EXHIBIT 4.5 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT This AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT, effective as of March 2, 2006 ("Amendment No. 2"), between PINNACLE AIRLINES CORP., a Delaware Corporation (the "Company"), and COMPUTERSHARE TRUST...Rights Agreement • April 27th, 2006 • Pinnacle Airlines Corp • Air transportation, scheduled • Delaware
WITNESSETH:Security Agreement • June 23rd, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
EXHIBIT 99.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE is made and entered into this 1st day of November, 2005 by and between Alice G. Pennington (hereinafter referred to as "Employee") and Pinnacle...Separation Agreement • November 14th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled
amongRegistration Rights Agreement • February 8th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
EXHIBIT 99.1Purchase Agreement • February 8th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
AGREEMENTSLoan Agreement • June 23rd, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
FORM OFSublease Agreement • April 29th, 2002 • Pinnacle Airlines Corp • Air transportation, scheduled
INDENTUREIndenture • February 8th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
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...Revolving Credit Facility • February 8th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • Minnesota
EXHIBIT 10.5 NEGATIVE PLEDGE AGREEMENT THIS NEGATIVE PLEDGE AGREEMENT, dated this the 16th day of June, 2005, made by PINNACLE AIRLINES, INC., a Georgia corporation, party of the first part ("Borrower"), in favor of FIRST TENNESSEE BANK NATIONAL...Negative Pledge Agreement • September 26th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
EXHIBIT 10.28 AMENDED AND RESTATED MANAGEMENT COMPENSATION AGREEMENT (CHIEF EXECUTIVE OFFICER)Management Compensation Agreement • August 12th, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
EXHIBIT 10.2 GUARANTY AGREEMENT FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to PINNACLE AIRLINES, INC., a Georgia...Guaranty Agreement • June 23rd, 2005 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
THIS GUARANTY SHALL BE A CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY, and shall remain in full force and effect until the Indebtedness (and interest thereon and expenses in connection therewith), and all renewals, modifications, or extensions thereof, in whole or in part, shall have been fully paid and satisfied and shall remain in full force and effect until written notice of its discontinuance, addressed to the President of the Bank, shall be actually received by the Bank (the burden of proof of receipt by the Bank of such notice being in all cases upon the Guarantor), and also until any and all said Indebtedness, or any extensions or renewals thereof, existing before receipt of such notice, and expenses in connection therewith, shall be fully paid. Regardless of when a renewal or extension of pre-termination debt occurs (with or without adjustment of interest rate or other terms), the debt is deemed to have been incurred prior to termination to the extent of the renewal or exten
FORM OFFacilities Use Agreement • April 29th, 2002 • Pinnacle Airlines Corp • Air transportation, scheduled
MANAGEMENT COMPENSATION AGREEMENT (Senior Vice President and Chief Financial Officer) between PINNACLE AIRLINES CORP. and CURTIS J. BERCHTOLD dated as of September 7, 2012Management Compensation Agreement • September 7th, 2012 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
This Management Compensation Agreement (the "Agreement") is made and entered into as of September 7, 2012, by and between Pinnacle Airlines Corp., a Delaware corporation ("Company"), and Curtis J. Berchtold ("Executive").
AMENDMENT NO. 3 to the Airline Services Agreement By and Among Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and Northwest Airlines, Inc.Airline Services Agreement • December 16th, 2004 • Pinnacle Airlines Corp • Air transportation, scheduled • Minnesota
ContractManagement Compensation Agreement • May 17th, 2010 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
EXHIBIT A JOINT REPORTING AGREEMENTJoint Reporting Agreement • February 14th, 2007 • Pinnacle Airlines Corp • Air transportation, scheduled
Execution Copy CAPACITY PURCHASE AGREEMENT between Continental Airlines, Inc., Pinnacle Airlines Corp. and Colgan Air, Inc. Dated as of February 2, 2007Capacity Purchase Agreement • November 2nd, 2007 • Pinnacle Airlines Corp • Air transportation, scheduled • Texas
This Capacity Purchase Agreement (this “Agreement”), dated as of February 2, 2007, is among Continental Airlines, Inc., a Delaware corporation (“Continental”), Pinnacle Airlines Corp., a Delaware corporation (“Parent”), and Colgan Air, Inc., a Virginia corporation (“Carrier” and, together with Parent, “Contractor”).
MANAGEMENT COMPENSATION AGREEMENT between PINNACLE AIRLINES, INC. and PHILIP H. TRENARY dated as of January 14, 2003Management Compensation Agreement • November 7th, 2003 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
MANAGEMENT COMPENSATION AGREEMENT made as of the 14th day of January, 2003 between Pinnacle Airlines, Inc., a Georgia corporation (the “Company”) and Philip H. Trenary (the “Executive”).
AMENDMENT NO. 2 to the Airline Services Agreement By and Among Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and Northwest Airlines, Inc.Airline Services Agreement • November 20th, 2003 • Pinnacle Airlines Corp • Air transportation, scheduled • Minnesota
This Amendment No. 2 (the “Amendment”) to the Airline Services Agreement by and among Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and Northwest Airlines, Inc., dated January 14, 2003 and made effective as of January 1, 2003, as amended by Amendment No. 1, dated September 11, 2003 (the “ASA”) is made and entered into as of November __, 2003.
AMENDED AND RESTATED FACILITIES USE AGREEMENTFacilities Use Agreement • November 7th, 2003 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
This AMENDED AND RESTATED FACILITIES USE AGREEMENT (the “Agreement”) is made and entered into as of this day of , 2003 by and between Northwest Airlines, Inc., a Minnesota corporation (“Northwest”) and Pinnacle Airlines, Inc. (formerly Express Airlines I, Inc.), a Georgia corporation (“Pinnacle”).
GUARANTYGuaranty • November 14th, 2003 • Pinnacle Airlines Corp • Air transportation, scheduled • Minnesota
THIS GUARANTY (this “Guaranty”), dated as of __________, 2003, made by PINNACLE AIRLINES CORP., a Delaware corporation (the “Guarantor”), in favor of NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Lender”).
RIGHTS AGREEMENT Dated November __, 2003 between PINNACLE AIRLINES CORP. and EQUISERVE TRUST COMPANY, N.A., as Rights AgentRights Agreement • November 14th, 2003 • Pinnacle Airlines Corp • Air transportation, scheduled • Delaware
THIS RIGHTS AGREEMENT is dated November __, 2003 and is between Pinnacle Airlines Corp., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., a National Banking Association, as rights agent (the “Rights Agent”).
SECOND AMENDED AND RESTATED AIRLINE SERVICES AGREEMENT by and among PINNACLE AIRLINES CORP., PINNACLE AIRLINES, INC. MESABA AVIATION, INC. and DELTA AIR LINES, INC. Dated as of July 1, 2010Airline Services Agreement • April 25th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • Minnesota
THIS SECOND AMENDED AND RESTATED AIRLINE SERVICES AGREEMENT (together with all exhibits, schedules and attachments hereto, the “Agreement”) is entered into as of this 1st day of July, 2010 (the “Effective Date”), by and among PINNACLE AIRLINES CORP., a Delaware corporation (“Pinnacle Corp.”), PINNACLE AIRLINES, INC., a Georgia corporation and a wholly-owned subsidiary of Pinnacle Corp. (“Pinnacle”), MESABA AVIATION, INC., a Minnesota corporation and, upon the closing of the transactions contemplated under the Purchase Agreement (as defined below), a wholly-owned subsidiary of Pinnacle Corp. and an Affiliate of Pinnacle (“Mesaba”), and DELTA AIR LINES, INC., a Delaware corporation (“Delta” and each of Pinnacle Corp., Pinnacle, Mesaba and Delta, a “Party” and, collectively, the “Parties”).
AMENDED AND RESTATED MANAGEMENT COMPENSATION AGREEMENT (Chief Executive Officer) between PINNACLE AIRLINES CORP. and SEAN E. MENKE dated as of November 30, 2011Management Compensation Agreement • December 2nd, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • Tennessee
This Management Compensation Agreement (the "Agreement") is made and entered into as of November 30, 2011, by and between Pinnacle Airlines Corp., a Delaware corporation ("Company"), and SEAN E. MENKE ("Executive").
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. CF34-3B1...Repair and Services Agreement • August 28th, 2009 • Pinnacle Airlines Corp • Air transportation, scheduled • Minnesota
THIS AGREEMENT is dated September 1, 2007 (the “Effective Date”), and made between: Northwest Airlines, Inc. (“Northwest”), a corporation organized and existing under the laws of Minnesota, whose principal place of business is at Minneapolis, Minnesota; and Standard Aero Limited (“VENDOR”), a corporation organized and existing under the laws of Manitoba, Canada, whose principal place of business is at 33 Allen Dyne Road, Winnipeg, Manitoba, Canada R3H 1A1.
GUARANTYGuaranty • November 18th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
WHEREAS, concurrently herewith, Colgan Air, Inc. (“Lessee”), a Virginia corporation, is entering into the Aircraft Lease Agreement (as amended or supplemented, the “Lease”) dated as of the date hereof, with Wells Fargo Bank Northwest, National Association, not individually but solely as Owner Trustee (“Lessor”), in connection with the lease of one (1) Bombardier DHC-8-402 aircraft, bearing Manufacturer’s Serial Number 4351. Capitalized terms used herein without definition, unless the context otherwise requires, have the meanings specified in the Lease; and
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. LOAN...Loan Agreement • August 28th, 2009 • Pinnacle Airlines Corp • Air transportation, scheduled
THIS LOAN AGREEMENT (_____) dated as of ____________, 2008 among (i) PINNACLE AIRLINES, INC. a Georgia corporation, (the “Borrower”), (ii) EACH CERTIFICATE HOLDER from time to time, and (iii) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Indenture Trustee.
ContractCredit Agreement • April 25th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled
by and among PINNACLE AIRLINES CORP. PINNACLE AIRLINES, INC., MESABA AVIATION, INC. and DELTA AIR LINES, INC. Dated as of July 1, 2010Delta Connection Agreement • April 25th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
THIS 2010 DELTA CONNECTION AGREEMENT (the “Agreement”), dated and effective the 1st day of July, 2010, is among Delta Air Lines, Inc., whose principal address is 1030 Delta Boulevard, Atlanta, Georgia 30320 ("Delta"), Pinnacle Airlines Corp., whose principal address is 1689 Nonconnah Boulevard, Suite 111, Memphis, TN 38132 (“Parent”), Pinnacle Airlines, Inc., whose principal address is 1689 Nonconnah Boulevard, Suite 111, Memphis, TN 38132 (“Pinnacle”) and Mesaba Aviation, Inc., whose principal address is 1000 Blue Gentian Road, Suite 200, Eagan, MN 55121 (Mesaba”).
SAAB 340B+ DELTA CONNECTION AGREEMENTSaab 340b+ Delta Connection Agreement • April 25th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
This Saab 340B+ Delta Connection Agreement (this “Agreement”), dated and effective the 1st day of July, 2010 (the “Agreement Date”), is among Delta Air Lines, Inc., whose principal address is 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Pinnacle Airlines Corp., whose principal address is 1689 Nonconnah Boulevard, Suite 111, Memphis, Tennessee 38132 (“Parent”) and Mesaba Aviation, Inc., whose principal address is 1000 Blue Gentian Road, Suite 200, Eagan, MN 55121 (“Operator” and together with Delta and Parent, each a “Party” and collectively, the “Parties”).
ContractDelta Connection Agreement • April 25th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • Delta
ContractAircraft Sale Agreement • November 18th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled
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.
ContractStock Purchase Agreement • April 25th, 2011 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
ASSIGNMENT OF CLAIM AGREEMENTAssignment of Claim Agreement • March 8th, 2007 • Pinnacle Airlines Corp • Air transportation, scheduled • New York
Pinnacle Airlines, Inc., a Delaware corporation, with offices at 1689 Nonconnah Blvd., Suite 111, Memphis, TN 38132 (“Assignor”), for good and valuable consideration does hereby irrevocably sell, convey, transfer and assign to Goldman Sachs Credit Partners L.P., a Delaware limited partnership (“GSCP”), and its successors and assigns, with offices at One New York Plaza, Floor 49, New York, NY 10004 (“Assignee”), all of Assignor’s right, title and interest in and to the claim or claims of Assignor (the “Claim”) evidenced by proof of claim number 621 (the “Proof of Claim”) filed in the aggregate amount of approximately $15,577,352.44 against Mesaba Aviation, Inc. (the “Debtor”) the debtor-in-possession in the chapter 11 reorganization case, case no. 05-39258 (the “Case”), in the United States Bankruptcy Court for the District of Minnesota (the “Bankruptcy Court), and all rights and benefits of the Assignor relating to the Claim, including without limitation: (i) the Assignor’s right to re
