EXHIBIT 99.2
AMENDMENT NO. 4
to the
Airline Services Agreement
By and Among
Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and
Northwest Airlines, Inc.
This Amendment No. 4 (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 (the
"ASA") is made and entered into as of December 13, 2004.
WITNESSETH:
WHEREAS, Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and Northwest
Airlines, Inc. desire to amend certain provisions of the ASA in the manner set
forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and Northwest
Airlines, Inc. enter into this Amendment and agree as follows:
1. The definition of "Aircraft" in Section 1.01 of the ASA is amended
effective December 13, 2004 as follows:
"AIRCRAFT" means, (i) the fifty-one (51) CRJ-200/440 Canadair Regional
Jet aircraft in Pinnacle's fleet as of the Effective Date, (ii) the
sixty-three (63) CRJ-200/440 Canadair Regional Jet aircraft that have
been added to Pinnacle's fleet pursuant to Section 3.02 between the
Effective Date and December 13, 2004; (iii) the twenty-five (25)
additional CRJ-200 or CRJ-440 Canadair Regional Jet aircraft when and
as such aircraft are added to Pinnacle's fleet pursuant to Section
3.02; and (iv) up to one hundred sixty-five (165) additional
CRJ-200/440 Canadair Regional Jet aircraft when, as and if such
aircraft are added to Pinnacle's fleet pursuant to Section 3.02. Any
Aircraft removed from Pinnacle's fleet cease to be "Aircraft" hereunder
upon the date of such removal.
2. Section 3.02(a) of the ASA is amended in its entirety effective
December 13, 2004 to read as follows:
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(a) Determination of Fleet Size. As of the Effective Date, Pinnacle's
fleet consisted of fifty-one (51) CRJ-200/440 Canadair Regional Jet
aircraft and four (4) Spare Engines, and as of December13, 2004,
Pinnacle's fleet consisted of one hundred fourteen (114) CRJ-200/440
Canadair Regional Jet aircraft and seven (7) Spare Engines.
(i) Equipment Additions. Northwest and Pinnacle agree
that (A) subject to Bombardier (x) continuing to
provide or cause to be provided to Northwest
financing for the Equipment on a basis no less
favorable to Northwest than the terms of such
financing as in effect as of the Effective Date and
(y) delivering Canadair Regional Jet Aircraft to
Northwest as scheduled as of the Effective Date, (i)
an additional twenty-five (25) CRJ-200/440 Canadair
Regional Jet Aircraft and three (3) Spare Engines
shall be added to Pinnacle's fleet on or before July
31, 2005, provided that at Northwest's option one of
such Spare Engines may be added to Pinnacle's fleet
after December 31, 2005 and on or before June 30,
2006, and (B) Northwest shall have the right to cause
from time to time up to an additional one hundred
sixty-five (165) CRJ-200/440 Canadair Regional Jet
Aircraft and twenty-four (24) Spare Engines to be
added to Pinnacle's fleet.
(ii) Equipment Removal Rights. Northwest and Pinnacle
agree that (A) Northwest shall have the right from
time to time to cause Pinnacle to assign the Saab
Leases to Northwest (or its designee) or to sublease
to Northwest (or its designee) any or all of the Saab
340 Aircraft; and (B) from and after that time when
Pinnacle has more than one hundred thirty-nine (139)
CRJ-200/440 Aircraft, Northwest shall have the right
upon at least ninety (90) days prior written notice
to require the removal of CRJ-200/440 Aircraft and
related Spare Engines selected by Northwest from
Pinnacle's fleet provided that at no time shall the
number of such Aircraft and Spare Engines removed
pursuant to this Section 3.02(a)(ii)(B) cause the
number of Aircraft in Pinnacle's fleet to be less
than one hundred thirty-nine (139) or cause the
number of Spare Engines in Pinnacle's fleet to be
less than ten (10).
(iii) Additional Equipment Removal Rights. Notwithstanding
Section 3.02(a)(ii)(B), in the event of (A) a labor
action or other event giving rise to Northwest's
right to terminate this Agreement pursuant to Section
10.03(e) and (B) Northwest has not yet exercised its
termination rights, (1) Northwest shall have the
right to terminate Leases for, and take immediate
possession of, up to eighty-nine (89) CRJ 200/440
Aircraft and related Spare Engines selected by
Northwest, and (2) if the labor action or other event
continues beyond 45 days Northwest shall have the
right to select and terminate Leases for, and take
immediate possession of, up to that number of CRJ
200/440 Aircraft in excess of fifty (50) and the
related Spare Engines.
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(iv) Unscheduled Aircraft. Subject to Pinnacle's approval,
which shall not be unreasonably withheld, Northwest
shall determine the appropriate level of unscheduled
Aircraft to be included in Pinnacle's fleet from time
to time.
(v) Spare Engine Requirements. Subject to Section
3.02(a)(i) above, Northwest and Pinnacle shall
mutually determine the appropriate quantity of Spare
Engines to be included in Pinnacle's fleet from time
to time.
3. In consideration for the mutual agreements and covenants contained in
this Amendment, Pinnacle shall pay Northwest $10 million by wire
transfer on December 13, 2004, and shall pay Northwest an additional
$5.115 million by wire transfer on or before July 31, 2005.
4. Miscellaneous. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one
and the same instrument. This Amendment and the rights and obligations
of the parties hereunder shall be construed in accordance with and
governed by the internal laws of the State of Minnesota,
notwithstanding the choice of law provisions thereof. Except as
specifically amended, the ASA remains in full force and effect and is
reaffirmed by each of the parties hereto. From and after the date
hereof all references in the ASA to the "Agreement" shall be deemed to
be references to the Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the
date and year first set forth above.
PINNACLE AIRLINES, INC. NORTHWEST AIRLINES, INC.
By: \s\ Philip H. Trenary By: \s\ Thomas J. Bach
--------------------- ------------------
Name: Philip H. Trenary Name: Thomas J. Bach
Title: President and Title: Vice President,
Chief Executive Officer Marketing Planning and Airlink
PINNACLE AIRLINES CORP.
By: \s\ Philip H. Trenary
---------------------
Name: Philip H. Trenary
Title: President and
Chief Executive Officer
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