Delta Airlines 2008 Annual Report Download - page 29

Table of Contents
Index to Financial Statements
Project), $397 million of which were then outstanding; and (2) the $19 million Kenton County Airport Board Special Facilities Revenue Bonds, 1992 Series B
(Delta Air Lines, Inc. Project), $16 million of which were then outstanding.
The Cincinnati Airport Settlement Agreement, among other things:
• provides for agreements under which we will continue to use certain facilities at the Cincinnati Airport at substantially reduced costs;
• settles all disputes among us, the KCAB, the Bond Trustee and the former, present and future holders of the 1992 Bonds (the "1992
Bondholders");
• gives the Bond Trustee, on behalf of the 1992 Bondholders, a $260 million allowed general, unsecured pre-petition claim in our bankruptcy
proceedings; and
• provides for our issuance of $66 million principal amount of senior unsecured notes to the Bond Trustee on behalf of the 1992 Bondholders.
On May 3, 2007, the parties to the Cincinnati Airport Settlement Agreement implemented that agreement in accordance with its terms. A small number
of 1992 Bondholders (the "Objecting Bondholders") challenged the settlement in the U.S. District Court for the Southern District of New York. In August
2007, the District Court affirmed the Bankruptcy Court's order approving the settlement. The Objecting Bondholders appealed the decision of the District
Court to the U.S. Court of Appeals for the Second Circuit, which in February 2009 upheld the District Court's decision. The objecting Bondholders have filed
a petition with the U.S. Court of Appeals for the Second Circuit for a rehearing en banc.
Delta Family-Care Savings Plan Litigation
On March 16, 2005, a retired Delta employee filed an amended class action complaint in the U.S. District Court for the Northern District of Georgia
against Delta, certain current and former Delta officers and certain current and former Delta directors on behalf of himself and other participants in the Delta
Family-Care Savings Plan ("Savings Plan"). The amended complaint alleges that the defendants were fiduciaries of the Savings Plan and, as such, breached
their fiduciary duties under ERISA to the plaintiff class by (1) allowing class members to direct their contributions under the Savings Plan to a fund invested
in Delta common stock; and (2) continuing to hold Delta's contributions to the Savings Plan in Delta's common and preferred stock. The amended complaint
seeks damages unspecified in amount, but equal to the total loss of value in the participants' accounts from September 2000 through September 2004 from the
investment in Delta stock. Defendants deny that there was any breach of fiduciary duty, and have moved to dismiss the complaint. The District Court stayed
the action against Delta due to the bankruptcy filing and granted the motion to dismiss filed by the individual defendants. The plaintiffs appealed to the United
States Court of Appeals for the Eleventh Circuit the District Court's decision to dismiss the complaint against the individual defendants but voluntarily
dismissed this appeal, pending resolution of the automatic stay of their claim against Delta. The parties have reached an agreement in principle to resolve this
matter on a class-wide basis under which the plaintiffs would receive a $4.5 million general, unsecured pre-petition claim in Delta's Chapter 11 proceedings.
The settlement is subject to the completion of definitive documentation and Bankruptcy Court approval.
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For a discussion of certain environmental matters, see "Business—Environmental Matters" in Item 1.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the fourth quarter of the fiscal year covered by this report.
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