AMENDMENT NO. 2
Airline Services Agreement
By and Among
Pinnacle Airlines Corp., Pinnacle Airlines, Inc. and Northwest Airlines, Inc.
This Amendment No. 2 (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, as amended by Amendment No. 1, dated September 11, 2003 (the "ASA") is made and
entered into as of November 26, 2003.
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
1. Amendment of Section 1.01. Section 1.01 of the ASA is amended as of the Revision Date as follows:
(a) The definition of "Market Margin Rate" in Section 1.01 of the ASA is amended to read as follows:
"MARKET MARGIN RATE" OR "MMR" means the weighted (by revenue) average full year operating margin
of the five largest (by revenue) publicly traded U.S. domestic regional airlines operating primarily regional jet
aircraft; provided, however, that if the result of this calculation is greater than 12 percent, the MMR shall be 12
percent , and if the result is less than 8 percent, the MMR shall be 8 percent. The MMR shall be initially
calculated with respect to calendar year 2008 and it shall be re-calculated with respect to each fifth year
thereafter so long as this Agreement remains in effect.
(b) The following definition of "Revision Date" shall be inserted in
Section 1.01 of the ASA after the definition of "Revenue Threshold":
"REVISION DATE" shall have the meaning ascribed to such term in Section 9 of Amendment No. 2 to the
2. Amendment of Section 2.15. Section 2.15 of the AS