any thereof, shall be entered, all overdue payments of
      interest upon the Certificates and all other amounts payable under the
      Certificates (except the principal of the Certificates which by such declaration
      shall have become payable) shall have been duly paid, and every other Default
      and Event of Default with respect to any covenant or provision of this Indenture
      shall have been cured, then and in every such case a Majority in Interest of
      Certificate Holders may (but shall not be obligated to), by written instrument
      filed with the Indenture Trustee, rescind and annul such acceleration and its
      consequences; but no such rescission or annulment shall extend to or affect
      any
      subsequent Default or Event of Default or impair any right consequent
      thereon.




(b)  Other
      Notices.  The Indenture Trustee will furnish to each Certificate
      Holder promptly upon receipt thereof, duplicates or copies of all reports,
      notices, requests, demands, certificates, financial statements and other
      instruments furnished to the Indenture Trustee under any Operative Document
      to
      the extent the same shall not have been otherwise directly distributed to the
      Certificate Holders pursuant to the express provision of any other Operative
      Document.




Section
      10.02  Action
      Upon
      Instructions.  (a)  Subject to the terms of
      Sections 9.05, 10.01 and 10.03, upon the written instructions at any time
      and from time to time of a Majority in Interest of Certificate Holders, the
      Indenture Trustee shall take such of the following actions as may be specified
      in such instructions:  (i) exercise such election or option, or
      make such decision or determination, or give such notice, consent, waiver or
      approval or exercise such right, remedy or power or take such other action
      hereunder or under any other Operative Document or in respect of any part or
      all
      of the Indenture Estate as shall be specified in such instructions and which
      shall not be inconsistent with the terms hereof; (ii) take such action with
      respect to, or to preserve or protect, the Indenture Estate (including the
      discharge of Liens) as shall be specified in such instructions and as are
      consistent with this Indenture; and (iii) take such other action in respect
      of the subject matter of this Indenture as is consistent with the terms hereof
      and the other Operative Documents.  The Indenture Trustee will
      authorize and file or cause to be filed such continuation statements with
      respect to financing statements relating to the security interest created
      hereunder in the Indenture Estate as may be specified from time to time in
      written instructions of a Majority in Interest of Certificate Holders (which
      instructions may, by their terms, be operative only at a future date and which
      shall be accompanied by the execution form of such continuation statement so
      to
      be filed).




(b)  If
      any
      Event of Default shall have occurred and be continuing, on request of a Majority
      in Interest of Certificate Holders, and subject to the terms and conditions
      set
      forth in this Indenture, the Indenture Trustee shall exercise such remedies
      under Article IX as shall be specified in such request.  The
      Indenture Trustee agrees to provide to the Certificate Holders concurrently
      with
      (or, if commercially reasonable, prior to) such action by the Indenture Trustee,
      notice of such action by the Indenture Trustee, provided that the failure to
      give any such notice to such Certificate Holders shall not affect the validity
      of such action.




Section
      10.03  Indemnification.  The
      Indenture Trustee shall not be required to take any action or refrain from
      taking any action under Sections 10.01 (other than the first sentence
      thereof) or 10.02 or Article IX unless the Indenture Trustee shall have
      been indemnified by the Certificate Holders against any liability, cost or
      expense (including counsel fees) which may be incurred in connection
      therewith.  The Indenture Trustee shall not be under any obligation to
      take any action under this Indenture and nothing in this Indenture contained
      shall require the Indenture Trustee to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties hereunder
      or in the exercise of any of its rights or powers if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      such risk or liability is not reasonably assured to it.  The Indenture
      Trustee shall not be required to take any action under Section 10.01 (other
      than the first sentence thereof) or 10.02 or Article IX, nor shall any
      other provision of this Indenture be deemed to impose a duty on the Indenture
      Trustee to take any action, if the Indenture Trustee shall have been advised
      by
      counsel that such action is contrary to the terms hereof or is otherwise
      contrary to law.




Section
      10.04  No
      Duties Except as
      Specified in Indenture or Instructions.  The Indenture Trustee
      shall not have any duty or obligation to use, operate, store, lease, control,
      manage, sell, dispose of or otherwise deal with the Aircraft or any other part
      of the Indenture Estate, or to otherwise take or refrain from taking any action
      under, or in connection with, this Indenture or any part of the Indenture
      Estate, except as expressly provided by the terms of this Indenture or as
      expressly provided in written instructions from Certificate Holders as provided
      in this Indenture; and no implied duties or obligations shall be read into
      this
      Indenture against the Indenture Trustee.  The Indenture Trustee agrees
      that it will, in its individual capacity and at its own cost and expense
      promptly take such action as may be necessary to duly discharge all Indenture
      Trustee Liens on any part of the Indenture Estate.




Section
      10.05  No
      Action Except Under Loan
      Agreement, Trust Indenture or Instructions.  The Indenture
      Trustee agrees that it will not use, operate, store, lease, control, manage,
      sell, dispose of or otherwise deal with the Aircraft or any other part of the
      Indenture Estate except in accordance with the powers granted or reserved to,
      or
      the authority conferred upon, the Indenture Trustee pursuant to this Indenture
      and in accordance with the express terms hereof.




ARTICLE XI









THE
      INDENTURE TRUSTEE




Section
      11.01  Acceptance
      of Trusts and
      Duties.  The Indenture Trustee accepts the duties hereby
      created and applicable to it and agrees to perform the same but only upon the
      terms of this Indenture and agrees to receive and disburse all monies
      constituting part of the Indenture Estate in accordance with the terms
      hereof.  The Indenture Trustee, in its individual capacity shall not
      be answerable or accountable under any circumstances, except (a) for its
      own willful misconduct or gross negligence or failure to use ordinary care
      in
      the receipt, handling and disbursement of the funds, (b) as provided in
      Section 2.05 or the last sentence of Section 10.04, and (c) for
      liabilities that may result from the inaccuracy or nonperformance of any
      representation or warranty or covenant of the Indenture Trustee in the Loan
      Agreement or any other Operative Document.




Section
      11.02  Absence
      of
      Duties.  Except in accordance with written instructions
      furnished pursuant to Section 10.01 or 10.02, and except as provided in,
      and without limiting the generality of, Sections 10.03 and 10.04, the
      Indenture Trustee shall have no duty (i) to see to any registration of the
      Aircraft or any recording or filing of this Indenture or any other document,
      or
      to see to the maintenance of any such registration, recording or filing,
      (ii) to see to any insurance, whether or not the Borrower shall be in
      default with respect thereto, (iii) to see to the payment or discharge of
      any Lien of any kind against any part of the Indenture Estate other than
      Indenture Trustee Liens, (iv) to confirm, verify or inquire into the
      failure to receive any financial statements of the Borrower or (v) to
      inspect the Aircraft at any time or ascertain or inquire as to the performance
      or observance of any of the Borrower’s covenants under this Trust Indenture with
      respect to the Aircraft.  Except as expressly otherwise provided
      herein and in the Loan Agreement provided, the Certificate Holders shall not
      have any duty or responsibility hereunder, including, without limitation, any
      of
      the duties mentioned in clauses (i) through (v) above.




Section
      11.03  No
      Representations or
      Warranties as to Aircraft or Documents.  THE INDENTURE TRUSTEE
      DOES NOT MAKE AND SHALL NOT BE DEEMED TO HAVE MADE AND EXPRESSLY DISCLAIMS
      ANY
      REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS,
      VALUE, COMPLIANCE WITH SPECIFICATIONS, CONDITION, DESIGN, QUALITY, DURABILITY,
      OPERATION, MERCHANTABILITY, CONSTRUCTION, PERFORMANCE OR FITNESS FOR USE OR
      PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR
      OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY
      INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF
      OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR AS TO THE QUALITY OF THE
      MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF OR
      ANY
      OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE AIRCRAFT OR ANY ENGINE
      OR
      ANY PART THEREOF WHATSOEVER.  The Indenture Trustee does not make and
      shall not be deemed to have made any representation or warranty as to the
      validity, legality or enforceability of this Indenture or the Certificates
      or as
      to the correctness of any statement contained in any thereof, except for the
      representations and warranties of the Indenture Trustee made under this
      Indenture or in the Loan Agreement.  The Certificate Holders make no
      representation or warranty hereunder whatsoever.




Section
      11.04  No
      Segregation of Monies; No
      Interest.  Subject to the provisions of Article XII, any monies
      paid to or retained by the Indenture Trustee pursuant to any provision hereof
      and not then required to be distributed to any Certificate Holder as provided
      in
      Section 2.05 need not be segregated in any manner except to the extent
      required by law, and may be deposited under such general conditions as may
      be
      prescribed by law, and the Indenture Trustee shall not (except as otherwise
      provided in Section 12.01) be liable for any interest thereon; provided that any
      payments received or applied hereunder by the Indenture Trustee shall be
      accounted for by the Indenture Trustee so that any portion thereof paid or
      applied pursuant hereto shall be identifiable as to the source
      thereof.




Section
      11.05  Reliance;
      Agents; Advice of
      Counsel.  The Indenture Trustee shall not incur liability to
      anyone in acting upon any signature, instrument, notice, resolution, request,
      consent, order, certificate, report, opinion, bond or other document or paper
      believed by it to be genuine and believed by it to be signed by the proper
      party
      or parties.  The Indenture Trustee may accept a copy of a resolution
      of the Board of Directors of any party to the Loan Agreement, certified by
      the
      Secretary or an Assistant Secretary thereof as duly adopted and in full force
      and effect, as conclusive evidence that such resolution has been duly adopted
      and that the same is in full force and effect.  As to the aggregate
      unpaid principal amount of Certificates outstanding as of any date and any
      other
      amounts owed under such Certificates, the Borrower may for all purposes hereof
      rely on a certificate signed by any Vice President or other authorized corporate
      trust officer of the Indenture Trustee.  As to any fact or matter
      relating to the Borrower the manner of ascertainment of which is not
      specifically described herein, the Indenture Trustee may for all purposes hereof
      rely on a certificate, signed by a duly authorized officer of the Borrower,
      as
      to such fact or matter, and such certificate shall constitute full protection
      to
      the Indenture Trustee for any action taken or omitted to be taken by it in
      good
      faith in reliance thereon.  The Indenture Trustee shall assume, and
      shall be fully protected in assuming, that the Borrower is authorized to enter
      into this Indenture and to take all action to be taken by it pursuant to the
      provisions hereof, and shall not inquire into the authorization of the Borrower
      with respect thereto.  In the administration of the trust hereunder,
      the Indenture Trustee may execute any of the trusts or powers hereof and perform
      its powers and duties hereunder directly or through agents or attorneys and
      may,
      at the expense of the Indenture Estate, advise with counsel, accountants and
      other skilled persons to be selected and retained by it, and the Borrower and
      the Indenture Trustee shall not be liable for anything done, suffered or omitted
      in good faith in accordance with the written advice or written opinion of any
      such counsel, accountants or other skilled persons.




Section
      11.06  Compensation.  The
      Indenture Trustee shall be entitled to reasonable compensation, including
      reasonable expenses and disbursements (including reasonable fees and expenses
      of
      its counsel), for all services rendered hereunder and shall have a priority
      claim on the Indenture Estate for the payment of such compensation, to the
      extent that such compensation shall not be paid by the Borrower or others,
      as
      required hereunder or under the Loan Agreement, and shall have the right to
      use
      or apply any monies held by it hereunder in the Indenture Estate toward such
      payments.  The Indenture Trustee agrees that it shall have no right
      against the Certificate Holders for any fee as compensation for its services
      as
      trustee under this Indenture.




Section
      11.07  Further
      Assurances;
      Financing Statements.  At any time and from time to time, upon
      the request of the Indenture Trustee, the Borrower shall promptly and duly
      execute and deliver any and all such further instruments and documents as may
      be
      specified in such request and as are necessary or desirable to perfect, preserve
      or protect the security interests created or intended to be created hereby,
      or
      to obtain for the Indenture Trustee the full benefit of the specific rights
      and
      powers herein granted, including, without limitation, the authorization and
      delivery of Uniform Commercial Code financing statements and continuation
      statements with respect thereto, or similar instruments relating to the
      perfection of the security interests created or intended to be created
      hereby.




ARTICLE XII









INVESTMENT
      OF FUNDS




Section
      12.01  Investment
      of
      Funds.  Any moneys paid to or retained by the Indenture Trustee
      that are required to be paid to the Borrower or applied for the benefit or
      at
      the direction of the Borrower, but which the Indenture Trustee is entitled
      to
      hold under the terms hereof pending the occurrence of some event or the
      performance of some act (including, without limitation, the remedying of a
      Special Default or Event of Default), shall, until paid to Borrower or otherwise
      applied in accordance with the terms of the Operative Documents, be invested
      by
      the Indenture Trustee as Borrower (or if an Event of Default shall have occurred
      and is continuing, the Indenture Trustee) may from time-to-time direct in
      writing (or orally and confirmed in writing) (it being understood that absent
      such a direction, there shall be no obligation to invest such moneys) in
      (i) obligations of, or guaranteed by, the United States Government or
      agencies thereof, (ii) open market commercial paper of any corporation
      incorporated under the laws of the United States of America or any State thereof
      rated at least P-2 or its equivalent by Moody’s Investors Service, Inc. or at
      least A-2 or its equivalent by Standard & Poor’s Ratings Service,
      (iii) certificates of deposit issued by commercial banks organized under
      the laws of the United States or of any political subdivision thereof having
      a
      combined capital and surplus in excess of $[***] which banks or their holding
      companies have a rating of A or its equivalent by Moody’s Investors Service,
      Inc. or Standard & Poor’s Ratings Service; provided, however, that the
      aggregate amount at any one time so invested in certificates of deposit issued
      by any one bank shall not exceed [***] of such bank’s capital and surplus,
      (iv) Dollar denominated offshore certificates of deposit issued by, or
      offshore time deposits with, any commercial bank described in (iii) or any
      subsidiary thereof, and (v) repurchase agreements with any financial
      institution having combined capital and surplus of at least $[***] with any
      of
      the obligations described in clauses (i) through (iv) as collateral,
      none of which investments (but exclusive of any underlying investment that
      may
      be subject to a repo) shall have a term to maturity in excess of 60
      days.  There shall be promptly remitted to Borrower or its order (but
      no more frequently than monthly) any gain (including interest received) realized
      as a result of any such investment (net or any, fees, commissions and other
      expenses, if any, incurred in connection with such investment) unless a Special
      Default or an Event of Default shall have occurred and be
      continuing.  The Borrower shall be responsible for any net loss
      realized as a result of any such investment and shall reimburse the Indenture
      Trustee on demand.  All investments held by the Indenture Trustee
      pursuant to this Section 12.01 shall either be (a) registered in the name
      of, payable to the order of, or specially endorsed to, the Indenture Trustee,
      or
      (b) held in an Eligible Account.




ARTICLE XIII









SUCCESSOR
      TRUSTEES




Section
      13.01  Resignation
      of Indenture
      Trustee; Appointment of Successor.  (a)  The
      Indenture Trustee or any successor thereto may resign at any time without cause
      by giving at least 30 calendar days’ prior written notice to the Borrower and
      each Certificate Holder, such resignation to be effective upon the acceptance
      of
      the trusteeship by a successor Indenture Trustee.  In addition, a
      Majority in Interest of Certificate Holders may at any time remove the Indenture
      Trustee without cause by an instrument in writing delivered to the Borrower
      and
      the Indenture Trustee, such removal to be effective upon the acceptance of
      the
      trusteeship by a successor Indenture Trustee.  In the case of the
      resignation or removal of the Indenture Trustee, a Majority in Interest of
      Certificate Holders may appoint a successor Indenture Trustee by an instrument
      signed by such Holders and, so long as no Event of Default shall have occurred
      and be continuing, approved by the Borrower.  If a successor Indenture
      Trustee shall not have been appointed within 30 calendar days after such notice
      of resignation or removal, the Indenture Trustee, the Borrower or any
      Certificate Holder may apply to any court of competent jurisdiction to appoint
      a
      successor Indenture Trustee to act until such time, if any, as a successor
      shall
      have been appointed as above provided.  The successor Indenture
      Trustee so appointed by such court shall immediately and without further act
      be
      superseded by any successor Indenture Trustee appointed as above provided within
      one year from the date of the appointment by such court.




(b)  Any
      successor Indenture Trustee, however appointed, shall execute and deliver to
      the
      Borrower and to the predecessor Indenture Trustee an instrument accepting such
      appointment (including, consenting to the registration with the International
      Registry of an assignment of international interests registered for the benefit
      of the predecessor Indenture Trustee relating to the Airframe and any Engines),
      and thereupon such successor Indenture Trustee, without further act, shall
      become vested with all the estates, properties, rights, powers and duties of
      the
      predecessor Indenture Trustee hereunder in the trusts hereunder applicable
      to it
      with like effect as if originally named the Indenture Trustee herein; but
      nevertheless upon the written request of such successor Indenture Trustee,
      such
      predecessor Indenture Trustee shall execute and deliver an instrument
      transferring to such successor Indenture Trustee, upon the trusts herein
      expressed applicable to it, all the estates, properties, rights and powers
      of
      such predecessor Indenture Trustee, and such predecessor Indenture Trustee
      shall
      duly assign, transfer, deliver and pay over to such successor Indenture Trustee
      all monies or other property then held by such predecessor Indenture Trustee
      hereunder.




(c)  Any
      successor Indenture Trustee, however appointed, shall, so long as no Event
      of
      Default shall be continuing, be reasonably acceptable to the Borrower, be a
      “citizen of the United States” within the meaning of Section 40102(a)(15)
      of the Federal Aviation Act and shall also be a bank or trust company having
      a
      combined capital and surplus of at least $[***], if there be such an institution
      willing, able and legally qualified to perform the duties of the Indenture
      Trustee hereunder upon reasonable or customary terms.




(d)  Any
      corporation into which the Indenture Trustee may be merged or converted or
      with
      which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which the Indenture Trustee shall be a party,
      or
      any corporation to which substantially all the corporate trust business of
      the
      Indenture Trustee may be transferred, shall, subject to the terms of
      paragraph (c) of this Section, be the Indenture Trustee under this
      Indenture without further act.




ARTICLE XIV









SUPPLEMENTS
      AND AMENDMENTS TO THIS




INDENTURE
      AND OTHER DOCUMENTS




Section
      14.01  Instructions
      of Majority;
      Limitations.  (a)  At any time and from time to time
      but subject to the terms and provisions of this Indenture, at the request of
      the
      Borrower, the Indenture Trustee (but only on the written request of a Majority
      in Interest of Certificate Holders) shall execute a supplement hereto for the
      purpose of adding provisions to, or changing or eliminating provisions of,
      this
      Indenture as specified in such request, provided, however, that, without the
      consent of each Certificate Holder, no such amendment of or supplement to any
      such document, or waiver or modification of the terms of any thereof, shall
      (i) modify any of the provisions of this Section 14.01 or the
      definitions of the terms, “Majority in Interest of Certificate
      Holders”, or “Operative
      Documents”, contained herein or in any other Operative Document,
      (ii) increase the principal amount of any Certificate or reduce the amount
      or extend the time of payment of any amount owing or payable under any
      Certificate or (except as provided in this Indenture) increase or reduce the
      Break Amount or interest payable on any Certificate (except that only the
      consent of the Certificate Holder shall be required for any decrease in any
      amounts of or the rate of Break Amount or interest payable on such Certificate
      or any extension for the time of payment of any amount payable under such
      Certificate), (iii) reduce, modify or amend any indemnities in favor of any
      Certificate Holder to be paid by the Borrower or alter the definition of “Indemnitee” to exclude any
      Certificate Holder (except as consented to by each Person adversely affected
      thereby), or (iv) release the Borrower from its obligations in respect of
      the payment of the principal and interest on the Certificates then outstanding
      (or other amounts payable therewith).  This Section 14.01 shall
      not apply to any indenture or indentures supplemental hereto permitted by,
      and
      complying with the terms of, Article V.  Notwithstanding the
      foregoing, without the consent of each Certificate Holder, no such supplement
      to
      this Indenture, or waiver or modification of the terms hereof or of any other
      agreement or document shall expressly permit the creation of any Lien on the
      Indenture Estate or any part thereof, except as herein expressly permitted,
      or
      deprive any Certificate Holder of the benefit of the Lien of this Indenture
      on
      the Indenture Estate, except as provided in Sections 10.01 and 10.02 or in
      connection with the exercise of remedies under
      Article IX.  Except as provided in this Section 14.01, the
      Indenture Trustee shall not amend, supplement or waive of the terms of the
      Trust
      Indenture or Loan Agreement.




Section
      14.02  Indenture
      Trustee
      Protected.  If, in the opinion of the institution acting as the
      Indenture Trustee hereunder any document required to be executed pursuant to
      the
      terms of Section 14.01 affects any right, duty, immunity or indemnity with
      respect to it under this Indenture, the Indenture Trustee may in its reasonable
      discretion decline to execute such document.




Section
      14.03  Documents
      Mailed to
      Holders.  Promptly after the execution by the Indenture Trustee
      of any document entered into pursuant to Section 14.01, the Indenture
      Trustee shall mail, by certified mail, postage prepaid, a conformed copy thereof
      to each Certificate Holder at its address shown on the Certificate Register,
      but
      the failure of the Borrower or Indenture Trustee, to mail such conformed copies
      shall not impair or affect the validity of such document.




ARTICLE XV









MISCELLANEOUS




Section
      15.01  Termination
      of
      Indenture.  Upon payment in full of the principal of and
      interest on and Break Amount, if any, and all other amounts due under all
      Certificates and the payment and performance in full of all other Secured
      Obligations referred to in clause (i) of the Granting Clause hereof then due
      and, if a Specified Default or an Event of Default shall have occurred and
      be
      continuing, payment in full of the Other Secured Obligations then due and
      unpaid, the Indenture Trustee shall execute and deliver to or as directed in
      writing by the Borrower an appropriate instrument releasing the Aircraft and
      the
      Indenture Estate from the Lien of this Indenture, and the Indenture Trustee
      shall execute and deliver such instrument as aforesaid and, at the Borrower’s
      expense, will execute and deliver such other instruments or documents as may
      be
      reasonably requested by the Borrower to give effect to such release; provided, however,
      that this
      Indenture and the trusts created hereby shall earlier terminate and this
      Indenture shall be of no further force or effect and the rights of the Holders
      of the Certificates and the Indenture Trustee shall terminate (and the Indenture
      Trustee shall release, by an appropriate instrument, the Indenture Estate and
      the Aircraft from the Lien of this Indenture) upon any sale or other final
      disposition by the Indenture Trustee of all property constituting part of the
      Indenture Estate and the final distribution by the Indenture Trustee of all
      monies or other property or proceeds constituting part of the Indenture Estate
      in accordance with the terms hereof.  In addition, in connection with
      the release of the Lien of this Indenture, if an international interest in
      favor
      of Indenture Trustee with respect to the Airframe and any Engine subject to
      the
      Indenture shall have been registered with the International Registry, Indenture
      Trustee shall discharge or consent in writing to the discharge of such
      registration.  Except as aforesaid otherwise provided, this Indenture
      and the trusts created hereby shall continue in full force and effect in
      accordance with the terms hereof.




Section
      15.02  No
      Legal Title to Indenture
      Estate in Holders.  No Certificate Holder shall have legal
      title to any part of the Indenture Estate.  No transfer, by operation
      of law or otherwise, of any Certificate or other right, title and interest
      of
      any Certificate Holder in and to the Indenture Estate or hereunder shall operate
      to terminate this Indenture or entitle such Certificate Holder or any successor
      or transferee of such Holder to an accounting or to the transfer to it of legal
      title to any part of the Indenture Estate.




Section
      15.03  Sale
      of Aircraft by
      Indenture Trustee is Binding.  Any sale or other conveyance of
      the Aircraft by the Indenture Trustee made pursuant to the terms of this
      Indenture shall bind the Certificate Holders and shall be effective to transfer
      or convey all right, title and interest of the Indenture Trustee, the Borrower
      and the Certificate Holders in and to such Aircraft.  No purchaser or
      other grantee shall be required to inquire as to the authorization, necessity,
      expediency or regularity of such sale or conveyance or as to the application
      of
      any sale or other proceeds with respect thereto by the Indenture
      Trustee.




Section
      15.04  Indenture
      for Benefit of
      Indenture Trustee and Certificate Holders.  Nothing in this
      Indenture, whether express or implied, shall be construed to give to any person
      other than the Borrower, the Indenture Trustee, and the Certificate Holders
      any
      legal or equitable right, remedy or claim under or in respect of this
      Indenture.




Section
      15.05  No
      Action Contrary to
      Borrower’s Rights; Quiet Enjoyment.  Notwithstanding any of the
      provisions of this Indenture to the contrary, so long as no Event of Default
      shall have occurred and be continuing, the Indenture Trustee agrees that it
      will
      not take any action in violation of the Borrower’s rights, including the right
      to quiet enjoyment, possession and use of the Aircraft in accordance with the
      terms of this Trust Indenture by Borrower or its Lessee.




Section
      15.06  Notices.  Unless
      otherwise expressly specified or permitted by the terms hereof, all notices,
      requests, demands, authorizations, directions, consents, waivers or documents
      provided or permitted by this Indenture to be made, given, furnished or filed
      shall be in writing, mailed by certified mail, postage prepaid, or by confirmed
      telex, or by confirmed telecopy or electronic mail and (i) if to the
      Indenture Trustee, addressed to it at its office at MAC: U1228-120, 299 South
      Main Street, 12th Fl., Salt Lake City UT 84111, telecopy: (801) 246-5053 or
      (ii) if the Borrower, addressed to it at its office at 1689 Nonconnah
      Blvd., Suite 111 Memphis, TN 38132, Attention:  Ronald T. Kay,
      Telephone:  901-344-5705, telecopy:  901-348-4178, email
      rkay@pncl.com, or (iii) if to any Certificate Holder or any Certificate
      Holder, addressed to such party at such address as such party shall have
      furnished by notice to the Borrower and the Indenture Trustee, or, until an
      address is so furnished, addressed to the address of such party (if any) set
      forth on Schedule I to the Loan Agreement.  Whenever any notice
      in writing is required to be given by the Borrower or the Indenture Trustee
      or
      any Certificate Holder to any of the other of them, such notice shall be deemed
      given and such requirement satisfied when such notice is received, if such
      notice is received, if such notice is mailed by certified mail, postage prepaid,
      or is sent by courier service, or by confirmed telecopy addressed as provided
      above.  Any party hereto may change the address to which notices to
      such party will be sent by giving notice of such change to the other parties
      to
      this Indenture.




Section
      15.07  Authorization
      of Financing
      Statements.  Pursuant to any applicable law, the Borrower
      authorizes the Indenture Trustee (which shall be deemed a permissive right
      and
      not an obligation) to file or record financing statements and other filing
      or
      recording documents or instruments with respect to the Indenture Estate in
      such
      form and in such offices as the Indenture Trustee and the Majority in Interest
      of Certificate Holders determine appropriate to perfect the security interests
      of the Indenture Trustee under this Trust Indenture.




Section
      15.08  Severability.  To
      the fullest extent permitted by law, any provision of this Indenture 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 and any such prohibition or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.




Section
      15.09  No
      Oral Modifications or
      Continuing Waivers.  No terms or provisions of this Indenture
      or the Certificates may be changed, waived, discharged or terminated orally,
      but
      only by an instrument in writing signed by the party or other Person against
      whom enforcement of the change, waiver, discharge or termination is sought
      and
      any other party or other Person whose consent is required pursuant to this
      Indenture; and any waiver of the terms hereof or of any Certificate shall be
      effective only in the specific instance and for the specific purpose
      given.




Section
      15.10  Successors
      and
      Assigns.  All covenants and agreements contained herein shall
      be binding upon, and inure to the benefit of, each of the parties hereto and
      the
      successors and assigns of each, all as herein provided, provided that Borrower
      may not assign or transfer its rights and obligations under this Indenture
      without Indenture Trustee’s prior written consent.  Any request,
      notice, direction, consent, waiver or other instrument or action by any
      Certificate Holder shall bind the successors and assigns of such Certificate
      Holder.




Section
      15.11  Headings.  The
      headings of the various Articles and Sections herein and in the table of
      contents hereto are for the convenience of reference only and shall not define
      or limit any of the terms or provisions hereof.




Section
      15.12  Governing
      Law; Counterpart
      Form.  THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
      MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REGARD TO ANY
      PRINCIPLES OF CONFLICT OF LAWS THAT MIGHT APPLY THE LAWS OF ANY OTHER
      JURISDICTION.  THIS INDENTURE IS BEING DELIVERED IN THE STATE OF NEW
      YORK.  Each of the
      Borrower and Indenture Trustee hereby irrevocably and unconditionally submits,
      for itself and its property, to the nonexclusive jurisdiction of the Supreme
      Court of the State of New York sitting in New York County and of the United
      States District Court of the Southern District of New York, and any appellate
      court from any thereof, in any action or proceeding arising out of or relating
      to this Indenture or any other Operative Document, or for recognition or
      enforcement of any judgment, and each of any such action or proceeding may
      be
      heard and determined in such New York State or, to the extent permitted by
      law,
      in such federal court.  Each of the Borrower and Indenture Trustee
      agrees that a final judgment in any such action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law.  Nothing in this Indenture shall
      affect any right that any party hereto may otherwise have to bring any action
      or
      proceeding relating to this Indenture or the other Operative Documents against
      any other party hereto, or such party’s properties, in the courts of any
      jurisdiction.This Indenture may be executed by the parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be an original, but all such counterparts shall together constitute but
      one and the same instrument.




Section
      15.13  WAIVER
      OF JURY
      TRIAL.  EACH OF THE BORROWER AND THE INDENTURE TRUSTEE HEREBY
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
      AND
      ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.









*
      *
      *







IN
      WITNESS WHEREOF, the
      parties hereto have caused this Indenture to be duly executed by their
      respective officers thereunto duly authorized, as of the day and year first
      above written, and acknowledge that this Indenture has been made and delivered
      in the City of New York, and this Indenture having become effective only upon
      such execution and delivery.




PINNACLE
                AIRLINES,
                INC.,
              as
                Borrower
              By:
              Its:WELLS
                FARGO BANK NORTHWEST,
                NATIONAL ASSOCIATION,
              as
                Indenture Trustee
              By:
              Its:








EXHIBIT A


TO


TRUST
      INDENTURE




TRUST
      INDENTURE SUPPLEMENT




TRUST
      INDENTURE SUPPLEMENT
      (_________) No. _____ dated ___________, ____ (this “Indenture Supplement”) of
      PINNACLE AIRLINES, INC. (herein called the “Borrower”).




W
      I T N E S S E T
      H:




WHEREAS,
      the Trust Indenture
      and Security Agreement (___________) dated as of January __, 2008 (herein
      called the “Trust
      Indenture”) between the Borrower and Wells Fargo Bank Northwest, National
      Association, as Indenture Trustee (herein called the “Indenture Trustee”), provides
      for the execution and delivery of a supplement thereto substantially in the
      form
      hereof which shall particularly describe the Aircraft (such term and other
      defined terms in the Trust Indenture being herein used with the same meanings)
      and any Replacement Airframe or Replacement Engine included in the Trust
      Indenture Estate, and shall specifically mortgage such Aircraft, Replacement
      Airframe or Replacement Engine, as the case may be, to the Indenture
      Trustee.




WHEREAS8
      , the Trust Indenture relates to
      the Airframe and Engines described below and a counterpart of the Trust
      Indenture is attached hereto and made a part hereof and this Trust Indenture
      Supplement, together with such counterpart of the Trust Indenture, is being
      filed for recordation on the date hereof with the Federal Aviation
      Administration as one document.




WHEREAS9
      , the Trust Indenture and Indenture
      Supplement (_______) dated _______________, 2008 and Trust Indenture Supplement
      and filed therewith) have been duly recorded pursuant to Subtitle VII of
      Title 49 of the United States Code on __________, 200_, as one document and
      have been assigned Conveyance No. _________;




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




AIRFRAME


One
      airframe identified as follows:




Manufacturer
            Model
            FAA
              Registration
                Number
            Manufacturer’s
              Serial
                NumberBombardier





together
      with all Parts, owned by the Borrower and installed in or appurtenant to said
      Aircraft, to the extent provided in the Trust Indenture.




AIRCRAFT
      ENGINES


(2)
      aircraft engines, each such engine


being
      a
      _______ aircraft engine with at least _____ lb of thrust




or
      its
      equivalent, identified as follows:




Manufacturer
            Model
            Manufacturer’s
              Serial
                Number





together
      with all Parts owned by the Borrower and installed in or appurtenant to said
      aircraft engines to the extent provided in the Trust Indenture.




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




AND,
      FURTHER, the Borrower
      hereby acknowledges that the Airframe and/or Engines referred to in this
      Indenture Supplement are subject to the Lien of the Trust Indenture.




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




This
      Trust Indenture Supplement is being delivered in the State of New York.




*     *     *







8This
        recital to be included only in the
        first Indenture Supplement.


9This
        recital not to be included in the
        first Indenture Supplement.





IN
      WITNESS WHEREOF, the
      Borrower has caused this Trust Indenture Supplement to be duly executed by
      one
      of its officers thereunto authorized, this ____ day of ________, ____.




PINNACLE
                AIRLINES, INC.
              By:
              Its:








SCHEDULE
      1




Schedule of
      Principal
      Payments




Interest
                Payment Date
            Principal
                Amount
              to
                be Paid








ANNEX
      A




TO




TRUST
      INDENTURE









FOREIGN
      REGISTRATION




The
      Borrower may register the Aircraft in any country with which the United States
      and Canada maintains normal diplomatic relations with the prior written consent
      of the Indenture Trustee (such consent not to be unreasonably
      withheld).  Without limiting the foregoing, prior to any such change
      in the country of registry of the Aircraft, the Indenture Trustee shall have
      received the following:





(a)           
      an opinion of counsel (subject to customary exceptions), in form and substance
      reasonably satisfactory to the Majority in Interest of Certificate Holders,
      to
      the effect that:




(1)           
      after giving effect to such change in registration, the Borrower’s ownership
      interest in the Aircraft shall be recognized under the laws of such
      jurisdiction;




(2)           
      after giving effect to such change in registration, the obligations of the
      Borrower, and the rights and remedies of the Indenture Trustee under this Trust
      Indenture shall remain valid, binding and enforceable under the laws of the
      jurisdiction to which the laws of the jurisdiction of registry would refer
      as
      the applicable governing law; provided that opinions of counsel addressing
      this
      provision may be subject, with respect to the enforceability of remedies, to
      customary exceptions relating to insolvency or bankruptcy, general principles
      of
      equity, or other similar matters which do not hinder the Indenture Trustee’s
      ability to enforce the remedies under this Trust Indenture in any manner greater
      than would have been the case had the Aircraft been registered in the United
      States;




(3)           
      after giving effect to such change in registration, the Lien of this Indenture
      will continue as a valid and duly perfected first priority (subject to Permitted
      Liens) security interest and all filing, registrating, recording or other action
      necessary to protect the same will be accomplished (or, if such opinion cannot
      be given at the time of such proposed change in registration because such change
      in registration is not yet effective, (1) the opinion shall detail what filing,
      recording or other action is necessary, (2) the Indenture Trustee shall have
      received a certificate from Borrower that all possible preparations to
      accomplish such filing, recording and other action shall have been done, and
      such filing, recording and other action shall be accomplished and a supplemental
      opinion to that effect shall be delivered to the Indenture Trustee promptly
      after the effective date of such change in registration) and (3) if such new
      country of registry is a Contracting State to the Cape Town Convention and
      Article 25 of the Cape Town Convention is applicable to such Contracting State,
      an irrevocable de-registration and export request authorization as contemplated
      by Article 25 of the Cape Town Convention (“IDERA”) shall have been properly
      issued by Lessee and submitted for recordation to the applicable registry
      authority as contemplated in Article 25 of the Cape Town Convention;




(4)           
      it is not necessary, solely as a consequence of such change in registration
      and
      without giving effect to any other activity of any Certificate Holder or the
      Indenture Trustee, for such Certificate Holder or the Indenture Trustee to
      qualify to do business in such jurisdiction, unless qualification only results
      in an obligation to pay fees or taxes and the Borrower provides adequate funds
      or, in the case of future payments, makes adequate provision for that purpose;
      and




(5)           
      (unless the Borrower shall have agreed to provide insurance covering the risk
      of
      requisition of title of the Aircraft by the government of such jurisdiction
      so
      long as the Aircraft is registered under the laws of such jurisdiction) the
      laws
      of such jurisdiction require fair compensation by the government of such
      jurisdiction payable in currency freely convertible into Dollars for the loss
      of
      title of the Aircraft in the event of the requisition by such government of
      such
      title;




(b)           
      a report of Insurance Brokers demonstrating that, after giving effect to such
      change in registration, the insurance requirements of Article VI have been
      satisfied;




(c)           
      (unless the Borrower shall have agreed to provide insurance reasonably
      satisfactory to the Indenture Trustee covering the risk of the government of
      such jurisdiction preventing the export of the Aircraft out of such jurisdiction
      so long as the Aircraft is registered under the laws of such jurisdiction)
      if
      requested by the Indenture Trustee (and such request is reasonable in light
      of
      the circumstances) and if and to the extent obtainable with reasonable effort
      and if it is otherwise customary to obtain the same in such jurisdiction, export
      permits necessary to take the Aircraft into or out of such jurisdiction;




(d)           
      evidence that any value added tax, customs duty, tariff or similar governmental
      charge relating to the change in jurisdiction or registration of the Aircraft
      shall have been paid or adequately provided for by the Borrower; and




(e)           
      evidence that such new country of registry imposes (or the Lessee has adopted
      and follows) aircraft maintenance standards at least as stringent and not
      materially different from those of the FAA or the aeronautical authority of
      Canada, Switzerland, France, Germany, the Netherlands, Japan or the United
      Kingdom (or any successor to such authority).







ANNEX
      B




TO




TRUST
      INDENTURE




INSURANCE









A.           
      Liability
      Insurance





1.           
      The Borrower shall, without expense to Certificate Holders and Indenture
      Trustee, maintain or cause to be maintained in effect at all times with insurers
      of nationally or internationally recognized responsibility (“Approved Insurers”)
      comprehensive airline liability insurance (including, without limitation,
      aircraft third party, passenger legal liability, property damage, general third
      party legal liability and product liability coverage but excluding
      manufacturer’s product liability coverage) with respect to the Aircraft in an
      amount not less than the greater of (i) the amount which the Borrower may carry
      from time to time on other similar aircraft in its fleet (whether owned or
      leased) and (ii) $[***] per occurrence.  Such insurance shall be of
      the type usually carried by the Borrower with respect to similar aircraft and
      engines, and covering risks of the kind customarily insured against by the
      Borrower.  In addition, subject to the rights of the Borrower under
      Section F, the Borrower shall carry, or cause to be carried, with Approved
      Insurers war risk and allied perils liability insurance in accordance with
      London form AVN52C or substantially similar form (or substantially similar
      insurance or indemnity provided by the U.S. Government, it being agreed that
      the
      form of FAA war risk insurance policy in effect on October 1, 2007, is
      acceptable) with respect to the Aircraft in an amount not less than the greater
      of (i) the amount of such insurance which the Borrower may carry from time
      to
      time on other similar aircraft in its fleet (whether owned or leased) and
      (ii) $[***].




B.           
      Hull
      Insurance





The
      Borrower shall, without expense to Certificate Holders or Indenture Trustee,
      maintain or cause to be maintained in effect at all times with Approved Insurers
      all risk, ground and flight hull insurance, which may, except as provided below,
      exclude war risks and allied perils, covering the Aircraft for an amount at
      all
      times (even when the Aircraft is grounded or in storage) not less than [***]%
      of
      the aggregate outstanding principal amount of the Loan Certificates (the “Agreed
      Value”).  Such insurance shall be on an agreed value basis and
      shall not provide insurers with a right to replace the Airframe or any Engine
      with another airframe or engine.  Such hull insurance or other
      insurance of the Borrower (or a Lessee) shall include coverage for Engines
      and
      Parts temporarily removed from the Airframe, pending replacement by installation
      of the same or similar Engines or Parts on the Airframe, including coverage
      for
      fire and transit. Such insurance shall be of the type usually carried by the
      Borrower with respect to similar aircraft and engines, and covering risks of
      the
      kind customarily insured against by the Borrower.  In addition, the
      Borrower shall carry or cause to be carried with Approved Insurers war risk
      and
      allied perils hull insurance in accordance with London form LSW555B or
      substantially similar form (or substantially similar insurance or indemnity
      provided by the U.S. Government, it being agreed that the form of FAA war risk
      insurance policy in effect as of October 1, 2007, is acceptable) covering
      the Aircraft for an amount not less than the Agreed Value.




Any
      policies of insurance carried in accordance with this Section B covering the
      Aircraft and any policies taken out in substitution or replacement for any
      such
      policies (i) shall name Indenture Trustee as exclusive loss payee for any
      proceeds to be paid under such policies up to an amount equal to the Agreed
      Value and (ii) shall provide that (A) in the event of a loss involving proceeds
      in excess of the Threshold Amount, the proceeds in respect of such loss shall
      be
      payable to Indenture Trustee (so long as the Lien of this Trust Indenture shall
      not have been discharged), except in the case of a loss with respect to an
      Engine installed on an airframe other than the Airframe, in which case the
      Borrower (or any Lessee) shall endeavor to arrange for any payment of insurance
      proceeds in respect of such loss to be held for the account of Indenture Trustee
      (so long as the Lien of this Trust Indenture shall not have been discharged)
      whether such payment is made to the Borrower (or any Lessee) or any third party,
      it being understood and agreed that in the case of any payment to the Indenture
      Trustee otherwise than in respect of an Event of Loss, Indenture Trustee shall,
      upon receipt of a certificate of a qualified engineer (who may be an employee
      of
      the Borrower) certifying that the damage giving rise to such payment shall
      have
      been repaired or that such payment shall then be required to pay for repairs
      then being made, pay the amount of such payment to the Borrower or its order,
      and (B) the entire amount of any loss involving proceeds of the Threshold Amount
      or less or the amount of any proceeds of any loss in excess of the Agreed Value
      shall be paid to the Borrower or its designee, provided that if a Special
      Default or any Event of Default shall have occurred and be continuing, such
      payment referred to in clause (B) shall be made as provided in clause (i)
      above.  In the case of a loss with respect to an engine (other than an
      Engine) installed on the Airframe, Indenture Trustee shall hold any payment
      to
      it of any insurance proceeds in respect of such loss for the account of the
      Borrower or any other third party that is entitled to receive such
      proceeds.




C.           
      General
      Provisions





The
      Borrower shall cause all policies of insurance carried in accordance with
      Section A and B, to name the Additional Insureds as additional insureds, as
      their respective interests may appear. Such polices shall provide with respect
      to such Additional Insureds that (i) none of their respective interest in such
      policies shall be invalidated by any act or omission or breach of warranty
      or
      condition contained in such policies by the Borrower or, in the case of any
      particular Additional Insured, any other Additional Insured; (ii) no
      cancellation or lapse of coverage for nonpayment of premium or otherwise, and
      no
      substantial change of coverage which adversely affects the interests of any
      such
      Additional Insured, shall be effective as to such Additional Insured until
      30
      days (or such lesser period as may be applicable in the case of any war risk,
      hijacking and allied perils insurance coverage) after receipt by such Additional
      Insured of written notice from the insurers of such cancellation, lapse or
      change; (iii) the Additional Insureds shall have no liability for premiums,
      commissions, calls, assessments or advances with respect to such policies;
      (iv)
      such policies will be primary without any right of contribution from any other
      insurance carried by such Additional Insureds; (v) the insurers waive any rights
      of set-off, counterclaim, deduction or subrogation against such Additional
      Insureds; (vi) shall apply worldwide and have no territorial restrictions or
      limitations (except in the case of war risk, hijacking or related perils
      insurance, which shall apply to the fullest extent available in the
      international insurance market); and (vii) shall contain a 50/50 Clause per
      Lloyd’s Aviation Underwriter’s Association Standard Policy Form AVS 103. Each
      liability policy shall provide that all the provisions thereof, except the
      limits of liability, shall operate in the same manner as if there were a
      separate policy covering each insured and provide that the exercise by the
      insurer of rights of subrogation derived from rights retained by the Borrower
      will not delay payment of any claim that would otherwise be payable but for
      such
      rights of subrogation.




D.           
      Reports
      and Certificates; Other Information





Borrower
      will furnish to Certificate Holders and Indenture Trustee (A) on or prior to
      the
      Closing Date, insurance certificates describing in reasonable detail the
      insurance maintained by Borrower as required pursuant to this Annex B, (B)
      prior
      to the cancellation, lapse or expiration of the insurance policies required
      pursuant to this Annex B, evidence of renewal of such insurance policies, and
      (C) on or prior to the Closing Date and on or before the renewal dates of the
      insurance policies carried by Borrower pursuant to this Annex B, a report signed
      by a firm of aircraft insurance brokers, not affiliated with Borrower, regularly
      retained by the Borrower, stating the opinion of such firm that all premiums
      in
      connection with the insurance then due have been paid and the insurance then
      carried and maintained on the Aircraft complies with the terms hereof and,
      in
      the case of renewal insurance, that such renewal insurance will on and after
      the
      effective date thereof so comply with the terms hereof.  Borrower will
      instruct such firm to give prompt written advice to Certificate Holders and
      Indenture Trustee of any default in the payment of any premium and of any other
      act or omission on the part of Borrower of which it has knowledge and which
      would in such firm’s opinion invalidate or render unenforceable, in whole or in
      any material part, any insurance on the Aircraft. Borrower will also instruct
      such firm to advise Certificate Holders and Indenture Trustee in writing at
      least 30 days prior to the termination or cancellation of, or material adverse
      change in, such insurance carried and maintained on the Aircraft pursuant to
      this Annex B (or such lesser period as may be applicable in the case of war
      risk, hijacking and allied perils coverage).




E.           
      Right
      to
      Pay Premiums





None
      of
      the Additional Insureds shall have any obligation to pay any premium,
      commission, assessment or call due on any such insurance (including
      reinsurance). Notwithstanding the foregoing, in the event of cancellation of
      any
      insurance due to the nonpayment of premiums, each Certificate Holder and
      Indenture Trustee shall have the option, in its sole discretion, to pay any
      cash
      premium in respect of the Aircraft that is due in respect of the coverage
      pursuant to this Trust Indenture and to maintain such coverage, as such
      Certificate Holder or Indenture Trustee may require, until the scheduled expiry
      date of such insurance and, in such event, Borrower shall, upon demand,
      reimburse such Certificate Holder and Indenture Trustee for amounts so paid
      by
      them.




F.           
      Self-Insurance





Other
      than with respect to a deductible per occurrence applicable on a fleet-wide
      basis that is not in excess of the lesser of (x) the prevailing standard market
      deductible for similar aircraft as the Aircraft and (y) $[***], Borrower shall
      not be entitled to self insure the risks required to be insured against pursuant
      to Article VI and this Annex B.







SCHEDULE
      1 AND ANNEXES A AND B TO


THE
      TRUST INDENTURE (______)


HAVE
      BEEN INTENTIONALLY OMITTED FROM THE


TRUST
      INDENTURE (______) ON FILE WITH THE FAA










TRUST
      INDENTURE SUPPLEMENT




TRUST
      INDENTURE SUPPLEMENT
      (_________) No. 1 dated ___________, 2008 (this “Indenture Supplement”) of
      PINNACLE AIRLINES, INC. (herein called the “Borrower”).




W
      I T N E S S E T
      H:




WHEREAS,
      the Trust Indenture
      and Security Agreement (__________) dated as of _______________, 2008 (herein
      called the “Trust
      Indenture”) between the Borrower and Wells Fargo Bank Northwest, National
      Association, as Indenture Trustee (herein called the “Indenture Trustee”), provides
      for the execution and delivery of a supplement thereto substantially in the
      form
      hereof which shall particularly describe the Aircraft (such term and other
      defined terms in the Trust Indenture being herein used with the same meanings)
      and any Replacement Airframe or Replacement Engine included in the Trust
      Indenture Estate, and shall specifically mortgage such Aircraft, Replacement
      Airframe or Replacement Engine, as the case may be, to the Indenture
      Trustee.




WHEREAS,
      the Trust Indenture
      relates to the Airframe and Engines described below and a counterpart of the
      Trust Indenture is attached hereto and made a part hereof and this Trust
      Indenture Supplement, together with such counterpart of the Trust Indenture,
      is
      being filed for recordation on the date hereof with the Federal Aviation
      Administration as one document.




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




AIRFRAME


One
      airframe identified as follows:




Manufacturer
            Model
            FAA
              Registration
                Number
            Manufacturer’s
              Serial
                NumberBombardier





together
      with all Parts, owned by the Borrower and installed in or appurtenant to said
      Aircraft, to the extent provided in the Trust Indenture.




AIRCRAFT
      ENGINES


(2)
      aircraft engines, each such engine


being
      a
      ________ engine with at least ________ of thrust




or
      its
      equivalent, identified as follows:




Manufacturer
            Model
            Manufacturer’s
              Serial
                Number





together
      with all Parts owned by the Borrower and installed in or appurtenant to said
      aircraft engines to the extent provided in the Trust Indenture.




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




AND,
      FURTHER, the Borrower
      hereby acknowledges that the Airframe and/or Engines referred to in this
      Indenture Supplement are subject to the Lien of the Trust Indenture.




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




This
      Trust Indenture Supplement is being delivered in the State of New York.




*     *     *







IN
      WITNESS WHEREOF, the
      Borrower has caused this Trust Indenture Supplement to be duly executed by
      one
      of its officers thereunto authorized, this ___ day of _________, 2008




PINNACLE
                AIRLINES, INC.
              By:
              Its:








PINNACLE
      AIRLINES, INC.


THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER


THE
      SECURITIES ACT OF 1933, AS AMENDED,


AND
      MAY
      NOT BE TRANSFERRED, SOLD OR OTHERWISE


DISPOSED
      OF EXCEPT WHILE SUCH A REGISTRATION IS IN


EFFECT
      OR
      PURSUANT TO AN EXEMPTION FROM


REGISTRATION
      UNDER SAID ACT




THIS
      CERTIFICATE IS SUBJECT TO CERTAIN ADDITIONAL


RESTRICTIONS
      ON TRANSFER SET FORTH IN


THE
      INDENTURE REFERRED TO BELOW.





CERTIFICATE
      DUE ____________, 2023


ISSUED
      IN
      CONNECTION WITH ONE BOMBARDIER MODEL ________ AIRCRAFT WITH MANUFACTURER’S
      SERIAL NUMBER ________AND INITIALLY BEARING UNITED STATES FEDERAL AVIATION
      ADMINISTRATION REGISTRATION NO. ______ AND TWO _______ MODEL ________
      ENGINES




No. R-1 New
      York, New York




$__________________ __________,
      2008




PINNACLE
      AIRLINES, INC. (the
“Borrower”) hereby
      promises to pay to EXPORT
      DEVELOPMENT CANADA, or registered transferees, the principal sum of
      _________________________________________ and __/100 Dollars
      ($_________________), in consecutive installments, equal to the amount, and
      payable on the dates, set forth in Annex A hereto, together with interest
      on the unpaid principal amount hereof from time to time outstanding from and
      including the date hereof until such principal amount is paid in
      full.  Interest shall accrue with respect to each Interest Period at a
      rate per annum equal to ______% and shall be payable in arrears on each Interest
      Payment Date and on the date this Certificate is paid in full.  This
      Certificate shall bear interest at the applicable Past Due Rate on any principal
      hereof, and, to the extent permitted by applicable law, interest and other
      amounts due hereunder, not paid when due (whether at stated maturity, by
      acceleration or otherwise), for any period during which the same shall be
      overdue, payable on demand by the Holder hereof given through the Indenture
      Trustee.




Interest
      shall be calculated on the basis of a year of 360 days consisting of 12 thirty
      day months provided that for
      any
      period during which interest is calculated on the basis of the Past Due Rate,
      it
      shall be calculated as the basis specified in the definition of “Past Due Rate”
in Section 1.01 of the Indenture.  If any sum payable hereunder
      falls due on a day which is not a Business Day, then such sum shall be payable
      on the next succeeding Business Day.




All
      payments of principal, Break Amount, if any, and interest and other amounts
      to
      be made to the Holder hereof or under the Trust Indenture and Security Agreement
      (_______) dated as of ____________, 2008 (as amended or supplemented from time
      to time, herein called the “Indenture”, the terms defined
      therein and not otherwise defined herein being used herein with the same
      meanings) between the Borrower and Wells Fargo Bank Northwest, National
      Association, as Indenture Trustee thereunder, (i) shall be made in
      accordance with the terms of the Loan Agreement and the Trust Indenture and
      (ii) are guaranteed by Pinnacle Airlines Corp. pursuant to the terms of the
      Guaranty (_______) dated as of _______________, 2008 from Guarantor.




Principal
      and interest and other amounts due hereon shall be payable in Dollars in
      immediately available funds prior to 10:00 a.m., New York, New York time,
      on the due date thereof, to the Indenture Trustee at the Corporate Trust Office
      and the Indenture Trustee shall, subject to the terms and conditions of the
      Indenture, remit all such amounts so received by it to the Holder hereof in
      accordance with the terms of Indenture at such account or accounts at such
      financial institution or institutions as the Holder hereof shall have designated
      to the Indenture Trustee in writing, in immediately available funds, such
      payment to be made, in the case of any such designated account in New York,
      New
      York, prior to noon, New York time, on the due date thereof.  In the
      event the Indenture Trustee shall fail to make any such payment as provided
      in
      the immediately foregoing sentence after its receipt of funds at the place
      and
      prior to the time specified above, the Indenture Trustee agrees to compensate
      the Holder hereof for loss of use of funds in a commercially reasonable
      manner.  All such payments by the Borrower and the Indenture Trustee
      shall be made free and clear of and without reduction for or on account of
      all
      wire or other like charges.




Each
      Holder hereof, by its acceptance of this Certificate, agrees that, except as
      otherwise expressly provided in the Indenture, each payment received by it
      in
      respect hereof shall be applied, first, to the
      payment
      of any amount (other than the principal of or interest on this Certificate)
      due
      in respect of this Certificate, second, to the
      payment of interest hereon (as well as any interest on overdue principal and,
      to
      the extent permitted by law, interest and other amounts payable hereunder)
      due
      hereunder, third, to the
      payment
      of the principal of this Certificate then due and fourth, the balance,
      if any, remaining thereafter, to the payment of the principal of this
      Certificate remaining unpaid, in the manner set forth in the last sentence
      of
      Section 2.06 of the Indenture.  Without limiting the foregoing,
      the Holder hereof, by its acceptance of this Certificate, agrees that if it
      receives any payment or distribution in respect of this Certificate that it
      is
      not entitled to receive under Section 2.02 or Section 9.07 of the
      Indenture, it shall hold any amount so received in trust for the Indenture
      Trustee and forthwith turn over such amount to the Indenture Trustee in the
      form
      received to be applied as provided in Section 9.07 of the Indenture.




This
      Certificate is one of the Certificates referred to in the Indenture which have
      been or are to be issued by the Borrower pursuant to the terms of the
      Indenture.  The Indenture Estate is held by the Indenture Trustee as
      security, in part, for the Certificates.  Reference is hereby made to
      the Indenture and the Loan Agreement referred to therein for a statement of
      the
      rights and obligations of the Holder hereof, and the nature and extent of the
      security for this Certificate and of the rights and obligations of the other
      Certificate Holders, and the nature and extent of the security for the other
      Certificates, as well as for a statement of the terms and conditions of the
      trusts created by the Indenture, to all of which terms and conditions in the
      Indenture and such Loan Agreement each Holder hereof agrees by its acceptance
      of
      this Certificate.




There
      shall be maintained a Certificate Register for the purpose of registering
      transfers and exchanges of Certificates at the Corporate Trust Office of the
      Indenture Trustee or at the office of any successor indenture trustee in the
      manner provided in Section 2.08 of the Indenture.  As provided in
      the Indenture and subject to certain limitations set forth therein and in the
      Loan Agreement, this Certificate or any interest herein may, subject to the
      next
      following paragraph, be assigned or transferred, and the Certificates are
      exchangeable for a like aggregate original principal amount of Certificates
      of
      any authorized denomination, as requested by the Certificate Holder surrendering
      the same.




Prior
      to
      the due presentment for registration of transfer of this Certificate, the
      Borrower and the Indenture Trustee shall deem and treat the person in whose
      name
      this Certificate is registered on the Certificate Register as the absolute
      owner
      of this Certificate and the Certificate Holder for the purpose of receiving
      payment of all amounts payable with respect to this Certificate and for all
      other purposes whether or not this Certificate is overdue, and neither the
      Borrower nor the Indenture Trustee shall be affected by notice to the
      contrary.




This
      Certificate is subject to prepayment as permitted by Sections 2.11 and 2.12
      of the Indenture and to purchase without the consent of the Holder hereof as
      provided in Section 2.15(e) of the Indenture and to acceleration by the
      Indenture Trustee as provided in Section 9.01 of the Indenture, and the
      Holder hereof, by its acceptance of this Certificate, agrees to be bound by
      said
      provisions.




This
      Certificate shall not be secured by or be entitled to any benefit under the
      Indenture or be valid or obligatory for any purpose, unless authenticated by
      the
      Indenture Trustee as evidenced by the manual signature of one of its authorized
      signatories on the certificate below.




This
      Certificate shall be governed by and construed in accordance with the law of
      the
      State of New York.







IN
      WITNESS WHEREOF, the
      Borrower has caused this Certificate to be executed in its corporate name by
      its
      officer thereunto duly authorized, as of the date hereof.




PINNACLE
                AIRLINES, INC.
              By:
              Its:








INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This
      is
      one of the Certificates referred to in the within-mentioned Indenture.




WELLS
                FARGO BANK NORTHWEST,
                NATIONAL ASSOCIATION, as Indenture Trustee
              By:
              Its:








Annex
      A to Certificate




SCHEDULE OF
      PRINCIPAL PAYMENTS




Interest
                Payment Date
            Principal
                Amount
              to
                be Paid





*     *     *