EXHIBIT 99.4
FOURTH AMENDMENT TO REVOLVING CREDIT FACILITY
THIS FOURTH AMENDMENT, dated as of February 8, 2005 (this "Amendment"), to
the REVOLVING CREDIT FACILITY, dated as of January 14, 2003 and amended as of
February 5, 2003, November 28, 2003 and December 13, 2004 (as so amended, 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:
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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 to read in its entirety as set forth below:
"(a) June 30, 2005;"
SECTION 3. Amendment to Section 13(a). Clause (a) of Section 13 of the
Agreement is hereby amended to read in its entirety as set forth below:
"(a) Debt. Create or suffer to exist any Debt, except (i) that certain
promissory note, dated November 28, 2003 and payable to our order in the
original principal amount of $135,000,000 (the "Dividend Note"); provided,
however, that you hereby agree to cancel the Dividend Note immediately following
its purchase by Guarantor upon the issuance of Guarantor's 3.25% Senior
Convertible Notes due 2025 (the "Convertible Notes") 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 13(d). Clause (d) of Section 13 of the
Agreement is hereby amended to read in its entirety as set forth below:
"(d) Dividends, etc.. Declare or make any dividend or other distribution of
assets, properties, cash, rights, obligations or securities on account of any
shares of your classes of capital stock, or purchase, redeem or otherwise
acquire for value any shares of your classes of capital stock or any warrants,
rights or options to acquire any such shares, now or hereafter outstanding;
provided, however, that you may declare and make any dividend or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of your classes of capital stock, or series of dividends
or distributions thereof, to Guarantor in an aggregate amount sufficient to
enable Guarantor to meet its financial obligations associated with the
Convertible Notes and the issuance thereof which become due and payable between
the date of issuance of the Convertible Notes and the Termination Date,
provided, further, that the sum of any such dividends or distributions, when
added to the sum of any outstanding loans and advances to Guarantor pursuant to
Section 13(f) hereof, shall not at any time exceed $5,000,000, unless there
occurs a conversion event with respect to the Convertible Notes which obligates
Guarantor to repay holders thereof all or part of their principal, provided that
upon such conversion event you agree that we shall have no obligation to make
Loans hereunder in excess of the aggregate amount that would have been drawn by
you in the ordinary course of business in the absence of such conversion event."
SECTION 5. 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 6. 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,
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undertakings, 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.
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: /s/ Daniel B. Matthews
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Name: Daniel B. Matthews
Title: Senior Vice President & Treasurer
PINNACLE AIRLINES, INC.
By: /s/ Philip H. Trenary
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Name: Philip H. Trenary
Title: President and CEO
GUARANTOR CONSENT
The undersigned Guarantor hereby acknowledges receipt of a counterpart of
the foregoing Fourth 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 Fourth Amendment to Revolving
Credit Facility.
PINNACLE AIRLINES CORP.
By: /s/ Philip H. Trenary
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Name: Philip H. Trenary
Title: President and CEO
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