Negative Pledge Agreement

EXHIBIT 10.6


NEGATIVE PLEDGE AGREEMENT


THIS NEGATIVE PLEDGE AGREEMENT, dated this the 16th day of June, 2005, made by PINNACLE AIRLINES CORP., a Delaware corporation, party of the first part ("Guarantor"), in favor of FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association having its principal place of business at 165 Madison Avenue, Memphis, Tennessee 38103, party of the second part ("Bank").


WITNESSETH:


WHEREAS, Pinnacle Airlines, Inc., a Georgia corporation and a wholly-owned subsidiary of the Guarantor, has made application to the Bank for certain loans and financial accommodations in the maximum principal amount of Seventeen Million Dollars ($17,000,000.00), to be currently evidenced by a Seventeen Million Dollar ($17,000,000.00) revolving credit note of even date herewith and possibly to be evidenced in the future by certain other promissory notes and standby letters of credit (collectively, the "Note") as described in that certain Loan Agreement of even date herewith by and among the Borrower, the Bank, and Pinnacle Airlines Corporation, a Delaware corporation (the "Loan Agreement"); and


WHEREAS, the Guarantor has guaranteed such indebtedness of the Borrower to the Bank; and


WHEREAS, the Bank is unwilling to make such loans unless Guarantor further enters into this Agreement with the Banks;


NOW, THEREFORE, for and in consideration of the premises, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Guarantor does hereby agree with the Bank as follows:


1. So long as Borrower is indebted to Bank pursuant to the Note, Guarantor will not, either directly or indirectly, incur, create, assume, or permit to exist any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind upon any of the property (the "Property") owned by Guarantor and described in EXHIBIT "A," attached hereto and made a part hereof as fully as if set out verbatim herein.


2. Guarantor hereby acknowledges to the Bank that the identity of Guarantor was and continues to be material circumstances upon which the Bank has relied in connection with, and which constitutes valuable consideration to the Bank for, the extending to Borrower of the loan evidenced by the Note. Guarantor therefore covena ...