-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9b4fadqzvPaayvL8Z4ZEMmZI4D+jiC0wZhxb1WSnp+pOopFPplsbePY53RYH6Yy 7/ZyZZ1OUe0Rb0i+69DrAQ== 0000950144-05-006065.txt : 20050611 0000950144-05-006065.hdr.sgml : 20050611 20050601060253 ACCESSION NUMBER: 0000950144-05-006065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050531 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05424 FILM NUMBER: 05868964 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 8-K 1 g95661e8vk.txt DELTA AIR LINES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2005 ------------ DELTA AIR LINES, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-05424 58-0218548 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. Box 20706, Atlanta, Georgia 30320-6001 ------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (404) 715-2600 -------------- Registrant's Web site address: www.delta.com Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 31, 2005, Delta Air Lines, Inc. entered into an amendment (the "Amendment") to the Credit Agreement, dated as of November 30, 2004, among, Delta, General Electric Capital Corporation, as a lender and Agent, and other lenders (the "GE Commercial Finance Facility"). The Amendment modifies certain financial covenants in the GE Commercial Finance Facility, as follows: - Reduces the specified levels of EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rent, as defined) that Delta is required to achieve for designated rolling periods (the "EBITDAR Covenant"). Delta requested a change to the EBITDAR Covenant due to historically high fuel prices. - Increases the unrestricted funds that Delta is required to maintain to not less than $1 billion at all times (the "Liquidity Covenant"). Prior to the Amendment, the Liquidity Covenant required Delta to maintain not less than $1 billion in unrestricted funds at all times from March 1, 2005 through October 31, 2005 and $750 million at all times thereafter. The description of the Amendment is subject in all respects to the actual provisions of the Amendment, a copy of which is filed with this Form 8-K as Exhibit 10. For additional information about the GE Commercial Finance Facility, see Exhibit 99.1 to Delta's Current Report on Form 8-K as filed on December 6, 2004 with the Securities and Exchange Commission. Delta has a number of other commercial relationships with GE Commercial Finance and its affiliates, including financing agreements, aircraft leases, and contracts for the purchase of engines, among other arrangements. Delta entered into comparable amendments with American Express Travel Related Services Company, Inc. ("Amex") to amend the EBITDAR and Liquidity Covenants in the financing agreements between Delta and Amex (and its affiliates). For additional information about these agreements, see "Financing Agreement with Amex" in Note 6 of the Notes to the Consolidated Financial Statements in Delta's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 10 Amendment No. 1 to Credit Agreement, dated as of May 31, 2005, among Delta Air Lines, Inc., the other Credit Parties signatory thereto, General Electric Capital Corporation, as agent and Lender, and the other Lenders and L/C Issuers signatory thereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA AIR LINES, INC. By: /s/ Michael J. Palumbo ----------------------------------- Michael J. Palumbo, Executive Vice President and Date: May 31, 2005 Chief Financial Officer EXHIBIT INDEX
Exhibit Number Description 10 Amendment No. 1 to Credit Agreement, dated as of May 31, 2005, among Delta Air Lines, Inc., the other Credit Parties signatory thereto, General Electric Capital Corporation, as agent and Lender, and the other Lenders and L/C Issuers signatory thereto.
EX-10 2 g95661exv10.txt EX-10 AMENDMENT NO. 1 TO CREDIT AGREEMENT EXHIBIT 10 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 31, 2005 (this "Amendment"), to the Credit Agreement, dated as of November 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among DELTA AIR LINES, INC., a Delaware corporation (the "Borrower"), the other Credit Parties signatory thereto, GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent for Revolving Lenders (in such capacity, the "Revolving Facility Administrative Agent"), as administrative agent for Term Lenders (in such capacity, the "Term Loan Administrative Agent") and as collateral agent for Lenders (in such capacity, the "Collateral Agent" and, collectively with the Revolving Facility Administrative Agent and the Term Loan Administrative Agent, the "Agents"), and the Lenders and L/C Issuers signatory thereto from time to time. Capitalized terms used herein without definition shall have the respective meanings ascribed to those terms in the Credit Agreement. WITNESSETH: WHEREAS, the Borrower has requested an amendment to the Credit Agreement as herein set forth; and WHEREAS, the Borrower, the Agents and the Lenders signatory hereto have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Amendments to the Credit Agreement. As of the Effective Date, the Credit Agreement is hereby amended by deleting Annex G to the Credit Agreement in its entirety and inserting in lieu thereof Exhibit A attached hereto. Section 2. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the "Effective Date") upon receipt by the Administrative Agents of the following: (a) Counterparts of this Amendment duly executed by each of the Agents, the Requisite Lenders and each of the Credit Parties; (b) Such other items from the Credit Parties as the Administrative Agents may reasonably request in writing; and (c) All fees and expenses of the Agents and the Lenders due and payable by the Borrower pursuant to the Loan Documents as of the date hereof, including, without limitation, all costs, fees and expenses of the Agents and Lenders in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Agents with respect thereto. Section 3. Representations and Warranties. Each Credit Party hereby jointly and severally represents and warrants to the Agents and each Lender, with respect to all Credit Parties, as follows: (a) After giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Credit Agreement. (b) The execution, delivery and performance by each Credit Party of this Amendment have been duly authorized by all requisite corporate, limited liability company or limited partnership action on the part of such Credit Party and will not violate any of the articles of incorporation or bylaws (or other constituent documents) of such Credit Party. (c) This Amendment has been duly executed and delivered by each Credit Party, and each of this Amendment and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. (d) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof. Section 4. Reference to and Effect on the Loan Documents. (a) As of the Effective Date, each reference in the Credit Agreement and the other Loan Documents to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement as amended hereby. (b) Except to the extent amended hereby, the Credit Agreement and all of the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any Default or Event of Default or any right, power, privilege or remedy of the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer under the Credit Agreement or any Loan Document, or constitute a waiver of any 2 provision of the Credit Agreement or any Loan Document, except as and to the extent expressly set forth herein. (d) The Credit Parties hereby confirm that the security interests and liens granted pursuant to the Loan Documents continue to secure the Obligations as set forth in the Loan Documents and that such security interests and liens remain in full force and effect. Section 5. Fees. As consideration for the execution of this Amendment, the Borrower agrees to pay to the applicable Administrative Agent for the account of each Lender for which such Administrative Agent shall have received (by facsimile or otherwise) an executed signature page (or a release from escrow of a signature page previously delivered in escrow) for this Amendment, or a written consent to this Amendment, by 5 p.m. (New York Time) on May 27, 2005 (or such later date or time as the Administrative Agents and the Borrower may agree), an amendment fee equal to 0.20% of such Lender's aggregate Commitments then in effect. Section 6. Costs and Expenses. As provided in Section 11.3 (Fees and Expenses) of the Credit Agreement, the Borrower agrees to reimburse the Agents for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment. Section 7. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Section 8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. Section 9. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Receipt by the Administrative Agents of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment. [SIGNATURE PAGES FOLLOW] 3 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Amendment as of the date first above written. DELTA AIR LINES, INC., as Borrower By: /s/ Todd G. Helvie ----------------------------------- Name: Todd G. Helvie Title: Senior Vice President - Treasurer GENERAL ELECTRIC CAPITAL CORPORATION, as Revolving Facility Administrative Agent, Term Loan Facility Administrative Agent, Collateral Agent and Lender By: /s/ Douglas A. Kelly ----------------------------------- Douglas A. Kelly Duly Authorized Signatory [THE AMENDMENT NO. 1 WAS ALSO EXECUTED BY THE OTHER CREDIT PARTIES AND LENDERS] -----END PRIVACY-ENHANCED MESSAGE-----