Reaches Comprehensive Agreements To Provide a Viable Cost Structure and Path Out of Chapter 11

Pinnacle Airlines Corp. and its wholly owned subsidiaries have entered into comprehensive agreements that, among other things, provide a path forward for the Company to emerge from bankruptcy with a competitive cost structure and a viable long-term business plan, the company said Thursday. Under Pinnacle's new business plan, the Company will transition its fleet to operate a fleet of 81 two-class regional jets for Delta Air Lines Inc.

The comprehensive agreements among Pinnacle, Delta, the Air Line Pilots Association, International (ALPA) and the Official Committee of Unsecured Creditors (Creditors' Committee) in Pinnacle's Chapter 11 cases include:

An amendment to the Company's existing debtor-in-possession credit facility, to provide Pinnacle with $30 million of additional liquidity to support its continued operation through emergence from Chapter 11 and an additional $22 million to fund certain required payments to Pinnacle's pilots under a Bridge Agreement and related employer taxes. The amendment would also extend the maturity date for the credit facility from April 1 to May 15, 2013.

Amendments to the existing operating agreements with Delta that form the basis of the new business plan include:

• Pinnacle will receive Delta Connection's next 40 CRJ-900 aircraft awarded, setting Pinnacle's long-term fleet plan at 81 CRJ-900 aircraft. The 40 additional CRJ-900 aircraft deliveries are planned to begin in the fall of 2013 and are expected to be completed by year-end 2014. Pinnacle's 140 CRJ-200 aircraft will be removed from operation over the next two to three years.
• A Bridge Agreement that provides transitional payments, furlough benefits and specified career opportunities at Delta to Pinnacle's pilots in conjunction with the recently negotiated letter of agreement between Pinnacle and ALPA.
• A letter of agreement to amend Pinnacle's collective bargaining agreement with the ALPA pilots. This letter of agreement and the Bridge Agreement are subject to ratification by the ALPA membership by Jan. 15, 2013.
• A restructuring support agreement among Pinnacle, Delta and the Creditors' Committee setting forth certain principal terms for a plan of reorganization to emerge from Chapter 11. The reorganization plan will provide for Delta or an affiliate to acquire the equity in the reorganized Pinnacle Airlines Corp. after it emerges from bankruptcy. Pinnacle must file a plan of reorganization acceptable to Delta and the Creditors' Committee by Feb. 15, 2013.

Pinnacle filed motions with the Bankruptcy Court seeking approval of the various components of the comprehensive agreements. All of the components of the comprehensive agreements are interdependent and are subject, among other things, to Court approval.

"The agreements we have reached represent a significant milestone in Pinnacle's restructuring and provide a clear and achievable path toward emergence from Chapter 11," said John Spanjers, president and CEO of Pinnacle Airlines Corp. "Pinnacle will be well positioned to emerge from the bankruptcy process with a viable business plan that provides meaningful opportunities for our employees. We are confident that Delta will continue to be a strong partner and we look forward to working closely together to provide outstanding service and operating a safe, reliable airline. We also thank our partners, employees and other stakeholders who have helped us achieve this significant progress in our reorganization."

Additional information about the comprehensive agreements is available in the motions filed with the Bankruptcy Court, as well as in a Form 8-K filed by Pinnacle with the Securities and Exchange Commission.

FMI: www.pncl.com