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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
corporation (hereinafter called the
"Debtor"), by FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, a national banking association
organized and existing under the
laws of the United States, and having a
place of business in Memphis, Tennessee
(hereinafter called the "Bank"), the
undersigned PINNACLE AIRLINES CORP., a
Delaware corporation (hereinafter called
the "Guarantor"), hereby jointly and
severally (if more than one), for
themselves, their heirs, executors,
administrators and successors absolutely
and unconditionally guarantee(s) the
full and prompt payment to the Bank, at
maturity (whether by acceleration or
otherwise) and at all times thereafter, of
any and all indebtednesses,
obligations and liabilities under that
certain Revolving Credit Note dated as of
June 16, 2005, in the original principal
amount of Seventeen Million Dollars
($17,000,000.00), executed by the Debtor
and payable to the order of the Bank,
and under any other loan documents related
thereto (collectively, the "Loan
Documents"), and all amendments,
extensions, renewals, and modifications
thereof, together with all expenses, legal
and/or otherwise (including court
costs and attorney's fees) incurred by the
Bank in collecting or endeavoring to
collect such indebtedness or any part
thereof, in protecting any collateral, and
in enforcing this Guaranty (all of which is
collectively referred to as the
"Indebtedness"). The right of recovery,
however, against the Guarantor (or each
of them, if more than one) is limited to
Seventeen Million Dollars
($17,000,000.00) plus interest on all loans
and/or advances hereunder and all
expenses hereinbefore mentioned.
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
extension, and to be fully covered by this
Guaranty. The dissolution or
withdrawal of the Guarantor (or any of
them, if more than one) shall not
terminate this Guaranty until notice of any
such dissolution or withdrawal,
given as above provided, shall have
actually been received by the Bank, and
until all of said Indebtedness, or any
extensions or renewals thereof, existing
before receipt of such notice shall be
fully paid. In the event of any such
dissolution or withdrawal and notice
thereof to the Bank, this Guaranty shall,
notwithstanding, continue and remain in
force against any surviving Guarantor
until discontinued as hereinabove
provided.
The Bank is hereby expressly authorized to make from time to
time,
without notice to anyone: any renewals,
modifications or extensions, whether
such renewals, modifications or extensions
be in whole or in part and without
limit as to the number of such extensions
or of the renewal periods thereof, and
without notice to or further assent from
the undersigned, sales,
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pledges, surrenders, compromises,
settlements, releases, indulgences,
alterations, substitutions, exchanges,
changes in, modifications, or other
dispositions including, without limitation,
cancellations, of all or any part of
the collateral pledged to secure the
Indebtedness or any part of said
Indebtedness, either express or implied, or
of any contracts or instruments
evidencing any thereof, or of any security
or collateral therefor, and/or to
take any security for or other guaranties
upon any of said Indebtedness; and the
liability of the Guarantor (or any of them,
if more than one) shall not be in
any manner affected, diminished or impaired
thereby, or by any lack of
diligence, failure, neglect or omission on
the part of the Bank to make any
demand or protest, or give any notice of
dishonor or default, or to realize upon
or protect any of said Indebtedness, or any
collateral or security therefor, or
to exercise any lien upon or right of
appropriation or setoff of any moneys,
accounts, credits, or property of said
Debtor, possessed by the Bank, towards
the liquidation of said Indebtedness, or by
any application of payments or
credits thereon. The Bank shall have the
exclusive right to determine how, when
and what application of payments and
credits, if any, shall be made on said
Indebtedness, or any part thereof, and
shall be under no obligation, at any
time, to first resort to, make demand on,
file a claim against, or exhaust its
remedies against the Debtor, or any one or
more of the Guarantors, or other
persons or corporations, their properties
or estates, or to resort to or exhaust
its remedies against, any collateral,
security, property, liens or other rights
whatsoever. It is expressly agreed that the
Bank may at any time make demand for
payment on, or bring suit against the
Guarantor (or any of them, if more than
one), or any other guaran
