Unassociated Document


    Exhibit
      10.1(a)

       

        
          

        

      

       

      FIRST
        LIEN REVOLVING CREDIT 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

       

      JPMORGAN
        CHASE BANK, N.A.,

      as
        Administrative Agent and Collateral Agent

       

      UBS
        SECURITIES LLC,

      as
        Syndication Agent

       

      J.P.
        MORGAN SECURITIES INC.,

      as
        Co-Lead Arranger and Joint Bookrunner

       

      LEHMAN
        BROTHERS INC.,

      as
        Co-Lead Arranger and Joint Bookrunner 

       

      UBS
        SECURITIES LLC,

      as
        Joint Bookrunner

       

      CALYON
        New York Branch,

      as
        Co-Documentation Agent

       

      RBS
        Securities 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

              	
                42

              
	
                SECTION
                  1.03.

              	
                Accounting
                  Terms; GAAP

              	
                43

              
	
                SECTION
                  2. AMOUNT AND TERMS OF CREDIT

              	
                43

              
	
                SECTION
                  2.01.

              	
                Commitments
                  of the Lenders; Credit-Linked Deposit Loans.

              	
                43

              
	
                SECTION
                  2.02.

              	
                Letters
                  of Credit

              	
                44

              
	
                SECTION
                  2.03.

              	
                Requests
                  for Borrowings.

              	
                52

              
	
                SECTION
                  2.04.

              	
                Funding
                  of Borrowings

              	
                54

              
	
                SECTION
                  2.05.

              	
                Interest
                  Elections

              	
                55

              
	
                SECTION
                  2.06.

              	
                Limitation
                  on Eurodollar Tranches

              	
                56

              
	
                SECTION
                  2.07.

              	
                Interest
                  on Loans.

              	
                56

              
	
                SECTION
                  2.08.

              	
                Default
                  Interest

              	
                56

              
	
                SECTION
                  2.09.

              	
                Alternate
                  Rate of Interest

              	
                57

              
	
                SECTION
                  2.10.

              	
                Amortization
                  of Credit-Linked Deposits; Repayment of Loans; Evidence of
                  Debt.

              	
                57

              
	
                SECTION
                  2.11.

              	
                Optional
                  Termination or Reduction of Commitment; Reduction of Credit-Linked
                  Deposits.

              	
                58

              
	
                SECTION
                  2.12.

              	
                Mandatory
                  Prepayment; Commitment Termination.

              	
                59

              
	
                SECTION
                  2.13.

              	
                Optional
                  Prepayment of Loans.

              	
                61

              
	
                SECTION
                  2.14.

              	
                Increased
                  Costs

              	
                61

              
	
                SECTION
                  2.15.

              	
                Break
                  Funding Payments

              	
                63

              
	
                SECTION
                  2.16.

              	
                Taxes

              	
                64

              
	
                SECTION
                  2.17.

              	
                Payments
                  Generally; Pro Rata Treatment.

              	
                65

              
	
                SECTION
                  2.18.

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	
                67

              
	
                SECTION
                  2.19.

              	
                Certain
                  Fees

              	
                67

              
	
                SECTION
                  2.20.

              	
                Commitment
                  Fee

              	
                68

              
	
                SECTION
                  2.21.

              	
                Letter
                  of Credit Fees

              	
                68

              
	
                SECTION
                  2.22.

              	
                Nature
                  of Fees

              	
                69

              
	
                SECTION
                  2.23.

              	
                Right
                  of Set-Off

              	
                69

              
	
                SECTION
                  2.24.

              	
                Security
                  Interest in Letter of Credit Account

              	
                69

              
	
                SECTION
                  2.25.

              	
                Payment
                  of Obligations

              	
                69

              
	
                SECTION
                  2.26.

              	
                Defaulting
                  Lenders

              	
                70

              
	
                SECTION
                  2.27.

              	
                Credit-Linked
                  Deposit Account

              	
                70

              
	
                SECTION
                  2.28.

              	
                Currency
                  Equivalents

              	
                71

              
	
                SECTION
                  3. REPRESENTATIONS AND WARRANTIES

              	
                72

              
	
                SECTION
                  3.01.

              	
                Organization
                  and Authority

              	
                72

              
	
                SECTION
                  3.02.

              	
                Air
                  Carrier Status

              	
                72

              


      


      
        
           

        

        
          i

          
            

          

        

        
           

        

      


      


      
        	
                SECTION
                  3.03.

              	
                Due
                  Execution

              	
                72

              
	
                SECTION
                  3.04.

              	
                Statements
                  Made

              	
                73

              
	
                SECTION
                  3.05.

              	
                Financial
                  Statements; Material Adverse Change.

              	
                73

              
	
                SECTION
                  3.06.

              	
                Ownership

              	
                74

              
	
                SECTION
                  3.07.

              	
                Liens

              	
                74

              
	
                SECTION
                  3.08.

              	
                Use
                  of Proceeds

              	
                74

              
	
                SECTION
                  3.09.

              	
                Litigation
                  and Environmental Matters

              	
                74

              
	
                SECTION
                  3.10.

              	
                FAA
                  Slot Utilization

              	
                75

              
	
                SECTION
                  3.11.

              	
                Primary
                  Foreign Slot Utilization

              	
                75

              
	
                SECTION
                  3.12.

              	
                Primary
                  Route Utilization

              	
                75

              
	
                SECTION
                  3.13.

              	
                Margin
                  Regulations; Investment Company Act.

              	
                76

              
	
                SECTION
                  3.14.

              	
                ERISA

              	
                76

              
	
                SECTION
                  3.15.

              	
                Properties.

              	
                76

              
	
                SECTION
                  3.16.

              	
                Perfected
                  Security Interests

              	
                77

              
	
                SECTION
                  3.17.

              	
                Payment
                  of Taxes

              	
                77

              
	
                SECTION
                  3.18.

              	
                Section
                  1110

              	
                78

              
	
                SECTION
                  4. CONDITIONS OF LENDING

              	
                78

              
	
                SECTION
                  4.01.

              	
                Conditions
                  Precedent to Initial Loans and Initial Letters of Credit

              	
                78

              
	
                SECTION
                  4.02.

              	
                Conditions
                  Precedent to Each Loan and Each Letter of Credit

              	
                84

              
	
                SECTION
                  5. AFFIRMATIVE COVENANTS

              	
                85

              
	
                SECTION
                  5.01.

              	
                Financial
                  Statements, Reports, etc.

              	
                85

              
	
                SECTION
                  5.02.

              	
                Existence

              	
                89

              
	
                SECTION
                  5.03.

              	
                Insurance.

              	
                89

              
	
                SECTION
                  5.04.

              	
                Maintenance
                  of Properties

              	
                90

              
	
                SECTION
                  5.05.

              	
                Obligations
                  and Taxes

              	
                90

              
	
                SECTION
                  5.06.

              	
                Notice
                  of Event of Default, etc.

              	
                91

              
	
                SECTION
                  5.07.

              	
                Access
                  to Books and Records

              	
                91

              
	
                SECTION
                  5.08.

              	
                Compliance
                  with Laws.

              	
                92

              
	
                SECTION
                  5.09.

              	
                Appraisal
                  Reports and Field Audits

              	
                93

              
	
                SECTION
                  5.10.

              	
                FAA
                  and DOT Matters; Citizenship

              	
                93

              
	
                SECTION
                  5.11.

              	
                FAA
                  Slot Utilization

              	
                93

              
	
                SECTION
                  5.12.

              	
                Primary
                  Foreign Slot Utilization

              	
                94

              
	
                SECTION
                  5.13.

              	
                Primary
                  Route Utilization

              	
                94

              
	
                SECTION
                  5.14.

              	
                Additional
                  Subsidiaries

              	
                94

              
	
                SECTION
                  5.15.

              	
                [Reserved].

              	
                95

              
	
                SECTION
                  5.16.

              	
                Additional
                  Collateral; Additional Grantors.

              	
                95

              
	
                SECTION
                  5.17.

              	
                Pledged
                  Spare Parts

              	
                95

              
	
                SECTION
                  5.18.

              	
                Further
                  Assurances

              	
                96

              
	
                SECTION
                  5.19.

              	
                Post
                  Closing Items

              	
                96

              


      


      
        
           

        

        
          ii

          
            

          

        

        
           

        

      


      


      
        	
                SECTION
                  6. NEGATIVE COVENANTS

              	
                97

              
	
                SECTION
                  6.01.

              	
                Liens

              	
                97

              
	
                SECTION
                  6.02.

              	
                Merger,
                  etc.

              	
                100

              
	
                SECTION
                  6.03.

              	
                Indebtedness

              	
                100

              
	
                SECTION
                  6.04.

              	
                Fixed
                  Charge Coverage

              	
                103

              
	
                SECTION
                  6.05.

              	
                Unrestricted
                  Cash Reserve

              	
                103

              
	
                SECTION
                  6.06.

              	
                Coverage
                  Ratio

              	
                103

              
	
                SECTION
                  6.07.

              	
                Dividends;
                  Capital Stock

              	
                105

              
	
                SECTION
                  6.08.

              	
                Transactions
                  with Affiliates

              	
                105

              
	
                SECTION
                  6.09.

              	
                Investments,
                  Loans and Advances

              	
                106

              
	
                SECTION
                  6.10.

              	
                Disposition
                  of Assets

              	
                109

              
	
                SECTION
                  6.11.

              	
                Nature
                  of Business

              	
                109

              
	
                SECTION
                  6.12.

              	
                Fiscal
                  Year

              	
                109

              
	
                SECTION
                  7. EVENTS OF DEFAULT

              	
                109

              
	
                SECTION
                  7.01.

              	
                Events
                  of Default

              	
                109

              
	
                SECTION
                  8. THE AGENTS

              	
                113

              
	
                SECTION
                  8.01.

              	
                Administration
                  by Agents

              	
                113

              
	
                SECTION
                  8.02.

              	
                Rights
                  of Administrative Agent and Collateral Agent

              	
                113

              
	
                SECTION
                  8.03.

              	
                Liability
                  of Agents.

              	
                113

              
	
                SECTION
                  8.04.

              	
                Reimbursement
                  and Indemnification

              	
                114

              
	
                SECTION
                  8.05.

              	
                Successor
                  Agents

              	
                115

              
	
                SECTION
                  8.06.

              	
                Independent
                  Lenders

              	
                115

              
	
                SECTION
                  8.07.

              	
                Advances
                  and Payments.

              	
                116

              
	
                SECTION
                  8.08.

              	
                Sharing
                  of Setoffs

              	
                116

              
	
                SECTION
                  8.09.

              	
                Other
                  Agents

              	
                117

              
	
                SECTION
                  9. GUARANTY

              	
                117

              
	
                SECTION
                  9.01.

              	
                Guaranty.

              	
                117

              
	
                SECTION
                  9.02.

              	
                No
                  Impairment of Guaranty

              	
                118

              
	
                SECTION
                  9.03.

              	
                Continuation
                  and Reinstatement, etc.

              	
                118

              
	
                SECTION
                  9.04.

              	
                Subrogation

              	
                119

              
	
                SECTION
                  10. MISCELLANEOUS

              	
                119

              
	
                SECTION
                  10.01.

              	
                Notices

              	
                119

              
	
                SECTION
                  10.02.

              	
                Successors
                  and Assigns

              	
                120

              
	
                SECTION
                  10.03.

              	
                Confidentiality

              	
                124

              
	
                SECTION
                  10.04.

              	
                Expenses;
                  Indemnity; Damage Waiver

              	
                124

              
	
                SECTION
                  10.05.

              	
                Governing
                  Law; Jurisdiction; Consent to Service of Process

              	
                126

              
	
                SECTION
                  10.06.

              	
                No
                  Waiver

              	
                126

              
	
                SECTION
                  10.07.

              	
                Extension
                  of Maturity

              	
                126

              
	
                SECTION
                  10.08.

              	
                Amendments,
                  etc.

              	
                126

              


      


      
        
           

        

        
          iii

          
            

          

        

        
           

        

      


      


      
        	
                SECTION
                  10.09.

              	
                Severability

              	
                128

              
	
                SECTION
                  10.10.

              	
                Headings

              	
                128

              
	
                SECTION
                  10.11.

              	
                Survival

              	
                128

              
	
                SECTION
                  10.12.

              	
                Execution
                  in Counterparts; Integration; Effectiveness

              	
                128

              
	
                SECTION
                  10.13.

              	
                USA
                  Patriot Act

              	
                129

              
	
                SECTION
                  10.14.

              	
                Registrations
                  with International Registry

              	
                129

              
	
                SECTION
                  10.15.

              	
                WAIVER
                  OF JURY TRIAL

              	
                129

              


      

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       


      
        
           

        

        
          iv

          
            

          

        

        
           

        

      


      


      
        	
                ANNEX
                  A

              	
                -

              	
                Commitment
                  Amounts; Credit-Linked Deposits

              
	
                EXHIBIT
                  A

              	
                -

              	
                Form
                  of First Lien Real Estate Mortgage

              
	
                EXHIBIT
                  B

              	
                -

              	
                Form
                  of First Lien Security Agreement

              
	
                EXHIBIT
                  C

              	
                -

              	
                Form
                  of First Lien Pledge Agreement

              
	
                EXHIBIT
                  D

              	
                -

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

              
	
                EXHIBIT
                  E

              	
                -

              	
                Form
                  of First Lien Aircraft Mortgage

              
	
                EXHIBIT
                  F-1

              	
                -

              	
                Form
                  of First Lien Trademark Security Agreement

              
	
                EXHIBIT
                  F-2

              	
                -

              	
                Form
                  of First Lien Patent Security Agreement

              
	
                EXHIBIT
                  F-3

              	
                -

              	
                Form
                  of First 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

              
	
                SCHEDULE
                  1.01(b)

              	
                -

              	
                Immaterial
                  Subsidiaries

              
	
                SCHEDULE
                  1.01(c)

              	
                -

              	
                Restricted
                  Accounts

              
	
                SCHEDULE
                  1.01(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

              


      

      



      
        
           

        

        
          v

          
            

          

        

        
           

        

      


      


      FIRST
        LIEN REVOLVING CREDIT AND GUARANTY AGREEMENT

       

      Dated
        as of April 30, 2007

       

      FIRST
        LIEN REVOLVING CREDIT 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”),
        each
        of the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A.,
        a
        national banking corporation (“JPMCB”),
        as
        administrative agent (in such capacity, the “Administrative
        Agent”),
        and
        as collateral agent for the Lenders (in such capacity, the “Collateral
        Agent”),
        J.P.
        MORGAN SECURITIES INC. (“JPMSI”)
        and
        LEHMAN BROTHERS INC. (“LBI”),
        as
        co-lead arrangers and joint bookrunners, UBS SECURITIES LLC, as syndication
        agent (in such capacity, the “Syndication
        Agent”)
        and as
        joint bookrunner, and CALYON NEW YORK BRANCH and RBS SECURITIES CORPORATION,
        as
        co-documentation agents (in such capacity, the “Co-Documentation
        Agents”).

       

      INTRODUCTORY
        STATEMENT

       

      The
        Borrower has applied to the Lenders for a loan facility of up to $1,600,000,000
        comprised of (a) a revolving credit and revolving letter of credit facility
        in
        an aggregate principal amount (or Dollar Amount, in the case of Revolving
        LC
        Exposure) not to exceed $1,000,000,000 as set forth herein and (b) a synthetic
        revolving credit and revolving letter of credit facility in an aggregate
        principal amount up to $600,000,000 as set forth herein, all of the Borrower’s
        obligations under each of which are to be guaranteed by the
        Guarantors.

       

      The
        proceeds of the Loans, as well as the proceeds of the Second Lien Term 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, the
        reimbursement of any draft drawn under a Letter of Credit 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 First Priority Obligations of the Borrower pursuant to
        Section
        9
        hereof;
        and

       


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      


       

      (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
        Documentation Agents, the Joint Bookrunners and the Joint Lead Arrangers.
        

       

      “Agreement”
shall
        mean this 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. 

       

      “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 Commitments at such time and
        (b) thereafter, the sum of (i) the aggregate then unpaid principal amount
        of
        such Lender’s Credit-Linked Deposit then outstanding or, if the Termination Date
        shall have occurred, such Lender’s Credit-Linked Deposit Outstanding Exposure,
        and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if
        the Revolving Commitments have been terminated, the amount of such Lender’s
        Revolving Extensions of Credit then outstanding.

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      “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.

       

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

       

      “Airframe”
shall
        have the meaning set forth in the First 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.

       

      “Alternative
        Currency”
shall
        mean (a) Euros and (b) any currency other than Dollars or Euros in which
        the
        Issuing Lender is willing to issue a Letter of Credit.

       

      “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 the rate per annum set forth under the relevant column heading
        below:

       

      
        	 	
                ABR
                  Loans

              	
                Eurodollar
                  Loans

              
	
                Revolving
                  Loans

              	
                1.00%

              	
                2.00%

              
	
                Credit-Linked
                  Deposit Loans

              	
                1.00%

              	
                2.00%

              


      

      “Applicable
        Participation Fee”
shall
        mean 2.00%. 

       

      “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. 

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      “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.

       

      “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.

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      


       

      “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
        mean Barclays Capital, the investment banking division of Barclays.

       

      “Benchmark
        LIBOR Rate”
shall
        have the meaning set forth in Section
        2.27(b).

       

      “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.

       

      “Borrowing”
shall
        mean the incurrence, conversion or continuation of Loans of a single Type
        made
        from all the Revolving Lenders or the Credit-Linked Deposit Lenders, as the
        case
        may be, 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
        2.03.

       

      “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 (and,
        for a
        Letter of Credit, other than a day on which the Issuing Lender issuing such
        Letter of Credit is 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.

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      


       

      “Cash
        Collateralization”
shall
        have the meaning given such term in Section
        2.02(j).

       

      “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 the Issuing Lender (or, for purposes of Section
        2.14(b),
        by any
        lending office of such Lender or by such Lender’s or the Issuing 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.

       

      “Closing
        Date”
shall
        mean the date on which this Agreement has been executed and the conditions
        precedent to the making of the initial Loans, the funding of the Credit-Linked
        Deposits or the issuance of the initial Letters of Credit (whichever may
        occur
        first) set forth in Section
        4.01
        have
        been satisfied or waived.

       

      “Closing
        Date Transactions”
shall
        mean the Transactions other than (x) the borrowing of Loans after the Closing
        Date and the use of the proceeds thereof and (y) the request for and issuance
        of
        Letters of Credit hereunder after the Closing Date.

       

      “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.

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      


       

      “Collateral
        Coverage Ratio”
shall
        mean the First Lien Collateral Coverage Ratio or the Total Collateral Coverage
        Ratio.

       

      “Collateral
        Documents”
shall
        mean, collectively, the First Lien Security Agreement, the First Lien Pledge
        Agreement, the First Lien Aircraft Mortgage (including, without limitation,
        any
        Mortgage Supplement), the First Lien Real Estate Mortgages, the First Lien
        SGR
        Security Agreement, the First Lien Trademark Security Agreement, the First
        Lien
        Patent Security Agreement, the First 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
        First 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 First 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

       

      (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.

       

      “Commitment”
shall
        mean, as to any Lender, the sum of the Revolving Commitment and the
        Credit-Linked Deposit of such Lender or any combination thereof (as the context
        requires), it being understood that the “Commitment” of a Lender in respect of
        the Credit-Linked Deposit shall remain in effect until the Total Credit-Linked
        Deposit has been reduced to $0 in accordance with this Agreement.

       

      “Commitment
        Fee”
shall
        have the meaning set forth in Section
        2.20.

       


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      


       

      “Commitment
        Fee Rate”
shall
        mean 1⁄2 of 1% per annum; provided that at all times during which the Borrower has
        a corporate family rating of B1 or higher from Moody’s and a corporate credit
        rating of B+ or higher from S&P, in each case with stable outlook or better,
        the Commitment Fee Rate shall be 3⁄8 of 1% per annum.

       

      “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.

       

      “Credit-Linked
        Deposit”
shall
        mean, as to each Credit-Linked Deposit Lender, the cash deposit made by such
        Lender pursuant to Section
        2.01(b),
        as such
        deposit may be reduced or increased from time to time pursuant to this
        Agreement. For the avoidance of doubt, the Credit-Linked Deposit of each
        Credit-Linked Deposit Lender shall not be reduced by the making of any
        Credit-Linked Deposit Loans or reimbursement of drawings under Credit-Linked
        Deposit Letters of Credit as a result of the withdrawal of any amounts then
        on
        deposit in the Credit-Linked Deposit Account. The amount of each Credit-Linked
        Deposit Lender’s original Credit-Linked Deposit is set forth under the heading
“Credit-Linked Deposit” opposite its name in Annex A hereto or in the Assignment
        and Acceptance pursuant to which such Credit-Linked Deposit Lender shall
        have
        acquired its Credit-Linked Deposit, as applicable. The initial amount of
        the
        Credit-Linked Deposits is $600,000,000.

       

      “Credit-Linked
        Deposit Account”
shall
        mean the account established by the Administrative Agent under its sole and
        exclusive control maintained at the office of JPMorgan Chase Bank, N.A.,
        270
        Park Avenue, New York, NY 10017, designated as the “Credit-Linked Deposit
        Account” that shall be used solely to hold the Credit-Linked Deposits.


       

      “Credit-Linked
        Deposit Availability Period”
shall
        mean the period from and including the Closing Date to but excluding the
        Termination Date. 

       

      “Credit-Linked
        Deposit Facility”
shall
        have the meaning set forth in the definition of “Facility” in this Section
        1.01.

       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      


       

      “Credit-Linked
        Deposit LC Disbursement”
shall
        mean any payment made by the Issuing Lender pursuant to a Credit-Linked Deposit
        Letter of Credit.

       

      “Credit-Linked
        Deposit LC Exposure”
shall
        mean, at any time, the sum of (a) the aggregate maximum undrawn amount of
        all
        outstanding Credit-Linked Deposit Letters of Credit at such time plus (b)
        the
        aggregate principal amount of all Credit-Linked Deposit LC Disbursements
        that
        have not yet been reimbursed by or on behalf of the Borrower at such time.
        The
        Credit-Linked Deposit LC Exposure of any Credit-Linked Deposit Lender at
        any
        time shall be its Credit-Linked Deposit Percentage of the total Credit-Linked
        Deposit LC Exposure at such time.

       

      “Credit-Linked
        Deposit Lender”
shall
        mean a Lender having a Credit-Linked Deposit or holding Credit-Linked Deposit
        Loans.

       

      “Credit-Linked
        Deposit Letters of Credit”
shall
        mean, at any time, letters of credit issued pursuant to Section
        2.02
        in an
        amount equal to the lesser of (i) the Total Credit-Linked Deposit LC Available
        Amount and (ii) the aggregate amount of outstanding Letters of Credit
        denominated in Dollars at such time. Credit-Linked Deposit Letters of Credit
        shall be (a) standby letters of credit, (b) issued for general corporate
        purposes of the Borrower or any Subsidiary, (c) denominated in Dollars and
        (d) otherwise in such form as may be reasonably approved from time to time
        by
        the Administrative Agent and the applicable Issuing Lender. 

       

      “Credit-Linked
        Deposit Loan”
shall
        have the meaning set forth in Section
        2.01(b).

       

      “Credit-Linked
        Deposit Outstanding Exposure”
shall
        mean, at any time, the aggregate principal amount of the Credit-Linked Deposit
        Loans then outstanding plus the then outstanding Credit-Linked Deposit LC
        Exposure.

       

      “Credit-Linked
        Deposit Participation Amount”
shall
        mean, at any time, the excess, if any of (a) the Total Credit-Linked Deposit
        over (b) the aggregate principal amount of the Credit-Linked Deposit Loans
        then
        outstanding. The Credit-Linked Deposit Participation Amount of any Credit-Linked
        Deposit Lender at any time shall be its Credit-Linked Deposit Percentage
        of the
        total Credit-Linked Deposit Participation Amount at such time.

       

      “Credit-Linked
        Deposit Participation Fee”
shall
        mean the participation fee payable to the Credit-Linked Deposit Lenders pursuant
        to Section
        2.21(b).

       

      “Credit-Linked
        Deposit Percentage”
shall
        mean, with respect to any Credit-Linked Deposit Lender, the percentage which
        such Lender’s Credit-Linked Deposit then constitutes of the Total Credit-Linked
        Deposit.

       

      “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
        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(c)
        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 first 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.

       


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      


       

      “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.

      


      “Defaulting
        Lender”
shall
        mean any Lender that (a) has failed to fund any portion of the Loans or
        participations in any Letter of Credit 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 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 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.

       

      “Dollar
        Amount”
shall
        mean, at any time, for any amount, (i) if denominated in Dollars, the amount
        thereof and (ii) if denominated in an Alternative Currency, the amount thereof
        converted to Dollars in accordance with Section
        2.28.

       

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

       


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      


       

      “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


       


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      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.

       

      “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 first priority Lien in favor of the Collateral
        Agent for the benefit of the First 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 

       


      
        
           

        

        
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      (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 

       

      (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.

       


      
        
           

        

        
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      “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
        first 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
        2.12(a)
        and (d)
        any Cure Collateral designated (or deemed designated pursuant to Section
        6.06(c))
        by the
        Borrower at its discretion.

       

      “Engine”
shall
        have the meaning set forth in the First 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.

       


      
        
           

        

        
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      “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.
        

       

      “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 

       


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      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). 

       

      “Euro”
or
        “€”
shall
        mean the official currency of the European Union. 

       

      “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 under a particular Facility
        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 First Lien Aircraft
        Mortgage.

       

      “Excess
        Credit-Linked Deposits”
shall
        mean, at any time, the excess, if any, of the Total Credit-Linked Deposit
        over
        the Credit-Linked Deposit LC Exposure at such time.

       


      
        
           

        

        
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      “Exchange
        Rate”
means
        on any day with respect to any currency other than Dollars, the rate at which
        such currency may be exchanged into Dollars, as set forth at approximately
        11:00 a.m. (London time) on such day on the Reuters World Currency Page for
        such currency; in the event that such rate does not appear on any Reuters
        World
        Currency Page, the Exchange Rate shall be determined by reference to such
        other
        publicly available service for displaying exchange rates as may be agreed
        upon
        by the Administrative Agent and the Borrower, or, in the absence of such
        agreement, such Exchange Rate shall instead be the arithmetic average of
        the
        spot rates of exchange of the Administrative Agent in the market where its
        foreign currency exchange operations in respect of such currency are then
        being
        conducted, at or about 10:00 a.m. (New York City time) on such date for the
        purchase of Dollars for delivery two Business Days later; provided,
        however, that if at any time of any such determination, for any reason, no
        such
        spot rate is being quoted, the Administrative Agent may use any reasonable
        method it deems appropriate to determine such rate, and such determination
        shall
        be conclusive absent manifest error. 

       

      “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,
        any Issuing 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
        2.16(f),
        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
        2.16(a).

       

      “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.

       


      
        
           

        

        
          17

          
            

          

        

        
           

        

      


      


       

      “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).

       

      “Facility”
shall
        mean each of (a) the Revolving Commitments and the Revolving Loans made
        thereunder (the “Revolving
        Facility”)
        and
        (b) the Credit-Linked Deposit Commitments and the extensions of credit made
        thereunder (the “Credit-Linked
        Deposit Facility”).

       

      “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 Commitment Fees, Letter of Credit Fees and other fees
        referred to in Section 2.19.

       

      “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.

       


      
        
           

        

        
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      “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 Aircraft Mortgage”
shall
        mean that “First 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.

       

      “First
        Lien Copyright Security Agreement”
shall
        mean that certain First 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.

       

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

       

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

       

      “First
        Lien Patent Security Agreement”
shall
        mean that certain First 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.

       

      “First
        Lien Pledge Agreement”
shall
        mean that certain First Lien 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.

       

      “First
        Lien Real Estate Mortgages”
shall
        mean, collectively, (a) that certain First Lien Real Estate Deed to Secure
        Debt,
        Assignment of Leases and Rents and 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. 

       

      “First
        Lien Security Agreement”
shall
        mean that certain First Lien 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.

       

      “First
        Lien SGR Security Agreement”
shall
        mean that certain First Lien 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.

       

      “First
        Lien Trademark Security Agreement”
shall
        mean that certain First 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.

       


      
        
           

        

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

       

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

       

      “First
        Priority Secured Parties”
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).

       

      “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.

       


      
        
           

        

        
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      “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, 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 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. 

       

      “Goldman
        Sachs”
shall
        mean Goldman Sachs Credit Partners L.P.

       

      “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.

       

      “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 

       


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


      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.

       

      “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 

       


      
        
           

        

        
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      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).

       

      “Intercreditor
        Agreement”
shall
        mean that certain Intercreditor Agreement dated the date hereof among the
        Administrative Agent, the Collateral Agent, Goldman Sachs, as administrative
        agent and collateral agent under the Second 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
        2.05.

       

      “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 Revolving 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 under the relevant Facility), as the Borrower
        may
        elect in the related notice delivered pursuant to Sections 2.03
        or
2.05;
        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.

       


      
        
           

        

        
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      “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.

       

      “Issuing
        Lender”
shall
        mean JPMCB (or any of its banking affiliates), in its capacity as the issuer
        of
        Letters of Credit hereunder, and its successors in such capacity as provided
        in
Section
        2.02(i),
        and one
        or more other Lenders agreeing to act in such capacity, which other Lenders
        shall be reasonably satisfactory to the Borrower and the Administrative Agent.
        The Issuing Lender may, in its reasonable discretion, in consultation with
        the
        Borrower, arrange for one or more Letters of Credit to be issued by Affiliates
        of the Issuing Lender, in which case the term “Issuing Lender” shall include any
        such Affiliate with respect to Letters of Credit issued by such
        Affiliate.

       

      “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.

       

      “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 JPMSI, LBI and UBS, in their capacities as joint bookrunners. 

       


      
        
           

        

        
          24

          
            

          

        

        
           

        

      


      


       

      “Joint
        Lead Arrangers”
shall
        mean JPMSI and LBI, in their capacities as co-lead arrangers.

       

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

       

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

       

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

       

      “LC
        Disbursement”
shall
        mean a Revolving LC Disbursement or a Credit-Linked Deposit LC Disbursement.
        

       

      “LC
        Exposure”
shall
        mean, at any time, the Revolving LC Exposure and the Credit-Linked Deposit
        LC
        Exposure at such time.

       

      “LCPI”
shall
        mean Lehman Commercial Paper Inc.

       

      “Lenders”
shall
        mean the Revolving Lenders and the Credit-Linked Deposit Lenders.

       

      “Letters
        of Credit”
shall
        mean the collective reference to the Revolving Letters of Credit and the
        Credit-Linked Deposit Letters of Credit. Letters of Credit will from time
        to
        time be deemed to be Credit-Linked Deposit Letters of Credit or Revolving
        Letters of Credit in accordance with the provisions of Section
        2.02(a).

       

      “Letter
        of Credit Account”
shall
        mean the account established by the Borrower under the sole and exclusive
        control of the Administrative Agent maintained at the office of the
        Administrative Agent at 270 Park Avenue, New York, New York 10017 designated
        as
        the “Delta Air Lines LC Account” that shall be used solely for the purposes set
        forth herein.

       

      “Letter
        of Credit Fees”
shall
        mean the fees payable in respect of Letters of Credit pursuant to Section
        2.21.

       

      “LIBO
        Rate”
shall
        mean, with respect to each day during each Interest Period pertaining to
        a
        Eurodollar Revolving 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 Revolving 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.

       


      
        
           

        

        
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      “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, collectively, the Revolving Loans and the Credit-Linked Deposit
        Loans.

       

      “Loan
        Documents”
shall
        mean this Agreement, the Letters of Credit (including applications for Letters
        of Credit and related reimbursement agreements), 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 and Letters of Credit), of
        any one
        or more of the Borrower and the Guarantors in an aggregate principal amount
        exceeding $50,000,000.

       

      “Maturity
        Date”
shall
        mean April 30, 2012. 

       

      “Merrill
        Lynch”
shall
        mean Merrill Lynch Commercial Finance Corp. 

       

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

       

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

       

      “Mortgage
        Supplement”
shall
        have the meaning set forth in the First 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.

       


      
        
           

        

        
          26

          
            

          

        

        
           

        

      


      


       

      “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.

       

      “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.

       


      
        
           

        

        
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      “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. 

       

      “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:

       


      
        
           

        

        
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      (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 First 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
        First
        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); 

       


      
        
           

        

        
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      (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 First 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;

       


      
        
           

        

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

       

      (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; 

       


      
        
           

        

        
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      (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

       

      (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 First 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) or 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 

       


      
        
           

        

        
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      the
        general parameters customary in the banking industry, (h) in the case of
        Real
        Property Assets, those Liens specified in the applicable First Lien Real
        Estate
        Mortgage; (i) in the case of any Mortgaged Collateral, those Liens specified
        in
        the applicable First 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.

       

      “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 First Lien SGR Security
        Agreement, as such Schedule may be amended from time to time pursuant to
        the
        First Lien SGR Security Agreement.

       

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

       

      “Prime
        Rate”
shall
        mean the rate of interest per annum publicly announced from time to time
        by
        JPMCB 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.

       


      
        
           

        

        
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      “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.

       

      “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 First Lien Real Estate Mortgage) (including,
        without
        limitation, all Collateral described in the applicable First Lien Real Estate
        Mortgage), and, from time to time, all Collateral identified in a First 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). 

       


      
        
           

        

        
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      “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.

       

      “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 First Lien Aircraft
        Mortgage.

       

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

       

      “Required
        Credit-Linked Deposit Lenders”
shall
        mean the Credit-Linked Deposit Lenders holding more than 50% of the sum of
        (i)
        until the Closing Date, the Total Credit-Linked Deposit then in effect and
        (ii)
        thereafter, the Total Credit-Linked Deposit then in effect (or, if the Total
        Credit-Linked Deposit shall have been reduced to zero pursuant to Section
        2.11
        or
Section
        2.12),
        Lenders holding more than 50% of the sum of (x) the aggregate principal amount
        of all Credit-Linked Deposit Loans outstanding and (y) the Credit-Linked
        Deposit
        LC Exposure.

       

      “Required
        Lenders”
shall
        mean, at any time, Lenders holding more than 50% of (a) until the Closing
        Date,
        the Commitments then in effect and (b) thereafter, the sum of (i) (A) the
        Total
        Credit-Linked Deposit or (B) following the termination of the Credit-Linked
        Deposits, the aggregate principal amount of all Credit-Linked Deposit Loans
        outstanding plus
        the
        Credit-Linked Deposit LC Exposure, and (ii) the Total Revolving Commitments
        then
        in effect or, if the Revolving Commitments have been terminated, the Total
        Revolving Extensions of Credit 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.

       


      
        
           

        

        
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      “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.

       

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

       

      “Revolving
        Availability Period”
shall
        mean the period from and including the Closing Date to but excluding the
        Termination Date.

       

      “Revolving
        Commitment”
shall
        mean the commitment of each Revolving Lender to make Revolving Loans and
        participate in Revolving Letters of Credit hereunder in an aggregate principal
        and/or face amount not to exceed the amount set forth under the heading
“Revolving Commitment” opposite its name in Annex A hereto or in the Assignment
        and Acceptance pursuant to which such Revolving Lender became a party hereto,
        as
        the same may be changed from time to time pursuant to the terms hereof. The
        original aggregate amount of the Total Revolving Commitments is
        $1,000,000,000.

       

      “Revolving
        Commitment Percentage”
shall
        mean, at any time, with respect to each Revolving Lender, the percentage
        obtained by dividing its Revolving Commitment at such time by the Total
        Revolving Commitment or, if the Revolving Commitments have been terminated,
        the
        Revolving Commitment Percentage of each Revolving Lender that existed
        immediately prior to such termination.

       

      “Revolving
        Extensions of Credit”
shall
        mean, as to any Revolving Lender at any time, an amount equal to the sum
        of (a)
        the aggregate principal amount of all Revolving Loans held by such Lender
        then
        outstanding and (b) such Lender’s Revolving Commitment Percentage of the
        Revolving LC Exposure then outstanding.

       

      “Revolving
        Facility”
shall
        have the meaning set forth in the definition of “Facility” in this Section
        1.01.

       

      “Revolving
        LC Commitment”
shall
        mean a Dollar Amount not to exceed $400,000,000.

       

      “Revolving
        LC Disbursement”
shall
        mean a payment made by the Issuing Lender pursuant to a Revolving Letter
        of
        Credit.

       


      
        
           

        

        
          36

          
            

          

        

        
           

        

      


      


       

      “Revolving
        LC Exposure”
shall
        mean, at any time, the sum of (a) the aggregate maximum undrawn Dollar Amount
        of
        all outstanding Revolving Letters of Credit at such time plus
        (b) the
        aggregate Dollar Amount of all Revolving LC Disbursements that have not yet
        been
        reimbursed by or on behalf of the Borrower at such time. The Revolving LC
        Exposure of any Revolving Lender at any time shall be its Revolving Commitment
        Percentage of the total Revolving LC Exposure at such time.

       

      “Revolving
        Lender”
shall
        mean each Lender having a Revolving Commitment.

       

      “Revolving
        Letter of Credit”
shall
        mean any irrevocable letter of credit issued pursuant to Section
        2.02
        (other
        than Credit-Linked Deposit Letters of Credit), which letter of credit shall
        be
        (i) a standby letter of credit, (ii) issued for general corporate purposes
        of
        the Borrower or any Subsidiary, (iii) denominated in Dollars or any
        Alternative Currency and (iv) otherwise in such form as may be reasonably
        approved from time to time by the Administrative Agent and the applicable
        Issuing Lender.

       

      “Revolving
        Letter of Credit Available Amount”
shall
        mean, at any time, the lesser of (i) the excess, if any, of (x) the Revolving
        LC
        Commitment in effect at such time over (y) the Revolving LC Exposure at such
        time and (ii) the excess, if any, of (x) the Total Revolving Commitment in
        effect at such time over (y) the Total Revolving Extensions of Credit
        outstanding at such time. 

       

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

       

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

       

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

       

      “Second
        Lien Credit Agreement”
shall
        mean that certain 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), dated as of April 30, 2007, among the Borrower, the
        Guarantors, the lenders party thereto, Goldman Sachs, as administrative agent
        and collateral agent, and the other parties thereto.

       


      
        
           

        

        
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      “Second
        Lien Obligations”
shall
        have the meaning given to the term “Obligations” in the Second Lien Credit
        Agreement.

       

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

       

      “Second
        Priority Obligations”
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 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 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.

       

      “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 First Lien Aircraft Mortgage.

       

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

       

      “Spare
        Parts Locations”
shall
        have the meaning set forth in the First 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.

       


      
        
           

        

        
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      “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.

       

      “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.

       


      
        
           

        

        
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      “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 and the termination of the Commitments (which, in the case of the
        Credit-Linked Deposit, means that the obligation to issue Credit-Linked Deposit
        Letters of Credit or make Credit-Linked Deposit Loans shall terminate and
        the
        Credit-Linked Deposits shall be returned to the Credit-Linked Deposit Lenders)
        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. 

       

      “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).

       


      
        
           

        

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

       

      “Total
        Credit-Linked Deposit”
shall
        mean, at any time, the sum of all Credit-Linked Deposits at such time, as
        the
        same may be reduced from time to time pursuant to this Agreement.

       

      “Total
        Credit-Linked Deposit LC Available Amount”
shall
        mean, at any time, the excess, if any, of the Total Credit-Linked Deposit
        over
        the then outstanding aggregate principal amount of the Credit-Linked Deposit
        Loans.

       

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

       

      “Total
        Revolving Commitment”
shall
        mean, at any time, the sum of the Revolving Commitments at such
        time.

       

      “Total
        Revolving Extensions of Credit”
shall
        mean, at any time, the aggregate amount of the Revolving Extensions of Credit
        of
        the Revolving Lenders outstanding at such time.

       

      “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 and the request for
        and
        issuance of Letters of Credit hereunder.

       

      “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 and when used in
        reference to any Commitment, refers to whether such Commitment is a Revolving
        Commitment or Credit-Linked Deposit.

       

      “UBS”
shall
        mean UBS Securities LLC.

       

      “UBS
        Finance”
shall
        mean UBS Loan Finance LLC.

       


      
        
           

        

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

       

      “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
        mean, at any time, (a) the Total Revolving Commitment less
        (b) the
        Total Revolving Extensions of Credit.

       

      “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; Credit-Linked Deposit Loans.

       

      (a)    Revolving
        Commitment.
        (i)
        Each
        Revolving Lender severally, and not jointly with the other Revolving Lenders,
        agrees, upon the terms and subject to the conditions herein set forth, to
        make
        revolving credit loans denominated in Dollars (each a “Revolving
        Loan”
and
        collectively, the “Revolving
        Loans”)
        to the
        Borrower at any time and from time to time during the Revolving Availability
        Period in an aggregate principal amount not to exceed, when added to such
        Revolving Lender’s Revolving LC Exposure, the Revolving Commitment of such
        Lender, which Revolving Loans may be repaid and reborrowed in accordance
        with
        the provisions of this Agreement. At
        no
        time shall the sum of the then outstanding aggregate principal amount of
        the
        Revolving Loans plus
        the
        Revolving LC Exposure exceed the Total Revolving Commitment. 

       

      (ii)    
        Each
        Borrowing of a Revolving Loan shall be made from the Revolving Lenders
pro
        rata in
        accordance with their respective Revolving Commitments; provided,
        however,
        that
        the failure of any Revolving Lender to make any Revolving Loan shall not
        in
        itself relieve the other Revolving Lenders of their obligations to
        lend.

       

      (b)    Making
        of Credit-Linked Deposit Loans.
        Each
        Credit-Linked Deposit Lender shall pay to the Administrative Agent its
        Credit-Linked Deposit in full in Dollars on the Closing Date. Upon the terms
        and
        subject to the conditions herein set forth (including, without limitation,
        the
        provisions of Section
        2.27
        and
Section
        4)
        each
        Credit-Linked Deposit Lender, severally and not jointly with the other
        Credit-Linked Deposit Lenders, agrees to make loans 

       


      
        
           

        

        
          43

          
            

          

        

        
           

        

      


      (each
        a
“Credit-Linked
        Deposit Loan”
and
        collectively, the “Credit-Linked
        Deposit Loans”)
        in
        Dollars to the Borrower at any time and from time to time during the
        Credit-Linked Deposit Availability Period; provided
        that,
        after giving effect to any such Credit-Linked Deposit Loan, (i) the aggregate
        outstanding principal amount of the Credit-Linked Deposit Loans of such
        Credit-Linked Deposit Lender plus such Credit-Linked Deposit Lender’s
        Credit-Linked Deposit LC Exposure does not exceed such Credit-Linked Deposit
        Lender’s Credit-Linked Deposit and (ii) the Credit-Linked Deposit Outstanding
        Exposure does not exceed the Total Credit-Linked Deposit. Credit-Linked Deposit
        Loans made pursuant to this subsection (b) may be repaid and reborrowed in
        accordance with the provisions of this agreement. 

       

      (c)    Pro
        Rata Funding.
        Each
        Credit-Linked Deposit Borrowing shall be funded by the Credit-Linked Deposit
        Lenders pro
        rata in
        accordance with their respective Credit-Linked Deposit Percentages, solely
        from
        amounts on deposit in the Credit-Linked Deposit Account pursuant to the terms
        and conditions set forth herein.

       

      (d)    Type
        of Borrowing.
        Except
        as otherwise provided in Section
        2.03(b),
        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. 

       

      (e)    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 provided,
        that an
        ABR Borrowing may be in an aggregate amount that is equal to the entire Unused
        Total Revolving Commitment or the entire Excess Credit-Linked Deposits, as
        the
        case may be, or that is required to finance the reimbursement of an LC
        Disbursement as contemplated by Section
        2.02(f).
        Borrowings of more than one Type may be outstanding at the same time.


       

      (f)    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.   Letters
        of Credit.
        (a)
        General. Subject to the terms and conditions set forth herein (including,
        with
        respect to issuances of Credit-Linked Deposit Letters of Credit, Section
        2.27),
        the
        Borrower may request the issuance of (and, subject to the penultimate sentence
        of clause (b)
        below,
        the Issuing Lender shall issue) (1) Credit-Linked Deposit Letters of Credit,
        at
        any time and from time to time during the Credit-Linked Deposit Availability
        Period, and (2) Revolving Letters of Credit, at any time and from time to
        time
        during the Revolving Availability Period, in each case, for the Borrower’s own
        account or the account of the Borrower or any Subsidiary, in a form reasonably
        acceptable to the Administrative Agent, the Issuing Lender and the Borrower.
        For
        purposes hereof, (i) Letters of Credit shall at all times and from time to
        time
        be deemed to be (x) Credit-Linked Deposit Letters 

       


      
        
           

        

        
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      of
        Credit
        (other than any Letter of Credit denominated in an Alternative Currency)
        to the
        extent the aggregate principal amount of such Letters of Credit does not
        exceed
        the Total Credit-Linked Deposit LC Available Amount and (y) Revolving Letters
        of
        Credit (A) to the extent, and in the amount by which, the aggregate principal
        amount of all outstanding Letters of Credit denominated in Dollars exceeds
        the
        Total Credit-Linked Deposit LC Available Amount and (B) if such Letters of
        Credit are denominated in any Alternative Currency, (ii) drawings under any
        Letter of Credit denominated in any Alternative Currency shall be deemed
        to have
        been made under Revolving Letters of Credit, (iii) drawings under any Letter
        of
        Credit denominated in Dollars shall be deemed to have been made under Revolving
        Letters of Credit for so long as, and to the extent that, there are any undrawn
        Revolving Letters of Credit denominated in Dollars outstanding (and thereafter
        shall be deemed to have been made under Credit-Linked Deposit Letters of
        Credit)
        and (iv) any Letter of Credit denominated in Dollars that expires or terminates
        will be deemed to be a Revolving Letter of Credit, for so long as, and to
        the
        extent that, there are outstanding Revolving Letters of Credit denominated
        in
        Dollars immediately prior to such expiration or termination; provided, however,
        that, at any time during which an Event of Default shall have occurred and
        be
        continuing and the Required Credit-Linked Deposit Lenders shall have notified
        the Administrative Agent of their election to trigger the terms of this proviso,
        (I) Letters of Credit denominated in Dollars shall be deemed to be Revolving
        Letters of Credit and Credit-Linked Deposit Letters of Credit, (II) drawings
        under Letters of Credit denominated in Dollars shall be deemed to have been
        made
        under Revolving Letters of Credit and Credit-Linked Deposit Letters of Credit
        and (III) any Letter of Credit that expires or terminates shall be deemed
        to be
        a Revolving Letter of Credit and a Credit-Linked Deposit Letter of Credit,
        in
        each case pro rata based upon (1) the Revolving LC Exposure immediately prior
        to
        such Event of Default determined in accordance with the foregoing provisions
        of
        this Section
        2.02(a)
        and (2)
        the Credit-Linked Deposit LC Exposure immediately prior to such Event of
        Default
        determined in accordance with the foregoing provisions of this Section
        2.02(a).
        To the
        extent necessary to implement the foregoing, the identification of a Letter
        of
        Credit as a Revolving Letter of Credit or a Credit-Linked Deposit Letter
        of
        Credit may change from time to time and a portion of a Letter of Credit may
        be
        deemed to be a Credit-Linked Deposit Letter of Credit and the remainder be
        deemed to be a Revolving Letter of Credit. Any such reallocations shall be
        made
        in a manner to be determined by the Administrative Agent. In the event of
        any
        inconsistency between the terms and conditions of this Agreement and the
        terms
        and conditions of any form of letter of credit application or other agreement
        submitted by the Borrower to, or entered into by the Borrower with, the Issuing
        Lender relating to any Letter of Credit, the terms and conditions of this
        Agreement shall control. 

       

      


      (b)    Notice
        of Issuance, Amendment, Renewal, Extension; Certain Conditions.
        To
        request the issuance of a Letter of Credit (or the amendment, renewal or
        extension of an outstanding Letter of Credit), the Borrower shall either
        provide
        (i) telephonic notice promptly followed by written notice or (ii) hand deliver
        or telecopy (or transmit by electronic communication, if arrangements for
        doing
        so have been approved by the Issuing Lender (which approval shall not be
        unreasonably withheld, delayed or conditioned)) to the Issuing Lender and
        the
        Administrative Agent (reasonably in advance of the requested date of issuance,
        amendment, renewal or extension) a notice requesting the issuance of a Letter
        of
        Credit, or identifying the Letter of Credit to be amended, renewed or extended,
        and specifying (1) the date of issuance, amendment, renewal or extension
        (which
        shall be a Business Day), (2) the date on which such 

       


      
        
           

        

        
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      Letter
        of
        Credit is to expire (which shall comply with paragraph (c) of this
        Section), (3) the amount of such Letter of Credit, (4) for Revolving Letters
        of
        Credit, the currency of such Letter of Credit, (5) the name and address of
        the
        beneficiary thereof and (6) such other information as shall be necessary
        to
        prepare, amend, renew or extend such Letter of Credit. If requested by the
        Issuing Lender, the Borrower also shall submit a letter of credit application
        on
        the Issuing Lender’s standard form in connection with any request for a Letter
        of Credit; provided,
        that to
        the extent such standard form is inconsistent with the Loan Documents, the
        Loan
        Documents shall control. A Letter of Credit shall be issued, amended, renewed
        or
        extended only if (and upon issuance, amendment, renewal or extension of each
        Letter of Credit the Borrower shall be deemed to represent and warrant that),
        after giving effect to such issuance, amendment, renewal or extension (v)
        the LC
        Exposure shall not exceed the sum of the Revolving LC Commitment and the
        Total
        Credit-Linked Deposit, (w) the Revolving LC Exposure shall not exceed the
        Revolving LC Commitment, (x) the aggregate amount of the Unused Total Revolving
        Commitment shall not be less than zero, (y) the Credit-Linked Deposit LC
        Exposure shall not exceed the Total Credit-Linked Deposit and (z) the
        Credit-Linked Deposit Outstanding Exposure shall not exceed the Total
        Credit-Linked Deposit. No Issuing Lender (other than an Affiliate of the
        Administrative Agent) shall permit any such issuance, renewal, extension
        or
        amendment resulting in an increase in the amount of any Letter of Credit
        to
        occur without first obtaining written confirmation from the Administrative
        Agent
        that it is then permitted under this Agreement.

       

      (c)    Expiration
        Date.
        Each
        Letter of Credit shall expire at or prior to the close of business on the
        earlier of (i) the date that is one year after the date of the issuance of
        such Letter of Credit (or, in the case of any renewal or extension thereof,
        one
        year after such renewal or extension) and (ii) the date that is five Business
        Days prior to the Maturity Date.

       

      (d)    Participations.
        (A)
        By the
        issuance of a Revolving Letter of Credit (or an amendment, renewal or extension
        of a Revolving Letter of Credit, including any amendment increasing the amount
        thereof, or in connection with any part of any Letter of Credit being deemed
        to
        be a Revolving Letter of Credit pursuant to Section
        2.02(a)),
        and
        without any further action on the part of the Issuing Lender or the Revolving
        Lenders, the Issuing Lender hereby grants to each Revolving Lender, and each
        Revolving Lender hereby acquires from the Issuing Lender, a participation
        in
        such Revolving Letter of Credit equal to such Revolving Lender’s Revolving
        Commitment Percentage of the Dollar Amount available to be drawn under such
        Letter of Credit. In consideration and in furtherance of the foregoing, each
        Revolving Lender hereby absolutely and unconditionally agrees to pay to the
        Administrative Agent, for the account of the Issuing Lender, such Revolving
        Lender’s Revolving Commitment Percentage of the Dollar Amount of each Revolving
        LC Disbursement made by the Issuing Lender and not reimbursed by the Borrower
        on
        the date due as provided in paragraph (e)
        of this
        Section, or of any reimbursement payment required to be refunded to the Borrower
        for any reason. Each Revolving Lender acknowledges and agrees that its
        obligation to acquire participations pursuant to this paragraph in respect
        of
        Revolving Letters of Credit is absolute and unconditional and shall not be
        affected by any circumstance whatsoever, including any amendment, renewal
        or
        extension of any Revolving Letter of Credit or the occurrence of an Event
        of
        Default or reduction or termination of the Revolving Commitments, and that
        each
        such payment shall be made without any offset, abatement, withholding or
        reduction whatsoever.

       


      
        
           

        

        
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      (B)    By
        the
        issuance of a Credit-Linked Deposit Letter of Credit (or an amendment, renewal
        or extension of a Credit-Linked Deposit Letter of Credit, including any
        amendment increasing the amount thereof, or in connection with any part of
        any
        Letter of Credit being deemed to be a Credit-Linked Deposit Letter of Credit
        pursuant to Section
        2.02(a))
        and
        without any further action on the part of the Issuing Lender or the
        Credit-Linked Deposit Lenders, the Issuing Lender hereby grants to each
        Credit-Linked Deposit Lender, and each Credit-Linked Deposit Lender hereby
        acquires from the Issuing Lender, a participation in such Credit-Linked Deposit
        Letter of Credit equal to such Credit-Linked Deposit Lender’s Credit-Linked
        Deposit Percentage of the aggregate principal amount available to be drawn
        under
        such Credit-Linked Deposit Letter of Credit. In consideration and in furtherance
        of the foregoing, each Credit-Linked Deposit Lender hereby absolutely and
        unconditionally agrees that if the Issuing Lender makes a Credit-Linked Deposit
        LC Disbursement which is not reimbursed by the Borrower on the date due as
        provided in paragraph (e)
        of this
        Section, or is required to refund any reimbursement payment in respect of
        a
        Credit-Linked Deposit LC Disbursement to the Borrower for any reason, the
        Administrative Agent shall reimburse the Issuing Lender for the amount of
        such
        Credit-Linked Deposit LC Disbursement from the Credit-Linked Deposit Lenders’
Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account on
        a pro
        rata basis in accordance with each Credit-Linked Deposit Lender’s Credit-Linked
        Deposit Percentage of such Credit-Linked Deposit LC Disbursement. In the
        event
        any such Credit-Linked Deposits are withdrawn by the Administrative Agent
        from
        the Credit-Linked Deposit Account to reimburse the Issuing Lender for an
        unreimbursed Credit-Linked Deposit LC Disbursement, the Borrower shall have
        the
        right, but not the obligation, at any time prior to the Maturity Date, to
        pay
        over to the Administrative Agent in reimbursement thereof an amount equal
        to the
        amount so charged, and such payment shall be deposited by the Administrative
        Agent in the Credit-Linked Deposit Account. A certificate of the Issuing
        Lender
        submitted to any Credit-Linked Deposit Lender with respect to any amounts
        owing
        under this section shall be conclusive in the absence of manifest error.
        Each
        Credit-Linked Deposit Lender acknowledges and agrees that its obligation
        to
        acquire and fund participations in respect of Credit-Linked Deposit Letters
        of
        Credit pursuant to this subparagraph (B)
        is
        absolute, unconditional and irrevocable and shall not be affected by any
        circumstance whatsoever, including any amendment, renewal or extension of
        any
        Credit-Linked Deposit Letter of Credit or the occurrence of an Event of Default
        or the return of the Credit-Linked Deposits, and that each such payment shall
        be
        made without any offset, abatement, withholding or reduction whatsoever.
        Without
        limiting the foregoing, each Credit-Linked Deposit Lender irrevocably authorizes
        the Administrative Agent to apply amounts of its Credit-Linked Deposit as
        provided in this subparagraph (B),
        whether
        or not the conditions to borrow set forth in Section
        4.02
        are
        satisfied.
        Each
        Credit-Linked Deposit Lender hereby grants, without prejudice to the other
        provisions of this Agreement, to the Issuing Lender a security interest in
        its
        interest in the Credit-Linked Deposit Account and all amounts on deposit
        therein
        as collateral security for its obligations to the Issuing Lender under this
        Agreement and agrees that the Issuing Lender may exercise all rights and
        remedies of a secured party under the UCC or any other applicable law.


       

      (e)    Reimbursement.
        If the
        Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit,
        the Borrower shall reimburse such LC Disbursement by paying to the
        Administrative Agent an amount equal to the Dollar Amount of such LC
        Disbursement or (subject to the two immediately succeeding sentences), with
        respect to any Revolving Letter of Credit denominated in an Alternative
        Currency, an amount equal to the amount of such 

       


      
        
           

        

        
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      Revolving
        LC Disbursement in the applicable Alternative Currency not later than the
        first
        Business Day following the date the Borrower receives notice of such LC
        Disbursement; provided,
        that,
        in the case of any LC Disbursement made in Dollars, to the extent not reimbursed
        and, subject to the satisfaction (or waiver) of the conditions to borrowing
        set
        forth herein, including, without limitation, making a request in accordance
        with
Section
        2.03(a)
        or
2.02(e)(B)
        that
        such payment shall be financed with an ABR Revolving Borrowing or Credit-Linked
        Deposit Loans, as the case may be, in an equivalent amount and, to the extent
        so
        financed, the Borrower’s obligation to make such payment shall be discharged and
        replaced by the resulting ABR Revolving Borrowing or Credit-Linked Deposit
        Loans, as the case may be.
        If the
        Borrower’s reimbursement of, or obligation to reimburse, any amounts in any
        Alternative Currency would subject the Administrative Agent, the applicable
        Issuing Lender or any Lender to any stamp duty, ad valorem charge or similar
        tax
        that would not be payable if such reimbursement were made or required to
        be made
        in Dollars, the Borrower shall pay the amount of any such tax requested by
        the
        Administrative Agent, the relevant Issuing Lender or Lender. If the Borrower
        fails to make such payment when due, then (i) if such payment relates to
        an
        Alternative Currency Revolving Letter of Credit, automatically and with no
        further action required, the Borrower’s obligation to reimburse the applicable
        Revolving LC Disbursement shall be permanently converted into an obligation
        to
        reimburse the Dollar Amount of such Revolving LC Disbursement and (ii) the
        Administrative Agent shall promptly notify the applicable Issuing Lender
        of the
        applicable Revolving LC Disbursement and the Dollar Amount thereof.

       

      (A)    If
        the
        Borrower fails to make any payment due under paragraph (e)
        above
        with respect to a Revolving Letter of Credit when due (including by a
        Borrowing), the Administrative Agent shall notify each Revolving Lender of
        the
        applicable Revolving LC Disbursement (as converted to Dollars, if applicable),
        the payment then due from the Borrower in respect thereof and such Revolving
        Lender’s Revolving Commitment Percentage thereof. Promptly following receipt of
        such notice, each Revolving Lender shall pay to the Administrative Agent
        its
        Revolving Commitment Percentage of the payment then due from the Borrower,
        in
        the same manner as provided in Section
        2.04
        with
        respect to Revolving Loans made by such Revolving Lender (and Section
        2.04
        shall
        apply, mutatis mutandis,
        to the
        payment obligations of the Revolving Lenders), and the Administrative Agent
        shall promptly pay to the Issuing Lender the amounts so received by it from
        the
        Revolving Lenders. Promptly following receipt by the Administrative Agent
        of any
        payment from the Borrower pursuant to this Section
        2.02(e)
        with
        respect to any Revolving LC Disbursement, the Administrative Agent shall
        distribute such payment to the Issuing Lender or, to the extent that Revolving
        Lenders have made payments pursuant to this paragraph to reimburse the Issuing
        Lender, then to such Revolving Lenders and the Issuing Lender as their interests
        may appear. Any payment made by a Revolving Lender pursuant to this paragraph
        to
        reimburse the Issuing Lender for any Revolving LC Disbursement (other than
        the
        funding of ABR Loans as contemplated above) shall not constitute a Revolving
        Loan and shall not relieve the Borrower of its obligation to reimburse such
        LC
        Disbursement.

       

       


      
        
           

        

        
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      (B)    If
        the
        Borrower is obligated to make any payment due under paragraph (e)
        above
        with respect to a Credit-Linked Deposit Letter of Credit when due (including
        by
        a Borrowing), the Administrative Agent shall notify each Credit-Linked Deposit
        Lender of the applicable Credit-Linked Deposit LC Disbursement, the payment
        then
        due from the Borrower in respect thereof and such Credit-Linked Deposit Lender’s
        Credit-Linked Deposit Percentage thereof, and the Administrative Agent shall
        promptly withdraw and pay to the Issuing Lender each Credit-Linked Deposit
        Lender’s Credit-Linked Deposit Percentage of the Dollar Amount of such
        Credit-Linked Deposit LC Disbursement from such Credit-Linked Deposit Lender’s
        Credit-Linked Deposit. Upon telephonic notice to the Administrative Agent,
        the
        Borrower may elect that amounts so withdrawn be deemed Credit-Linked Deposit
        Loans made on such date by each such Credit-Linked Deposit Lender in an amount
        equal to its Credit-Linked Deposit Percentage of the amount of such withdrawal;
        provided
        that at
        the time of such election the conditions to borrowing set forth in Section
        4.02
        shall
        have been met with respect to any such Credit-Linked Deposit Loan. Promptly
        following receipt by the Administrative Agent of any payment by the Borrower
        in
        respect of any Credit-Linked Deposit LC Disbursement, the Administrative
        Agent
        shall credit such payment to the Credit-Linked Deposit Account to be added
        to
        the Credit-Linked Deposits of the Credit-Linked Deposit Lenders in accordance
        with their Credit-Linked Deposit Percentages. The Borrower acknowledges that
        each payment made pursuant to this subparagraph (B) in respect of any
        Credit-Linked Deposit LC Disbursement is required to be made for the benefit
        of
        the distributees indicated in the immediately preceding sentence. Any
        payment made from the Credit-Linked Deposit Account, or from funds of the
        Administrative Agent, pursuant to this paragraph to reimburse the Issuing
        Lender
        for any Credit-Linked Deposit LC Disbursement (other than the funding of
        Credit-Linked Deposit Loans as contemplated above) shall not constitute a
        Loan
        and shall not relieve the Borrower of its obligation to reimburse such
        Credit-Linked Deposit LC Disbursement. 

       

      (f)    Obligations
        Absolute.
        The
        Borrower’s obligation to reimburse LC Disbursements as provided in
        paragraph (e) of this Section shall be absolute, unconditional and
        irrevocable, and shall be performed strictly in accordance with the terms
        of
        this Agreement under any and all circumstances whatsoever and irrespective
        of
        (i) any lack of validity or enforceability of any Letter of Credit or this
        Agreement, or any term or provision therein or herein, (ii) any draft or
        other
        document presented under a Letter of Credit proving to be forged, fraudulent
        or
        invalid in any respect or any statement therein being untrue or inaccurate
        in
        any respect, (iii) payment by the Issuing Lender under a Letter of Credit
        against presentation of a draft or other document that does not comply with
        the
        terms of such Letter of Credit, or (iv) any other event or circumstance
        whatsoever, whether or not similar to any of the foregoing, that might, but
        for
        the provisions of this Section, constitute a legal or equitable discharge
        of, or
        provide a right of setoff against, the Borrower’s obligations hereunder. Neither
        the Administrative Agent, the Revolving Lenders, the Credit-Linked Deposit
        Lenders nor the Issuing Lender, nor any of their Related Parties, shall have
        any
        liability or responsibility by reason of or in connection with the issuance
        or
        transfer of any Letter of Credit or any payment or failure to make any payment
        thereunder (irrespective of any of the circumstances referred to in the
        preceding sentence), or any error, omission, interruption, loss or delay
        in
        transmission or delivery of any draft, notice or other communication under
        or
        relating to any Letter of Credit (including any document required to make
        a
        drawing thereunder), any error in interpretation of technical terms or any
        consequence

       


      
        
           

        

        
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      arising
        from causes beyond the control of the Issuing Lender; provided,
        that
        the foregoing shall not be construed to excuse the Issuing Lender from liability
        to the Borrower to the extent of any direct damages (as opposed to consequential
        damages, claims in respect of which are hereby waived by the Borrower to
        the
        extent permitted by applicable law) suffered by the Borrower that are caused
        by
        the Issuing Lender’s failure to exercise care when determining whether drafts
        and other documents presented under a Letter of Credit comply with the terms
        thereof. The parties hereto expressly agree that, in the absence of gross
        negligence, bad faith or willful misconduct on the part of the Issuing Lender
        (as finally determined by a court of competent jurisdiction), the Issuing
        Lender
        shall be deemed to have exercised care in each such determination. In
        furtherance of the foregoing and without limiting the generality thereof,
        the
        parties agree that, with respect to documents presented which appear on their
        face to be in substantial compliance with the terms of a Letter of Credit,
        the
        Issuing Lender may, in its sole discretion, either accept and make payment
        upon
        such documents without responsibility for further investigation, regardless
        of
        any notice or information to the contrary, or refuse to accept and make payment
        upon such documents if such documents are not in strict compliance with the
        terms of such Letter of Credit.

       

      (g)    Disbursement
        Procedures.
        The
        Issuing Lender shall, promptly following its receipt thereof, examine all
        documents purporting to represent a demand for payment under a Letter of
        Credit.
        The Issuing Lender shall promptly notify the Administrative Agent and the
        Borrower by telephone (confirmed by telecopy) of such demand for payment
        and
        whether the Issuing Lender has made or will make an LC Disbursement thereunder;
        provided,
        that
        any failure to give or delay in giving such notice shall not relieve the
        Borrower of its obligation to reimburse the Issuing Lender and the Revolving
        Lenders or Credit-Linked Deposit Lenders with respect to any such LC
        Disbursement in accordance with the terms herein.

       

      (h)    Interim
        Interest.
        If the
        Issuing Lender shall make any LC Disbursement, then, unless the Borrower
        shall
        reimburse (including by a Borrowing) such LC Disbursement in full not later
        than
        the first Business Day following the date such LC Disbursement is made, the
        unpaid amount thereof shall bear interest, for each day from and including
        the
        date such LC Disbursement is made to but excluding the date that the Borrower
        reimburses such LC Disbursement, at the rate per annum then applicable to
        ABR
        Revolving Loans; provided,
        that,
        if the Borrower fails to reimburse such LC Disbursement when due pursuant
        to
        paragraph (e) of this Section, then Section
        2.08
        shall
        apply; provided further
        that, in
        the case of a Revolving LC Disbursement made under a Revolving Letter of
        Credit
        in an Alternative Currency, the amount of interest due with respect thereto
        shall (i) in the case of any Revolving LC Disbursement that is reimbursed
        on the
        Business Day immediately succeeding such Revolving LC Disbursement, (A) be
        payable in the applicable Alternative Currency and (B) if not reimbursed
        on the
        date of such Revolving LC Disbursement, bear interest at a rate equal to
        the
        rate reasonably determined by the applicable Issuing Lender to be the cost
        to
        such Issuing Lender of funding such Revolving LC Disbursement plus the
        Applicable Margin applicable to Eurodollar Revolving Loans at such time and
        (ii)
        in the case of any Revolving LC Disbursement that is reimbursed after the
        Business Day immediately succeeding such Revolving LC Disbursement (A) be
        payable in Dollars, (B) accrue on the Dollar Amount of such Revolving LC
        Disbursement and (C) bear interest as provided above. Interest accrued pursuant
        to this paragraph shall be for the account of the Issuing Lender, except
        that
        interest accrued on and after the date of payment by any Revolving Lender
        pursuant to paragraph (e)(A)
        of this
        Section or from the Credit-Linked Deposit of any Credit-Linked Deposit Lender
        pursuant to paragraph (e)(B)
        of this
        Section to reimburse the Issuing Lender shall be for the account of such
        Lender
        to the extent of such payment. 

       


      
        
           

        

        
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      (i)    Replacement
        of the Issuing Lender.
        Any
        Issuing Lender may be replaced at any time by written agreement among the
        Borrower, the Administrative Agent, the replaced Issuing Lender and the
        successor Issuing Lender. The Administrative Agent shall notify the Revolving
        Lenders and the Credit-Linked Deposit Lenders of any such replacement of
        the
        Issuing Lender. At the time any such replacement shall become effective,
        the
        Borrower shall pay all unpaid fees accrued for the account of the replaced
        Issuing Lender pursuant to Section
        2.21.
        From
        and after the effective date of any such replacement, (i) the successor Issuing
        Lender shall have all the rights and obligations of the Issuing Lender under
        this Agreement with respect to Letters of Credit to be issued thereafter
        and
        (ii) references herein to the term “Issuing Lender” shall be deemed to refer to
        such successor or to any previous Issuing Lender, or to such successor and
        all
        previous Issuing Lenders, as the context shall require. After the replacement
        of
        an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party
        hereto and shall continue to have all the rights and obligations of an Issuing
        Lender under this Agreement with respect to Letters of Credit issued by it
        prior
        to such replacement, but shall not be required to issue additional Letters
        of
        Credit.

       

      (j)    Replacement
        of Letters of Credit; Cash Collateralization.
        The
        Borrower shall (i) upon or prior to the occurrence of the Termination Date
        (x) cause all Letters of Credit which expire after the Termination Date
        (the “Outstanding
        Letters of Credit”)
        to be
        returned to the Issuing Lender undrawn and marked “cancelled” or (y) if the
        Borrower does not do so in whole or in part either (A) provide one or more
“back-to-back” letters of credit to each applicable Issuing Lender with respect
        to any such Outstanding Letters of Credit in a form reasonably satisfactory
        to
        each such Issuing Lender and the Administrative Agent, issued by a bank
        reasonably satisfactory to each such Issuing Lender and the Administrative
        Agent, and/or (B) deposit cash in the Letter of Credit Account, as
        collateral security for the Borrower’s reimbursement obligations in connection
        with any such Outstanding Letters of Credit (such deposit in the amounts
        set
        forth below “Cash
        Collateralization”),
        such
        cash (or any applicable portion thereof) to be promptly remitted to the Borrower
        (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)
        upon
        the expiration, cancellation or other termination or satisfaction of the
        Borrower’s reimbursement obligations with respect to such Outstanding Letters of
        Credit, in whole or in part; in an aggregate principal amount for all such
        “back-to-back” letters of credit and any such Cash Collateralization equal to
        102% of the then outstanding amount of all LC Exposure (less
        the
        amount, if any, on deposit in the Letter of Credit Account prior to taking
        any
        action pursuant to clauses (A) or (B) above) and (ii) if required pursuant
        to
Section
        2.28(b),
        deposit
        in the Letter of Credit Account, an amount required pursuant to Section
        2.28(b);
        provided
        that the
        portions of such amount attributable to undrawn Alternative Currency Revolving
        Letters of Credit or Revolving LC Disbursements in an Alternative Currency
        that
        the Borrower is not late in reimbursing shall be deposited in the applicable
        Alternative Currencies in the actual amounts of such undrawn Revolving Letters
        of Credit and Revolving LC Disbursements. The Administrative Agent shall
        have
        exclusive dominion and control, including the exclusive right of withdrawal,
        over the Letter of Credit Account. Other than any interest earned on the
        investment of such deposits, which investments shall be made at the option
        and
        sole discretion of the Administrative Agent (in accordance with its usual
        and
        customary practices for investments of 

       


      
        
           

        

        
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      this
        type) and at the Borrower’s risk and reasonable expense, such deposits shall not
        bear interest. Interest or profits, if any, on such investments shall accumulate
        in such account. Moneys in such account shall be applied by the Administrative
        Agent to reimburse the Issuing Lender for LC Disbursements for which it has
        not
        been reimbursed and, to the extent not so applied, shall be held for the
        satisfaction of the reimbursement obligations of the Borrower for the LC
        Exposure at such time.
        If the
        Borrower is required to provide an amount of cash collateral hereunder pursuant
        to Section
        2.28(b),
        such
        amount (to the extent not applied as aforesaid) shall be returned to the
        Borrower within three Business Days after Section
        2.28(b)
        no
        longer requires the provision of such cash collateral.

       

      (k)    Issuing
        Lender Agreements.
        Unless
        otherwise requested by the Administrative Agent, each Issuing Lender shall
        report in writing to the Administrative Agent (i) on the first Business Day
        of
        each week, the daily activity (set forth by day) in respect of Letters of
        Credit
        during the immediately preceding week, including all issuances, extensions,
        amendments and renewals, all expirations and cancellations and all disbursements
        and reimbursements, (ii) on or prior to each Business Day on which such Issuing
        Lender expects to issue, amend, renew or extend any Letter of Credit, the
        date
        of such issuance, amendment, renewal or extension, the aggregate face amount
        of
        the Letters of Credit to be issued, amended, renewed, or extended by it (and
        whether, subject to Section
        2.02(b),
        the
        face amount of any such Letter of Credit was changed thereby) and the aggregate
        face amount of such Letters of Credit outstanding after giving effect to
        such
        issuance, amendment, renewal or extension, (iii) on each Business Day on
        which
        such Issuing Lender makes any LC Disbursement, the date of such LC Disbursement
        and the amount of such LC Disbursement, (iv) on any Business Day on which
        a
        Borrower fails to reimburse an LC Disbursement required to be reimbursed
        to such
        Issuing Lender on such day, the date of such failure, and the amount of such
        LC
        Disbursement and (v) on any other Business Day, such other information as
        the
        Administrative Agent shall reasonably request.

       

      (l)    Conversion.
        In the
        event that the Loans become immediately due and payable on any date pursuant
        to
Section
        7.01,
        all
        amounts (i) that the Borrower is at the time or thereafter becomes required
        to
        reimburse or otherwise pay to the Administrative Agent in respect of Revolving
        LC Disbursements made under any Alternative Currency Letter of Credit (other
        than amounts in respect of which such Borrower has deposited cash collateral
        pursuant to Section
        2.02(j),
        if such
        cash collateral is deposited in the applicable Alternative Currency to the
        extent so deposited or applied), (ii) that the Revolving Lenders are at the
        time
        or thereafter become required to pay to the Administrative Agent and the
        Administrative Agent is at the time or thereafter becomes required to distribute
        to the applicable Issuing Lender pursuant to Section
        2.02(e)
        in
        respect of unreimbursed Revolving LC Disbursements made under any Alternative
        Currency Revolving Letter of Credit and (iii) of each Revolving Lender’s
        participation in any Alternative Currency Letter of Credit under which a
        Revolving LC Disbursement has been made shall, automatically and with no
        further
        action required, be converted into the Dollar Amount of such amounts. On
        and
        after such conversion, all amounts accruing and owed to the Administrative
        Agent, the applicable Issuing Lender or any Lender in respect of the Obligations
        described in this paragraph shall accrue and be payable in Dollars at the
        rates
        otherwise applicable hereunder. 

       

      SECTION
        2.03. Requests
        for Borrowings. 

       


      
        
           

        

        
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      (a)    Revolving
        Loans.
        Unless
        otherwise agreed to by the Administrative Agent in connection with making
        the
        initial Revolving Loans, to request a Borrowing of Revolving 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, three (3) 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; provided,
        that
        any such notice of an ABR Borrowing to finance the reimbursement of an LC
        Disbursement as contemplated by Section
        2.02(e)
        may be
        given not later than 12:00 noon, New York City time, on the date of the proposed
        Borrowing. Each such telephonic Borrowing Request 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. Each such telephonic and written Borrowing Request
        shall specify the following information in compliance with Section
        2.01(a):

       

      (i) the
        aggregate amount of the requested Borrowing (which shall comply with
Section
        2.01(e));

       

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

       

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

       

      (iv) in
        the
        case of a Eurodollar Borrowing, the initial Interest Period to be 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 requested Eurodollar Borrowing, then the Borrower shall be deemed to
        have
        selected an Interest Period of one month’s duration. Promptly following receipt
        of a Borrowing Request in accordance with this Section
        2.03(a),
        the
        Administrative Agent shall advise each Revolving Lender of the details thereof
        and of the amount of such Revolving Lender’s Loan to be made as part of the
        requested Borrowing. 

       

      (b)    Credit-Linked
        Deposit Loan.
        To
        request the Borrowing of Credit-Linked Deposit 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, three
        (3)
        Business Days (or, in the case of a Borrowing on the Closing Date, 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; provided,
        that
        any such notice of an ABR Borrowing to finance the reimbursement of an LC
        Disbursement as contemplated by Section
        2.02(e)
        may be
        given not later than 12:00 noon, 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:

       


      
        
           

        

        
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      (i) the
        aggregate amount of the requested Borrowing (which shall comply with
Section
        2.01(e));

       

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

       

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

       

      (iv) 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
        2.03(b),
        the
        Administrative Agent shall advise each Credit-Linked Deposit Lender of the
        details thereof and of the amount of such Credit-Linked Deposit Lender’s Loan to
        be made as part of the requested Borrowing. 

       

      SECTION
        2.04.   Funding
        of Borrowings.
        (a)
        Each Revolving Lender shall make each Revolving 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; provided that ABR Loans made
        to
        finance the reimbursement of an LC Disbursement as provided in Section
        2.02(e)
        shall be
        remitted by the Administrative Agent to the Issuing Lender.

       

      (b)    Unless
        the Administrative Agent shall have received notice from a Revolving 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.

       


      
        
           

        

        
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      (c)    Each
        Credit-Linked Deposit Lender hereby irrevocably authorizes the Administrative
        Agent to make available to the Borrower an amount on deposit in the Deposit
        Account equal to such Credit Linked Deposit Lender’s Percentage of such
        Credit-Linked Deposit Borrowing (it being understood that the funding obligation
        of each Credit-Linked Deposit Lender with respect to such Borrowing shall
        be
        required to be satisfied solely by making such amount available, and the
        Borrower shall have no recourse against such Credit-Linked Deposit Lender
        with
        respect to the satisfaction of such funding obligation). The Administrative
        Agent shall disburse the relevant portions of the amounts on deposit in the
        Credit-Linked Deposit Accounts in the manner specified in the applicable
        Borrowing Request.

      


      SECTION
        2.05. 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
        2.03(a)
        or
Section
        2.03(b)
        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 Revolving 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.

       


      
        
           

        

        
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      (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
        2.06. 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
        2.07. Interest
        on Loans.

       

      (a)    Subject
        to the provisions of Section
        2.08,
        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
        2.08,
        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
        2.08. 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 (including, without limitation, the reimbursement
        pursuant to Section
        2.02(e)
        of any
        LC Disbursements), 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
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        (after as well as 

       


      
        
           

        

        
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      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%, (b) in the case of overdue unreimbursed amounts
        with
        respect to any Credit-Linked Deposit LC Disbursement, the rate otherwise
        applicable to such Credit-Linked Deposit LC Disbursement as provided in
Section
        2.02(h)
        plus 2%
        and (c) in the case of all other amounts, the rate applicable for ABR Loans
        plus
        2.0%.

       

      SECTION
        2.09. Alternate
        Rate of Interest.
        In the
        event, and on each occasion, that on the date that is two Business Days prior
        to
        (i) the commencement of any Interest Period for a Eurodollar Loan or (ii)
        the
        determination of the Benchmark LIBOR Rate, 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 or the Benchmark LIBOR 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,
        (i) 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 and (ii) the Credit-Linked Deposits
        shall
        be invested so as to earn a return equal to 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 and, for purposes of
        Section
        2.27(b),
        shall
        equal the then applicable ABR. 

       

      SECTION
        2.10. Amortization
        of Credit-Linked Deposits; Repayment of Loans; Evidence of
        Debt.

       

      (a)    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.

       

      (b)    The
        Administrative Agent shall return Credit-Linked Deposits in the aggregate
        amount
        of $6,000,000 to the Credit-Linked Deposit Lenders on March 31 of each year,
        beginning on March 31, 2008. To the extent not previously returned and subject
        to the Borrower’s compliance with Section
        2.12(c),
        all
        Credit-Linked Deposits shall be returned to the Credit-Linked Deposit Lenders
        on
        the Maturity Date. Any optional return of Credit-Linked Deposits effected
        pursuant to Section
        2.11
        shall be
        applied to reduce the subsequent scheduled returns of Credit-Linked Deposits
        as
        directed by the Borrower. Each return of Credit-Linked Deposits pursuant
        to this
Section
        2.10(b)
        shall be
        accompanied by accrued interest on the amount of Credit-Linked Deposits so
        returned to but excluding the date of return.

       

      (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.

       


      
        
           

        

        
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      (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).

       

      SECTION
        2.11. Optional
        Termination or Reduction of Commitment; Reduction of Credit-Linked
        Deposits.
        (a) Upon
        at least one (1) Business Day prior written notice to the Administrative
        Agent,
        the Borrower may at any time in whole permanently terminate, or from time
        to
        time in part permanently reduce, the Unused Total Revolving Commitment; provided
        that each such notice shall be revocable to the extent such termination or
        reduction would have resulted from a refinancing of the Obligations, which
        refinancing shall not be consummated or shall otherwise be delayed. Each
        such
        reduction of the Unused Total Revolving Commitment shall be in the principal
        amount not less than $5,000,000 and in an integral multiple of $1,000,000.
        Simultaneously with each reduction or termination of the Revolving Commitment,
        the Borrower shall pay to the Administrative Agent for the account of each
        Revolving Lender the Commitment Fee accrued and unpaid on the amount of the
        Revolving Commitment of such Revolving Lender so terminated or reduced through
        the date thereof. Any reduction of the Total Revolving Commitment pursuant
        to
        this Section shall be applied to reduce the Revolving Commitment of each
        Revolving Lender on a pro rata basis.

       

      (b)    Upon
        at
        least one (1) Business Day prior written notice, the Borrower may at any
        time or
        from time to time direct the Administrative Agent to permanently reduce the
        Total Credit-Linked Deposits; provided
        that
        each such notice shall be revocable to the extent such termination or reduction
        would have resulted from a refinancing of the Obligations, which refinancing
        shall not be consummated or shall otherwise be delayed; and provided further
        that (i)
        each reduction of the Credit-Linked Deposits shall be in a principal amount
        not
        less than $5,000,000 and in an integral multiple of $1,000,000 and (ii) the
        Borrower shall not direct the Administrative Agent to reduce the Credit-Linked
        Deposits if, after giving effect to such

       


      
        
           

        

        
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      reduction
        (and to the provisions of Section
        2.02(a)),
        the
        aggregate Credit-Linked Deposit Outstanding Exposure would exceed the Total
        Credit-Linked Deposit. In the event the Credit-Linked Deposits shall be reduced
        as provided in the preceding sentence, such reduction shall be applied ratably
        to the Credit-Linked Deposits of the Credit-Linked Deposit Lenders and the
        Administrative Agent will return all amounts in the Credit-Linked Deposit
        Account in excess of the reduced Total Credit-Linked Deposit to the
        Credit-Linked Deposit Lenders, ratably in accordance with their Credit-Linked
        Deposit Percentages of the Total Credit-Linked Deposit (as determined
        immediately prior to such reduction).

       

      SECTION
        2.12. 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)
        or
6.06(b)
        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(a)
        and
(b))
        into an
        account that is maintained with the 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(d)
        or, at
        the option of the Borrower at any time, may be applied in accordance with
        the
        requirements of Section
        2.12(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
        2.12(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)
        and
6.06(b),
        after
        giving effect thereto (it being understood that the failure to be in compliance
        with Section
        6.06(a)
        or
6.06(b)
        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 either
        Collateral Coverage Ratio will result therefrom).   

       

      (b)    Amounts
        to be applied in connection with prepayments and Commitment reductions made
        pursuant to this Section
        2.12
        shall be
        applied, first,
        to the
        permanent prepayment of the Credit-Linked Deposit Loans (with a corresponding
        reduction in the Total 

       


      
        
           

        

        
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      Credit-Linked
        Deposit) on a pro rata
        basis
        (it being understood that such payments shall be delivered to the Credit-Linked
        Deposit Lenders on a pro rata
        basis
        and that, notwithstanding anything to the contrary contained in Section
        2.10(a),
        there
        shall be no ability to reborrow amounts prepaid pursuant to this Section
        2.12),
        second,
        to the
        permanent reduction of the Total Credit-Linked Deposit in an amount equal
        to the
        Excess Credit-Linked Deposits (with a corresponding return of Credit-Linked
        Deposits equal to such amount to be delivered to the Credit-Linked Deposit
        Lenders on a pro rata
        basis),
third,
        to the
        reallocation of Credit-Linked Deposit Letters of Credit as Revolving Letters
        of
        Credit (subject to the satisfaction of the conditions to borrowing set forth
        herein) in an amount equal to the lesser of (x) the Revolving Letter of Credit
        Available Amount and (y) the Credit-Linked Deposit Letters of Credit outstanding
        prior to giving effect to any such reallocation (any such reallocation to
        be
        accompanied by a corresponding permanent reduction in the Credit-Linked Deposit,
        with a corresponding return of Credit-Linked Deposits equal to such amount
        to be
        delivered to the Credit-Linked Deposit Lenders on a pro rata
        basis),
fourth,
        to Cash
        Collateralize the outstanding Credit-Linked Deposit LC Exposure (any such
        Cash
        Collateralization to be accompanied by a corresponding permanent reduction
        in
        the Credit-Linked Deposit in an amount equal to the Credit-Linked Deposit
        LC
        Exposure so collateralized and a return of Credit-Linked Deposits equal to
        such
        amount to the Credit-Linked Deposit Lenders on a pro rata
        basis),
fifth,
        subject
        to the Intercreditor Agreement, to the prepayment of the Revolving Loans
        on a
pro rata
        basis
        (any such prepayment to be accompanied by a corresponding permanent reduction
        in
        the Revolving Commitments) and, sixth,
        subject
        to the Intercreditor Agreement, to Cash Collateralize the outstanding Revolving
        LC Exposure, after giving effect to the reallocation described above (any
        such
        Cash Collateralization to be accompanied by a permanent reduction in the
        Revolving Commitments in an amount equal to the Revolving LC Exposure so
        collateralized; such reduction (or any part thereof, as applicable) to be
        effective upon any release or application of such cash collateral in an amount
        equal to the amount so released or applied). The application of any prepayment
        pursuant to Section
        2.12
        shall be
        made, first,
        to ABR
        Loans and, second,
        to
        Eurodollar Loans. 

       

      (c)    Upon
        the
        Termination Date, the Commitments shall be terminated in full and the Borrower
        shall repay the Loans in full and, except as the Administrative Agent may
        otherwise agree in writing, if any Letter of Credit remains outstanding,
        provide
        Cash Collateralization for such Letter of Credit. 

       

      (d)    All
        prepayments under this Section
        2.12
        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
        2.15
        and
2.19
        hereof.


       

      SECTION
        2.13. Optional
        Prepayment of Loans.

       

      (a)    The
        Borrower shall have the right at any time and from time to time to prepay
        any
        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 and Credit-Linked Deposit Loans, upon written or
        facsimile notice received by 1:00 p.m., New
        York
        City time, one Business Day prior to the

       


      
        
           

        

        
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      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
        2.13(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
        2.15,
        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)    Any
        prepayments under Section
        2.13(a)
        shall be
        applied at the Borrower’s option, to (i) repay the outstanding Revolving Loans
        of the Revolving Lenders (without any reduction in the Total Revolving
        Commitment) and Cash Collateralize the outstanding Revolving Letters of Credit
        until all Revolving Loans shall have been paid in full (plus any accrued
        but
        unpaid interest and fees thereon) and no Revolving Letters of Credit shall
        be
        outstanding, or, if outstanding, then backed by Cash Collateralization and/or
        (ii) prepay the Credit-Linked Deposit Loans of the Credit-Linked Deposit
        Lenders
        (with such prepayments to be deposited in the Credit-Linked Deposit Account
        for
        the Credit-Linked Deposit Lenders on a pro rata
        basis
        and without any reduction in the Credit-Linked Deposits). All prepayments
        under
Section
        2.13(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 2.15
        and
2.19
        hereof.


       

      (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
        2.13
        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
        2.14. 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
        2.14(c))
        or the
        Issuing Lender; or

       

      (ii) impose
        on
        any Lender or the Issuing Lender or the London interbank market any other
        condition (other than Taxes) affecting this Agreement or Eurodollar Loans
        made
        by such Lender or any Letter of Credit or participation therein or any
        Credit-Linked Deposit;

       


      
        
           

        

        
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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 increase the cost to such Lender or the Issuing
        Lender
        of participating in, issuing or maintaining any Letter of Credit or any
        Credit-Linked Deposit or to reduce the amount of any sum received or receivable
        by such Lender or the Issuing Lender hereunder (whether of principal, interest
        or otherwise), then the Borrower will pay to such Lender or the Issuing Lender,
        as the case may be, such additional amount or amounts as will compensate
        such
        Lender or the Issuing Lender, as the case may be, for such additional costs
        incurred or reduction suffered.

       

      (b)    If
        any
        Lender or the Issuing 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 or the Issuing Lender’s capital or on the
        capital of such Lender’s or the Issuing Lender’s holding company, if any, as a
        consequence of this Agreement or the Loans made by, or participations in
        Letters
        of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
        Lender, to a level below that which such Lender or the Issuing Lender or
        such
        Lender’s or the Issuing Lender’s holding company could have achieved but for
        such Change in Law (taking into consideration such Lender’s or the Issuing
        Lender’s policies and the policies of such Lender’s or the Issuing Lender’s
        holding company with respect to capital adequacy), then from time to time
        the
        Borrower will pay to such Lender or the Issuing Lender, as the case may be,
        such
        additional amount or amounts, in each case as documented by such Lender or
        Issuing Lender to the Borrower as will compensate such Lender or the Issuing
        Lender or such Lender’s or the Issuing Lender’s holding company for any such
        reduction suffered; it being understood that to the extent duplicative of
        the
        provisions in Section
        2.16,
        this
Section
        2.14(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 Commitments or the funding of the Eurodollar Loans or the Credit-Linked
        Deposit, 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 Commitment, Credit-Linked Deposit 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.

       


      
        
           

        

        
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      (d)    A
        certificate of a Lender or the Issuing Lender setting forth the amount or
        amounts necessary to compensate such Lender or the Issuing 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 or the Issuing Lender,
        as the
        case may be, 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 or the Issuing Lender to demand compensation
        pursuant to this Section shall not constitute a waiver of such Lender’s or the
        Issuing Lender’s right to demand such compensation; provided,
        that
        the Borrower shall not be required to compensate a Lender or the Issuing
        Lender
        pursuant to this Section for any increased costs or reductions incurred more
        than 180 days prior to the date that such Lender or the Issuing Lender, as
        the
        case may be, notifies the Borrower of the Change in Law giving rise to such
        increased costs or reductions and of such Lender’s or the Issuing 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. 

       

      SECTION
        2.15. 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, (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
        2.18
        or
Section
        10.08(b)
        or (d)
        the return of any Credit-Linked Deposit to any Credit-Linked Deposit Lender
        other than on the last day of the period covered by the Benchmark LIBOR Rate
        then in effect, then, in any such event, at the request of such Lender (or,
        in
        the case of clause (d) above, the Issuing 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 or Issuing 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
        2.16. 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
        

       


      
        
           

        

        
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      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, Lender or Issuing 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)    Any
        and
        all payments by or on account of any obligation of the Administrative Agent
        pursuant to Section
        2.27(b)
        hereunder shall be made free and clear of and without deduction for any
        Indemnified Taxes or Other Taxes; provided that if the Administrative Agent
        shall be required to deduct any Indemnified Taxes or Other Taxes from such
        payments, then (i) the Administrative Agent shall so notify the Borrower
        and
        advise it of the additional amount required to be paid so that the sum payable
        by the Administrative Agent pursuant to Section
        2.27(b)
        after
        making all required deductions (including deductions applicable to additional
        sums payable under this Section) to the Credit-Linked Deposit Lenders is
        an
        amount equal to the sum they would have received from the Administrative
        Agent
        had no deductions been made, (ii) the Borrower shall pay such additional
        amount
        to the Administrative Agent, (iii) the Administrative Agent shall make all
        required deductions, (iv) the Administrative Agent shall pay the full amount
        deducted to the relevant Governmental Authority in accordance with applicable
        law and (v) the Borrower shall indemnify, within 30 days after written demand
        therefor, the Administrative Agent for the full amount of any deductions
        paid by
        the Administrative Agent with respect to any payments made on account of
        any
        obligation of the Administrative Agent pursuant to Section
        2.27(b).

       

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

       

      (d)    The
        Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
        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,
        such Lender or the Issuing Lender, as the case may be, on or with respect
        to any
        payment by or on account of any 

    

     

    
      
         

      

      
        64

        
          

        

      

      
         

      

    

    
 

    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 the Issuing Lender, or by the Administrative Agent
      on
      its own behalf or on behalf of a Lender or the Issuing Lender, shall be
      conclusive absent manifest error. 

     

    (e)    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.

     

    (f)    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.

     

    (g)    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
      2.16,
      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
      2.16
      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
      2.17. 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, fees or reimbursement of LC
      Disbursements, or of amounts payable under Section
      2.14
      or
2.15,
      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 

     


    
      
        
        

      

      
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    purposes
      of calculating interest thereon. All such payments shall be made to the
      Administrative Agent at its offices at 270 Park Avenue, New York, New York,
      pursuant to wire instructions to be provided by the Administrative Agent, except
      payments to be made directly to the Issuing Lender as expressly provided herein
      and except that payments pursuant to Sections 2.14,
      2.15
      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 the applicable
      currency.

     

    (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 First Priority Obligations
      then due hereunder, such funds shall be applied (i) first,
      towards
      payment of Fees and expenses then due under Sections 2.19
      and
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 Sections 2.20,
      2.21
      and
10.04
      payable
      to the Agents, the Lenders and the Issuing Lender and towards payment of
      interest then due on account of the Revolving Loans and Letters of Credit,
      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 (A) principal of the Revolving Loans, unreimbursed LC Disbursements
      and Credit-Linked Deposit Loans then due hereunder, and (B) any obligations
      owing to any Lender or its banking Affiliates in connection with Designated
      Cash
      Management Obligations, to the extent such Designated Cash Management
      Obligations are secured as permitted by Section
      6.01(e),
      and any
      Indebtedness under any Designated Hedging Agreement, to the extent such
      Indebtedness is secured as permitted by Section
      6.01(f)
      (pro rata
      among
      the holders of such Indebtedness), ratably among the parties entitled thereto
      in
      accordance with the amounts of principal, unreimbursed LC Disbursements,
      Designated Cash Management Obligations and Indebtedness under any Designated
      Hedging Agreement 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 or the Issuing Lender 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 or the Issuing Lender, as the case may
      be,
      the amount due. In such event, if the Borrower has not in fact made such
      payment, then each of the Lenders or the Issuing Lender, as the case may be,
      severally agrees to repay to the Administrative Agent forthwith on demand the
      amount so distributed to such Lender or Issuing 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.

     


    
      
        
        

      

      
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    (d)    If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section
      2.02(e),
      2.04(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
      2.18. Mitigation
      Obligations; Replacement of Lenders.
      (a)
      If the
      Borrower is required to pay any additional amount to any Lender under
Section
      2.14
      or to
      any Lender or any Governmental Authority for the account of any Lender pursuant
      to Section
      2.16,
      then
      such Lender shall use reasonable efforts to designate a different lending office
      for funding or booking its Loans or Credit-Linked Deposits 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
      2.14
      or
2.16,
      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.

     

    (b)    If,
      after
      the date hereof, any Lender requests compensation under Section
      2.14
      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
      2.16,
      or if
      any Lender defaults in its obligation to fund Loans or Credit-Linked Deposits
      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 and participations in LC Disbursements,
      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
      2.16,
      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
      2.19. Certain
      Fees.
      The
      Borrower shall pay to the Administrative Agent, (a)
      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 and (b)
      the fees
      set forth in that certain Administrative Agent Fee Letter dated as of January
      29, 2007 among the Administrative Agent and the Borrower at the times set forth
      therein, and as otherwise heretofore agreed.

     

    SECTION
      2.20. Commitment
      Fee.
      The
      Borrower shall pay to the Administrative Agent for the accounts of the Revolving
      Lenders a commitment fee (the “Commitment
      Fee”)
      for
      the period commencing on the Closing Date to the Termination Date or the earlier
      date of termination of the Revolving Commitment, computed (on the basis of
      the
      actual number of days elapsed over a year of 360 days) at the Commitment Fee
      Rate on the average daily Unused Total Revolving Commitment. Such Commitment
      Fee, to the extent then accrued, shall be payable (a) on the last Business
      Day
      of each March, June, September and December, (b) on the Termination Date, and
      (c) as provided in Section
      2.11
      hereof,
      upon any reduction or termination in whole or in part of the Total Revolving
      Commitment.

     


    
      
        
        

      

      
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    SECTION
      2.21. Letter
      of Credit Fees.
      (a) 
      The
      Borrower shall pay with respect to each Revolving Letter of Credit (i) to
      the Administrative Agent on behalf of the Revolving Lenders a fee calculated
      (on
      the basis of the actual number of days elapsed over a year of 360 days) at
      the
      per annum rate equal to the Applicable Margin then in effect with respect to
      Eurodollar Loans under the Revolving Facility on the daily average Revolving
      LC
      Exposure (excluding any portion thereof attributable to unreimbursed Revolving
      LC Disbursements), to be shared ratably among the Revolving Lenders and
      (ii) to the Issuing Lender such Issuing Lender’s customary fees for
      issuance, amendments and processing referred to in Section
      2.02.
      In
      addition, the Borrower agrees to pay each Issuing Lender for its account a
      fronting fee of 0.125% per annum in respect of each Revolving Letter of Credit
      issued by such Issuing Lender, for the period from and including the date of
      issuance of such Revolving Letter of Credit to and including the date of
      termination of such Revolving Letter of Credit. Accrued fees described in this
      paragraph in respect of each Revolving Letter of Credit shall be due and payable
      quarterly in arrears on the last Business Day of each March, June, September
      and
      December and on the Termination Date.

    


    (b)    The
      Borrower agrees to pay (i) in addition to the fees payable to the Credit-Linked
      Deposit Lenders pursuant to Section
      2.27(b),
      to the
      Administrative Agent for the account of each Credit-Linked Deposit Lender a
      participation fee with respect to its participations in Credit-Linked Deposit
      Letters of Credit, which shall accrue at the Applicable Participation Fee on
      the
      daily amount of such Credit-Linked Deposit Lender's Credit-Linked Deposit
      Participation Amount during the period from and including the Closing Date
      to
      but excluding the date on which the entire amount of such Lender's Credit-Linked
      Deposit is returned to it and (ii) to the Issuing Lender such Issuing Lender’s
      customary fees for issuance, amendments and processing referred to in
Section
      2.02.
      In
      addition, the Borrower agrees to pay each Issuing Lender for its account a
      fronting fee of 0.125% per annum on the outstanding amount of each Credit-Linked
      Deposit Letter of Credit issued by such Issuing Lender from and including the
      date of issuance thereof to but excluding the date of termination, expiration
      or
      drawing in full of such Credit-Linked Deposit Letter of Credit. Accrued
      participation fees and fronting fees described in this paragraph shall be due
      and payable quarterly in arrears on the last Business Day of each March, June,
      September and December and on the date on which the Credit-Linked Deposits
      are
      returned to the Credit-Linked Deposit Lenders and any such fees accruing after
      the date on which the Credit-Linked Deposits are returned to the Credit-Linked
      Deposit Lenders shall be payable on demand. Any other fees payable to any
      Issuing Lender pursuant to this paragraph shall be payable within 10 days after
      demand. All such participation fees and fronting fees shall be computed on
      the
      basis of a year of 360 days and shall be payable for the actual number of days
      elapsed (including the first day but excluding the last day).

     

    SECTION
      2.22. 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
      2.19.
      Once
      paid, none of the Fees shall be refundable under any circumstances.

     


    
      
        
        

      

      
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    SECTION
      2.23. 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.

     

    SECTION
      2.24. Security
      Interest in Letter of Credit Account.
      The
      Borrower and the Guarantors hereby pledge to the Collateral Agent, for its
      benefit and for the benefit of the other First Priority Secured Parties, and
      hereby grant to the Collateral Agent, for its benefit and for the benefit of
      the
      other First Priority Secured Parties, a first priority security interest, senior
      to all other Liens, if any, in all of the Borrower’s and the Guarantors’ right,
      title and interest in and to the Letter of Credit Account and any direct
      investment of the funds contained therein and any proceeds thereof. Cash held
      in
      the Letter of Credit Account shall not be available for use by the Borrower,
      and
      shall be released to the Borrower only as described in clause (ii)(B) of
Section
      2.02(j).

     

    SECTION
      2.25. 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
      2.26. 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
      2.26(a)
      above
      shall (i) execute and deliver an Assignment and Acceptance with respect to
      such
      Lender’s outstanding Commitments, Loans, Credit-Linked Deposits and
      participations in Letters of Credit, 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 Commitments,
      Loans, Credit-

     


    
      
        
        

      

      
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    Linked
      Deposits and participations in Letters of Credit, (B) all obligations of the
      Borrower owing to the assigning Lender relating to the Commitments, Loans and
      participations 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, Credit-Linked Deposits and participations,
      except with respect to indemnification provisions under this Agreement, which
      shall survive as to such assigning Lender.

     

    (c)    Notwithstanding
      anything to the contrary contained above, any Lender that is an Issuing Lender
      hereunder may not be replaced at any time that it has a Letter of Credit
      outstanding hereunder unless arrangements reasonably satisfactory to such
      Issuing Lender have been made with respect to each such outstanding Letter
      of
      Credit and the Administrative Agent may not be replaced hereunder except in
      accordance with the terms of Section
      8.05.

     

    SECTION
      2.27. Credit-Linked
      Deposit Account.
      (a)
      The
      Credit-Linked Deposits shall be held by the Administrative Agent in the
      Credit-Linked Deposit Account, and no party other than the Administrative Agent
      shall have a right of withdrawal from the Credit-Linked Deposit Account or
      any
      other right or power with respect to the Credit-Linked Deposits, except as
      expressly set forth in Section
      2.01,
      2.11,
      or
2.12.
      Notwithstanding any provision in this Agreement to the contrary, the sole
      funding obligation of each Credit-Linked Deposit Lender in respect of its
      participation in Credit-Linked Deposit Letters of Credit and, subject to
Section
      2.02(d)(B),
      its
      Credit-Linked Deposit Loans, shall be satisfied in full upon the funding of
      its
      Credit-Linked
      Deposit on the Closing Date.

    


    (b)    Each
      of
      the Borrower, the Administrative Agent, the Issuing Lender issuing any
      Credit-Linked Deposit Letter of Credit and each Credit-Linked Deposit Lender
      hereby acknowledges and agrees that each Credit-Linked Deposit Lender is funding
      its Credit-Linked Deposit to the Administrative Agent for application in the
      manner contemplated by Section
      2.01,
      2.02
      and
2.11
      and that
      the Administrative Agent has agreed to invest the Credit-Linked Deposit
      Participation Amount so as to earn a return (except during periods when, and
      to
      the extent to which, such Credit-Linked Deposits are used to cover unreimbursed
      Credit-Linked Deposit LC Disbursements, and subject to Section
      2.09)
      for the
      Credit-Linked Deposit Lenders equal to a rate per annum, reset daily on each
      Business Day for the period until the next following Business Day, equal to
      (i)
      such day's rate for one month LIBOR deposits (the "Benchmark
      LIBOR Rate")
      minus
      (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as
      applicable). Such amount will be paid to the Credit-Linked Deposit Lenders
      by
      the Administrative Agent quarterly in arrears when Letter of Credit fees are
      payable pursuant to Section
      2.21.
      In
      addition to the foregoing payments by the Administrative Agent, the Borrower
      agrees to make payments to the Credit-Linked Deposit Lenders quarterly in
      arrears when Letter of Credit fees are payable pursuant to Section
      2.21
      with
      respect to any period (and together with the payment of such fees) in an amount
      equal to 0.15% of the daily amount of the Credit-Linked Deposit Lenders'
      Credit-Linked Deposit Participation Amount during such period. 

     


    
      
        
        

      

      
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    (c)    The
      Borrower shall have no right, title or interest in or to the Credit-Linked
      Deposits and no obligations with respect thereto (except for the reimbursement
      obligations provided in Section
      2.02),
      it
      being acknowledged and agreed by the parties hereto that the making of the
      Credit-Linked Deposits by the Credit-Linked Deposit Lenders and the provisions
      of this Section
      2.27
      constitute agreements among the Administrative Agent, each Issuing Lender
      issuing any Credit-Linked Deposit Letter of Credit and each Credit-Linked
      Deposit Lender with respect to the funding obligations of each Credit-Linked
      Deposit Lender in respect of its participation in Credit-Linked Deposit Loans
      and Credit-Linked Deposit Letters of Credit and, other than amounts withdrawn
      pursuant to Section
      2.01(b)
      and
Section
      2.02(e)(B),
      do not
      constitute any loan or extension of credit to the Borrower. Without limiting
      the
      generality of the foregoing, each party hereto acknowledges and agrees that
      no
      amount on deposit at any time in any Credit-Linked Deposit Account shall be
      the
      property of any Loan Party, shall constitute “Collateral” under the Loan
      Documents, or shall otherwise be available in any manner to satisfy any
      obligation of any Loan Party under the Loan Documents (other than to finance
      Credit-Linked Deposit Loans in accordance with Section
      2.01
      and
      drawings under the Credit-Linked Deposit Letters of Credit in accordance with
      Section
      2.02).
      

     

    SECTION
      2.28. Currency
      Equivalents.
      (a)
      The
      Administrative Agent shall determine the Dollar Amount of (x) the Revolving
      LC
      Exposure in respect of Revolving Letters of Credit denominated in an Alternative
      Currency based on the Exchange Rate (i) as of the end of each fiscal quarter
      of
      the Borrower and (ii) on or about the date of the related notice requesting
      the
      issuance of such Revolving Letter of Credit and (y) any other amount to be
      converted into Dollars in accordance with the provisions hereof at the time
      of
      such conversion. 

     

    (b)    If
      after
      giving effect to any such determination of a Dollar Amount, the Revolving LC
      Exposure exceeds 105% of the Revolving LC Commitment, the Borrower shall, within
      five (5) Business Days of receipt of notice thereof from the Administrative
      Agent setting forth such calculation in reasonable detail, deposit cash
      collateral in an account with the Administrative Agent pursuant to Section
      2.02(j)(ii)
      in
      an amount equal to such excess.

     

    SECTION
      3.

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Lenders to make Loans and issue and/or participate in Letters
      of
      Credit hereunder, the Borrower and each of the Guarantors jointly and severally
      represent and warrant as follows:

     

    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.

     


    
      
        
        

      

      
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    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.

     

    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).
      

     


    
      
        
        

      

      
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    SECTION
      3.08. Use
      of
      Proceeds.
      The
      proceeds of the Loans and Letters of Credit shall be used to repay amounts
      outstanding under the Existing DIP Facilities or to provide back-to-back letters
      of credit or cash collateral in respect of the Existing DIP Facility Letters
      of
      Credit, to pay certain accrued administrative expenses, for working capital
      and
      for other general corporate purposes of the Borrower and the Guarantors
      (including for the payment of fees and transaction costs as contemplated hereby
      and as referred to in Section
      2.19).

     

    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. 

     

    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.

     


    
      
        
        

      

      
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    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 or proceeds from any Letter of Credit 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
      issuance of any Letters of Credit, 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 First 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 First 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 First Lien Aircraft Mortgage are
      duly made in the International Registry, (c) with respect to identified
      intellectual property registered in the United States, the First Lien Trademark
      Security Agreement and the First 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 First Lien Copyright Security Agreement
      is
      filed in the United States Copyright Office (and the appropriate fees are paid),
      (d) the First 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 First Lien Pledge
      Agreement (together with appropriate stock powers) to the Administrative Agent,
      the Collateral Agent, for the benefit of the First Priority Secured Parties,
      shall have a first 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 First 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 and Initial Letters of Credit.
      The
      obligation of the Lenders to make the initial Loans and fund their Credit-Linked
      Deposits or of the Issuing Lender to issue the initial Letter of Credit,
      whichever may occur first, 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;

     

    (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 or the initial Letter of Credit hereunder, whichever
      first occurs, 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 

     


    
      
        
        

      

      
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    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 and Letter of Credit extensions hereunder
      (to the extent applicable), 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 security interest in the Letter of Credit Account and other
      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 or initial
      Letter of Credit, whichever first occurs, 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 Closing Date 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 a First Lien Security Agreement in substantially the form
      of Exhibit B (the “First
      Lien Security Agreement”)
      and a
      First Lien Pledge Agreement in substantially the form of Exhibit C (the
“First
      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 First Lien Security Agreement and First
      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 First 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 a slot, gate and route security and pledge agreement, in substantially
      the
      form of Exhibit D (the “First
      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 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
“First
      Lien Aircraft Mortgage”),
      and a
      Mortgage Supplement with respect to the Mortgaged Collateral in substantially
      the form annexed to the First Lien Aircraft Mortgage, together with (i) evidence
      of the filing for recordation with the FAA of the First 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 First 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 First 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) First Lien Patent Security Agreement in substantially
      the form of Exhibit F-2 (the “First
      Lien Patent Security Agreement”)
      and
      (ii) First Lien Copyright Security Agreement, in substantially the form of
      Exhibit F-3 (the “First
      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
      First Lien Patent Security Agreement and the First 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 First Lien Real Estate
      Mortgages, together with (i) evidence that First 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 First Lien Real Estate Mortgages has been
      taken.

     

    (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. 

     


    
      
        
        

      

      
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    (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 or the issuance of the initial
      Letters of Credit, whichever first occurs, 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 or the issuance of the initial Letters of Credit,
      whichever first occurs, 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 First 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
      2.19
      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 First 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). 

     

    (o)    Repayment
      of Existing DIP Facility.
      Upon
      Consummation of the Plan of Reorganization and the making of the initial Loans
      or the initial Letters of Credit, 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. 

     


    
      
        
        

      

      
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    (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 Closing Date 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 Closing Date 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 Closing
      Date 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. 

     

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

     

    (v)    Eligible
      Collateral.
      At the
      time the Lenders make the initial Loans or fund the Credit-Linked Deposit or
      the
      Issuing Lender issues the initial Letter of Credit, whichever may occur first,
      and after giving effect thereto, the Appraised Value of the Eligible Collateral
      shall not (A) be less than 175% of the aggregate First Lien Obligations
      outstanding on the Closing Date and (B) be less than 125% of the sum of (i)
      the
      aggregate First Lien Obligations outstanding on the Closing Date and (ii) the
      aggregate outstanding principal amount of the Second Lien Term
      Loans.

     


    
      
        
        

      

      
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    (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)         
      Second
      Lien Credit Agreement.
      The
      Second Lien Credit Agreement shall have become effective in accordance with
      its
      terms and the Borrower shall have received $900,000,000 in gross proceeds from
      the borrowing of Second Lien Term 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
      Second Lien Credit Agreement.

     

    SECTION
      4.02. Conditions
      Precedent to Each Loan and Each Letter of Credit.
      The
      obligation of the Lenders to make each Loan, fund its Credit-Linked Deposit
      and
      of the Issuing Lender to issue each Letter of Credit, including the initial
      Loan
      and the initial Letter of Credit, is subject to the satisfaction (or waiver
      in
      accordance with Section
      10.08)
      of the
      following conditions precedent:

     

    (a)    Notice.
      The
      Administrative Agent shall have received a Borrowing Request pursuant to
Section
      2.03
      with
      respect to such borrowing or issuance, as the case may be.

     

    (b)    Representations
      and Warranties.
      All
      representations and warranties contained in this Agreement and the other Loan
      Documents (other than, with respect to Loans made or Letters of Credit issued
      after the Closing Date, the representations and warranties set forth in Sections
      3.05(b)
      and
3.09(a))
      shall
      be true and correct in all material respects on and as of the date of each
      Borrowing or the issuance of each Letter of Credit hereunder with the same
      effect as if made on and as of such date except to the extent such
      representations and warranties expressly relate to an earlier date and in such
      case, such representations and warranties shall be true and correct in all
      material respects as of such date.

     


    
      
        
        

      

      
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    (c)    No
      Default.
      On the
      date of each Borrowing hereunder or the issuance of each Letter of Credit,
      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 nor shall
      any such event occur by reason of the making of the requested Borrowing or
      the
      issuance of the requested Letter of Credit.

     

    The
      request by the Borrower for, and the acceptance by the Borrower of, each
      extension of credit hereunder shall be deemed to be a representation and
      warranty by the Borrower that the conditions specified in this Section have
      been
      satisfied or waived at that time.

     

    SECTION
      5.

     

    AFFIRMATIVE
      COVENANTS

     

    From
      the
      date hereof and for so long as the Commitments remain in effect, any Letter
      of
      Credit remains outstanding (in a face amount in excess of the sum of (i) the
      amount of cash then held in the Letter of Credit Account and (ii) the face
      amount of back-to-back letters of credit delivered pursuant to Section
      2.02(j)),
      any
      Credit-Linked Deposit remains outstanding, 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 

     


    
      
        
        

      

      
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    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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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 assigned by the
      Borrower or such Guarantor which airports are not already listed on Schedule
      4(g) to the First Lien SGR Security Agreement or Schedule 4(i) to the First
      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;

     

    (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.

     


    
      
        
        

      

      
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    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
      First
      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.

     

    (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 First 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 First 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 First 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 First
      Priority Secured Party shall be responsible for premiums, commissions, club
      calls, assessments or advances.

     


    
      
        
        

      

      
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    (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.

     

    (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. 

     


    
      
        
        

      

      
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    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).

     

    (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.

     


    
      
        
        

      

      
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    (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.

     

    (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.

     


    
      
        
        

      

      
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    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 First 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 First 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.

     

    SECTION
      5.11. FAA
      Slot Utilization.
      Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the First 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. 

     


    
      
        
        

      

      
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    SECTION
      5.12. Primary
      Foreign Slot Utilization.
      Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the First 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 First 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 First 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 First 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.

     

    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


     


    
      
        
        

      

      
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    $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 First 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
Section
      6.06(b)
      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 5.16
      hereof.

     

    (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 First 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 First Lien Aircraft Mortgage. The Pledged Spare Parts will
      be
      maintained by or on behalf of the Borrower and Comair, as required by the First
      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 First Lien Aircraft Mortgage or other agreements, instruments
      or
      documents relating thereto, in each case as may be reasonably requested by
      the


     


    
      
        
        

      

      
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    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 First 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
      First
      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
      “First
      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
      First Lien Trademark Security Agreement.

     

    (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 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 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 evidence of the registrations
      in the International Registry of International Interests in the Airframes,
      Engines and Spare Engines constituted by the First Lien Aircraft
      Mortgage.

     

    SECTION
      6.

     

    NEGATIVE
      COVENANTS

     

    From
      the
      date hereof and for so long as the Commitments remain in effect, any Letter
      of
      Credit remains outstanding (in a face amount in excess of the sum of (i) the
      amount of cash then held in the Letter of Credit Account and (ii) the face
      amount of back-to-back letters of credit delivered pursuant to Section
      2.02(j)),
      any
      Credit-Linked Deposit remains outstanding, 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:

     


    
      
        
        

      

      
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    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 Collateral
      Agent securing the Designated Cash Management Obligations;

     

    (f)    Liens
      on
      the Collateral that are pari
      passu
      with the
      Liens in favor of the 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;

     

    (g)    licenses,
      leases and subleases of (A) Mortgaged Collateral and Collateral (as defined
      in
      the First Lien SGR Security Agreement) granted to others but only to the extent
      permitted by the First Lien Aircraft Mortgage with respect to Mortgaged
      Collateral and to the extent permitted by the First 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; 

     


    
      
        
        

      

      
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    (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)    junior
      Liens (subject and fully subordinate to the Liens granted to the Collateral
      Agent on behalf of the First Priority Secured Parties hereunder and under the
      Collateral Documents in accordance with the Intercreditor Agreement) on the
      Collateral in favor of Second Lien Collateral Agent securing the Second Lien
      Obligations, provided,
      that
      (1) such Liens shall be subject in all respects to terms set forth in the
      Intercreditor Agreement and (2) the instruments and agreements pursuant to
      which
      such Liens are created are reasonably satisfactory in form and substance to
      the
      Administrative Agent; 

     

    (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 $150,000,000; 

     

    (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;
      

     


    
      
        
        

      

      
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    (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 $500,000,000; 

     

    (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;
      

     

    (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 $150,000,000; and

     

    (ee)          other
      Liens so long as the obligations secured thereby do not exceed $25,000,000
      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 (kk) 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

     


    
      
        
        

      

      
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    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;
      (ll)
      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,
(mm)
      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, (nn)
      asset
      sales permitted hereunder and (oo)
      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 Second 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 principal amount of the Indebtedness so
      refinanced; 

     

    (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 First 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; 

     

    (f)    Indebtedness
      owed to any 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 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 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; 

     


    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    


    (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(d));
      

     

    (m)         
      Indebtedness
      of the Borrower and the Guarantor in an aggregate amount not to exceed
      $1,000,000,000, 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
      $1,000,000 annually; 

     

    (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 $50,000,000 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; 

     


    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    


    


     

    (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;

    


    (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 $25,000,000 at any one time outstanding for
      Indebtedness of the Borrower or any Guarantor incurred subsequent to the Closing
      Date that will be secured Indebtedness.

     


    
      
        
        

      

      
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    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

            	
              1.00:1.00

            
	
              September
                2007

            	
              1.00:1.00

            
	
              December
                2007

            	
              1.00:1.00

            
	
              March
                2008
                and thereafter for each fiscal quarter ending

              through
                the Maturity Date

            	
              1.20:1.00

            


    

    


    SECTION
      6.05. Unrestricted
      Cash Reserve.
      Permit
      the aggregate amount of Unrestricted Cash to be less than $750,000,000 at any
      time after the 30th
      day
      following the Closing Date. 

     

    SECTION
      6.06. Coverage
      Ratio.
      (a)
      Permit
      at any time the ratio (the “First
      Lien Collateral Coverage Ratio”)
      of (i)
      the Appraised Value of the Eligible Collateral to (ii) the sum of (x) the
      aggregate outstanding principal amount of the Loans plus
      (y) the
      LC Exposure (other than LC Exposure which has been Cash Collateralized in
      accordance with Section
      2.12(b) plus
      (z) the
      Swap Termination Value of all Designated Hedging Agreements to the extent
      secured as permitted by Section
      6.01(f)
      (such
      sum, the “First
      Lien Obligations”)
      to be
      less than 175%, provided,
      that
      if, (A) upon (1)
      delivery
      of an Appraisal Report or a Field Audit (as applicable) pursuant to Section
      5.09
      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);
      provided further
      that the
      preceding proviso shall be disregarded for purposes of Section
      4.02(c).
      

     

    (b)    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 (1) 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(b),
      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(b);
      provided further
      that the
      preceding proviso shall be disregarded for purposes of Section
      4.02(c). 

     


    
      
        
        

      

      
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    (c)    Notwithstanding
      anything to the contrary contained herein, if the Borrower shall fail at any
      time to be in compliance with this Section
      6.06
      solely
      as a result of an Event of Loss (as defined in the First 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) for which the insurer
      thereof has been notified of the relevant claim and has not challenged such
      coverage, any calculation made pursuant to this Section
      6.06
      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, (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 (x) 150% of
      the
      First Lien Obligations or (y) 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) and (b) (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) or (b) (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
      2.12(a).

     

    (d)    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; 

     


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    


    (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
      $2,000,000; and (g)
      other
      Restricted Payments in an aggregate amount not to exceed $1,000,000
      annually.

     

    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;


     


    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    


    (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; 

     

    (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 $150,000,000 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) $250,000 at any time outstanding to any individual
      officer, director or employee or (ii) $5,000,000 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; 

     


    
      
        
        

      

      
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    (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; 

     

    (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
      $25,000,000 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;

     


    
      
        
        

      

      
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    (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; 

     

    (bb)         
      the
      Borrower may make Investments in the form of advances under a revolving loan
      facility in an aggregate principal amount not to exceed $25,000,000 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 $25,000,000 for all Investments made
      pursuant to this clause (cc).
      

     

    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.

     


    
      
        
        

      

      
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    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”):

     

    (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 or
      reimbursement obligations or cash collateralization in respect of Letters of
      Credit, 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)
      and
6.06(b)
      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 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


     


    
      
        
        

      

      
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    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

     

    (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 $50,000,000 (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

     


    
      
        
        

      

      
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    (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

     

    (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) terminate
      forthwith the Commitments (which, in the case of the Credit-Linked Deposit,
      means that the obligation to issue Credit-Linked Deposit Letters of Credit
      or
      make Credit-Linked Deposit Loans shall terminate and the Credit-Linked Deposits
      shall be returned to the Credit-Linked Deposit Lenders in accordance with the
      terms of this Agreement); (ii) 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; (iii) require the Borrower
      and the Guarantors promptly upon written demand to 

     


    
      
        
        

      

      
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    deposit
      in the Letter of Credit Account Cash Collateralization for the LC Exposure
      (and
      to the extent the Borrower and the Guarantors shall fail to furnish such funds
      as demanded by the Administrative Agent, the Administrative Agent shall be
      authorized to debit the accounts of the Borrower and the Guarantors maintained
      with the Administrative Agent in such amounts); (iv) set-off amounts in the
      Letter of Credit Account or any other 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
      (v)
      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 actions and events described in (i), (ii) and (iii) above
      shall be required or taken automatically, 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
      2.17(b).

     

    SECTION
      8.

     

    THE
      AGENTS

     

    SECTION
      8.01. Administration
      by Agents.
      (a)
      Each of
      the Lenders and each Issuing Lender 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 and each Issuing Lender 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 First 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 First 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 First 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.

     


    
      
        
        

      

      
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    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. 

     

    (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.

     


    
      
        
        

      

      
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    (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).

     

    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, the Issuing Lender 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 and the Issuing Lender, 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.

     


    
      
        
        

      

      
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    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.

     

    (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 Revolving 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 2.18,
      8.04
      and
10.04),
      the
      application of which is not otherwise provided for in this Agreement, shall
      be
      applied in accordance with Section
      2.17(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 or LC Exposure
      as a result of which the unpaid portion of its Loans or LC Exposure is
      proportionately less than the unpaid portion of the Loans or LC Exposure 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 or
      LC
      Exposure of such other Lender, so that the aggregate unpaid principal amount
      of
      each Lender’s Loans and LC Exposure and its participation in Loans and LC
      Exposure of the other Lenders shall be in the same proportion to the aggregate
      unpaid principal amount of all Loans then outstanding and LC Exposure as the
      principal amount of its Loans and LC Exposure prior to the obtaining of such
      payment was to the principal amount of all Loans outstanding and LC Exposure
      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 or LC Exposure 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.

     


    
      
        
        

      

      
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    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.

     

    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 First 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 First 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 First Priority Obligations. The First 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 First 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.

     


    
      
        
        

      

      
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    (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 First 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
      First
      Priority Obligations or any other instrument evidencing any First Priority
      Obligations, or by the existence, validity, enforceability, perfection, or
      extent of any collateral therefor or by any other circumstance relating to
      the
      First Priority Obligations which might otherwise constitute a defense to this
      guaranty (other than the occurrence of the First 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 First Priority
      Obligations.

     

    (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 First Priority Obligations Payment Date)
      or
      set-off, counterclaim, recoupment or termination whatsoever by reason of the
      invalidity, illegality or unenforceability of the First 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 First 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 First Priority Obligations Payment Date) of the Guarantors
      as
      a matter of law, until the First Priority Obligations Payment Date shall have
      occurred.

     


    
      
        
        

      

      
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    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 First Priority Obligation is rescinded or must otherwise
      be
      restored by the Administrative Agent, the Issuing Lender, any Lender or any
      other First 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 First 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 First 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 First Priority Obligations, whether matured or
      unmatured.

     

    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
      JPMCB as Administrative Agent, to it at JPMorgan Chase Bank, N.A., Loan and
      Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention
      of: Maryann T Bui (Telecopy No.: 713-750-2358), with a copy to JPMorgan
      Chase Bank, N.A., 270 Park Avenue, New York 10017, Attention of: Matthew Massie
      (Telecopy No.: 212-270-5100);

     


    
      
        
        

      

      
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    (iii)  
      if
      to the
      Issuing Lender, to it at the address most recently specified by it in notice
      delivered by it to the Administrative Agent and the Borrower, with a copy to
      the
      Administrative Agent as provided in clause (ii) above; and

     

    (iv)  
      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
      (including any Affiliate of the Issuing Lender that issues any Letter of
      Credit), 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 (including any Affiliate of the Issuing
      Lender that issues any Letter of Credit), 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, the Issuing Lender
      and
      the Lenders) any legal or equitable right, remedy or claim under or by reason
      of
      this Agreement.

     

    (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 its Revolving Commitment, Credit-Linked
      Deposit and 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 Credit-Linked Deposits 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; 

     


    
      
        
        

      

      
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    (B)    the
      Issuing Lender; and

     

    (C)    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 Total Revolving Commitment, Revolving Loans
      and
      LC Exposure 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
      Revolving Commitment, Credit-Linked Deposits or Loans, the amount of such
      Commitment or 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 (with respect to Credit-Linked Deposits) or $5,000,000 (with respect
      to Revolving Commitments or Revolving Loans), and after giving effect to such
      assignment, the portion of the Loan or Commitment held by the assigning Lender
      of the same tranche as the assigned portion of the Loan or Commitment shall
      not
      be less than $1,000,000 (with respect to Credit-Linked Deposits) or $5,000,000
      (with respect to Revolving Commitments or Revolving Loans), 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;

     

    (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, provided
      that
      this clause shall not be
      construed to prohibit the assignment of a proportionate part of all the
      assigning Lender’s rights and obligations in respect of one Type of Commitments,
      Loans or Credit-Linked Deposits;

     

    (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

     


    
      
        
        

      

      
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    (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 Revolving Lender and/or Credit-Linked Deposit Lender, as the
      case may be, 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 2.14,
      2.16
      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. Without the consent of the Borrower (which consent shall not
      be
      unreasonably withheld) and the Administrative Agent, the Credit-Linked Deposit
      of any Credit-Linked Deposit Lender shall not be released in connection with
      any
      assignment by such Credit-Linked Deposit Lender, but shall instead be purchased
      by the relevant assignee and continue to be held for application (to the extent
      not already applied) in accordance with Section
      2.02
      to
      satisfy such assignee’s obligations in respect of Credit-Linked Deposit LC
      Disbursements.

     

    (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 Revolving Commitments and Credit-Linked
      Deposits of, and principal amount of the Loans and LC Disbursements 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, the Issuing Lender 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,
      the Issuing Lender 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 

     


    
      
        
        

      

      
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    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
      2.02(d)
      or
(e),
      2.04(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.

     

    (d)    (i)   
      Any
      Lender may, without the consent of the Borrower, the Administrative Agent or
      the
      Issuing Lender, 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 Commitment and the Loans and Credit-Linked
      Deposits and participations in Credit-Linked Deposit Letters of Credit 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, the Issuing Lender 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 2.14
      and
2.16 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
      2.16
      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
      2.16
      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
      2.16(f)
      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 (A) 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 and (B) all reasonable
      fees and reasonable expenses of the Issuing Lenders in connection with the
      issuance, amendment, renewal or extension of any Letter of Credit or any demand
      or any payment thereunder.

     

    (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, the Issuing Lenders 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 Letter of
      Credit or the use of the proceeds therefrom (including any refusal by the
      Issuing Lender to honor a demand for payment under a Letter of Credit if the
      documents presented in connection with such demand do not strictly comply with
      the terms of such Letter of Credit), (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 or the Issuing Lender under paragraph (a) or (b) of
      this Section, each Lender severally agrees to pay to the Administrative Agent
      or
      the Issuing Lender, as the case may be, 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 or the Issuing Lender 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,
      any Loan or Letter of Credit or the use of the proceeds thereof.

     


    
      
        
        

      

      
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    SECTION
      10.05. Governing
      Law; Jurisdiction; Consent to Service of Process.
      (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, the Issuing Lender 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.

     

    SECTION
      10.08. Amendments,
      etc.

     


    
      
        
        

      

      
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    (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 Commitment of any Lender
      or
      extend the expiry of the 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 Commitment of a Lender), (B) reduce the principal amount
      of
      any Loan, any reimbursement obligation in respect of any Letter of Credit,
      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
      2.08),
      extend
      the date on which the Credit-Linked Deposits are required to be returned to
      the
      Credit-Linked Deposit Lenders or extend any date for the payment of interest
      hereunder or reduce any Fees payable hereunder or extend the final maturity
      of
      the Borrower’s obligations hereunder or (C) amend, modify or waive any provision
      of Section
      2.17(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 any Issuing Lender 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 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.

     


    
      
        
        

      

      
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    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 and issuance of any Letters of Credit,
      regardless of any investigation made by any such other party or on its behalf
      and notwithstanding that the Administrative Agent, the Issuing Lender 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 or any Letter of Credit is outstanding
      and
      so long as the Commitments have not expired or terminated. The provisions of
      Sections 2.14,
      2.15,
      2.16
      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 return
      of
      the Credit-Linked Deposits, the expiration or termination of the Letters of
      Credit and the 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.

     


    
      
        
        

      

      
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    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 First 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.

     


    
      
        
        

      

      
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    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

            
	 	 


    


    
      
        
        

      

      
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              DAL
                MOSCOW, INC.

               

              By:    
                /s/
                Mona
                Warwar                           
                                    
                

              Name:
                Mona Warwar

              Title:
                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

            
	 	 


    


    
      
        
        

      

      
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              KAPPA
                CAPITAL MANAGEMENT, INC.

               

              By:    
                /s/
                Michael O.
                Randolfi                                          
                

              Name:
                Michael O. Randolfi

              Title:
                President

            


    

    


     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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              JPMORGAN
                CHASE BANK, N.A., as Administrative Agent, Collateral Agent and
                Lender

               

              By:    
                /s/
                Matthew H.
                Massie                                      
                

              Name:
                Matthew H. Massie

              Title:
                Managing Director

            


    

    


    
      	 	
              JPMORGAN
                SECURITIES, INC., as Co-Lead Arranger and Joint
                Bookrunner

               

              By:    
                /s/
                John C.
                Riordan                                              
                

              Name:
                John C. Riordan

              Title:
                Vice President

            
	 	
               

            
	 	
              BARCLAYS
                BANK PLC, as Lender 

               

              By:    
                /s/
                Diane F.
                Rolfe                                               
                

              Name:
                Diane F. Rolfe

              Title:
                Director

            
	 	
               

            
	 	
              CALYON
                NEW YORK BRANCH, as Co-Documentation Agent and Lender
                

               

              By:    
                /s/
                Brian
                Bolotin                                                     
                

              Name:
                Brian Bolotin

              Title:
                Managing Director

               

              By:    
                /s/
                Angel
                Naranjo                                                   
                

              Name:
                Angel Naranjo

              Title:
                Director

            
	 	
               

            
	 	
              C.I.T.
                LEASING CORPORATION, as Lender 

               

              By:    
                /s/Nicholas
                Pastushan                                            
                

              Name:
                Nicholas Pastushan

              Title:
                Senior Vice President

            
	 	
               

            


    


    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    


    


    
      	 	
              COMMERZBANK
                AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender 

               

              By:    
                /s/
                Edward C.A. Forsberg,
                Jr.                                                  
                

              Name:
                Edward C. A. Forsberg, Jr.

              Title:
                Senior Vice President & Manager

               

              By:    
                /s/
                Peter
                Wesemeier                                                                 
                

              Name:
                Peter Wesemeier

              Title:
                Assistant Treasurer

            
	 	 
	 	
              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH, as Lender 

               

              By:    
                /s/
                Karl
                Studer                                                                     
                

              Name:
                Karl Studer

              Title:
                Director

               

              By: /s/
                Bernhard Schmid    

              Name:
                Bernhard Schmid

              Title:
                Assistant Vice President

            
	 	 
	 	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P., as Lender 

               

              By:    
                /s/
                Bruce H.
                Mendelsohn                                                   
                

              Name:
                Bruce H. Mendelsohn

              Title:
                Authorized Signatory

            
	 	 
	 	
              ING
                CAPITAL LLC, as Lender 

               

              By:    
                /s/
                Mallika
                Kambhampati                                                    
                

              Name:
                Mallika Kambhampati

              Title:
                Director

               

              By:    
                /s/
                Anthony
                Rivera                                                              
                

              Name:
                Anthony Rivera

              Title:
                Vice President

            
	 	 


    


    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    


    


    
      	 	
              LEHMAN
                BROTHERS INC.,
                as Co-Lead Arranger and Joint Bookrunner

               

              By:    
                /s/
                Jeff
                Ogden                                                   
                

              Name:
                Jeff Ogden

              Title:
                Managing Director

            
	 	 
	 	
              LEHMAN
                COMMERCIAL PAPER INC., as Lender 

               

              By:    
                /s/
                Jeff
                Ogden                                                     
                

              Name:
                Jeff Ogden

              Title:
                Managing Director

            
	 	 
	 	
              MERRILL
                LYNCH COMMERCIAL FINANCE CORP, as Lender 

               

              By:    
                /s/
                Joshua A.
                Green                                           
                

              Name:
                Joshua A. Green

              Title:
                Managing Director

            
	 	 
	 	
              RBS
                SECURITIES CORPORATION, as Co-Documentation Agenet

               

              By:    
                /s/
                L. Peter
                Yetman                                            
                

              Name:
                L. Peter Yetman

              Title:
                SVP

            
	 	 
	 	
              ROYAL
                BANK OF SCOTLAND PLC, as Lender 

               

              By:    
                /s/
                L. Peter
                Yetman                                              
                

              Name:
                L. Peter Yetman

              Title:
                SVP

            
	 	 


    


    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    


    


    
      	 	
              UBS
                LOAN FINANCE LLC, as Lender 

               

              By:    
                /s/
                Richard L
                Tavrow                                                        
                

              Name:
                Richard L. Tavrow

              Title:  
                Director 

                         
                Banking Products Services, US

               

              By:    
                /s/
                Mary E.
                Evans                                                            
                

              Name:
                Mary E. Evans

              Title:  
                Associate Director

                        
                  Banking Products Services, US

            
	 	 
	 	
              UBS
                SECURITIES LLC, as Syndication Agent and Joint
                Bookrunner

               

              By:    /s/
                Richard L
                Tavrow                                                      
                

              Name:
                Richard L. Tavrow

              Title:  
                Director 

                         
                Banking Products Services, US

               

              By:    
                /s/
                Mary E.
                Evans                                                            
                

              Name:
                Mary E. Evans

              Title:
                Associate Director

                      
                Banking Products Services, US

            
	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as Lender 

               

              By:    
                /s/
                Ziad W.
                Amra                                                          
                

              Name:
                Ziad W. Amra

              Title:
                Assistant Vice President

            
	 	 
	 	
              WACHOVIA
                BANK NATIONAL ASSOCIATION,
                as Lender 

               

              By:    /s/
                Thomas A.
                Martin                                                 
                

              Name:
                Thomas A. Martin

              Title:
                Director

            


    


    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    


    


    
      	 	
              WEBSTER
                BUSINESS CREDIT CORPORATION,
                as Lender 

               

              By:    
                /s/
                Walter
                K.
                Stockhecker                                                      

              Name:
                Walter K. Stockhecker

              Title:
                Vice President and Authorized

                        
                Signatory

            
	 	 


    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    135