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:
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"(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
