Engine Lease Agreements

ENGINE LEASE AGREEMENT

THIS ENGINE LEASE AGREEMENT is made as of August 15, 2003,

BETWEEN:

(1) Aviation Financial Services Inc., a company incorporated under the Laws of the State of Delaware having its principal place of business and chief executive office at c/o GE Engine Leasing, GE Capital Aviation Services, Inc., 201 High Ridge Road, Stamford, Connecticut 06927 (Lessor); and

(2) AirTran Airways, Inc., a company incorporated under the Laws of the State of Delaware having its principal place of business and chief executive office at 9955 AirTran Boulevard, Orlando, Florida 32827 (Lessee).

WHEREAS:

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

AD Compliance Period means ninety (90) days after the Return Occasion.

Agreed Value has the meaning specified in Schedule B, Part I hereto.

Annual Supplemental Rent Adjustment and Assumed Ratio have the meanings specified in Schedule B, Part V hereto.

Common Terms Agreement or CTA means the Engine Lease Common Terms Agreement dated as of August 15, 2003 executed by Lessor and Lessee (as in effect on the date hereof without, unless Lessor and Lessee otherwise expressly agree, giving any effect to any subsequent amendment, supplement, waiver or other modification thereto), and which forms part of this Engine Lease Agreement, a true and complete copy of which is attached as Schedule C hereto.

ENGINE LEASE

COMMON TERMS AGREEMENT

THIS COMMON TERMS AGREEMENT (this CTA) is made as of August 15, 2003

BETWEEN:

WHEREAS:

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

All references herein to Lease mean the various documents comprising the Lease. In the Lease, capitalized words and expressions not otherwise defined have the meanings set out for them in Schedule 1 (Definitions) or in the Engine Lease Agreement.

Lessee hereby makes the representations and warranties set out in Section 1.1 of Schedule 2 (Representations and Warranties) as of the date of execution of the Engine Lease Agreement and as of the Delivery Date, and Lessee understands that these statements must be true, both when the Engine Lease Agreement is executed and on the Delivery Date.

Lessor hereby makes the representations and warranties set out in Section 1.2 of Schedule 2 (Representations And Warranties) as of the date of execution of the Engine Lease Agreement and as of the Delivery Date, and Lessor understands that these statements must be true, both when the Engine Lease Agreement is executed and on the Delivery Date.

Lessor need not deliver and start the leasing of the Engine under the Lease unless each of the Lessor Conditions Precedent is satisfied or waived in writing by Lessor. Lessee need not accept and start the leasing of the Engine under the Lease unless each of the Lessee Conditions Precedent is satisfied or waived in writing by Lessee.

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ENGINE LEASE AGREEMENT

[NW 200         ]

This ENGINE LEASE AGREEMENT [NW 200           ], dated as of                 , 200  , between NORTHWEST AIRLINES, INC., a corporation organized and existing pursuant to the laws of the State of Minnesota (Lessor), and PINNACLE AIRLINES, INC., a corporation organized and existing pursuant to the laws of the State of Georgia (Lessee);

W I T N E S S E T H:

WHEREAS, Lessor has agreed to lease the Engine to Lessee, Lessee has agreed to enter into this Lease for use of the Engine by Lessee in its operations in accordance with the Airline Services Agreement and for no other purpose, and the parties hereto intend this Lease to be an operating lease; and

WHEREAS, Lessor is providing a valuable financial accommodation to Lessee by making the Engine available to Lessee pursuant to this Lease, and Lessor is entering into this Lease solely to provide the Engine to Lessee for use in its operations in accordance with the Airline Services Agreement; and

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Lessee and Lessor intending to be legally bound agree as follows:

SECTION 1.  Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Lease and shall be equally applicable to both the singular and the plural forms of the terms herein defined:

Additional Insured means Lessor or such other Person as Lessor may designate.

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.  For the purposes of this definition, control (including controlled by and under common control with) shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such person whether through the ownership of voting securities or by contract or otherwise.  For the avoidance of doubt, Lessor and its Affiliates are not Affiliates of Lessee.

After-Tax Basis means an amount, which, after deduction of all Federal, state, local and foreign taxes required to be paid by or on behalf of the recipient in respect of the receipt or realization of such amount, is equal to the payment

required under the provisions of the Lessee Documents that requires payments to be made on an After-Tax Basis.

Aircraft means any Airframe leased or subleased to Lessee or an Affiliate of Lessee by Lessor or an Affiliate of Lessor suitable for Lessees installation, use and operation of the Engine.

Aircraft Documentation has the meaning specified in Exhibit D hereto.

Airframe means: any Bombardier Inc. Canadair Regional Jet Model CL-600-2B19 aircraft (except engines from time to time installed thereon) specified in the lease or sublease of such aircraft between Lessor or an Affiliate of Lessor and Lessee or an Affiliate of Lessee; and (ii) any and all parts associated therewith (except engines from time to time installed thereon) and covered by such sublease.

Airline Services Agreement means the Airline Services Agreement dated as of March 1, 2002 between Lessor and Lessee, as modified, amended or supplemented from time to time pursuant to the terms thereof.

Bankruptcy Code means the Bankruptcy Reform Act of 1978, as amended, or any subsequent legislation that amends, supplements or supersedes such provisions.

Base Rate means the rate of interest announced publicly by Citibank, N.A. in New York, New York from time to time as its base rate.

Basic Rent means, for the Term, the rent payable for the Engine pursuant to Section 3(b).

Basic Shop Visit means any shop visit, as defined by the Engine Manufacturer that is based on an approved program of condition monitoring and trend monitoring of performance deterioration that results in an Engine being restored to full performance standard.

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 the City of New York, New York; or Minneapolis, Minnesota.

C Check means a C Check, as such term is defined in the Maintenance Program relating the Aircraft that meets the requirements of a C Check as defined in the Bombardier Inc. Maintenance Requirement Manual.

Certificated Air Carrier means a Citizen of the United States holding a carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49, United States Code, for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo or that otherwise is certified or