EXHIBIT 99.3
THIRD AMENDMENT TO REVOLVING CREDIT FACILITY
THIS THIRD AMENDMENT, dated as of December 13, 2004 (this
"Amendment"), to the REVOLVING CREDIT FACILITY, dated as of January 14, 2003 and
amended as of February 5, 2003 and November 28, 2003 (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:
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 of the Agreement
is hereby amended by deleting the figure "$50,000,000" in the second sentence
thereof and substituting therefor the figure "$25,000,000".
SECTION 3. Amendment to Section 2. The first sentence of
Section 2 of the Agreement is hereby amended to read in its entirety as follows:
"We will make Loans on at least two Business Days' prior written notice
from you to us (a "Borrowing Notice") specifying the proposed amount
and date (which must be a Business Day on which the aggregate amount of
all of your cash, cash equivalents and short term investments (your
"Cash Balance") before giving effect to the making of such Loan is less
than $20,000,000 and after giving effect to the Loan does not exceed
$30,000,000) of such Loan."
SECTION 4. Amendment to Section 6. Section 6 of the Agreement
is hereby amended by adding thereto an additional sentence reading in its
entirety as follows:
"You shall, on any Business Day on which your Cash Balance has exceeded
$30,000,000 for two consecutive Business Days, make a prepayment of the
outstanding principal amount of the Loans in an amount equal to the
lesser of (i) the excess of your Cash Balance over $20,000,000 or (ii)
the aggregate
outstanding principal amount of the Loans, in each case together with
accrued interest to the date of such prepayment on the principal amount
prepaid."
SECTION 5. Amendment to Section 10. Clause (a)(i) of Section
10 of the Agreement is hereby amended to read in its entirety as follows:
"(i) the representations and warranties contained in Section
11 are true and correct on and as of the date of such Loan as though
made on and as of such date, as of the date of such Loan (but before
giving effect thereto) your Cash Balance was less than $20,000,000 and
as of the date of such Loan (and after giving effect thereto) your Cash
Balance will not exceed $30,000,000; and"
SECTION 6. Amendment to Section 13. Clause (f) of Section 13
of the Agreement is hereby amended to read in its entirety as follows:
"(f) Loans and Advances, etc. Make any loan, advance or other
investment in any Person other than (i) United States Treasury
securities and money market funds carrying a minimum rating of A1/P1
from Standard & Poor's and Xxxxx'x Rating Services, (ii) travel
advances to employees and (iii) loans to Guarantor for the sole purpose
of paying start-up costs to obtain, and do business utilizing, a second
airline operating certificate, provided that the aggregate outstanding
principal amount of such loans shall not at any time exceed
$5,000,000."
SECTION 7. 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 8. 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.
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(d) Integration. This Amendment represents the agreement of
the parties with respect to the subject matter hereof, and there are no
promises, 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.
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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/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and
Treasurer
PINNACLE AIRLINES, INC.
By: \s\ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President and
Chief Executive Officer
GUARANTOR CONSENT
The undersigned Guarantor hereby acknowledges receipt of a
counterpart of the foregoing Third 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 Third
Amendment to Revolving Credit Facility.
PINNACLE AIRLINES CORP.
By: \s\ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President and
Chief Executive Officer
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