Exhibit 10.20.1


 


AMENDMENT TO OMNIBUS
AGREEMENT


Among Pinnacle Airlines
Corp., Northwest Airlines, Inc., Northwest Airlines Corporation and Fiduciary
Counselors, Inc.


 


 


This AMENDMENT is dated as of September 11, 2003, and is between
Pinnacle Airlines Corp. (“Pinnacle Corp.”), Northwest Airlines,
Inc. (“Northwest”), Northwest Airlines Corporation (“NWA
Corp.”) and Fiduciary Counselors, Inc. (f/k/a “Aon Fiduciary
Counselors, Inc.” and referred to herein as “Fiduciary Counselors”).  Capitalized terms used herein but not
otherwise defined herein shall have the meaning ascribed to such terms in the
Omnibus Agreement.


Preamble


1.             Pinnacle Corp.,
Northwest, NWA Corp. and Fiduciary Counselors have entered into an Omnibus
Agreement, dated as of January 15, 2003 (as amended, supplemented or otherwise
modified from time to time, the “Omnibus Agreement”).


2.             The parties to the
Omnibus Agreement wish to amend the Omnibus Agreement to comply with the terms
of the letter agreement dated September 11, 2003, between Northwest and the
airline pilots in service of Northwest, as represented by the Air Line Pilots
Association, International.


The parties agree as follows:


ARTICLE I


AMENDMENT


Section 1.1.  Amendments. (a)  Effective as of the date of this Amendment,
Section 9.1(b) is replaced by the following provision:


(b)           Registration of
Pinnacle Corp. Shares in IPO.  The
number of Pinnacle Corp. Shares to be registered by Pinnacle Corp. in an IPO
will not be less than the number of Pinnacle Corp. Shares indicated by the
managing underwriter of the IPO as necessary to effect an optimal offering of
such Pinnacle Corp. Shares.  The Plans
will sell Plan Shares in the IPO at the direction of Northwest ratably (subject
to the following provisions of this Section 9.1(b)) with Northwest’s sale of
Pinnacle Corp. Shares held by Northwest in the aggregate amount necessary to
achieve such optimal size.  The Plans may
at the discretion of Fiduciary Counselors (but will not be required to) sell
Plan Shares in excess of their pro rata share of such number requested by the
managing underwriter to achieve such optimal size.  However, in the event that the aggregate
number of Pinnacle Corp. Shares sought to be sold by Northwest and the Plans
collectively in the IPO exceeds the number of Pinnacle Corp. Shares that the
managing underwriter of the IPO advises in writing can be sold without having
an adverse


 











  
 








 


effect on the price or distribution of the securities offered in such
IPO, then Pinnacle Corp. will reduce the number of Pinnacle Corp. Shares to be
included in the IPO by Northwest and the Plans first by reducing the number of
shares to be sold by Northwest in such IPO until such number of shares has been
exhausted and then by reducing on a pro rata basis based on the number of
Pinnacle Corp. Shares held by each of the Plans the shares to be sold in such
IPO by the Plans until the number of Pinnacle Corp. Shares to be sold by
Northwest and the Plans collectively would not, in the opinion of the managing
underwriter of the IPO, have an adverse effect on the price or distribution of
the securities offered in the IPO.  Any
Plan Shares with respect to which Fiduciary Counselors has, on behalf of the
Plans, exercised the Put Option, and which have not yet been purchased by
Northwest pursuant to such exercise, will, at the request of Northwest, be
included as a portion of the Plan Shares sought to be sold in the IPO as
contemplated by and in accordance with Section 8.3.


(b)           Effective
as of the date of this Amendment, Section 9.4(c)(ii) is replaced by the
following provision:


(c)           If a registration pursuant to this
Section 9.4 involves an underwritten offering and the managing underwriter
advises Pinnacle Corp. in writing that, in its opinion, the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering, so as to be likely to have an adverse
effect on the price, timing or distribution of the securities offered in such
offering as contemplated by Pinnacle Corp., then Pinnacle Corp. will include in
such offering the number of Pinnacle Corp. Shares requested to be included in
such registration which, in the opinion of such managing underwriter, can be
sold without having the adverse effect referred to above, with the amount to be
included being allocated first, to the shares of Pinnacle Corp. Stock proposed
to be sold by the Plans, second to the shares of Pinnacle Corp. Stock proposed
to be sold by Pinnacle Corp. for its own account, and third, to Northwest.


 


(c)           Effective
as of the date of this Amendment, Article IV is amended by adding, immediately
following Section 4.4, a new Section 4.5 to read as follows:


 


                Section 4.5. 
Separate Master Trust Subaccounts.  Northwest will instruct the trustee of any
trust holding assets of any Plan to hold the Pinnacle Corp. Stock contributed
on behalf of such Plan in a separate, segregated subaccount which will be for
the exclusive benefit of such Plan and in which no other Plan shall have any
interest.


 


ARTICLE 2


OTHER TERMS OF OMNIBUS
AGREEMENT


The parties hereby reaffirm all terms and conditions
of the Omnibus Agreement not expressly amended herein.


 



















 


IN WITNESS WHEREOF, the parties have
executed this Amendment to Omnibus Agreement as of September 11, 2003.


	
  PINNACLE
  AIRLINES CORP.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Curtis E. Sawyer

  	
   

  
	
  By:

  	
  Curtis E. Sawyer

  	
   

  
	
  Title:

  	
  President and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael L. Miller

  	
   

  
	
  By:

  	
  Michael L. Miller

  	
   

  
	
  Title:

  	
  Vice President, Law and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  FIDUCIARY
  COUNSELORS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ellen A. Hennessy

  	
   

  
	
  By:

  	
  Ellen A. Hennessy

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST
  AIRLINES CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael L. Miller

  	
   

  
	
  By:

  	
  Michael L. Miller

  	
   

  
	
  Title:

  	
  Vice President, Law and Secretary