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 COMPANY., N.A., a National
Banking Association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of November 14, 2003 (as previously amended, the "Rights
Agreement"); and
WHEREAS, the Company and the Rights Agent now desire to make certain
amendments to the Rights Agreement, as more specifically provided herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. AMENDMENT AND RESTATEMENT OF SECTION 1. In Section 1 "Certain
Definitions" of the Rights Agreement, the definition of "Person" is hereby
amended, restated and replaced in its entirety by the following:
"PERSON" means any individual, partnership, firm corporation, company
association, trust, unincorporated organization, syndicate or group
(the existence of a "group" being determined in accordance with Rule
13d-5 under the Exchange Act, as the Rule is in effect on the date of
this Agreement including, but not limited to, a Person having any
agreement, arrangement or understanding [whether formal or informal and
whether of not in writing] with any other Person to act together to
acquire, offer to acquire, hold, vote or dispose of any Common Shares
of the Company).
2. NO OTHER AMENDMENTS. Except as expressly amended hereby, the terms of
the Rights Agreement will remain in full force and effect in all respects.
3. GOVERNING LAW. This Agreement and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such state applicable to contracts to be made and performed entirely
within such state.
4. COUNTERPARTS. This Amendment No. 2 may be executed in any number of
counterparts, and each of such counterparts will for all purposes be deemed to
be an original, and all such counterparts will together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of the day and year first above written.
PINNACLE AIRLINES CORP.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Vice President and Chief Financial
Officer
COMPUTERSHARE TRUST COMPANY., N.A.
as Rights Agent
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Vice President
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