Delta Airlines 2012 Annual Report Download - page 80

2012 Pacific Facilities
In October 2012, we entered into senior secured credit facilities (the "2012 Pacific Facilities") to borrow up to $2.0 billion . The 2012 Pacific
Facilities consist of two first lien term loan facilities (the "2012 Pacific Term Loans") and a $450 million revolving credit facility (the "Pacific
Revolving Facility"). In connection with entering into the 2012 Pacific Facilities, we retired $1.2 billion principal amount of outstanding debt and
terminated an existing undrawn $500 million revolving credit facility. These transactions are summarized in the table below:
2012 Pacific Facilities. Borrowings under the 2012 Pacific Term Loans must be repaid annually in an amount equal to 1%
per year of the original
principal amount of the respective loans (to be paid in equal quarterly installments). The remaining unamortized principal amounts under the 2012
Pacific Term Loans are due on their final maturity dates. As of December 31, 2012 , the 2012 Pacific Revolving Facility was undrawn.
2009 Pacific Facilities. In 2009, we entered into a first-lien term loan facility in the aggregate principal amount of $250 million (the “Pacific
Routes Term Facility”) and a first-lien revolving credit facility in the aggregate principal amount of $500 million (the “Pacific Routes Revolving
Facility”) (collectively the "2009 Pacific Facilities"). During 2011, we refinanced and amended the Pacific Routes Term Facility which, among other
things, reduced the interest rate and extended the maturity date from September 2013 to March 2016 . We retired the remaining $246 million
principal amount of the Pacific Routes Term Facility and terminated the existing undrawn $500 million Pacific Routes Revolving Facility in
connection with entering into the 2012 Pacific Facilities.
Senior Secured Notes. In 2009, we issued $750 million principal amount of senior secured notes (the "Senior Secured Notes") that were to mature
in 2014. Some or all of these notes were redeemable at specified redemption prices. During 2010 and 2011, we voluntarily redeemed $150 million
principal amount. We retired the remaining $600 million principal amount in connection with entering into the 2012 Pacific Facilities.
Senior Second Lien Notes. In conjunction with the issuance of the Senior Secured Notes, we issued $600 million principal amount of Senior
Second Lien Notes that were to mature in March 2015 . During 2010 and 2011, we repurchased $294 million of these notes and we retired the
remaining $306 million principal amount in connection with entering into the 2012 Pacific Facilities.
Our obligations under the 2012 Pacific Facilities are guaranteed by substantially all of our domestic subsidiaries (the "Guarantors") and secured
by a first lien on our Pacific route authorities and certain related assets (the "Pacific Collateral"). The covenants under the 2012 Pacific Facilities are
the same as the covenants that were in place for the 2009 Pacific Facilities. Prior to their retirement, the 2009 Pacific Facilities, Senior Secured Notes
and Senior Secured Lien Notes were all guaranteed by the Guarantors and secured by the Pacific Collateral. For a discussion of related financial
covenants, see "Key Financial Covenants" below.
2011 Credit Facilities
In 2011, we entered into senior secured first-lien credit facilities (the “2011 Credit Facilities”) to borrow up to $2.6 billion . The 2011 Credit
Facilities consist of a $1.4 billion first-lien term loan facility (the “Term Loan Facility”) and a $1.2 billion first-lien revolving credit facility, up to
$500 million of which may be used for the issuance of letters of credit (the “Revolving Credit Facility”).
73
(in millions)
Proceeds Received Principal Retired
2012 Pacific Facilities:
Pacific Term Loan B-1
$
1,100
$
—
Pacific Term Loan B-2
400
—
Pacific Revolving Facility ($450)
—
—
2009 Pacific Facilities and Other Debt:
Pacific Routes Term Facility
—
246
Pacific Routes Revolving Facility ($500)
—
—
Senior Secured Notes
—
600
Senior Second Lien Notes
—
306
Total
$
1,500
$
1,152