Delta Airlines 2006 Annual Report Download - page 92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(5) For additional information about this debt, as amended (“Spare Engines Loan”), see “Reimbursement Agreement and Other GECC Agreements” in
this Note.
(6) For additional information about this debt, as amended (“Aircraft Loan”), see “Reimbursement Agreement and Other GECC Agreements” in this
Note.
(7) For additional information about this debt, as amended (“Spare Parts Loan”), see “Reimbursement Agreement and Other GECC Agreements” in
this Note.
(8) In October 2006, we refinanced our 9.5% Senior Secured Notes due 2008 (“Senior Notes”). In connection with the refinancing, we repaid $39
million in principal of the Senior Notes. We refinanced the remaining $196 million principal of the Senior Notes by issuing $196 million principal
amount of new notes (“New Notes”). The New Notes are due in installments through September 2012 and bear interest at a floating rate based on
LIBOR plus a margin. The New Notes are secured by the same 32 aircraft as the Senior Notes.
(9) In accordance with SOP 90-7, substantially all of our unsecured debt has been classified as liabilities subject to compromise. Additionally, certain
of our undersecured debt has been classified as liabilities subject to compromise. For more information on liabilities subject to compromise, see
Note 1.
(10) Certain of our secured and under-secured debt, which was classified as liabilities subject to compromise at December 31, 2005, has been
reclassified from liabilities subject to compromise or converted to operating leases during the year ended December 31, 2006 in connection with in-
court restructuring initiatives undertaken as part of our Chapter 11 reorganization.
Future Maturities
The following table summarizes the contractual maturities of our debt, including current maturities, at December 31, 2006:
Years Ending December 31,
(in millions)
Principal Not
Subject to
Compromise
Principal
Subject to
Compromise
Total
Principal
Amount
2007 $ 1,466 $ 453 $ 1,919
2008 2,152 640 2,792
2009 392 868 1,260
2010 1,300 177 1,477
2011 1,307 103 1,410
After 2011 1,071 2,704 3,775
Total $ 7,688 $ 4,945 $ 12,633
DIP Credit Facility
On September 16, 2005, we entered into a Secured Super-Priority Debtor-In-Possession Credit Agreement (the “DIP Credit Facility”) to borrow up to $1.7
billion from a syndicate of lenders arranged by General Electric Capital Corporation (“GECC”) and Morgan Stanley Senior Funding, Inc., for which GECC
acted as administrative agent. On October 7, 2005, we entered into an amendment to the DIP Credit Facility, resulting in borrowings of $1.9 billion under the
DIP Credit Facility, as amended.
The DIP Credit Facility consists of a $600 million Term Loan A arranged by GECC (the “TLA”), a $700 million Term Loan B arranged by GECC (the
“TLB”) and a $600 million Term Loan C arranged jointly by GECC and Morgan Stanley (the “TLC”) (together with the TLA and TLB, collectively, the “DIP
Loans”). We applied a portion of these proceeds to (1) repay in full the $480 million principal amount outstanding under our pre-petition credit facility for
which GECC was agent (“GE Pre-Petition Facility”); (2) repay in full the $500 million principal amount outstanding under our Amex Pre-Petition Facility
(defined below); and (3) prepay $50 million of the $350 million principal amount outstanding under our Amex Post-Petition Facility (defined below). The
remainder of the proceeds of the DIP Loans is available for our general corporate purposes.
Availability of funds under the TLA is subject to a borrowing base calculation. If the outstanding amount of the TLA at any time exceeds the borrowing base,
we must immediately repay the TLA or post cash collateral in an amount equal to the excess.