UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
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DELTA AIR LINES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-05424 58-0218548
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 20706, Atlanta, Georgia 30320-6001
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 715-2600
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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))
EXPLANATORY NOTE: THIS AMENDMENT IS BEING FILED TO INCLUDE AN ANNEX TO THE
EXHIBIT THAT WAS INADVERTENTLY OMITTED FROM THE ORIGINAL FILING.
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
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Michael J. Palumbo,
Executive Vice President and
Date: June 1, 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.