exhibit10-72.htm


    Exhibit
10.72

    


    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 Amended and Restated Loan Agreement

     

    This Amendment No. 1 to Amended and
Restated Loan Agreement, dated as of March 2, 2009 (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 Amended and Restated Loan Agreement dated as of
November 5, 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 as 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
      3.)a.) of the Loan Agreement is hereby amended and restated in its
      entirety as follows:

            


    

     

    
      	
               
      

            	
              “3.)

            	
              a.)

            	
              The
      Client agrees to pay on January 31, 2010 (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.  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.  Any unpaid fees and costs of collection shall be deemed
      to constitute principal of Tranche B Advances for purposes of
      repayment.  All payments in respect of the Loan Obligation shall
      be applied first to the outstanding balance of the Tranche B Advances
      until reduced to zero, and thereafter to the Tranche A
      Advances.”

            


    

     

    
      	
              b.  

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

            


    

     

    
      	
               
      

            	
              “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 (“Par Value
      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, or (y) the Market Value (as defined below) of
      the Collateral is less than [***], or such other minimum maintenance
      percentage 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 of any business day (“Market Value Shortfall” and either
      Par Value Shortfall or Market Value Shortfall, a “Shortfall”) and Client
      fails to eliminate the Market Value Shortfall by the end of the fourth
      business day after receipt of written notice from SB to Client of such
      Market Value Shortfall (which written notice shall include supporting
      documentation for the applicable Market Value unless such Market Value has
      been published on Bloomberg information systems) 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; (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; or
      (viii) any of Client’s capacity purchase agreements listed on Schedule
      6.)a.)(viii) is terminated and not replaced with a similar arrangement
      within thirty (30) days.  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” means, at any time, the latest market closing price of any security
      traded in a nationally recognized market selected by SB for pricing or
      evaluating client collateral accounts, which may include any nationally
      recognized secondary market that develops for auction rate
      securities”

            


    

     

    
      
        

      

    

    
    

     

    
      	
              c.  

            	
              Section
      9.) of the Loan Agreement is hereby amended by adding at the end thereof
      the following:

            


    

     

     

    
      	
               
      

            	
              “In
      connection with any such assignment by SB, Client shall execute and
      deliver any additional customary documents and instruments and perform any
      additional acts that may be necessary or appropriate to effectuate such
      assignment as may be reasonably requested by SB, including without
      limitation execution of a control agreement to perfect such assignee’s
      lien over the Collateral, provided, however, that such control agreement
      does not reduce in any material respect prior to a default Client’s rights
      with respect to the Collateral as set forth in Section
  4.”

            


    

     

    
      	
              d.  

            	
              The
      Loan Agreement is further amended by adding at the end thereof Schedule
      6.)a.)(viii) attached hereto.

            


    

     

    
      	
              2.  

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

            


    

     

    
      	
              3.  

            	
              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.

            


    

     

    
      	
              4.  

            	
              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/ Peter D. Hunt

                Name:  Peter
      D. Hunt

                Title:
      Vice President and CFO

              	
                CITIGROUP
      GLOBAL MARKETS INC.

                By: 
      /s/ Stuart N.
      Weiss           

                Name:
      Stuart N. Weiss

                Title: 
      Managing Director

              


      

    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
6.)a.)(viii)

     

    


     

    1)Amended
and Restated Airline Services Agreement by and among Pinnacle Airlines Corp.,
Pinnacle Airlines, Inc. and Northwest Airlines, Inc. dated December 15,
2006

     

    2)Capacity
Purchase Agreement between Continental Airlines, Inc., Pinnacle Airlines Corp.,
and Colgan Air, Inc. dated February 2, 2007

     

    3)Delta
Connection Agreement dated and effective April 27, 2007 among Delta Air Lines,
Inc., Pinnacle Airlines Corp., and Pinnacle Airlines, Inc.