exhibit10-71.htm


    
      

      

    


    Exhibit
      10.71

    


    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.

    


    Amendment
      No. 1 to Modified Term
      Non-Purpose Loan Agreement

    


    This
      Amendment No. 1 to Modified Term
      Non-Purpose Loan Agreement, dated as of June 18, 2008 (this “Amendment”), is
      made between Citigroup Global Markets Inc. (“Smith Barney” or “SB”) and the
      undersigned, Pinnacle Airlines Corp. (“Client”).

     

    Whereas,
      SB and Client have
      entered into that certain Modified Term Non-Purpose Loan Agreement dated as
      of
      March 11, 2008 (the “Loan Agreement”); capitalized terms used herein but not
      defined herein have the meaning given to them in the Loan
      Agreement;

     

    Whereas,
      SB and Client desire
      to amend the Loan Agreement to increase the Loan Maximum to $80,000,000, to
      increase the maximum permitted loan-to-value ratio to [***] and to make the
      other amendments to the Loan Agreement set forth below;

     

    Now,
      therefore, SB and Client,
      for good and valuable consideration, the receipt of which is hereby
      acknowledged, hereby agree as follows:

     

    
      	
              1.  

            	
              Amendments
                to Loan
                Agreement.  The Loan Agreement is hereby amended as
                follows:

            


    

     

    
      	
              a.  

            	
              Section
                1.)a) of the Loan Agreement is hereby amended by deleting the phrase
                “which shall not exceed sixty million dollars ($60,000,000) at any
                one
                time outstanding (the “Loan Maximum”),” and inserting in its place the
                phrase “which shall not exceed eighty million dollars ($80,000,000) at any
                one time outstanding (the “Loan
                Maximum”),”.

            


    

     

    
      	
              b.  

            	
              Section
                1.)d.) of the Loan Agreement is hereby amended by adding the following
                sentence at the end of the section:

            


    

     

    
      	
               

            	
              [***]

            


    

     

    
      	
              c.  

            	
              Section
                6.)a) of the Loan Agreement is hereby amended by deleting the existing
                clause (x) of sub-section (iii) therein and replacing it with the
                following new clause (x):  “(iii)(x) the par value of the
                Collateral is less than [***] ([***] par loan-to-value) of the sum
                of the
                Advances outstanding (and accrued interest, if any) at the end of
                any
                business day,”.

            


    

     

    
      	
              d.  

            	
              Section
                16.) of the Loan Agreement is hereby amended and restated in its
                entirety
                as follows:

            


    

     

    
      	
               

            	
              “Notices
                delivered under this Agreement by SB may be delivered in writing
                to Client
                at 1689 Nonconnah Boulevard, Suite 111, Memphis, Tennessee 38132-2111
                Attention:  Mr. Peter Hunt or by facsimile to (901) 348-4103 to
                the attention of Mr. Peter Hunt, or by e-mail to the attention of
                Mr.
                Peter Hunt at phunt@pncl.com.  Notices delivered under this
                Agreement by SB may be delivered in writing to SB at Citi Smith Barney,
                485 Lexington Avenue, 11th
                Floor, New York, New York 10017 Attention:  Mr. Rick Fortney or
                by e-mail to the attention of Mr. Rick Fortney at
                Richard.W.Fortney@citi.com. 

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              No
                Other
                Amendment.  Except as amended by Section 1 above, the
                Loan Agreement remains in full force and
                effect.

            


    

     

    
      	
              3.  

            	
              Form
                T-4.  The obligation of SB to make any future Advance or
                Advances up to the Loan Maximum as amended hereby, shall be subject
                to the
                requirement that Client shall have delivered to SB a duly completed
                and
                executed Form T-4 in respect of such
                Advance.

            


    

     

    
      	
              4.  

            	
              Governing
                Law.  This Amendment will be governed by, and construed
                in accordance with, the laws of the State of New York, without regard
                to
                the conflict of laws rules of such
                State.

            


    

     

    
      	
              5.  

            	
              Counterparts.  This
                Amendment may be executed in any number of counterparts and by different
                parties hereto on separate counterparts, each of which, when so executed
                and delivered, shall be an original, but all such counterparts shall
                constitute one and the same
                instrument.

            


    

     

    In
      witness whereof, the
      undersigned have executed this Amendment as of the date first
      above-written.

     

    
      	
              PINNACLE
                AIRLINES CORP.

              
              

              By:           
                /s/ Ronald
                T.
                Kay

              Name:  Ronald
                T. Kay

              Title:  Vice
                President, Finance and Treasurer

              
              

              
              

            	
              CITIGROUP
                GLOBAL MARKETS INC.

              
              

              By:           
                /s/ Stuart
                N.
                Weiss

              Name:  Stuart
                N. Weiss

              Title:  Senior
                Credit Officer Level II

              
              

              
              

            


    

    


     

     

    
      
        
        

      

      
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