Exhibit
10.6.2


SECOND AMENDMENT TO
REVOLVING CREDIT FACILITY


 


 


                                THIS
SECOND AMENDMENT, dated as of ________, 2003 (this “Amendment”), to the
REVOLVING CREDIT FACILITY, dated as of January 14, 2003 and amended as of
February 5, 2003 (the “Agreement”), between NORTHWEST AIRLINES, INC., a
Minnesota corporation (“Northwest”), and Pinnacle Airlines, Inc., a
Georgia corporation (“Pinnacle”);


 


 


W I T N E S S E T H:


 


                                WHEREAS,
Northwest and Pinnacle are parties to the Agreement; and


 


                                WHEREAS,
Pinnacle has requested that the Agreement be amended as set forth herein;


 


                                NOW
THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:


 


                                SECTION
1.  Defined Terms.  Terms defined in the Agreement and used
herein shall have the meanings given to them in the Agreement.


 


                                SECTION
2.  Amendment to Section 1.  Section 1(a) of the Agreement is hereby
amended and restated to read in its entirety as follows:


 


                “(a)    December 31, 2004, provided that,
in the event you are unable to arrange the Replacement Credit Facility on or
prior to such date, such date may be extended by you on at least ten Business
Days’ prior written notice from you to us furnished no earlier than December
10, 2004 to a date set forth in such notice and in no event later than December
31, 2005;”


 


                                SECTION
3.  Amendment to Section 13.  Clause (a) of Section 13 of
the Agreement is hereby amended to read in its entirety as follows:


 


                (a)  Debt.  Create or suffer to exist any Debt, except (i) that certain
promissory note, dated ________, 2003 and payable to our order in the original
principal amount of $135,000,000, and (ii) a cash collateralized line of credit
with Union Planters Bank in an amount not in excess of $1,000,000 at any time
and used solely for the purpose of obtaining letters of credit from Union
Planters Bank.


 


                                SECTION
4.  Amendment to Section 14.  Section 14(j) of the Agreement is hereby
deleted.


 

















 


                                SECTION
5.  Amendment to Section 18.  The definition of “Airline Services
Agreement” in Section 18 of the Agreement is hereby amended to read in its
entirety as set forth below:


 


                “Airline
Services Agreement” means that certain Airline Services Agreement, dated as
of January 14, 2003, between you and us, as amended from time to time.


 


                                SECTION
6.  Amendment to Guaranty.  Article IV of the Guaranty is hereby amended
to read in its entirety as set forth below:


 


ARTICLE IV


 


COVENANT


 


                The
Guarantor covenants and agrees that, so long as any portion of the Guaranteed
Obligations shall remain unpaid or the Lender shall have any outstanding
commitment to the Borrower under the Letter Agreement, the Guarantor will not
engage in any business activity except as permitted by Section 2.15 of the
Airline Services Agreement.


 


                                SECTION
7.  Effectiveness of this Amendment.


 


                                This
Amendment shall become effective on the date on which Northwest shall have
received counterparts of this Amendment duly executed and delivered by Pinnacle
and Guarantor.


 


                                SECTION
8.  Miscellaneous.


 


                                (a)           Effect.  Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions of the
Agreement shall remain unamended and not waived and shall continue to be in
full force and effect.


 


                                (b)           Counterparts.  This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts
(including by telecopy transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.


 


                                (c)           Severability.  Any provision of this Amendment 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.


 


                                (d)           Integration.  This Amendment represents the agreement of
the parties with respect to the subject matter hereof, and there are no
promises, undertakings, 


 


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representations or warranties relative to the subject matter hereof not
expressly set forth or referred to herein.


 


                                (e)           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
MINNESOTA.


 


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                                IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


	
   

  	
   

  	
   

  	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PINNACLE AIRLINES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


 


 


GUARANTOR CONSENT


 


                                The
undersigned Guarantor hereby acknowledges receipt of a counterpart of the
foregoing Second Amendment to Revolving Credit Facility, consents to all of the
terms and provisions thereof and acknowledges and agrees that its Guaranty,
dated as of January 14, 2003, in favor of Northwest shall remain in full force
and effect after giving effect to the foregoing Second Amendment to Revolving
Credit Facility.


 


 


	
   

  	
   

  	
  PINNACLE AIRLINES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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