Unassociated Document


    


     

      
        

      

    

     

    EXHIBIT
      10.1(b)

     

    
      

    

     

     

    SECOND
      LIEN TERM LOAN AND GUARANTY AGREEMENT

     

    
      
        

      



     

    Among

     

    DELTA
      AIR LINES, INC.,

     

    as
      Borrower,

     

    


     

    and

     

    THE
      SUBSIDIARIES OF THE BORROWER NAMED HEREIN,

     

    as
      Guarantors

     

    


     

    and

     

    THE
      LENDERS PARTY HERETO,

     

    


     

    and

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

    as
      Administrative Agent and Collateral Agent

     

    BARCLAYS
      CAPITAL,

    as
      Syndication Agent

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

    as
      Co-Lead Arranger and Joint Bookrunner

     

    MERRILL
      LYNCH COMMERCIAL FINANCE CORP.,

    as
      Co-Lead Arranger and Joint Bookrunner 

     

    BARCLAYS
      CAPITAL,

    as
      Joint Bookrunner

     

    CREDIT
      SUISSE SECURITIES (USA) LLC,

    as
      Co-Documentation Agent

     

    C.I.T.
      LEASING CORPORATION

    as
      Co-Documentation Agent

     

    


    
      
        

      
 

    Dated
      as of April 30, 2007

    
      

        
          
            
            

             

          

          
             

            
              

            

          

          
             

            
            

          

        




    

    Table
      of Contents

     

    Page

     

    
      
        	
                SECTION
                  1.  DEFINITIONS

              	
                 

              	
                2

              
	 	 	 
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                2

              
	
                SECTION
                  1.02.

              	
                Terms
                  Generally

              	
                37

              
	
                SECTION
                  1.03.

              	
                Accounting
                  Terms; GAAP

              	
                38

              
	 	 	 
	
                SECTION
                  2.  AMOUNT
                  AND TERMS OF CREDIT

              	
                38

              
	 	 	 
	
                SECTION
                  2.01.

              	
                Commitments
                  of the Lenders.

              	
                38

              
	
                SECTION
                  2.02.

              	
                Requests
                  for Borrowings.

              	
                39

              
	
                SECTION
                  2.03.

              	
                Funding
                  of Borrowings

              	
                39

              
	
                SECTION
                  2.04.

              	
                Interest
                  Elections

              	
                40

              
	
                SECTION
                  2.05.

              	
                Limitation
                  on Eurodollar Tranches

              	
                41

              
	
                SECTION
                  2.06.

              	
                Interest
                  on Loans.

              	
                41

              
	
                SECTION
                  2.07.

              	
                Default
                  Interest

              	
                41

              
	
                SECTION
                  2.08.

              	
                Alternate
                  Rate of Interest

              	
                42

              
	
                SECTION
                  2.09.

              	
                Amortization
                  of Second Lien Term Loan; Repayment of Loans; Evidence of
                  Debt.

              	
                42

              
	
                SECTION
                  2.10.

              	
                Mandatory
                  Prepayment; Commitment Termination.

              	
                43

              
	
                SECTION
                  2.11.

              	
                Optional
                  Prepayment of Loans.

              	
                45

              
	
                SECTION
                  2.12.

              	
                Increased
                  Costs

              	
                45

              
	
                SECTION
                  2.13.

              	
                Break
                  Funding Payments

              	
                47

              
	
                SECTION
                  2.14.

              	
                Taxes

              	
                47

              
	
                SECTION
                  2.15.

              	
                Payments
                  Generally; Pro Rata Treatment.

              	
                48

              
	
                SECTION
                  2.16.

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	
                49

              
	
                SECTION
                  2.17.

              	
                Certain
                  Fees

              	
                50

              
	
                SECTION
                  2.18.

              	
                Nature
                  of Fees

              	
                50

              
	
                SECTION
                  2.19.

              	
                Right
                  of Set-Off

              	
                50

              
	
                SECTION
                  2.20.

              	
                Payment
                  of Obligations

              	
                51

              
	
                SECTION
                  2.21.

              	
                Defaulting
                  Lenders

              	
                51

              
	 	 	 
	
                SECTION
                  3.  REPRESENTATIONS
                  AND WARRANTIES

              	
                51

              
	 	 	 
	
                SECTION
                  3.01.

              	
                Organization
                  and Authority

              	
                52

              
	
                SECTION
                  3.02.

              	
                Air
                  Carrier Status

              	
                52

              
	
                SECTION
                  3.03.

              	
                Due
                  Execution

              	
                52

              
	
                SECTION
                  3.04.

              	
                Statements
                  Made

              	
                53

              
	
                SECTION
                  3.05.

              	
                Financial
                  Statements; Material Adverse Change.

              	
                53

              
	
                SECTION
                  3.06.

              	
                Ownership

              	
                54

              
	
                SECTION
                  3.07.

              	
                Liens

              	
                54

              
	
                SECTION
                  3.08.

              	
                Use
                  of Proceeds

              	
                54

              
	
                SECTION
                  3.09.

              	
                Litigation
                  and Environmental Matters

              	
                54

              
	
                SECTION
                  3.10.

              	
                FAA
                  Slot Utilization

              	
                54

              
	
                SECTION
                  3.11.

              	
                Primary
                  Foreign Slot Utilization

              	
                55

              
	
                SECTION
                  3.12.

              	
                Primary
                  Route Utilization

              	
                55

              
	
                SECTION
                  3.13.

              	
                Margin
                  Regulations; Investment Company Act.

              	
                55

              
	
                SECTION
                  3.14.

              	
                ERISA

              	
                55

              
	
                SECTION
                  3.15.

              	
                Properties.

              	
                56

              
	
                SECTION
                  3.16.

              	
                Perfected
                  Security Interests

              	
                56

              
	
                SECTION
                  3.17.

              	
                Payment
                  of Taxes

              	
                57

              
	
                SECTION
                  3.18.

              	
                Section
                  1110

              	
                57

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

      
        	 	 	 
	
                SECTION
                  4.  CONDITIONS
                  OF LENDING

              	
                57

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Conditions
                  Precedent to Initial Loans

              	
                57

              
	 	 	 
	
                SECTION
                  5.  AFFIRMATIVE
                  COVENANTS

              	
                63

              
	 	 	 
	
                SECTION
                  5.01.

              	
                Financial
                  Statements, Reports, etc.

              	
                64

              
	
                SECTION
                  5.02.

              	
                Existence

              	
                67

              
	
                SECTION
                  5.03.

              	
                Insurance.

              	
                67

              
	
                SECTION
                  5.04.

              	
                Maintenance
                  of Properties

              	
                69

              
	
                SECTION
                  5.05.

              	
                Obligations
                  and Taxes

              	
                69

              
	
                SECTION
                  5.06.

              	
                Notice
                  of Event of Default, etc.

              	
                69

              
	
                SECTION
                  5.07.

              	
                Access
                  to Books and Records

              	
                69

              
	
                SECTION
                  5.08.

              	
                Compliance
                  with Laws.

              	
                70

              
	
                SECTION
                  5.09.

              	
                Appraisal
                  Reports and Field Audits

              	
                71

              
	
                SECTION
                  5.10.

              	
                FAA
                  and DOT Matters; Citizenship

              	
                71

              
	
                SECTION
                  5.11.

              	
                FAA
                  Slot Utilization.

              	
                72

              
	
                SECTION
                  5.12.

              	
                Primary
                  Foreign Slot Utilization.

              	
                72

              
	
                SECTION
                  5.13.

              	
                Primary
                  Route Utilization.

              	
                72

              
	
                SECTION
                  5.14.

              	
                Additional
                  Subsidiaries

              	
                72

              
	
                SECTION
                  5.15.

              	
                [Reserved]

              	
                73

              
	
                SECTION
                  5.16.

              	
                Additional
                  Collateral; Additional Grantors

              	
                73

              
	
                SECTION
                  5.17.

              	
                Pledged
                  Spare Parts

              	
                74

              
	
                SECTION
                  5.18.

              	
                Further
                  Assurances

              	
                74

              
	
                SECTION
                  5.19.

              	
                Post
                  Closing Items.

              	
                74

              
	 	 	 
	
                SECTION
                  6.  NEGATIVE
                  COVENANTS

              	
                75

              
	 	 	 
	
                SECTION
                  6.01.

              	
                Liens

              	
                75

              
	
                SECTION
                  6.02.

              	
                Merger,
                  etc.

              	
                78

              
	
                SECTION
                  6.03.

              	
                Indebtedness

              	
                78

              
	
                SECTION
                  6.04.

              	
                Fixed
                  Charge Coverage

              	
                81

              
	
                SECTION
                  6.05.

              	
                Unrestricted
                  Cash Reserve

              	
                81

              
	
                SECTION
                  6.06.

              	
                Coverage
                  Ratio

              	
                81

              
	
                SECTION
                  6.07.

              	
                Dividends;
                  Capital Stock

              	
                82

              
	
                SECTION
                  6.08.

              	
                Transactions
                  with Affiliates

              	
                83

              
	
                SECTION
                  6.09.

              	
                Investments,
                  Loans and Advances

              	
                83

              
	
                SECTION
                  6.10.

              	
                Disposition
                  of Assets

              	
                86

              
	
                SECTION
                  6.11.

              	
                Nature
                  of Business

              	
                86

              
	
                SECTION
                  6.12.

              	
                Fiscal
                  Year

              	
                86

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        	 	 	 
	
                SECTION
                  7.  EVENTS
                  OF DEFAULT

              	
                86

              
	 	 	 
	
                SECTION
                  7.01.

              	
                Events
                  of Default

              	
                86

              
	 	 	 
	
                SECTION
                  8.  THE
                  AGENTS

              	
                90

              
	 	 	 
	
                SECTION
                  8.01.

              	
                Administration
                  by Agents

              	
                90

              
	
                SECTION
                  8.02.

              	
                Rights
                  of Administrative Agent and Collateral Agent

              	
                90

              
	
                SECTION
                  8.03.

              	
                Liability
                  of Agents.

              	
                90

              
	
                SECTION
                  8.04.

              	
                Reimbursement
                  and Indemnification

              	
                91

              
	
                SECTION
                  8.05.

              	
                Successor
                  Agents

              	
                92

              
	
                SECTION
                  8.06.

              	
                Independent
                  Lenders

              	
                92

              
	
                SECTION
                  8.07.

              	
                Advances
                  and Payments.

              	
                92

              
	
                SECTION
                  8.08.

              	
                Sharing
                  of Setoffs

              	
                93

              
	
                SECTION
                  8.09.

              	
                Other
                  Agents

              	
                93

              
	 	 	 
	
                SECTION
                  9.  GUARANTY

              	
              	
                94

              
	 	 	 
	
                SECTION
                  9.01.

              	
                Guaranty.

              	
                94

              
	
                SECTION
                  9.02.

              	
                No
                  Impairment of Guaranty

              	
                95

              
	
                SECTION
                  9.03.

              	
                Continuation
                  and Reinstatement, etc.

              	
                95

              
	
                SECTION
                  9.04.

              	
                Subrogation

              	
                95

              
	 	 	 
	
                SECTION
                  10.  MISCELLANEOUS

              	
                 

              	
                96

              
	 	 	 
	
                SECTION
                  10.01.

              	
                Notices

              	
                96

              
	
                SECTION
                  10.02.

              	
                Successors
                  and Assigns

              	
                96

              
	
                SECTION
                  10.03.

              	
                Confidentiality

              	
                100

              
	
                SECTION
                  10.04.

              	
                Expenses;
                  Indemnity; Damage Waiver

              	
                100

              
	
                SECTION
                  10.05.

              	
                Governing
                  Law; Jurisdiction; Consent to Service of Process

              	
                102

              
	
                SECTION
                  10.06.

              	
                No
                  Waiver

              	
                102

              
	
                SECTION
                  10.07.

              	
                Extension
                  of Maturity

              	
                102

              
	
                SECTION
                  10.08.

              	
                Amendments,
                  etc.

              	
                102

              
	
                SECTION
                  10.09.

              	
                Severability

              	
                104

              
	
                SECTION
                  10.10.

              	
                Headings

              	
                104

              
	
                SECTION
                  10.11.

              	
                Survival

              	
                104

              
	
                SECTION
                  10.12.

              	
                Execution
                  in Counterparts; Integration; Effectiveness

              	
                104

              
	
                SECTION
                  10.13.

              	
                USA
                  Patriot Act

              	
                104

              
	
                SECTION
                  10.14.

              	
                Registrations
                  with International Registry

              	
                105

              
	
                SECTION
                  10.15.

              	
                WAIVER
                  OF JURY TRIAL

              	
                105

              
	
                SECTION
                  10.16.

              	
                Intercreditor
                  Arrangements.

              	
                105

              


      




    
      
        
        

         

      

      
        iii

        
          

        

      

      
         

        
        

      

    

     

    

      
        	
                ANNEX
                  A

              	
                -

              	
                Commitment
                  Amounts

              
	
                EXHIBIT
                  A

              	
                -

              	
                Form
                  of Second Lien Real Estate Mortgage

              
	
                EXHIBIT
                  B

              	
                -

              	
                Form
                  of Second Lien Security Agreement

              
	
                EXHIBIT
                  C

              	
                -

              	
                Form
                  of Second Lien Pledge Agreement

              
	
                EXHIBIT
                  D

              	
                -

              	
                Form
                  of Second Lien Slot, Gate and Route Security and Pledge
                  Agreement

              
	
                EXHIBIT
                  E

              	
                -

              	
                Form
                  of Second Lien Aircraft Mortgage

              
	
                EXHIBIT
                  F-1

              	
                -

              	
                Form
                  of Second Lien Trademark Security Agreement

              
	
                EXHIBIT
                  F-2

              	
                -

              	
                Form
                  of Second Lien Patent Security Agreement

              
	
                EXHIBIT
                  F-3

              	
                -

              	
                Form
                  of Second Lien Copyright Security Agreement

              
	
                EXHIBIT
                  G-1

              	
                -

              	
                Form
                  of Opinion of Davis Polk & Wardwell

              
	
                EXHIBIT
                  G-2

              	
                -

              	
                Form
                  of Opinion of Kilpatrick
                  Stockton LLP

              
	
                EXHIBIT
                  G-3

              	
                -

              	
                Form
                  of Opinion of Keating Muething & Klekamp PLL

              
	
                EXHIBIT
                  G-4

              	
                -

              	
                Form
                  of Opinion of Akerman Senterfitt

              
	
                EXHIBIT
                  G-5

              	
                -

              	
                Form
                  of Opinion of Morris, Nichols, Arsht & Tunnell LLP

              
	
                EXHIBIT
                  G-6

              	
                -

              	
                Form
                  of Opinion of Daugherty,
                  Fowler, Peregrin, Haught & Jenson 

              
	
                EXHIBIT
                  H

              	
                -

              	
                Form
                  of Instrument of Assumption and Joinder

              
	
                EXHIBIT
                  I

              	
                -

              	
                Form
                  of Intercreditor Agreement

              
	
                EXHIBIT
                  J

              	
                -

              	
                Form
                  of Assignment and Acceptance

              
	
                EXHIBIT
                  K

              	
                -

              	
                Form
                  of Eligible Accounts Receivable Calculation
                  Certificate

              


      

      


      
        	 	 	 
	
                SCHEDULE
                  1.01(a)

              	
                -

              	
                Excluded
                  Flight Simulators

              
	
                SCHEDULE1.01(b)

              	
                -

              	
                Immaterial
                  Subsidiaries

              
	
                SCHEDULE1.01(c)

              	
                -

              	
                Restricted
                  Accounts

              
	
                SCHEDULE1.01(d)

              	
                -

              	
                Restructuring
                  Aircraft

              
	
                SCHEDULE
                  3.06

              	
                -

              	
                Subsidiaries

              
	
                SCHEDULE
                  3.07

              	
                -

              	
                Existing
                  Liens

              
	
                SCHEDULE
                  3.09

              	
                -

              	
                Litigation

              
	
                SCHEDULE
                  3.14

              	
                -

              	
                ERISA

              
	
                SCHEDULE
                  3.15(a)

              	
                -

              	
                Real
                  Property Interests

              
	
                SCHEDULE
                  3.17

              	
                -

              	
                Taxes

              
	
                SCHEDULE
                  3.18

              	
                -

              	
                Pre
                  10/22/94 Section 1110 Collateral

              
	
                SCHEDULE
                  5.16

              	
                -

              	
                737-800
                  Aircraft Agreements

              
	
                SCHEDULE
                  6.03

              	
                -

              	
                Indebtedness

              
	
                SCHEDULE
                  6.08

              	
                -

              	
                Transactions
                  with Affiliates

              
	
                SCHEDULE
                  6.09

              	
                -

              	
                Existing
                  Investments

              


      

       

    

     

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

     


    SECOND
      LIEN TERM LOAN AND GUARANTY AGREEMENT

     

    Dated
      as of April 30, 2007

     

    SECOND
      LIEN TERM LOAN AND GUARANTY AGREEMENT, dated as of April 30, 2007, among DELTA
      AIR LINES, INC., a Delaware corporation (the “Borrower”),
      the
      direct and indirect domestic subsidiaries of the Borrower (other than Excluded
      Subsidiaries and, at the option of the Borrower, Immaterial Subsidiaries)
      signatory hereto (each a “Guarantor”
and
      collectively the “Guarantors”),
      the
      several banks and other financial institutions or entities from time to time
      party hereto (the “Lenders”),
      GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”),
      as
      administrative agent (in such capacity, the “Administrative
      Agent”),
      and
      as collateral agent for the Lenders (in such capacity, the “Collateral
      Agent”),
      GSCP
      and MERRILL LYNCH COMMERCIAL FINANCE CORP. (“Merrill
      Lynch”),
      as
      co-lead arrangers and joint bookrunners, BARCLAYS CAPITAL (“Barclays
      Capital”),
      the
      investment banking division of BARCLAYS BANK PLC, as syndication agent (in
      such
      capacity, the “Syndication
      Agent”)
      and as
      joint bookrunner, and CREDIT SUISSE SECURITIES (USA) LLC and C.I.T. LEASING
      CORPORATION, as co-documentation agents (in such capacity, the “Co-Documentation
      Agents”).

     

    INTRODUCTORY
      STATEMENT

     

    The
      Borrower has applied to the Lenders for a term loan facility in an aggregate
      principal amount not to exceed $900,000,000 as set forth herein. All of the
      Borrower’s obligations under such facility are to be guaranteed by the
      Guarantors.

     

    The
      proceeds of the Loans, as well as the proceeds of the First Lien Loans and
      cash
      on hand, will be used to repay in full all of the obligations of the Borrower
      and the Guarantors under and in connection with the Existing DIP Facilities,
      for
      working capital and other general corporate purposes of the Borrower and its
      Subsidiaries and for the other purposes described in Section
      3.08.

     

    To
      provide guarantees and security for the repayment of the Loans, and the payment
      of the other obligations of the Borrower and the Guarantors hereunder and under
      the other Loan Documents, the Borrower and the Guarantors will, among other
      things, provide to the Administrative Agent, the Collateral Agent and the
      Lenders the following (each as more fully described herein):

     

    (a)  a
      guaranty from each of the Guarantors of the due and punctual payment and
      performance of the Second Priority Obligations of the Borrower pursuant to
      Section
      9
      hereof;
      and

     

    (b)  a
      security interest in or mortgages (or comparable Liens) with respect to the
      Collateral from the Borrower and each of the Guarantors pursuant to the
      Collateral Documents.

     

    Accordingly,
      the parties hereto hereby agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      1.

     

    DEFINITIONS

    SECTION
      1.01.  Defined
      Terms.

     

    “ABR”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the Alternate Base Rate. 

     

    “Account”
shall
      mean all “accounts” as defined in the UCC, and all rights to payment for
      interest (other than with respect to debt and credit card
      receivables).

     

    “Account
      Debtor”
shall
      mean the Person obligated on an Account.

     

    “Administrative
      Agent”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Affiliate”
shall
      mean, as to any Person, any other Person which, directly or indirectly, is
      in
      control of, is controlled by, or is under common control with, such Person.
      For
      purposes of this definition, a Person (a “Controlled
      Person”)
      shall
      be deemed to be “controlled by” another Person (a “Controlling
      Person”)
      if the
      Controlling Person possesses, directly or indirectly, power to direct or cause
      the direction of the management and policies of the Controlled Person whether
      by
      contract or otherwise; provided,
      that
      the PBGC shall not be an Affiliate of the Borrower or any
      Guarantor.

     

    “Agents”
shall
      mean the Administrative Agent, the Collateral Agent, the Syndication Agent,
      the
      Co-Documentation Agents, the Joint Bookrunners and the Joint Lead Arrangers.
      

     

    “Agreement”
shall
      mean this Second Lien Term Loan and Guaranty Agreement, as the same may be
      amended, restated, modified, supplemented, extended or amended and restated
      from
      time to time. 

     

    “Aggregate
      Exposure”
shall
      mean, with respect to any Lender at any time, an amount equal to (a) until
      the
      Closing Date, the aggregate amount of such Lender’s Second Lien Term Loan
      Commitments at such time and (b) thereafter, the aggregate then unpaid principal
      amount of such Lender’s Second Lien Term Loans.

     

    “Aggregate
      Exposure Percentage”
shall
      mean, with respect to any Lender at any time, the ratio (expressed as a
      percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate
      Exposure of all Lenders at such time.

     

    “Air
      Transportation Stabilization Act and Regulations”
shall
      mean the Air Transportation Safety and System Stabilization Act, P.L. 107-42,
      as
      the same may be amended from time to time, and the regulations promulgated
      thereunder (14 C.F.R. Part 1310) and related OMB Regulations, 14 C.F.R. Part
      1300.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Aircraft”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Airframe”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Airport
      Authority”
shall
      mean any city or any public or private board or other body or organization
      chartered or otherwise established for the purpose of administering, operating
      or managing airports or related facilities, which in each case is an owner,
      administrator, operator or manager of one or more airports or related
      facilities.

     

    “Alternate
      Base Rate”
shall
      mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate
      in effect on such day and (b) the sum of the Federal Funds Effective Rate in
      effect on such day plus1⁄2
of
      1%.
      Any change in the Alternate Base Rate due to a change in the Prime Rate or
      the
      Federal Funds Effective Rate shall be effective from and including the effective
      date of such change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.

     

    “ALPA
      Notes”
shall
      mean the senior unsecured notes in an aggregate principal amount not to exceed
      $650,000,000 to be issued by the Borrower for the benefit of the Air Line Pilots
      Association in accordance with the Plan of Reorganization and the Bankruptcy
      Restructuring Agreement referred to therein.

     

    “Amex”
shall
      mean American Express Travel Related Services Company, Inc.

     

    “Applicable
      Margin”
shall
      mean a rate per annum equal to (i) 2.25% in the case of ABR Loans and (ii)
      3.25%
      in the case of Eurodollar Loans. 

     

    “Appraisal
      Report”
shall
      mean an appraisal in form and substance reasonably satisfactory to the
      Administrative Agent and prepared by the Appraisers or the Real Estate
      Appraiser, as applicable, which certifies, at the time of determination, the
      Appraised Value of the applicable Appraised Collateral. 

     

    “Appraised
      Collateral”
shall
      mean Collateral that is Mortgaged Collateral, Primary Routes, Appraised FAA
      Slots, Flight Simulators, Tooling, Ground Support Equipment, Real Property
      Assets or any other individual asset that, in each case is included in an
      Appraisal Report.

     

    “Appraised
      FAA Slots”
shall
      mean FAA Slots that are included in an Appraisal Report.

     

    “Appraised
      Value”
shall
      mean (a) in the case of Appraised Collateral, the fair market value thereof
      as
      reflected in the most recent Appraisal Report obtained in respect of such
      Collateral or assets in accordance with this Agreement; provided
      that,
      with respect to Mortgaged Collateral, “Appraised Value” shall mean the average
      of the Appraised Value (as otherwise calculated pursuant to this definition)
      reflected in the Appraisal Reports obtained from three separate Appraisers
      with
      respect to such Collateral and (b) in the case of Eligible Accounts Receivable,
      Eligible Accounts Receivable, as reflected in the most recent Officer’s
      Certificate delivered pursuant to Section
      5.01(n),
      each
      such value referred to in this definition to be (A) determined in a manner
      reasonably satisfactory to the Administrative Agent and (B) subject to reserves
      and other criteria established by the Administrative Agent in its commercially
      reasonable discretion.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Appraisers”
shall
      mean (a) Simat, Helliesen & Eichner, Inc., as to the FAA Slots, Primary
      Routes, Primary Foreign Slots, Ground Support Equipment, Tooling and Flight
      Simulators, (b) Simat, Helliesen & Eichner, AVITAS, Inc. and BK Associates,
      Inc., as to Mortgaged Collateral and (c) such other appraisal firm or firms
      as
      may be retained by the Administrative Agent, in consultation with the Borrower,
      from time to time. 

     

    “Approved
      Fund”
shall
      have the meaning given such term in Section
      10.02(b).

     

    “ARB
      Indebtedness”
shall
      mean, with respect to the Borrower or any of its Subsidiaries, without
      duplication, all Indebtedness or obligations of the Borrower or such Subsidiary
      created or arising with respect to any limited recourse revenue bonds issued
      for
      the purpose of financing or refinancing improvements to, or the construction
      or
      acquisition of, airport and other related facilities and equipment, the use
      or
      construction of which qualifies and renders interest on such bonds exempt from
      certain federal or state taxes.

     

    “Asset
      Sale”
shall
      mean any sale of Collateral or series of related sales of Collateral (excluding
      any Permitted Disposition other than any sale of Eligible Collateral) that
      yields Net Cash Proceeds to the Borrower or any of its Subsidiaries in excess
      of
      $1,000,000.

     

    “Assignment”
shall
      have the meaning given in the Cape Town Convention. 

     

    “Assignment
      and Acceptance”
shall
      mean an assignment and acceptance entered into by a Lender and an assignee
      (with
      the consent of any party whose consent is required by Section
      10.02),
      and
      accepted by the Administrative Agent, substantially in the form of Exhibit
      J.

     

    “Associated
      Rights”
shall
      have the meaning given in the Cape Town Convention.

     

    “Bankruptcy
      Code”
shall
      mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended,
      and
      codified as 11 U.S.C. Section 101 et seq.

     

    “Bankruptcy
      Court”
shall
      mean the United States Bankruptcy Court for the Southern District of New
      York.

     

    “Barclays”
shall
      mean Barclays Bank PLC.

     

    “Barclays
      Capital”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Board”
shall
      mean the Board of Governors of the Federal Reserve System of the United
      States.

     

    “Borrower”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Borrowing”
shall
      mean the incurrence, conversion or continuation of Loans of a single Type made
      from the Lenders on a single date and having, in the case of Eurodollar Loans,
      a
      single Interest Period.

     

    “Borrowing
      Request”
shall
      mean a request by the Borrower for a Borrowing in accordance with Section
      2.02.

     

    “Business
      Day”
shall
      mean any day other than a Saturday, Sunday or other day on which commercial
      banks in New York City are required or authorized to remain closed; provided,
      however,
      that
      when used in connection with a Eurodollar Loan, the term “Business Day” shall
      also exclude any day on which banks are not open for dealings in dollar deposits
      on the London interbank market.

     

    “Cape
      Town Convention”
shall
      mean the official English language texts of the Convention on International
      Interests in Mobile Equipment and the Protocol to the Convention on
      International Interests in Mobile Equipment on Matters Specific to Aircraft
      Equipment which were signed in Cape Town, South Africa, as in effect in any
      applicable jurisdiction, as the same may be amended from time to time.


     

    “Capitalized
      Lease”
shall
      mean, as applied to any Person, any lease of property by such Person as lessee
      which would be capitalized on a balance sheet of such Person prepared in
      accordance with GAAP. The
      amount of obligations of such Person under a Capitalized Lease shall be the
      capitalized amount thereof determined in accordance with GAAP.

     

    “Cases”
shall
      mean the voluntary petitions for relief filed by the Borrower and each of the
      Guarantors with the Bankruptcy Court pursuant to chapter 11 of the Bankruptcy
      Code.

     

    “CERCLA”
shall
      mean the Comprehensive Environmental Response, Compensation and Liability Act
      of
      1980, as heretofore and hereafter amended.

     

    “Change
      in Law”
shall
      mean, after the date hereof, (a) the adoption of any law, rule or regulation
      after the date of this Agreement, (b) any change in any law (including pursuant
      to any treaty or, for purposes of Section
      5.09,
      any
      other agreement governing the right to fly international routes), rule or
      regulation or in the interpretation or application thereof by any Governmental
      Authority, Airport Authority, or Foreign Aviation Authorities after the date
      of
      this Agreement applicable to the Borrower or any of the Guarantors or (c)
      compliance by any Lender (or, for purposes of Section
      2.12(b),
      by any
      lending office of such Lender or by such Lender’s holding company, if any) with
      any request, guideline or directive (whether or not having the force of law)
      of
      any Governmental Authority made or issued after the date of this
      Agreement.

     

    “Change
      of Control”
shall
      mean (a) the acquisition after the Closing Date (other than pursuant to a
      Permitted Change of Control Transaction) of ownership, directly or indirectly,
      beneficially or of record, by any Person or group (within the meaning of the
      Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect
      on the date hereof), of Equity Interests representing more than 40% of the
      aggregate ordinary voting power represented by the issued and outstanding Equity
      Interests of the Borrower; or (b) during any period of twelve consecutive
      months, a majority of the board of directors (excluding vacant seats) of the
      Borrower shall cease to consist of Continuing Directors.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “Closing
      Date”
shall
      mean the date on which this Agreement has been executed and the conditions
      precedent to the making of the initial Loans set forth in Section
      4.01
      have
      been satisfied or waived.

     

    “Co-Documentation
      Agents”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and the
      regulations promulgated and rulings issued thereunder.

     

    “Collateral”
shall
      mean all of the “Collateral” referred to in the Collateral Documents, which
      shall not include (a) the Excluded Accounts or (b) other items as set forth
      in
      the Collateral Documents.

     

    “Collateral
      Agent”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Collateral
      Documents”
shall
      mean, collectively, the Second Lien Security Agreement, the Second Lien Pledge
      Agreement, the Second Lien Aircraft Mortgage (including, without limitation,
      any
      Mortgage Supplement), the Second Lien Real Estate Mortgages, the Second Lien
      SGR
      Security Agreement, the Second Lien Trademark Security Agreement, the Second
      Lien Patent Security Agreement, the Second Lien Copyright Security Agreement,
      any Control Agreements and other agreements, instruments or documents that
      create or purport to create a Lien in favor of the Collateral Agent for the
      benefit of the Second Priority Secured Parties. 

     

    “Collateral
      Event”
shall
      mean, with respect to an item of Appraised Collateral, any of the events
      described below:

     

    (a)    with
      respect to any and all Appraised FAA Slots affected thereby, the occurrence
      of
      any event, including the Borrower’s or any applicable Guarantor’s abandonment or
      failure to comply with any applicable Use or Lose Rule, that would allow the
      FAA
      or other Governmental Authority or Foreign Aviation Authority to withdraw,
      cancel, suspend or terminate the Borrower’s or such Guarantor’s authority to
      hold or use 15% or more of the Appraised FAA Slots at any one airport (with
      the
      resulting appraisal under Section
      5.09
      being of
      the Appraised FAA Slots at such airport); or

     

    (b)    with
      respect to any Primary Route, abandonment by the Borrower or any applicable
      Guarantor thereof or the occurrence of any event that would allow the DOT,
      any
      Governmental Authority, or any Foreign Aviation Authority to withdraw, cancel,
      suspend or terminate the authority granted to the Borrower or any applicable
      Guarantor that authorizes the Borrower or any applicable Guarantor to operate
      scheduled foreign air transportation of persons, property and mail over such
      Primary Route or to use any associated Primary Foreign Slot(s) other than (i)
      in
      cases where such Primary Route or Primary Foreign Slot(s) has been transferred
      or otherwise disposed of as permitted in this Agreement or the Second Lien
      SGR
      Security Agreement or (ii) in the case of any suspension or loss of a Primary
      Foreign Slot(s), such suspension or loss could not reasonably be expected to
      have a material adverse effect on the value of the relevant Primary Route taken
      as a whole; or 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (c)    the
      failure of any material assumption contained in any Appraisal Report to be
      true,
      except to the extent such failure could not reasonably be expected to affect
      in
      a materially adverse manner the Appraised Value of the applicable Appraised
      Collateral.

     

    “Comair”
shall
      mean Comair, Inc., an Ohio corporation.

     

    “Confirmation
      Order”
shall
      mean the order of the Bankruptcy Court confirming the Plan of Reorganization
      pursuant to Section 1129 of the Bankruptcy Code, together with all schedules
      and
      exhibits thereto. 

     

    “Connection
      Carrier”
shall
      mean any regional carrier that operates flights using the “DL” designation code
      pursuant to contractual arrangements with the Borrower.

     

    “Consummation
      of the Plan of Reorganization”
shall
      mean the occurrence of the Effective Date (as defined in the Plan of
      Reorganization) and the substantial consummation of the Plan of Reorganization
      within the meaning of Section 1101(2) of the Bankruptcy Code.

     

    “Continuing
      Directors”
shall
      mean the directors of the Borrower on the Closing Date, after giving effect
      to
      the Plan of Reorganization and the other transactions contemplated hereby,
      and
      each other director, if, in each case, such other director’s nomination for
      election to the board of directors of the Borrower is recommended by at least
      a
      majority of the then Continuing Directors.

     

    “Control
      Agreements”
shall
      mean the Shifting Control Deposit Account Agreements, the Full Control Deposit
      Account Agreements, the Shifting Control Securities Account Agreements and
      the
      Full Control Securities Account Agreements.

     

    “Cure
      Collateral”
shall
      mean (a) cash collateral and Qualified Permitted Investments pledged to the
      Collateral Agent (and held in segregated accounts at the Administrative Agent
      or
      the First Lien Administrative Agent subject to Full Control Deposit Account
      Agreements and/or Full Control Securities Account Agreements, as the case may
      be), (b) amounts deemed to have been received by the Borrower and designated
      as
      Cure Collateral pursuant to Section
      6.06(b)
      and (c)
      other assets (including aircraft, airframes, engines, spare parts, Group Support
      Equipment and Flight Simulators) of the Borrower or any Guarantor which shall
      be
      reasonably satisfactory to the Collateral Agent, and all of which assets shall
      (i) (other than Cure Collateral of the type described in clause (a) and (b)
      above) be valued by a new Appraisal Report or Field Audit, as the case may
      be,
      at the time the Borrower designates such assets as Cure Collateral and (ii)
      be
      subject to a perfected second priority (subject to Specified Permitted
      Collateral Liens) Lien and/or mortgage (or comparable Lien) in favor of the
      Collateral Agent and otherwise subject only to Permitted Collateral
      Liens.

     

    “CVG
      Notes”
shall
      mean the unsecured notes in an aggregate principal amount not to exceed
      $85,000,000 to be issued by the Borrower to the trustee under the Trust
      Indenture dated as of February 1, 1992 between Kenton County Airport Board
      and
      UMB Bank N.A., as trustee (the “CVG
      Bond Indenture”),
      on
      behalf of the holders of bonds issued under the CVG Bond Indenture in accordance
      with the Plan of Reorganization and the CVG Settlement Agreement referred to
      therein.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    “Defaulting
      Lender”
shall
      mean any Lender that (a) has failed to fund any portion of the Loans required
      to
      be funded hereunder within one (1) Business Day of the date required to be
      funded by it hereunder, unless the subject of a good faith dispute or
      subsequently cured, (b) has otherwise failed to pay over to the Administrative
      Agent or any Lender (or its banking Affiliates) any other amount required to
      be
      paid by it hereunder within one (1) Business Day of the date when due, unless
      the subject of a good faith dispute or subsequently cured, or (c) has been
      deemed insolvent or become the subject of a bankruptcy or insolvency
      proceeding.

     

    “Designated
      Cash Management Obligations”
means,
      as applied to any Person, any direct or indirect liability, contingent or
      otherwise, of such Person in respect of any treasury, depository and cash
      management services and automated clearing house transfers of funds services
      provided by a First Lien Lender or any of its banking Affiliates, as permitted
      by Section
      6.03(h),
      including obligations for the payment of fees, interest, charges, expenses,
      attorneys’ fees and disbursements in connection therewith, in each case as
      designated by the Borrower from time to time by notice to the Administrative
      Agent as constituting “Designated Cash Management Obligations”.

     

    “Designated
      Hedging Agreement”
means
      any Hedging Agreement to the extent that the Indebtedness related thereto is
      owing to a First Lien Lender or any of its Affiliates and is permitted by
Section
      6.03(f)
      or
(g),
      designated by the Borrower from time to time by notice to the Administrative
      Agent as a “Designated Hedging Agreement”.

     

    “Disposition”
shall
      mean, with respect to any property, any sale, lease, sale and leaseback,
      conveyance, transfer or other disposition thereof. The terms “Dispose”
and
      “Disposed
      of”
shall
      have correlative meanings.

     

    “Dollars”
and
      “$”
shall
      mean lawful money of the United States of America.

     

    “DOT”
shall
      mean the United States Department of Transportation and any successor
      thereto.

     

    “Earned
      Revenue Percentage”
shall
      mean, a percentage, representing the estimated portion of credit card revenue
      which has been earned by performance at any point in time, based on a rolling
      twelve-month analysis of ticket sales versus “booking curve” (i.e., tickets used
      for actual flights) experienced by the Borrower during the most recent Rolling
      Twelve Month period for which such information is available at the time of
      such
      determination. The Earned Revenue Percentage shall be subject to
      re-determination by the Administrative Agent based upon information contained
      in
      each Officer’s Certificate delivered by the Borrower to the Administrative Agent
      pursuant to Section
      5.01(n),
      as
      updated from time to time in the reasonable discretion of the Administrative
      Agent, by the most recent Field Audit.

     

    “EBITDAR”
      shall
      mean, for any period, all as determined in accordance with GAAP, without
      duplication, an amount equal to (a) the consolidated net income (or net loss)
      of
      the Borrower and its Subsidiaries for such period, plus
      (b) the
      sum of (i) any provision for income taxes, (ii) Interest Expense for such
      period, (iii) extraordinary, non-recurring or unusual losses for such period,
      (iv) depreciation and amortization for such period, (v) amortized debt discount
      for such period, (vi) the amount of any deduction to consolidated net income
      as
      the result of any grant to any employee of the Borrower or its Subsidiaries
      of
      any Equity Interests, (vii) depreciation, amortization and aircraft rent expense
      for such period, in each case to the extent included in the calculation of
      consolidated net income of the Borrower and its Subsidiaries for such period
      in
      accordance with GAAP, (viii) any aggregate net loss during such period arising
      from a Capital Asset Sale (as defined below), (ix) all other non-cash charges
      for such period, (x) costs and expenses, including fees, incurred directly
      in
      connection with the consummation of the transactions contemplated under the
      Loan
      Documents to the extent included in the calculation of consolidated net income,
      (xi) expenses incurred with respect to the Chapter 11 reorganization as set
      forth on the Borrower’s consolidated statement of income for such period,
      including (A) professional and other fees, (B) key employee retention program
      payments, (C) financing fees, (D) severance costs and (E) any litigation
      expenses incurred during or in connection with the Cases and (xii) any charges
      arising from Fresh Start Reporting adjustments that do not impact the cash
      flows
      of the Borrower and its Subsidiaries to the extent included in the calculation
      of consolidated net income of the Borrower and its Subsidiaries for such period
      in accordance with GAAP, minus
      (c) the
      sum of (i) income tax credits, (ii) interest income, (iii) extraordinary,
      non-recurring or unusual gains for such period, (iv) any aggregate net gain
      during such period arising from the sale, exchange or other disposition of
      capital assets by the Borrower or its Subsidiaries (including any fixed assets,
      whether tangible or intangible, all inventory sold in conjunction with the
      disposition of fixed assets and all securities) (a “Capital
      Asset Sale”),
      (v)
      any gains arising from Fresh Start Reporting adjustments that do not impact
      the
      cash flows of the Borrower and its Subsidiaries and (vi) any other non-cash
      gains that have been added in determining consolidated net income, in each
      case
      to the extent included in the calculation of consolidated net income of the
      Borrower and its Subsidiaries for such period in accordance with GAAP. For
      purposes of this definition, the following items shall be excluded in
      determining consolidated net income of the Borrower and its Subsidiaries: (1)
      the income (or deficit) of any other Person accrued prior to the date it became
      a Subsidiary of, or was merged or consolidated into, the Borrower or and of
      its
      Subsidiaries; (2) the income (or deficit) of any other Person (other than a
      Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership
      interest, except to the extent any such income has actually been received by
      the
      Borrower or such Subsidiary, as applicable, in the form of cash dividends or
      distributions; (3) any restoration to income of any contingency reserve, except
      to the extent that provision for such reserve was made out of income accrued
      during such period; (4) any write-up of any asset; (5) any net gain from the
      collection of the proceeds of life insurance policies; (6) any net gain arising
      from the acquisition of any securities, or the extinguishment, under GAAP,
      of
      any Indebtedness, of the Borrower or any of its Subsidiaries; (7) in the case
      of
      a successor to the Borrower by consolidation or merger or as a transferee of
      its
      assets, any earnings of such successor prior to such consolidation, merger
      or
      transfer of assets; and (8) any deferred credit representing the excess of
      equity in any Subsidiary at the date of acquisition of such Subsidiary over
      the
      cost to the Borrower or any of its Subsidiaries of the investment in such
      Subsidiary.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    “Eligible
      Accounts” shall
      mean, at the time of any determination thereof, all of the Accounts owned by
      the
      Borrower and the Guarantors and reflected in the most recent Officer’s
      Certificate (substantially in the form of Exhibit K) delivered by the Borrower
      to the Administrative Agent pursuant to Section
      5.01(n).
      Criteria
      and eligibility standards used in determining Eligible Accounts may
      be
      fixed and revised from time to time by the Administrative
      Agent,
      in
its
      reasonable discretion,
      and in the Administrative
      Agent’s
      reasonable exclusive judgment, with
      any
      changes in such criteria to be effective upon the date of the next Field Audit
      to be conducted pursuant to the terms herein. Unless otherwise approved from
      time to time in writing by the Administrative Agent, no Account shall be an
      Eligible Account if, without duplication:

     

    (a)    the
      Borrower or a Guarantor does not have sole lawful and absolute title to such
      Account; or

     

    (b)    it
      is not
      subject to a valid and perfected second priority Lien in favor of the Collateral
      Agent for the benefit of the Second Priority Secured Parties, subject to no
      other Liens other than Liens permitted by this Agreement; or

     

    (c)    (i)
      it is
      unpaid more than 90 days from the original date of invoice or 60 days from
      the
      original due date or (ii) it has been written off the books of the Borrower
      or a
      Guarantor or has been otherwise designated on such books as uncollectible;
      or

     

    (d)    the
      Account Debtor is the subject of any bankruptcy case or insolvency proceeding
      of
      any kind (other than postpetition accounts payable of an Account Debtor that
      is
      a debtor in possession under the Bankruptcy Code and reasonably acceptable
      to
      the Administrative Agent); or 

     

    (e)    the
      Account is not payable in Dollars or the Account Debtor is either not organized
      under the laws of the United States of America, any state of the United States
      of America or the District of Columbia or is located outside or has its
      principal place of business or substantially all of its assets outside the
      United States; provided
      the
      restrictions in this clause (e) shall not apply to any Account if the Account
      Debtor related thereto is a travel agency that is a member of Bank Settlement
      Plan so long as the method used for converting such Account payables into
      Dollars for purposes of valuation is reasonably acceptable to the Administrative
      Agent; or 

     

    (f)    the
      Account Debtor is the United States of America or any department, agency or
      instrumentality thereof, unless the relevant Borrower duly assigns its rights
      to
      payment of such Account to the Administrative Agent pursuant to the Assignment
      of Claims Act of 1940, as amended, which assignment and related documents and
      filings shall be in form and substance reasonably satisfactory to the
      Administrative Agent; or 

     

    (g)    the
      associated revenue from such Account has not been earned by the Borrower or
      the
      Guarantor (it being understood that Accounts arising from Travel Agency Cash
      Transactions shall be deemed earned at the time such receivable is recorded);
      or

     

    (h)    to
      the
      extent the Account has been classified as a note receivable by the Borrower
      or a
      Guarantor; or

     

    (i)    the
      Account is a non-trade Account (other than any interest with respect to deposit
      accounts or Permitted Investments); or 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (j)     it
      arises
      out of a sale made by the Borrower or a Guarantor to an employee, officer,
      agent, director, stockholder, Subsidiary or Affiliate of the Borrower or a
      Guarantor; or 

     

    (k)    such
      Account was not paid in full, and the Borrower or a Guarantor created a new
      receivable for the unpaid portion of the Account, and other Accounts
      constituting chargebacks, debit memos and other adjustments for unauthorized
      deductions; or

     

    (l)    such
      Account is subject to any counterclaim, deduction, defense, setoff or dispute,
      but only to the extent of the amount of such counterclaim, deduction, defense,
      setoff or dispute, unless the Administrative Agent, in its sole discretion,
      has
      established an appropriate reserve and determines to include such Account as
      an
      Eligible Account; or

     

    (m)    as
      to any
      Account, to the extent that a check, promissory note, draft, trade acceptance
      or
      other instrument for the payment of money has been received, presented for
      payment and returned uncollected for any reason (other than bank error prior
      to
      the correction thereof); or

     

    (n)    such
      Account is a clearinghouse interline Account.

     

    “Eligible
      Accounts Receivable”
shall
      mean, at the time of determination thereof, the sum of Eligible Accounts plus
      the Estimated Credit Card Receivables Component.

     

    “Eligible
      Assignee”
shall
      mean (a) a commercial bank having total assets in excess of $1,000,000,000,
      (b)
      a finance company, insurance company or other financial institution or fund,
      in
      each case reasonably acceptable to the Administrative
      Agent,
      which
      in the ordinary course of business extends credit of the type contemplated
      herein or invests therein and has total assets in excess of $200,000,000 and
      whose becoming an assignee would not constitute a prohibited transaction under
      Section 4975 of the Code or Section 406 of ERISA, (c) an Affiliate of the
      assignor Lender, (d) an Approved Fund and (e) any other financial institution
      reasonably satisfactory to the Administrative
      Agent.

     

    “Eligible
      Collateral”
shall
      mean (a) all Mortgaged Collateral, Ground Support Equipment, Tooling, Flight
      Simulators, Primary Routes, FAA Slots, Eligible Accounts Receivable and Real
      Property Assets, in each case to the extent owned or held by the Borrower or
      a
      Guarantor and on which the Collateral Agent shall have a valid and perfected
      second priority (subject to Specified Permitted Collateral Liens) Lien and/or
      mortgage (or comparable Lien),
      and
      which is otherwise subject only to Permitted Collateral Liens, provided
      that if
      an Aircraft is Parked for more than thirty (30) days, such Aircraft shall be
      excluded from Eligible Collateral in its entirety unless three new Appraisal
      Reports establishing the current Appraised Value of such Aircraft in its Parked
      condition are delivered to the Administrative Agent, (b) cash collateral and
      Permitted Investments in an aggregate amount not to exceed $750,000,000 pledged
      to the Collateral Agent and held in accounts subject to Control Agreements,
      (c)
      cash collateral and Permitted Investments maintained in accounts with the
      Administrative Agent pursuant to Section
      2.10(a)
      and (d)
      any Cure Collateral designated (or deemed designated pursuant to Section
      6.06(b))
      by the
      Borrower at its discretion. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    “Engine”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Entry
      Point Filing Forms”
shall
      mean each of the FAA form AC 8050-135 forms to be filed with the FAA on the
      Closing Date.

     

    “Environmental
      Laws”
shall
      mean all laws (including common law), statutes, rules, regulations, codes,
      ordinances, orders, decrees, judgments, injunctions or legally binding
      requirements or agreements issued, promulgated or entered into by or with any
      Governmental Authority, relating to the environment, preservation or reclamation
      of natural resources, the handling, treatment, storage, disposal, Release or
      threatened Release of, or the exposure of any Person (including employees)
      to,
      any pollutants, contaminants or any toxic, radioactive or otherwise hazardous
      materials.

     

    “Environmental
      Liability”
shall
      mean any liability, contingent or otherwise, (including any liability for
      damages, natural resource damage, costs of environmental investigation,
      remediation or monitoring, administrative oversight, costs, fines or penalties)
      resulting from or based upon (a) violation of any Environmental Law or
      requirement of any Airport Authority relating to environmental matters, (b)
      the
      generation, use, handling, transportation, storage, treatment, disposal or
      the
      arrangement for disposal of any Hazardous Materials, (c) exposure to any
      Hazardous Materials, (d) the Release or threatened Release of any Hazardous
      Materials into the environment or (e) any contract, agreement, lease or other
      consensual arrangement pursuant to which liability is assumed or imposed with
      respect to any of the foregoing. 

     

    “Environmental
      Permits”
shall
      mean any and all permits, licenses, approvals, registrations, notifications,
      exemptions and any other authorization issued pursuant to or required under
      any
      Environmental Law or by any Airport Authority with respect to environmental
      matters.

     

    “Equity
      Interests”
shall
      mean shares of capital stock, partnership interests, membership interests in
      a
      limited liability company, beneficial interests in a trust or other equity
      ownership interests in a Person (whether direct or indirect), and any warrants,
      options or other rights entitling the holder thereof to purchase or acquire
      any
      such equity interest.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and the regulations promulgated thereunder.

     

    “ERISA
      Affiliate”
shall
      mean any trade or business (whether or not incorporated) that, together with
      the
      Borrower, is treated as (i) a single employer under Section 414(b) or (c)
      of the Code, or (ii) solely for purposes of Section 302 of ERISA and Section
      412
      of the Code, is treated as a single employer under Section 414 of the Code,
      or
      that is under common control with the Borrower within the meaning of Section
      4001 of ERISA.

     

    “Escrow
      Accounts”
shall
      mean (1) accounts of the Borrower or any Subsidiary, solely to the extent any
      such accounts hold funds set aside by the Borrower or any Subsidiary to manage
      the collection and payment of amounts collected, withheld or incurred by the
      Borrower or such Subsidiary for the benefit of third parties relating to: (a)
      federal income tax withholding and backup withholding tax, employment taxes,
      transportation excise taxes and security related charges, (b) any and all state
      and local income tax withholding, employment taxes and related charges and
      fees
      and similar taxes, charges and fees, including, but not limited to, state and
      local payroll withholding taxes, unemployment and supplemental unemployment
      taxes, disability taxes, workman’s or workers’ compensation charges and related
      charges and fees, (c) state and local taxes imposed on overall gross receipts,
      sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger
      facility fees and charges collected on behalf of and owed to various
      administrators, institutions, authorities, agencies and entities, (e) other
      similar federal, state or local taxes, charges and fees (including without
      limitation any amount required to be withheld or collected under applicable
      law)
      and (f) other funds held in trust for an identified beneficiary in an aggregate
      amount pursuant to this clause (f) not to exceed $150,000,000; in each case,
      held in escrow accounts, trust funds or other segregated accounts, plus
      accrued
      interest; or (2) accounts, capitalized interest accounts, debt service reserve
      accounts, escrow accounts and other similar accounts or funds established in
      connection with the ARB Indebtedness. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    “Estimated
      Credit Card Receivables Component”
      shall
      mean an amount representing the estimated portion (determined in accordance
      with
      the other provisions of this definition) of receivables owing to the Borrower
      in
      connection with ticket purchases from and other goods and services provided
      by
      the Borrower on major credit cards (including, without limitation, Visa,
      MasterCard, American Express, Diners Club, Discover and Carte Blanche) which
      have been earned by performance by the Borrower but not yet paid to the Borrower
      by the credit card issuer or by the Borrower’s credit card processing bank, as
      applicable, as determined monthly in accordance with the following formula
      and
      set forth in the most recent Officer’s Certificate delivered to the Administrative
      Agent
      pursuant
      to Section
      5.01(n).
      Such
      amount shall be equal to (i) the average number of days the relevant credit
      card
      receivables remained outstanding in the most recent fiscal month multiplied
      by (ii)
      the average daily credit card sales earned for the most recent fiscal month.
      The
      average daily credit card sales earned for the most recent fiscal month shall
      be
      equal to (a) the gross retail credit card sales for the most recent fiscal
      month
      available at the time of determination (it being understood that such number
      shall only include the Specified Dollar Receivables (as defined below) if the
      circumstances described in clause (2) below shall exist) multiplied
      by (b)
      the Applicable Earned Percentage divided
      by (c)
      the number of days in such month. For all purposes hereof, except as set forth
      in the last sentence of this definition, “Applicable
      Earned Percentage”
shall
      be equal to the Earned Revenue Percentage. The Estimated Credit Card Receivables
      Component shall be subject to such adjustments as may be deemed appropriate
      by
      the Administrative
      Agent
      based
      upon the results of each Field Audit of the Borrower conducted after the Closing
      Date.
      Notwithstanding the foregoing, (1) until the occurrence of a Visa/MasterCard
      Dollar Trigger Event that results in a reserve held by the credit card
      processing bank (the “Applicable
      Reserve”)
      that
      is less than 100% of the value of airline tickets and other goods and services
      sold on Visa or MasterCard but not yet flown or used or otherwise earned by
      performance by the Borrower (the “Unearned
      Value”),
      or
      that is not calculated based on the Unearned Value, retail credit card
      receivables due from the credit card processing bank for Visa or MasterCard
      that
      are denominated in Dollars (the “Specified
      Dollar Receivables”)
      shall
      not be subject to the formula set forth above and the Applicable Earned
      Percentage to be applied to such receivables shall be equal to 100%, (2) after
      the occurrence of a Visa/MasterCard Dollar Trigger Event that results in an
      Applicable Reserve that is equal to 0% of the Unearned Value, or that is not
      calculated based upon the Unearned Value, the Specified Dollar Receivables
      shall
      be subject to the formula set forth above (i.e., the Applicable Earned
      Percentage to be applied to such receivables shall be equal to the Earned
      Revenue Percentage), and (3) after the occurrence of a Visa/MasterCard Dollar
      Trigger Event that results in an Applicable Reserve that is greater than 0%
      but
      less than 100% of the Unearned Value, the Applicable Earned Percentage to be
      applied to the Specified Dollar Receivables shall be determined on a straight
      line basis between the percentages set forth in clauses (1) and (2) above (it
      being understood that the Applicable Earned Percentage to be applied to such
      Specified Dollar Receivables shall be equal to 100% minus
      the
      product of (A) the Applicable Reserve and (B) the excess, if any, of (I) 100%
      over (II) the Earned Revenue Percentage).

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    “Eurodollar”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the LIBO Rate. 

     

    “Eurodollar
      Tranche”
shall
      mean the collective reference to Eurodollar Loans the then current Interest
      Periods with respect to all of which begin on the same date and end on the
      same
      later date (whether or not such Loans shall originally have been made on the
      same day).

     

    “Event
      of Default”
shall
      have the meaning given such term in Section
      7.

     

    “Event
      of Loss”
shall
      have the meaning given such term in the Second
      Lien
      Aircraft
      Mortgage.

     

    “Excluded
      Accounts”
shall
      mean (i) the Escrow Accounts, (ii) the Payroll Accounts, (iii) the Petty Cash
      Accounts, (iv) the Restricted Accounts and (v) any other deposit accounts or
      securities accounts subject to Permitted Liens of the type described in clauses
      (c) or (e) of the definition thereof or liens permitted under clauses (a),
      (d),
      (j), (p), (v), (w), (bb), (dd), (ee) or (s) (to the extent relating to any
      of
      the foregoing clauses) of Section
      6.01.

     

    “Excluded
      Subsidiaries”
shall
      mean Aero Assurance, Ltd. and its subsidiaries.

     

    “Excluded
      Taxes”
shall
      mean, with respect to the Administrative Agent, Collateral Agent, any Lender
      or
      any other recipient of any payment to be made by or on account of any Obligation
      of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
      by) its net income by the United States of America, or by the jurisdiction
      under
      the laws of which such recipient is organized or in which its principal office
      is located or, in the case of any Lender, in which its applicable lending office
      is located, (b) any branch profits taxes imposed by the United States of America
      or any similar tax imposed by any other jurisdiction in which the Borrower
      is
      located and (c) in the case of a Foreign Lender, any withholding tax that is
      imposed by any jurisdiction other than the United States of America or any
      state
      thereof or is imposed by the United States of America on amounts payable to
      such
      Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
      (or designates a new lending office) or is attributable to such Foreign Lender’s
      failure to comply with Section
      2.14(e),
      except
      to the extent that such Foreign Lender (or its assignor, if any) was entitled,
      at the time of designation of a new lending office (or assignment), to receive
      additional amounts from the Borrower with respect to such withholding tax
      pursuant to Section
      2.14(a).

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    “Existing
      Amex DIP Facility”
shall
      mean the Second Amended and Restated Advance Payment Supplements to Delta’s
      Co-Branded Credit Card Program Agreement and Membership Rewards Agreement (as
      amended, restated, amended and restated, supplemented, extended or otherwise
      modified to the date hereof), dated as of March 27, 2006, among the Borrower,
      the direct and indirect subsidiaries of the Borrower party thereto, Amex and
      American Express Bank, F.S.B.

     

    “Existing
      DIP Facilities”
shall
      mean the Existing GE DIP Facility and the Existing Amex DIP Facility.


     

    “Existing
      DIP Facility Letter of Credit”
shall
      mean each letter of credit that was issued under the Existing GE DIP Facility
      and remains outstanding as of the Closing Date. 

     

    “Existing
      GE DIP Facility”
shall
      mean that certain Amended and Restated Secured Super-Priority Debtor in
      Possession Credit Agreement (as amended, restated, amended and restated,
      supplemented, extended or otherwise modified to the date hereof), dated as
      of
      March 27, 2006, among the Borrower, the direct and indirect subsidiaries of
      the
      Borrower party thereto, the lenders from time to time party thereto, and General
      Electric Capital Corporation, as administrative agent and collateral
      agent.

     

    “FAA”
shall
      mean the Federal Aviation Administration of the United States of America and
      any
      successor thereto.

     

    “FAA
      Slots”
shall
      mean all “slots” as defined in 14 CFR § 93.213(a)(2), as that section may be
      amended or re-codified from time to time, or, in the case of slots at New York
      LaGuardia, as defined in the Final Order, Operating Limitations at New York
      LaGuardia Airport, Docket No. FAA 2006-25755-82 dated December 13, 2006, as
      such
      order may be amended or re-codified from time to time, and in any subsequent
      order issued by the FAA related to New York’s LaGuardia Airport, as such order
      may be amended or re-codified from time to time, in each case of the Borrower
      and, if applicable, any other Guarantor, now held or hereafter acquired (other
      than “slots” which have been permanently allocated to another air carrier and in
      which the Borrower and, if applicable, any Guarantor holds temporary use
      rights).

     

    “Federal
      Funds Effective Rate”
shall
      mean, for any day, the weighted average (rounded upwards, if necessary, to
      the
      next 1/100 of 1%) of the rates on overnight Federal funds transactions with
      members of the Federal Reserve System arranged by Federal funds brokers, as
      published on the next succeeding Business Day by the Federal Reserve Bank of
      New York, or, if such rate is not so published for any day that is a
      Business Day, the average (rounded upwards, if necessary, to the next 1/100
      of
      1%) of the quotations for such day for such transactions received by the
      Administrative Agent from three Federal funds brokers of recognized standing
      selected by it.

     

    “Fees”
shall
      collectively mean the fees referred to in Section 2.17.

     

    “Field
      Audit”
shall
      mean a field examination conducted by a Field Auditor of the Borrower’s and the
      Guarantors’ accounts receivable and books and records related thereto, and the
      results of such field examination shall be reasonably satisfactory to the
      Administrative Agent in all respects.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    “Field
      Auditor”
shall
      mean the Administrative Agent or its Affiliates, appraisers or other advisors
      who may be retained by the Administrative Agent to conduct a Field Audit.


     

    “Fifth-Freedom
      Rights”
shall
      mean the operational right to enplane passenger traffic and cargo in a foreign
      country and deplane it in another foreign country.

     

    “First
      Lien Administrative Agent”
shall
      mean the “Administrative Agent” under and as defined in the First Lien Credit
      Agreement.

     

    “First
      Lien Collateral Agent”
shall
      mean the “Collateral Agent” under and as defined in the First Lien Credit
      Agreement.

     

    “First
      Lien Credit Agreement”
shall
      mean that certain First Lien Revolving Credit and Guaranty Agreement (as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time), dated as of April 30, 2007, among the Borrower,
      the
      Guarantors, the lenders party thereto, JPMCB, as administrative agent and
      collateral agent, and the other parties thereto. 

     

    “First
      Lien LC Exposure”
shall
      mean the “LC Exposure” as such term is defined in the First Lien Credit
      Agreement.

     

    “First
      Lien Lender”
shall
      mean the “Lenders” as such term is defined in the First Lien Credit
      Agreement.

     

    “First
      Lien Loan Documents”
shall
      mean the “Loan Documents” as such term is defined in the First Lien Credit
      Agreement.

     

    “First
      Lien Loans”
shall
      mean the “Loans” as such term is defined in the First Lien Credit
      Agreement.

     

    “First
      Lien Obligations”
shall
      mean the sum of (i) the aggregate outstanding principal amount of the First
      Lien
      Loans plus
      (ii) the
      First Lien LC Exposure (other than LC Exposure which has been Cash
      Collateralized (as defined in the First Lien Credit Agreement)) plus
      (iii)
      the Swap Termination Value of all Designated Hedging Agreements to the extent
      secured as permitted by Section
      6.01(f).

     

    “First
      Priority Obligations”
shall
      have the meaning set forth in the Intercreditor Agreement.

     

    “Fixed
      Charge Coverage Ratio”
shall
      mean, at any date for which such ratio is to be determined, the ratio of EBITDAR
      for the Rolling Twelve Month period ended on such date to the sum of the
      following for such period: (a) Interest Expense, plus
      (b) the aggregate cash aircraft rental expense of the Borrower and its
      Subsidiaries on a consolidated basis for such period payable in cash in respect
      of any aircraft leases (other than Capitalized Leases), all as determined in
      accordance with GAAP.

     

    “Flight
      Simulators”
shall
      mean the flight simulators and flight training devices of the Borrower or any
      applicable Guarantor (including, without limitation, any such simulators or
      training devices located on a Real Property Asset) other than the flight
      simulators listed on Schedule 1.01(a) (as such Schedule may be amended from
      time
      to time with the consent of the Administrative Agent).

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    “Foreign
      Aviation Authorities”
shall
      mean any foreign governmental, quasi-governmental, regulatory or other agencies,
      public corporations or private entities that exercise jurisdiction over the
      authorization (a) to serve any foreign point on each of the Routes and/or to
      conduct operations related to the Routes and Supporting Route Facilities and/or
      (b) to hold and operate any Foreign Slots.

     

    “Foreign
      Lender”
shall
      mean any Lender that is organized under the laws of a jurisdiction other than
      that in which the Borrower is located. For purposes of this definition, the
      United States of America, each State thereof and the District of Columbia shall
      be deemed to constitute a single jurisdiction.

     

    “Foreign
      Slot”
shall
      mean all of the rights and operational authority, now held or hereafter
      acquired, of the Borrower and, if applicable, a Guarantor, to conduct one
      landing or takeoff at a specific time or in a specific time period on a specific
      day of the week at each non-U.S. airport served in conjunction with the
      Borrower’s, or, if applicable, a Guarantor’s operations over a Route, other than
“slots” which have been permanently allocated to another air carrier and in
      which the Borrower and, if applicable, any Guarantor, hold temporary use
      rights.

     

    “Fresh
      Start Reporting”
shall
      mean the preparation of consolidated financial statements of the Borrower in
      accordance with American Institute of Certified Public Accountants Statement
      of
      Position (90-7), which reflects the consummation of the transactions
      contemplated by the Plan of Reorganization on a presumed effective date of
      April
      30, 2007.

     

    “Full
      Control Agreement”
shall
      mean any Full Control Deposit Account Agreement or any Full Control Securities
      Account Agreement.

     

    “Full
      Control Deposit Account Agreement”
shall
      mean an agreement in writing in form and substance reasonably satisfactory
      to
      the Collateral Agent, by and among the Borrower or any Guarantor, as the case
      may be, the Collateral Agent or the First Lien Collateral Agent, and any bank
      at
      which the relevant deposit account of the Borrower or any Guarantor, as the
      case
      may be, is at any time maintained.

     

    “Full
      Control Securities Account Agreement”
shall
      mean an agreement in writing in form and substance reasonably satisfactory
      to
      the Collateral Agent, by and among the Borrower or any Guarantor, as the case
      may be, the Collateral Agent or the First Lien Collateral Agent and any
      securities intermediary in respect of the relevant securities account.


     

    “GAAP”
shall
      mean generally accepted accounting principles applied in accordance with
Section
      1.03.

     

    “Gate
      Interests”
shall
      mean all of the right, title, privilege, interest, and authority now or
      hereafter acquired or held by the Borrower or, if applicable, a Guarantor in
      connection with the right to use or occupy holdroom and passenger boarding
      and
      deplaning space in any airport terminal located in the United States at which
      the Borrower conducts scheduled operations. 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    “Governmental
      Authority”
shall
      mean the government of the United States of America, any other nation or any
      political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank organization,
      or other entity exercising executive, legislative, judicial, taxing or
      regulatory powers or functions of or pertaining to government. Governmental
      Authority shall not include any Person in its capacity as an Airport
      Authority.

     

    “Ground
      Support Equipment”
shall
      mean the equipment owned by the Borrower or, if applicable, a Guarantor for
      crew
      and passenger ground transportation, cargo, mail and luggage handling, catering,
      fuel/oil servicing, de-icing, cleaning, aircraft maintenance and servicing,
      dispatching, security and motor vehicles.

     

    “GSCP”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Guarantee”
of
      or
      by any Person (the “guarantor”)
      shall
      mean any obligation, contingent or otherwise, of the guarantor guaranteeing
      or
      having the economic effect of guaranteeing any Indebtedness or other obligation
      of any other Person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      or
      to purchase (or to advance or supply funds for the purchase of) any security
      for
      the payment thereof, (b) to purchase or lease property, securities or
      services for the purpose of assuring the owner of such Indebtedness or other
      obligation of the payment thereof, (c) to maintain working capital, equity
      capital or any other financial statement condition or liquidity of the primary
      obligor so as to enable the primary obligor to pay such Indebtedness or other
      obligation or (d) as an account party in respect of any letter of credit or
      letter of guaranty issued to support such Indebtedness or obligation;
provided,
      that
      the term Guarantee shall not include (i) endorsements for collection or deposits
      or (ii) customary contractual indemnities in commercial agreements, in each
      case
      in the ordinary course of business and consistent with past practice. The amount
      of any obligation relating to a Guarantee shall be deemed to be an amount equal
      to the stated or determinable amount of the primary obligation in respect of
      which such Guarantee is made (or, if less, the maximum reasonably anticipated
      liability for which such Person may be liable pursuant to the terms of the
      instrument evidencing such Guarantee) or, if not stated or determinable, the
      maximum reasonably anticipated liability in respect thereof (assuming such
      Person is required to perform) as determined by the guarantor in good
      faith.

     

    “Guarantor”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Hazardous
      Materials”
shall
      mean all explosive or radioactive substances or wastes and all hazardous or
      toxic substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other substances
      or
      wastes of any nature that are regulated pursuant to, or could reasonably be
      expected to give rise to liability under, any Environmental Law.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    “Hedging
      Agreement”
shall
      mean any agreement with respect to any swap, forward, future, fuel hedging
      or
      other derivative transaction or option or similar agreement involving, or
      settled by reference to, one or more rates, currencies, fuel or other
      commodities, equity or debt instruments or securities, or economic, financial
      or
      pricing indices or measures of economic, financial or pricing risk or value
      or
      any similar transaction or any combination of these transactions.

     

    “Immaterial
      Subsidiaries”
shall
      mean one or more Subsidiaries of the Borrower, for which, (a) the assets of
      all
      such designated Subsidiaries constitute, in the aggregate, no more than 21⁄2% of
      the total assets of the Borrower and its Subsidiaries on a consolidated basis
      (determined as of the last day of the most recent fiscal quarter of the Borrower
      for which financial statements have been delivered pursuant to Section
      5.01),
      and
      (b) the revenues of such Subsidiaries account for no more than 21⁄2% of the total
      revenues of the Borrower and its Subsidiaries on a consolidated basis for the
      twelve-month period ending on the last day of the most recent fiscal quarter
      of
      the Borrower for which financial statements have been delivered pursuant to
      Section
      5.01.
      The
      domestic Immaterial Subsidiaries as of the Closing Date that are not Guarantors
      on the Closing Date shall be listed on Schedule 1.01(b).

     

    “Indebtedness”
of
      any
      Person shall mean, without duplication, (a) all obligations of such Person
      for borrowed money (including in connection with deposits or advances),
      (b) all obligations of such Person evidenced by bonds, debentures, notes or
      similar instruments, (c) all obligations of such Person under conditional
      sale or other title retention agreements relating to property acquired by such
      Person, (d) all obligations of such Person in respect of the deferred
      purchase price of property or services (excluding current accrued expenses
      incurred and current accounts payable, in each case in the ordinary course
      of
      business), (e) all Indebtedness of others secured by (or for which the
      holder of such Indebtedness has an existing right, contingent or otherwise,
      to
      be secured by) any Lien on property owned or acquired by such Person, whether
      or
      not the Indebtedness secured thereby has been assumed, (f) all Guarantees
      by such Person of Indebtedness of others, (g) all obligations of such
      Person in respect of Capitalized Leases, (h) all obligations, contingent or
      otherwise, of such Person as an account party in respect of letters of credit
      and letters of guaranty, (i) all obligations, contingent or otherwise, of such
      Person in respect of bankers’ acceptances, (j) all obligations of such person to
      pay a specified purchase price for goods or services, whether or not delivered
      or accepted, i.e., take-or-pay and similar obligations, and (k) all obligations
      in respect of Hedging Agreements valued at the amount equal to what would be
      payable by such Person to its counterparty to such Hedging Agreements if such
      Hedging Agreement was terminated early on such date of determination. The
      Indebtedness of any Person shall include the Indebtedness of any other entity
      (including any partnership in which such Person is a general partner) to the
      extent such Person is liable therefor as a result of such Person’s ownership
      interest in or other relationship with such entity, except to the extent the
      terms of such Indebtedness provide that such Person is not liable
      therefor.

     

    “Indemnified
      Taxes”
shall
      mean Taxes other than Excluded Taxes.

     

    “Indemnitee”
shall
      have the meaning given such term in Section
      10.04(b).

     

    
      
         

      

      
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    “Intercreditor
      Agreement”
shall
      mean that certain Intercreditor Agreement dated the date hereof among the
      Administrative Agent, the Collateral Agent, JPMCB, as administrative agent
      and
      collateral agent under the First Lien Credit Agreement, the Borrower and the
      Guarantors party thereto in substantially the form attached as Exhibit
      I.

     

    “Interest
      Election Request”
shall
      mean a request by the Borrower to convert or continue a Borrowing in accordance
      with Section
      2.04.

     

    “Interest
      Expense”
shall
      mean, for any period, the gross cash interest expense (including the interest
      component of Capitalized Leases), of the Borrower and its Subsidiaries on a
      consolidated basis for such period, all as determined in accordance with
      GAAP.

     

    “Interest
      Payment Date”
shall
      mean (a) as to any Eurodollar Loan having an Interest Period of one, two or
      three months (or any other Interest Period shorter than three months), the
      last
      day of such Interest Period, (b) as to any Eurodollar Loan having an Interest
      Period of more than three months, each day that is three months, or a whole
      multiple thereof, after the first day of such Interest Period and the last
      day
      of such Interest Period and (c) with respect to ABR Loans, the last Business
      Day
      of each March, June, September and December. 

     

    “Interest
      Period”
shall
      mean, as to any Borrowing of Eurodollar Loans, the period commencing on the
      date
      of such Borrowing (including as a result of a conversion from ABR Loans) or
      on
      the last day of the preceding Interest Period applicable to such Borrowing
      and
      ending on the numerically corresponding day (or if there is no corresponding
      day, the last day) in the calendar month that is one, two, three or six months
      thereafter (or the appropriate date thereafter for any other Interest Period
      available to all the Lenders), as the Borrower may elect in the related notice
      delivered pursuant to Sections 2.02
      or
2.04;
      provided,
      that
      (i) if any Interest Period would end on a day which shall not be a Business
      Day,
      such Interest Period shall be extended to the next succeeding Business Day
      unless such next succeeding Business Day would fall in the next calendar month,
      in which case such Interest Period shall end on the next preceding Business
      Day,
      and (ii) no Interest Period shall end later than the Termination
      Date.

     

    “International
      Interest”
shall
      mean “International Interest” as defined in the Cape Town
      Convention.

     

    “International
      Registry”
shall
      mean “International Registry” as defined in the Cape Town
      Convention.

     

    “Investments”
shall
      mean any stock, evidence of indebtedness or other security of any Person, any
      loan, advance, contribution of capital, extension of credit or commitment
      therefor (including, without limitation, the Guarantee of loans made to others,
      but excluding current trade and customer accounts receivable arising in the
      ordinary course of business and payable in accordance with customary trading
      terms in the ordinary course of business), and any purchase or acquisition
      of
      (a) any security of another Person or (b) a line of business, or all or
      substantially all of the assets, of any Person.

     

    “Jet
      Fuel Assets”
shall
      mean (a) the existing jet fuel inventory of the Borrower’s or its Subsidiaries’,
      or any Connection Carrier’s or SkyTeam Partner’s, operations in or pipelines in
      transit to Atlanta, Cincinnati and New York that is to be sold to the Jet Fuel
      Counterparty pursuant to the Jet Fuel Inventory Supply Agreement, or other
      jet
      fuel subject to the Jet Fuel Inventory Supply Agreement, (b) the Borrower’s or
      its Subsidiaries’ rights in certain existing supply and third-party sale
      agreements to be assigned or assumed by the Jet Fuel Counterparty pursuant
      to
      the Jet Fuel Inventory Supply Agreement, (c) the Borrower’s or its Subsidiaries’
rights in certain existing infrastructure agreements to be transferred to the
      Jet Fuel Counterparty pursuant to the Jet Fuel Inventory Supply Agreement and
      (d) proceeds of the foregoing.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    “Jet
      Fuel Counterparty”
shall
      mean J. Aron & Company, a New York general partnership, or any of its
      Affiliates, or any other Person that becomes a party to the Jet Fuel Inventory
      Supply Agreement.

     

    “Jet
      Fuel Inventory Supply Agreement”
shall
      mean the Jet Fuel Inventory Supply Agreement among the Borrower, the Jet Fuel
      Counterparty and Epsilon Trading, Inc., dated as of August 31, 2006, as amended,
      renewed or replaced from time to time.

     

    “Joint
      Bookrunners”
shall
      mean GSCP, Merrill Lynch and Barclays Capital, in their capacities as joint
      bookrunners. 

     

    “Joint
      Lead Arrangers”
shall
      mean GSCP and Merrill Lynch, in their capacities as co-lead
      arrangers.

     

    “JPMCB”
shall
      mean JPMorgan Chase Bank, N.A.

     

    “JPMSI”
shall
      mean J.P. Morgan Securities Inc.

     

    “LBI”
shall
      mean Lehman Brothers Inc.

     

    “LCPI”
shall
      mean Lehman Commercial Paper Inc.

     

    “Lenders”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “LIBO
      Rate”
shall
      mean, with respect to each day during each Interest Period pertaining to a
      Eurodollar Loan, the rate per annum appearing on Reuters Screen LIBOR01 Page
      (or
      on any successor or substitute page of such service, or any successor to or
      substitute for such service, providing rate quotations comparable to those
      currently provided on such page of such service, as determined by the
      Administrative Agent from time to time for purposes of providing quotations
      of
      interest rates applicable to dollar deposits in the London interbank market)
      at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period, as the rate for dollar deposits with
      a
      maturity comparable to such Interest Period. In the event that such rate is
      not
      available at such time for any reason, then the “LIBO
      Rate”
with
      respect to such Eurodollar Borrowing for such Interest Period shall be the
      rate
      at which dollar deposits of $5,000,000 and for a maturity comparable to such
      Interest Period are offered by the principal London office of the Administrative
      Agent in immediately available funds in the London interbank market at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    “Lien”
shall
      mean (a) any mortgage, deed of trust, pledge, deed to secure debt,
      hypothecation, security interest, easement (including, without limitation,
      reciprocal easement agreements and utility agreements), rights-of-ways,
      reservations, encroachments, zoning and other land use restrictions, claim
      or
      any other title defect, lease, encumbrance, restriction, lien or charge of
      any
      kind whatsoever and (b) the interest of a vendor or a lessor under any
      conditional sale, capital lease or other title retention agreement (or any
      financing lease having substantially the same economic effect as any of the
      foregoing).

     

    “Loans”
shall
      mean the Second Lien Term Loans.

     

    “Loan
      Documents”
shall
      mean this Agreement, the Collateral Documents, the Intercreditor Agreement
      and
      any other instrument or agreement (which is designated as a Loan Document
      therein) executed and delivered by the Borrower or a Guarantor to the
      Administrative Agent, the Collateral Agent or any Lender, in each case, as
      the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Margin
      Stock”
shall
      have the meaning set forth in Section
      3.13(a).

     

    “Material
      Adverse Change”
shall
      mean any event, development or circumstance that has had or could reasonably
      be
      expected to have a Material Adverse Effect. 

     

    “Material
      Adverse Effect”
shall
      mean a material adverse effect on (a) the business, operations or financial
      condition of the Borrower and its Subsidiaries, taken as a whole, (b) the
      validity or enforceability of any of the Loan Documents or the rights or
      remedies of the Agents and the Lenders thereunder, or (c) the ability of the
      Borrower or any Guarantor to pay its respective obligations under the Loan
      Documents.

     

    “Material
      Indebtedness”
shall
      mean Indebtedness (other than the Obligations), of any one or more of the
      Borrower and the Guarantors in an aggregate principal amount exceeding
      $57,500,000.

     

    “Maturity
      Date”
shall
      mean April 30, 2014. 

     

    “Merrill
      Lynch”
shall
      have the meaning set forth in the first paragraph of this Agreement.


     

    “Moody’s”
shall
      mean Moody’s Investors Service, Inc. 

     

    “Mortgaged
      Collateral”
shall
      mean all of the “Collateral” as defined in the Second Lien Aircraft Mortgage
      (including any Mortgage Supplement).

     

    “Mortgage
      Supplement”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Multiemployer
      Plan”
shall
      mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is
      maintained or contributed to by (or to which there is an obligation to
      contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA
      Affiliate, and each such plan for the five-year period immediately following
      the
      latest date on which the Borrower, or a Subsidiary of the Borrower or an ERISA
      Affiliate maintained, contributed to or had an obligation to contribute to
      such
      plan.

     

    “Multiple
      Employer Plan”
shall
      mean a Single Employer Plan, which (a) is maintained for employees of the
      Borrower or an ERISA Affiliate and at least one person (as defined in Section
      3(9) of ERISA) other than the Borrower and its ERISA Affiliates or (b) was
      so
      maintained and in respect of which the Borrower or an ERISA Affiliate could
      have
      liability under Section 4064 or 4069 of ERISA in the event such Plan has been
      or
      were to be terminated.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    “Net
      Cash Proceeds”
shall
      mean, in connection with any Asset Sale or any Recovery Event, the proceeds
      thereof in the form of cash and Permitted Investments (including any such
      proceeds received by way of deferred payment of principal pursuant to a note
      or
      installment receivable or purchase price adjustment receivable or otherwise,
      but
      only as and when received), net of (i)attorneys’ fees, accountants’ fees,
      investment banking fees and brokerage fees, (ii) amounts required to be applied
      to the repayment of Indebtedness secured by a Lien expressly permitted hereunder
      on any asset that is the subject of such Asset Sale or Recovery Event or
      otherwise required to be repaid upon such sale (other than any Lien pursuant
      to
      a Collateral Document), (iii) proceeds of insurance or condemnation awards
      maintained for the benefit of any third party applied to restore assets as
      required by the terms of any agreement with such third party, (iv) other
      customary fees and expenses actually incurred in connection therewith and net
      of
      taxes paid or reasonably estimated to be payable as a result thereof (after
      taking into account any available tax credits or deductions and any tax sharing
      arrangements) and (v) reserves provided, to the extent required by GAAP, against
      any liabilities that are directly attributed to such Asset Sale; provided
      that any
      such unutilized reserves shall constitute Net Cash Proceeds at any time and
      to
      the extent that the maintenance of such reserves is no longer required by GAAP
      and, provided further,
      that,
      in the case of any Asset Sale of fuel that has been pre-ordered in the ordinary
      course of business occurring substantially concurrently with the purchase of
      such fuel subject to such Asset Sale, “Net
      Cash Proceeds”
shall
      be deemed net of the purchase price of such fuel. 

     

    “Obligations”
shall
      mean the unpaid principal of and interest on (including interest, reasonable
      fees and reasonable out-of-pocket costs accruing after the maturity of the
      Loans
      and interest, reasonable fees and reasonable out-of-pocket costs accruing after
      the filing of any petition of bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding, relating to the Borrower, whether or not
      a
      claim for post-filing or post-petition interest, fees or costs is allowed in
      such proceeding) the Loans and all other obligations and liabilities of the
      Borrower to any Agent or any Lender, whether direct or indirect, absolute or
      contingent, due or to become due, or now existing or hereafter incurred, which
      arise under, out of, or in connection with, this Agreement, any other Loan
      Document or any other document made, delivered or given in connection herewith
      or therewith, whether on account of principal, interest, reimbursement
      obligations, reasonable fees, indemnities, reasonable out-of-pocket costs,
      reasonable out-of-pocket expenses (including all reasonable fees, charges and
      disbursements of counsel to any Agent or any Lender that are required to be
      paid
      by the Borrower pursuant hereto) or otherwise.

     

    “Officer’s
      Certificate”
shall
      mean, as applied to the Borrower or any Guarantor, a certificate executed by
      a
      Responsible Officer of such Person in his/her capacity as such. 

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    “Other
      Taxes”
shall
      mean any and all present or future stamp, mortgage, intangible or documentary
      taxes or any other excise or property taxes, charges or similar levies arising
      from any payment made hereunder or from the execution, delivery or enforcement
      of, or otherwise with respect to, this Agreement or any other Loan
      Document.

     

    “Parked”
shall
      mean, as to any Aircraft, that such Aircraft has been removed from service,
      other than Aircraft temporarily grounded for maintenance being actively
      conducted.

     

    “Participant”
shall
      have the meaning given such term in Section
      10.02(d).

     

    “Patriot
      Act”
shall
      mean the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on
      October 26, 2001 or any subsequent legislation that amends, supplements or
      supersedes such Act.

     

    “Payroll
      Accounts”
shall
      mean depository accounts used only for payroll.

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation, or any successor agency or entity
      performing substantially the same functions.

     

    “Pension
      Act”
shall
      mean the Pension Protection Act of 2006, as it presently exists or as it may
      be
      amended from time to time.

     

    “Permitted
      Acquisition”
shall
      mean any acquisition, whether by purchase, merger, consolidation or otherwise,
      by the Borrower or any Guarantor of all or substantially all the assets of,
      or
      all the Equity Interests (or, so long as the acquired Person becomes a Guarantor
      pursuant to Section
      5.14
      hereof,
      Equity Interests sufficient to cause the acquired Person to become a Subsidiary)
      in, a Person or a division, line of business or other business unit of a Person
      but only so long as:

     

    (a)    (i)
      no
      Event of Default shall have occurred and be continuing immediately prior or
      immediately after giving effect to such Permitted Acquisition and (ii) all
      transactions related thereto shall have been consummated in all material
      respects in accordance with applicable laws; 

     

    (b)    with
      respect to any acquisition in excess of $25,000,000, the Borrower shall have
      delivered to the Administrative Agent an Officer’s Certificate to the effect set
      forth in clause (a) above, together with the relevant financial information
      for
      the Person or assets to be acquired, promptly after consummation of such
      acquisition; and

     

    (c)    with
      respect to any acquisition in excess of $25,000,000, the Borrower shall have
      provided the Administrative Agent with written notice and with copies of the
      material acquisition documents promptly after consummation of such
      acquisition.

     

    “Permitted
      Change of Control Transaction”
shall
      mean any transaction, whether by purchase, merger, consolidation or otherwise,
      pursuant to which a Permitted Holder acquires all or substantially all the
      assets of, or all the Equity Interests in, the Borrower but only so long
      as:

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (a)    (i)
      no
      Event of Default shall have occurred and be continuing immediately prior or
      immediately after giving effect to such Permitted Change of Control Transaction
      and (ii) all transactions related thereto shall have been consummated in all
      material respects in accordance with applicable laws; 

     

    (b)    the
      Borrower shall have delivered to the Administrative Agent an Officer’s
      Certificate to the effect set forth in clause (a) above, together with the
      relevant financial information for the Permitted Holder, promptly after
      consummation of such transaction;

     

    (c)    the
      Borrower shall have provided the Administrative Agent with written notice and
      with copies of the material acquisition documents promptly after consummation
      of
      such transaction; and

     

    (d)    the
      operations of the Borrower are not merged with the operations of any other
      major
      U.S. airline owned by such Permitted Holder.

     

    “Permitted
      Collateral Liens”
shall
      mean those Liens permitted pursuant to clauses (b), (e), (f), (g), (i) (solely
      with respect to interests of airport operators in the assets located at the
      applicable facilities), (k) (solely to the extent relating to the underlying
      credit card receivables and related assets), (l), (m), (n), (q), (r), (u),
      (cc)(i) (solely to the extent relating to the applicable underlying accounts
      or
      amounts or other assets deposited therein, in each case arising in the ordinary
      course of business) or (s) (to the extent relating to any of the foregoing
      clauses) of Section
      6.01.

     

    “Permitted
      Disposition”
shall
      mean any of the following:

     

    (a)    (i)
      the
      sale of inventory in the ordinary course of business, (ii) the sale of Spare
      Parts in the ordinary course of business, and (iii) swaps, exchanges,
      interchange or pooling of assets or, in the case of Mortgaged Collateral, other
      transfers of possession (subject to the limitations set forth in the Collateral
      Documents) in the ordinary course of business;

     

    (b)    the
      sale
      or other disposition of Permitted Investments for cash or in exchange for
      Permitted Investments;

     

    (c)    sales
      or
      dispositions of surplus, obsolete, negligible or uneconomical assets (other
      than
      Mortgaged Collateral that are not Parts (as defined in the Second Lien Aircraft
      Mortgage)) no longer used in the business of Borrower and the
      Guarantors;

     

    (d)    sales
      or
      dispositions of assets among the Borrower and the Guarantors; provided
      that,
      with respect to any such asset that constitutes Collateral, such asset remains
      subject to a Lien in favor of the Collateral Agent for the benefit of the Second
      Priority Secured Parties following such sale or disposition (it being understood
      that the Borrower and the Guarantors shall execute any documents and take any
      actions reasonably required to create, grant, establish, preserve or perfect
      such Lien in accordance with the other provisions of this Agreement or the
      other
      Collateral Documents dealing with the creation, granting, establishment,
      preservation or perfection of Liens);

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

       

    

    (e)    (i)
      abandonment of Intellectual Property; provided, that such abandonment is (A)
      in
      the ordinary course of business consistent with past practices and (B) with
      respect to Intellectual Property that is not material to the business of
      Borrower and it Subsidiaries and (ii) licensing or sublicensing of Intellectual
      Property in the ordinary course of business consistent with past practices;
      

     

    (f)    the
      sale
      or discount of Accounts to a collection agency in connection with collections
      of
      delinquent receivables; 

     

    (g)    (i)
      abandonment of FAA Slots, Gate Interests, Routes or Supporting Route Facilities;
      provided,
      that
      such abandonment is (A) in connection with the downsizing of any hub or other
      facility located in Cincinnati as reflected in the budgets provided pursuant
      to
Section
      5.01(e),
      (B) in
      connection with the downsizing of any other hub or facility as reflected in
      the
      budgets provided pursuant to Section
      5.01(e),
      which
      does not materially and adversely affect the business of Borrower and its
      Subsidiaries, taken as a whole, or (C) in the ordinary course of business
      consistent with past practices and does not materially and adversely affect
      the
      business of Borrower and its Subsidiaries, taken as a whole, (ii) transfer
      or
      other disposition in the ordinary course of business of FAA Slots, Foreign
      Slots, Gate Interests, Routes or Supporting Route Facilities, in each case,
      to
      the extent not constituting Eligible Collateral or utilized in connection
      therewith, (iii) exchange of FAA Slots in the ordinary course of business that
      in the Borrower’s reasonable judgment are of reasonably equivalent value, and
      (iv) assignments of leases or granting of leases of (A) Aircraft or Engines
      to
      the extent permitted pursuant to the Second
      Lien
      Aircraft
      Mortgage and (B) other aircraft or engines (that do not constitute Collateral),
      in each case, in the ordinary course of business;

     

    (h)    the
      sale
      or other disposition of any 737-800 aircraft substantially concurrently with
      the
      consummation of the purchase of such aircraft to the extent such purchase occurs
      pursuant to a purchase agreement to which the Borrower or a Subsidiary was
      a
      party as of the Closing Date; 

     

    (i)    to
      the
      extent not prohibited by any of the Collateral Documents, the disposition of
      leasehold or similar interests in real property that is not Real Property
      Assets, including through assignment, sublease or lease termination or
      rejection, in whole or in part, or the return, surrender, exchange or
      abandonment of any property subject thereto; 

     

    (j)     any
      sale
      of Margin Stock for fair value as determined in good faith by
      Borrower;

     

    (k)    (i)
      any
      loss of or damage to property of the Borrower or any Guarantor, (ii) any taking
      of property of the Borrower or any Guarantor, or (iii) an Event of Loss;


     

    (l)    the
      sale,
      assignment and/or other transfer of the Jet Fuel Assets to the Jet Fuel
      Counterparty, in each case pursuant to the Jet Fuel Inventory Supply
      Agreement;

     

    (m)    Permitted
      Liens of the type described in clause (d) of the definition thereof;
      and

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    (n)    the
      lease
      or sublease of assets and properties in the ordinary course of
      business.

     

    “Permitted
      Holder”
shall
      mean any corporation or limited liability company organized under the laws
      of
      the United States of America or any state thereof organized for the purpose
      of
      consummating any Permitted Change of Control Transaction so long as such entity
      is a holding company which has (or simultaneously with such Change of Control
      Transaction will acquire) as its other principal investment another major U.S.
      airline.

     

    “Permitted
      Investments”
shall
      mean:

     

    (a)    direct
      obligations of, or obligations the principal of and interest on which are
      unconditionally guaranteed by, the United States of America (or by any agency
      thereof to the extent such obligations are backed by the full faith and credit
      of the United States of America), in each case maturing within one year from
      the
      date of acquisition thereof;

     

    (b)    direct
      obligations of state and local government entities in each case maturing within
      one year from the date of acquisition thereof, which have a rating of at least
      A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof)
      from Moody’s;

     

    (c)    obligations
      of domestic or foreign companies and their subsidiaries (including, without
      limitation, agencies, sponsored enterprises or instrumentalities chartered
      by an
      Act of Congress, which are not backed by the full faith and credit of the United
      States of America), including, without limitation, bills, notes, bonds,
      debentures, and mortgage-backed securities, in each case maturing within one
      year from the date of acquisition thereof and which have a rating of at least
      A-
      (or the equivalent thereof) from S&P or A-3 (or the equivalent thereof) from
      Moody’s;

     

    (d)    investments
      in commercial paper maturing within 365 days from the date of acquisition
      thereof and having, at such date of acquisition, a rating of at least A-2 (or
      the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from
      Moody’s;

     

    (e)    investments
      in certificates of deposit, banker’s acceptances and time deposits maturing
      within one year from the date of acquisition thereof issued or guaranteed by
      or
      placed with, and money market deposit accounts issued or offered by, any
      domestic office of any other commercial bank of recognized standing organized
      under the laws of the United States of America or any State thereof that has
      a
      combined capital and surplus and undivided profits of not less than $250,000,000
      and which has a long term unsecured debt rating
      of
      at least A from S&P and A2 from Moody’s (or is the principal banking
      Subsidiary of a bank holding company that has such ratings);

     

    (f)    fully
      collateralized repurchase agreements with a term of not more than six (6) months
      for underlying securities that would otherwise be eligible for
      investment; 

     

    (g)    Investments
      of money in an investment company organized under the Investment Company Act
      of
      1940, as amended, or in pooled accounts or funds offered through mutual funds,
      investment advisors, banks and brokerage houses which invest its assets in
      obligations of the type described in (a) through (f) above. This could include,
      but not be limited to, money market funds or short-term and intermediate bonds
      funds; and

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    (h)    money
      market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under
      the Investment Company Act of 1940, (ii) are rated AAA (or the equivalent
      thereof) by S&P and Aaa (or the equivalent thereof) by Moody’s and (iii)
      have portfolio assets of at least $5,000,000,000; and 

     

    (i)    investments,
      in accordance with investment policies approved by the board of directors of
      the
      Borrower, in the ordinary course of business.

     

    “Permitted
      Liens”
shall
      mean: (a) Liens imposed by law (other than Liens imposed under Environmental
      Laws and any Lien imposed under ERISA) for taxes, assessments, levies or charges
      of any Governmental Authority for claims not yet delinquent or which are being
      contested in good faith by appropriate proceedings and with respect to which
      adequate reserves or other appropriate provisions are being maintained in
      accordance with GAAP; (b) Liens of landlords, carriers, warehousemen,
      consignors, mechanics, materialmen and other Liens (other than Liens imposed
      under Environmental Laws and any Lien imposed under ERISA) in existence on
      the
      Closing Date (which, in the case of Real Property Assets, are specified in
      the
      applicable Second Lien Real Estate Mortgage) or imposed by law and created
      in
      the ordinary course of business and securing obligations that are not overdue
      or
      are being contested in compliance with Section
      5.05;
      (c) (i)
      Liens (other than any Lien imposed under ERISA) incurred or (ii) deposits made
      (including, without limitation, surety bonds and appeal bonds), in each case,
      in
      connection with workers’ compensation, unemployment insurance and other types of
      social security benefits (or benefits arising under other public liability
      laws
      or similar legislation) or to secure the performance of tenders, bids, leases,
      contracts (other than for the repayment of Indebtedness), statutory obligations
      and other similar obligations or arising as a result of progress payments under
      government contracts; (d) leases, subleases, licenses, use agreements,
      usufructs, easements (including, without limitation, reciprocal easement
      agreements and utility agreements), rights-of-way, covenants, reservations,
      encroachments, land use restrictions or encumbrances, which, in the case of
      Real
      Property Assets, (i) do not interfere materially with the ordinary conduct
      of
      the business of the Borrower or any Guarantor, as the case may be, (ii) do
      not materially detract from the value of the property to which they attach
      or
      materially impair the use thereof to the Borrower or any Guarantor, as the
      case
      may be and (iii) do not materially adversely affect the marketability of the
      applicable property; (e) letters of credit or deposits in the ordinary course
      to
      secure leases; (f) Liens imposed by applicable law on the assets of the Borrower
      or any Guarantor located at an airport for the benefit of any nation or
      government or national or governmental authority of any nation, state, province
      or other political subdivision thereof, and any agency, department, regulator,
      airport authority, air navigation authority or other entity exercising
      executive, legislative, judicial, regulatory or administrative functions of
      or
      pertaining to government in respect of the regulation of commercial aviation
      or
      the registration, airworthiness or operation of civil aircraft and having
      jurisdiction over the Borrower or such Guarantor including, without limitation,
      the FAA or DOT, (g) Liens in favor of depositary banks arising as a matter
      of
      law encumbering deposits (including the right of setoff) and that are within
      the
      general parameters customary in the banking industry, (h) in the case of Real
      Property Assets, those Liens specified in the applicable Second Lien Real Estate
      Mortgage; (i) in the case of any Mortgaged Collateral, those Liens specified
      in
      the applicable Second Lien Aircraft Mortgage; and (j) extensions, renewals
      or
      replacements of any Lien referred to in paragraphs (a) through (g) above,
provided,
      that
      the principal amount of the obligation secured thereby is not increased and
      that
      any such extension, renewal or replacement is limited to the property originally
      encumbered thereby.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    “Person”
shall
      mean any natural person, corporation, division of a corporation, partnership,
      limited liability company, trust, joint venture, association, company, estate,
      unincorporated organization, Airport Authority or Governmental Authority or
      any
      agency or political subdivision thereof.

     

    “Petty
      Cash Accounts”
shall
      mean domestic or foreign deposit or securities accounts of the Borrower and
      Guarantors holding aggregate balances in an amount not to exceed $50,000,000
      with respect to domestic accounts and $150,000,000 with respect to foreign
      accounts at any one time.

     

    “Plan”
shall
      mean a Single Employer Plan or a Multiple Employer Plan that is a pension plan
      subject to the provisions of Title IV of ERISA, Section 412 of the Code or
      Section 302 of ERISA.

     

    “Plan
      of Reorganization”
shall
      mean the Debtors’ Joint Plan of Reorganization pursuant to Chapter 11 of the
      United States Bankruptcy Code together with all schedules and exhibits thereto,
      as confirmed by the Confirmation Order, together with any amendments,
      supplements or modifications thereto that have been approved or authorized
      by
      the Bankruptcy Court prior to the Closing Date.

     

    “Pledged
      Spare Parts”
shall
      mean Spare Parts which are maintained by or on behalf of the Borrower or any
      Guarantor at a Spare Parts Location. 

     

    “Post-Petition
      Aircraft Agreement”
shall
      have the meaning set forth in the Plan of Reorganization.

     

    “Primary
      Foreign Slots”
shall
      mean the Foreign Slots set forth on Schedule 4(f) to the Second Lien SGR
      Security Agreement, as such Schedule may be amended from time to time pursuant
      to the Second Lien SGR Security Agreement.

     

    “Primary
      Routes”
shall
      mean the Routes set forth on Schedule 4(h) to the Second Lien SGR Security
      Agreement, as such Schedule may be amended from time to time pursuant to the
      Second Lien SGR Security Agreement.

     

    “Primary
      Supporting Route Facilities”
shall
      mean the Supporting Route Facilities of the Borrower and, if applicable, a
      Guarantor, at the airports listed on Schedule 4(i) to the Second Lien SGR
      Security Agreement.

     

    “Prime
      Rate”
shall
      mean the rate of interest per annum publicly announced from time to time by
      GSCP
      as its prime rate in effect at its principal office in New York City; each
      change in the Prime Rate shall be effective from and including the date such
      change is publicly announced as being effective.

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    “Prospective
      Assignment”
shall
      have the meaning given in the Cape Town Convention.

     

    “Prospective
      International Interest”
shall
      have the meaning given in the Cape Town Convention.

     

    “Prospective
      Sale”
shall
      have the meaning given in the Cape Town Convention. 

     

    “Protocol”
shall
      mean the Protocol referred to in the defined term “Cape Town
      Convention.”

     

    “Qualified
      Judgment”
shall
      mean any judgment arising from the resolution of disputed pre-petition claims,
      so long as, and to the extent that, a reserve has been established therefor
      (including a reserve of Equity Interests of the Borrower to satisfy certain
      pre-petition claims pursuant to the Plan of Reorganization).

     

    “Qualified
      Permitted Investments”
shall
      mean Permitted Investments of the type described in clause (e) of the definition
      thereof issued, guaranteed or placed with the Administrative Agent and other
      Permitted Investments of the type from time to time generally permitted in
      money
      market deposit accounts at JPMCB or GSCP.

     

    “Qualified
      Restructuring Indebtedness”
shall
      mean any Indebtedness of the Borrower or any of its Subsidiaries with respect
      to
      any Restructuring Aircraft other than any such Indebtedness (i) created by
      any
      Post-Petition Aircraft Agreement that has been entered into relating to such
      Restructuring Aircraft or (ii) arising out of the assumption without
      modification of pre-petition agreements related to such Restructuring
      Aircraft.

     

    “Real
      Estate Appraiser”
shall
      mean, in the case of the Real Property Assets, (a) American Appraisal Associates
      with respect to those certain parcels of real property described in Schedule
      3.15(a) or (b) such other appraisal firms as may be retained by the
      Administrative Agent, in consultation with the Borrower, from time to
      time.

     

    “Real
      Property Assets”
shall
      mean those certain parcels of real property owned in fee by the Borrower and
      described in Schedule 3.15(a) and together with, in each case, all buildings,
      improvements, facilities, appurtenant fixtures and equipment, easements and
      other property and rights incidental or appurtenant to the ownership of such
      parcel of real property (as each such real property is more particularly
      described in the applicable Second Lien Real Estate Mortgage) (including,
      without limitation, all Collateral described in the applicable Second Lien
      Real
      Estate Mortgage), and, from time to time, all Collateral identified in a Second
      Lien Real Estate Mortgage granted pursuant to Section
      5.14,
      Section
      5.16
      or any
      other provision of this Agreement (including in connection with the designation
      of such real property or related asset as Cure Collateral). 

     

    “Recovery
      Event”
shall
      mean any settlement of or payment in respect of any property or casualty
      insurance claim or any condemnation proceeding relating to any Collateral or
      any
      Event of Loss. 

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    “Redeemable
      Stock”
shall
      mean any class or series of Equity Interests of any Person that by its terms
      or
      otherwise (a) is required to be redeemed prior to the Maturity Date, (b) may
      be
      required to be redeemed at the option of the holder of such class or series
      of
      Equity Interests at any time prior to the Maturity Date or (c) is convertible
      into or exchangeable for (i) Equity Interests referred to in clause (a) or
      (b)
      above or (ii) Indebtedness.

     

    “Register”
shall
      have the meaning set forth in Section
      10.02(b)(iv).

     

    “Related
      Parties”
shall
      mean, with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person’s Affiliates.

     

    “Release”
shall
      mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, migrating, dumping, or disposing into the indoor
      or outdoor environment (including the abandonment or discarding of barrels,
      containers and other closed receptacles containing any hazardous substance
      or
      pollutant or contaminant).

     

    “Replacement
      Airframe”
shall
      have the meaning given to such term in the Second Lien Aircraft
      Mortgage.

     

    “Replacement
      Engine”
shall
      have the meaning given to such term in the Second Lien Aircraft
      Mortgage.

     

    “Required
      Lenders”
shall
      mean, at any time, Lenders holding more than 50% of (a) until the Closing Date,
      the Second Lien Term Loan Commitments then in effect and (b) thereafter, the
      aggregate unpaid principal amount of the Second Lien Term Loans then
      outstanding.

     

    “Responsible
      Officer”
shall
      mean the chief executive officer, president, chief financial officer, treasurer,
      vice president, controller, chief accounting officer, secretary or assistant
      secretary of the Borrower or any Guarantor, as applicable, but in any event,
      with respect to financial matters, the chief financial officer, treasurer,
      controller or chief accounting officer of the Borrower or any Guarantor, as
      applicable.

     

    “Restricted
      Accounts”
shall
      mean the accounts identified as Restricted Accounts on Schedule
      1.01(c);

     

    “Restricted
      Captive Insurance Company Subsidiary”
shall
      mean a Subsidiary that is a captive insurance company and is prohibited from
      becoming a Guarantor hereunder pursuant to applicable rules and regulations.
      

     

    “Restricted
      Payment”
shall
      mean any dividend or other distribution (whether in cash, securities or other
      property) with respect to any Equity Interests in the Borrower or any Guarantor,
      or any payment (whether in cash, securities or other property), including any
      sinking fund or similar deposit, on account of the purchase, redemption,
      retirement, acquisition, cancellation or termination of any Equity Interests
      in
      the Borrower.

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    “Restructuring
      Aircraft”
shall
      mean each of the aircraft listed on Schedule 1.01(d). 

     

    “Rolling
      Twelve Months”
shall
      mean, with respect to any date of determination, the month most recently ended
      and the eleven (11) immediately preceding months for which, in each case,
      financial statements are available considered as a single period.

     

    “Routes”
shall
      mean the routes for which the Borrower or, if applicable, a Guarantor, holds
      or
      hereafter acquires the requisite authority to operate foreign air transportation
      pursuant to Title 49 including, without limitation, applicable frequencies,
      exemption and certificate authorities, Fifth-Freedom Rights and “behind/beyond
      rights”.

     

    “Sale”
shall
      have the meaning given in the Cape Town Convention. 

     

    “S&P”
shall
      mean Standard & Poor’s, a division of The McGraw-Hill Companies,
      Inc.

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission.

     

    “Second
      Lien Aircraft Mortgage”
shall
      mean that “Second Lien Aircraft Mortgage” as defined in Section
      4.01(e),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Second
      Lien Copyright Security Agreement”
shall
      mean that certain Second Lien Copyright Security Agreement as defined in
Section
      4.01(f),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Second
      Lien Patent Security Agreement”
shall
      mean that certain Second Lien Patent Security Agreement as defined in
Section
      4.01(f),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Second
      Lien Pledge Agreement”
shall
      mean that certain Pledge Agreement as defined in Section
      4.01(c),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Second
      Lien Real Estate Mortgages”
shall
      mean, collectively, (a) that certain Real Estate Deed to Secure Debt, Assignment
      of Leases and Rents, Security Agreement, dated the date hereof, by the Borrower
      to the Collateral Agent, in substantially the form of Exhibit A and (b) each
      other mortgage granted pursuant to the terms hereof, as the same may be amended,
      restated, modified, supplemented, extended or amended and restated from time
      to
      time. 

     

    “Second
      Lien Security Agreement”
shall
      mean that certain Security Agreement as defined in Section
      4.01(c),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Second
      Lien SGR Security Agreement”
shall
      mean that certain Slot, Gate and Route Security and Pledge Agreement as defined
      in Section
      4.01(d),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    “Second
      Lien Term Loan”
shall
      have the meaning set forth in Section
      2.01(a).
      

     

    “Second
      Lien Term Loan Commitment”
shall
      mean the commitment of each Lender to make a Second Lien Term Loan hereunder
      in
      a principal amount not to exceed the amount set forth under the heading “Second
      Lien Term Loan Commitment” opposite its name in Annex A hereto. The original
      aggregate amount of the Second Lien Term Loan Commitments is
      $900,000,000.

     

    “Second
      Lien Term Loan Commitment Percentage”
shall
      mean, at any time, with respect to each Lender at any time, the percentage
      which
      such Lender’s Second Lien Term Loan Commitment then constitutes of the aggregate
      Second Lien Term Loan Commitments (or, at any time after the Closing Date,
      the
      percentage which the aggregate principal amount of such Lender’s Second Lien
      Term Loans then outstanding constitutes of the aggregate principal amount of
      the
      Second Lien Term Loans of all Lenders then outstanding).

     

    “Second
      Lien Trademark Security Agreement”
shall
      mean that certain Second Lien Trademark Security Agreement as defined in
Section
      5.19(a),
      as the
      same may be amended, restated, modified, supplemented, extended or amended
      and
      restated from time to time.

     

    “Second
      Priority Obligations”
shall
      have the meaning set forth in the Intercreditor Agreement. 

     

    “Second
      Priority Obligations Payment Date”
shall
      have the meaning set forth in the Intercreditor Agreement. 

     

    “Second
      Priority Secured Parties”
shall
      have the meaning set forth in the Intercreditor Agreement.

     

    “Shifting
      Control Agreement”
shall
      mean any Shifting Control Deposit Account Agreement or any Shifting Control
      Securities Account Agreement.

     

    “Shifting
      Control Deposit Account Agreement”
shall
      mean an agreement in writing in form and substance reasonably satisfactory
      to
      the Collateral Agent, by and among the Borrower or any Guarantor, as the case
      may be, the First Lien Collateral Agent or the Collateral Agent, and the
      relevant bank at which the relevant deposit account of the Borrower or any
      Guarantor, as the case may be, is at any time maintained.

     

    “Shifting
      Control Securities Account Agreement”
shall
      mean an agreement in writing in form and substance reasonably satisfactory
      to
      the Collateral Agent, by and among the Borrower or any Guarantor, as the case
      may be, the First
      Lien Collateral
      Agent or the Collateral Agent and any securities intermediary in respect of
      the
      relevant securities account.

     

    “Single
      Employer Plan”
shall
      mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that
      (a) is maintained for employees of the Borrower or an ERISA Affiliate or (b)
      was
      so maintained and in respect of which the Borrower could reasonably be expected
      to have liability under Title IV of ERISA in the event such Plan has been or
      were to be terminated.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    “SkyTeam
      Partner”
shall
      mean any airline that is a member of the SkyTeam international airline
      alliance.

     

    “Spare
      Engine”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Spare
      Parts”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Spare
      Parts Locations”
shall
      have the meaning set forth in the Second Lien Aircraft Mortgage.

     

    “Specified
      Jet Fuel Action”
shall
      mean, if the transactions effected pursuant to the Jet Fuel Inventory Supply
      Agreement are re-characterized as Indebtedness owed by the Borrower, any action
      by the Jet Fuel Counterparty, as secured party, to the extent such action seeks
      to foreclose (or obtain a lien) on the Jet Fuel Assets.

     

    “Specified
      Permitted Collateral Liens”
shall
      mean Permitted Collateral Liens (other than Liens permitted under clauses (c)(i)
      (other than any such Liens that are non-consensual or imposed by law), (c)(ii)
      and (e) of the definition of Permitted Liens and clause (j) of the definition
      of
      Permitted Liens (to the extent related to such other specified clauses of such
      definition) and clauses (m), (n) and (u) of Section
      6.01
      and
      clause (s) of Section
      6.01
      (to the
      extent related to such other specified clauses of Section
      6.01)).

     

    “Statutory
      Reserve Rate”
shall
      mean a fraction (expressed as a decimal), the numerator of which is the number
      one and the denominator of which is the number one minus the aggregate of the
      maximum reserve percentages (including any marginal, special, emergency or
      supplemental reserves) expressed as a decimal established by the Board to which
      the Administrative Agent is subject with respect to the LIBO Rate, for
      eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
      Regulation D of the Board). Such reserve percentages shall include those
      imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to
      constitute eurocurrency funding and to be subject to such reserve requirements
      without benefit of or credit for proration, exemptions or offsets that may
      be
      available from time to time to any Lender under such Regulation D or any
      comparable regulation. The Statutory Reserve Rate shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage. 

     

    “Subordinations”
shall
      have the meaning given in the Cape Town Convention. 

     

    “Subsidiary”
shall
      mean, with respect to any Person (in this definition referred to as the
“parent”),
      any
      corporation, association or other business entity (whether now existing or
      hereafter organized) of which at least a majority of the securities or other
      ownership or membership interests having ordinary voting power for the election
      of directors is, at the time as of which any determination is being made, owned
      or controlled by the parent or one or more subsidiaries of the parent or by
      the
      parent and one or more subsidiaries of the parent. Unless otherwise specified,
      all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
      Subsidiary or Subsidiaries of the Borrower.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    “Supporting
      Route Facilities”
shall
      mean gates, ticket counters and other facilities assigned, allocated, leased,
      or
      made available to the Borrower at non-U.S. airports used in the operation of
      scheduled service over a Route.

     

    “Swap
      Termination Value”
shall
      mean, in respect of any contract or agreement relating to Indebtedness permitted
      by Section
      6.03(f)
      or
(g),
      after
      taking into account the effect of any legally enforceable netting agreement
      relating to such contract or agreement, (a) for any date on or after the date
      such contract or agreement has been closed out and termination value(s)
      determined in accordance therewith, such termination value(s), and (b) for
      any
      date prior to the date referenced in clause (a), the amount(s) determined as
      the
      mark-to-market value(s) for such contract or agreement, as determined based
      upon
      one or more mid-market or other readily available quotations provided by any
      recognized dealer in such contract or agreement (which may include a Lender
      or
      any Affiliate of a Lender).

     

    “Syndication
      Agent”
shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Taxes”
shall
      mean any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.

     

    “Termination
      Date”
shall
      mean the earlier to occur of (a) the Maturity Date and (b) the acceleration
      of
      the Loans in accordance with the terms hereof.

     

    “Termination
      Event”
shall
      mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to a Plan (other than an event for
      which the 30-day notice period is waived under subsections .27, .28, .29, .30,
      .31, .32, .34 or .35 of PBGC Reg. 4043), (b) an event described in Section
      4068
      of ERISA, (c) the withdrawal of the Borrower or any ERISA Affiliate from a
      Multiple Employer Plan during a plan year in which it was a “substantial
      employer,” as such term is defined in Section 4001(a)(2) of ERISA, (d) the
      incurrence of liability by the Borrower or any ERISA Affiliate under Section
      4064 of ERISA upon the termination of a Multiple Employer Plan, (e) the
      imposition of Withdrawal Liability or receipt of notice from a Multiemployer
      Plan that such liability may be imposed, (f) a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA, (g) providing notice of intent to
      terminate a Plan pursuant to Section 4041(c) of ERISA or the treatment of a
      Plan
      amendment as a termination under Section 4041 of ERISA, if such amendment
      requires the provision of security, (h) the institution of proceedings to
      terminate a Plan by the PBGC under Section 4042 of ERISA, (i) the existence
      with respect to any Plan of an “accumulated funding deficiency” (as defined in
      Section 412 of the Code or Section 302 of ERISA) and, on and after the
      effectiveness of the Pension Act, any failure by any Plan to satisfy the minimum
      funding standards (within the meaning of Section 412 of the Code or Section
      302
      of ERISA) applicable to such Plan, whether or not waived, (j) the filing
      pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
      an application for a waiver of the minimum funding standard with respect to
      any
      Plan, or (k) any other event or condition which would reasonably be expected
      to
      constitute grounds under Section 4042 of ERISA for the termination of, or the
      appointment of a trustee to administer, any Plan, or the imposition of any
      liability under Title IV of ERISA (other than for the payment of premiums to
      the
      PBGC in the ordinary course). Notwithstanding the above, for purposes of this
      definition, the sale by the Borrower of its interest in Comair shall not be
      considered a “reportable event” under clause (a) above. 

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    “Title
      14”
shall
      mean Title 14 of the United States Code of Federal Regulations, including Part
      93, Subparts K and S thereof, as amended from time to time or any successor
      or
      recodified regulation.

     

    “Title
      49”
shall
      mean Title 49 of the United States Code, which, among other things, recodified
      and replaced the U.S. Federal Aviation Act of 1958, and the rules and
      regulations promulgated pursuant thereto or any subsequent legislation that
      amends, supplements or supersedes such provisions. 

     

    “Tooling”
shall
      mean tooling inventory, including but not limited to dies, molds, tooling,
      casting patterns, gauges, jigs, racks and stands for engines, cowls, radome
      and
      wheels, aircraft jacks, test benches, test equipment, lathes, welders, grinders,
      presses, punches and hoists and other similar items (whether or not completed
      or
      fixed or handheld).

     

    “Total
      Collateral Coverage Ratio”
shall
      have the meaning set forth in Section
      6.06(a).

     

    “Total
      Obligations”
shall
      have the meaning set forth in Section
      6.06(a).

     

    “Transactions”
shall
      mean the execution, delivery and performance by the Borrower and Guarantors
      of
      this Agreement and the other Loan Documents to which they may be a party, the
      creation of the Liens in the Collateral in favor of the Collateral Agent, the
      borrowing of Loans and the use of the proceeds thereof.

     

    “Travel
      Agency Cash Transaction”
shall
      mean any purchase in cash or check of a ticket through a travel agency that
      is a
      member of Bank Settlement Plan or Airline Reporting Corporation, as applicable,
      it being understood and agreed that the account receivable in respect of such
      purchase that is included in the calculation of Eligible Account shall be net
      of
      any set-off for commissions or refunds and shall be included only to the extent
      such travel agency is unconditionally required to pay such net amount to the
      applicable clearinghouse or for the account of the Borrower.

     

    “Type”,
      when
      used in reference to any Loan or Borrowing, refers to whether the rate of
      interest on such Loan, or on the Loans comprising such Borrowing, is determined
      by reference to the LIBO Rate or the Alternate Base Rate.

     

    “UBS”
shall
      mean UBS Securities LLC.

     

    “UBS
      Finance”
shall
      mean UBS Loan Finance LLC.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect in the State of New York from
      time
      to time.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    “United
      States Citizen”
shall
      have the meaning set forth in Section
      3.02.

     

    “Unrestricted
      Cash”
shall
      mean all cash and Permitted Investments of the Borrower and the Guarantors
      held
      in accounts (other than the Escrow Accounts, Payroll Accounts and Restricted
      Accounts) which are the subject of Control Agreements that have been executed
      and delivered to the Collateral Agent.

     

    “Unused
      Total Revolving Commitment”
shall
      have the meaning set forth in the First Lien Credit Agreement.

     

    “Use
      or
      Lose Rule”
shall
      mean with respect to FAA Slots or Foreign Slots, as the case may be, the terms
      of 14 C.F.R. Section 93.227 or other applicable utilization requirements issued
      by the FAA, other Governmental Authorities, any Foreign Aviation Authorities
      or
      any Airport Authorities.

     

    “Visa/MasterCard
      Dollar Trigger Event”
shall
      mean any amendment to the existing processing agreement or the Borrower entering
      into any replacement processing agreement with respect to Visa and MasterCard
      receivables denominated in Dollars that changes the percentage or calculation
      of
      reserves held by the credit card processing bank in respect of such receivables
      (solely, in the case of any such change in calculation, to the extent resulting
      in a calculation that is no longer based upon Unearned Value (as such term
      is
      defined in the definition of “Estimated Credit Card Receivables Component”
contained herein)).

     

    “Withdrawal
      Liability”
shall
      have the meaning given such term under Part I of Subtitle E of
      Title IV of ERISA and shall include liability that results from either a
      complete or partial withdrawal.

     

    SECTION
      1.02.  Terms
      Generally.
       The definitions of terms herein shall apply equally to the singular and
      plural forms of the terms defined. Whenever the context may require, any pronoun
      shall include the corresponding masculine, feminine and neuter forms. The words
      “include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, restated, supplemented, extended,
      amended and restated or otherwise modified (subject to any restrictions on
      such
      amendments, supplements or modifications set forth herein), (b) any reference
      herein to any Person shall be construed to include such Person’s permitted
      successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and
      words of similar import, shall be construed to refer to this Agreement in its
      entirety and not to any particular provision hereof, (d) all references herein
      to Articles, Sections, Exhibits and Schedules shall be construed to refer to
      Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e)
      the
      words “asset” and “property” shall be construed to have the same meaning and
      effect and to refer to any and all tangible and intangible assets and
      properties, including cash, securities, accounts and contract rights and (f)
      “knowledge” or “aware” or words of similar import shall mean, when used in
      reference to the Borrower or the Guarantors, the actual knowledge of any
      Responsible Officer.

     

    
      
         

      

      
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    SECTION
      1.03.  Accounting
      Terms; GAAP.
       Except as otherwise expressly provided herein, all terms of an accounting
      or financial nature shall be construed in accordance with GAAP, as in effect
      from time to time; provided
      that, if
      the Borrower notifies the Administrative Agent that the Borrower requests an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the date hereof in GAAP or in the application thereof on the
      operation of such provision (or if the Administrative Agent notifies the
      Borrower that the Required Lenders request an amendment to any provision hereof
      for such purpose), regardless of whether any such notice is given before or
      after such change in GAAP or in the application thereof, then such provision
      shall be interpreted on the basis of GAAP as in effect and applied immediately
      before such change shall have become effective until such notice shall have
      been
      withdrawn or such provision amended in accordance herewith. Upon any such
      request for an amendment, the Borrower, the Required Lenders and the
      Administrative Agent agree to consider in good faith any such amendment in
      order
      to amend the provisions of this Agreement so as to reflect equitably such
      accounting changes so that the criteria for evaluating the Borrower’s financial
      condition shall be the same after such accounting changes as if such accounting
      changes had not occurred.

     

    SECTION
      2.

     

    AMOUNT
      AND TERMS OF CREDIT

     

    SECTION
      2.01.  Commitments
      of the Lenders.

     

    (a)  Second
      Lien Term Loan Commitment. (i)
      Each
      Lender agrees, upon the terms and subject to the conditions herein set forth,
      to
      make available to the Borrower on the Closing Date a term loan (a “Second
      Lien Term Loan”)
      in a
      principal amount equal to such Lender’s Second Lien Term Loan Commitment. Once
      repaid or prepaid, the Second Lien Term Loans may not be
      reborrowed.

     

    (ii)  The
      Second Lien Term Loans shall be made by the Lenders pro rata
      in
      accordance with their respective Second Lien Term Loan Commitments; provided,
      however,
      that
      the failure of any Lender to make its Second Lien Term Loan shall not in itself
      relieve the other Lenders of their obligations to lend.

     

    (b)  Type
      of Borrowing.
      Except
      as otherwise provided in Section
      2.02,
      each
      Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
      Borrower may request in accordance herewith. Each Lender at its option may
      make
      any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
      of
      such Lender to make such Loan; provided
      that any
      exercise of such option shall not affect the obligation of the Borrower to
      repay
      such Loan in accordance with the terms of this Agreement. 

     

    (c)  Amount
      of Borrowing.
      At the
      commencement of each Interest Period for any Eurodollar Borrowing, such
      Borrowing shall be in an aggregate amount that is in an integral multiple of
      $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing
      is
      made, such Borrowing shall be in an aggregate amount that is an integral
      multiple of $100,000 and not less than $1,000,000. Borrowings of more than
      one
      Type may be outstanding at the same time. 

     

    
      
         

      

      
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    (d)  Limitation
      on Interest Period.
      Notwithstanding any other provision of this Agreement, the Borrower shall not
      be
      entitled to request, or to elect to convert or continue, any Borrowing if the
      Interest Period requested with respect thereto would end after the Maturity
      Date.

     

    SECTION
      2.02.  Requests
      for Borrowings.
       To
      request the initial Borrowing of Second Lien Term Loans, the Borrower shall
      notify the Administrative Agent of such request by telephone (i) in the
      case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time,
      two (2) Business Days before the date of the proposed Borrowing and (ii) in
      the case of an ABR Borrowing, not later than 10:00 a.m., New York City
      time, on the date of the proposed Borrowing. Such telephonic notice shall be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Administrative Agent of a written Borrowing Request in a form approved by the
      Administrative Agent and signed by the Borrower. Such telephone and written
      Borrowing Request shall specify the following information in compliance with
      Section
      2.01:

     

    (a)  the
      aggregate amount of the requested Borrowing (which shall comply with
Section
      2.01(c));

     

    (b)  the
      date
      of such Borrowing, which shall be a Business Day;

     

    (c)  the
      portion of the Borrowing that is to be an ABR Borrowing and that is to be a
      Eurodollar Borrowing; and

     

    (d)  in
      the
      case of such portion of the Borrowing that is a Eurodollar Borrowing, the
      initial Interest Period applicable thereto, which shall be a period contemplated
      by the definition of the term “Interest Period”.

     

    If
      no
      election as to the Type of Borrowing is specified, then the requested Borrowing
      shall be an ABR Borrowing. If no Interest Period is specified with respect
      to
      any portion of the requested Borrowing that is to be a Eurodollar Borrowing,
      then the Borrower shall be deemed to have selected an Interest Period of one
      month’s duration. Promptly following receipt of the Borrowing Request in
      accordance with this Section
      2.02,
      the
      Administrative Agent shall advise each Lender of the details thereof and of
      the
      amount of such Lender’s Loan to be made as part of the requested
      Borrowing.

     

    SECTION
      2.03.  Funding
      of Borrowings. 
      (a)
       Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 3:00 p.m., New York
      City time, or such earlier time as may be reasonably practicable, to the account
      of the Administrative Agent most recently designated by it for such purpose
      by
      notice to the Lenders. The Administrative Agent will make such Loans available
      to the Borrower by promptly crediting the amounts so received, in like funds,
      to
      an account of the Borrower designated by the Borrower in the applicable
      Borrowing Request.

     

    (b)  Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon such
      assumption, make available to the Borrower a corresponding amount. In such
      event, if a Lender has not in fact made its share of the applicable Borrowing
      available to the Administrative Agent, then the applicable Lender and the
      Borrower severally agree to pay to the Administrative Agent forthwith upon
      written demand such corresponding amount with interest thereon, for each day
      from and including the date such amount is made available to the Borrower to
      but
      excluding the date of payment to the Administrative Agent, at (i) in the case
      of
      such Lender, the greater of the Federal Funds Effective Rate and a rate
      determined by the Administrative Agent in accordance with banking industry
      rules
      on interbank compensation or (ii) in the case of the Borrower, the interest
      rate
      otherwise applicable to such Borrowing. If such Lender pays such amount to
      the
      Administrative Agent, then such amount shall constitute such Lender’s Loan
      included in such Borrowing.

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

    SECTION
      2.04.  Interest
      Elections.
       (a)
       The
      Borrower may elect from time to time to (i) convert ABR Loans to Eurodollar
      Loans, (ii) convert Eurodollar Loans to ABR Loans, provided
      that any
      such conversion of Eurodollar Loans may only be made on the last day of an
      Interest Period with respect thereto or (iii) continue any Eurodollar Loan
      as
      such upon the expiration of the then current Interest Period with respect
      thereto 

     

    (b)  To
      make
      an Interest Election Request pursuant to this Section, the Borrower shall notify
      the Administrative Agent of such election by telephone by the time that a
      Borrowing Request would be required under Section
      2.02
      if the
      Borrower were requesting a Borrowing of the Type resulting from such election
      to
      be made on the effective date of such election. Each such telephonic Interest
      Election Request shall be irrevocable and shall be confirmed promptly by hand
      delivery or telecopy to the Administrative Agent of a written Interest Election
      Request in a form approved by the Administrative Agent and signed by the
      Borrower.

     

    (c)  Each
      telephonic and written Interest Election Request shall specify the following
      information in compliance with Section
      2.01:

     

    (i)    the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the
      portions thereof to be allocated to each resulting Borrowing (in which case
      the
      information to be specified pursuant to clauses (iii) and (iv) below shall
      be
      specified for each resulting Borrowing);

     

    (ii)    the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii)    whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
      and

     

    (iv)    if
      the
      resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
      applicable thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest Period”.

     

    If
      any
      such Interest Election Request requests a Eurodollar Borrowing but does not
      specify an Interest Period, then the Borrower shall be deemed to have selected
      an Interest Period of one month’s duration.

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    (d)  Promptly
      following receipt of an Interest Election Request, the Administrative Agent
      shall advise each Lender of the details thereof and of such Lender’s portion of
      each resulting Borrowing.

     

    (e)  If
      the
      Borrower fails to deliver a timely Interest Election Request with respect to
      a
      Eurodollar Borrowing prior to the end of the Interest Period applicable thereto,
      then, unless such Borrowing is repaid as provided herein, at the end of such
      Interest Period such Borrowing shall be converted to an ABR Borrowing.
      Notwithstanding any contrary provision hereof, if an Event of Default has
      occurred and is continuing, and upon the request of the Required Lenders, (i)
      no
      outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
      and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an
      ABR
      Borrowing at the end of the Interest Period applicable thereto.

     

    SECTION
      2.05.  Limitation
      on Eurodollar Tranches.
       Notwithstanding anything to the contrary in this Agreement, all
      borrowings, conversions and continuations of Eurodollar Loans and all selections
      of Interest Periods shall be in such amounts and be made pursuant to such
      elections so that, (a) after giving effect thereto, the aggregate principal
      amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be
      equal
      to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no
      more than twenty Eurodollar Tranches shall be outstanding at any one time.
      

     

    SECTION
      2.06.  Interest
      on Loans. 
      

     

    (a)  Subject
      to the provisions of Section
      2.07,
      each
      ABR Loan shall bear interest (computed on the basis of the actual number of
      days
      elapsed over a year of 360 days or, when the Alternate Base Rate is based on
      the
      Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per
      annum
      equal to the Alternate Base Rate plus the Applicable Margin. 

     

    (b)  Subject
      to the provisions of Section
      2.07,
      each
      Eurodollar Loan shall bear interest (computed on the basis of the actual number
      of days elapsed over a year of 360 days) at a rate per annum equal, during
      each
      Interest Period applicable thereto, to the LIBO Rate for such Interest Period
      in
      effect for such Borrowing plus the Applicable Margin.

     

    (c)  Accrued
      interest on all Loans shall be payable in arrears on each Interest Payment
      Date
      applicable thereto, on the Termination Date and after the Termination Date
      on
      written demand and (with respect to Eurodollar Loans) upon any repayment or
      prepayment thereof (on the amount repaid or prepaid); provided
      that in
      the event of any conversion of any Eurodollar Loan to an ABR Loan, accrued
      interest on such Loan shall be payable on the effective date of such
      conversion.

     

    SECTION
      2.07.  Default
      Interest.
       If the Borrower or any Guarantor, as the case may be, shall default in the
      payment of the principal of or interest on any Loan or in the payment of any
      other amount becoming due hereunder, whether at stated maturity, by acceleration
      or otherwise, the Borrower or such Guarantor, as the case may be, shall on
      written demand of the Administrative Agent from time to time pay interest,
      to
      the extent permitted by law, on all overdue amounts up to (but not including)
      the date of actual payment (after as well as before judgment) at a rate per
      annum (computed on the basis of the actual number of days elapsed over a year
      of
      360 days or when the Alternate Base Rate is applicable and is based on the
      Prime
      Rate, a year with 365 days or 366 days in a leap year) equal to (a) with respect
      to any Loan, the rate then applicable for such Borrowings plus
      2.0% and
      (b) in the case of all other amounts, the rate applicable for ABR Loans
plus
      2.0%.

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

     

    SECTION
      2.08.  Alternate
      Rate of Interest.
       In the event, and on each occasion, that on the date that is two Business
      Days prior to the commencement of any Interest Period for a Eurodollar Loan,
      the
      Administrative Agent shall have reasonably determined (which determination
      shall
      be conclusive and binding upon the Borrower absent manifest error) that
      reasonable means do not exist for ascertaining the applicable LIBO Rate, the
      Administrative Agent shall, as soon as practicable thereafter, give written,
      facsimile or telegraphic notice of such determination to the Borrower and the
      Lenders and, until the circumstances giving rise to such notice no longer exist,
      any request by the Borrower for a Borrowing of Eurodollar Loans hereunder
      (including pursuant to a refinancing with Eurodollar Loans and including any
      request to continue, or to convert to, Eurodollar Loans) shall be deemed a
      request for a Borrowing of ABR Loans. 

     

    SECTION
      2.09.  Amortization
      of Second Lien Term Loan; Repayment of Loans; Evidence of Debt.

     

    (a)  Subject
      to adjustment pursuant to Section
      2.10(d),
      the
      Borrower shall repay to the Lenders the aggregate principal amount of all Second
      Lien Term Loans outstanding on the following dates in the respective amounts
      set
      forth opposite such dates:

     

    
      	
              Date

            	
              Amount

            
	
              September
                30, 2007

            	
              $2,250,000

            
	
              December
                31, 2007

            	
              $2,250,000

            
	
              March
                31, 2008

            	
              $2,250,000
                

            
	
              June
                30, 2008

            	
              $2,250,000

            
	
              September
                30, 2008

            	
              $2,250,000

            
	
              December
                31, 2008

            	
              $2,250,000

            
	
              March
                31, 2009

            	
              $2,250,000

            
	
              June
                30, 2009

            	
              $2,250,000

            
	
              September
                30, 2009

            	
              $2,250,000

            
	
              December
                31, 2009

            	
              $2,250,000

            
	
              March
                31, 2010

            	
              $2,250,000

            
	
              June
                30, 2010

            	
              $2,250,000

            
	
              September
                30, 2010

            	
              $2,250,000

            
	
              December
                31, 2010

            	
              $2,250,000

            
	
              March
                31, 2011

            	
              $2,250,000

            
	
              June
                30, 2011

            	
              $2,250,000

            
	
              September
                30, 2011

            	
              $2,250,000

            
	
              December
                31, 2011

            	
              $2,250,000

            
	
              March
                31, 2012

            	
              $2,250,000

            
	
              June
                30, 2012

            	
              $2,250,000

            
	
              September
                30, 2012

            	
              $2,250,000

            
	
              December
                31, 2012

            	
              $2,250,000

            
	
              March
                31, 2013

            	
              $2,250,000

            
	
              June
                30, 2013

            	
              $2,250,000

            
	
              September
                30, 2013

            	
              $2,250,000

            
	
              December
                31, 2013

            	
              $2,250,000

            
	
              March
                31, 2014

            	
              $2,250,000

            
	
              Maturity
                Date

            	
              $839,250,000

            


    

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    provided,
      however,
      that
      the final principal repayment installment of the Second Lien Term Loans shall
      be
      repaid on the Maturity Date and in any event shall be in an amount equal to
      the
      aggregate principal amount of all Second Lien Term Loans outstanding on such
      date. Once repaid, no portion of the Second Lien Term Loans may be
      reborrowed.

     

    (b)  The
      Borrower hereby unconditionally promises to pay to the Administrative Agent
      for
      the ratable account of each Lender the then unpaid principal amount of each
      Loan
      on the Termination Date. 

     

    (c)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrower to such Lender resulting
      from each Loan made by such Lender, including the amounts of principal and
      interest payable and paid to such Lender from time to time
      hereunder.

     

    (d)  The
      Administrative Agent shall maintain accounts in which it shall record (i) the
      amount of each Loan made hereunder, the Type thereof and the Interest Period
      applicable thereto, (ii) the amount of any principal or interest due and payable
      or to become due and payable from the Borrower to each Lender hereunder and
      (iii) the amount of any sum received by the Administrative Agent hereunder
      for
      the account of the Lenders and each Lender’s share thereof. The Borrower shall
      have the right, upon reasonable notice, to request information regarding the
      accounts referred to in the preceding sentence.

     

    (e)  The
      entries made in the accounts maintained pursuant to paragraph (c) or (d) of
      this
      Section shall be prima
      facie
      evidence
      of the existence and amounts of the obligations recorded therein; provided
      that the
      failure of any Lender or the Administrative Agent to maintain such accounts
      or
      any error therein shall not in any manner affect the obligation of the Borrower
      to repay the Loans in accordance with the terms of this Agreement.

     

    (f)  Any
      Lender may request that Loans made by it be evidenced by a promissory note.
      In
      such event, the Borrower shall promptly execute and deliver to such Lender
      a
      promissory note payable to the order of such Lender (or, if requested by such
      Lender, to such Lender and its registered assigns) in a form furnished by the
      Administrative Agent and reasonably acceptable to the Borrower. Thereafter,
      the
      Loans evidenced by such promissory note and interest thereon shall at all times
      (including after assignment pursuant to Section
      10.02)
      be
      represented by one or more promissory notes in such form payable to the order
      of
      the payee named therein (or, if such promissory note is a registered note,
      to
      such payee and its registered assigns).

     

    
      
         

      

      
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    SECTION
      2.10.  Mandatory
      Prepayment; Commitment Termination.

     

    (a)    Within
      three (3) Business Days of the Borrower or any Guarantor receiving any Net
      Cash
      Proceeds as a result of an Asset Sale or Recovery Event (including, without
      limitation, an Event of Loss concerning an Airframe, Engine, Spare Engine or
      Spare Parts), the Borrower or such Guarantor shall, if the Borrower
      shall not be in compliance with Section
      6.06(a)
      on the
      date such Net Cash Proceeds are received, deposit such received Net Cash
      Proceeds (solely
      to the extent necessary to maintain compliance with Section
      6.06)
      into an
      account that is maintained with the Administrative Agent or First Lien
      Administrative Agent for such purpose and subject to a Full Control Agreement;
      provided
      that (i)
      in the case of the Net Cash Proceeds of any Event of Loss so deposited and
      involving an Airframe, Engine or Spare Engine, the Borrower shall be permitted
      to use such Net Cash Proceeds to replace such Airframe, Engine or Spare Engine,
      as the case may be, with a Replacement Airframe or Replacement Engine, as the
      case may be, in accordance with the requirements of the First Lien Aircraft
      Mortgage, with such Replacement Airframe or Replacement Engine to be subject
      to
      the Lien of the Collateral Agent for the benefit of the First Priority Secured
      Parties pursuant to the First Lien Aircraft Mortgage and otherwise satisfying
      the requirements of the First Lien Aircraft Mortgage at the time of (or
      substantially simultaneously with) the release of such Net Cash Proceeds, (ii)
      in the case of Net Cash Proceeds of any  Recovery Event (other than Net
      Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use
      such Net Cash Proceeds to repair or replace the assets which are the
      subject of such Recovery Event with comparable assets, (iii) in the case of
      any
      Net Cash Proceeds of any Asset Sale so deposited, the Borrower may use such
      Net
      Cash Proceeds to  replace the assets which are the subject of such Asset
      Sale with comparable assets within 365 days after such deposit is made, (iv)
      all
      such Net Cash Proceeds shall be subject to release as provided in Section
      6.06(c)
      or, at
      the option of the Borrower at any time, may be applied in accordance with the
      requirements of Section
      2.10(b),
      and (v)
      upon the occurrence of an Event of Default, the amount of any such deposit
      may
      be applied, subject to the Intercreditor Agreement, by the Administrative Agent
      in accordance with Section
      2.10(b)),
      provided
      that any
      release of Net Cash Proceeds pursuant to clause (iii) of this Section shall
      be
      conditioned on the Borrower being in compliance with Section
      6.06(a),
      after
      giving effect thereto (it being understood that the failure to be in compliance
      with Section
      6.06(a)
      shall
      not prevent the release of any Net Cash Proceeds in connection with any repair
      or replacement of assets permitted hereunder so long as no decrease in the
      Total
      Collateral Coverage Ratio will result therefrom).   

     

    (b)    Amounts
      to be applied in connection with prepayments made pursuant to this Section
      2.10
      shall,
      subject to the Intercreditor Agreement, be applied to the prepayment of the
      Second Lien Term Loans on a pro rata
      basis.
      The application of any prepayment pursuant to this Section
      2.10
      shall be
      made, first,
      to ABR
      Loans and, second,
      to
      Eurodollar Loans. 

     

    (c)    The
      Second Lien Term Loan Commitments shall terminate at 5:00 p.m., New York City
      time, on the Closing Date. Upon the Termination Date, the Borrower shall repay
      the Loans in full. 

     

    (d)    All
      prepayments under this Section
      2.10
      shall be
      accompanied by accrued but unpaid interest on the principal amount being prepaid
      to (but not including) the date of prepayment, plus any Fees and any losses,
      costs and expenses, as more fully described in Section
      2.13
      and
2.17
      hereof.
      Any prepayments of the Second Lien Term Loans under this Section
      2.10
      shall be
      applied pro rata
      to the
      remaining scheduled amortization payments set forth in Section
      2.09(a).

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    SECTION
      2.11.  Optional
      Prepayment of Loans.

     

    (a)    The
      Borrower shall have the right at any time and from time to time to prepay any
      Second Lien Term Loans, in whole or in part, (i) with respect to Eurodollar
      Loans, upon (A) telephonic notice followed promptly by written or facsimile
      notice or (B) written or facsimile notice received by 1:00 p.m., New
      York
      City time, three Business Days prior to the proposed date of prepayment and
      (ii)
      with respect to ABR Loans, upon written or facsimile notice received by 1:00
      p.m., New
      York
      City time, one Business Day prior to the proposed date of prepayment;
provided
      that ABR
      Loans may be prepaid on the same day notice is given if such notice is received
      by the Administrative Agent by 12:00 noon, New York City time; provided further,
      however,
      that
      (A) each such partial prepayment shall be in an amount not less than $5,000,000
      and in integral multiples of $1,000,000, (B) no prepayment of Eurodollar
      Loans shall be permitted pursuant to this Section
      2.11(a)
      other
      than on the last day of an Interest Period applicable thereto unless such
      prepayment is accompanied by the payment of the amounts described in
Section
      2.13,
      and (C)
      no partial prepayment of a Borrowing of Eurodollar Loans shall result in the
      aggregate principal amount of the Eurodollar Loans remaining outstanding
      pursuant to such Borrowing being less than $10,000,000. 

     

    (b)    All
      prepayments under Section
      2.11(a)
      shall be
      accompanied by accrued but unpaid interest on the principal amount being prepaid
      to (but not including) the date of prepayment, plus any Fees and any losses,
      costs and expenses, as more fully described in Sections 2.13
      and
2.17
      hereof.
      Any partial prepayments of the Second Lien Term Loans pursuant to this
Section
      2.11
      shall be
      applied at the direction of the Borrower.

     

    (c)    Each
      notice of prepayment shall specify the prepayment date, the principal amount
      of
      the Loans to be prepaid and, in the case of Eurodollar Loans, the Borrowing
      or
      Borrowings pursuant to which made, shall be irrevocable and shall commit the
      Borrower to prepay such Loan by the amount and on the date stated therein;
      provided, that the Borrower may revoke any notice of prepayment under this
      Section
      2.11
      if such
      prepayment would have resulted from a refinancing of the Obligations hereunder,
      which refinancing shall not be consummated or shall otherwise be delayed. The
      Administrative Agent shall, promptly after receiving notice from the Borrower
      hereunder, notify each Lender of the principal amount of the Loans held by
      such
      Lender which are to be prepaid, the prepayment date and the manner of
      application of the prepayment.

     

    SECTION
      2.12.  Increased
      Costs.
       (a)
       If
      any Change in Law shall:

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender (except any such reserve requirement subject to Section
      2.12(c));
      or

     

    (ii)  impose
      on
      any Lender or the London interbank market any other condition (other than Taxes)
      affecting this Agreement or Eurodollar Loans made by such Lender;

     

    
      
         

      

      
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    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan) or to reduce the amount of any sum received or receivable
      by
      such Lender hereunder (whether of principal, interest or otherwise), then the
      Borrower will pay to such Lender such additional amount or amounts as will
      compensate such Lender for such additional costs incurred or reduction
      suffered.

     

    (b)    If
      any
      Lender reasonably determines in good faith that any Change in Law regarding
      capital requirements has or would have the effect of reducing the rate of return
      on such Lender’s capital or on the capital of such Lender’s holding company, if
      any, as a consequence of this Agreement or the Loans made by such Lender to
      a
      level below that which such Lender or such Lender’s holding company could have
      achieved but for such Change in Law (taking into consideration such Lender’s
      policies and the policies of such Lender’s holding company with respect to
      capital adequacy), then from time to time the Borrower will pay to such Lender
      such additional amount or amounts, in each case as documented by such Lender
      to
      the Borrower as will compensate such Lender or such Lender’s holding company for
      any such reduction suffered; it being understood that to the extent duplicative
      of the provisions in Section
      2.14,
      this
Section
      2.12(b)
      shall
      not apply to Taxes.

     

    (c)    The
      Borrower shall pay to each Lender, (i) as long as such Lender shall be
      required to maintain reserves with respect to liabilities or assets consisting
      of or including Eurodollar funds or deposits, additional interest on the unpaid
      principal amount of each Eurodollar Loan equal to the actual costs of such
      reserves allocated to such Loan by such Lender (as determined by such Lender
      in
      good faith, which determination shall be conclusive in the absence of manifest
      error), and (ii) as long as such Lender shall be required to comply with
      any reserve ratio requirement or analogous requirement of any other central
      banking or financial regulatory authority imposed in respect of the maintenance
      of the Second Lien Term Loan Commitments or the funding of the Eurodollar Loans,
      such additional costs (expressed as a percentage per annum and rounded upwards,
      if necessary, to the nearest five decimal places) equal to the actual costs
      allocated to such Second Lien Term Loan Commitment or Loan by such Lender (as
      determined by such Lender in good faith, which determination shall be conclusive
      absent manifest error) which in each case shall be due and payable on each
      date
      on which interest is payable on such Loan, provided the Borrower shall have
      received at least fifteen (15) days’ prior notice (with a copy to the
      Administrative Agent, and which notice shall specify the Statutory Reserve
      Rate,
      if any, applicable to such Lender) of such additional interest or cost from
      such
      Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant
      Interest Payment Date, such additional interest or cost shall be due and payable
      fifteen (15) days from receipt of such notice.

     

    (d)    A
      certificate of a Lender setting forth the amount or amounts necessary to
      compensate such Lender or its holding company, as the case may be, as specified
      in paragraph (a),
      (b)
      or
(c)
      of this
      Section shall be delivered to the Borrower and shall be conclusive absent
      manifest error. The Borrower shall pay such Lender the amount shown as due
      on
      any such certificate within fifteen (15) days after receipt
      thereof.

     

    (e)    Failure
      or delay on the part of any Lender to demand compensation pursuant to this
      Section shall not constitute a waiver of such Lender’s right to demand such
      compensation; provided,
      that
      the Borrower shall not be required to compensate a Lender pursuant to this
      Section for any increased costs or reductions incurred more than 180 days prior
      to the date that such Lender notifies the Borrower of the Change in Law giving
      rise to such increased costs or reductions and of such Lender’s intention to
      claim compensation therefor; provided further
      that, if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 180-day period referred to above shall be extended to
      include the period of retroactive effect thereof. The protection of this Section
      shall be available to each Lender regardless of any possible contention as
      to
      the invalidity or inapplicability of the law, rule, regulation, guideline or
      other change or condition which shall have occurred or been imposed.


     

    
      
         

      

      
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    SECTION
      2.13.  Break
      Funding Payments. 
      In the event of (a) the payment of any principal of any Eurodollar Loan other
      than on the last day of an Interest Period applicable thereto (including as
      a
      result of the occurrence and continuance an Event of Default), (b) the failure
      to borrow, convert, continue or prepay any Eurodollar Loan on the date specified
      in any notice delivered pursuant hereto or (c) the assignment of any Eurodollar
      Loan other than on the last day of the Interest Period applicable thereto as
      a
      result of a request by the Borrower pursuant to Section
      2.16
      or
Section
      10.08(b),
      then,
      in any such event, at the request of such Lender the Borrower shall compensate
      such Lender for the loss, cost and expense attributable to such event. Such
      loss, cost or expense to any Lender shall be deemed to include an amount
      reasonably determined in good faith by such Lender to be the excess, if any,
      of
      (i) the amount of interest which would have accrued on the principal amount
      of
      such Loan had such event not occurred, at the applicable rate of interest for
      such Loan (excluding, however the Applicable Margin included therein, if any),
      for the period from the date of such event to the last day of the then current
      Interest Period therefor (or, in the case of a failure to borrow, convert or
      continue, for the period that would have been the Interest Period for such
      Loan), over (ii) the amount of interest which would accrue on such principal
      amount for such period at the interest rate which such Lender would bid were
      it
      to bid, at the commencement of such period, for dollar deposits of a comparable
      amount and period from other banks in the eurodollar market. A certificate
      of
      any Lender setting forth any amount or amounts that such Lender is entitled
      to
      receive pursuant to this Section shall be delivered to the Borrower and shall
      be
      conclusive absent manifest error. The Borrower shall pay such Lender the amount
      shown as due on any such certificate within fifteen (15) days after receipt
      thereof.

     

    SECTION
      2.14.  Taxes.
       (a)
       Any
      and all payments by or on account of any obligation of the Borrower hereunder
      shall be made free and clear of and without deduction for any Indemnified Taxes
      or Other Taxes; provided, that if the Borrower shall be required to deduct
      any
      Indemnified Taxes or Other Taxes from such payments, then (i) the sum
      payable shall be increased as necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section) the Administrative Agent or Lender (as the case may be) receives
      an amount equal to the sum it would have received had no such deductions been
      made, (ii) the Borrower shall make such deductions and (iii) the
      Borrower shall pay the full amount deducted to the relevant Governmental
      Authority in accordance with applicable law. 

     

    (b)    In
      addition, the Borrower shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.

     

    
      
         

      

      
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    (c)    The
      Borrower shall indemnify the Administrative Agent and each Lender, within thirty
      (30) days after written demand therefor, for the full amount of any Indemnified
      Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the
      case may be, on or with respect to any payment by or on account of any
      obligation of the Borrower hereunder (including Indemnified Taxes or Other
      Taxes
      imposed or asserted on or attributable to amounts payable under this Section)
      and any penalties, interest and reasonable expenses arising therefrom or with
      respect thereto, whether or not such Indemnified Taxes or Other Taxes were
      correctly or legally imposed or asserted by the relevant Governmental Authority.
      A certificate as to the amount of such payment or liability delivered to the
      Borrower by a Lender, or by the Administrative Agent on its own behalf or on
      behalf of a Lender, shall be conclusive absent manifest error. 

     

    (d)    As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower to a Governmental Authority, the Borrower shall deliver to the
      Administrative Agent the original or a certified copy of a receipt issued by
      such Governmental Authority evidencing such payment to the extent available,
      a
      copy of the return reporting such payment or other evidence of such payment
      reasonably satisfactory to the Administrative Agent.

     

    (e)    Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrower is located, or
      any
      treaty to which such jurisdiction is a party, with respect to payments under
      this Agreement shall deliver to the Borrower (with a copy to the Administrative
      Agent), at the time or times prescribed by applicable law, such properly
      completed and executed documentation prescribed by applicable law or requested
      by the Borrower as will permit such payments to be made without withholding
      or
      at a reduced rate.

     

    (f)    If
      the
      Administrative Agent or a Lender determines, in its sole discretion, that it
      has
      received a refund of any Taxes or Other Taxes as to which it has been
      indemnified by the Borrower or with respect to which the Borrower has paid
      additional amounts pursuant to this Section
      2.14,
      it
      shall pay over such refund to the Borrower (but only to the extent of indemnity
      payments made, or additional amounts paid, by the Borrower under this
Section
      2.14
      with
      respect to the Taxes or Other Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Administrative Agent or such Lender and without
      interest (other than any interest paid by the relevant Governmental Authority
      with respect to such refund); provided, that the Borrower, upon the request
      of
      the Administrative Agent or such Lender, agrees to repay the amount paid over
      to
      the Borrower (plus any penalties, interest or other charges imposed by the
      relevant Governmental Authority) to the Administrative Agent or such Lender
      in
      the event the Administrative Agent or such Lender is required to repay such
      refund to such Governmental Authority. This Section shall not be construed
      to
      require the Administrative Agent or any Lender to make available its tax returns
      (or any other information relating to its taxes which it deems confidential)
      to
      the Borrower or any other Person. 

     

    SECTION
      2.15.  Payments
      Generally; Pro Rata Treatment.

     

    (a)    The
      Borrower shall make each payment or prepayment required to be made by it
      hereunder (whether of principal, interest or fees, or of amounts payable under
      Section
      2.12
      or
2.13,
      or
      otherwise) prior to 1:00 p.m., New York City time, on the date when due, in
      immediately available funds, without set-off or counterclaim. Any amounts
      received after such time on any date may, in the reasonable discretion of the
      Administrative Agent, be deemed to have been received on the next succeeding
      Business Day for purposes of calculating interest thereon. All such payments
      shall be made to the Administrative Agent at its offices at 30
      Hudson
      Street, 17th
      Floor,
      Jersey City, NJ 07302, pursuant
      to wire instructions to be provided by the Administrative Agent, except that
      payments pursuant to Sections 2.12,
      2.13
      and
10.04
      shall be
      made directly to the Persons entitled thereto. The Administrative Agent shall
      distribute any such payments received by it for the account of any other Person
      to the appropriate recipient promptly following receipt thereof. If any payment
      hereunder shall be due on a day that is not a Business Day, the date for payment
      shall be extended to the next succeeding Business Day, and, in the case of
      any
      payment accruing interest, interest thereon shall be payable for the period
      of
      such extension. All payments hereunder shall be made in dollars.

     

    
      
         

      

      
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    (b)    If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent or to the Collateral Agent to pay fully all Second Priority Obligations
      then due hereunder, such funds shall be applied (i) first,
      towards
      payment of fees and expenses then due under Section 10.04
      payable
      to the Administrative Agent and the Collateral Agent, in their respective
      capacities as such, ratably among the parties entitled thereto in accordance
      with the amounts of fees and expenses then due to such parties, (ii)
second,
      towards
      payment of fees and expenses then due under Section 10.04
      payable
      to the Agents and the Lenders and towards payment of interest then due on
      account of the Second Lien Term Loans, ratably among the parties entitled
      thereto in accordance with the amounts of such fees and expenses and interest
      then due to such parties, and (iii) third,
      towards
      payment of principal of the Second Lien Term Loans then due hereunder
      (pro rata
      among
      the holders of such Indebtedness), ratably among the parties entitled thereto
      in
      accordance with the amounts of principal then due to such parties.

     

    (c)    Unless
      the Administrative Agent shall have received notice from the Borrower prior
      to
      the date on which any payment is due to the Administrative Agent for the account
      of the Lenders hereunder that the Borrower will not make such payment, the
      Administrative Agent may assume that the Borrower has made such payment on
      such
      date in accordance herewith and may, in reliance upon such assumption,
      distribute to the Lenders the amount due. In such event, if the Borrower has
      not
      in fact made such payment, then each of the Lenders severally agrees to repay
      to
      the Administrative Agent forthwith on demand the amount so distributed to such
      Lender with interest thereon, for each day from and including the date such
      amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Effective Rate and
      a
      rate determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation.

     

    (d)    If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Sections 2.03(a)
      or
(b)
      or
10.04(c),
      then
      the Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.

     

    SECTION
      2.16.  Mitigation
      Obligations; Replacement of Lenders.
       (a)
       If
      the Borrower is required to pay any additional amount to any Lender under
Section
      2.12
      or to
      any Lender or any Governmental Authority for the account of any Lender pursuant
      to Section
      2.14,
      then
      such Lender shall use reasonable efforts to designate a different lending office
      for funding or booking its Loans hereunder, to assign its rights and obligations
      hereunder to another of its offices, branches or affiliates or to file any
      certificate or document reasonably requested by the Borrower, if, in the
      judgment of such Lender, such designation, assignment or filing (i) would
      eliminate or reduce amounts payable pursuant to Section
      2.12
      or
2.14,
      as the
      case may be, in the future and (ii) would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

     

    
      
         

      

      
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    (b)  If,
      after
      the date hereof, any Lender requests compensation under Section
      2.12
      or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      2.14,
      or if
      any Lender defaults in its obligation to fund Loans hereunder, then the Borrower
      may, at its sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
Section
      10.02),
      all
      its interests, rights and obligations under this Agreement to an assignee that
      shall assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment); provided,
      that
      (i) such Lender shall have received payment of an amount equal to the
      outstanding principal of its Loans, accrued interest thereon, accrued fees
      and
      all other amounts due, owing and payable to it hereunder at such time, from
      the
      assignee (to the extent of such outstanding principal and accrued interest
      and
      fees) or the Borrower (in the case of all other amounts) and (ii) in the
      case of payments required to be made pursuant to Section
      2.14,
      such
      assignment will result in a reduction in such compensation or payments. A Lender
      shall not be required to make any such assignment and delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.

     

    SECTION
      2.17.  Certain
      Fees.
       The Borrower shall pay to the Administrative Agent, for the respective
      accounts of the Administrative Agent and the Lenders, the fees set forth in
      that
      certain Arrangers Fee Letter dated as of January 29, 2007 among the
      Administrative Agent, JPMSI, Goldman Sachs, LBI, LCPI, Merrill Lynch, UBS,
      UBS
      Finance, Barclays, Barclays Capital and the Borrower at the times set forth
      therein, and as otherwise heretofore agreed.

     

    SECTION
      2.18.  Nature
      of Fees. 
      All Fees shall be paid on the dates due, in immediately available funds, to
      the
      Administrative Agent, as provided herein and in the fee letters described in
      Section
      2.17.
      Once
      paid, none of the Fees shall be refundable under any circumstances.

     

    SECTION
      2.19.  Right
      of Set-Off. 
      Upon
      the
      occurrence and during the continuance of any Event of Default pursuant to
Section
      7.01(b),
      the
      Administrative Agent and each Lender (and their respective banking Affiliates)
      is hereby authorized at any time and from time to time, to the fullest extent
      permitted by law, to set off and apply any and all deposits (general or special,
      time or demand, provisional or final but excluding deposits in the Escrow
      Accounts, Payroll Accounts and other accounts, in each case, held in trust
      for
      an identified beneficiary) at any time held and other indebtedness at any time
      owing by the Administrative Agent and each such Lender (or any of such banking
      Affiliates) to or for the credit or the account of the Borrower or any Guarantor
      against any and all of any such overdue amounts owing under the Loan Documents,
      irrespective of whether or not the Administrative Agent or such Lender shall
      have made any demand under any Loan Document. Each Lender and the Administrative
      Agent agree promptly to notify the Borrower and Guarantors after any such
      set-off and application made by such Lender or the Administrative Agent (or
      any
      of such banking Affiliates), as the case may be, provided that the failure
      to
      give such notice shall not affect the validity of such set-off and application.
      The rights of each Lender and the Administrative Agent under this Section are
      in
      addition to other rights and remedies which such Lender and the Administrative
      Agent may have upon the occurrence and during the continuance of any Event
      of
      Default.

     

    
      
         

      

      
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    SECTION
      2.20.  Payment
      of Obligations

     

    .
      Subject
      to the provisions of Section
      7.01,
      upon
      the maturity (whether by acceleration or otherwise) of any of the Obligations
      under this Agreement or any of the other Loan Documents of the Borrower and
      the
      Guarantors, the Lenders shall be entitled to immediate payment of such
      Obligations. 

     

    SECTION
      2.21.  Defaulting
      Lenders.
       (a)
       If
      at any time any Lender becomes a Defaulting Lender, then the Borrower may,
      on
      ten (10) Business Days’ prior written notice to the Administrative Agent and
      such Lender, replace such Lender by causing such Lender to (and such Lender
      shall be obligated to) assign pursuant to Section
      10.02(b)
      (with
      the assignment fee to be paid by the Borrower in such instance) all of its
      rights and obligations under this Agreement to one or more assignees;
provided
      that
      neither the Administrative Agent nor any Lender shall have any obligation to
      the
      Borrower to find a replacement Lender or other such Person.

     

    (b)    Any
      Lender being replaced pursuant to Section
      2.21(a)
      above
      shall (i) execute and deliver an Assignment and Acceptance with respect to
      such
      Lender’s outstanding Second Lien Term Loan Commitments and Loans and (ii)
      deliver any documentation evidencing such Loans to the Borrower or the
      Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the
      assignee Lender shall acquire all or a portion, as the case may be, of the
      assigning Lender’s outstanding Second Lien Term Loan Commitments and Loans, (B)
      all obligations of the Borrower owing to the assigning Lender relating to the
      Second Lien Term Loan Commitments and Loans so assigned shall be paid in full
      by
      the assignee Lender to such assigning Lender concurrently with such assignment
      and acceptance and (C) upon such payment and, if so requested by the assignee
      Lender, delivery to the assignee Lender of the appropriate documentation
      executed by the Borrower in connection with previous Borrowings, the assignee
      Lender shall become a Lender hereunder and the assigning Lender shall cease
      to
      constitute a Lender hereunder with respect to such assigned Loans, except with
      respect to indemnification provisions under this Agreement, which shall
      survive
      as to
      such assigning Lender.

     

    SECTION
      3.

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Lenders to make Loans hereunder, the Borrower and each of the
      Guarantors jointly and severally represent and warrant as follows:

     

    
      
         

      

      
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    SECTION
      3.01.  Organization
      and Authority.
       Each
      of
      the Borrower and the Guarantors (a) is duly organized, validly existing and
      in
      good standing (to the extent such concept is applicable in the applicable
      jurisdiction) under the laws of the jurisdiction of its organization and is
      duly
      qualified and in good standing in each jurisdiction in which the failure to
      so
      qualify would have a Material Adverse Effect, (b) has the requisite corporate
      or
      limited liability company power and authority to effect the Transactions, and
      (c) has all requisite power and authority and the legal right to own or lease
      and operate its properties (subject, in the case of any Restructuring Aircraft,
      to the Post-Petition Aircraft Agreement applicable to such Restructuring
      Aircraft) and pledge or mortgage Collateral, and to conduct its business as
      now
      or currently proposed to be conducted.

     

    SECTION
      3.02.  Air
      Carrier Status.
       (a)
       Each
      of the Borrower and Comair is an “air carrier” within the meaning of Section
      40102 of Title 49 and holds a certificate under Section 41102 of Title 49.
      Each
      of the Borrower and Comair holds an air carrier operating certificate issued
      pursuant to Chapter 447 of Title 49. Each of the Borrower and Comair is a
“citizen of the United States” as defined in Section 40102(a)(15) of Title 49
      and as that statutory provision has been interpreted by the DOT pursuant to
      its
      policies (a “United
      States Citizen”).
      Each
      of the Borrower and Comair possesses all necessary certificates, franchises,
      licenses, permits, rights, designations, authorizations, exemptions,
      concessions, frequencies and consents which relate to the operation of the
      routes flown by it and the conduct of its business and operations as currently
      conducted except where failure to so possess would not, in the aggregate, have
      a
      Material Adverse Effect. 

     

    (b)    Other
      than Comair, no Guarantor is an “air carrier” within the meaning of Section
      40102(a)(2) of Title 49, and no Guarantor holds a certificate under Section
      41102 of Title 49 (other than as a result of a Guarantor becoming an “air
      carrier” or holding such certificate in connection with a Permitted
      Acquisition). 

     

    SECTION
      3.03.  Due
      Execution.
       The execution, delivery and performance by each of the Borrower and the
      Guarantors of each of the Loan Documents to which it is a party (a) are within
      the respective corporate or limited liability company powers of each of the
      Borrower and the Guarantors, have been duly authorized by all necessary
      corporate or limited liability company action, including the consent of
      shareholders or members where required, and do not (i) contravene the charter,
      by-laws or limited liability company agreement (or equivalent documentation)
      of
      any of the Borrower or the Guarantors, (ii) violate any applicable law
      (including, without limitation, the Securities Exchange Act of 1934) or
      regulation (including, without limitation, Regulations T, U or X of the Board),
      or any order or decree of any court or Governmental Authority, other than
      violations by the Borrower or the Guarantors which would not reasonably be
      expected to have a Material Adverse Effect, (iii) conflict with or result in
      a
      breach of, constitute a default under, or create an adverse liability or rights
      under, any material indenture, mortgage or deed of trust or any material lease,
      agreement or other instrument binding on the Borrower or the Guarantors or
      any
      of their properties, which, in the aggregate, would reasonably be expected
      to
      have a Material Adverse Effect, or (iv) result in or require the creation or
      imposition of any Lien upon any of the property of any of the Borrower or the
      Guarantors other than the Liens granted pursuant to this Agreement or the other
      Loan Documents; and (b) do not require the consent, authorization by or approval
      of or notice to or filing or registration with any Governmental Authority other
      than (i) the filing of financing statements under the New York Uniform
      Commercial Code, (ii) the filings and consents contemplated by the Collateral
      Documents, (iii) approvals, consents and exemptions that have been obtained
      on
      or prior to the Closing Date and (iv) consents, approvals and exemptions that
      the failure to obtain in the aggregate would not be reasonably expected to
      result in a Material Adverse Effect. This Agreement has been duly executed
      and
      delivered by each of the Borrower and the Guarantors. This Agreement is, and
      each of the other Loan Documents to which the Borrower and each of the
      Guarantors is or will be a party, when delivered hereunder or thereunder, will
      be, a legal, valid and binding obligation of the Borrower and each Guarantor,
      as
      the case may be, enforceable against the Borrower and the Guarantors, as the
      case may be, in accordance with its terms, subject to applicable bankruptcy,
      insolvency, reorganization, moratorium or other laws affecting creditors’ rights
      generally and subject to general principles of equity, regardless of whether
      considered in a proceeding in equity or at law.

     

    
      
         

      

      
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    SECTION
      3.04.  Statements
      Made.
       No representation or warranty or certification of the Borrower or any
      Guarantor contained in writing in this Agreement, any other Loan Document or
      in
      any other document, report, public or private confidential information
      memorandum, financial statement, certificate or other written information
      furnished by or on behalf of the Borrower to the Administrative Agent or any
      Lender in connection with the negotiation of this Agreement or delivered
      hereunder (as modified or supplemented by other information so furnished, other
      than to the extent that any such statements constitute projections, budgets,
      estimates or other forward looking statements), taken as a whole and in light
      of
      the circumstances in which made, contains, when furnished, any untrue statement
      of a material fact or omits to state a material fact necessary to make such
      statements not materially misleading; and, to the extent that any such
      information constitutes projections, budgets, estimates or other forward looking
      statements, such projections, budgets, estimates or other forward looking
      statements were prepared in good faith on the basis of assumptions believed
      by
      the Borrower or such Guarantor to be reasonable at the time such projections,
      budgets, estimates or other forward looking statements were furnished (it being
      understood that projections, budgets, estimates or other forward looking
      statements by their nature are inherently uncertain, that no assurances can
      be
      given that projections, budgets, estimates or other forward looking statements
      will be realized and that actual results in fact may differ materially from
      any
      projections, budgets, estimates or other forward looking statements provided
      to
      the Administrative Agent or the Lenders).

     

    SECTION
      3.05.  Financial
      Statements; Material Adverse Change. 

     

    (a)  The
      Borrower has furnished the Administrative Agent on behalf of the Lenders with
      copies of the audited consolidated financial statement and schedules of the
      Borrower and its Subsidiaries for the fiscal year ended December 31, 2006,
      certified by its chief financial officer. Such financial statements present
      fairly, in all material respects, in accordance with GAAP, the financial
      condition and results of operations of the Borrower and its Subsidiaries on
      a
      consolidated basis as of such date and for such period; such balance sheets
      and
      the notes thereto disclose all liabilities, direct or contingent, of the
      Borrower and its Subsidiaries as of the date thereof required to be disclosed
      by
      GAAP and such financial statements were prepared in a manner consistent with
      GAAP in all material respects.

     

    (b)  Since
      January 29, 2007, there has been no Material Adverse Change.

     

    
      
         

      

      
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    SECTION
      3.06.  Ownership.
       As of the Closing Date, other than as set forth on Schedule 3.06,
      (a)
      each of the Persons listed on Schedule 3.06
      is a
      wholly-owned, direct or indirect Subsidiary of the Borrower, and (b) the
      Borrower owns no other Subsidiaries, whether directly or
      indirectly.

     

    SECTION
      3.07.  Liens.
       Except for the Liens existing on the Closing Date as reflected on Schedule
      3.07,
      there
      are no Liens of any nature whatsoever on any assets of the Borrower or any
      of
      the Guarantors other than Liens permitted pursuant to Section
      6.01
      (including any waiver or amendment thereto subsequent to the Closing Date).
      

     

    SECTION
      3.08.  Use
      of
      Proceeds.
       The proceeds of the Loans shall be used to repay amounts outstanding under
      the Existing DIP Facilities, to pay certain accrued administrative expenses,
      and
      for the payment of fees and transaction costs as contemplated hereby and as
      referred to in Section
      2.17.

     

    SECTION
      3.09.  Litigation
      and Environmental Matters.
       Other than as set forth on Schedule 3.09:

     

    (a)  There
      are
      no actions, suits, proceedings or investigations pending or, to the knowledge
      of
      the Borrower or the Guarantors, threatened against or affecting the Borrower
      or
      the Guarantors or any of their respective properties, before any court or
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, (i) that would reasonably be expected to have a Material
      Adverse Effect or (ii) that purport to, or could reasonably be expected to,
      affect the legality, validity, binding effect or enforceability of the Loan
      Documents or, in any material respect, the rights and remedies of the
      Administrative Agent, the Collateral Agent or the Lenders thereunder or in
      connection with the Transactions. 

     

    (b)  Except
      with respect to any matters that, individually or in the aggregate, would not
      reasonably be expected to result in a Material Adverse Effect, (i) the Borrower
      and each Guarantor is currently in compliance with all, and has not violated
      any, Environmental Laws and/or requirements of any Airport Authority with
      respect to environmental matters and maintains and complies with all, and has
      not violated any, Environmental Permits and (ii) none of the Borrower or the
      Guarantors has (x) become subject to any Environmental Liability, or (y)
      received written or, to the knowledge of the Borrower or the Guarantors, verbal
      notice of any pending or, to the knowledge of the Borrower or the Guarantors,
      threatened claim with respect to any Environmental Liability, and there is
      no
      reasonable basis for any Environmental Liability.

     

    SECTION
      3.10.  FAA
      Slot Utilization.
       Except for matters which could not reasonably be expected to have a
      Material Adverse Effect, the Borrower and the Guarantors, as applicable, are
      utilizing, or causing to be utilized, their respective FAA Slots in a manner
      consistent with applicable rules, regulations, laws and contracts in order
      to
      preserve both their respective right to hold and operate the FAA Slots, taking
      into account any waivers or other relief granted to the Borrower and any
      Guarantor by the FAA, other applicable U.S. Governmental Authority or U.S.
      Airport Authority. Except as otherwise disclosed in the Borrower’s most recent
      Form 10-K, neither the Borrower nor any Guarantor has received any written
      notice from the FAA, other applicable U.S. Governmental Authority or U.S.
      Airport Authority, or are aware of any other event or circumstance, that would
      be reasonably likely to impair in any material respect their respective right
      to
      hold and operate any FAA Slot, except that which would not reasonably be
      expected to have a Material Adverse Effect. 

     

    
      
         

      

      
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    SECTION
      3.11.  Primary
      Foreign Slot Utilization.
       The Borrower and the Guarantors, as applicable, are utilizing, or causing
      to be utilized, their respective Primary Foreign Slots in a manner consistent
      with applicable regulations, foreign laws and contracts in order to preserve
      their respective right to hold and operate the Primary Foreign Slots. Except
      as
      otherwise disclosed in the Borrower’s most recent Form 10-K, neither the
      Borrower nor any Guarantor, as applicable, has received any written notice
      from
      any applicable Foreign Aviation Authorities, or is aware of any other event
      or
      circumstance that would be reasonably likely to impair in any material respect
      their respective right to hold and operate any such Primary Foreign
      Slot,
      except
      that which would not reasonably be expected to have a Material Adverse
      Effect.

     

    SECTION
      3.12.  Primary
      Route Utilization.
       The Borrower and the Guarantors, as applicable, hold the requisite
      authority to operate each of their respective Primary Routes pursuant to Title
      49, applicable foreign law, and the applicable rules and regulations of the
      FAA,
      DOT and any applicable Foreign Aviation Authorities, and have, at all times
      after being awarded each such Primary Route, complied in all material respects
      with all of the terms, conditions and limitations of each such certificate
      or
      order issued by the DOT and the applicable Foreign Aviation Authorities
      regarding such Primary Route and with all applicable provisions of Title 49,
      applicable foreign law, and the applicable rules and regulations of the FAA,
      DOT
      and any Foreign Aviation Authorities regarding such Primary Route. There exists
      no failure of the Borrower and any applicable Guarantor to comply with such
      terms, conditions or limitations that gives the FAA, DOT or any applicable
      Foreign Aviation Authorities the right to terminate, cancel, suspend, withdraw
      or modify in any materially adverse respect the rights of the Borrower and
      the
      Guarantors, as applicable, in any such Primary Route,
      except
      to the extent that such failure could not reasonably be expected to have a
      Material Adverse Effect.

     

    SECTION
      3.13.  Margin
      Regulations; Investment Company Act.

     

    (a)  Neither
      the Borrower nor any Guarantor is engaged, nor will it engage, principally
      or as
      one of its important activities, in the business of purchasing or carrying
      margin stock (within the meaning of Regulation U issued by the Board,
“Margin
      Stock”),
      or
      extending credit for the purpose of purchasing or carrying Margin Stock and
      no
      proceeds of any Loans will be used to purchase or carry any Margin Stock or
      to
      extend credit to others for the purpose of purchasing or carrying any Margin
      Stock in violation of Regulation U.

     

    (b)  Neither
      the Borrower nor any Guarantor is, or after the making of the Loans will be,
      or
      is required to be registered as an “investment company” under the Investment
      Company Act of 1940, as amended. Neither the making of any Loan, nor the
      application of the proceeds or repayment thereof by the Borrower, nor the
      consummation of the other transactions contemplated by the Loan Documents,
      will
      violate any provision of such Act or any rule, regulation or order of the SEC
      thereunder.

     

    SECTION
      3.14.  ERISA.
       Except as set forth on Schedule 3.14
      and
      other than in connection with the bankruptcy proceedings of the Borrower and
      certain of the direct and indirect subsidiaries of the Borrower in the
      Bankruptcy Court, no Termination Event has occurred or is reasonably expected
      to
      occur. Except to the extent the same could not reasonably be expected to have
      a
      Material Adverse Effect and except as otherwise disclosed in the Borrower’s most
      recent Form 10-K (including the Notes to the financial statements contained
      therein), the present value of all accumulated benefit obligations under each
      Plan (based on the assumptions used for purposes of Statement of Financial
      Accounting Standards No. 87) did not, as of the date of the most recent
      financial statements reflecting such amounts, exceed the fair market value
      of
      the assets of such Plan, and the present value of all accumulated benefit
      obligations of all underfunded Plans (based on the assumptions used for purposes
      of Statement of Financial Accounting Standards No. 87) did not, as of the
      date of the most recent financial statements reflecting such amounts, exceed
      the
      fair market value of the assets of all such underfunded Plans.
      As of
      the date hereof, neither the Borrower nor any of its ERISA Affiliates
      contributes to or is obligated to contribute to any Multiemployer Plan subject
      to Title IV of ERISA.

     

    
      
         

      

      
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    SECTION
      3.15.  Properties. 

     

    (a)  The
      Borrower and the Guarantors have good title to (and with respect to Real
      Property Assets, good and marketable title to) each of the properties and assets
      reflected on the financial statements referred to in Section
      3.05
      hereof,
      including, without limitation, the Real Property Assets (other than such
      properties or assets disposed of in the ordinary course of business since the
      date of such financial statements or as permitted hereunder). As of the Closing
      Date, Schedule 3.15(a)
      is a
      true and complete description of (i) each parcel of real property owned by
      the
      Borrower or any Guarantor and (ii) the entity who owns such real
      property.

     

    (b)  Except
      as
      could not reasonably be expected, individually or in the aggregate, to result
      in
      a Material Adverse Effect, (i) each of the Borrower and the Guarantors owns,
      or
      is licensed to use, all trademarks, trade names, copyrights, patents and other
      intellectual property material to its business and (ii) the use thereof by
      such
      Borrower or Guarantor, to the Borrower’s or such Guarantor’s knowledge, does not
      infringe upon the rights of any other Person.

     

    (c)  As
      of the
      Closing Date, neither the Borrower nor any Guarantor has received any written
      notice of a pending or contemplated condemnation proceeding affecting any Real
      Property Asset having a fair market value in excess of $5,000,000.

     

    SECTION
      3.16.  Perfected
      Security Interests.
       The Collateral Documents, taken as a whole, are effective to create in
      favor of the Collateral Agent, for the benefit of the Second Priority Secured
      Parties, a legal, valid and enforceable security interest in all of the
      Collateral subject as to enforceability to applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws affecting creditors’ rights generally
      and subject to general principles of equity, regardless of whether considered
      in
      a proceeding in equity or at law. At such time as (a) financing statements
      in
      appropriate form are filed in the appropriate offices (and the appropriate
      fees
      are paid), (b) the Second Lien Aircraft Mortgage (including, without limitation,
      any Mortgage Supplement) is filed for recordation with the FAA (and the
      appropriate fees are paid) and registrations with respect to the International
      Interests in the Mortgaged Collateral constituted by the Second Lien Aircraft
      Mortgage are duly made in the International Registry, (c) with respect to
      identified intellectual property registered in the United States, the Second
      Lien Trademark Security Agreement and the Second Lien Patent Security Agreement
      are filed in the appropriate divisions of the United States Patent and Trademark
      Office (and the appropriate fees are paid) and the Second Lien Copyright
      Security Agreement is filed in the United States Copyright Office (and the
      appropriate fees are paid), (d) the Second
      Lien
      Real
      Estate Mortgages are filed in the appropriate recording office (and the
      appropriate fees are paid), (e) execution of the Control Agreements and (f)
      delivery of pledged securities under the Second Lien Pledge Agreement (together
      with appropriate stock powers) to the Administrative Agent or the First Lien
      Administrative Agent, the Collateral Agent, for the benefit of the Second
      Priority Secured Parties, shall have a second priority perfected security
      interest and/or mortgage (or comparable Lien) in all of the Collateral to the
      extent that the Liens on such Collateral may be perfected upon the filings
      or
      upon the taking of the actions described in clauses (a) through (f) above,
      subject in each case only to Liens permitted by Section
      6.01
      (or, in
      the case of the Real Property Assets, subject only to the Permitted Liens and
      other Liens specified in the applicable Second
      Lien
      Real
      Estate Mortgage). 

     

    
      
         

      

      
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    SECTION
      3.17.  Payment
      of Taxes.
       Except as set forth on Schedule 3.17
      (and
      except as otherwise specifically permitted by the Plan of Reorganization and
      the
      Bankruptcy Court), each of the Borrower and the Guarantors has timely filed
      or
      caused to be filed all Tax returns and reports required to have been filed
      and
      has paid or caused to be paid when due all Taxes required to have been paid
      by
      it, except and solely to the extent that, in each case (a) such Taxes are
      being contested in good faith by appropriate proceedings and the Borrower or
      such Guarantor, as applicable, has set aside on its books adequate reserves
      therefor or (b)  the failure to do so could not reasonably be expected to
      result in a Material Adverse Effect.

     

    SECTION
      3.18.  Section
      1110.
       The Aircraft, Engines and Spare Engines listed on Schedule 3.18
      represent each of the Aircraft, Engine and Spare Engine constituting Mortgaged
      Collateral as of the Closing Date that were first placed in service prior to
      October 22, 1994.

     

    SECTION
      4.

     

    CONDITIONS
      OF LENDING

     

    SECTION
      4.01.  Conditions
      Precedent to Initial Loans.
       The obligation of the Lenders to make the initial Loans is subject to the
      satisfaction (or waiver in accordance with Section
      10.08)
      of the
      following conditions precedent:

     

    (a)  Supporting
      Documents.
      The
      Administrative Agent shall have received for each of the Borrower and the
      Guarantors:

     

    (i)  a
      copy of
      such entity’s certificate of incorporation or formation, as amended, certified
      as of a recent date by the Secretary of State of the state of its incorporation
      or formation;

     

    
      
         

      

      
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    (ii)  a
      certificate of the Secretary of State of the state of such entity’s
      incorporation or formation, dated as of a recent date, as to the good standing
      of that entity (to the extent available in the applicable jurisdiction) and
      as
      to the charter documents on file in the office of such Secretary of State;
      

     

    (iii)  a
      certificate of the Secretary or an Assistant Secretary of such entity dated
      the
      date of the initial Loans hereunder and certifying (A) that attached thereto
      is
      a true and complete copy of the by-laws or limited liability company agreement
      of that entity as in effect on the date of such certification, (B) that attached
      thereto is a true and complete copy of resolutions adopted by the board of
      directors, board of managers or members of that entity authorizing the
      Borrowings hereunder, the execution, delivery and performance in accordance
      with
      their respective terms of this Agreement, the Loan Documents and any other
      documents required or contemplated hereunder or thereunder and the granting
      of
      the Liens contemplated hereby or the other Loan Documents, (C) that the
      certificate of incorporation or formation of that entity has not been amended
      since the date of the last amendment thereto indicated on the certificate of
      the
      Secretary of State furnished pursuant to clause (i) above, and (D) as to the
      incumbency and specimen signature of each officer of that entity executing
      this
      Agreement and the Loan Documents or any other document delivered by it in
      connection herewith or therewith (such certificate to contain a certification
      by
      another officer of that entity as to the incumbency and signature of the officer
      signing the certificate referred to in this clause (iii)); and

     

    (iv)  an
      Officer’s Certificate from the Borrower certifying (A) as to the truth in all
      material respects of the representations and warranties contained in the Loan
      Documents as though made on and as of the date of the initial Loans, except
      to
      the extent that any such representation or warranty relates to a specified
      date,
      in which case such representation or warranty shall be or was true and correct
      in all material respects as of such date after giving effect to the Consummation
      of the Plan of Reorganization and to the Transactions and (B) the absence of
      any
      event occurring and continuing, or resulting from the initial extensions of
      credit on the Closing Date that constitutes an Event of Default or event which,
      with giving of notice or passage of time or both, would be an Event of
      Default.

     

    (b)  Credit
      Agreement. 
      Each party hereto shall have duly executed and delivered to the Administrative
      Agent this Agreement.

     

    (c)  Security
      Agreement, Pledge Agreement and Perfection Certificate. 
      The Borrower and each of the Guarantors shall have duly executed and delivered
      to the Collateral Agent or the First Lien Collateral Agent, as applicable,
      a
      Second Lien Security Agreement in substantially the form of Exhibit B (the
      “Second
      Lien Security Agreement”)
      and a
      Second Lien Pledge Agreement in substantially the form of Exhibit C (the
“Second
      Lien Pledge
      Agreement”),
      together with (i) any pledged Collateral (together with undated stock powers
      or
      note powers, as applicable, executed in blank) required to be delivered
      thereunder, (ii) all documents, certificates, forms and filing fees that the
      Collateral Agent may deem necessary to perfect and protect the Liens and
      security interests created under the Second Lien Security Agreement and Second
      Lien Pledge Agreement, including, without limitation, financing statements
      in
      form and substance reasonably acceptable to the Collateral Agent, as may be
      required to grant, continue and maintain an enforceable security interest in
      the
      Collateral (subject to the terms hereof and of the other Loan Documents) in
      accordance with the Uniform Commercial Code as enacted in all relevant
      jurisdictions and (iii) the perfection certificate attached as an exhibit
      to the Second Lien Security Agreement

     

    
      
         

      

      
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    (d)  SGR
      Security Agreement.
      Each of
      the Borrower and Comair shall have duly executed and delivered to the Collateral
      Agent or First Lien Collateral Agent, as applicable, a slot, gate and route
      security and pledge agreement, in substantially the form of Exhibit D (the
      “Second
      Lien SGR Security Agreement”),
      together with (i) in respect of each of the FAA Slots, undated slot transfer
      documents, executed in blank to be held in escrow by the Collateral Agent or
      First Lien Collateral Agent, as applicable, and (ii) all financing statements
      in
      form and substance reasonably acceptable to the Collateral Agent, as may be
      required to grant, continue and maintain an enforceable security interest in
      the
      applicable Collateral (subject to the terms hereof and of the other Loan
      Documents) in accordance with the Uniform Commercial Code as enacted in all
      relevant jurisdictions

     

    (e)  Aircraft
      Mortgage.
      Each of
      the Borrower and Comair shall have duly executed and delivered to the Collateral
      Agent an aircraft mortgage, in substantially the form of Exhibit E (the
“Second
      Lien Aircraft Mortgage”),
      and a
      Mortgage Supplement with respect to the Mortgaged Collateral in substantially
      the form annexed to the Second Lien Aircraft Mortgage, together with (i)
      evidence of the filing for recordation with the FAA of the Second Lien Aircraft
      Mortgage and the Mortgage Supplement (together with any other necessary
      documents, instruments, affidavits or certificates) as the Collateral Agent
      may
      deem reasonably necessary to perfect and protect the Liens created thereby,
      including, without limitation, recordings and filings with the FAA, and all
      filings and recording fees and taxes in respect thereof shall have been duly
      paid, (ii) copies of the Entry Point Filing Forms, and (iii) evidence that
      all
      other action that the Collateral Agent may deem reasonably necessary to perfect
      and protect the Liens and security interests created under the Second Lien
      Aircraft Mortgage and the Mortgage Supplement has been taken. The parties hereto
      acknowledge and agree that any Lien described in this Agreement on the Mortgaged
      Collateral is a Lien in favor of the Collateral Agent for the ratable benefit
      of
      the Second Priority Secured Parties.

     

    (f)  Intellectual
      Property Security Agreements.
      The
      Borrower and each applicable Guarantor shall have duly executed and delivered
      to
      the Collateral Agent a (i) Second
      Lien
      Patent
      Security Agreement in substantially the form of Exhibit F-2 (the “Second
      Lien
      Patent Security Agreement”)
      and
      (ii) Second
      Lien
      Copyright Security Agreement, in substantially the form of Exhibit F-3 (the
      “Second
      Lien
      Copyright Security Agreement”
),
      together with all documents, certificates, forms and filing fees that the
      Collateral Agent may deem reasonably necessary to perfect and protect the Liens
      and security interests created in the identified intellectual property in the
      Second
      Lien
      Patent
      Security Agreement and the Second
      Lien
      Copyright Security Agreement.

     

    (g)  Real
      Estate Mortgages. The
      Borrower or the applicable Guarantor (as the case may be) shall have duly
      executed and delivered to the Collateral Agent the Second
      Lien
      Real
      Estate Mortgages, together with (i) evidence that Second
      Lien
      Real
      Estate Mortgages shall be recorded in all places to the extent that the
      Collateral Agent may deem reasonably necessary to perfect and protect the Liens
      created thereby, including, without limitation, recordings and filings with
      the
      appropriate agencies, and all filings and recording fees and taxes in respect
      thereof shall have been duly paid and (ii) evidence that all other action that
      the Collateral Agent may deem reasonably necessary to perfect and protect the
      Liens and security interests created under the Second
      Lien
      Real
      Estate Mortgages has been taken.

     

    
      
         

      

      
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    (h)  Appraisals
      and Field Audits.
      The
      Administrative Agent shall have received, in form and substance reasonably
      satisfactory to it, (i) appraisals from (1) the Appraisers in respect of the
      Appraised Collateral (other than the Real Property Assets) and (2) the Real
      Estate Appraiser in respect of the Real Property Assets and (ii) a Field Audit
      in respect of the Eligible Accounts Receivable.

     

    (i)  Opinions
      of Counsel.
      The
      Administrative Agent, the Lenders and the Collateral Agent shall have
      received:

     

    (i)  a
      written
      opinion of Leslie P. Klemperer, Vice President and Deputy General Counsel for
      the Borrower;

     

    (ii)  a
      written
      opinion of Davis Polk & Wardwell, counsel to the Borrower and the
      Guarantors, dated the date of the initial Loans, substantially in the form
      of
      Exhibit G-1; 

     

    (iii)  
      a
      written opinion of each of (A) Kilpatrick Stockton LLP, (B) Keating Muething
      & Klekamp PLL, (C) Akerman Senterfitt and (D) Morris, Nichols, Arsht &
Tunnell LLP, each a special local counsel to the Borrower and the Guarantors,
      each dated the date of the initial Loans, substantially in the form of Exhibits
      G-2, G-3, G-4 and G-5, respectively;

     

    (iv)  a
      written
      opinion of Daugherty, Fowler, Peregrin, Haught & Jenson, special FAA
      counsel, substantially in the form of Exhibit G-6; and

     

    (v)  a
      written
      opinion with respect to each Second
      Lien
      Real
      Estate Mortgage reasonably satisfactory to the Administrative Agent of such
      other local real estate counsel as the Administrative Agent may reasonably
      request.

     

    (j)  Payment
      of Fees and Expenses.
      The
      Borrower shall have paid to the Administrative Agent the then unpaid balance
      of
      all accrued and unpaid Fees due, owing and payable under and pursuant to this
      Agreement, as referred to in Section
      2.17
      and as
      heretofore agreed upon by the Borrower and the Administrative Agent, and all
      reasonable fees and reasonable out-of-pocket expenses of the Administrative
      Agent, the Lead Arrangers, the Joint Bookrunners and the Collateral Agent
      (including the reasonable fees and reasonable out-of-pocket expenses of counsel
      to the Administrative Agent) as to which invoices have been issued and
      presented.

     

    (k)  Lien
      Searches; International Registry Searches.
      The
      Administrative Agent shall have received UCC searches conducted in the
      jurisdictions in which the Borrower and the Guarantors are incorporated or
      such
      other jurisdictions as the Administrative Agent may reasonably require and
      Lien
      searches conducted in the recording office of the Federal Aviation
      Administration and, with respect to the applicable Mortgaged Collateral,
“priority search certificates” (as defined in the Regulations and Procedures for
      the International Registry), all as may be reasonably satisfactory to the
      Administrative Agent (dated as of a date reasonably satisfactory to the
      Administrative Agent), reflecting the absence of Liens and encumbrances on
      the
      assets of the Borrower and the Guarantors other than Liens permitted hereunder
      and as may be reasonably satisfactory to the Administrative Agent and the
      absence of registrations on the International Registry with respect to the
      applicable Mortgaged Collateral other than the registrations contemplated
      herein, and (in the case of the searches conducted at the recording office
      of
      the FAA) indicating that the Borrower (or a Guarantor) is the registered owner
      of each of the aircraft which is intended to be covered by the Second Lien
      Aircraft Mortgage.

     

    
      
         

      

      
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    (l)  Insurance.
      (i) The
      Collateral Agent shall have received certificates of insurance with respect
      to
      insurance maintained by the Borrower or any Guarantor, as the case may be,
      which
      certificates evidence compliance by the Borrower and the Guarantors with the
      insurance requirements set forth herein and in the Collateral Documents as
      of
      the Closing Date and contain signatures of duly authorized representatives
      of
      AON Risk Services or such other insurance broker as may be reasonably acceptable
      to the Collateral Agent.

     

    (ii) The
      Collateral Agent shall have been named as loss payees and/or additional insured,
      as applicable, with respect to the Collateral on such policies of insurance
      of
      the Borrower and the Guarantors as the Collateral Agent may have reasonably
      requested (or as otherwise specified in the Collateral Documents).

     

    (m)  Title/Survey.
      The
      Collateral Agent shall have received title insurance policies with respect
      to
      each Real Property Asset from Lawyers Title Insurance Company or another title
      company reasonably acceptable to the Collateral Agent and real property surveys
      with respect to the Real Property Assets, all in form and substance reasonably
      satisfactory to the Collateral Agent.

     

    (n)  Order;
      Plan of Reorganization.
      (i) The
      Confirmation Order shall have been entered in accordance with the Bankruptcy
      Code, the Federal Rules of Bankruptcy Procedure, any applicable orders of the
      Bankruptcy Court and any applicable local rules and the provisions relating
      to
      the Facilities contained therein shall be reasonably satisfactory to the
      Administrative Agent, (ii) the Confirmation Order shall be in full force and
      effect, shall not, without the consent of the Agents (such consent not to be
      unreasonably withheld, conditioned or delayed), have been reversed or modified
      or be subject to stay or a motion to stay, (iii) all conditions to the
      effectiveness of the Plan of Reorganization shall have been satisfied or waived
      (the waiver thereof (other than the waiver of the condition that the
      Confirmation Order shall have become a Final Order), if materially adverse
      to
      the Lenders, having been approved by the Administrative Agent (which approval
      shall not be unreasonably withheld, conditioned or delayed)) and the
      Consummation of the Plan of Reorganization shall occur on the Closing Date
      contemporaneously with the making of the initial Loans hereunder, and (iv)
      the
      pro forma capital and ownership structure shall be substantially as described
      in
      the Joint Plan of Reorganization of the Borrower and its domestic Subsidiaries
      filed with the Bankruptcy Court on April 25, 2007 and such plan shall not have
      been amended in any manner materially adverse to the Lenders without the consent
      of the Administrative Agent (which consent shall not be unreasonably withheld,
      conditioned or delayed).

     

    
      
         

      

      
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    (o)    Repayment
      of Existing DIP Facility.
      Upon
      Consummation of the Plan of Reorganization and the making of the initial Loans,
      the Existing DIP Facilities shall have been repaid in full (or, in the case
      of
      any Existing DIP Facility Letter of Credit, cash-collateralized or guaranteed
      by
      a back-to-back letter of credit) and all action necessary to release all
      collateral pledged to secure the Loans shall have been taken, in form and
      substance reasonably satisfactory to the Administrative Agent. Substantially
      all
      other existing Indebtedness of the Borrower and its Subsidiaries, other than
      any
      Indebtedness otherwise permitted hereunder, shall have been repaid, restructured
      or reinstated as expressly contemplated by the Plan of Reorganization.


     

    (p)    Consents.
      All
      material governmental and third party consents and approvals necessary in
      connection with the financing contemplated hereby shall have been obtained,
      in
      form and substance reasonably satisfactory to the Administrative Agent, and
      be
      in full force and effect. 

     

    (q)    Financial
      Statements.
      The
      Lenders shall have received (i) audited consolidated financial statements of
      the
      Borrower for the three most recent fiscal years ended prior to the Closing
      Date,
      (ii) unaudited interim consolidated financial statements of the Borrower for
      each quarterly period ended subsequent to the date of the latest financial
      statements delivered pursuant to clause (i) of this Section
      4.01(q)
      and 60
      days or more prior to the Closing Date, (iii) a pro forma
      consolidated balance sheet of the Borrower as of the date of the most recent
      consolidated balance sheet delivered pursuant to the preceding clauses (i)
      or
      (ii), giving effect to the consummation of the Plan of Reorganization and the
      financings contemplated hereby and thereby, and (iv) a business plan of the
      Borrower including quarterly projections through December 31, 2007 and annual
      projections through December 31, 2010. Documents required to be delivered
      pursuant to clauses (i) and (ii) hereof which are made available via EDGAR,
      or
      any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K or
      Quarterly Report on Form 10-Q, shall be deemed delivered to the Lenders on
      the
      date such documents are made so available; provided
      that,
      upon request, the Borrower shall deliver paper copies of such documents to
      the
      Administrative Agent.

     

    (r)    No
      Illegality.
      No law
      or regulation shall be applicable in the reasonable judgment of the
      Administrative Agent or the Lenders that restrains, prevents or imposes
      materially adverse conditions upon the Transactions.

     

    (s)    Representations
      and Warranties.
      All
      representations and warranties set forth in Section
      3
      hereof
      shall be true and correct in all material respects on and as of the Closing
      Date, after giving effect to the Consummation of the Plan of Reorganization
      and
      to the Transactions, as though made on and as of such date (except to the extent
      any such representation or warranty by its terms is made as of a different
      specified date, in which event such representation or warranty shall be true
      and
      correct in all material respects as of such specified date). 

     

    (t)    No
      Event of Default.
      After
      giving effect to the Consummation of the Plan of Reorganization and the
      Transactions, no Event of Default or event which, with the giving of notice
      or
      passage of time or both, would be an Event of Default shall have occurred and
      be
      continuing on the Closing Date. 

     

    
      
         

      

      
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    (u)    Intercreditor
      Agreement.
      The
      Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, and
      the First Lien Collateral Agent shall have executed the Intercreditor Agreement.
      

     

    (v)    Eligible
      Collateral.
      At the
      time the Lenders make the initial Loans, and after giving effect thereto, the
      Appraised Value of the Eligible Collateral shall not be less than 125% of the
      Total Obligations outstanding on the Closing Date.

     

    (w)    Restructuring
      Aircraft Certificate.
      The
      Borrower shall have delivered an Officer’s Certificate certifying that there
      have been no material adverse developments or changes in the status of the
      Qualified Restructuring Indebtedness from the information previously disclosed
      to the Administrative Agent.

     

    (x)    Eligible
      Accounts Receivable Certificate.
      The
      Borrower shall have delivered an Officer’s Certificate, substantially in the
      form of Exhibit K, setting forth the amount of the Eligible Accounts Receivable
      as of the Closing Date, together with all supporting documents with respect
      to
      such Eligible Accounts Receivable as the Administrative Agent may reasonably
      request.

     

    (y)    Corporate
      Ratings.
      The
      Borrower shall have obtained a corporate credit rating from S&P and a
      corporate family rating from Moody’s. 

     

    (z)    No
      Material Adverse Effect.
      Since
      January 29, 2007, no Material Adverse Effect shall have occurred.

     

    (aa)    First
      Lien Credit Agreement.
      The
      First Lien Credit Agreement shall have become effective in accordance with
      its
      terms and the Borrower shall have received $600,000,000 in gross proceeds from
      the borrowing of First Lien Loans thereunder.

     

    (bb)    Other
      Documentation and Information.
      The
      Administrative Agent shall have received (i) such documents and certificates
      as
      the Administrative Agent or its counsel may reasonably request relating to
      the
      organization, existence and good standing of the Borrower and each Guarantor
      and
      the authorization of the Transactions and (ii) a fully executed copy of the
      First Lien Credit Agreement.

     

    (cc)    Notice.
      The
      Administrative Agent shall have received a Borrowing Request pursuant to
Section
      2.02
      with
      respect to the borrowing of the Loans.

     

    


    SECTION
      5.

     

    AFFIRMATIVE
      COVENANTS

     

    From
      the
      date hereof and for so long as the Second Lien Term Loan Commitments remain
      in
      effect or any Loan or other amount is owing to any Lender or the Administrative
      Agent hereunder (other than contingent indemnification obligations not due
      and
      payable), the Borrower and each of the Guarantors agree to:

     

    SECTION
      5.01.  Financial
      Statements, Reports, etc.  Deliver
      to the Administrative Agent on behalf of the Lenders:

     

    (a)  Within
      90
      days after the end of each fiscal year, the Borrower’s consolidated balance
      sheet and related statement of income and cash flows, showing the financial
      condition of the Borrower and its Subsidiaries on a consolidated basis as of
      the
      close of such fiscal year and the results of their respective operations during
      such year, the consolidated statement of the Borrower to be audited for the
      Borrower by Ernst & Young LLP or other independent public accountants of
      recognized national standing and accompanied by an opinion of such accountants
      (without a “going concern” or like qualification or exception and without any
      qualification or exception (other than with respect to the 2005 audit and the
      2006 audit) as to the scope of such audit) and to be certified by a Responsible
      Officer of the Borrower to the effect that such consolidated financial
      statements fairly present in all material respects the financial condition
      and
      results of operations of the Borrower and
      its
      Subsidiaries on a consolidated basis in accordance with GAAP. Documents required
      to be delivered pursuant to this clause (a) which are made available via EDGAR,
      or any successor system of the SEC, in the Borrower’s Annual Report on Form
      10-K, shall be deemed delivered to the Lenders on the date such documents are
      made so available; provided
      that,
      upon request, the Borrower shall deliver paper copies of such documents to
      the
      Administrative Agent;

     

    (b)  Within
      45
      days after the end of each of the first three fiscal quarters of each fiscal
      year, the Borrower’s consolidated balance sheets and related statements of
      income and cash flows, showing the financial condition of the Borrower and
      its
      Subsidiaries on a consolidated basis as of the close of such fiscal quarter
      and
      the results of their operations during such fiscal quarter and the then elapsed
      portion of the fiscal year, each certified by a Responsible Officer of the
      Borrower as fairly presenting in all material respects the financial condition
      and results of operations of the Borrower and its Subsidiaries on a consolidated
      basis in accordance with GAAP, subject to normal year-end audit adjustments
      and
      the absence of footnotes. Documents required to be delivered pursuant to this
      clause (b) which are made available via EDGAR, or any successor system of the
      SEC, in the Borrower’s Quarterly Report on Form 10-Q, shall be deemed delivered
      to the Lenders on the date such documents are made so available; provided
      that,
      upon request, the Borrower shall deliver paper copies of such documents to
      the
      Administrative Agent;

     

    (c)  (i)
      concurrently with any delivery of financial statements under (a) and (b) above,
      a certificate of a Responsible Officer of the Borrower (A) certifying that
      no
      Event of Default or event which upon notice or lapse of time or both would
      constitute an Event of Default has occurred, or, if such an Event of Default
      or
      event has occurred, specifying the nature and extent thereof and any corrective
      action taken or proposed to be taken with respect thereto, (B) setting forth
      computations in reasonable detail satisfactory to the Administrative Agent
      demonstrating compliance with the provisions of Sections 6.04,
      6.05
      and
6.06
      and (C)
      stating whether any change in GAAP or in the application thereof has occurred
      since the date of the audited financial statements referred to in Section
      3.05
      and, if
      any such change has occurred, specifying the effect of such change on the
      financial statements accompanying such certificate; and (ii) concurrently with
      any delivery of financial statements under (a) above, a certificate (which
      certificate may be limited to accounting matters and disclaim responsibility
      for
      legal interpretations) of the accountants auditing the consolidated financial
      statements delivered under (a) above certifying that, in the course of the
      regular audit of the business of the Borrower and its Subsidiaries, such
      accountants have obtained no knowledge that an Event of Default pursuant to
      Section
      7.01(c)
      due to
      any failure to comply with Section 6.04
      or
6.05
      has
      occurred and is continuing or if, in the opinion of such accountants, such
      an
      Event of Default has occurred and is continuing, specifying the nature thereof
      and all relevant facts with respect thereto;

     

    
      
         

      

      
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    (d)  promptly
      after the same become publicly available, copies of all registration statements
      and all periodic and other reports, proxy statements and other materials filed
      by it with the SEC, or any governmental authority succeeding to any of or all
      the functions of said commission, or with any national securities exchange,
      as
      the case may be. Documents
      required to be delivered pursuant to this clause (d) which are made available
      via EDGAR, or any successor system of the SEC, shall be deemed delivered when
      made so available; provided
      that,
      upon request, the Borrower shall deliver paper copies of such documents to
      the
      Administrative Agent;

     

    (e)  Within
      ninety (90) days from the last Business Day of the immediately preceding fiscal
      year, a detailed consolidated budget for the following 12-month period
      (including projected statements of operations and cash flow for such
      period);

     

    (f)  as
      soon
      as available and in any event within fifteen (15) Business Days after the
      Borrower or any of its ERISA Affiliates knows or has reason to know that any
      Termination Event has occurred, a statement of a Responsible Officer of the
      Borrower describing the full details of such Termination Event and the action,
      if any, which the Borrower or such ERISA Affiliate is required or proposes
      to
      take with respect thereto, together with any notices required or proposed to
      be
      given to or filed with or by the Borrower, the ERISA Affiliate, the PBGC, a
      Plan
      participant or the Plan administrator with respect thereto;

     

    (g)  promptly
      and in any event within fifteen (15) Business Days after receipt thereof by
      the
      Borrower or any of its ERISA Affiliates from the PBGC copies of each notice
      received by the Borrower or any such ERISA Affiliate of the PBGC’s intention to
      terminate any Single Employer Plan of the Borrower or such ERISA Affiliate
      or to
      have a trustee appointed to administer any such Plan;

     

    (h)  if
      requested by the Administrative Agent, promptly and in any event within thirty
      (30) days after the filing thereof with the Internal Revenue Service, copies
      of
      each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
      with respect to each Plan of the Borrower or any of its ERISA
      Affiliates;

     

    (i)  within
      fifteen (15) Business Days after notice is given or required to be given to
      the
      PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or
      any
      of its ERISA Affiliates to make timely payments to a Plan, a copy of any such
      notice filed and a statement of a Responsible Officer of the Borrower setting
      forth (i) sufficient information necessary to determine the amount of the lien
      under Section 302(f)(3) of ERISA, (ii) the reason for the failure to make the
      required payments and (iii) the action, if any, which the Borrower or any of
      its
      ERISA Affiliates proposed to take with respect thereto;

     

    
      
         

      

      
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    (j)  promptly
      and in any event within fifteen (15) Business Days after receipt thereof by
      the
      Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of
      each notice received by the Borrower or any ERISA Affiliate concerning (i)
      the
      imposition of Withdrawal Liability by a Multiemployer Plan, (ii) the
      determination that a Multiemployer Plan is, or is expected to be, in
      reorganization within the meaning of Title IV of ERISA, (iii) the termination
      of
      a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount
      of liability incurred, or which may be incurred, by the Borrower or any ERISA
      Affiliate in connection with any event described in clause (i), (ii) or (iii)
      above;

     

    (k)  promptly
      after a Responsible Officer obtains knowledge of (i) the filing or commencement
      of any action, suit or proceeding by or before any arbitrator or Governmental
      Authority against or affecting the Borrower or any Subsidiary that could
      reasonably be expected to result in a Material Adverse Effect; or (ii) the
      receipt of any environmental audits and reports, whether prepared by personnel
      of the Borrower or any Guarantor or by independent consultants, which relate
      to
      an Environmental Liability which could be expected to have a Material Adverse
      Effect, notification thereof (together with, in the case of clause (ii) above,
      copies of such audits and reports), each such notice to be accompanied by a
      statement of a Responsible Officer of the Borrower setting forth the details
      of
      the event or development requiring such notice and any action taken or proposed
      to be taken with respect thereto;

     

    (l)  promptly,
      from time to time, such other information regarding the operations, business
      affairs and financial condition of the Borrower or any Guarantor as the
      Administrative Agent, at the request of any Lender, may reasonably
      request;

     

    (m)  within
      (i) twenty (20) Business Days following the end of each calendar month, a
      certificate of a Responsible Officer of the Borrower or, if applicable, a
      Guarantor, (x) stating that at all times since the last certificate delivered
      under this Section
      5.01(m)
      (or, in
      the case of the first certificate to be delivered after the Closing Date, at
      all
      times since the Closing Date) the Borrower or Guarantor, as the case may be,
      has
      utilized the Primary Routes and the Primary Foreign Slots in a manner consistent
      in all material respects with applicable regulations, rules, law, foreign law
      and contracts in order to preserve their respective rights in and to use each
      of
      the Primary Routes and Primary Foreign Slots and (y) setting forth (A) any
      permanent disposition or transfer by the Borrower or such Guarantor of any
      Appraised FAA Slot, Primary Foreign Slot or Primary Route and (B) airports
      associated with additional Primary Routes allocated to or acquired by the
      Borrower or such Guarantor which airports are not already listed on Schedule
      4(g) to the Second Lien SGR Security Agreement or Schedule 4(i) to the Second
      Lien SGR Security Agreement and (ii) five (5) Business Days following the end
      of
      each calendar month, copies of any report filed by the Borrower or any Guarantor
      in such calendar month with the FAA, DOT or any other applicable Governmental
      Authority or Airport Authority or any Foreign Aviation Authorities regarding
      utilization of Primary Routes or Primary Foreign Slots or access to the Primary
      Supporting Route Facilities, as well as a summary thereof, in a format
      reasonably acceptable to the Administrative Agent;

     

    (n)  at
      any
      time that Eligible Accounts Receivable shall be included as Eligible Collateral,
      promptly and in any event within 30 days after the end of each month while
      Eligible Accounts Receivable are part of Eligible Collateral, an Officer’s
      Certificate from the Borrower, substantially in the form of Exhibit K, setting
      forth the amount of Eligible Accounts Receivable as of such date, together
      with
      all supporting documents with respect to Eligible Accounts Receivable as the
      Administrative Agent may reasonably request;

     

    
      
         

      

      
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    (o)  promptly
      after a Responsible Officer obtains knowledge thereof, notice of any Collateral
      Event;

     

    (p)  promptly
      after a Responsible Officer obtains knowledge thereof, notice of any Event
      of
      Loss;

     

    (q)  promptly
      after a Responsible Officer obtains knowledge of any Visa/MasterCard Dollar
      Trigger Event, notification thereof (accompanied by a statement of a Responsible
      Officer of the Borrower setting forth the details of such Visa/MasterCard Dollar
      Trigger Event).

     

    Subject
      to the next succeeding sentence, information delivered pursuant to this
Section
      5.01
      to the
      Administrative Agent may be made available by the Administrative Agent to the
      Lenders by posting such information on the Intralinks website on the Internet
      at
http://www.intralinks.com.
      Information delivered pursuant to this Section
      5.01
      may also
      be delivered by electronic communication pursuant to procedures approved by
      the
      Administrative Agent pursuant to Section
      10.01
      hereto.
      Information required to be delivered pursuant to this Section
      5.01
      (to the
      extent not made available as set forth above) shall be deemed to have been
      delivered to the Administrative Agent on the date on which the Borrower provides
      written notice to the Administrative Agent that such information has been posted
      on the Borrower’s website on the Internet at http://www.delta.com
      (to the
      extent such information has been posted or is available as described in such
      notice). Information required to be delivered pursuant to this Section
      5.01
      shall be
      in a format which is suitable for transmission.

     

    Any
      notice or other communication delivered pursuant to this Section
      5.01,
      or
      otherwise pursuant to this Agreement, shall be deemed to contain material
      non-public information unless (i) expressly marked by the Borrower as “PUBLIC”
or (ii) such notice or communication consists of copies of the Borrower’s public
      filings with the SEC.

     

    SECTION
      5.02.  Existence.
       Preserve and maintain in full force and effect all governmental rights,
      privileges, qualifications, permits, licenses and franchises necessary in the
      normal conduct of its business except (a)(i) if in the reasonable business
      judgment of the Borrower it is no longer necessary for the Borrower and the
      Guarantors to preserve and maintain such rights, privileges, qualifications,
      permits, licenses and franchises, and (ii) such failure to preserve the same
      could not, in the aggregate, reasonably be expected to have a Material Adverse
      Effect, and (b) as otherwise permitted in connection with (i) sales of assets
      permitted by Section
      6.10
      or (ii)
      mergers, liquidations and dissolutions permitted by Section
      6.02.

     

    SECTION
      5.03.  Insurance.

     

    (a)  In
      addition to the requirements of Section
      5.03(b)
      or as
      set forth in each Real Property Mortgage, (i) keep its properties (other than
      the Mortgaged Collateral, as to which only the insurance provisions of the
      Second Lien Aircraft Mortgage shall be applicable) insured at all times, against
      such risks, including fire and other risks insured against by extended coverage,
      and on such term and conditions, as is prudent and customary with U.S. based
      companies of the same or similar size in the same or similar businesses; (ii)
      maintain in full force and effect public liability insurance against claims
      for
      personal injury or death or property damage occurring upon, in, about or in
      connection with the use of any properties owned, occupied or controlled by
      the
      Borrower or any Guarantor, as the case may be, in such amounts and with such
      deductibles as are customary with companies of the same or similar size in
      the
      same or similar businesses and in the same geographic area; and (iii) maintain
      such other insurance or self insurance as may be required by law.

     

    
      
         

      

      
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    (b)  Maintain
      business interruption insurance in amounts that are reasonably satisfactory
      to
      the Administrative Agent and as is customary in the United States domestic
      airline industry for major United States air carriers having both substantial
      domestic and international operations.

     

    (c)  All
      such
      insurance referred to in Section
      5.03(a)
      with
      respect to the Collateral (other than the Mortgaged Collateral as to which
      only
      the provisions of the Aircraft Mortgage shall be applicable) shall (i) contain
      a
      Lender’s Loss Payable Endorsement in favor of the Collateral Agent, on behalf of
      the Second Priority Secured Parties, in all loss or damage insurance policies,
      (ii) provide that no cancellation thereof shall be effective until at least
      thirty (30) days after written notice thereof to the Collateral Agent, on behalf
      of the Second Priority Secured Parties, permitting the Collateral Agent to
      cure
      any default with respect to applicable outstanding premiums, (iii) name the
      Collateral Agent, for the benefit of the Second Priority Secured Parties, as
      loss payees for physical damage insurance with respect to property which
      constitutes Collateral (other than the Mortgaged Collateral as to which only
      the
      provisions of the Aircraft Mortgage shall be applicable) or a Real Property
      Asset as to which a Lien has been granted to the Collateral Agent, and as
      additional insureds for liability insurance, (iv)
      provide that once the Collateral Agent has given notice of the occurrence of
      an
      Event of Default, no loss in excess of $5,000,000 shall be adjusted or otherwise
      settled without the prior written consent of the Collateral Agent, and (v)
      state
      that none of the Collateral Agent, any of the Lenders, nor any other Second
      Priority Secured Party shall be responsible for premiums, commissions, club
      calls, assessments or advances.

     

    (d)  Promptly
      deliver to the Collateral Agent copies of any notices received from its insurers
      with respect to insurance programs required by the Terrorism Risk Insurance
      Act
      of 2002 (as extended by the Terrorism Risk Insurance Extension Act of 2005)
      and,
      if so requested by the Collateral Agent, procure and maintain in force the
      insurance that is offered in such programs to the same extent maintained by
      companies of the same or similar size in the same or similar
      businesses.

     

    (e)  No
      less
      frequently than annually, but in any event prior to expiration of any insurance
      policy maintained in connection herewith or in connection with any Collateral
      Document, furnish to the Collateral Agent certificates of insurance with respect
      to insurance maintained by the Borrower or any Guarantor, as the case may be,
      which certificates evidence compliance by the Borrower and the Guarantors with
      the insurance requirements set forth herein and in any of the Collateral
      Documents and contain signatures of duly authorized representatives of AON
      Risk
      Services or such other insurance broker as may be reasonably acceptable to
      the
      Collateral Agent, at all times prior to policy termination, cessation or
      cancellation.

     

    
      
         

      

      
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    (f)  Make
      available at the Borrower’s headquarters, upon the reasonable request of the
      Collateral Agent and upon reasonable prior notice, all insurance policies
      maintained by the Borrower and the Guarantors for the review of the Collateral
      Agent and any agents or representatives thereof.

     

    SECTION
      5.04.  Maintenance
      of Properties.
       Except to the extent otherwise permitted hereunder, in its reasonable
      business judgment, keep and maintain, and cause each of its Subsidiaries to
      keep
      and maintain, all property material to the conduct of its business in good
      working order and condition (ordinary wear and tear and damage by casualty
      and
      condemnation excepted), except where the failure to keep such property in good
      working order and condition would not have a Material Adverse
      Effect.

     

    SECTION
      5.05.  Obligations
      and Taxes.
       Pay
      all
      its material obligations (other than any obligations with respect to any
      Restructuring Aircraft, except obligations under any Post-Petition Aircraft
      Agreement applicable to such Restructuring Aircraft) promptly and in accordance
      with their terms and pay and discharge promptly all taxes, assessments and
      governmental charges, levies or claims (other than such taxes, assessments
      and
      governmental charges, levies and claims to the extent addressed in the Plan
      of
      Reorganization, which shall be paid in accordance with the Plan of
      Reorganization) imposed upon it or upon its income or profits or in respect
      of
      its property, before the same shall become more than ninety (90) days
      delinquent, except in each case where the failure to do so would not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect; provided,
      however,
      that
      the Borrower and each Guarantor shall not be required to pay and discharge
      or to
      cause to be paid and discharged any such obligation, tax, assessment, charge,
      levy or claim so long as (i) the validity or amount thereof shall be contested
      in good faith by appropriate proceedings and (ii) the Borrower and the
      Guarantors shall have set aside on their books adequate reserves therefor in
      accordance with GAAP.

     

    SECTION
      5.06.  Notice
      of Event of Default, etc.  Promptly
      upon the Borrower’s knowledge thereof give to the Administrative Agent notice in
      writing of any Event of Default or the occurrence of any event or circumstance
      which with the passage of time or giving of notice or both would constitute
      an
      Event of Default.

     

    SECTION
      5.07.  Access
      to Books and Records.
       (a)
       Maintain
      or cause to be maintained at all times true and complete books and records
      in
      all material respects in a manner consistent with GAAP in all material respects
      of the financial operations of the Borrower and the Guarantors and provide
      the
      Administrative Agent, the Collateral Agent and their respective representatives
      and advisors reasonable access to all such books and records (subject to
      requirements under any confidentiality agreements, if applicable), as well
      as
      any appraisals of the Collateral, during regular business hours, in order that
      the Administrative Agent and the Collateral Agent may upon reasonable prior
      notice and with reasonable frequency, but in any event, so long as no Event
      of
      Default has occurred and is continuing, no more than one time per year, examine
      and make abstracts from such books, accounts, records, appraisals and other
      papers, and permit the Administrative Agent, the Collateral Agent and their
      respective representatives and advisors to confer with the officers of the
      Borrower and the Guarantors and representatives (provided that the Borrower
      shall be given the right to participate in such discussions with such
      representatives) of the Borrower and the Guarantors, all for the purpose of
      verifying the accuracy of the various reports delivered by the Borrower or
      the
      Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement
      or for otherwise ascertaining compliance with this Agreement; and at any
      reasonable time and from time to time during regular business hours, upon
      reasonable notice to the Borrower, permit the Administrative Agent, the
      Collateral Agent, and any agents or representatives (including, without
      limitation, appraisers) thereof to visit the properties of the Borrower and
      the
      Guarantors and to conduct examinations of and to monitor the Collateral held
      by
      the Collateral Agent, in each case at the expense of the Borrower (provided,
      that the Borrower shall not be required to pay the expenses of more than one
      such visit a year unless an Event of Default has occurred and is
      continuing).

     

    
      
         

      

      
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    (b)  Grant
      access to and the right to inspect all final reports, final audits (and draft
      reports and audits where no final reports or audits are available) and other
      similar internal information of the Borrower relating to the Real Property
      Assets with respect to environmental matters upon reasonable notice, and obtain
      any third party verification of matters relating to the Release or alleged
      Release of Hazardous Materials at the Real Property Assets and compliance with
      Environmental Laws and requirements of Airport Authorities with respect to
      environmental matters (for matters that would impact the value of the Real
      Property Assets) reasonably requested by the Administrative Agent at any time
      and from time to time.

     

    SECTION
      5.08.  Compliance
      with Laws. 

     

    (a)  Comply,
      and cause each of its Subsidiaries to comply, with all applicable laws, rules,
      regulations and orders of any Airport Authority (with respect to environmental
      matters) or Governmental Authority applicable to it or its property (including
      Environmental Laws), except where such noncompliance, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect.

     

    (b)  To
      the
      extent the following are required by Environmental Laws, any Governmental
      Authority or any requirements of an Airport Authority relating to environmental
      matters, conduct, and cause each of its Subsidiaries to conduct, any and all
      investigations, studies, sampling and testing and take, and cause each of its
      Subsidiaries to take, any and all necessary remedial action in connection with
      the presence, storage, use, disposal, transportation or Release of any Hazardous
      Materials for which the Borrower or the Guarantors or their respective
      Subsidiaries is, or could be, liable. The foregoing shall not apply if, and
      only
      to the extent that (i) the Borrower’s or the Guarantors’ or their respective
      Subsidiaries’ liability for or any requirement of an Airport Authority with
      respect to such presence, storage, use, disposal, transportation or Release
      of
      any Hazardous Materials is being contested in good faith and by appropriate
      proceedings diligently conducted by such Persons, (ii) such remedial action
      is
      taken by other Persons responsible for such remedial action through an
      indemnification of the Borrower or the Guarantors or any Subsidiary thereof
      or
      (iii) such non-compliance would not in any case or in the aggregate reasonably
      be expected to have a Material Adverse Effect. In the event that the Borrower
      or
      the Guarantors or any of their respective Subsidiaries undertakes any such
      investigation, study, sampling, testing or remedial action with respect to
      any
      Hazardous Materials, the Borrower or such Guarantors will, and will cause any
      such Subsidiary to, conduct and complete such action in compliance in all
      material respects with all applicable Environmental Laws and all applicable
      requirements of Airport Authorities relating to environmental
      matters.

     

    
      
         

      

      
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    (c)  If
      an
      Event of Default has occurred and is continuing or upon a reasonable belief
      that
      the Borrower has breached any representation, warranty or covenant hereunder
      with regard to environmental matters, at the request of the Administrative
      Agent
      from time to time, the Borrower will provide to the Administrative Agent within
      sixty (60) days after such request, or such longer time period as is reasonably
      necessary to secure any required governmental or third party authorizations
      for
      soil or groundwater investigations or other invasive samplings, at the expense
      of the Borrower, an environmental site assessment report for any properties
      of
      the Borrower, the Guarantors or any of their Subsidiaries described in such
      request, prepared by an environmental consulting firm reasonably acceptable
      to
      the Administrative Agent, reasonable in scope based upon the circumstances
      of
      the request, indicating, where relevant under the circumstances of the request,
      the presence or absence of Hazardous Materials and the estimated cost of any
      compliance, removal or remedial action in connection with any Hazardous
      Materials on such properties; without limiting the generality of the foregoing,
      if the Administrative Agent reasonably determines at any time that a material
      risk exists that any such report will not be provided in the time referred
      to
      above, the Administrative Agent reasonably may retain an environmental
      consulting firm to prepare such report at the expense of the Borrower, and
      the
      Borrower and the Guarantors hereby grant, and agree to cause any Subsidiary
      that
      owns property described in such a request to grant, at the time of such request
      to the Administrative Agent, such firm and any agents or representatives thereof
      a right, subject to the rights of tenants, to enter into their respective
      properties to undertake such an assessment.

     

    SECTION
      5.09.  Appraisal
      Reports and Field Audits.
       Cooperate
      with the Appraiser, Real Estate Appraiser or Field Auditor, as the case may
      be,
      such that the Administrative Agent shall receive one or more Appraisal Reports
      or Field Audits, as the case may be, establishing the value of the Appraised
      Collateral or Eligible Accounts Receivable, as the case may be, (a) in the
      case
      of Appraisal Reports, by no later than thirty (30) days prior to each
      anniversary of the Closing Date, (b) on the date upon which any additional
      property or assets that constitutes Appraised Collateral (including, without
      limitation, applicable Cure Collateral) is pledged as Collateral to the
      Collateral Agent to secure the Second Priority Obligations, but only with
      respect to such additional Collateral, (c) promptly at the request of the
      Administrative Agent upon the occurrence and during the continuation of an
      Event
      of Default, (d) in the case of Field Audits, promptly at the request of the
      Administrative Agent (which are not contemplated to occur more than once per
      year, but in any event, so long as no Event of Default has occurred and is
      continuing, no more than once per year) and (e) upon a Change in Law with
      respect to any assets which constitute Collateral, which change could reasonably
      be expected to result in the Borrower’s failure to maintain the required
      coverage ratios pursuant to Section
      6.06.
      In
      addition to the requirements set forth in this Section
      5.09,
      if at
      any time the Collateral Agent in its reasonable good faith business judgment
      believes that a Collateral Event has occurred, it may request the delivery
      of an
      updated Appraisal Report with respect to the affected Collateral, and the
      Borrower and the Guarantors shall cooperate with the Appraiser to ensure that
      the Collateral Agent receives the same. The Borrower may from time to time
      cause
      to be delivered subsequent Appraisal Reports if it believes that the affected
      item of Collateral has a higher Appraised Value than that reflected in the
      most
      recent Appraisal Report delivered. 

     

    SECTION
      5.10.  FAA
      and DOT Matters; Citizenship.
       In the case of the Borrower and any applicable Guarantor (a) maintain at
      all times its status as an “air carrier” within the meaning of Section
      40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of
      Title 49; (b) at all times hereunder be a United States Citizen; (c) maintain
      at
      all times its status at the FAA as an air carrier and hold an air carrier
      operating certificate and other operating authorizations issued by the FAA
      pursuant to 14 C.F.R. Parts 119 and 121 as currently in effect or as may be
      amended or recodified from time to time; and (d) except as specifically
      permitted herein or in the Second Lien SGR Security Agreement, possess and
      maintain all necessary certificates, exemptions, franchises, licenses, permits,
      designations, rights, concessions, Gate Interests, authorizations, frequencies
      and consents which are material to the operation of the FAA Slots, the Routes
      and Foreign Slots utilized by it and the conduct of its business and operations
      as currently conducted except, in any case described in this clause (d), where
      the failure to do so, either individually or in the aggregate, could not be
      reasonably likely to have a Material Adverse Effect.

     

    
      
         

      

      
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    SECTION
      5.11.  FAA
      Slot Utilization. Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the Second Lien SGR Security Agreement, utilize (or arrange for utilization
      by
      exchanging FAA Slots with other air carriers) the FAA Slots (except FAA Slots
      which are reasonably determined by the Appraisers to be of de minimis value)
      in
      a manner consistent in all material respects with applicable regulations, rules,
      laws and contracts in order to preserve its right to hold and operate the FAA
      Slots, taking into account any waivers or other relief granted to the Borrower
      by the FAA, any other applicable Governmental Authority or any Airport
      Authority.

     

    SECTION
      5.12.  Primary
      Foreign Slot Utilization. 
      Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the Second Lien SGR Security Agreement, utilize (or arrange for utilization
      by
      exchanging Primary Foreign Slots with other air carriers) the Primary Foreign
      Slots (except Primary Foreign Slots which are reasonably determined by the
      Appraisers to be of de minimis value) in a manner consistent in all material
      respects with applicable regulations, rules, foreign law and contracts in order
      to preserve its right to hold and operate the Primary Foreign Slots, taking
      into
      account any waivers or other relief granted to the Borrower by any applicable
      Foreign Aviation Authorities. 

     

    SECTION
      5.13.  Primary
      Route Utilization. 
      Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the Second Lien SGR Security Agreement, utilize the Primary Routes (except
      Primary Routes which are reasonably determined by the Appraisers to be of de
      minimis value) in a manner consistent in all material respects with applicable
      regulations, rules, treaties, foreign law and contracts in order to preserve
      its
      right to hold and operate the Primary Routes and maintain access to the Primary
      Supporting Route Facilities sufficient to ensure its ability to retain its
      rights in and to the Primary Routes, taking into account any waivers or other
      relief granted to the Borrower by the FAA, any other applicable Governmental
      Authority, any Airport Authority or any applicable Foreign Aviation
      Authorities.

     

    SECTION
      5.14.  Additional
      Subsidiaries.
       If any additional Subsidiary of the Borrower is formed or acquired after
      the Closing Date, the Borrower will promptly, and in any event within twenty
      (20) Business Days after such Subsidiary is formed or acquired, (a) to the
      extent such Subsidiary is an entity incorporated or organized in the United
      States and is not an Immaterial Subsidiary, an Excluded Subsidiary or a
      Restricted Captive Insurance Company Subsidiary, cause such Subsidiary to become
      a party to the Guarantee contained in Section
      9
      hereof,
      each applicable Collateral Document and all other agreements, instruments or
      documents that create or purport to create and perfect a Lien in favor of the
      Collateral Agent for the benefit of the Second Priority Secured Parties, by
      executing an Instrument of Assumption and Joinder substantially in the form
      attached hereto as Exhibit H and, subject to preexisting Liens on such
      Subsidiary’s assets and the terms thereof (to the extent the same are permitted
      under this Agreement), promptly take such actions to create and perfect Liens
      on
      such Subsidiary’s assets to secure the Second Priority Obligations to the extent
      required under the applicable Collateral Documents and (c) cause any Equity
      Interests or promissory notes evidencing Indebtedness of such Subsidiary that,
      in each case, are owned by or on behalf of the Borrower or any Guarantor to
      be
      pledged to the extent required by the Collateral Documents, provided
      that, if
      such Subsidiary is directly owned by the Borrower or any Guarantor and is
      organized under the laws of a jurisdiction other than the United States of
      America or any state thereof or the District of Columbia, Equity Interests
      of
      such Subsidiary to be pledged shall be limited to 65% of the outstanding voting
      Equity Interests of such Subsidiary.

     

    
      
         

      

      
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    SECTION
      5.15.  [Reserved]

     

    SECTION
      5.16.  Additional
      Collateral; Additional Grantors.

     

    (a)  If
      any
      aircraft, engines, spare parts or owned real property (including, in the case
      of
      owned real property, only owned real property valued individually in excess
      of
      $5,000,000 or $20,000,000 in the aggregate from the Closing Date, but excluding
      any leasehold interests) are acquired by the Borrower or any Guarantor after
      the
      Closing Date (other than any spare parts that become subject to a Lien pursuant
      to the Aircraft Mortgage upon acquisition thereof), the Borrower will promptly
      notify the Administrative Agent thereof and at the Administrative Agent’s
      request within forty-five (45) days of such notice, will cause such assets
      to be
      subjected to a Lien securing the Second Priority Obligations to the extent
      not
      excluded from the definition of “Collateral” under the Loan Documents, subject
      to preexisting Liens on such assets permitted hereunder and any other Liens
      permitted hereunder, and will take, and cause the Guarantors to take, such
      actions as shall be necessary to grant and perfect such Liens, including actions
      described in this paragraph (a), all at the expense of the Borrower and
      Guarantors; provided,
      however,
      that
      this clause (a) shall not apply (i) if and to the extent that, on the date
      of
      and after giving effect to such acquisition, the Borrower shall be in compliance
      with Section
      6.06(a)
      and
      shall have delivered to the Administrative Agent an Officer’s Certificate
      certifying to such compliance
      or (ii)
      to any aircraft, engines, spare parts or owned real property to the extent
      that
      the Administrative Agent has received, on or before the date of such
      acquisition, a copy of an executed commitment letter, letter of intent,
      memorandum or understanding or other similar document that evidences a
      commitment to consummate a financing of such aircraft, engines, spare parts
      or
      owned real property within forty-five (45) days of the date of such acquisition
      and such financing actually occurs within forty-five (45) days (it being
      understood that the Lenders hereby authorize the Collateral Agent to withhold
      or
      delay such filing if the Collateral Agent shall be satisfied in its sole
      discretion that the applicable financing shall be consummated within a
      reasonable timeframe thereafter); provided further
      that the
      Administrative Agent shall not require the execution or delivery of any Mortgage
      Supplement, or require the Borrower or any Guarantor to take any actions with
      respect to the FAA, relating to any of the 737-800 aircraft to be sold pursuant
      to agreements described on Schedule 5.17 hereof.

     

    
      
         

      

      
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    (b)  Upon
      any
      Guarantor acquiring any right, title or interest in any FAA Slots, Foreign
      Slots, Routes, Supporting Route Facilities or Gate Interests acquired in
      connection with a Permitted Acquisition, such Guarantor will promptly, and
      in
      any event within twenty (20) Business Days of such acquisition, become a party
      to the Second Lien SGR Security Agreement.

     

    SECTION
      5.17.  Pledged
      Spare Parts.
       Segregate all of its Pledged Spare Parts from any Spare Parts which are
      subject to any consignment arrangement, and shall keep all Spare Parts not
      so
      subject to a consignment arrangement in Spare Parts Locations, except to the
      extent permitted in the Second Lien Aircraft Mortgage. The Pledged Spare Parts
      will be maintained by or on behalf of the Borrower and Comair, as required
      by
      the Second Lien Aircraft Mortgage.

     

    SECTION
      5.18.  Further
      Assurances.
       Execute any and all further documents and instruments, and take all
      further actions, that may be required or advisable under applicable law, the
      Cape Town Convention or by the FAA, or that the Collateral Agent may reasonably
      request, in order to create, grant, establish, preserve, protect and perfect
      the
      validity, perfection and priority of the Liens and security interests created
      or
      intended to be created by the Collateral Documents, to the extent required
      under
      this Agreement or the Collateral Documents, including, without limitation,
      amending, amending and restating, supplementing, assigning or otherwise
      modifying, renewing or replacing the Second Lien Aircraft Mortgage or other
      agreements, instruments or documents relating thereto, in each case as may
      be
      reasonably requested by the Collateral Agent, in order to (i) create interests
      (including, but not limited to, International Interests, Assignments,
      Prospective International Interests, Prospective Assignments, Sales, Prospective
      Sales, Assignments of Associated Rights and Subordinations) that may be
      registered and/or assigned under the Cape Town Convention, (ii) create, grant,
      establish, preserve, protect and perfect the Liens in favor of the Collateral
      Agent for the benefit of the Second Priority Secured Parties to the fullest
      extent possible under the Cape Town Convention, including, where necessary,
      the
      subordination of other rights or interests and (iii) realize the benefit of
      the
      remedial provisions that are contemplated by the Cape Town Convention, subject
      to the provisions of Section 4.07 of the Second Lien Aircraft
      Mortgage. 

     

    Without
      limiting the generality of the foregoing or any other provisions of the Loan
      Documents, the Borrower hereby (a) agrees to exclude the application of Article
      XVI(1)(a) of the Protocol and (b) consents, pursuant to Article XV of the
      Protocol, to any Assignment of Associated Rights within the scope of Article
      33(1) of the Cape Town Convention which is permitted or required by the
      applicable Loan Documents and further agrees that the provisions of the
      preceding paragraph shall apply, in particular, with respect to Articles 31(4)
      and 36(1) of the Cape Town Convention to the extent applicable to any such
      Assignment of Associated Rights.

     

    SECTION
      5.19.  Post
      Closing Items. 

     

    (a)  Within
      thirty (30) days of the Closing Date, the Borrower and each applicable Guarantor
      shall have duly executed and delivered to the Collateral Agent a Trademark
      Security Agreement in substantially the form of Exhibit F-1 (the “Second
      Lien Trademark Security Agreement”),
      together with all documents, certificates, forms and filing fees that the
      Collateral Agent may deem reasonably necessary to perfect and protect the Liens
      and security interests created in the identified intellectual property in the
      Second Lien Trademark Security Agreement. 

     

    
      
         

      

      
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    (b)  Within
      thirty (30) days of the Closing Date (or such later date as the Administrative
      Agent may, in its reasonable discretion, consent to in writing), the Borrower
      and each applicable Guarantor shall have delivered to
      the
      Collateral Agent or First Lien Collateral Agent a Shifting Control Agreement
      or
      any other Control Agreement, properly executed by the Borrower or any Guarantor,
      as the case may be, and each bank or other financial institution (as may be
      specified by the Borrower) at which the Borrower or any Guarantor, as the case
      may be, maintains a deposit account or securities account (it being understood
      that no Control Agreement shall be required to be delivered with respect to
      any
      Excluded Account).

     

    (c)  Within
      thirty (30) days of the later of (i) the Closing Date and (ii) the date the
      Collateral Agent becomes registered with the International Registry (or such
      later date as the Administrative Agent may, in its reasonable discretion,
      consent to in writing), the Borrower and each applicable Guarantor shall have
      delivered evidence of the registrations in the International Registry of
      International Interests in the Airframes, Engines and Spare Engines constituted
      by the Second Lien Aircraft Mortgage.

     

    SECTION
      6.

     

    NEGATIVE
      COVENANTS

     

    From
      the
      date hereof and for so long as the Second Lien Term Loan Commitments remain
      in
      effect or any Loan or other amount is owing to any Lender or the Administrative
      Agent hereunder (other than contingent indemnification obligations not due
      and
      payable), the Borrower and each of the Guarantors will not:

     

    SECTION
      6.01.  Liens.
       Incur, create, assume or suffer to exist any Lien on any asset of the
      Borrower or the Guarantors, now owned or hereafter acquired by the Borrower
      or
      any of such Guarantors, other than:

     

    (a)    Liens
      which were existing on the Closing Date as reflected on Schedule 3.07;
      

     

    (b)    Permitted
      Liens; 

     

    (c)    Liens
      in
      favor of the Collateral Agent and the Lenders pursuant to the Loan Documents;
      

     

    (d)    Liens
      securing Indebtedness or Capitalized Leases permitted by Section 6.03(l)
      or any
      permitted refinancing thereof, provided
      that
      such Lien attach only to the assets of the Borrower or Guarantor (including
      related leases thereof and, in the case of personal property, other assets
      integral to the use thereof including security deposits from any sublessee
      collaterally assigned for the benefit of lessors) subject to such acquisition
      or
      financing; 

     

    (e)    Liens
      on
      the Collateral that are pari passu with the Liens in favor of the First Lien
      Collateral Agent securing the Designated Cash Management
      Obligations;

     

    (f)    Liens
      on
      the Collateral that are pari
      passu
      with the
      Liens in favor of the First Lien Collateral Agent securing Indebtedness
      permitted by Section
      6.03(f)
      or
(g)
      and
      relating to Designated Hedging Agreements; provided
      that the
      maximum amount of such Indebtedness that constitutes First Priority Obligations
      shall not exceed $200,000,000 at any time;

     

    
      
         

      

      
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    (g)    licenses,
      leases and subleases of (A) Mortgaged Collateral and Collateral (as defined
      in
      the Second Lien SGR Security Agreement) granted to others but only to the extent
      permitted by the Second Lien Aircraft Mortgage with respect to Mortgaged
      Collateral and to the extent permitted by the Second Lien SGR Security Agreement
      with respect to Collateral as defined therein and (B) all other assets to the
      extent such license, sublicense, lease or sublease does not interfere in any
      material respect with the business of the Borrower and the Guarantors, taken
      as
      a whole; 

     

    (h)    Liens
      arising from precautionary UCC financing statements regarding operating leases
      permitted by this Agreement; 

     

    (i)    any
      interest or title of a licensor, sublicensor, lessor, sublessor or airport
      operator under any lease, license or use agreement; 

     

    (j)    Liens
      on
      real and personal property acquired in connection with acquisitions permitted
      by
      this Agreement to the extent such Liens exist on such acquired property at
      the
      time of acquisition or Liens existing on any property or asset of any Person
      that becomes a Guarantor after the date hereof prior to the time such Person
      becomes a Guarantor, provided,
      (1) such Liens are not created in contemplation of or in connection with
      such acquisition or such Person becoming a Guarantor, as the case may be, (2)
      such Liens shall not apply to any other property or assets of the Borrower
      or
      any Guarantor and (3) such Liens shall secure only those obligations which
      it
      secures on the date of such acquisition or the date such Person becomes a
      Guarantor, as the case may be; 

     

    (k)    Liens
      in
      favor of credit card processors securing obligations in connection with credit
      card processing services incurred in the ordinary course of business and
      consistent with past practices; 

     

    (l)    Liens
      on
      (1) the Borrower’s right to receive a refund of unearned insurance premiums and
      (2) insurance policies and the proceeds thereof, to secure the Borrower’s
      payment of such insurance premiums financed by Indebtedness permitted pursuant
      to Section
      6.03(e);
      

     

    (m)    Liens
      on
      the Collateral in favor of the First Lien Collateral Agent securing the First
      Priority Obligations; 

     

    (n)    junior
      Liens on the Collateral securing the Indebtedness permitted pursuant to
Section
      6.03(m),
      provided,
      that
      such Liens shall be subject in all respects to an intercreditor agreement
      substantially in the form of the Intercreditor Agreement; 

     

    (o)    Liens
      consisting of setoff or netting rights in connection with Hedging Agreements;
      

     

    (p)    Liens
      securing reimbursement obligations in respect of standby or documentary letters
      of credit or bankers acceptances, provided
      that in
      the case of (1) documentary letters of credit or bankers acceptances, such
      Liens
      attach only to the documents, goods covered thereby and proceeds thereof and
      (2)
      in the case of standby letters of credit, such Liens may only be on cash in
      an
      amount not to exceed $172,500,000; 

     

    
      
         

      

      
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    (q)    Liens
      on
      the underlying commodity trading accounts or other brokerage accounts incurred
      in the ordinary course of business; 

     

    (r)    Liens
      which arise under Article 2 of the UCC; 

     

    (s)    replacement,
      extension and renewal of any Lien permitted hereby, provided
      that any
      such replacement, extension, or renewal of any Lien shall not extend to any
      property or assets of the Borrower or any Guarantor which was not subject to
      the
      Lien being replaced, extended or renewed; 

     

    (t)    Liens
      in
      favor of any of the Borrower or a Guarantor that do not encumber any Collateral;
      

     

    (u)    Liens
      arising by operation of law in connection with judgments, attachment or awards
      which do not constitute an Event of Default hereunder; 

     

    (v)     other
      Liens
      incurred by the Borrower and the Guarantors (except with respect to Real
      Property Assets) so long as the Indebtedness and other obligations secured
      thereby does not exceed Indebtedness permitted by Section
      6.03(ee);
      

     

    (w)    Liens
      on
      cash collateral and fuel inventory (and the proceeds thereof) or letters of
      credit in each case securing Indebtedness permitted pursuant to Section
      6.03(f),
      and
      Indebtedness permitted by Section
      6.03(g)
      in an
      aggregate amount at any one time for all such cash and letters of credit in
      excess of the amount thereof that is secured as permitted by Section
      6.01(f),
      not in
      excess (other
      than with respect to Liens on fuel inventory and the proceeds thereof) of
      $575,000,000;

     

    (x)    Liens
      on
      Margin Stock, if and to the extent the value of all Margin Stock of the Borrower
      and its Subsidiaries exceeds 25% of the total assets subject to this
Section
      6.01;
      

     

    (y)    Liens
      on
      any Restructuring Aircraft created by or pursuant to any Post-Petition Aircraft
      Agreement;

     

    (z)    Liens
      on
      the Excluded Accounts and amounts on deposit therein in favor of the
      beneficiaries of the amounts on deposit therein to the extent such Liens secure
      obligations owed to such beneficiaries;

     

    (aa)    the
      Lien
      of the Jet Fuel Counterparty on the Jet Fuel Assets, in the event that the
      transactions underlying the Jet Fuel Inventory Supply Agreement are
      re-characterized as Indebtedness owed by the Borrower; 

     

    (bb)    Liens
      attaching solely to cash earnest money deposits in connection with Investments
      permitted pursuant to Section 6.09; 

     

    
      
         

      

      
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    (cc)    Liens
      securing Indebtedness permitted by (i) Section
      6.03(h)
      and (ii)
Section
      6.03(y);

     

    (dd)    Liens
      on
      cash collateral securing surety and appeal bonds in an aggregate amount for
      all
      such cash collateral not exceeding $172,500,000; and

     

    (ee)    other
      Liens
      so long as the obligations secured thereby do not exceed $28,750,000 at any
      time.

     

    SECTION
      6.02.  Merger,
      etc.  Merge
      into or consolidate with any other Person, or permit any other Person to merge
      into or consolidate with it, or sell, transfer, lease or otherwise dispose
      of
      (in one transaction or in a series of transactions) all or substantially all
      of
      its assets, or all or substantially all of the stock of any of its Subsidiaries
      (in each case, whether now owned or hereafter acquired), or liquidate or
      dissolve, except (a)
      that any Subsidiary (so long as such Subsidiary is not the Borrower) may
      merge into the Borrower or any other Guarantor in a transaction in which the
      Borrower or any Guarantor is the surviving corporation, provided
      that (i)
      immediately after giving effect thereto no Event of Default or event with which
      upon notice or the passage of time or both would constitute an Event of Default
      shall have occurred and be continuing and (ii) any such merger involving a
      Person whose Equity Interests are not 100% owned by the Borrower directly or
      indirectly immediately prior to such merger shall not be permitted unless also
      permitted by Section
      6.10;
      (b)
      that any
      Subsidiary (so long as such Subsidiary is not the Borrower) may liquidate or
      dissolve if the Borrower determines in good faith that such liquidation or
      dissolution is in the best interests of the Borrower and is not materially
      disadvantageous to the Lenders, provided
      that an
      Event of Default does not result from such liquidation or dissolution; (c)
      any
      Person (other than the Borrower) may merge into the Borrower or any Guarantor
      pursuant to a Permitted Acquisition in which the Borrower or such Guarantor
      is
      the surviving corporation; (d) asset sales permitted hereunder; and (e) any
      Permitted Change of Control Transaction.

     

    SECTION
      6.03.  Indebtedness.
       Contract, create, incur, assume or suffer to exist any Indebtedness,
      except for: 

     

    (a)    Indebtedness
      under the Loan Documents; 

     

    (b)    Indebtedness
      incurred pursuant to the First Lien Credit Agreement or any refinancing thereof
      in accordance with the Intercreditor Agreement; provided
      that the
      principal amount of Indebtedness incurred in connection with any such
      refinancing shall not exceed the amount permitted by the Intercreditor
      Agreement; 

     

    (c)    Indebtedness
      incurred prior to the Closing Date or with respect to which an option exists
      (including existing Capitalized Leases) as set forth on Schedule 6.03;
      

     

    (d)    intercompany
      Indebtedness between the Borrower and the Guarantors, which Indebtedness shall
      be pledged to the Collateral Agent pursuant to the Second Lien Pledge Agreement,
      to the extent required pursuant to the terms thereof; 

     

    (e)    Indebtedness
      of the Borrower or any Guarantor owed to one or more Persons in connection
      with
      the financing of certain insurance premiums; 

     

    
      
         

      

      
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    (f)    Indebtedness
      owed to any First Lien Lender (or any of its banking Affiliates) or any other
      Person in respect of fuel hedges and other derivatives contracts, in each case
      to the extent that such agreement or contract is entered into for bona fide
      hedging purposes and, in the case of such other derivatives contracts, in the
      ordinary course of business;

     

    (g)    Indebtedness
      owed to any First Lien Lender or any of its banking Affiliates or any other
      Person in respect of (i) foreign exchange contracts, currency swap agreements,
      currency future or option contracts and other similar agreements designed to
      hedge against fluctuations in foreign exchange rates and currency values and
      (ii) interest rate swap, cap or collar agreements, interest rate future or
      option contracts and other similar agreements designed to hedge against
      fluctuations in interest rates, in each case to the extent that such agreement
      or contract is entered into in the ordinary course of business for bona fide
      hedging purposes; 

     

    (h)    Indebtedness
      owed to any First Lien Lender or any of its banking Affiliates or any other
      Person in respect of any overdrafts and related liabilities arising from
      treasury, depository and cash management services or in connection with any
      automated clearing house transfers of funds; 

     

    (i)    Indebtedness
      of any of the Borrower and the Guarantors consisting of take-or-pay obligations
      contained in supply agreements entered into in the ordinary course of business
      and consistent with past practices of the Borrower and the Guarantors;


     

    (j)    Indebtedness
      of any of the Borrower and the Guarantors arising in the ordinary course of
      business of the relevant party and owing to Citibank, N.A., its banking
      Affiliates and other financial institutions providing netting services permitted
      to be incurred and outstanding pursuant to this Agreement so long as such
      Indebtedness does not remain outstanding for more than three (3) Business Days
      from the date of its incurrence; 

     

    (k)    Indebtedness
      of any of the Borrower and the Guarantors to credit card processors in
      connection with credit card processing services incurred in the ordinary course
      of business of the Borrower and the Guarantors; 

     

    (l)    (i)
      Indebtedness incurred to finance the acquisition of aircraft, engines, spare
      parts or other operating assets; provided
      that no
      such Indebtedness may be incurred more than twelve (12) months after such
      acquisition if, after giving effect to such Indebtedness, an Event of Default
      shall have occurred and be continuing under Section
      6.06;
      and
      (ii) other Indebtedness secured by aircraft, engines, spare parts or other
      operating assets that are not subject to Liens described in Section
      6.01(c)
      (including without limitation as a result of any release of such Liens pursuant
      to Section
      6.06(c));

     

    (m)    Indebtedness
      of the Borrower and the Guarantor in an aggregate amount not to exceed
      $1,150,000,000, provided
      that
      such Indebtedness shall have a final maturity six months after the Maturity
      Date
      and shall be on terms reasonably satisfactory to the Administrative Agent;
      

     

    (n)    Indebtedness
      consisting of promissory notes issued to current or former directors,
      consultants, managers, officers and employees or their spouses or estates to
      purchase or redeem capital stock of the Borrower issued to such director,
      consultant, manager, officer or employee in an aggregate amount not to exceed
      $1,150,000 annually; 

     

    
      
         

      

      
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    (o)    Indebtedness
      to the extent permitted by an Investment permitted by Section
      6.09(j);
      

     

    (p)    Indebtedness
      of a person or acquired assets that is the subject of a Permitted Acquisition
      which Indebtedness was in existence at the time of such Permitted Acquisition
      and not incurred in contemplation thereof; 

     

    (q)    intercompany
      Indebtedness owed by the Borrower and any Guarantor to another Subsidiary,
      which
      is not a Guarantor, in an amount not to exceed $57,500,000 in the aggregate
      at
      any one time outstanding; 

     

    (r)    any
      Indebtedness extending, renewing, replacing or refinancing (collectively,
“Refinancing”)
      all or
      any portion of any Indebtedness permitted under paragraph (c),
      (l),
      (m),
      (p),
      (x),
      (y)
      or
(z),
      provided
      that (1)
      any such Refinancing of Indebtedness permitted under clause (m)
      which is
      subordinated to the Obligations shall remain subordinated on substantially
      the
      same basis, and (2) the weighted average life to maturity of such Indebtedness,
      in the case of clause (m),
      shall
      not be shortened, provided further
      that any
      such Refinancing of Indebtedness permitted under clause (c)
      or
(l)(i)
      may
      exceed the amount being Refinanced so long as the Lien securing such Refinancing
      does not extend to any property or asset of the Borrower or any Guarantor which
      was not subject to the Lien securing the Indebtedness being
      Refinanced; 

     

    (s)    other
      unsecured Indebtedness incurred subsequent to the Closing Date; 

     

    (t)    Indebtedness
      in respect of Redeemable Stock; 

     

    (u)    Indebtedness
      in respect of deferred rent;

     

    (v)    Indebtedness
      in respect of deferred taxes; 

     

    (w)    Indebtedness
      permitted to be secured pursuant to Section
      6.01(p);
      

     

    (x)    Indebtedness
      under the ALPA Notes and the CVG Notes;

     

    (y)    Indebtedness
      secured by purchase money security interests and Capitalized Leases (including
      in the form of sale-leaseback, synthetic lease or similar transactions) to
      the
      extent such Indebtedness was incurred in connection with ARB Indebtedness;
      provided,
      that
      the amount of such Indebtedness does not exceed 100% of the purchase price
      or
      construction cost (including any capitalized interest and issuance fees and
      expenses) of the subject asset; 

     

    (z)    Indebtedness
      relating to any Restructuring Aircraft created by or pursuant to any
      Post-Petition Aircraft Agreement;

    


    (aa)    Indebtedness
      consisting of indemnification obligations owed by Comair to Bombardier Inc.,
      a
      Canadian national corporation, relating to certain CRJ leases, in an amount
      not
      to exceed $9,000,000 in the aggregate;

     

    
      
         

      

      
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    (bb)    in
      the
      event that the transactions underlying the Jet Fuel Inventory Supply Agreement
      are re-characterized as Indebtedness owed by the Borrower, such
      Indebtedness;

     

    (cc)    reimbursement
      obligations in respect of standby or documentary letters of credit or bankers
      acceptances that are secured by Liens permitted pursuant to Section
      6.01(p);

     

    (dd)    surety
      and appeal bonds secured by Liens permitted pursuant to Section
      6.01(dd);
      and

    


    (ee)    Indebtedness
      not to exceed $28,750,000 at any one time outstanding for Indebtedness of the
      Borrower or any Guarantor incurred subsequent to the Closing Date that will
      be
      secured Indebtedness.

     

    SECTION
      6.04.  Fixed
      Charge Coverage.
       Permit the Fixed Charge Coverage Ratio as of the last day of each fiscal
      quarter ending in the months below to be less than the corresponding ratio
      opposite such month:

     

    
      	
              Fiscal
                quarter ending

            	
              Ratio

            
	 	 
	
              June
                2007

            	
              0.85:1.00

            
	
              September
                2007

            	
              0.85:1.00

            
	
              December
                2007

            	
              0.85:1.00

            
	
              March
                2008
                and thereafter for

              each
                fiscal quarter ending

              through
                the Maturity Date

            	
              1.02:1.00

            


    

    


    SECTION
      6.05.  Unrestricted
      Cash Reserve.
       Permit the aggregate amount of Unrestricted Cash to be less than
      $650,000,000 at any time after the 30th
      day
      following the Closing Date. 

     

    SECTION
      6.06.  Coverage
      Ratio. 
      (a)
       Permit
      at
      any time the ratio (the “Total
      Collateral Coverage Ratio”)
      of (i)
      the Appraised Value of the Eligible Collateral to (ii) the sum of the aggregate
      outstanding principal amount of the First Lien Obligations plus
      the
      outstanding principal amount of the Second Lien Term Loans (such sum the
“Total
      Obligations”)
      to be
      less than 125%, provided,
      that
      if, (A) upon (i) delivery of an Appraisal Report or a Field Audit (as
      applicable) pursuant to Section
      5.09
      hereof
      or (2) the establishment of reserves pursuant to clause (B) of the definition
      of
“Appraised Value” contained herein and (B) solely with respect to determining
      compliance with this Section as a result thereof, it is determined that the
      Borrower shall not be in compliance with this Section
      6.06(a),
      the
      Borrower shall, within forty-five (45) days of the date of such Appraisal
      Report, Field Audit or establishment of reserves (as applicable), (I) designate
      Cure Collateral as additional Eligible Collateral in accordance with clause
      (d)
      of the definition of Eligible Collateral in Section
      1.01
      or (II)
      prepay the Loans, in each case in an amount sufficient to enable the Borrower
      to
      comply with this Section
      6.06(a). 

     

    (b)  Notwithstanding
      anything to the contrary contained herein, if the Borrower shall fail at any
      time to be in compliance with Section
      6.06(a) solely
      as
      a result of an Event of Loss (as defined in the Second Lien Aircraft Mortgage)
      or other Recovery Event, in each case, covered by insurance (pursuant to which
      the Collateral Agent is named as loss payee and with respect to which payments
      are to be delivered directly to the Collateral Agent or First Lien Collateral
      Agent) for which the insurer thereof has been notified of the relevant claim
      and
      has not challenged such coverage, any calculation made pursuant to Section
      6.06(a)
      shall
      deem the Borrower to have received Net Cash Proceeds (and to have taken all
      steps necessary to designate, and to have designated, such Net Cash Proceeds
      as
      Cure Collateral) in an amount equal to the expected coverage amount (as
      determined by the Borrower in good faith and updated from time to time to
      reflect any agreements reached with the applicable insurer and net of any
      amounts required to be paid out of such proceeds and secured by a Lien permitted
      pursuant to Section
      6.01(l))
      until
      the earlier of (i) the date any such Net Cash Proceeds are actually received
      by
      the Collateral Agent or First Lien Collateral Agent, as applicable, (ii) the
      date that is 270 days after such Event of Loss or Recovery Event and (iii)
      the
      date on which any such insurer denies such claim; provided
      that,
      prior to giving effect to this clause (c),
      the
      Appraised Value of the Eligible Collateral shall be no less than 100% of the
      Total Obligations.
      It is
      understood and agreed that if the Collateral Agent should receive any Net Cash
      Proceeds directly from the insurer in respect of an Event of Loss or a Recovery
      Event and at the time of such receipt, (A) no Event of Default shall have
      occurred and be continuing and the Borrower is in compliance with Section
      6.06(a)
      (without
      giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent
      shall promptly cause such proceeds to be paid to the Borrower or the applicable
      Guarantor and (B) an Event of Default shall have occurred and be continuing
      or
      the Borrower fails to be in compliance with Section
      6.06(a)
      (without
      giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent
      shall promptly cause such proceeds to be deposited into the account of the
      Borrower or the applicable Guarantor maintained for such purpose with the
      Administrative Agent that is subject to a Full Control Agreement and such
      proceeds shall be applied or released from such account in accordance with
      Section
      2.10(a).

     

    
      
         

      

      
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    (c)  At
      the
      Borrower’s request, (i) the Lien on an operating asset constituting Collateral
      in connection with any financing permitted pursuant to (x) Section
      6.03(l)
      secured
      by such operating asset or (y) Section
      6.03(y)
      or (ii)
      the Lien on an asset constituting Eligible Collateral will be promptly released,
      provided,
      in each
      case, that the following conditions are satisfied or waived: (A) no Event of
      Default or event which upon notice or lapse of time or both would constitute
      an
      Event of Default shall have occurred and be continuing, (B) either (x) after
      giving effect to such release, the remaining Eligible Collateral shall continue
      to satisfy this Section
      6.06,
      (y) the
      Borrower shall prepay the Loans in an amount required to comply with this
Section
      6.06,
      or (z)
      the Borrower shall deliver to the Collateral Agent Cure Collateral in an amount
      required to comply with this Section
      6.06,
      and (C)
      the Borrower shall deliver an Officer’s Certificate demonstrating compliance
      with this Section
      6.06
      following such release. In connection herewith, the Collateral Agent agrees
      to
      promptly provide any documents or releases reasonably requested by the Borrower
      to evidence such release.

     

    SECTION
      6.07.  Dividends;
      Capital Stock.
       Declare or pay, directly or indirectly, or otherwise make any Restricted
      Payment or set apart any sum for the aforesaid purposes, except (a)
      dividends or other distributions or transfers to the Borrower or another
      Guarantor; (b)
      dividends by any Guarantor to any other holder of its equity on a pro rata
      basis; (c)
      dividends in the form of capital stock or increases in the aggregate liquidation
      value of any preferred stock; (d)
      repurchases of Equity Interests deemed to occur upon (i) the exercise of stock
      options if the Equity Interests represent a portion of the exercise price
      thereof or (ii) the withholding of a portion of Equity Interests issued to
      (A)
      employees under the Plan of Reorganization and (B) employees and other
      participants under an equity compensation program of the Borrower or its
      Subsidiaries, in each case to cover withholding tax obligations of such persons
      in respect of such issuance; (e)
      dividends or repurchases of Equity Interests with the proceeds from the issuance
      of additional Equity Interests or subordinated Indebtedness permitted hereunder,
      provided
      that no
      Event of Default shall have occurred and be continuing at the time of payment
      of
      such dividend; (f)
      to the
      extent not otherwise permitted under clauses (c) or (e) of this Section,
      dividends or other distributions or transfers pursuant to stock option plans,
      other benefit plans or other arrangements for management or employees of the
      Borrower and its Subsidiaries in a maximum aggregate amount not to exceed
      $2,300,000; and (g)
      other
      Restricted Payments in an aggregate amount not to exceed $1,150,000
      annually.

     

    
      
         

      

      
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    SECTION
      6.08.  Transactions
      with Affiliates.
       Sell or transfer any property or assets to, or otherwise engage in any
      other material transactions with, any of its Affiliates (other than the Borrower
      and its Subsidiaries), other than (a)
      on
      overall terms and conditions not less favorable to the Borrower or such
      Guarantor than could be obtained on an arm’s-length basis from unrelated third
      parties; (b)
      transactions contemplated by the Plan of Reorganization; (c)
      fees and
      compensation paid to, and indemnities provided on behalf of, officers, directors
      or employees of the Borrower or any Guarantor as reasonably determined by the
      board of directors or senior management, as the case may be, of the Borrower
      or
      any Guarantor; (d)
      any
      dividends, other distributions or payments permitted by Section
      6.07;
      (e)
      the
      existence of, and the performance by a Guarantor or the Borrower of its
      obligations under the terms of, any limited liability company, limited
      partnership or other organization document or securityholders agreement
      (including any registration rights agreement or purchase agreement related
      thereto) to which it is a party on the Closing Date and set forth on Schedule
      6.08,
      and
      similar agreements that it may enter into thereafter; (f)
      the
      provision of any legal, accounting or administrative services to the Borrower
      or
      any of its Subsidiaries in the ordinary course of business in accordance with
      past practices; and (g)
      transactions with Affiliates set forth on Schedule 6.08.

     

    SECTION
      6.09.  Investments,
      Loans and Advances.
       Purchase, hold or acquire any Investments, except for: 

     

    (a)    ownership
      by the Borrower and the Guarantors of the capital stock of each of the
      Subsidiaries subject in each case to Section
      6.02;
      

     

    (b)    Permitted
      Investments; 

     

    (c)    advances
      and loans among the Borrower and the Guarantors; 

     

    (d)    Investments
      in the Escrow Accounts and other trust accounts; 

     

    (e)    Investments
      existing on the date hereof and described on Schedule 6.09
      hereto;


     

    (f)    Investments
      in connection with (i) foreign exchange contracts, currency swap agreements,
      currency future or option contracts and other similar agreements designed to
      hedge against fluctuations in foreign interest rates and currency values, (ii)
      interest rate swap, cap or collar agreements and interest rate future or option
      contracts and other similar agreements designed to hedge against fluctuations
      in
      interest rates, and (iii) fuel hedges and other derivatives contracts, in each
      case to the extent that such agreement or contract is entered into for bona
      fide
      hedging purposes and (other than in the case of fuel hedges) in the ordinary
      course of business; 

     

    
      
         

      

      
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    (g)    Investments
      received (x) in settlement of amounts due to any of the Borrower and the
      Guarantors effected in the ordinary course of business (including as a result
      of
      dispositions permitted by this Agreement) or (y) in connection with the
      bankruptcy or the reorganization of any customers or suppliers; 

     

    (h)    Investments
      in an amount not to exceed $172,500,000 in the aggregate at any one time
      outstanding in connection with (1) Investments in travel or airline related
      businesses made in connection with marketing and promotion agreements, alliance
      agreements, distribution agreements, agreements with respect to fuel
      consortiums, agreements relating to flight training, agreements relating to
      insurance arrangements, agreements relating to parts management systems and
      other similar agreements, (2) additional Investments in joint ventures listed
      on
      Schedule 6.09
      or
      Investments in new joint ventures made after the Closing Date, and (3)
      Investments by the Borrower and the Guarantors not otherwise permitted under
      this Agreement; 

     

    (i)    advances
      to officers, directors and employees of the Borrower and the Guarantors in
      an
      aggregate not to exceed (i) $287,500 at any time outstanding to any individual
      officer, director or employee or (ii) $5,750,000 in the aggregate at any time
      outstanding for all such advances; 

     

    (j)    Investments
      held or invested in by any of the Borrower and the Guarantors in the form of
      foreign cash equivalents in the ordinary course of business; 

     

    (k)    advances
      to officers, directors and employees of the Borrower and the Guarantors in
      connection with relocation expenses or signing bonuses for newly hired officers,
      directors or employees of the Borrower and the Guarantors; 

     

    (l)    Investments
      in the form of lease, utility and other similar deposits or any other deposits
      permitted hereunder in the ordinary course of business; 

     

    (m)    pledges
      and deposits by the Borrower and the Guarantors permitted under Sections
6.01
      or
6.03;
      

     

    (n)    (i)
      Investments and guarantees by the Borrower and the Guarantors permitted under
      Sections 6.01
      or
6.03,
      (ii)
      Guarantees in the ordinary course of business of obligations that do not
      constitute Indebtedness of (A) the Borrower or any of its Subsidiaries or (B)
      any regional air carrier that is a member of the Delta Connection program owed
      to airport operators in connection with its activities under the Delta
      Connection program and (iii) advances to airport operators of landing fees
      and
      other customary airport charges on behalf of carriers for which the Borrower
      or
      any of its Subsidiaries provides ground handling services; 

     

    (o)    loans
      or
      Investments by the Borrower or any Guarantor that could otherwise be made as
      a
      distribution permitted under Section
      6.07;
      provided
      that for
      purposes of Section
      6.07
      such
      loan or Investment shall be treated as a distribution thereunder; 

     

    
      
         

      

      
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    (p)    Investments
      held by the Borrower or any Guarantor to the extent such Investments reflect
      an
      increase in the value of Investments; 

     

    (q)    Investments
      by the Borrower and the Guarantors creating new Subsidiaries so long as they
      comply with Section
      5.14
      hereof;


     

    (r)    Investments
      in Subsidiaries which are not Guarantors in an aggregate amount not to exceed
      $28,750,000 in the aggregate at any one time outstanding; 

     

    (s)    Investments
      in Aero Assurance, Ltd. or New Sky, Ltd., to the extent reasonably necessary
      to
      support the working capital insurance obligations of the Borrower and the
      Guarantors; 

     

    (t)    any
      Permitted Acquisition by the Borrower or any Guarantor so long as (1) on a
      pro
      forma basis after giving effect to such Permitted Acquisition, the Borrower
      and
      the Guarantors shall be in compliance with Sections 6.04,
      6.05
      and
6.06
      and (2)
      in the event the purchase price for such Permitted Acquisition exceeds
      $750,000,000, the sum of (A) the unrestricted cash of the Borrower and its
      Subsidiaries and (B) the Unused Total Revolving Commitment, in each case, as
      determined immediately prior to such acquisition, shall be no less than
      $1,500,000,000; 

     

    (u)    any
      Investments acquired in connection with Permitted Acquisitions; 

     

    (v)    capitalization
      or forgiveness of any Indebtedness owed to the Borrower by any Guarantor or
      owed
      to any Guarantor by the Borrower or any other Guarantor; 

     

    (w)    cancellation,
      forgiveness, set-off, or acceptance of prepayments by the Borrower or any
      Guarantor with respect to debt, other obligations and/or equity securities
      in
      the ordinary course of business and to the extent not otherwise prohibited
      by
      the terms of this Agreement; 

     

    (x)    Investments
      consisting of the acquisition of equity interests pursuant to Sections
6.07(d)
      and
6.07(e);

     

    (y)    the
      Borrower and the Guarantors may hold Investments comprised of notes payable,
      or
      stock or other securities issued by Account Debtors to the Borrower or such
      Guarantor, as the case may be, pursuant to negotiated agreements with respect
      to
      settlement of such Account Debtor’s Accounts in the ordinary course of business,
      consistent with past practices;

     

    (z)    the
      Borrower and the Guarantors may make Investments with the funds held in the
      Excluded Accounts;

     

    (aa)    the
      Borrower may make any Investment in any Guarantor, any Guarantor may make any
      Investment in the Borrower and any Guarantor may make any Investment in any
      other Guarantor; 

     

    
      
         

      

      
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    (bb)    the
      Borrower may make Investments in the form of advances under a revolving loan
      facility in an aggregate principal amount not to exceed $28,750,000 outstanding
      at any time, to the Borrower’s Plans or any similar benefit plans of the
      Borrower (together, the “Benefits
      Plans”)
      for
      the payment of ordinary operating expenses of the Benefits Plans (including
      the
      payment of benefits in accordance with the terms of the Benefits Plans and
      periodic premiums under insurance or annuity contracts) or for the purposes
      incidental to the ordinary operation of the Benefits Plans; 

     

    (cc)    Investments
      resulting from any sale or other Disposition of assets otherwise permitted
      by
Section
      6.10;
      and

     

    (dd)    the
      Borrower and the Guarantors may make other Investments in an aggregate amount
      outstanding at any one time not to exceed $28,750,000 for all Investments made
      pursuant to this clause (dd). 

     

    The
      amount of any investment or loan shall be the initial amount of such investment
      less all returns of principal, capital, dividends and other cash returns thereof
      and less all liabilities expressly assumed by another person in connection
      with
      the sale of such investment.

     

    SECTION
      6.10.  Disposition
      of Assets.
       Sell or otherwise Dispose of any Collateral (including, without
      limitation, the capital stock of any Subsidiary, but excluding any Permitted
      Disposition), except that such sale or other Disposition of Collateral shall
      be
      permitted provided that upon consummation of any such sale or other Disposition
      (i) no Event of Default shall have occurred and be continuing and (ii) the
      Borrower is in compliance, after giving effect to the grace periods referred
      to
      in Section
      6.06
      and
      after giving effect to such sale or other Disposition (including any deposit
      of
      any Net Cash Proceeds received upon consummation thereof in an account subject
      to a Full Control Agreement), with Section
      6.06
      hereof;
provided
      that
      nothing contained in this Section 6.10 is intended to excuse performance by
      the
      Borrower or any Guarantor of any requirement of any Collateral Document that
      would be applicable to a Disposition permitted hereunder.

     

    SECTION
      6.11.  Nature
      of Business.
       Enter into any business that is materially different from those conducted
      by the Borrower and the Guarantors on the Closing Date, except for any business
      ancillary to the businesses conducted by the Borrower and the Guarantors on
      the
      Closing Date.

     

    SECTION
      6.12.  Fiscal
      Year.
       Change the last day of its fiscal year from December 31.

     

    SECTION
      7.


    EVENTS
      OF DEFAULT

     

    SECTION
      7.01.  Events
      of Default.
       In the case of the happening of any of the following events and the
      continuance thereof beyond the applicable grace period if any (each, an
“Event
      of Default”):

     

    
      
         

      

      
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    (a)  any
      representation or warranty made by the Borrower or any Guarantor in this
      Agreement, in any other Loan Document or in any written document required to
      be
      delivered in connection herewith or therewith, shall prove to have been false
      or
      materially misleading when made or delivered; or

     

    (b)  default
      shall be made in the payment of any (i) Fees or interest on the Loans and such
      default shall continue unremedied for more than five (5) Business Days, (ii)
      other amounts payable hereunder when due (other than amounts set forth in
      clauses (i) and (iii) hereof), and such default shall continue unremedied for
      more than ten (10) Business Days, or
      (iii) principal of the Loans, when and as the same shall become due and
      payable, whether at the due date thereof or at a date fixed for prepayment
      thereof or by acceleration thereof or otherwise; or

     

    (c)  default
      shall be made by the Borrower or any Guarantor in the due observance or
      performance of any covenant, condition or agreement contained in Section
      6
      hereof
      (subject to the Borrower’s right to cure non-compliance with the covenants
      contained in Section 6.06(a) as described therein); or 

     

    (d)  default
      shall be made by the Borrower or any Guarantor in the due observance or
      performance of any other covenant, condition or agreement to be observed or
      performed pursuant to the terms of this Agreement or any of the other Loan
      Documents and such default shall continue unremedied for more than thirty (30)
      days from the earlier of (i) a Responsible Officer having knowledge of such
      default and (ii) written notice by the Administrative Agent of such default;
      or

     

    (e)  other
      than with respect to (x) any Qualified Restructuring Indebtedness and (y) any
      Specified Jet Fuel Action, the Borrower or any Guarantor or any of their
      respective Subsidiaries shall fail to make any payment of principal,
      interest or premium in respect of any Material Indebtedness, when and as the
      same shall become due and payable (after giving effect to any applicable grace
      periods or waivers or amendments); or

     

    (f)  other
      than with respect to (x) any Qualified Restructuring Indebtedness, (y) any
      Specified Jet Fuel Action and (z) the Regional Airports Improvement Corporation
      Facilities Sublease Refunding Revenue Bonds, Issue of 1996, Delta Air Lines,
      Inc. (Los Angeles International Airport), any event or condition occurs that
      results in any Material Indebtedness becoming due prior to its scheduled
      maturity or (in the case of any Material Indebtedness other than Indebtedness
      under the First Lien Credit Agreement) that enables or permits (after giving
      effect to any grace periods) the holder or holders of any Material Indebtedness
      or any trustee or agent on its or their behalf to cause any Material
      Indebtedness to become due, or to require the prepayment, repurchase, redemption
      or defeasance thereof, prior to its scheduled maturity, provided
      that the
      foregoing shall not apply to Indebtedness that becomes due as a result of (i)
      the sale, transfer or other disposition (including as a result of a casualty
      or
      condemnation event) of any property or assets pursuant to the terms of such
      Indebtedness to the extent that (A) such sale, transfer or other disposition
      does not give rise to a default thereunder and (B) the payment of such
      Indebtedness is made in accordance with the terms of such Indebtedness with
      the
      proceeds of such sale, transfer or other disposition or (ii) in the case of
      any
      ARB Indebtedness, a change in law causing a determination of taxability-related
      call in respect of such ARB Indebtedness; or

     

    
      
         

      

      
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    (g)  an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      the Borrower or any Guarantor or its debts, or of a substantial part of its
      assets, under any Federal, state or foreign bankruptcy, insolvency, receivership
      or similar law now or hereafter in effect or (ii) the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar official
      for
      the Borrower or any Guarantor for a substantial part of its assets, and, in
      any
      such case, such proceeding or petition shall continue undismissed for sixty
      (60)
      days or an order or decree approving or ordering any of the foregoing shall
      be
      entered; or

     

    (h)  the
      Borrower or any Guarantor shall (i) voluntarily commence any proceeding or
      file any petition seeking liquidation, reorganization or other relief under
      any
      Federal, state or foreign bankruptcy, insolvency, receivership or similar law
      now or hereafter in effect, (ii) consent to the institution of, or fail to
      contest in a timely and appropriate manner, any proceeding or petition described
      in clause (h) of this Article, (iii) apply for or consent to the
      appointment of a receiver, trustee, custodian, sequestrator, conservator or
      similar official for the Borrower or any Guarantor or for a substantial part
      of
      its assets, (iv) file an answer admitting the material allegations of a
      petition filed against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors or (vi) take any action for the
      purpose of effecting any of the foregoing; or

     

    (i)  the
      Borrower or any Guarantor admits in writing its inability to pay its debts;
      or

     

    (j)  a
      Change
      of Control shall occur; or

     

    (k)  any
      material provision of any Loan Document shall, for any reason, cease to be
      valid
      and binding on the Borrower or any of the Guarantors, or the Borrower or any
      of
      the Guarantors shall so assert in any pleading filed in any court or any
      material portion of any Lien on the Collateral (as reasonably determined by
      the
      Administrative Agent, the Collateral Agent and the Borrower) intended to be
      created by the Loan Documents shall cease to be or shall not be a valid and
      perfected Lien having the priorities contemplated hereby or thereby; or


     

    (l)  any
      final
      judgment in excess of $57,500,000 (exclusive of any Qualified Judgment, any
      Specified Jet Fuel Action and any judgment or order the amounts of which are
      fully covered by insurance less any applicable deductible and as to which the
      insurer has been notified of such judgment and has not denied coverage) shall
      be
      rendered against the Borrower or any of the Guarantors and the enforcement
      thereof shall not have been stayed, vacated, satisfied, discharged or bonded
      pending appeal within sixty (60) consecutive days; or

     

    (m)  any
      Termination Event that could reasonably be expected to result in a Material
      Adverse Effect shall have occurred; or

     

    (n)  (i)
      the
      Borrower or any ERISA Affiliate thereof shall have been notified by the sponsor
      or trustee of a Multiemployer Plan that it has incurred Withdrawal Liability
      to
      such Multiemployer Plan, (ii) the Borrower or such ERISA Affiliate does not
      have
      reasonable grounds, in the opinion of the Administrative Agent, to contest
      such
      Withdrawal Liability and is not in fact contesting such Withdrawal Liability
      in
      a timely and appropriate manner, and (iii) the amount of such Withdrawal
      Liability specified in such notice, when aggregated with all other amounts
      required to be paid to Multiemployer Plans in connection with Withdrawal
      Liabilities (determined as of the date of such notification), exceeds an amount
      that could reasonably be expected to result in a Material Adverse Effect;
      or

     

    
      
         

      

      
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    (o)  the
      Borrower or any ERISA Affiliate thereof shall have been notified by the sponsor
      of a Multiemployer Plan that such Multiemployer Plan is in reorganization or
      is
      being terminated, within the meaning of Title IV of ERISA, if as a result of
      such reorganization or termination the aggregate annual contributions of the
      Borrower and its ERISA Affiliates to all Multiemployer Plans that are then
      in
      reorganization or being terminated have been or will be increased over the
      amounts contributed to such Multiemployer Plans for the plan years that include
      the date hereof by an amount that could reasonably be expected to result in
      a
      Material Adverse Effect; or

     

    (p)  it
      shall
      be determined that the Borrower or any Guarantor is liable for the payment
      of
      claims arising out of any failure to comply (or to have complied) with
      applicable Environmental Laws or regulations or requirements of Airport
      Authorities (with respect to environmental matters) the payment of which will
      have a Material Adverse Effect, and the enforcement thereof shall not have
      been
      stayed, vacated or discharged within 30 days; or

     

    (q)  all
      or
      substantially all of the Borrower’s flights and operations are suspended for
      more than two (2) consecutive days (other than as a result of an FAA suspension
      due to force majeure or any other extraordinary event similarly affecting major
      United States air carriers having both substantial domestic and international
      operations);

     

    then,
      and
      in every such event and at any time thereafter during the continuance of such
      event, the Administrative Agent may, and at the request of the Required Lenders,
      the Administrative Agent shall, by written notice to the Borrower, take one
      or
      more of the following actions, at the same or different times: (i) declare
      the
      Loans or any portion thereof then outstanding to be forthwith due and payable,
      whereupon the principal of the Loans together with accrued interest thereon
      and
      any unpaid accrued Fees and all other liabilities of the Borrower accrued
      hereunder and under any other Loan Document, shall become forthwith due and
      payable, without presentment, demand, protest or any other notice of any kind,
      all of which are hereby expressly waived by the Borrower and the Guarantors,
      anything contained herein or in any other Loan Document to the contrary
      notwithstanding; (ii) set-off amounts in any accounts (other than Escrow
      Accounts, Payroll Accounts or other accounts held in trust for an identified
      beneficiary) maintained with the Administrative Agent or the Collateral Agent
      (or any of their respective affiliates) and apply such amounts to the
      obligations of the Borrower and the Guarantors hereunder and in the other Loan
      Documents; and (iii) exercise any and all remedies under the Loan Documents
      and
      under applicable law available to the Administrative Agent, the Collateral
      Agent
      and the Lenders. In case of any event with respect to the Borrower described
      in
      clause (g) or (h) of this Section, the principal of the Loans then outstanding,
      together with accrued interest thereon and all fees and other obligations of
      the
      Borrower accrued hereunder, shall automatically become due and payable, without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by the Borrower. Any payment received as a result of the exercise
      of remedies hereunder shall be applied in accordance with Section
      2.15(b).

     

    
      
         

      

      
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    SECTION
      8.

     

    THE
      AGENTS

     

    SECTION
      8.01.  Administration
      by Agents.
       (a)
       Each
      of the Lenders hereby irrevocably appoints the Administrative Agent and the
      Collateral Agent as its agents and authorizes the Administrative Agent and
      the
      Collateral Agent to take such actions on its behalf and to exercise such powers
      as are delegated to the Administrative Agent and the Collateral Agent by the
      terms hereof, together with such actions and powers as are reasonably incidental
      thereto.

     

    (b)  Each
      of
      the Lenders hereby authorizes the Administrative Agent and the Collateral Agent,
      as applicable, and in their sole discretion:

     

    (i)  in
      connection with the sale or other disposition of any asset that is part of
      the
      Collateral of the Borrower or any Guarantor, as the case may be, to the extent
      permitted by the terms of this Agreement, to release a Lien granted to the
      Collateral Agent, for the benefit of the Second Priority Secured Parties, on
      such asset; 

     

    (ii)  to
      determine that the cost to the Borrower or any Guarantor, as the case may be,
      is
      disproportionate to the benefit to be realized by the Second Priority Secured
      Parties by perfecting a Lien in a given asset or group of assets included in
      the
      Collateral and that the Borrower or such Guarantor, as the case may be, should
      not be required to perfect such Lien in favor of the Collateral Agent, for
      the
      benefit of the Second Priority Secured Parties;

     

    (iii)  to
      enter
      into and perform its obligations under the other Loan Documents;
      and

     

    (iv)  to
      enter
      into intercreditor and/or subordination agreements in accordance with
Section
      6.01(n)
      on terms
      acceptable to the Administrative Agent.

     

    SECTION
      8.02.  Rights
      of Administrative Agent and Collateral Agent.
       Any institution serving as the Administrative Agent and the Collateral
      Agent hereunder shall have the same rights and powers in their respective
      capacities as Lenders as any other Lender and may exercise the same as though
      it
      were not an Administrative Agent or Collateral Agent, and such bank and its
      respective Affiliates may accept deposits from, lend money to and generally
      engage in any kind of business with the Borrower or any Subsidiary or other
      Affiliate thereof as if it were not an Administrative Agent or Collateral Agent
      hereunder.

     

    SECTION
      8.03.  Liability
      of Agents.

     

    (a)  The
      Administrative Agent and the Collateral Agent shall not have any duties or
      obligations except those expressly set forth herein. Without limiting the
      generality of the foregoing, (i) the Administrative Agent and the
      Collateral Agent shall not be subject to any fiduciary or other implied duties,
      regardless of whether an Event of Default has occurred and is continuing,
      (ii) the Administrative Agent and the Collateral Agent shall not have any
      duty to take any discretionary action or exercise any discretionary powers,
      except discretionary rights and powers expressly contemplated hereby that each
      such agent is required to exercise in writing as directed by the Required
      Lenders (or such other number or percentage of the Lenders as shall be necessary
      under the circumstances as provided in Section
      10.08),
      and
      (iii) except as expressly set forth herein, the Administrative Agent and the
      Collateral Agent shall not have any duty to disclose, and shall not be liable
      for the failure to disclose, any information relating to the Borrower or any
      of
      its Subsidiaries that is communicated to or obtained by the institution serving
      as an Administrative Agent or Collateral Agent or any of its Affiliates in
      any
      capacity. Neither the Administrative Agent nor the Collateral Agent shall be
      liable for any action taken or not taken by it with the consent or at the
      request of the Required Lenders (or such other number or percentage of the
      Lenders as shall be necessary under the circumstances as provided in
Section
      10.08)
      or in
      the absence of its own gross negligence, bad faith or willful misconduct. The
      Administrative Agent and the Collateral Agent shall be deemed not to have
      knowledge of any Event of Default unless and until written notice thereof is
      given to the Administrative Agent and the Collateral Agent by the Borrower
      or a
      Lender, and the Administrative Agent and the Collateral Agent shall not be
      responsible for, or have any duty to ascertain or inquire into, (A) any
      statement, warranty or representation made in or in connection with this
      Agreement, (B) the contents of any certificate, report or other document
      delivered hereunder or in connection herewith, (C) the performance or
      observance of any of the covenants, agreements or other terms or conditions
      set
      forth herein, (D) the validity, enforceability, effectiveness or
      genuineness of this Agreement or any other agreement, instrument or document,
      or
      (E) the satisfaction of any condition set forth in Section
      4
      or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to the Administrative Agent and the Collateral Agent. 

     

    
      
         

      

      
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    (b)  The
      Administrative Agent and the Collateral Agent shall be entitled to rely upon,
      and shall not incur any liability for relying upon, any notice, request,
      certificate, consent, statement, instrument, document or other writing believed
      by it to be genuine and to have been signed or sent by the proper Person. The
      Administrative Agent and the Collateral Agent also may rely upon any statement
      made to it orally or by telephone and believed by it to be made by the proper
      Person, and shall not incur any liability for relying thereon. The
      Administrative Agent and the Collateral Agent may consult with legal counsel
      (who may be counsel for the Borrower), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.

     

    (c)  Each
      of
      the Administrative Agent and the Collateral Agent may perform any and all of
      its
      respective duties and exercise its respective rights and powers by or through
      any one or more sub-agents appointed by such agent. The Administrative Agent
      and
      the Collateral Agent and any such sub-agent may perform any and all of its
      duties and exercise its rights and powers through its Related Parties. The
      exculpatory provisions of the preceding paragraphs shall apply to any such
      sub-agent and to the Related Parties of the Administrative Agent and the
      Collateral Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Administrative Agent and Collateral
      Agent.

     

    SECTION
      8.04.  Reimbursement
      and Indemnification.
       Each Lender agrees (a) to reimburse on demand the Administrative Agent
      (and the Collateral Agent) for such Lender’s Aggregate Exposure Percentage of
      any expenses and fees incurred for the benefit of the Lenders under this
      Agreement and any of the Loan Documents, including, without limitation, counsel
      fees and compensation of agents and employees paid for services rendered on
      behalf of the Lenders, and any other expense incurred in connection with the
      operations or enforcement thereof, not reimbursed by the Borrower or the
      Guarantors and (b) to indemnify and hold harmless the Administrative Agent
      and
      the Collateral Agent and any of their Related Parties, on demand, in the amount
      equal to such Lender’s Aggregate Exposure Percentage, from and against any and
      all liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses, or disbursements of any kind or nature whatsoever which
      may be imposed on, incurred by, or asserted against it or any of them in any
      way
      relating to or arising out of this Agreement or any of the Loan Documents or
      any
      action taken or omitted by it or any of them under this Agreement or any of
      the
      Loan Documents to the extent not reimbursed by the Borrower or the Guarantors
      (except such as shall result from their respective gross negligence or willful
      misconduct).

     

    
      
         

      

      
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    SECTION
      8.05.  Successor
      Agents.
       Subject to the appointment and acceptance of a successor agent as provided
      in this paragraph, the Administrative Agent may resign at any time by notifying
      the Lenders and the Borrower. Upon any such resignation by the Administrative
      Agent, the Required Lenders shall have the right, with the consent (provided
      no
      Event of Default or event which upon notice or lapse of time or both would
      constitute an Event of Default has occurred or is continuing) of the Borrower,
      to appoint a successor. If no successor shall have been so appointed by the
      Required Lenders and shall have accepted such appointment within 30 days
      after the retiring Administrative Agent gives notice of its resignation, then
      the retiring Administrative Agent may, in consultation with the Borrower, on
      behalf of the Lenders, appoint a successor Administrative Agent which shall
      be a
      bank institution with an office in New York, New York, or an Affiliate of any
      such bank. Upon the acceptance of its appointment as Administrative Agent
      hereunder by a successor, such successor shall succeed to and become vested
      with
      all the rights, powers, privileges and duties of the retiring Administrative
      Agent, and the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder. The fees payable by the Borrower to a successor
      Administrative Agent shall be the same as those payable to its predecessor
      unless otherwise agreed between the Borrower and such successor. After the
      retiring Administrative Agent’s resignation hereunder, the provisions of this
      Article and Section
      10.04
      shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      sub-agents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while it was acting as an Administrative
      Agent.

     

    SECTION
      8.06.  Independent
      Lenders. 
      Each Lender acknowledges that it has, independently and without reliance upon
      the Administrative Agent or the Collateral Agent or any other Lender and based
      on such documents and information as it has deemed appropriate, made its own
      credit analysis and decision to enter into this Agreement. Each Lender also
      acknowledges that it will, independently and without reliance upon the
      Administrative Agent or any other Lender and based on such documents and
      information as it shall from time to time deem appropriate, continue to make
      its
      own decisions in taking or not taking action under or based upon this Agreement,
      any related agreement or any document furnished hereunder or
      thereunder.

     

    SECTION
      8.07.  Advances
      and Payments.

     

    
      
         

      

      
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    (a)  On
      the
      date of each Loan, the Administrative Agent shall be authorized (but not
      obligated) to advance, for the account of each of the Lenders, the amount of
      the
      Loan to be made by it in accordance with its Second Lien Term Loan Commitment
      hereunder. Should the Administrative Agent do so, each of the Lenders agrees
      forthwith to reimburse the Administrative Agent in immediately available funds
      for the amount so advanced on its behalf by the Administrative Agent, together
      with interest at the Federal Funds Effective Rate if not so reimbursed on the
      date due from and including such date but not including the date of
      reimbursement.

     

    (b)  Any
      amounts received by the Administrative Agent in connection with this Agreement
      (other than amounts to which the Administrative Agent is entitled pursuant
      to
      Sections 2.16,
      8.04
      and
10.04),
      the
      application of which is not otherwise provided for in this Agreement, shall
      be
      applied in accordance with Section
      2.15(b).
      All
      amounts to be paid to a Lender by the Administrative Agent shall be credited
      to
      that Lender, after collection by the Administrative Agent, in immediately
      available funds either by wire transfer or deposit in that Lender’s
      correspondent account with the Administrative Agent, as such Lender and the
      Administrative Agent shall from time to time agree.

     

    SECTION
      8.08.  Sharing
      of Setoffs.
       Each Lender agrees that if it shall, through the exercise either by it or
      any of its banking Affiliates of a right of banker’s lien, setoff or
      counterclaim against the Borrower or a Guarantor, including, but not limited
      to,
      a secured claim under Section 506 of the Bankruptcy Code or other security
      or
      interest arising from, or in lieu of, such secured claim and received by such
      Lender (or any of its banking Affiliates) under any applicable bankruptcy,
      insolvency or other similar law, or otherwise, obtain payment in respect of
      its
      Loans as a result of which the unpaid portion of its Loans is proportionately
      less than the unpaid portion of the Loans of any other Lender (a) it shall
      promptly purchase at par (and shall be deemed to have thereupon purchased)
      from
      such other Lender a participation in the Loans of such other Lender, so that
      the
      aggregate unpaid principal amount of each Lender’s Loans and its participation
      in Loans of the other Lenders shall be in the same proportion to the aggregate
      unpaid principal amount of all Loans then outstanding as the principal amount
      of
      its Loans prior to the obtaining of such payment was to the principal amount
      of
      all Loans outstanding prior to the obtaining of such payment and (b) such other
      adjustments shall be made from time to time as shall be equitable to ensure
      that
      the Lenders share such payment pro-rata,
      provided,
      that if
      any such non-pro-rata
      payment
      is thereafter recovered or otherwise set aside, such purchase of participations
      shall be rescinded (without interest). The Borrower expressly consents to the
      foregoing arrangements and agrees that any Lender holding (or deemed to be
      holding) a participation in a Loan acquired pursuant to this Section or any
      of
      its banking Affiliates may exercise any and all rights of banker’s lien, setoff
      or counterclaim with respect to any and all moneys owing by the Borrower to
      such
      Lender as fully as if such Lender was the original obligee thereon, in the
      amount of such participation.

     

    SECTION
      8.09.  Other
      Agents.
       No Agent (other than the Administrative Agent and the Collateral Agent)
      shall have any right, power, obligation, liability, responsibility or duty
      under
      this Agreement other than those applicable to all Lenders as such. Without
      limiting the foregoing, no such Agent shall have or be deemed to have any
      fiduciary relationship with any Lender. Each Lender acknowledges that it has
      not
      relied, and will not rely, on any such Agent in deciding to enter into this
      Agreement or in taking or not taking action hereunder.
      Each
      such Agent shall be entitled to the benefit of the exculpation and
      indemnification provided in this Section 8 to the same extent as the
      Administrative Agent and the Collateral Agent.

     

    
      
         

      

      
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    SECTION
      9.

     

    GUARANTY

     

    SECTION
      9.01.  Guaranty.

     

    (a)  Each
      of
      the Guarantors unconditionally and irrevocably guarantees the due and punctual
      payment by the Borrower of the Second Priority Obligations (including interest
      accruing on and after the filing of any petition in bankruptcy or of
      reorganization of the obligor whether or not post filing interest is allowed
      in
      such proceeding). Each of the Guarantors further agrees that, to the extent
      permitted by applicable law, the Second Priority Obligations may be extended
      or
      renewed, in whole or in part, without notice to or further assent from it,
      and
      it will remain bound upon this guaranty notwithstanding any extension or renewal
      of any of the Second Priority Obligations. The Second Priority Obligations
      of
      the Guarantors shall be joint and several.

     

    (b)  To
      the
      extent permitted by applicable law, each of the Guarantors waives presentation
      to, demand for payment from and protest to the Borrower or any other Guarantor,
      and also waives notice of protest for nonpayment. The obligations of the
      Guarantors hereunder shall not, to the extent permitted by applicable law,
      be
      affected by (i) the failure of the Administrative Agent or a Lender to assert
      any claim or demand or to enforce any right or remedy against the Borrower
      or
      any other Guarantor under the provisions of this Agreement or any other Loan
      Document or otherwise; (ii) any extension or renewal of any provision hereof
      or
      thereof; (iii) any rescission, waiver, compromise, acceleration, amendment
      or
      modification of any of the terms or provisions of any of the Loan Documents;
      (iv) the release, exchange, waiver or foreclosure of any security held by the
      Collateral Agent for the Second Priority Obligations or any of them; (v) the
      failure of the Collateral Agent or a Lender to exercise any right or remedy
      against any other Guarantor; or (vi) the release or substitution of any
      Collateral or any other Guarantor.

     

    (c)  To
      the
      extent permitted by applicable law, each of the Guarantors further agrees that
      this guaranty constitutes a guaranty of payment when due and not just of
      collection, and waives any right to require that any resort be had by the
      Administrative Agent, the Collateral Agent or a Lender to any security held
      for
      payment of the Second Priority Obligations or to any balance of any deposit,
      account or credit on the books of the Administrative Agent, the Collateral
      Agent
      or a Lender in favor of the Borrower or any other Guarantor, or to any other
      Person.

     

    (d)  To
      the
      extent permitted by applicable law, each of the Guarantors hereby waives any
      defense that it might have based on a failure to remain informed of the
      financial condition of the Borrower and of any other Guarantor and any
      circumstances affecting the ability of the Borrower to perform under this
      Agreement.

     

    (e)  To
      the
      extent permitted by applicable law, each Guarantor’s guaranty shall not be
      affected by the genuineness, validity, regularity or enforceability of the
      Second Priority Obligations or any other instrument evidencing any Second
      Priority Obligations, or by the existence, validity, enforceability, perfection,
      or extent of any collateral therefor or by any other circumstance relating
      to
      the Second Priority Obligations which might otherwise constitute a defense
      to
      this guaranty (other than the occurrence of the Second Priority Obligations
      Payment Date). None of the Administrative Agent, the Collateral Agent, nor
      any
      of the Lenders makes any representation or warranty in respect to any such
      circumstances or shall have any duty or responsibility whatsoever to any
      Guarantor in respect of the management and maintenance of the Second Priority
      Obligations.

     

    
      
         

      

      
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    (f)  Upon
      the
      occurrence of the Obligations becoming due and payable (by acceleration or
      otherwise), the Lenders shall be entitled to immediate payment of such
      Obligations by the Guarantors upon written demand by the Administrative
      Agent.

     

    SECTION
      9.02.  No
      Impairment of Guaranty.
       To the extent permitted by applicable law, the obligations of the
      Guarantors hereunder shall not be subject to any reduction, limitation,
      impairment or termination for any reason, including, without limitation, any
      claim of waiver, release, surrender, alteration or compromise, and shall not
      be
      subject to any defense (other than the occurrence of the Second Priority
      Obligations Payment Date) or set-off, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality or unenforceability of the
      Second Priority Obligations. To the extent permitted by applicable law, without
      limiting the generality of the foregoing, the obligations of the Guarantors
      hereunder shall not be discharged or impaired or otherwise affected by the
      failure of the Administrative Agent, the Collateral Agent or a Lender to assert
      any claim or demand or to enforce any remedy under this Agreement or any other
      agreement, by any waiver or modification of any provision hereof or thereof,
      by
      any default, failure or delay, willful or otherwise, in the performance of
      the
      Second Priority Obligations, or by any other act or thing or omission or delay
      to do any other act or thing which may or might in any manner or to any extent
      vary the risk of the Guarantors or would otherwise operate as a discharge (other
      than the occurrence of the Second Priority Obligations Payment Date) of the
      Guarantors as a matter of law, until the Second Priority Obligations Payment
      Date shall have occurred.

     

    SECTION
      9.03.  Continuation
      and Reinstatement, etc.  Each
      Guarantor further agrees that its guaranty hereunder shall continue to be
      effective or be reinstated, as the case may be, if at any time payment, or
      any
      part thereof, of any Second Priority Obligation is rescinded or must otherwise
      be restored by the Administrative Agent, any Lender or any other Second Priority
      Secured Party upon the bankruptcy or reorganization of the Borrower or a
      Guarantor, or otherwise. 

     

    SECTION
      9.04.  Subrogation.
       Upon payment by any Guarantor of any sums to the Administrative Agent, the
      Collateral Agent or a Lender hereunder, all rights of such Guarantor against
      the
      Borrower arising as a result thereof by way of right of subrogation or
      otherwise, shall in all respects be subordinate and junior in right of payment
      to the prior payment in full of all the Second Priority Obligations (including
      interest accruing on and after the filing of any petition in bankruptcy or
      of
      reorganization of an obligor whether or not post filing interest is allowed
      in
      such proceeding). If any amount shall be paid to such Guarantor for the account
      of the Borrower relating to the Second Priority Obligations, such amount shall
      be held in trust for the benefit of the Administrative Agent and the Lenders
      and
      shall forthwith be paid to the Administrative Agent and the Lenders to be
      credited and applied to the Second Priority Obligations, whether matured or
      unmatured.

     

    
      
         

      

      
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    SECTION
      10.

     

    MISCELLANEOUS

     

    SECTION
      10.01.  Notices.
       (a) 
      Except in the case of notices and other communications expressly permitted
      to be
      given by telephone (and subject to paragraph (b) below), all notices and other
      communications provided for herein or under any other Loan Document shall be
      in
      writing (including by facsimile or electronic mail (other than to the Borrower,
      unless agreed) pursuant to procedures approved by the Administrative Agent),
      and
      shall be delivered by hand or overnight courier service, mailed by certified
      or
      registered mail or sent by telecopy, as follows:

     

    (i)  if
      to the
      Borrower or any Guarantor, to it at Delta Air Lines, Inc., 1030 Delta Boulevard,
      Atlanta, GA 30354, Attention of: (x) Treasurer, Dept. 856, Telecopier No.:
      (404)
      715-4862, Telephone No.: (404) 714-1724 and (y) General Counsel, Dept. 971,
      Telecopier No.: (404) 715-2233, Telephone No.: (404) 715-2611;

     

    (ii)  if
      to
      GSCP as Administrative Agent, to it at c/o Goldman, Sachs & Co., 30 Hudson
      Street, 17th Floor, Jersey City, NJ 07302, Attention: SBD Operations,
      Attention: Pedro Ramirez (Telecopier:  (212) 357-4597, email and for
      delivery of final financial statements for posting: ),
      with a
      copy to Goldman Sachs Credit Partners L.P., 1 New York Plaza, New York, New
      York  10004, Attention: Rob Schatzman (Telecopier:  (212)
      902-3000); and

     

    (iii)  if
      to any
      other Lender, to it at its address (or telecopy number) set forth in Annex
      A
      hereto or, if subsequently delivered, an administrative questionnaire in a
      form
      as the Administrative Agent may require.

     

    (b)  Notices
      and other communications to the Lenders hereunder may be delivered or furnished
      by electronic communications pursuant to procedures approved by the
      Administrative Agent; provided,
      that
      the foregoing shall not apply to notices pursuant to Section
      2
      unless
      otherwise agreed by the Administrative Agent and the applicable Lender. The
      Administrative Agent or the Borrower may, in its reasonable discretion, agree
      to
      accept notices and other communications to it hereunder by electronic
      communications pursuant to procedures approved by it; provided,
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    (c)  Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto. All notices
      and
      other communications given to any party hereto in accordance with the provisions
      of this Agreement shall be deemed to have been given on the date of
      receipt.

     

    SECTION
      10.02.  Successors
      and Assigns.
       (a)
       The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that (i) the Borrower may not assign or otherwise transfer any of their
      rights or obligations hereunder without the prior written consent of each Lender
      (and any attempted assignment or transfer by the Borrower without such consent
      shall be null and void) and (ii) no Lender may assign or otherwise transfer
      its
      rights or obligations hereunder except in accordance with this Section. Nothing
      in this Agreement, expressed or implied, shall be construed to confer upon
      any
      Person (other than the parties hereto, their respective successors and assigns
      permitted hereby, Participants (to the extent provided in paragraph (d) of
      this
      Section) and, to the extent expressly contemplated hereby, the Related Parties
      of the Administrative Agent and the Lenders) any legal or equitable right,
      remedy or claim under or by reason of this Agreement.

     

    
      
         

      

      
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    (b)  (i)
      Subject to the conditions set forth in paragraph (b)(ii) below, any Lender
      may
      assign to one or more assignees all or a portion of its rights and obligations
      under this Agreement (including all or a portion of the Loans at the time owing
      to it) with the prior written consent (such consent not to be unreasonably
      withheld) of:

     

    (A)  the
      Administrative Agent, provided
      that no
      consent of the Administrative Agent shall be required for an assignment of
      all
      or any portion of a Second Lien Term Loan to an assignee that is (I) immediately
      prior to giving effect to such assignment a Lender, (II) an Affiliate of a
      Lender, or (III) an Approved Fund; 

     

    (B)  the
      Borrower; provided
      that no
      consent of the Borrower shall be required for an assignment (I) if an Event
      of
      Default has occurred and is continuing or (II) if the assignee is a Lender,
      an
      Affiliate of a Lender or an Approved Fund.

     

    (ii)  Assignments
      shall be subject to the following additional conditions:

     

    (A)  any
      assignment of any portion of the Loans shall be made to an Eligible
      Assignee;

     

    (B)  except
      in
      the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
      Fund or an assignment of the entire remaining amount of the assigning Lender’s
      Loans, the amount of such Loans of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Acceptance with respect
      to such assignment is delivered to the Administrative Agent) shall not be less
      than $1,000,000, and after giving effect to such assignment, the portion of
      the
      Loan held by the assigning Lender shall not be less than $1,000,000, in each
      case unless the Borrower and the Administrative Agent otherwise consent,
provided
      that no
      such consent of the Borrower shall be required if an Event of Default has
      occurred and is continuing;

     
      

    
      
         

      

      
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    (C)  each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement;

     

    (D)  the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Acceptance, together with a processing and recordation fee
      of
      $3,500 for the account of the Administrative Agent; and

     

    (E)  the
      assignee, if it was not a Lender immediately prior to such assignment, shall
      deliver to the Administrative Agent an administrative questionnaire in a form
      as
      the Administrative Agent may require.

     

    For
      the
      purposes of this Section
      10.02(b),
      the
      term “Approved
      Fund”
means
      any Person (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in the
      ordinary course of its business and that is administered or managed by (a)
      a
      Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
      entity that administers or manages a Lender.

     

    (iii)  Subject
      to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
      Section, from and after the effective date specified in each Assignment and
      Acceptance, the assignee thereunder shall be a party hereto and, to the extent
      of the interest assigned by such Assignment and Acceptance, have the rights
      and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Acceptance, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Acceptance covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of Sections
      2.12,
      2.14
      and
10.04).
      Any
      assignment or transfer by a Lender of rights or obligations under this Agreement
      that does not comply with this Section
      10.02
      shall be
      treated for purposes of this Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with paragraph (d)
      of
      this Section. 

     

    (iv)  The
      Administrative Agent shall maintain at its offices a copy of each Assignment
      and
      Acceptance delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Second Lien Term Loan Commitments of, and
      principal amount of the Loans owing to, each Lender pursuant to the terms hereof
      from time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and the Borrower, the Guarantors,
      the Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrower and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior
      notice.

     

    (c)  Upon
      its
      receipt of a duly completed Assignment and Acceptance executed by an assigning
      Lender and an assignee, the assignee’s completed administrative questionnaire in
      a form as the Administrative Agent may require (unless the assignee shall
      already be a Lender hereunder), the processing and recordation fee referred
      to
      in paragraph (b) of this Section and any written consent to such assignment
      required by paragraph (b) of this Section, the Administrative Agent shall accept
      such Assignment and Acceptance and record the information contained therein
      in
      the Register; provided,
      that if
      either the assigning Lender or the assignee shall have failed to make any
      payment required to be made by it pursuant to Section
      2.03(b)
      or
10.04(c),
      the
      Administrative Agent shall have no obligation to accept such Assignment and
      Acceptance and record the information therein in the Register unless and until
      such payment shall have been made in full, together with all accrued interest
      thereon. No assignment shall be effective for purposes of this Agreement unless
      it has been recorded in the Register as provided in this paragraph.

     

    
      
         

      

      
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    (d)    (i) 
      Any
      Lender may, without the consent of the Borrower or the Administrative Agent,
      sell participations to one or more banks or other entities (a “Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Second Lien Term Loan Commitment and the
      Loans owing to it); provided,
      that
      (A) such Lender’s obligations under this Agreement shall remain unchanged,
      (B) such Lender shall remain solely responsible to the other parties hereto
      for the performance of such obligations and (C) the Borrower, the
      Administrative Agent and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement. Any agreement or instrument pursuant to which
      a Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce this Agreement and to approve any amendment,
      modification or waiver of any provision of this Agreement; provided,
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section
      10.08(a) that
      affects such Participant. Subject to paragraph (d)(ii) of this Section, the
      Borrower agrees that each Participant shall be entitled to the benefits of
      Sections 2.12
      and
2.14 to
      the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to paragraph (b) of this Section. To the extent permitted by law,
      each
      Participant also shall be entitled to the benefits of Section
      8.08
      as
      though it were a Lender, provided such Participant agrees to be subject to
      the
      requirements of Section
      8.08
      as
      though it were a Lender.

     

    (ii) 
      A
      Participant shall not be entitled to receive any greater payment under
Section
      2.14
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Borrower’s prior written consent. A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section
      2.14
      unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section
      2.14(e)
      as
      though it were a Lender. 

     

    (e)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including without limitation any pledge or assignment to secure obligations
      to a
      Federal Reserve Bank, and this Section
      10.02
      shall
      not apply to any such pledge or assignment of a security interest; provided,
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.

     

    
      
         

      

      
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    (f)  Any
      Lender may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section
      10.02,
      disclose to the assignee or participant or proposed assignee or participant,
      any
      information relating to the Borrower or any of the Guarantors furnished to
      such
      Lender by or on behalf of the Borrower or any of the Guarantors; provided,
      that
      prior to any such disclosure, each such assignee or participant or proposed
      assignee or participant are advised of and agree to be bound by either the
      provisions of Section
      10.03
      or other
      provisions at least as restrictive as Section 10.03.

     

    SECTION
      10.03.  Confidentiality.
       Each Lender agrees to keep any information delivered or made available by
      the Borrower or any of the Guarantors to it confidential from anyone other
      than
      persons employed or retained by such Lender who are or are expected to become
      engaged in evaluating, approving, structuring or administering the Loans, and
      who are advised by such Lender of the confidential nature of such information;
      provided,
      that
      nothing herein shall prevent any Lender from disclosing such information (a)
      to
      any of its Affiliates (it being understood that the Persons to whom such
      disclosure is made will be informed of the confidential nature of such
      information and instructed to keep such information confidential) or to any
      other Lender, (b) upon the order of any court or administrative agency, (c)
      upon
      the request or demand of any regulatory agency or authority, (d) which has
      been
      publicly disclosed other than as a result of a disclosure by the Administrative
      Agent or any Lender which is not permitted by this Agreement, (e) in connection
      with any litigation to which the Administrative Agent, any Lender, or their
      respective Affiliates may be a party to the extent reasonably required, (f)
      to
      the extent reasonably required in connection with the exercise of any remedy
      hereunder, (g) to such Lender’s legal counsel and independent auditors, and (h)
      to any actual or proposed participant or assignee of all or part of its rights
      hereunder or to any direct or indirect contractual counterparty (or the
      professional advisors thereto) to any swap or derivative transaction relating
      to
      the Borrower and its obligations, in each case, subject to the proviso in
Section
      10.02(f).
      If any
      Lender is in any manner requested or required to disclose any of the information
      delivered or made available to it by the Borrower or any of the Guarantors
      under
      clauses (b) or (e) of this Section, such Lender will, to the extent permitted
      by
      law, provide the Borrower with prompt notice, to the extent reasonable, so
      that
      the Borrower may seek, at its sole expense, a protective order or other
      appropriate remedy or may waive compliance with this Section.

     

    SECTION
      10.04.  Expenses;
      Indemnity; Damage Waiver.
       (a) (i) 
      The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable
      out-of-pocket expenses of the Administrative Agent (including the reasonable
      fees, disbursements and other charges of Simpson Thacher & Bartlett LLP
      (“Simpson
      Thacher”),
      special counsel to the Administrative Agent, and any other regulatory or local
      counsel retained by Simpson Thacher or the Administrative Agent) associated
      with
      the syndication of the credit facilities provided for herein, and the
      preparation, execution, delivery and administration of the Loan Documents and
      any amendments, modifications or waivers of the provisions hereof (whether
      or
      not the transactions contemplated hereby or thereby shall be consummated);
      and
      (B) all fees and out-of-pocket expenses of the Administrative Agent
      (including the reasonable fees, disbursements and other charges of Simpson
      Thacher, special counsel to the Administrative Agent, and any other counsel
      retained by Simpson Thacher or the Administrative Agent) and the Lenders in
      connection with the enforcement of the Loan Documents.

     

    
      
         

      

      
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    (ii)  The
      Borrower shall pay or reimburse all reasonable fees and reasonable expenses
      of
      the Administrative Agent and its internal and third-party auditors, the
      Appraisers, the Real Estate Appraiser and consultants incurred in connection
      with the Administrative Agent’s (a) periodic field examinations and appraisals
      and (b) other monitoring of assets as allowed hereunder.

     

    (iii)  All
      payments or reimbursements pursuant to the foregoing clauses (a)(i) and (ii)
      shall be paid within thirty (30) days of written demand together with back-up
      documentation supporting such reimbursement request.

     

    (b)  The
      Borrower shall indemnify each Agent and each Lender, and each Related Party
      of
      any of the foregoing Persons (each such Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the reasonable fees,
      charges and disbursements of any counsel for any Indemnitee, incurred by or
      asserted against any Indemnitee arising out of, in connection with, or as a
      result of (i) the execution or delivery of this Agreement or any agreement
      or instrument contemplated hereby, the performance by the parties hereto of
      their respective obligations hereunder or the consummation of the Transactions
      or any other transactions contemplated hereby, (ii) any Loan or the use of
      the proceeds therefrom, (iii) any actual or alleged presence or Release of
      Hazardous Materials on or from any property owned or operated by the Borrower
      or
      any of its Subsidiaries, or any Environmental Liability related in any way
      or
      asserted against the Borrower or any of its Subsidiaries, or (iv) any actual
      or
      prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory and
      regardless of whether any Indemnitee is a party thereto; provided,
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the bad faith, gross negligence or willful misconduct of such
      Indemnitee.

     

    (c)  To
      the
      extent that the Borrower fails to pay any amount required to be paid by it
      to
      the Administrative Agent under paragraph (a) or (b) of this Section, each Lender
      severally agrees to pay to the Administrative Agent such portion of the unpaid
      amount equal to such Lender’s Aggregate Exposure Percentage (determined as of
      the time that the applicable unreimbursed expense or indemnity payment is
      sought); provided,
      that
      the unreimbursed expense or indemnified loss, claim, damage, liability or
      related expense, as the case may be, was incurred by or asserted against the
      Administrative Agent in its capacity as such.

     

    (d)  To
      the
      extent permitted by applicable law, the Borrower shall not assert, and hereby
      waives, any claim against any Indemnitee, on any theory of liability, for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement or any agreement or instrument contemplated hereby, the Transactions
      or any Loan or the use of the proceeds thereof.

     

    
      
         

      

      
        99

        
          

        

      

      
         

      

    

     

    SECTION
      10.05.  Governing
      Law; Jurisdiction; Consent to Service of Proces.
       (a)
       This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York.

     

    (b)  The
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to this Agreement, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York
      State or, to the extent permitted by law, in such Federal court. Each of the
      parties hereto agrees that a final judgment in any such action or proceeding
      shall, to the extent permitted by law, be conclusive and may be enforced in
      other jurisdictions by suit on the judgment or in any other manner provided
      by
      law. Nothing in this Agreement shall affect any right that the Administrative
      Agent or any Lender may otherwise have to bring any action or proceeding
      relating to this Agreement against the Borrower or its properties in the courts
      of any jurisdiction.

     

    (c)  The
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement in any court referred to in paragraph (b) of this
      Section. Each of the parties hereto hereby irrevocably waives, to the fullest
      extent permitted by law, the defense of an inconvenient forum to the maintenance
      of such action or proceeding in any such court.

     

    (d)  Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section
      10.01.
      Nothing
      in this Agreement will affect the right of any party to this Agreement to serve
      process in any other manner permitted by law.

     

    SECTION
      10.06.  No
      Waiver.
       No failure on the part of the Administrative Agent or the Collateral Agent
      or any of the Lenders to exercise, and no delay in exercising, any right, power
      or remedy hereunder or any of the other Loan Documents shall operate as a waiver
      thereof, nor shall any single or partial exercise of any such right, power
      or
      remedy preclude any other or further exercise thereof or the exercise of any
      other right, power or remedy. All remedies hereunder are cumulative and are
      not
      exclusive of any other remedies provided by law.

     

    SECTION
      10.07.  Extension
      of Maturity.
       Should any payment of principal of or interest or any other amount due
      hereunder become due and payable on a day other than a Business Day, the
      maturity thereof shall be extended to the next succeeding Business Day and,
      in
      the case of principal, interest shall be payable thereon at the rate herein
      specified during such extension.

     

    
      
         

      

      
        100

        
          

        

      

      
         

      

    

     

    SECTION
      10.08.  Amendments,
      etc.

     

    (a)  No
      modification, amendment or waiver of any provision of this Agreement or any
      Collateral Document (other than any Control Agreement), and no consent to any
      departure by the Borrower or any Guarantor therefrom, shall in any event be
      effective unless the same shall be in writing and signed by the Required
      Lenders, and then such waiver or consent shall be effective only in the specific
      instance and for the purpose for which given; provided,
      however,
      that no
      such modification or amendment shall without the written consent of (i) each
      Lender directly affected thereby (A) increase the Second Lien Term Loan
      Commitment of any Lender or extend the expiry of the Second Lien Term Loan
      Commitment of any Lender (it being understood that a waiver of an Event of
      Default shall not constitute an increase in or extension of the expiry of the
      Second Lien Term Loan Commitment of a Lender), (B) reduce the principal amount
      of any Loan or the rate of interest payable thereon (provided that only the
      consent of the Required Lenders shall be necessary for a waiver of default
      interest referred to in Section
      2.07),
      extend
      the scheduled date or reduce the amount of any required amortization payment
      of
      the Second Lien Term Loan pursuant to Section
      2.09,
      or
      extend any date for the payment of interest hereunder or extend the final
      maturity of the Borrower’s obligations hereunder or (C) amend, modify or waive
      any provision of Section
      2.15(b)
      or (ii)
      all of the Lenders (A) amend or modify any provision of this Agreement which
      provides for the unanimous consent or approval of the Lenders, (B) amend this
      Section
      10.08
      or
      modify the percentage of the Lenders required in the definition of Required
      Lenders or (C) release all or substantially all of the Liens granted to the
      Administrative Agent or the Collateral Agent hereunder or under any other Loan
      Document, or release all or substantially all of the Guarantors. No such
      amendment or modification shall adversely affect the rights and obligations
      of
      the Administrative Agent or the Collateral Agent hereunder without its prior
      written consent. No notice to or demand on the Borrower or any Guarantor shall
      entitle the Borrower or any Guarantor to any other or further notice or demand
      in the same, similar or other circumstances. Each assignee under Section
      10.02(b)
      shall be
      bound by any amendment, modification, waiver, or consent authorized as provided
      herein, and any consent by a Lender shall bind any Person subsequently acquiring
      an interest on the Loans held by such Lender. No amendment to this Agreement
      shall be effective against the Borrower or any Guarantor unless signed by the
      Borrower or such Guarantor, as the case may be. 

     

    (b)  Notwithstanding
      anything to the contrary contained in Section
      10.08(a),
      (i) in the event that the Borrower requests that this Agreement be modified
      or amended in a manner which would require the unanimous consent of all of
      the
      Lenders and such modification or amendment is agreed to by the Required Lenders,
      then the Borrower may replace any such non-consenting Lender in accordance
      with
Section
      10.02;
      provided
      that
      such amendment or modification can be effected as a result of the assignment
      contemplated by such Section (together with all other such assignments required
      by the Borrower to be made pursuant to this clause (i)); (ii) no Defaulting
      Lender shall have any right to approve or disapprove any amendment, waiver
      or
      consent hereunder, except that the Second Lien Term Loan Commitment of such
      Lender may not be increased or extended without the consent of such Lender
      (it
      being understood that any Loans held or deemed held by any Defaulting Lender
      shall be excluded for a vote of the Lenders hereunder requiring any consent
      of
      the Lenders) and (iii) if the Administrative Agent and the Borrower shall have
      jointly identified an obvious error or any error or omission of a technical
      or
      immaterial nature in any provision of the Loan Documents, then the
      Administrative Agent and the Borrower shall be permitted to amend such provision
      and such amendment shall become effective without any further action or consent
      of any other party to any Loan Document if the same is not objected to in
      writing by the Required Lenders within five (5) Business Days notice
      thereof.

     

    
      
         

      

      
        101

        
          

        

      

      
         

      

    

     

    SECTION
      10.09.  Severability.
       Any provision of this Agreement held to be invalid, illegal or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such invalidity, illegality or unenforceability without
      affecting the validity, legality and enforceability of the remaining provisions
      hereof; and the invalidity of a particular provision in a particular
      jurisdiction shall not invalidate such provision in any other
      jurisdiction.

     

    SECTION
      10.10.  Headings.
       Section headings used herein are for convenience only and are not to
      affect the construction of or be taken into consideration in interpreting this
      Agreement.

     

    SECTION
      10.11.  Survival.
       All covenants, agreements, representations and warranties made by the
      Borrower herein and in the certificates or other instruments delivered in
      connection with or pursuant to this Agreement shall be considered to have been
      relied upon by the other parties hereto and shall survive the execution and
      delivery of this Agreement and the making of any Loans, regardless of any
      investigation made by any such other party or on its behalf and notwithstanding
      that the Administrative Agent or any Lender may have had notice or knowledge
      of
      any Event of Default or incorrect representation or warranty at the time any
      credit is extended hereunder, and shall continue in full force and effect as
      long as the principal of or any accrued interest on any Loan or any fee or
      any
      other amount payable under this Agreement is outstanding and unpaid and so
      long
      as the Second Lien Term Loan Commitments have not expired or terminated. The
      provisions of Sections 2.12,
      2.13,
      2.14
      and
10.04
      and
Section
      8
      shall
      survive and remain in full force and effect regardless of the consummation
      of
      the transactions contemplated hereby, the repayment of the Loans, the expiration
      or termination of the Second Lien Term Loan Commitments or the termination
      of
      this Agreement or any provision hereof.

     

    SECTION
      10.12.  Execution
      in Counterparts; Integration; Effectiveness. This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement
      constitutes the entire contract among the parties relating to the subject matter
      hereof and supersedes any and all previous agreements and understandings, oral
      or written, relating to the subject matter hereof. Except as provided in
Section
      4.01,
      this
      Agreement shall become effective when it shall have been executed by the
      Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof which, when taken together, bear the signatures of each
      of
      the other parties hereto, and thereafter shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and assigns.
      Delivery of an executed counterpart of a signature page of this Agreement by
      telecopy or electronic .pdf copy shall be effective as delivery of a manually
      executed counterpart of this Agreement.

     

    SECTION
      10.13.  USA
      Patriot Act.
       Each Lender that is subject to the requirements of the Patriot Act hereby
      notifies the Borrower and each Guarantor that pursuant to the requirements
      of
      the Act, it is required to obtain, verify and record information that identifies
      the Borrower, which information includes the name and address of the Borrower
      and each Guarantor and other information that will allow such Lender to identify
      the Borrower and each Guarantor in accordance with the Patriot Act.

     

    SECTION
      10.14.  Registrations
      with International Registry. 
      Each of the parties hereto consents to the registrations with the International
      Registry of the International Interest constituted by the Second Lien Aircraft
      Mortgage, and each party hereto covenants and agrees that it will take all
      such
      action reasonably requested by Borrower or Collateral Agent in order to make
      any
      registrations with the International Registry, including becoming a registry
      user entity with the International Registry and providing consents to any
      registration as may be contemplated by the Loan Documents. 

     

    SECTION
      10.15.  WAIVER
      OF JURY TRIAL.
       EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS
      OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR
      ANY
      OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
      AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
      THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
      THE
      FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
      HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
      10.16.  Intercreditor
      Arrangements.  Notwithstanding
      anything herein to the contrary, the lien and security interest granted to
      the
      Collateral Agent pursuant to this Agreement or any other Loan Document and
      the
      exercise of any right or remedy by the Administrative Agent or the Collateral
      Agent hereunder or under any other Loan Document are subject to the provisions
      of the Intercreditor Agreement. In the event of any conflict between the terms
      of the Intercreditor Agreement, this Agreement and any other Loan Document,
      the
      terms of the Intercreditor Agreement shall govern and control with respect
      to
      any right or remedy. Without limiting the generality of the foregoing, and
      notwithstanding anything herein to the contrary, all rights and remedies of
      the
      Administrative Agent or the Collateral Agent (and the Lenders) shall be subject
      to the terms of the Intercreditor Agreement, and until the First Priority
      Obligations Payment Date (as defined in the Intercreditor Agreement), any
      obligation of the Borrower and any Guarantor hereunder or under any other Loan
      Document with respect to the delivery or control of any Collateral, the novation
      of any lien on any certificate of title, bill of lading or other document,
      the
      giving of any notice to any bailee or other Person, the provision of voting
      rights or the obtaining of any consent of any Person shall be deemed to be
      satisfied if the Borrower or such Guarantor, as applicable, complies with the
      requirements of the similar provision of the applicable First Lien Loan
      Document. Until the First Priority Obligations Payment Date (as defined in
      the
      Intercreditor Agreement), the delivery of any Collateral to the First Lien
      Collateral Agent pursuant to the First Lien Loan Documents shall satisfy any
      delivery requirement hereunder or under any other Loan Document.

     


    
      
        
        

         

      

      
        102

        
          

        

      

      
         

        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the day
      and
      the year first written. 

     

    
      	 	 	 
	 	DELTA
              AIR
              LINES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Paul
              A.
              Jacobson
	 	
              
Name:
              Paul A. Jacobson
	 	Title:
              Vice President and Treasurer



    
       

      
        	 	 	 
	 	ASA
                HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Paul
                A.
                Jacobson
	 	
                
Name:
                Paul A. Jacobson
	 	Title:
                President


      

       

      
        	 	 	 
	 	COMAIR
                HOLDINGS, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Dan
                Dixon
	 	
                
Name:
                Dan Dixon
	 	
                Title:
                  Vice President, Chief Financial Officer and
                  Treasurer

              


      

    

    
    

     

    
      	 	 	 
	 	COMAIR,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Dan
              Dixon
	 	
              

              Name:
                Dan Dixon

            
	 	
              Title:
                Vice President and CFO

            


    

    
    

     

    
      	 	 	 
	 	COMAIR
              SERVICES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Dan
              Dixon
	 	
              
Name:
              Dan Dixon
	 	
              Title:
                Vice President

            


    

    
    

     

    
      	 	 	 
	 	CROWN
              ROOMS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar    
	 	
              

              Name:
                Mona Warwar

            
	 	
              Title:
                Assistant Treasurer

            


    

     

    
      
        	 	 	 
	 	DAL
                GLOBAL
                SERVICES, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Mona
                Warwar    
	 	
                

                Name:
                  Mona Warwar

              
	 	
                Title:
                  Assistant Treasurer

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        
           

          
            
              	 	 	 
	 	DAL
                      MOSCOW, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Mona
                      Warwar    
	 	
                      

                      Name:
                        Mona Warwar

                    
	 	
                      Title:
                        Assistant Treasurer

                    


            

             

            
              	 	 	 
	 	DELTA
                      AIRELITE BUSINESS JETS, INC.
	 
 	 
 	 
 
	
                    	By:  	/s/ Michael
                      B. Green
	 	
                      
Name:
                      Michael B. Green
	 	
                      Title:
                        President

                    


            

          

        

        
           

        

        
          	 	 	 
	 	DELTA
                  BENEFITS MANAGEMENT, INC.
	 
 	 
 	 
 
	
                	By:  	/s/ Michael
                  O. Randolfi
	 	
                  
Name:
                  Michael O. Randolfi
	 	
                  Title:
                    Treasurer

                


        

         

        
          	 	 	 
	 	DELTA
                  CONNECTION ACADEMY, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jason
                  Dauderman
	 	
                  
Name:
                  Jason Dauderman
	 	
                  Title:
                    VP of Finance and CFO

                


        

         

        
          	 	 	 
	 	DELTA
                  LOYALTY MANAGEMENT SERVICES, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Michael
                  O. Randolfi
	 	
                  
Name:
                  Michael O. Randolfi
	 	
                  Title:
                    Treasurer

                


        

         

        
          	 	 	 
	 	DELTA
                  TECHNOLOGY, LLC
	 
 	 
 	 
 
	 	By:  	/s/ E.
                  Alan
                  Arnold
	 	
                  
Name:
                  E. Alan Arnold
	 	
                  Title:
                    Secretary

                


        

         

        
          	 	 	 
	 	EPSILON
                  TRADING, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Edward
                  M.
                  Smith
	 	
                  

                  Name:
                    Edward M. Smith

                
	 	
                  Title:
                    Treasurer and Comptroller

                


        

         

      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	 	 
	 	KAPPA
              CAPITAL MANAGEMENT, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              O. Randolfi
	 	
              
Name:
              Michael O. Randolfi
	 	
              Title:
                President

            


    

    
 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	BARCLAYS
              CAPITAL,
              as Syndication Agent and Joint Bookrunner
	 
 	 
 	 
 
	 	By:  	/s/ Diane
              F. Rolfe
	 	
              
Name:
              Diane F. Rolfe
	 	
              Title:
                Director

            


    

     

    
      	 	 	 
	 	
              C.I.T.
                LEASING CORPORATION,
                as Co-Documentation Agent 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Nicholas Pastushan 
	 	
              
Name:
              Nicholas Pastushan
	 	
              Title:
                Senior Vice President 

            



      	 	 	 
	 	CREDIT
              SUISSE SECURITIES (USA) LLC,
              as
              Co-Documentation Agent
	 
 	 
 	 
 
	 	By:  	/s/ Chris
              Cunningham
	 	
              
Name:
              Chris Cunningham
	 	
              Title:
                Managing Director

            


    

    
    

     

    
      	 	 	 
	 	GOLDMAN
              SACHS CREDIT PARTNERS, L.P., as Administrative Agent, Collateral Agent,
              Co-Lead Arranger, Joint Bookrunner and Lender
	 
 	 
 	 
 
	 	By:  	/s/ Bruce
              H.
              Mendelsohn
	 	
              

              Name:
                Bruce H. Mendelsohn

            
	 	
              Title:
                Authorized Signatory

            


    

     

    
      	 	 	 
	 	
              MERRILL
                LYNCH COMMERCIAL FINANCE CORP., as Co-Lead Arranger and Joint
                Bookrunner

            
	 
 	 
 	 
 
	 	By:  	/s/ Joshua
              A.
              Green
	 	
              
Name:
              Joshua A. Green
	 	
              Title:
                Managing Director