Exhibit
10.70
  
  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.
 
  
  Modified Term Non-Purpose
Loan Agreement
  
  This Term Loan Agreement (“Agreement”),
dated as of March 11, 2008, is made between Citigroup Global Markets Inc.
(“Smith Barney” or “SB”) and the undersigned, Pinnacle Airlines Corp.
(“Client”), to set forth the terms and conditions that will govern one or more
extensions of credit (each, an “Advance”) by SB to the Client.
  1.)
              a.)  Subject to the
      terms and conditions of this Agreement, SB agrees to make one or more
      Advances to the Client in an aggregate principal amount, which shall not exceed
      sixty million dollars ($60,000,000) at any one time outstanding (the “Loan
      Maximum”), selected by the Client and approved by
      SB.  The initial Advance is set forth in Schedule
      “A”.  Advances may not be made or used for the purpose of
      purchasing, carrying or trading in securities, or retiring indebtedness
      incurred to purchase, carry or trade securities, and the Client agrees to
      furnish SB with a properly completed and executed Federal Reserve Board
      Form T-4 at the time the Client executes this Agreement.  SB
      will not under any circumstances be required to extend credit to the
      Client unless the collateral that secures the Client’s obligation to repay
      each Advance (and accrued interest, if any) is acceptable to SB (SB agrees
      that the Collateral that is in the Client’s Account on the date of this
      Agreement is acceptable to SB for Advances hereunder).  If the
      Client’s obligation to repay one or more Advances (and accrued interest,
      if any) are guaranteed and the guarantor pledges securities in the
      guarantor’s account at SB, the Client acknowledges that such securities
      must be acceptable to SB.
  b.)           The
Client may obtain an Advance by: (i) requesting SB to wire transfer Federal
funds in the amount of the Advance to a bank account in the Client’s name, (ii)
requesting SB to issue a check payable to the Client in the amount of the
Advance, or (iii) by any other method agreed upon by SB and the
Client
  c.)           It
shall be a condition precedent to the first Advance hereunder that the par value
of the Collateral shall be at least [***] times the Loan Maximum.
  d.)           It
shall be a condition precedent to each Advance that there shall have occurred no
material adverse change in the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Client or the Client and
its subsidiaries taken as a whole (“Material Adverse Change”) since the date of
the preceding Advance.  Each Client request for an Advance shall
constitute a representation from Client to SB that no Material Adverse Change
has occurred since the date of the preceding Advance.
  2.)           SB
shall charge the Client interest at a variable rate equal to the monthly average
of the 1-month LIBOR rate plus [***] on the aggregate principal amount of
Advances outstanding, if any.  Such interest shall be computed in the
same manner as that set forth for securities margin accounts in the pamphlet
prepared by SB entitled “Important New Account Information” (hereafter referred
to as “New Account Document”), which may be amended from time to time and which
amendment shall become binding upon written notice to the Client.  The
Client hereby acknowledges receipt of the New Account
Document.  Interest shall be payable monthly.  If (i) a
sufficient amount of cash or money market fund shares is not available in the
Client’s Account to pay the monthly interest amount, or if the Client elects not
to make interest payments from the Account, and (ii) sufficient Collateral
acceptable to SB is in SB’s possession, the interest due shall be added to the
Client’s outstanding principal balance hereunder and thereafter interest shall
accrue on such amount until the Client’s outstanding balance on all Advances has
been repaid in full, whether before or after demand or termination of this
Agreement.  The Client understands that by adding interest to the
outstanding principal balance of Client’s Advances, the amount of additional
Advances the Client may obtain shall be proportionately reduced.  In
no event shall the total interest and fees charged under this Agreement exceed
the maximum interest rate or total fees permitted by law.  In the
event any excess interest or fees are collected, the same shall be refunded or
credited to the Client.
  3.)           a.)  The
Client agrees to pay on the Maturity Date any balance outstanding with respect
to all Advances (including any accrued interest and fees, as well as any costs
of collection and reasonable attorneys’ fees and costs), on February 28, 2009
(“Maturity Date”), (The total amount owed by the Client described in the
preceding sentence is hereafter referred to in this Agreement as the “Loan
Obligation”). The Client may prepay the Loan Obligation in whole or in part
without penalty at any time prior to the Maturity Date.
  4.)  As
continuing security for the Loan Obligations to SB under this Agreement, the
Client hereby assigns, grants and conveys to SB a first priority lien and
security interest in all cash, stocks, bonds, and other securities and
instruments now or hereafter in Client’s Account number [***] (the “Account”)
and all other accounts now or hereafter maintained by the Client with SB, and
all dividends, interest and proceeds of such property, and any property
substituted by the Client in accordance with this Agreement (collectively, the
“Collateral”).  The Client may, with SB’s approval and upon such terms
and conditions prescribed by SB, substitute securities or other property for all
or part of the Collateral.  SB shall permit the Client to remove from
the Account any Collateral consisting of auction rate securities for the purpose
of a sale of such Collateral pursuant to Section 5(b)(iv) and provided that the
proceeds of such sale are applied in compliance with Section
5(b)(iv).  In addition, notwithstanding anything else in this
document, the Client may remove from the Account any Collateral so long as the
remaining Collateral is sufficient to avoid a Shortfall.  For the
avoidance of doubt, after any such removal of Collateral from the Account, no
further Advance shall be available unless there is sufficient Collateral in the
Account to avoid a Shortfall upon the making of such Advance.  The
Client agrees to take any action reasonably requested by SB to maintain and
preserve SB’s first priority lien and security interest in the
Collateral.
  5.)
              Representations,
      Warranties and Covenants.
  a.)
              Each
      party represents and warrants to the other that it is duly organized and
      validly existing under the law of its jurisdiction of establishment, has
      full authority to enter into this Agreement and to perform its obligations
      hereunder, and that this Agreement complies with all laws, rules and
      regulations applicable to such party.  In addition, the Client
      represents and warrants to SB that: (a)  it is not in default
      under any agreement to which it is a party or by which its assets are
      bound involving a liability of [***] or more, not connected with this
      indebtedness (including without limitation pursuant to liquidity covenants
      in agreements with Export Development Canada or other lenders, which
      Client represents and covenants to SB shall have been waived prior to
      Client requesting any Advances under this Agreement) (b) the Collateral is
      not subject to any lien, encumbrance or impediment to transfer (other than
      SB’s lien and security interest) (c) while any Advance (and accrued
      interest, if any) is outstanding, it will not pledge the Collateral or
      grant a security interest in the Collateral to a third party, or permit
      the Collateral to be sold, transferred or become subject to any lien or
      encumbrance other than as provided above and (d) Client has provided SB
      with a true and complete copy of the loan documents entered into by and
      between Client’s subsidiaries and Export Development Canada. The Client
      will be deemed to repeat these representations each time an Advance is
      obtained hereunder.
  b.)
              Client
      covenants and agrees with SB as
follows:
  i.
              Client
      shall utilize the proceeds of all Advances solely for the purpose of
      funding its and its subsidiaries’ payments in respect of aircraft
      deliveries and for general working capital purposes, provided, that in no
      event shall Client utilize any proceeds of any Advance for the purpose of
      buying, carrying or trading in securities or to refinance any indebtedness
      incurred for the purpose of buying, carrying or trading in
      securities.
  ii.
              Client
      shall deliver to SB quarterly unaudited consolidated financial statements
      within 45 days after the end of each calendar quarter, and annual audited
      consolidated financial statements within 90 days after the end of each
      fiscal year during the term of this
Agreement.
  iii.
              Client
      shall notify SB in writing of any default under other indebtedness of
      Client or any of its subsidiaries in principal amount of [***] or more,
      within 5 business days after Client is aware of, or receives notice of,
      such default, which notice shall describe such default and Client’s
      proposed actions in respect of such
default.
  iv.
              Client
      shall, throughout the term of this Agreement, continue to use reasonable
      efforts to sell the Collateral at par value through the auction rate
      resetting process conducted by SB and its affiliates.  Upon any
      such sale, Client shall apply the proceeds of such sale to repayment of
      the Loan Obligations to the extent necessary to avoid a Shortfall (as
      defined below).
  v.
              Client
      shall notify SB in writing immediately upon the occurrence of any
      write-down or reserve taken due to mark-to-market value adjustment of any
      of the Collateral consisting of auction rate
  securities.
  vi.
              Client
      shall at all times maintain net worth equal to or greater than the higher
      of (i) the amount equal to [***] of Client’s net worth based on the
      financial information reported on Client’s most recent financial
      statements filed with the SEC and (ii)
[***].
  6.)           a.)           Any
of the following events that occurs while any Advance (and accrued interest, if
any) is outstanding will be considered a “default” by the Client under this
Agreement: (i) any representation or warranty hereunder by the Client is
incorrect in any material respect or the Client fails to comply with any
covenants set forth in Section 5; (ii) the Client fails to pay the Loan
Obligation on the Maturity Date; (iii) (x) the par value of the Collateral is
less than [***] of the sum of the Advances outstanding (and accrued interest, if
any) at the end of any business day, or (y) the Market Value of the Collateral
is less than [***], or such other minimum maintenance amount promulgated by
FINRA or the NYSE while the loan is outstanding, of the sum of Advances
outstanding (and accrued interest, if any) at the end any business day (either
(x) or (y) a “Shortfall”) and Client fails to eliminate the Shortfall by the end
of the fourth business day thereafter by depositing additional cash and/or
securities acceptable to SB, (iv) the Client fails to perform any of its other
obligations hereunder and such failure is not remedied by the Client within 5
business days after receipt of  notice by  SB of such
failure; (v) a liquidator, receiver or trustee is appointed with respect to all
or substantially all of the Client’s assets, or a bankruptcy petition is filed
by or against the Client, and in the case of a petition filed against the
Client, is not dismissed within sixty (60) business days after it is filed; (vi)
SB does not have a perfected first priority lien and security interest in any of
the Collateral due to a negligent, willful or unauthorized act of the Client or
an agent of the Client and Client fails to remedy such problem
within  six business days after receipt of notice from SB or (vii) the
Client or any of its subsidiaries shall fail to pay any principal of or premium
or interest on any indebtedness (other than the Loan Obligation) that is
outstanding in a principal or notional amount of at least [***] of the Client or
such subsidiary, when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such indebtedness.  For
purposes of this Agreement, a business day is any day on which the regular
trading session on the New York Stock Exchange is open.  As used in
this Agreement, “Market Value” of Collateral shall mean, on any date of
determination, in respect of auction rate securities, (i) par value, from the
date of this Agreement until SB can determine a market price for such securities
and (ii) after SB can determine a market price for such securities, the closing
sales price on such date (or, if such date is not a trading day, the immediately
preceding trading day) for such securities quoted or listed on Bloomberg or
another electronic quoting system in the United States or other secondary market
that develops from which SB can determine a market price, and in respect of
other Collateral, closing market prices for such Collateral on such date (or, if
such date is not a trading day, the immediately preceding trading
day).
  b.)           In
the event a default occurs and Client has failed to cure such default after any
required notice and permitted cure period, SB is authorized, in its sole
discretion, to take one or more of the following actions: (i) declare the Loan
Obligation to be immediately due and payable by the Client to SB; (ii) reduce
the Loan Maximum to a level determined by SB, (iii) liquidate, withdraw or sell
the Collateral and apply it to the Loan Obligation, and (iv) terminate the
Client’s borrowing privileges hereunder.  All of the foregoing actions
may be done without any further notice to, or demand upon, the
Client.  Any sale of Collateral may be made in SB’s sole discretion on
the exchange or market where such business is then usually transacted, at public
auction or private sale.  In addition to SB’s rights under this
Agreement, SB shall have the right to exercise any one or more of the rights and
remedies of a secured creditor under the New York Uniform Commercial Code then
in effect.  All rights and remedies under this Agreement are
cumulative and are in addition to all other rights and remedies that SB may have
at law or equity.  Notwithstanding the foregoing and to the extent
permitted by law, the Client expressly waives compliance with the provisions of
Section 202 of the New York Lien Law.
  c.)  In the event the
proceeds from the sale of the Collateral pursuant to  Section 6(b) are
not sufficient to pay the Loan Obligation in full, SB shall have an unsecured
claim against any of the Client’s other assets to pay all amounts then due and
owing under the Loan Obligation.
  7.)           SB
shall not be liable to the Client for:
  (a) any loss, damage or expense caused
directly or indirectly by circumstances that are not within SB’s reasonable
control, including government restrictions, exchange or market rulings,
suspension of trading, war, strikes or other conditions commonly known as “Acts
of God”, or
  (b) any consequential, incidental,
indirect or special damages, even if such damages are reasonably foreseeable.
The specific reference and intent herein to consequential, incidental, indirect
or special damages is to exclude “lost opportunity” actions and events as a
measure of recoverable damages.
  8.)           This
Agreement 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.
  9.)           This
Agreement may not be assigned by the Client without SB’s prior written consent,
and shall be binding upon the Client’s heirs, executors, administrators,
successors and permitted assigns (whichever is applicable).  SB may
assign this Agreement to any of its affiliates without the Client’s consent or
prior notice to the Client, and this Agreement shall inure to the benefit of and
be binding upon each party’s successors and permitted assigns (whether by
merger, consolidation or otherwise).
  10.)  No
modification or waiver of any provision of this Agreement shall be effective
unless set forth in writing and signed by the parties hereto.  If any
provision of this Agreement is held to be invalid, illegal or unenforceable by
reason of any law, rule, administrative order or judicial decision, such
determination shall not affect the validity of the remaining provisions of this
Agreement.
  11.)           This
Agreement (including all exhibits) and that certain letter dated the date hereof
from SB to Client in respect of this Agreement reflect the entire agreement
between SB and the Client concerning Advances and the Loan Obligation and
supersedes any other agreement, promise, representation or undertaking, whether
written or oral, concerning the Advances and the Loan Obligation.  In
the event of a conflict between the provisions of this Agreement and the
provisions of any other agreement between the Client and SB, this Agreement will
govern, except in the event of a conflict between the provisions of this
Agreement and the letter agreement between the parties, in which case the
provisions of the letter agreement will govern.
  12.)           Without
the necessity of a judicial determination, and whether or not litigation occurs,
the Client hereby agrees to indemnify and hold harmless SB and its directors,
officers, employees, agents and affiliates from any and all claims (whether or
not meritorious), liabilities, judgments, damages, losses, costs and expenses of
any nature whatsoever (including reasonable attorneys’ fees and expenses) in any
way related to, or arising out of or in connection with, this Agreement,
including without limitation the Client’s failure to comply with its obligations
hereunder (including its failure to repay the Loan Obligation when due), any
action taken or omitted by SB at the Client’s request, or any material untruth
or inaccuracy of any of the Client’s representations and warranties in this
Agreement, but not including any claims (whether or not meritorious),
liabilities, judgments, damages, losses, costs and expenses based on SB’s breach
of this Agreement, or any willful or bad faith acts.  This
indemnification shall survive the termination of this Agreement and the payment
of the Loan Obligation.
  13.)           Each
party shall bear its own costs and expenses in connection with the preparation
and review of this Agreement.
  14.)  ARBITRATION
  §
              Arbitration
      is final and binding on the
parties.
  §
              The
      parties are waiving their right to seek remedies in court, including the
      right to jury trial.
  §
              Pre-arbitration
      discovery is generally more limited than and different from court
      proceedings.
  §
              The
      arbitrators’ award is not required to include factual findings or legal
      reasoning, and any party’s rights to appeal or to seek modification of
      rulings by the arbitrators is strictly
limited.
  §
              The
      panel of arbitrators will typically include a minority of arbitrators who
      were or are affiliated with the securities
  industry.
  
  The
Client agrees that all claims or controversies, whether such claims or
controversies arose prior, on or subsequent to the date hereof, between the
Client and SB and/or any of its present or former officers, directors, or
employees concerning or arising from: (i) Advances and any other transaction
involving SB or any predecessor firms by merger, acquisition or other business
combination and the Client, whether or not such transaction occurred in the
Client’s Account, or (ii) the construction, performance or breach of this
Agreement or any other agreement between the Client and SB, or any duty arising
under this Agreement, shall be determined by binding arbitration before, and
only before, any self-regulatory organization or securities exchange of which SB
is a member.  The Client may elect which of these arbitration forums
shall hear the matter by sending a registered letter or telegram addressed to
Citigroup Global Markets Inc. at 787 7 Avenue, 13th floor,
New York, NY 10019, Attn: Law Department.  If the Client fails to make
such election before the expiration of five (5) calendar days after receipt of a
written request from SB to make such election, SB shall have the right to choose
the forum.
  
  No person
shall bring a putative or certified class action to arbitration, nor seek to
enforce any pre-dispute arbitration agreement against any person who has
initiated in court a putative class action; or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until: (i) the class certification is denied, (ii)
the class is decertified, or (iii) the customer is excluded from the class by
the court.
  Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this Agreement except to the extent stated
herein.
  This Loan
Agreement 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.
  15.)
              This
      Agreement supercedes and replaces that certain letter dated February 21,
      2008 addressed to Pinnacle Airlines, Inc. in respect of a Reverse
      Repurchase Agreement Facility, which shall be of no further force and
      effect.
  16.)
              Notices
      delivered under this Agreement by SB may be delivered in writing to Client
      at its address set forth on Schedule A hereto or by facsimile to [***] to
      the attention of Mr. Peter Hunt, or by e-mail to the attention of Mr.
      Peter Hunt at [***].  Notices delivered under this Agreement by
      SB may be delivered in writing to SB at Citi Smith Barney, 787 Seventh
      Avenue, New York, New York 10019 Attention:  Mr. Rick Fortney or
      by e-mail to the attention of Mr. Rick Fortney at
  [***].
  BY
SIGNING BELOW, THE CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT.  THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE
AT SECTION 13.
  
  Pinnacle
Airlines
Corp.                                                                           CITIGROUP GLOBAL MARKETS
INC.
  Print
Client Name
  
  
  /s/ Peter D.
Hunt___________                                                                           /s/ Stuart N.
Weiss________________
  Client
Signature                                                                            Stuart
N. Weiss, Managing Director
  Peter D.
Hunt, Chief Financial Officer, for Pinnacle Airlines Corp. and, for purposes of
Section 15, Pinnacle Airlines Inc.
  [***]                                                                           Stuart
Weiss
  Account
Number                                                                           
Managing Director
   
  
  SCHEDULE
“A”
  
  Schedule
of Securities Constituting
  “The
Collateral” for Purposes of
  This
Agreement
  
  This
Schedule is deemed incorporated in and made a part of this Agreement and further
constitutes “The Collateral” hereunder.
  
  The
“Collateral” as defined in Section 4 of the Agreement shall mean all cash,
stocks, bonds, and other securities and instruments now or hereafter in the
following account(s) at Citigroup Global Markets Inc.:
  # [***]
  
  Extension
of Initial Credit: $________________ (Loan Maximum $60,000,000)
  
  Client(s)
Name: Pinnacle Airlines Corp.
  
  Client(s)
Address: 1689 Nonconnah Boulevard, Suite 111, Memphis, TN
38132-2111