Unassociated Document


    Exhibit
      10.5 (a)

     

    EXECUTION
      COPY

     

    
      

      

    

    $1,900,000,000

    


    AMENDED
      AND RESTATED 

    SECURED
      SUPER-PRIORITY DEBTOR IN POSSESSION

    CREDIT
      AGREEMENT

    


    Dated
      as of March 27, 2006

    


    among

    


    DELTA
      AIR LINES, INC., 

    a
      Debtor and Debtor in Possession,

    as
      Borrower,

    


    THE
      OTHER CREDIT PARTIES SIGNATORY HERETO,

    each
      a Debtor and Debtor in Possession,

    as
      Credit Parties,

    


    THE
      LENDERS SIGNATORY HERETO FROM TIME TO TIME,

    as
      Lenders,

    


    and

    


    GENERAL
      ELECTRIC CAPITAL CORPORATION,

    as
      Administrative Agent and Lender

    


    *
      *
      *

    


    GE
      CAPITAL MARKETS, INC.,

    as
      Sole Lead Arranger and Sole Book Runner for 

    Term
      Loan A and Term Loan B

    


    *
      *
      *

    


    GE
      CAPITAL MARKETS, INC. 

    and
      

    MORGAN
      STANLEY SENIOR FUNDING, INC.,

    as
      Joint Lead Arrangers and Joint Book Runners for 

    Term
      Loan C

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	 	 	 	 	 	 	
              Page

            
	
              1.

            	 	
              AMOUNT
                AND TERMS OF CREDIT

            	 	
              2

            
	 	 	
              1.1

            	 	
              Credit
                Facilities

            	 	
              2

            
	 	 	
              1.2

            	 	
              Prepayments

            	 	
              3

            
	 	 	
              1.3

            	 	
              Priority
                and Application of Payments

            	 	
              5

            
	 	 	
              1.4

            	 	
              Use
                of Proceeds

            	 	
              6

            
	 	 	
              1.5

            	 	
              Interest
                and Applicable Margins

            	 	
              6

            
	 	 	
              1.6

            	 	
              Term
                A Borrowing Base

            	 	
              8

            
	 	 	
              1.7

            	 	
              [Reserved.]

            	 	
              8

            
	 	 	
              1.8

            	 	
              Fees

            	 	
              8

            
	 	 	
              1.9

            	 	
              Receipt
                of Payments

            	 	
              8

            
	 	 	
              1.10

            	 	
              Loan
                Account and Accounting

            	 	
              8

            
	 	 	
              1.11

            	 	
              Indemnity

            	 	
              9

            
	 	 	
              1.12

            	 	
              Access

            	 	
              10

            
	 	 	
              1.13

            	 	
              Taxes

            	 	
              11

            
	 	 	
              1.14

            	 	
              Capital
                Adequacy; Increased Costs; Illegality

            	 	
              12

            
	 	 	
              1.15

            	 	
              Regulation
                D Compensation

            	 	
              14

            
	
              2.

            	 	
              CONDITIONS
                PRECEDENT

            	 	
              14

            
	 	 	
              2.1

            	 	
              Conditions
                to Effectiveness of Section 6.7(e)

            	 	
              14

            
	 	 	
              2.2

            	 	
              Conditions
                to Effectiveness Generally

            	 	
              15

            
	 	 	
              2.3

            	 	
              Conditions
                to Effectiveness of Certain Other Provisions

            	 	
              16

            
	
              3.

            	 	
              REPRESENTATIONS
                AND WARRANTIES

            	 	
              17

            
	 	 	
              3.1

            	 	
              Corporate
                Existence; Compliance with Law

            	 	
              17

            
	 	 	
              3.2

            	 	
              Executive
                Offices, Collateral Locations, FEIN

            	 	
              17

            
	 	 	
              3.3

            	 	
              Corporate
                Power, Authorization, Enforceable Obligations

            	 	
              18

            
	 	 	
              3.4

            	 	
              Financial
                Statements and Projections

            	 	
              18

            
	 	 	
              3.5

            	 	
              Material
                Adverse Effect; Burdensome Restrictions; Default

            	 	
              19

            
	 	 	
              3.6

            	 	
              Ownership
                of Property; Real Estate; Liens

            	 	
              19

            
	 	 	
              3.7

            	 	
              Labor
                Matters

            	 	
              20

            
	 	 	
              3.8

            	 	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock and
                Indebtedness

            	 	
              21

            
	 	 	
              3.9

            	 	
              Government
                Regulation

            	 	
              21

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              3.10

            	 	
              Margin
                Regulations

            	 	
              21

            
	 	 	
              3.11

            	 	
              Taxes

            	 	
              21

            
	 	 	
              3.12

            	 	
              ERISA

            	 	
              22

            
	 	 	
              3.13

            	 	
              No
                Litigation

            	 	
              23

            
	 	 	
              3.14

            	 	
              Intellectual
                Property

            	 	
              23

            
	 	 	
              3.15

            	 	
              Full
                Disclosure

            	 	
              23

            
	 	 	
              3.16

            	 	
              Environmental
                Matters

            	 	
              24

            
	 	 	
              3.17

            	 	
              Insurance

            	 	
              24

            
	 	 	
              3.18

            	 	
              Use
                of Proceeds

            	 	
              24

            
	 	 	
              3.19

            	 	
              Deposit

            	 	
              25

            
	 	 	
              3.20

            	 	
              Trade
                Relations

            	 	
              25

            
	 	 	
              3.21

            	 	
              Compliance
                With Industry Standards

            	 	
              25

            
	 	 	
              3.22

            	 	
              Post-Petition
                Skymiles Facility

            	 	
              25

            
	 	 	
              3.23

            	 	
              Secured,
                Super-Priority Obligations

            	 	
              25

            
	 	 	
              3.24

            	 	
              Certificated
                Air Carrier

            	 	
              26

            
	 	 	
              3.25

            	 	
              U.S.
                Citizen

            	 	
              26

            
	 	 	
              3.26

            	 	
              Spare
                Parts

            	 	
              26

            
	 	 	
              3.27

            	 	
              Aircraft;
                Engines

            	 	
              26

            
	 	 	
              3.28

            	 	
              Slots,
                Primary Gates and Routes

            	 	
              26

            
	
              4.

            	 	
              FINANCIAL
                STATEMENTS AND INFORMATION

            	 	
              27

            
	 	 	
              4.1

            	 	
              Reports
                and Notices

            	 	
              27

            
	 	 	
              4.2

            	 	
              Communication
                with Accountants

            	 	
              27

            
	
              5.

            	 	
              AFFIRMATIVE
                COVENANTS

            	 	
              27

            
	 	 	
              5.1

            	 	
              Maintenance
                of Existence and Conduct of Business

            	 	
              27

            
	 	 	
              5.2

            	 	
              Payment
                of Charges

            	 	
              28

            
	 	 	
              5.3

            	 	
              Books
                and Records

            	 	
              29

            
	 	 	
              5.4

            	 	
              Insurance;
                Damage to or Destruction of Collateral

            	 	
              29

            
	 	 	
              5.5

            	 	
              Compliance
                with Laws

            	 	
              31

            
	 	 	
              5.6

            	 	
              Intellectual
                Property

            	 	
              31

            
	 	 	
              5.7

            	 	
              Environmental
                Matters

            	 	
              31

            
	 	 	
              5.8

            	 	
              Landlords’
                Agreements; Bailee Letters

            	 	
              32

            
	 	 	
              5.9

            	 	
              [Reserved.]

            	 	
              32

            
	 	 	
              5.10

            	 	
              Notices

            	 	
              32

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

       

    

    
      	 	 	
              5.11

            	 	
              Further
                Assurances

            	 	
              32

            
	 	 	
              5.12

            	 	
              Additional
                Guaranties and Collateral Documents

            	 	
              33

            
	 	 	
              5.13

            	 	
              Pledged
                Spare Parts

            	 	
              35

            
	 	 	
              5.14

            	 	
              Aircraft
                Mortgage; Spare Parts Mortgage; SGR Security Agreement

            	 	
              35

            
	 	 	
              5.15

            	 	
              Slot
                Utilization

            	 	
              35

            
	 	 	
              5.16

            	 	
              ERISA/Labor
                Matters

            	 	
              36

            
	 	 	
              5.17

            	 	
              Maintenance
                of Liens and Collateral

            	 	
              36

            
	 	 	
              5.18

            	 	
              Use
                of Proceeds

            	 	
              36

            
	 	 	
              5.19

            	 	
              Cash
                Management Systems

            	 	
              37

            
	 	 	
              5.20

            	 	
              Appraisals

            	 	
              37

            
	
              6.

            	 	
              NEGATIVE
                COVENANTS

            	 	
              37

            
	 	 	
              6.1

            	 	
              Mergers,
                Subsidiaries, Etc

            	 	
              37

            
	 	 	
              6.2

            	 	
              Investments;
                Loans and Advances

            	 	
              37

            
	 	 	
              6.3

            	 	
              Indebtedness

            	 	
              39

            
	 	 	
              6.4

            	 	
              Affiliate
                Transactions

            	 	
              42

            
	 	 	
              6.5

            	 	
              Capital
                Structure and Business

            	 	
              42

            
	 	 	
              6.6

            	 	
              Guaranteed
                Indebtedness

            	 	
              42

            
	 	 	
              6.7

            	 	
              Liens

            	 	
              42

            
	 	 	
              6.8

            	 	
              Sale
                of Stock and Assets

            	 	
              44

            
	 	 	
              6.9

            	 	
              [Reserved.]

            	 	
              46

            
	 	 	
              6.10

            	 	
              Financial
                Covenants

            	 	
              46

            
	 	 	
              6.11

            	 	
              Hazardous
                Materials

            	 	
              46

            
	 	 	
              6.12

            	 	
              Sale-Leasebacks

            	 	
              47

            
	 	 	
              6.13

            	 	
              Restricted
                Payments

            	 	
              47

            
	 	 	
              6.14

            	 	
              Change
                of Corporate Name or Location; Change of Fiscal Year

            	 	
              47

            
	 	 	
              6.15

            	 	
              No
                Impairment of Intercompany Transfers

            	 	
              48

            
	 	 	
              6.16

            	 	
              Limitation
                on Negative Pledge Clauses

            	 	
              48

            
	 	 	
              6.17

            	 	
              No
                Speculative Transactions

            	 	
              48

            
	 	 	
              6.18

            	 	
              Real
                Estate Purchases and Leases

            	 	
              49

            
	 	 	
              6.19

            	 	
              Changes
                Relating to Permitted Subordinated Indebtedness and Post-Petition
                Skymiles
                Facility Documents

            	 	
              49

            
	 	 	
              6.20

            	 	
              Cancellation
                of Indebtedness

            	 	
              50

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

       

    

    
      	
              7.

            	 	
              TERM

            	 	 	 	
              50

            
	 	 	
              7.1

            	 	
              Termination

            	 	
              50

            
	 	 	
              7.2

            	 	
              Survival
                of Obligations Upon Termination of Financing Arrangements

            	 	
              50

            
	
              8.

            	 	
              EVENTS
                OF DEFAULT; RIGHTS AND REMEDIES

            	 	
              50

            
	 	 	
              8.1

            	 	
              Events
                of Default

            	 	
              50

            
	 	 	
              8.2

            	 	
              Remedies

            	 	
              54

            
	 	 	
              8.3

            	 	
              Waivers
                by Credit Parties

            	 	
              54

            
	
              9

            	 	
              GUARANTY

            	 	 	 	
              55

            
	 	 	
              9.1

            	 	
              Guaranty
                of Obligations of Borrower

            	 	
              55

            
	 	 	
              9.2

            	 	
              Demand
                by Secured Parties

            	 	
              56

            
	 	 	
              9.3

            	 	
              Enforcement
                of Guaranty

            	 	
              56

            
	 	 	
              9.4

            	 	
              Waiver

            	 	
              56

            
	 	 	
              9.5

            	 	
              Benefit
                of Guaranty

            	 	
              56

            
	 	 	
              9.6

            	 	
              Modification
                of Obligations, Etc

            	 	
              57

            
	 	 	
              9.7

            	 	
              Waiver
                of Subrogation, Etc

            	 	
              57

            
	 	 	
              9.8

            	 	
              Election
                of Remedies

            	 	
              58

            
	
              10

            	 	
              SECURITY

            	 	 	 	
              59

            
	 	 	
              10.1

            	 	
              Security

            	 	
              59

            
	 	 	
              10.2

            	 	
              Perfection
                of Security Interests

            	 	
              61

            
	 	 	
              10.3

            	 	
              Rights
                of Lender; Limitations on Lenders’ Obligations

            	 	
              62

            
	 	 	
              10.4

            	 	
              Covenants
                of the Credit Parties with Respect to Collateral

            	 	
              63

            
	 	 	
              10.5

            	 	
              Performance
                by Administrative Agent of the Credit Parties’ Obligations

            	 	
              67

            
	 	 	
              10.6

            	 	
              Limitation
                on Administrative Agent’s duty in Respect of Collateral

            	 	
              67

            
	 	 	
              10.7

            	 	
              Remedies;
                Rights Upon Default

            	 	
              68

            
	 	 	
              10.8

            	 	
              The
                Administrative Agent’s Appointment as Attorney-in-Fact

            	 	
              74

            
	 	 	
              10.9

            	 	
              [Reserved]

            	 	
              75

            
	 	 	
              10.10

            	 	
              Intercreditor
                Issues

            	 	
              75

            
	 	 	
              10.11

            	 	
              Release
                of Collateral

            	 	
              76

            
	
              11.

            	 	
              ASSIGNMENT
                AND PARTICIPATIONS; APPOINTMENT OF ADMINISTRATIVE AGENT

            	 	
              77

            
	 	 	
              11.1

            	 	
              Assignment
                and Participations

            	 	
              77

            
	 	 	
              11.2

            	 	
              Appointment
                of Administrative Agent

            	 	
              79

            
	 	 	
              11.3

            	 	
              Administrative
                Agent’s Reliance, Etc

            	 	
              80

            
	 	 	
              11.4

            	 	
              GE
                Capital and Affiliates

            	 	
              81

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              11.5

            	 	
              Lender
                Credit Decision

            	 	
              81

            
	 	 	
              11.6

            	 	
              Indemnification

            	 	
              81

            
	 	 	
              11.7

            	 	
              Successor
                Agents

            	 	
              82

            
	 	 	
              11.8

            	 	
              Setoff
                and Sharing of Payments

            	 	
              83

            
	 	 	
              11.9

            	 	
              Payments;
                Non-Funding Lenders; Information; Actions in Concert

            	 	
              83

            
	
              12.

            	 	
              SUCCESSORS
                AND ASSIGNS

            	 	
              84

            
	 	 	
              12.1

            	 	
              Successors
                and Assigns

            	 	
              84

            
	
              13.

            	 	
              MISCELLANEOUS

            	 	
              85

            
	 	 	
              13.1

            	 	
              Complete
                Agreement; Modification of Agreement

            	 	
              85

            
	 	 	
              13.2

            	 	
              Amendments
                and Waivers

            	 	
              85

            
	 	 	
              13.3

            	 	
              Fees
                and Expenses

            	 	
              88

            
	 	 	
              13.4

            	 	
              No
                Waiver

            	 	
              89

            
	 	 	
              13.5

            	 	
              Remedies

            	 	
              90

            
	 	 	
              13.6

            	 	
              Severability

            	 	
              90

            
	 	 	
              13.7

            	 	
              Conflict
                of Terms

            	 	
              90

            
	 	 	
              13.8

            	 	
              Confidentiality

            	 	
              90

            
	 	 	
              13.9

            	 	
              GOVERNING
                LAW

            	 	
              91

            
	 	 	
              13.10

            	 	
              Notices

            	 	
              92

            
	 	 	
              13.11

            	 	
              Section
                Titles

            	 	
              93

            
	 	 	
              13.12

            	 	
              Counterparts

            	 	
              93

            
	 	 	
              13.13

            	 	
              WAIVER
                OF JURY TRIAL

            	 	
              93

            
	 	 	
              13.14

            	 	
              Press
                Releases and Related Matters

            	 	
              94

            
	 	 	
              13.15

            	 	
              [Reserved]

            	 	
              94

            
	 	 	
              13.16

            	 	
              Advice
                of Counsel

            	 	
              94

            
	 	 	
              13.17

            	 	
              No
                Strict Construction

            	 	
              94

            


    

     

    INDEX
      OF APPENDICES

     

    
      	
              Annex
                A 

            	
              (Recitals)

            	
              -

            	
              Definitions

            
	
              Annex
                B 

            	
              (Section
                1.1(a))

            	
              -

            	
              Letters
                of Credit

            
	
              Annex
                C 

            	
              (Section
                5.19)

            	
              -

            	
              Cash
                Management Systems

            
	
              Annex
                D 

            	
              (Section
                2.2(c))

            	
              -

            	
              Closing
                Checklist

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      	
              Annex
                E 

            	
              (Section
                4.1(a))

            	
              -

            	
              Financial
                Statements and Projections —
                Reporting

            
	
              Annex
                F 

            	
              (Section
                4.1(b))

            	
              -

            	
              Collateral
                Reports

            
	
              Annex
                G 

            	
              (Section
                6.10)

            	
              -

            	
              Financial
                Covenants

            
	
              Annex
                H 

            	
              (Section
                11.9(a))

            	
              -

            	
              Lenders’
                Wire Transfer Information

            
	
              Annex
                I 

            	
              (Section
                13.10)

            	
              -

            	
              Notice
                Addresses 

            
	
              Annex
                J

            	
              (from
                Annex A - Commitments Definition)

            	
              -

            	
              Commitments
                as of Closing Date

            
	
              Annex
                K 

            	
              (from
                Annex A- Permitted Investments Definition)

            	
              -

            	
              Investments
                Guidelines

            
	 	 	 	 


    

    


    


    
      	
              Exhibit
                1.1

            	
              -

            	
              Form
                of Note

            
	
              Exhibit
                1.5(e)

            	
              -

            	
              Form
                of Notice of Conversion/Continuation

            
	
              Exhibit
                4.1(b)

            	
              -

            	
              Form
                of Borrowing Base Certificate

            
	
              Exhibit
                11.1(a)

            	
              -

            	
              Form
                of Assignment Agreement

            
	 	 	 
	
              Disclosure
                Schedule 3.1

            	
              -

            	
              Type
                of Entity; State of Organization

            
	
              Disclosure
                Schedule 3.2

            	
              -

            	
              Executive
                Offices, Collateral Locations, FEIN

            
	
              Disclosure
                Schedule 3.4(a)

            	
              -

            	
              Financial
                Statements

            
	
              Disclosure
                Schedule 3.6

            	
              -

            	
              Real
                Estate and Leases:

            
	
              Part
                1

            	
              -

            	
              Owned
                Real Estate

            
	
              Part
                2

            	
              -

            	
              Material
                Real Estate Contracts 

            
	
              Part
                3

            	
              -

            	
              Leases
                Affecting Owned Real Estate

            
	
              Disclosure
                Schedule 3.7

            	
              -

            	
              Labor
                Matters

            
	
              Disclosure
                Schedule 3.8

            	
              -

            	
              Ventures,
                Subsidiaries and Affiliates; Outstanding Stock 

            
	
              Disclosure
                Schedule 3.11

            	
              -

            	
              Tax
                Matters

            
	
              Disclosure
                Schedule 3.12

            	
              -

            	
              ERISA
                Plans

            
	
              Disclosure
                Schedule 3.14

            	
              -

            	
              Intellectual
                Property

            
	
              Disclosure
                Schedule 3.16

            	
              -

            	
              Environmental
                Matters

            
	
              Disclosure
                Schedule 3.17

            	
              -

            	
              Insurance:

            
	
              Part
                1

            	
              -

            	
              Insurance
                Policies

            
	
              Part
                2

            	
              -

            	
              Those
                Insurance Policies with respect to Collateral 

            
	
              Disclosure
                Schedule 3.19

            	
              -

            	
              Deposit
                

            
	
              Disclosure
                Schedule 3.20

            	
              -

            	
              Trade
                Relations

            
	
              Disclosure
                Schedule 3.26

            	
              -

            	
              Spare
                Parts

            
	
              Disclosure
                Schedule 3.27

            	
              -

            	
              Eligible
                Aircraft; Eligible Engines

            
	
              Disclosure
                Schedule 3.28

            	
              -

            	
              Primary
                Slots and Primary Routes

            
	
              Disclosure
                Schedule 5.1

            	
              -

            	
              Trade
                Names

            
	
              Disclosure
                Schedule 6.2

            	
              -

            	
              Existing
                Investments

            
	
              Disclosure
                Schedule 6.3

            	
              -

            	
              Existing
                Indebtedness

            
	
              Disclosure
                Schedule 6.7

            	
              -

            	
              Existing
                Liens

            
	
              Disclosure
                Schedule 6.15

            	
              -

            	
              Restrictions
                on Intercompany Transfers

            
	
              Disclosure
                Schedule 6.16

            	
              -

            	
              Negative
                Pledge Clauses

            
	
              Disclosure
                Schedule 10.1

            	
              -

            	
              Commercial
                Tort Claims

            
	
              Disclosure
                Schedule 10.4

            	
              -

            	
              Pledged
                Collateral

            
	
              Part
                1

            	
              -

            	
              Pledged
                Shares

            
	
              Part
                2

            	
              -

            	
              Pledged
                Indebtedness

            


    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

       

    

    
      	
              Exhibit
                A

            	
              -

            	
              Form
                of Power of Attorney 

            
	
              Exhibit
                B 

            	
              -

            	
              Form
                of Aircraft Mortgage

            
	
              Exhibit
                C 

            	
              -

            	
              Form
                of Copyright Security Agreements

            
	
              Exhibit
                D

            	
              -

            	
              Form
                of Mortgage

            
	
              Exhibit
                E 

            	
              -

            	
              Form
                of SGR Security Agreement

            
	
              Exhibit
                F

            	
              -

            	
              Form
                of Spare Parts Mortgage 

            
	
              Exhibit
                G 

            	
              -

            	
              Form
                of Trademark Security Agreements

            
	
              Exhibit
                H

            	
              -

            	
              Form
                of Pledge Amendment

            


    

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        



    

    This
      AMENDED AND RESTATED SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
      AGREEMENT (this “Agreement”),
      dated
      as of March 27, 2006, among DELTA AIR LINES, INC., a Delaware corporation,
      as a
      debtor and debtor in possession under
      chapter 11 of the Bankruptcy Code (as defined below) (“Borrower”);
      the
      other Credit Parties signatory hereto, each as a debtor and debtor in
      possession
      under
      chapter 11 of the Bankruptcy Code;
      GENERAL
      ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual
      capacity, “GE
      Capital”),
      for
      itself, as Lender, and as administrative agent and collateral agent for the
      Lenders (in such capacity, the “Administrative
      Agent”);
      and
      the other Lenders signatory hereto from time to time, amends and restates the
      Existing Credit Agreement (as defined below).

     

    RECITALS

     

    WHEREAS,
      on September 14, 2005, (the “Petition
      Date”),
      Borrower and each of the other Credit Parties filed voluntary petitions for
      relief (collectively, the “Cases”)
      under
      chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
      the Southern District of New York (the “Bankruptcy
      Court”);
      and

     

    WHEREAS,
      Borrower and the other Credit Parties are continuing to operate their respective
      businesses and manage their respective properties as debtors and debtors in
      possession under sections 1107 and 1108 of the Bankruptcy Code; and

     

    WHEREAS,
      the
      Borrower, the other Credit Parties signatory thereto, GE Capital, as
      administrative agent and collateral agent for the lenders, and the other lenders
      signatory thereto are parties to the Secured Super-Priority Debtor in Possession
      Credit Agreement, dated as of September 16, 2005 as amended on October 7, 2005
      pursuant to Amendment No. 1 thereto (as amended, modified or supplemented prior
      to the date hereof, the “Existing
      Credit Agreement”);

     

    WHEREAS,
      (a)
      this
      Agreement, on the terms and subject to the conditions set forth herein, shall
      amend and restate the Existing Credit Agreement in its entirety as of the
      Effective Date, (b) this Agreement shall not constitute a novation of the
      obligations and liabilities existing under the Existing Credit Agreement or
      evidence payment of all or any of such obligations and liabilities and (c)
      from
      and after the Effective Date, the Existing Credit Agreement shall be of no
      further force or effect, except to evidence the Obligations (as defined therein)
      incurred, the representations and warranties made and the actions or omissions
      performed or required to be performed thereunder prior to the Effective Date;
      and

     

    WHEREAS,
      capitalized terms used in this Agreement shall have the meanings ascribed to
      them in Annex
      A
      and, for
      purposes of this Agreement and the other Loan Documents, the rules of
      construction set forth in Annex
      A shall
      govern. All Annexes, Schedules, Exhibits and other attachments (collectively,
      “Appendices”)
      hereto, or expressly identified to this Agreement, are incorporated herein
      by
      reference, and taken together with this Agreement, shall constitute but a single
      agreement. These Recitals shall be construed as part of the
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants hereinafter
        contained, and for other good and valuable consideration, the parties hereto
        agree as follows:

    

     

    1. AMOUNT
      AND TERMS OF CREDIT

     

    1.1    Credit
      Facilities.

     

    (a)    Term
      Loan A.

     

    (i)    On
      the
      Effective Date the aggregate principal amount of Term Loan A (as defined in
      the
      Existing Credit Agreement) outstanding under the Existing Credit Agreement
      is
      $600,000,000 and shall be deemed outstanding under this Agreement (collectively,
      the “Term
      Loan A”).
      The
      Borrower may from time to time deposit the proceeds of the Term Loan A in the
      L/C Cash Collateral Account. Unless
      a
      Default or an Event of Default shall have occurred and be continuing,
      the L/C
      Cash Collateral may be withdrawn by the Borrower from the L/C Cash Collateral
      Account from time to time upon 3 Business Days’ notice to the Administrative
      Agent, provided
      that the
      aggregate amount of L/C Cash Collateral held in the L/C Cash Collateral Account
      thereafter would not be less than an amount equal to 100% of the aggregate
      face
      amount of all outstanding Letters of Credit. The obligations of each Term A
      Lender hereunder shall be several and not joint. The Term Loan A shall, upon
      the
      request of any Lender pursuant to Section
      1.10,
      be
      evidenced by promissory notes substantially in the form of Exhibit
      1.1
      (each a
“Note”
and
      collectively the “Notes”),
      and,
      upon such request as provided in Section
      1.10,
      Borrower shall execute and deliver each Note to the applicable Term A Lender.
      Each Note shall represent the obligation of Borrower to pay the amount of the
      applicable Term A Lender’s Term Loan A, together with interest thereon as
      prescribed in Section
      1.5.

     

    (ii)    The
      aggregate outstanding principal balance of the Term Loan A (including the
      portion of the Term Loan A the proceeds of which are held by the Administrative
      Agent in the L/C Cash Collateral Account) shall be due and payable in full
      in
      immediately available funds on the Maturity Date, if not sooner paid in full.
      No
      payment with respect to the Term Loan A may be reborrowed. The deposit of
      proceeds of the Term Loan A in the L/C Cash Collateral Account as provided
      in
      Section 1.1(a)(i) above, is not and shall not be deemed to be a repayment of
      the
      Term Loan A. 

     

    (iii)    Each
      payment of principal with respect to the Term Loan A shall be paid to the
      Administrative Agent for the ratable benefit of each Term A Lender, ratably
      in
      proportion to each such Term A Lender’s respective Term A Commitment.


     

    (iv)    Subject
      to and in accordance with the terms and conditions contained herein and in
      Annex
      B,
      unless
      a Default or an Event of Default shall have occurred and be continuing, each
      L/C
      Issuer agrees to issue one or more Letters of Credit at the request of the
      Borrower from time to time during the period commencing on the Effective Date
      and ending on the earlier of the Maturity Date and 30 days prior to the
      Scheduled Maturity Date, up to a maximum amount of $200,000,000
      (the “L/C
      Subfacility”).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)    Term
      Loan B.

     

    (i)    On
      the
      Effective Date the aggregate principal amount of Term Loan B (as defined in
      the
      Existing Credit Agreement) outstanding under the Existing Credit Agreement
      is
      $700,000,000 and shall be deemed outstanding under this Agreement (collectively,
      the “Term
      Loan B”).
      The
      obligations of each Term B Lender hereunder shall be several and not joint.
      The
      Term Loan B shall, upon the request of any Lender pursuant to Section
      1.10,
      be
      evidenced by a Note, and, upon such request as provided in Section
      1.10,
      Borrower shall execute and deliver each Note to the applicable Term B Lender.
      Each Note shall represent the obligation of Borrower to pay the amount of the
      applicable Term B Lender’s Term Loan B, together with interest thereon as
      prescribed in Section
      1.5.

     

    (ii)    The
      aggregate outstanding principal balance of the Term Loan B shall be due and
      payable in full in immediately available funds on the Maturity Date, if not
      sooner paid in full. No payment with respect to the Term Loan B may be
      reborrowed. 

     

    (iii)    Each
      payment of principal with respect to the Term Loan B shall be paid to the
      Administrative Agent for the ratable benefit of each Term B Lender, ratably
      in
      proportion to each such Term B Lender’s respective Term B Commitment.


     

    (c)    Term
      Loan C.

     

    (i)    On
      the
      Effective Date the aggregate principal amount of Term Loan C (as defined in
      the
      Existing Credit Agreement) outstanding under the Existing Credit Agreement
      is
      $600,000,000 and shall be deemed outstanding under this Agreement (collectively,
      the “Term
      Loan C”).
      The
      obligations of each Term C Lender hereunder shall be several and not joint.
      The
      Term Loan C shall, upon the request of any Lender pursuant to Section
      1.10,
      be
      evidenced by a Note, and, upon such request as provided in Section
      1.10,
      Borrower shall execute and deliver each Note to the applicable Term C Lender.
      Each Note shall represent the obligation of Borrower to pay the amount of the
      applicable Term C Lender’s Term Loan C, together with interest thereon as
      prescribed in Section
      1.5.

     

    (ii)    The
      aggregate outstanding principal balance of the Term Loan C shall be due and
      payable in full in immediately available funds on the Maturity Date, if not
      sooner paid in full. No payment with respect to the Term Loan C may be
      reborrowed. 

     

    (iii)    Each
      payment of principal with respect to the Term Loan C shall be paid to the
      Administrative Agent for the ratable benefit of each Term C Lender, ratably
      in
      proportion to each such Term C Lender’s respective Term C Commitment.


     

    1.2    Prepayments. 

     

    (a)    Voluntary
      Prepayments.
      Borrower
      may at any time on at least three (3) Business Days’ prior written notice to the
      Administrative Agent, voluntarily prepay all or part of the Term Loan;
provided
      that any
      such prepayment shall be in a minimum amount of $5,000,000 and integral
      multiples of $250,000 in excess of such amount and shall be accompanied by
      payment of any LIBOR funding breakage costs in accordance with Section
      1.11(b);
      provided,
      further,
      that
      any such prepayment shall be applied pursuant to Section
      1.3.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)    Mandatory
      Prepayments.

     

    (i)    If
      at any
      time the aggregate outstanding principal amount of the Term Loan A exceeds
      the
      Term A Borrowing Base, Borrower shall immediately repay the aggregate
      outstanding amount of the Term Loan A to the extent required to eliminate such
      excess.

     

    (ii)    Upon
      receipt by any Credit Party of Net Cash Proceeds arising from an Asset Sale
      (other than an Asset Sale of Skymiles Collateral) or Property Loss Event,
      Borrower shall immediately prepay the Loans in an amount equal to 100% of such
      Net Cash Proceeds; provided,
      that,
      immediately upon receipt by any Credit Party of such Net Cash Proceeds, Borrower
      may, at its option, deposit 100% of such Net Cash Proceeds in the Cash
      Collateral Account, in each case, to be applied in accordance with Section
      1.2(c).

     

    (c)    Application
      of Net Cash Proceeds.
      Any Net
      Cash Proceeds received by Borrower or any other Credit Party or the
      Administrative Agent under any Loan Document (except as otherwise expressly
      provided herein or therein) shall be applied pursuant to Section
      1.3;
      provided,
      however,
      that,
      in the event Borrower has elected to deposit such Net Cash Proceeds in the
      Cash
      Collateral Account in accordance with Section
      1.2(b)(ii):
      

     

    (i)    upon
      any
      Asset Sale of Collateral included in the Term A Borrowing Base, the
      Administrative Agent shall (A) upon receipt of a Borrowing Base Certificate
      prior to the Prepayment Date that includes one or more assets (the “Replacement
      Borrowing Base Assets”
and
      which, other than in the case of Aircraft or Engines, may consist of any type
      of
      asset eligible to be included in the Term A Borrowing Base and, in the case
      of
      Aircraft or Engines, shall consist of Additional Aircraft or Additional Engines,
      as the case may be) replacing the asset or assets (the “Original
      Borrowing Base Assets”)
      giving
      rise to such Net Cash Proceeds, release to Borrower an amount equal to (1)
      such
      Net Cash Proceeds minus
      (2) the
      amount, if any, by which (x) the Allocated Amount for the Original Borrowing
      Base Assets exceeds (y) the Allocated Amount for the Replacement Borrowing
      Base
      Assets and (B) on the earlier of (1) the election by the Administrative Agent,
      the Requisite Term A Lenders, the Requisite Term B Lenders or the Requisite
      Term
      C Lenders following the occurrence of any Event of Default and (2) the
      Prepayment Date, apply the balance of such Net Cash Proceeds pursuant to
Section
      1.3;
      

     

    (ii)    upon
      a
      Reinvestment Event, all or a portion of such Net Cash Proceeds, as specified
      in
      a Reinvestment Notice, shall be used to acquire or construct Permitted
      Reinvestment Collateral (the “Reinvestment
      Deferred Amount”)
      and
      such Reinvestment Deferred Amount shall, within five (5) Business Days of
      delivery of a Reinvestment Release Request, be released to Borrower to acquire
      or construct such Permitted Reinvestment Collateral until the Reinvestment
      Prepayment Date corresponding thereto, on which date the remaining Net Cash
      Proceeds, if any, shall be applied pursuant to Section
      1.3;
      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii)    upon
      a
      Property Loss Event involving any Aircraft or Engines, Borrower shall comply
      with the applicable notice provisions and requirements for Replacement Aircraft
      or Replacement Engines as set forth in the Aircraft Mortgage; and 

     

    (iv)    upon
      a
      Property Loss Event involving any Real Estate subject to a Mortgage, Borrower
      shall comply with the applicable provisions and requirements set forth in such
      Mortgage. 

     

    (d)    No
      Implied Consent.
      Nothing
      in this Section
      1.2
      shall be
      construed to constitute the Administrative Agent’s or Lender’s consent to any
      transaction that is not permitted by other provisions of this Agreement or
      the
      other Loan Documents.

     

    1.3    Priority
      and Application of Payments.

     

    So
      long
      as no Event of Default has occurred and is continuing, payments matching
      specific scheduled or required payments then due shall be applied to those
      scheduled or required payments. As to any other payment and as to all payments
      made when an Event of Default has occurred and is continuing or following the
      Maturity Date, Borrower hereby irrevocably waives the right to direct the
      application of any and all payments received from or on behalf of Borrower,
      and
      Borrower and each Secured Party hereby irrevocably agrees that the
      Administrative Agent shall have the continuing exclusive right to apply any
      and
      all such payments against the Obligations as follows: first,
      to Fees
      and reimbursable expenses of the Administrative Agent then due and payable
      pursuant to any of the Loan Documents; second,
      to Fees
      and reimbursable expenses of Term A Lenders and
      Letter of Credit Obligations of L/C Issuers then
      due
      and payable pursuant to any of the Loan Documents; third,
      to
      interest then due and payable on the Term Loan A; fourth,
      to
      prepay the remaining principal amount of the Term Loan A, until the Term Loan
      A
      shall have been paid in full; fifth,
      to all
      other Obligations then due and payable to the Term A Lenders; sixth,
      to Fees
      and reimbursable expenses of Term B Lenders then due and payable pursuant to
      any
      of the Loan Documents; seventh,
      to
      interest then due and payable on the Term Loan B; eighth,
      to
      prepay the remaining principal amount of the Term Loan B, until the Term Loan
      B
      shall have been paid in full; ninth,
      to all
      other Obligations then due and payable to the Term B Lenders; tenth,
      to Fees
      and reimbursable expenses of Term C Lenders then due and payable pursuant to
      any
      of the Loan Documents; eleventh,
      to
      interest then due and payable on the Term Loan C; twelfth,
      to
      prepay the remaining principal amount of the Term Loan C, until the Term Loan
      C
      shall have been paid in full; and
      last,
      to all
      other Obligations then due and payable to the Term C Lenders. All payments
      and
      prepayments applied to a particular Loan shall be applied ratably to the portion
      thereof held by each Lender as determined by its Pro Rata Share. Notwithstanding
      anything herein to the contrary, no Credit Party shall be obligated to make
      any
      payment to any Secured Party under any Loan Document from the proceeds of
      Skymiles Collateral at any time after the delivery to Borrower of a Notice
      of
      Actionable Default and until the withdrawal of all pending Notices of Actionable
      Default except as and to the extent set forth in the Skymiles Intercreditor
      Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    1.4    Use
      of
      Proceeds.

     

    Borrower
      shall utilize the proceeds of the Loans and
      Letters of Credit solely
      for the general corporate purposes of the Credit Parties.

     

    1.5    Interest
      and Applicable Margins.

     

    (a)    Borrower
      shall pay interest to the Administrative Agent, for the ratable benefit of
      Lenders in accordance with the various Loans being made by each Lender, in
      arrears on each applicable Interest Payment Date, at the following rates: (i)
      with respect to the Term Loan A, at the election of Borrower, (A) the Index
      Rate
plus
      the
      Applicable Term A Index Margin per annum or (B) at the election of Borrower,
      the
      applicable LIBOR Rate plus
      the
      Applicable Term A LIBOR Margin per annum; (ii) with respect to the Term Loan
      B,
      at the election of Borrower, (A) the Index Rate plus
      the
      Applicable Term B Index Margin per annum or (B) the applicable LIBOR Rate
plus
      the
      Applicable Term B LIBOR Margin per annum; and (iii) with respect to the Term
      Loan C, at the election of Borrower, (A) the Index Rate plus
      the
      Applicable Term C Index Margin per annum or (B) the applicable LIBOR Rate
plus
      the
      Applicable Term C LIBOR Margin per annum.

     

    The
      applicable margins are as follows:

     

    
      	
              Applicable
                Term A Index Margin

            	 	
              2.00

            	
              %

            
	
              Applicable
                Term A LIBOR Margin

            	 	
              2.75

            	
              %

            
	
              Applicable
                Term B Index Margin

            	 	
              4.00

            	
              %

            
	
              Applicable
                Term B LIBOR Margin

            	 	
              4.75

            	
              %

            
	
              Applicable
                Term C Index Margin

            	 	
              6.75

            	
              %

            
	
              Applicable
                Term C LIBOR Margin

            	 	
              7.50

            	
              %

            


    

    


    (b)    If
      any
      payment on any Loan becomes due and payable on a day other than a Business
      Day,
      the maturity thereof will be extended to the next succeeding Business Day
      (except as set forth in the definition of LIBOR Period) and, with respect to
      payments of principal, interest thereon shall be payable at the then applicable
      rate during such extension.

     

    (c)    All
      computations of interest shall be made by the Administrative Agent on the basis
      of a 360-day year (or,
      in
      the case of interest calculated based on the Index Rate, a 365/366 day
      year),
      in each
      case for the actual number of days occurring in the period for which such
      interest is payable. The Index Rate is a floating rate determined for each
      day.
      Each determination by the Administrative Agent of interest rates hereunder
      shall
      be presumptive evidence of the correctness of such rates.

     

    (d)    So
      long
      as an Event of Default has occurred and is continuing under Section
      8.1(a),
      or so
      long as any other Event of Default has occurred and is continuing and at the
      election of any of (i) the Administrative Agent, (ii) the Requisite Term A
      Lenders, (iii) the Requisite Term B Lenders or (iv) the Requisite Term C Lenders
      confirmed by written notice from the Administrative Agent to Borrower, (A)
      the
      interest rates applicable to the Loans shall
      be
      increased by two percentage points (2%) per annum above the rates of interest
      otherwise applicable to such Loans hereunder (the “Default
      Rate”),
      and
      (B) all other outstanding Obligations shall bear interest at the Default Rate
      applicable to the Term Loan C. Interest at the Default Rate shall accrue from
      the initial date of such Event of Default until that Event of Default is cured
      or waived and shall be payable upon demand. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (e)    So
      long
      as no Event of Default has occurred and is continuing, Borrower shall have
      the
      option to (i) convert at any time all or any part of outstanding Loans from
      Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate
      Loan, subject to payment of LIBOR breakage costs in accordance with Section
      1.11(b)
      if such
      conversion is made prior to the expiration of the LIBOR Period applicable
      thereto, or (iii) continue all or any portion of any Loan as a LIBOR Loan upon
      the expiration of the applicable LIBOR Period and the succeeding LIBOR Period
      of
      that continued Loan shall commence on the first day after the last day of the
      LIBOR Period of the Loan to be continued. Any Loan or group of Loans having
      the
      same proposed LIBOR Period to be made or continued as, or converted into, a
      LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples
      of
      $500,000 in excess of such amount. Any such election must be made by 11:00
      a.m.
      (New York time) on the third Business Day prior to (1) the date of any
      proposed borrowing which is to bear interest at the LIBOR Rate, (2) the end
      of
      each LIBOR Period with respect to any LIBOR Loans to be continued as such,
      or
      (3) the date on which Borrower wishes to convert any Index Rate Loan to a
      LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no
      election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time)
      on the third Business Day prior to the end of the LIBOR Period with respect
      thereto (or if an Event of Default has occurred and is continuing), that LIBOR
      Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period.
      Borrower must make such election by notice to the Administrative Agent in
      writing, by telecopy or overnight courier. In the case of any conversion or
      continuation, such election must be made pursuant to a written notice (a
“Notice
      of Conversion/Continuation”)
      in the
      form of Exhibit
      1.5(e).
      

     

    (f)    Notwithstanding
      anything to the contrary set forth in this Section
      1.5,
      if a
      court of competent jurisdiction determines in a final order that the rate of
      interest payable hereunder exceeds the highest rate of interest permissible
      under law (the “Maximum
      Lawful Rate”),
      then
      so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
      payable hereunder shall be equal to the Maximum Lawful Rate; provided,
      however,
      that if
      at any time thereafter the rate of interest payable hereunder is less than
      the
      Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the
      Maximum Lawful Rate until such time as the total interest received by the
      Administrative Agent, on behalf of applicable Lenders, is equal to the total
      interest that would have been received had the interest rate payable hereunder
      been (but for the operation of this paragraph) the interest rate payable since
      the Closing Date as otherwise provided in this Agreement. In no event shall
      the
      total interest received by any Lender pursuant to the terms hereof exceed the
      amount that such Lender could lawfully have received had the interest due
      hereunder been calculated for the full term hereof at the Maximum Lawful
      Rate.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    1.6    Term
      A
      Borrowing Base.

     

    The
      Administrative Agent shall have the right to modify or eliminate Reserves
      against Eligible Accounts, Eligible Unbilled Accounts and Eligible Refundable
      Ticket Accounts, Eligible Real Estate, Eligible Aircraft, Eligible Engines,
      Eligible Spare Parts, Eligible Ground Service Equipment, Eligible Flight
      Simulators and Eligible Tooling from time to time in its reasonable credit
      judgment. In addition, the Administrative Agent reserves the right, at any
      time
      and from time to time after the Closing Date, to adjust any of the eligibility
      criteria and to establish new eligibility criteria, and to adjust advance rates
      with respect to Eligible Accounts, Eligible Unbilled Accounts and Eligible
      Refundable Ticket Accounts, Eligible Real Estate, Eligible Aircraft, Eligible
      Engines, Eligible Spare Parts, Eligible Ground Service Equipment, Eligible
      Flight Simulators and Eligible Tooling, in its reasonable credit judgment,
      reflecting changes in the collectibility or realization values (in the case
      of
      Accounts) or changes in the Fair Market Value or Net Orderly Liquidation Value
      (in the case of the other components of the Term A Borrowing Base), in each
      case, arising or discovered by the Administrative Agent after the Closing Date,
      subject to the approval of each of the Supermajority Term A Lenders, the
      Requisite Term B Lenders and the Requisite Term C Lenders in the case of
      adjustments or new eligibility criteria, reductions in the amount of the
      Reserves in effect on the Closing Date or changes in advance rates which have
      the effect of making more credit available. 

     

    1.7    [Reserved.]

     

    1.8    Fees.

     

    Borrower
      shall pay to GE Capital the Fees specified in the Fee Letters. 

     

    1.9    Receipt
      of Payments.

     

    Borrower
      shall make each payment under this Agreement not later than 2:00 p.m. (New
      York
      time) on the day when due in immediately available funds in Dollars to the
      Collection Account. For purposes of computing interest as of any date, all
      payments shall be deemed received on the Business Day on which immediately
      available funds therefor are received in the Collection Account prior to 2:00
      p.m. New York time. Payments received after 2:00 p.m. New York time on any
      Business Day or on a day that is not a Business Day shall be deemed to have
      been
      received on the following Business Day. 

     

    1.10    Loan
      Account and Accounting.

     

    The
      Administrative Agent shall maintain a loan account (the “Loan
      Account”)
      on its
      books to record each of Term Loan A, Term Loan B and Term Loan C, all payments
      made by Borrower with respect to such Term Loan, and all other debits and
      credits as provided in this Agreement with respect to such Term Loan or any
      other Obligations with respect to such Term Loan. All entries in the Loan
      Account shall be made in accordance with the Administrative Agent’s customary
      accounting practices as in effect from time to time. The balance in the Loan
      Account, as recorded on the Administrative Agent’s most recent printout or other
      written statement, shall, absent manifest error, be presumptive evidence of
      the
      amounts due and owing to the Administrative Agent and the Lenders by Borrower;
      provided,
      that
      any failure to so record or any error in so recording shall not limit or
      otherwise affect Borrower’s duty to pay the Obligations with respect to the Term
      Loans. The Administrative Agent shall render to Borrower a monthly accounting
      of
      transactions with respect to each Term Loan setting forth the balance of the
      Loan Account for the immediately preceding month. Any Lender may elect, by
      notice to Borrower and the Administrative Agent, to have such Lender’s Term Loan
      be evidenced by a Note issued to that Lender. If no such Note is requested,
      such
      Lender may rely on the Term Loan Account as evidence of the amount of
      Obligations with respect to the Term Loan from time to time owing to
      it.
      Unless
      Borrower notifies the Administrative Agent in writing of any objection to any
      such accounting (specifically describing the basis for such objection), within
      thirty (30) days after the date thereof, each and every such accounting shall
      be
      presumptive evidence of all matters reflected therein. Only those items
      expressly objected to in such notice shall be deemed to be disputed by Borrower.
      

     

    
      
        
        

      

      
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    1.11   Indemnity.

     

    (a)    Each
      Credit Party that is a signatory hereto shall jointly and severally indemnify
      and hold harmless each of the Administrative Agent, Lenders and their respective
      Affiliates, and each such Person’s respective officers, directors, employees,
      attorneys, agents and representatives (each, an “Indemnified
      Person”),
      from
      and against any and all suits, actions, proceedings, claims, damages, losses,
      liabilities and expenses (including reasonable attorneys’ fees and disbursements
      and other costs of investigation or defense, including those incurred upon
      any
      appeal) that may be instituted or asserted against or incurred by any such
      Indemnified Person as the result of credit having been extended, suspended
      or
      terminated under this Agreement and the other Loan Documents and the
      administration of such credit, and in connection with or arising out of the
      transactions contemplated hereunder and thereunder and any actions or failures
      to act in connection therewith, including any and all Environmental Liabilities
      and legal costs and expenses arising out of or incurred in connection with
      disputes between or among any parties
      to any
      of the Loan Documents, and associated with Electronic Transmissions or E-Systems
      as well as failures caused by Borrower’s equipment, software, services or
      otherwise used in connection therewith (collectively, “Indemnified
      Liabilities”);
      provided,
      that no
      such Credit Party shall be liable for any indemnification to an Indemnified
      Person to the extent that any such suit, action, proceeding, claim, damage,
      loss, liability or expense results from that Indemnified Person’s gross
      negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE
      OR
      LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR
      THIRD
      PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
      DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
      CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN
      EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF
      ANY
      OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

     

    (b)    To
      induce
      Lenders to provide the LIBOR Rate option on the terms provided herein, if (i)
      any LIBOR Loans are repaid in whole or in part prior to the last day of any
      applicable LIBOR Period (whether that repayment is made pursuant to any
      provision of this Agreement or any other Loan Document or occurs as a result
      of
      acceleration, by operation of law or otherwise); (ii) Borrower shall default
      in
      payment when due of the principal amount of or interest on any LIBOR Loan;
      (iii)
      Borrower shall refuse to accept any borrowing of, or shall request a termination
      of any borrowing, conversion into or continuation of LIBOR Loans after Borrower
      has given notice requesting the same in accordance herewith; or (iv) Borrower
      shall fail to make any prepayment of a LIBOR Loan after Borrower has given
      a
      notice thereof in accordance herewith, then Borrower shall indemnify and hold
      harmless each Lender from and against any loss or expense arising from the
      reemployment of funds obtained by it or from fees payable to terminate deposits
      from which such funds were obtained. For the purpose of calculating amounts
      payable to a Lender under this subsection, each Lender shall be deemed to have
      actually funded its relevant LIBOR Loan through the purchase of a deposit
      bearing interest at the LIBOR Rate in an amount equal to the amount of that
      LIBOR Loan and having a maturity comparable to the relevant LIBOR Period;
provided,
      that
      each Lender may fund each of its LIBOR Loans in any manner it sees fit, and
      the
      foregoing assumption shall be utilized only for the calculation of amounts
      payable under this subsection. This covenant shall survive the termination
      of
      this Agreement and the payment of the Notes and all other amounts payable
      hereunder. As promptly as practicable under the circumstances, each Lender
      shall
      provide Borrower with its written calculation of all amounts payable pursuant
      to
      this Section
      1.11(b),
      and
      such calculation shall be binding on the parties hereto unless Borrower shall
      object in writing within thirty (30) days of receipt thereof, specifying the
      basis for such objection in detail.

     

    
      
        
        

      

      
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    1.12    Access.

     

    (a)    Each
      Credit Party shall, during normal business hours, from time to time upon five
      (5) Business Days’ prior notice as frequently as the Administrative Agent
      reasonably determines to be appropriate (and subject to such other restrictions
      on inspections set forth in the Aircraft Mortgage with respect to Aircraft
      and
      Engines or the Spare Parts Mortgage with respect to Spare Parts): (i) provide
      the Administrative Agent and any of its officers, employees and agents access
      to
      its officers and employees, and with prior notice and the opportunity to be
      present, advisors of each Credit Party, (ii) permit the Administrative Agent,
      and any of its officers, employees and agents, to inspect, audit and make
      extracts from any Credit Party’s Books and Records (subject to requirements
      under any confidentiality agreements, if applicable) , and (iii) permit the
      Administrative Agent, and any of its officers, employees and agents, to have
      access to properties, facilities and to the Collateral and to inspect, audit,
      review, evaluate, conduct field examinations and make test verifications and
      counts of the Accounts, Inventory and other Collateral of any Credit Party;
      provided,
      that so
      long as no Event of Default has occurred and is continuing, such access and
      inspections shall not be permitted more frequently than (A) once in any calendar
      quarter with respect to any Collateral of the type described in clauses
      (d)
      through
(m)
      of the
      definition of “Term
      A
      Borrowing Base,”
(B)
      twice every calendar year with respect to any Collateral of the type described
      in clauses
      (a)
      through
(c)
      of the
      definition of “Term
      A
      Borrowing Base,”
and
      (C)
      as set forth in the other applicable Collateral Documents. Representatives
      of
      other Lenders may accompany the Administrative Agent’s representatives on
      regularly scheduled audits at no charge to Borrower. Each Credit Party shall
      make available to the Administrative Agent and its counsel reasonably promptly
      originals or copies of all Books and Records (subject to requirements under
      any
      confidentiality agreements, if applicable) that the Administrative Agent may
      reasonably request. Each Credit Party shall deliver any document or instrument
      necessary for the Administrative Agent, as it may from time to time request,
      to
      obtain records from any service bureau or other Person that maintains records
      for such Credit Party and shall maintain supporting documentation on media,
      including computer tapes and discs owned by such Credit Party. The
      Administrative Agent will give Lenders at least five (5) days’ prior written
      notice of regularly scheduled audits. 

     

    
      
        
        

      

      
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    (b)    If
      an
      Event of Default has occurred and is continuing, each such Credit Party shall
      provide such access as set forth in clause (a) above to the Administrative
      Agent
      and to each Lender at all times and without advance notice. Furthermore, so
      long
      as any Event of Default has occurred and is continuing, Borrower shall provide
      the Administrative Agent and each Lender with access, with prior notice and
      opportunity for Borrower to be present, to its suppliers, service providers
      and
      customers. 

     

    1.13   Taxes.

     

    (a)    Any
      and
      all payments by Borrower hereunder or under the Notes shall be made, in
      accordance with this Section
      1.13,
      free
      and clear of and without deduction for any and all present or future Taxes.
      If
      Borrower shall be required by law to deduct any Taxes from or in respect of
      any
      sum payable hereunder or under the Notes, (i) unless such Taxes are imposed
      as
      the result of a determination that an applicable Certificate of Exemption (as
      defined in Section
      1.13(c))
      did not
      entitle a Foreign Lender to an exemption from such Taxes at the time such
      Foreign Lender became a Lender hereunder, the sum payable shall be increased
      as
      much as shall be necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
Section
      1.13)
      the
      Administrative Agent or Lenders, as applicable, receive an amount equal to
      the
      sum they would have received had no such deductions been made, (ii) Borrower
      shall make such deductions, and (iii) Borrower shall pay the full amount
      deducted to the relevant taxing or other authority in accordance with applicable
      law. Within thirty (30) days after the date of any such payment of Taxes,
      Borrower shall furnish to the Administrative Agent the original or a certified
      copy of a receipt evidencing payment thereof. 

     

    (b)    Borrower
      shall indemnify and, within ten (10) days of demand therefor, pay the
      Administrative Agent and each Lender for the full amount of Taxes paid by the
      Administrative Agent or such Lender, as appropriate, with respect to payments
      received from Borrower hereunder and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto, whether or
      not
      such Taxes were correctly or legally asserted unless such Taxes are imposed
      as
      the result of a determination that establishes that an applicable Certificate
      of
      Exemption did not in fact entitle a Foreign Lender to an exemption from such
      Taxes at the time such Foreign Lender became a Lender hereunder.

     

    (c)    Each
      Person organized under the laws of a jurisdiction outside the United States
      (a
“Foreign
      Person”)
      as to
      which payments to be made under this Agreement or under the Notes are completely
      exempt from United States withholding tax under an applicable statute or tax
      treaty shall provide to Borrower and the Administrative Agent a properly
      completed and executed IRS Form W-8ECI or Form W-8BEN or other applicable form,
      certificate or document prescribed by the IRS or the United States certifying
      as
      to such Foreign Person’s entitlement to such complete exemption (a “Certificate
      of Exemption”).
      Any
      Foreign Person that seeks to become a Lender under this Agreement shall provide
      a Certificate of Exemption to Borrower and the Administrative Agent prior to
      becoming a Lender hereunder. No Foreign Person may become a Lender hereunder
      if
      such Foreign Person fails to deliver a Certificate of Exemption in advance
      of
      becoming a Lender.
      For the
      avoidance of doubt, (i) any Sale described in Section
      11.1(a)
      to a
      Foreign Person shall only become effective upon delivery by the party to whom
      such Sale is made to the Borrower and the Administrative Agent of a Certificate
      of Exemption, and (ii) any participant or SPV described in Section 11.1(e)
      shall
      not be entitled to any benefit under Section 1.13 unless such participant or
      SPV
      delivers to Borrower and the Administrative Agent a Certificate of Exemption.
      In
      addition, any Lender that is not a Foreign Person and that is a partnership
      or
      trust for U.S. federal income tax purposes shall not be entitled to any payment
      by Borrower pursuant to Section
      1.13(b)
      with
      respect to any Taxes paid by such Lender with respect to any Foreign Person
      that
      is a partner or owner of an interest in such Lender unless such Lender had
      obtained a Certificate of Exemption from such Foreign Person at the later of
      the
      times (i) such Lender became a Lender hereunder and (ii) such Foreign Person
      became a partner or owner of an interest in such Lender.

     

    
      
        
        

      

      
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    (d)    Each
      Lender agrees that, as promptly as practicable after it becomes aware of any
      circumstance that would result in any additional payment by Borrower pursuant
      to
Section
      1.13(a)
      or
(b),
      such
      Lender shall, to the extent not inconsistent with such Lender’s internal
      policies of general application use reasonable commercial efforts to mitigate
      any Taxes that would result in such payments by Borrower. If Borrower is
      required to pay additional amounts to or for the account of any Lender pursuant
      to this Section
      1.13,
      then
      such Lender, at the request of Borrower and at Borrower’s expense, will change
      the jurisdiction of its lending office if such change (i) will eliminate or
      reduce any such additional payment which may thereafter accrue and (ii) as
      determined by such Lender in its sole discretion, is not otherwise materially
      disadvantageous to such Lender, provided,
      that
      the mere existence of fees, charges, costs or expenses that such Borrower has
      offered and agreed to pay on behalf of a Lender shall not be deemed to be
      disadvantageous to such Lender.

     

    1.14   Capital
      Adequacy; Increased Costs; Illegality.

     

    (a)    If
      any
      law, treaty, governmental (or quasi-governmental) rule, regulation, guideline
      or
      order regarding capital adequacy, reserve requirements or similar requirements
      or compliance by any Lender with any request or directive regarding capital
      adequacy, reserve requirements or similar requirements (whether or not having
      the force of law), in each case, adopted after the Closing Date, from any
      central bank or other Governmental Authority increases or would have the effect
      of increasing the amount of capital, reserves or other funds required to be
      maintained by such Lender and thereby reducing the rate of return on such
      Lender’s capital as a consequence of its obligations hereunder, then Borrower
      shall from time to time upon demand by such Lender (with a copy of such demand
      to the Administrative Agent) pay to the Administrative Agent, for the account
      of
      such Lender, additional amounts sufficient to compensate such Lender for such
      reduction. A certificate as to the amount of that reduction and showing the
      basis of the computation thereof submitted by such Lender to Borrower and to
      the
      Administrative Agent shall be presumptive evidence of the matters set forth
      therein.

     

    (b)    If,
      due
      to either (i) the introduction of or any change in any law or regulation
      (or any change in the interpretation thereof) other than in respect of taxes
      (including income taxes) or (ii) the compliance with any guideline or
      request from any central bank or other non-tax Governmental Authority (whether
      or not having the force of law), in each case occurring after the Closing Date,
      there shall be any increase in the cost to any Lender of agreeing to make or
      making, funding or maintaining any Loan, then Borrower shall from time to time,
      upon demand by such Lender (with a copy of such demand to the Administrative
      Agent), pay to the Administrative Agent for the account of such Lender
      additional amounts sufficient to compensate such Lender for such increased
      cost.
      A certificate as to the amount of such increased cost, submitted to Borrower
      and
      to the Administrative Agent by such Lender, shall be presumptive evidence of
      the
      matters set forth therein. Each Lender agrees that, as promptly as practicable
      after it becomes aware of any circumstances referred to above which would result
      in any such increased cost, the affected Lender shall, to the extent not
      inconsistent with such Lender’s internal policies of general application, use
      reasonable commercial efforts to minimize costs and expenses incurred by it
      and
      payable to it by Borrower pursuant to this Section
      1.14(b).

     

    
      
        
        

      

      
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    (c)    Notwithstanding
      anything to the contrary contained herein, if the introduction of or any change
      in any law or regulation (or any change in the interpretation thereof) after
      the
      Closing Date shall make it unlawful, or any central bank or other Governmental
      Authority shall assert that it is unlawful, for any Lender to agree to make
      or
      to make or to continue to fund or maintain any LIBOR Loan, then, unless that
      Lender is able to make or to continue to fund or to maintain such LIBOR Loan
      at
      another branch or office of that Lender without, in that Lender’s reasonable
      opinion, materially and adversely affecting it or its Loans or the income
      obtained therefrom, on notice thereof and demand therefor by such Lender to
      Borrower through the Administrative Agent, (i) the obligation of such
      Lender to agree to make or to make or to continue to fund or maintain LIBOR
      Loans shall terminate and (ii) Borrower shall forthwith prepay in full all
      outstanding LIBOR Loans owing to such Lender, together with interest accrued
      thereon, unless
      Borrower, within five (5) Business Days after the delivery of such notice and
      demand, converts all LIBOR Loans into Index Rate Loans.

     

    (d)    Failure
      on the part of any Lender to demand compensation for any increased costs or
      reduction in amounts received or receivable or reduction in return on capital
      with respect to any period shall not constitute a waiver of such Lender’s right
      to demand compensation with respect to such period or any other period,
provided,
      that
      Borrower shall not be required to compensate a Lender pursuant to this
Section
      1.14
      for any
      increased costs or reductions incurred more than 270 days prior to the date
      that
      such Lender notifies Borrower of the circumstance giving rise to such increased
      costs or reductions and of such Lender’s intention to claim compensation
      therefor. 

     

    (e)    Within
      thirty (30) days after receipt by Borrower of written notice and demand from
      any
      Lender (an “Affected
      Lender”)
      for
      payment of additional amounts or increased costs as provided in Sections
      1.13(a), 1.13(b), 1.14(a) or 1.14(b),
      Borrower may, at its option, notify the Administrative Agent and such Affected
      Lender of its intention to replace the Affected Lender. So long as no Default
      or
      Event of Default has occurred and is continuing, Borrower, with the consent
      of
      the Administrative Agent, may obtain, at Borrower’s expense, a replacement
      Lender (“Replacement
      Lender”)
      for
      the Affected Lender, which Replacement Lender must be reasonably satisfactory
      to
      the Administrative Agent. If Borrower obtains a Replacement Lender within ninety
      (90) days following notice of its intention to do so, the Affected Lender must
      sell and assign its Loans and Commitments to such Replacement Lender for an
      amount equal to the principal balance of all Loans held by the Affected Lender
      and all accrued and unpaid interest and Fees with respect thereto through the
      date of such sale and such assignment shall not require the payment of an
      assignment fee to the Administrative Agent; provided,
      that
      Borrower shall have reimbursed such Affected Lender for the additional amounts
      or increased costs that it is entitled to receive under this Agreement through
      the date of such sale and assignment. Notwithstanding the foregoing, Borrower
      shall not have the right to obtain a Replacement Lender if the Affected Lender
      rescinds its demand for increased costs or additional amounts within fifteen
      (15) days following its receipt of Borrower’s notice of intention to replace
      such Affected Lender. Furthermore, if Borrower gives a notice of intention
      to
      replace and does not so replace such Affected Lender within ninety (90) days
      thereafter, Borrower’s rights under this Section
      1.14(e)
      shall
      terminate with respect to such Affected Lender and Borrower shall promptly
      pay
      all increased costs or additional amounts demanded by such Affected Lender
      pursuant to Sections
      1.13(a), 1.13(b), 1.14(a) or 1.14(b).

     

    
      
        
        

      

      
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    1.15   Regulation
      D Compensation.

     

    If
      and so
      long as a reserve requirement of the type referred to in clause
      (i)(B)
      below is
      prescribed by the Federal Reserve Board (or any successor), each Lender subject
      to such requirement may require Borrower to pay, contemporaneously with each
      payment of interest on each such Lender’s LIBOR Loans, additional interest on
      such LIBOR Loan at a rate per annum determined by such Lender up to but not
      exceeding the excess of (i) (A) the applicable LIBOR Rate divided by (B) a
      number equal to 1.0 minus
      the
      aggregate (but without duplication) of the rates (expressed as a decimal
      fraction) of reserve requirements in effect on the day that is two (2) LIBOR
      Business Days prior to the beginning of such LIBOR Period (including basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Federal Reserve Board or other Governmental Authority having jurisdiction with
      respect thereto, as now and from time to time in effect) for Eurocurrency
      funding (currently referred to as “Eurocurrency
      Liabilities”
in
      Regulation D of the Federal Reserve Board) that are required to be maintained
      by
      a member bank of the Federal Reserve System over (ii) the applicable LIBOR
      Rate.

     

    2. CONDITIONS
      PRECEDENT

     

    2.1    Conditions
      to Effectiveness of Section 6.7(e).

     

    The
      amendment and restatement set forth herein of Section 6.7(e) of the Existing
      Credit Agreement and
      the
      corresponding amendments to Annex A to add definitions for “GECAS Facilities”,
“Letter of Intent” and “U.S. Bank” reflected in this Agreement shall
become
      effective on the date on which each of the following conditions precedent is
      satisfied or provided for in a manner reasonably satisfactory to the
      Administrative Agent, or duly waived in writing in accordance with Section
      13.2:

     

    (a)    Credit
      Agreement.
      The
      Administrative Agent shall have received counterparts of this Agreement duly
      executed by each of Borrower, the other Credit Parties, the Administrative
      Agent
      and the Requisite Lenders or, with respect to the Requisite Lenders,
      Administrative Agent shall have received a separate written consent approving
      the above referenced amendment and restatement of Section 6.7(e) and the
      corresponding amendments to Annex A to add definitions for “GECAS Facilities”,
“Letter of Intent” and “U.S. Bank” reflected in this Agreement, or authorizing
      the Administrative Agent to enter into this Agreement on behalf of the Requisite
      Lenders.

     

    
      
        
        

      

      
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    (b)    Amex
      Consent.
      Amex
      shall have amended the Post-Petition Skymiles Facility Documents to permit
      the
      incurrence of the Liens permitted by Section 6.7(e) hereof.

     

    2.2    Conditions
      to Effectiveness Generally.

     

    Other
      than as provided in Section 2.1 hereof
      and the
      amendment and restatement set forth herein of (i) Section 1.3 of the
      Existing Credit Agreement, (ii) Section 1.5 of the Existing Credit Agreement
      and
      (iii) those provisions of the Existing Credit Agreement relating to Letters
      of
      Credit (including Annex B thereto), this Agreement shall become effective on
      the
      date (the “Effective
      Date”)
      on
      which each of the following conditions precedent is satisfied or provided for
      in
      a manner reasonably satisfactory to the Administrative Agent, or duly waived
      in
      writing in accordance with Section
      13.2:

     

    (a)    Credit
      Agreement.
      The
      Administrative Agent shall have received counterparts of this Agreement duly
      executed by each of Borrower, the other Credit Parties, the Administrative
      Agent
      and the Requisite Lenders or, with respect to the Requisite Lenders,
      Administrative Agent shall have received a separate written consent approving
      the above referenced amendment and restatement and authorizing the
      Administrative Agent to enter into this Agreement on behalf of the Requisite
      Lenders.

     

    (b)    Reaffirmation.
      The
      Administrative Agent shall have received reaffirmation of the Collateral
      Documents, duly executed and delivered by each Credit Party.

     

    (c)    Loan
      Documents.
      The
      Administrative Agent shall have received such documents, instruments and
      agreements listed on Annex
      D,
      and
      such other documents, instruments and agreements as the Administrative Agent
      shall request, in its discretion exercised reasonably in accordance with its
      customary business practices for comparable debtor in possession transactions,
      in connection with the transactions contemplated by this Agreement and the
      other
      Loan Documents, each in form and substance reasonably satisfactory to the
      Administrative Agent.

     

    (d)    Approvals.
      The
      Administrative Agent shall have received (i) satisfactory evidence that the
      Credit Parties have obtained all required consents and approvals of all Persons,
      including all requisite Governmental Authorities, to the execution and delivery
      of this Agreement and the other Loan Documents, (ii) satisfactory evidence
      that
      the Credit Parties have obtained all material governmental and third party
      approvals or waivers necessary in connection with the performance and
      consummation of this Agreement and the other Loan Documents and the continuing
      operations of Borrower and its Subsidiaries shall have been obtained and be
      in
      full force and effect, or (iii) an officer’s certificate in form and substance
      reasonably satisfactory to the Administrative Agent affirming that no such
      consents or approvals are required.
      

     

    (e)    Payment
      of Fees.
      Borrower shall have paid to the Administrative Agent and the Lenders, the Fees
      required to be paid on or prior to the Effective Date in the respective amounts
      specified in the Fee Letters, and shall have reimbursed the Administrative
      Agent
      and the Arrangers for all fees, costs and expenses of closing presented as
      of
      the Effective Date.

     

    
      
        
        

      

      
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    (f)    
No
      Material Adverse Effect.
      There
      has been no Material Adverse Effect since the date of Borrower’s Form 10-Q for
      the six-month period ended June 30, 2005 as updated by subsequent public filings
      prior to September 10, 2005.

     

    (g)    No
      Default.
      No
      Default or Event of Default under this Agreement or any other Loan Document
      shall have occurred and be continuing.

     

    (h)    Final
      Order.
      The
      Final Order shall be in full force and effect and shall not have been vacated,
      reversed, modified, amended or stayed without the prior written consent of
      the
      Administrative Agent, the Arrangers and the Requisite Lenders.

     

    2.3    Conditions
      to Effectiveness of Certain Other Provisions.

     

    (a)    The
      amendment and restatement set forth herein of Section 1.3 of the Existing Credit
      Agreement shall become effective on the date on which (x) each of the conditions
      in Section 2.2 shall have been satisfied and (y) the Administrative Agent shall
      have received counterparts of this Agreement duly executed by the Term A
      Lenders, the Term B Lenders and the Term C Lenders, or a separate written
      consent approving the above referenced amendment and restatement and authorizing
      the Administrative Agent to enter into this Agreement on behalf of the Term
      A
      Lenders, the Term B Lenders and Term C Lenders, respectively.

     

    (b)    The
      amendment and restatement set forth herein of (i) Section 1.5 of the Existing
      Credit Agreement to the extent that it purports to reduce the Applicable Term
      A
      Index Margin or the Applicable Term A LIBOR Margin and (ii) those provisions
      of
      the Existing Credit Agreement relating to Letters of Credit (including Annex
      B
      thereto) shall not be effective until the date on which (x) each of the
      conditions in Section 2.2 shall have been satisfied and (y) the Administrative
      Agent shall have received counterparts of this Agreement duly executed by the
      Term A Lenders or a separate written consent approving the above referenced
      amendment and restatement and authorizing the Administrative Agent to enter
      into
      this Agreement on behalf of the Term A Lenders.

     

    (c)    The
      amendment and restatement set forth herein of Section 1.5 of the Existing Credit
      Agreement to the extent that it purports to reduce the Applicable Term B Index
      Margin or the Applicable Term B LIBOR Margin shall not be effective until the
      date on which (x) each of the conditions in Section 2.2 shall have been
      satisfied and (y) the Administrative Agent shall have received counterparts
      of
      this Agreement duly executed by the Term B Lenders or a separate written consent
      approving the above referenced amendment and restatement and authorizing the
      Administrative Agent to enter into this Agreement on behalf of the Term B
      Lenders.

     

    (d)    The
      amendment and restatement set forth herein of Section 1.5 of the Existing Credit
      Agreement to the extent that it purports to reduce the Applicable Term C Index
      Margin or the Applicable Term C LIBOR Margin shall not be effective until the
      date on which (x) each of the conditions in Section 2.1 shall have been
      satisfied and (y) the Administrative Agent shall have received counterparts
      of
      this Agreement duly executed by the Term C Lenders or a separate written consent
      approving the above referenced amendment and restatement and authorizing the
      Administrative Agent to enter into this Agreement on behalf of the Term C
      Lenders.

     

    
      
        
        

      

      
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    3. REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Lenders and the Administrative Agent to enter into this Agreement, the
      Credit Parties executing this Agreement, jointly and severally, make the
      following representations and warranties to the Administrative Agent and each
      Lender with respect to all Credit Parties, each and all of which shall survive
      the execution and delivery of this Agreement.

     

    3.1    Corporate
      Existence; Compliance with Law.

     

    Each
      Credit Party (a) is a corporation, limited liability company or limited
      partnership duly organized, validly existing and in good standing under the
      laws
      of its respective jurisdiction of incorporation or organization set forth in
      Disclosure
      Schedule 3.1;
      (b) is
      duly qualified to conduct business and is in good standing in each other
      jurisdiction where its ownership or lease of property or the conduct of its
      business requires such qualification, except where the failure to be so
      qualified would not result in losses or liabilities which could reasonably
      be
      expected to have a Material Adverse Effect; (c) has the requisite power and
      authority to own, pledge, mortgage or otherwise encumber and operate its
      properties, to lease the property it operates under lease and to conduct its
      business as now conducted or proposed to be conducted; (d) subject to specific
      representations regarding Environmental Laws, has all licenses, permits,
      consents or approvals from or by, and has made all filings with, and has given
      all notices to, all Governmental Authorities having jurisdiction, to the extent
      required for such ownership, operation and conduct, except where the failure
      to
      do so would not result in losses or liabilities which could reasonably be
      expected to have a Material Adverse Effect; (e) is in compliance with its
      charter and bylaws or partnership or operating agreement, as applicable; and
      (f)
      subject to specific representations set forth herein regarding ERISA,
      Environmental Laws, tax and other laws, is in compliance with all applicable
      provisions of law, except to the extent permitted by Bankruptcy Code or where
      the failure to comply, individually or in the aggregate, could not reasonably
      be
      expected to have a Material Adverse Effect.

     

    3.2    Executive
      Offices, Collateral Locations, FEIN.

     

    As
      of the
      Closing Date, each Credit Party’s name as it appears in official filings in its
      state of incorporation or organization, state of incorporation or organization,
      organization type, organization number, if any, issued by its state of
      incorporation or organization, and the location as of the Closing Date of each
      Credit Party’s chief executive office, principal place of business and location
      and the hangars, terminals, maintenance facilities, warehouses and premises
      at
      which any Collateral is located as of the Closing Date are set forth in
Disclosure
      Schedule 3.2,
      and
      none of such Collateral has been kept at any location other than the locations
      listed on Disclosure
      Schedule 3.2
      within
      four (4) months preceding the Closing Date (or since its acquisition if less
      than four (4) months prior to the Closing Date). In addition, Disclosure
      Schedule 3.2
      lists
      the federal employer identification number of each Credit Party as of the
      Closing Date. Each Credit Party has only one jurisdiction of existence,
      incorporation or organization, as applicable.

     

    
      
        
        

      

      
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    3.3    Corporate
      Power, Authorization, Enforceable Obligations.

     

    Upon
      the
      entry by the Bankruptcy Court of the Final Order, the execution, delivery and
      performance by each Credit Party of the Loan Documents to which it is a party
      and the creation of all Liens provided for therein: (a) are within such Person’s
      power; (b) have been duly authorized by all necessary corporate, limited
      liability company or limited partnership action; (c) do not contravene any
      provision of such Person’s charter, bylaws or partnership or operating agreement
      as applicable; (d) do not violate any law or regulation, or any order or decree
      of any court or Governmental Authority; (e) do not conflict with or result
      in the breach or termination of, constitute a default under or accelerate or
      permit the acceleration of any performance required by, any material lease,
      material agreement or other material instrument entered into or assumed by
      such
      Person after the commencement of the Cases to which such Person is a party
      or by
      which such Person or any of its property is bound; (f) do not result in the
      creation or imposition of any Lien upon any of the property of such Person
      other
      than those in favor of the Administrative Agent for the benefit of the Secured
      Parties, pursuant to the Loan Documents and the Final Order; and (g) do not
      require the consent or approval of any Governmental Authority or any other
      Person, except (i) those referred to in Section
      2.2(d),
      all of
      which will have been duly obtained, made or complied with prior to the Closing
      Date and (ii) any consents, notices or approvals pursuant to the Federal
      Assignment of Claims Act of 1940 or any applicable state, county or municipal
      law restricting the assignment of any Accounts for which the Account Debtor
      is
      the United States government or a political subdivision thereof or any state,
      county or municipality or department, agency or instrumentality thereof. Each
      of
      the Loan Documents shall be duly executed and delivered by each Credit Party
      that is a party thereto and each such Loan Document shall constitute a legal,
      valid and binding obligation of such Credit Party enforceable against it in
      accordance with its terms.

     

    3.4    Financial
      Statements and Projections.

     

    Except
      for the Projections, all Financial Statements concerning Borrower
      and its Subsidiaries that are referred to below have been prepared in accordance
      with GAAP consistently applied throughout the periods covered (except as
      disclosed therein and except, with respect to unaudited Financial Statements,
      for the absence of footnotes and normal year-end audit adjustments) and present
      fairly in all material respects the consolidated financial position of Borrower
      and its Subsidiaries as at the dates thereof and the consolidated results of
      their operations and cash flows for the periods then ended.

     

    (a)    Financial
      Statements.
      The
      following Financial Statements attached hereto as Disclosure
      Schedule 3.4(a)
      have
      been delivered on the date hereof:

     

    (i)    The
      audited consolidated balance sheet at December 31, 2004 of Borrower and its
      Subsidiaries and the related consolidated statements of operations, cash flows
      and shareowners’ (deficit) equity for the Fiscal Year then ended, reported on by
      Deloitte Touche LLP.

     

    
      
        
        

      

      
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    (ii)    The
      unaudited consolidated balance sheet at June 30, 2005 of Borrower and its
      Subsidiaries and the related consolidated statements of operations and cash
      flows for the six (6) months then ended.

     

    (b)    Projections.
      The
      Projections delivered to Lenders prior to the date hereof have been prepared
      by
      Borrower and reflect projections for the period beginning on August 1, 2005
      on a
      month-by-month basis through December 31, 2007. The Projections are based upon
      the same accounting principles (other than adjustments related to the impact
      of
      the Cases) as those used in the preparation of the financial statements
      described above and are based on assumptions believed by Borrower to be
      reasonable at the time such Projections were delivered in light of conditions
      and facts known to Borrower as of the date thereof (it being understood that
      projections by their nature are inherently uncertain, the Projections are not
      a
      guaranty of future performance, and actual results may differ materially from
      the Projections).

     

    3.5    Material
      Adverse Effect; Burdensome Restrictions; Default.

     

    Since
      the
      date of Borrower’s Form 10-Q for the six-month period ended June 30, 2005 as
      updated by subsequent public filings prior to September 10, 2005, (a) no Credit
      Party has incurred any obligations, contingent or noncontingent liabilities,
      liabilities for Charges, long-term leases or unusual forward or long-term
      commitments that are not reflected in the Projections delivered to Lenders
      prior
      to the date hereof and that, alone or in the aggregate, could reasonably be
      expected to have a Material Adverse Effect, (b) no contract, lease or other
      agreement or instrument has been entered into by any Credit Party or has become
      binding upon any Credit Party’s assets and no law or regulation applicable to
      any Credit Party has been adopted that has or could reasonably be expected
      to
      have a Material Adverse Effect, and (c) no Credit Party is in default and to
      the
      best of Borrower’s knowledge no third party is in default under any material
      contract, lease or other agreement or instrument, that alone or in the aggregate
      could reasonably be expected to have a Material Adverse Effect. Since the date
      of Borrower’s Form 10-Q for the six-month period ended June 30, 2005 as updated
      by subsequent public filings prior to September 10, 2005, no event has occurred,
      that alone or together with other events, could reasonably be expected to have
      a
      Material Adverse Effect.

     

    3.6    Ownership
      of Property; Real Estate; Liens.

     

    (a)    Each
      Credit Party warrants that it has good, marketable, legal and valid title to,
      or
      legal and valid leasehold interests in, all of its personal property
      constituting Collateral. 

     

    (b)    As
      of the
      Closing Date, the real estate listed in Part 1 of Disclosure
      Schedule 3.6
      (“Owned
      Real Estate”)
      constitutes substantially all of the real property owned by any Credit Party.
      As
      of the Closing Date, Borrower reasonably believes the leases and other
      agreements listed in Part 2 of Disclosure
      Schedule 3.6
      constitute all of the Material Real Estate Contracts. Each Credit Party owns
      good and marketable fee simple title to all of its Owned Real Estate. As of
      the
      Closing Date, Borrower has valid and enforceable leasehold interests in all
      of
      its material leased real estate, excluding any leased real estate that is
      occupied on a month to month or “at
      will”
basis
      (such material leased real estate of the Credit Parties, together with the
      Owned
      Real Estate, being herein collectively referred to as “Real
      Estate”).
      As of
      the Closing Date, there are no purchase options, rights of first refusal or
      similar contractual rights that exist with respect to the Owned Real Estate,
      except as disclosed in Part 1 of Disclosure
      Schedule 3.6.
      As of
      the Closing Date, true, correct and complete copies of all Material Real Estate
      Contracts and leases, usufructs, use agreements or other occupancy or facility
      agreements affecting the Owned Real Estate have been delivered to the
      Administrative Agent. Part 3 of Disclosure
      Schedule 3.6
      describes all of the leases, usufructs, use agreements or other occupancy or
      facility agreements by a Credit Party for any Owned Real Estate with respect
      to
      which such Credit Party is a landlord as of the Closing Date. As of the Closing
      Date, none of the properties and assets of any Credit Party are subject to
      any
      Liens other than Permitted Encumbrances and other Liens permitted by
Section
      6.7.
      As of
      the Closing Date, no portion of any Credit Party’s Owned Real Estate has
      suffered any material damage by fire or other casualty loss since September
      10,
      2005 that has not heretofore been repaired and restored in all material respects
      to its original condition or otherwise remedied. As of the Closing Date,
      Borrower reasonably believes all material permits required to have been issued
      or appropriate to enable the Owned Real Estate to be lawfully occupied and
      used
      for all of the purposes for which it is currently occupied and used have been
      lawfully issued and are in full force and effect. Since November 30, 2004,
      there
      have been no changes or improvements to the Owned Real Estate that would require
      a change in any Credit Party’s current certificates of occupancy.

     

    
      
        
        

      

      
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    (c)    [Reserved.]

     

    (d)    As
      of the
      Closing Date, each Credit Party that is party to the Spare Parts Mortgage has
      established and is maintaining reasonable safeguards against theft of the Spare
      Parts and the Spare Parts are located at the Designated Spare Parts Location,
      except to the extent permitted under the Spare Parts Mortgage.

     

    3.7    Labor
      Matters.

     

    Except
      as
      set forth on Disclosure
      Schedule 3.7:
      (a) no
      strikes
      are
      pending against any Credit Party (i) in the United States
      and (ii)
      outside of the United States, except
      those that, in the aggregate, would not reasonably be expected to have a
      Material Adverse Effect on the operations of such Credit Party; (b)
      no
      other material labor disputes against
      any Credit Party are pending
      or, to
      any Credit Party’s knowledge, threatened,
      except
      those that, in the aggregate, would not reasonably be expected to have a
      Material Adverse Effect;
      (c)
      hours worked by and payment made to employees of each Credit Party to such
      Credit Party’s knowledge, comply with the Fair Labor Standards Act and
      each
      other federal, state, local or foreign law applicable to such
      matters
      except
      to the extent that non-compliance could not reasonably be expected to have
      a
      Material Adverse Effect;
      (d) as
      of the Closing
      Date,
      no
      Credit Party is a party to or bound by any domestic collective bargaining
      agreement (and
      true
      and complete copies of any agreements
      described on Disclosure
      Schedule 3.7
      have
      been delivered to the Administrative Agent); (e)
      there
is
      no
      organizing activity involving any Credit Party pending or, to any Credit Party’s
      knowledge, threatened by any labor union or group of employees, except those
      that, in the aggregate, would not reasonably be expected to have a Material
      Adverse Effect; (f) there are
      no
      representation proceedings pending or, to any
      Credit Party’s knowledge,
      threatened with the National Mediation
      Board,
      and no labor organization or group of employees of any Credit Party has made
      a
      pending demand for recognition,
      except
      those that, in the aggregate, would not reasonably be expected to have a
      Material Adverse Effect; and (g) there are no material complaints or charges
      against any Credit Party pending or, to any Credit Party’s knowledge, threatened
      to be filed with any Governmental Authority or arbitrator based on, arising
      out
      of, in connection with, or otherwise relating to the employment or termination
      of employment by any Credit Party of any individual,
      except
      those that, in the aggregate, would not reasonably be expected to have a
      Material Adverse Effect.

     

    
      
        
        

      

      
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    3.8    Ventures,
      Subsidiaries and Affiliates; Outstanding Stock and
      Indebtedness.

     

    Except
      as
      set forth in Disclosure
      Schedule 3.8,
      as of
      the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint
      venture or partnership with any other Person, or is an Affiliate of any other
      Person. As of the Closing Date, all of the issued and outstanding Stock of
      each
      Credit Party is owned by each of the Stockholders and in the amounts set forth
      in Disclosure
      Schedule 3.8.
      Except
      as set forth in Disclosure
      Schedule 3.8,
      as of
      the Closing Date, there are no outstanding rights to purchase, options, warrants
      or similar rights or agreements pursuant to which any Credit Party may be
      required to issue, sell, repurchase or redeem any of its Stock or other equity
      securities or any Stock or other equity securities of its Subsidiaries. All
      outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party as
      of
      the Closing Date (except for the Obligations) is described in Section
      6.3
      (including Disclosure
      Schedule 6.3).
      

     

    3.9    Government
      Regulation.

     

    No
      Credit
      Party is required to register as an “investment
      company”
as
      such
      term is defined in the Investment Company Act of 1940. No Credit Party is
      subject to regulation under the Public Utility Holding Company Act of 1935
      that
      restricts or limits its ability to incur Indebtedness or to perform its
      obligations hereunder. The making of the Loans by Lenders to Borrower, the
      issuance of any Letter of Credit on behalf of Borrower, the application of
      the
      proceeds thereof and repayment thereof will not violate any provision of any
      such statute or any rule, regulation or order issued by the Securities and
      Exchange Commission.

     

    3.10   Margin
      Regulations.

     

    No
      Credit
      Party is engaged, nor will it engage, principally or as one of its important
      activities, in the business of extending credit for the purpose of “purchasing”
or
      “carrying”
any
      “margin
      stock”
as
      such
      terms are defined in Regulation U of the Federal Reserve Board as now and from
      time to time hereafter in effect (such securities being referred to herein
      as
“Margin
      Stock”).
      None
      of the proceeds of the Loans or other extensions of credit under this Agreement
      will be used, directly or indirectly, for the purpose of purchasing or carrying
      any Margin Stock, for the purpose of reducing or retiring any Indebtedness
      that
      was originally incurred to purchase or carry any Margin Stock or for any other
      purpose that might cause any of the Loans or other extensions of credit under
      this Agreement to be considered a “purpose
      credit”
within
      the meaning of Regulations T, U or X of the Federal Reserve Board.

     

    3.11   Taxes.

     

    Except
      as
      provided on Disclosure
      Schedule 3.11,
      (and
      except as otherwise permitted by the Bankruptcy Court and the Bankruptcy Code)
      all Federal and other material tax returns, reports and statements, including
      information returns, required by any Governmental Authority to be filed by any
      Credit Party have been filed with the appropriate Governmental Authority, all
      such returns, reports and statements are true and correct in all material
      respects and, subject to the automatic stay, all Charges shown to be due and
      payable on such returns, reports and statements have been or will be timely
      paid
      prior to the date on which any fine, penalty, interest or late charge may be
      added thereto for nonpayment thereof, excluding Charges or other amounts being
      contested in accordance with Section
      5.2(b)
      and
      unless the failure to so file or pay would not be reasonably expected to result
      in a Material Adverse Effect. Proper and accurate amounts have been withheld
      by
      each Credit Party from amounts paid to its respective employees for all periods
      in full and complete compliance in all material respects with all applicable
      federal, state, local and foreign laws and such withholdings have been or will
      be timely paid, subject to the automatic stay, to the respective Governmental
      Authorities. Except as provided on Disclosure
      Schedule 3.11,
      to each
      Credit Party’s knowledge, as of the Closing Date, none of the Credit Parties and
      their respective predecessors are liable for any Charges: (a) under any
      agreement (including any tax sharing agreements) or (b) as a transferee. As
      of
      the Closing Date, no Credit Party has agreed or been requested to make any
      adjustment under IRC Section 481(a), by reason of a change in accounting method
      or otherwise, which would reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    3.12   ERISA.

     

    (a)    Disclosure
      Schedule 3.12(a)
      lists as
      of the Closing Date, all Pension Plans, including Title IV Plans, Multiemployer
      Plans, ESOPs and all Retiree Welfare Plans. Copies of all such listed Plans,
      together with a copy of the latest form IRS/DOL 5500-series for each such Plan
      have been delivered to the Administrative Agent. Except with respect to
      Multiemployer Plans, each Qualified Plan has been determined by the IRS to
      qualify under Section 401 of the IRC, the trusts created thereunder have been
      determined to be exempt from tax under the provisions of Section 501 of the
      IRC
      and to the knowledge of any Credit Party, nothing has occurred that would cause
      the loss of such qualification or tax-exempt status. To the knowledge of any
      Credit Party and except for non-compliance to the extent permitted under the
      Bankruptcy Code, each Plan is in compliance in all material respects with the
      applicable provisions of ERISA and the IRC. Each Credit Party and all ERISA
      Affiliates have made all material contributions and paid all material amounts
      due as required by either Section 412 of the IRC or Section 302 of ERISA prior
      to the date of commencement of the Cases.

     

    (b)    Except
      as
      set forth in Disclosure
      Schedule 3.12(b)
      or which
      would reasonably be expected not to have a Material Adverse Effect, as of the
      Closing Date (i) no Title IV Plan has any material Unfunded Pension Liability;
      (ii) other than the Cases, no ERISA Event or event described in Section 4062(e)
      of ERISA with respect to any Title IV Plan has occurred or is reasonably
      expected to occur; (iii) there are no pending, or to the knowledge of any Credit
      Party, threatened material claims (other than claims for benefits in the normal
      course), sanctions, actions or lawsuits, asserted or instituted against any
      Plan
      or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party or
      ERISA
      Affiliate has incurred or reasonably expects to incur any material liability
      as
      a result of a complete or partial withdrawal from a Multiemployer Plan; (v)
      within the last five years no Title IV Plan of any Credit Party or ERISA
      Affiliate has been terminated pursuant to a “standard
      termination”
as
      that
      term is used in Section 4041 of ERISA, nor has any Title IV Plan of any Credit
      Party or ERISA Affiliate (determined at any time within the past five years)
      with material Unfunded Pension Liabilities been transferred outside of the
      “controlled
      group”
(within
      the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or ERISA
      Affiliate; and (vi) except in the case of any ESOP, Stock of all Credit
      Parties and their ERISA Affiliates makes up, in the aggregate, no more than
      10%
      of the fair market value of the assets of any Plan measured on the basis of
      fair
      market value as of the latest valuation date of any Plan.

     

    
      
        
        

      

      
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    3.13   No
      Litigation. 

     

    Other
      than the Cases, no unstayed action, claim, lawsuit, demand, investigation or
      proceeding is now pending or, to the knowledge of any officer of such Credit
      Party, threatened against any Credit Party, before any Governmental Authority
      or
      before any arbitrator or panel of arbitrators (collectively, “Litigation”)
      that,
      individually or in the aggregate, (a) challenges any Credit Party’s right
      or power to enter into or perform any of its obligations under the Loan
      Documents to which it is a party, or the validity or enforceability of any
      Loan
      Document or any action taken thereunder or (b) could reasonably be expected
      to
      have a Material Adverse Effect.

     

    3.14   Intellectual
      Property.

     

    Each
      Credit Party owns or has rights to use all Intellectual Property necessary
      to
      continue to conduct its business as now conducted by it or presently proposed
      to
      be conducted by it, and each U.S. registered Patent, U.S. registered Trademark,
      U.S. registered Copyright and U.S. License in effect on the Closing Date is
      listed, together with application or registration numbers, as applicable, in
      Disclosure
      Schedule 3.14.
      To the
      knowledge of any Credit Party, each Credit Party conducts its business and
      affairs without infringement of or interference with any Intellectual Property
      of any other Person in any material respect and no material claim or litigation
      regarding any of the foregoing is pending or threatened. Except as set forth
      in
Disclosure
      Schedule 3.14,
      as of
      the Closing Date, no Credit Party is aware of any infringement claim by any
      other Person with respect to any material Intellectual Property. 

     

    3.15   Full
      Disclosure.

     

    No
      information contained in this Agreement, any of the other Loan Documents,
      Financial Statements or Collateral Reports or other written reports from time
      to
      time prepared by any Credit Party and delivered hereunder or any written
      statement prepared by any Credit Party and furnished by or on behalf of any
      Credit Party to the Administrative Agent or Lender pursuant to the terms of
      this
      Agreement (other than any Projections) contains or will contain, when taken
      as a
      whole, any untrue statement of a material fact or omits or will omit to state
      a
      material fact necessary to make the statements contained herein or therein
      not
      misleading in light of the circumstances under which they were made and as
      of
      the date when made. Projections from time to time delivered hereunder are or
      will be based upon the estimates and assumptions stated therein, all of which
      Borrower believed at the time of delivery to be reasonable in light of the
      conditions and facts known to Borrower as of such delivery date (it being
      understood that projections by their nature are inherently uncertain, such
      Projections are not a guaranty of future performance and actual results may
      differ materially from those set forth in such Projections). 

     

    
      
        
        

      

      
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    3.16   Environmental
      Matters.

     

    (a)    Except
      as
      set forth in Disclosure
      Schedule 3.16
      or for
      any matter for which notice has been given under Section
      5.7,
      and
      except for any matter that would not reasonably be expected to result in any
      Credit Party incurring Environmental Liabilities in excess of $500,000
      individually or $2,500,000 in the aggregate in a Fiscal Year, as of the Closing
      Date: (i) the Owned Real Estate is free of contamination from any Hazardous
      Material; (ii) no Credit Party has caused or suffered to occur any material
      Release of Hazardous Materials on, at, in, under, above, to, from or about
      any
      of its Real Estate; (iii) the Credit Parties are and have been in compliance
      with all Environmental Laws; (iv) the Credit Parties have obtained, and are
      in
      compliance with, all Environmental Permits required by Environmental Laws for
      the operations of their respective businesses as presently conducted or as
      proposed to be conducted, which compliance includes obtaining, maintaining
      and
      complying with required Environmental Permits and all such Environmental Permits
      are valid, uncontested and in good standing; (v) no Credit Party knows of any
      existing circumstances or conditions, including any Releases of Hazardous
      Materials, which is likely to result in an Environmental Liability; (vi) there
      is no unstayed Litigation arising under or related to any Environmental Laws,
      Environmental Permits or Hazardous Material that seeks damages, penalties,
      fines, costs or expenses or injunctive relief against, or that alleges criminal
      misconduct by, any Credit Party; (vii) no notice has been received by any Credit
      Party identifying it as a “potentially
      responsible party”
or
      requesting information under CERCLA or analogous state statutes; and (viii)
      the
      Credit Parties have provided to the Administrative Agent copies of all existing
      environmental reports, reviews and audits in their possession, custody or
      control relating to the Owned Real Estate and material written information
      pertaining to any Environmental Liabilities of any Credit Party. 

     

    (b)    Each
      Credit Party hereby acknowledges and agrees that the Administrative Agent (i)
      is
      not now, and has not ever been, in control of any of the Real Estate or any
      Credit Party’s affairs, and (ii) does not have the capacity through the
      provisions of the Loan Documents or otherwise to influence any Credit Party’s
      conduct with respect to the ownership, operation or management of any of its
      Real Estate or compliance with Environmental Laws or Environmental Permits.
      

     

    (c)    None
      of
      the items set forth on Disclosure
      Schedule 3.16
      either
      individually or in the aggregate would be reasonably likely to have a Material
      Adverse Effect.

     

    3.17   Insurance.

     

    Part
      1 of
Disclosure
      Schedule 3.17
      lists
      all insurance policies of any nature maintained, as of the Closing Date, for
      current occurrences by each Credit Party, as well as a summary of the scope
      and
      term of each such policy. Part 2 of Disclosure
      Schedule 3.17
      identifies those insurance policies which relate to the Collateral.

     

    3.18   Use
      of
      Proceeds.

     

    The
      proceeds of the Loans and the Letters of Credit are being used by Borrower
      for
      general corporate purposes of the Credit Parties.

     

    
      
        
        

      

      
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    3.19   Deposit.

     

    Disclosure
      Schedule 3.19
      lists,
      as of the Closing Date, all banks and other financial institutions at which
      any
      Credit Party maintains deposit or other accounts in the United States, and
      such
      Schedule correctly identifies the name, address and telephone number of each
      depository, the name in which the account is held and the complete account
      number therefor.

     

    3.20   Trade
      Relations.

     

    As
      of the
      Closing Date and except as set forth in Disclosure
      Schedule 3.20
      or
      resulting directly from the commencement of the Cases, there exists no actual
      or, to the knowledge of any Credit Party, threatened termination or cancellation
      of, or any material adverse modification or change in the business relationship
      (including, without limitation, any code sharing arrangements) of any Credit
      Party with any service provider or supplier whose services during the preceding
      twelve (12) months caused them to be ranked among the ten largest service
      providers or suppliers of the Credit Parties taken as a whole.

     

    3.21   Compliance
      With Industry Standards.

     

    Borrower
      maintains its Books and Records, Aircraft, Engines, Spare Parts and other assets
      and properties that are used in the conduct of its business in compliance in
      all
      material respects with applicable law, including but not limited to all rules,
      regulations and standards of the FAA or any other applicable Aviation
      Authority.

     

    3.22   Post-Petition
      Skymiles Facility.

     

    All
      of
      the Post-Petition Skymiles Facility Documents have been provided to the
      Administrative Agent on or prior to the Closing Date and contain all of the
      material terms related to the Advance Payment arrangements described therein
      as
      of the Closing Date, other than terms relating generally to Amex’s purchase of
      Skymiles from Delta set forth in the American Express Co-Branded Credit Card
      Program Agreement and the Membership Rewards Agreement, each as amended and
      supplemented from time to time, that do not relate to the Advance Payments
      (as
      defined in the Post-Petition Skymiles Facility Documents).

     

    3.23   Secured,
      Super-Priority Obligations.

     

    (a)    On
      and
      after the Closing Date, the provisions of the Loan Documents and the Final
      Order
      are effective to create in favor of the Administrative Agent, for the benefit
      of
      the Secured Parties, legal, valid and perfected Liens on and security interests
      (having the priority provided for herein and in the Final Order) in all right,
      title and interest in the Collateral, enforceable against each Credit Party
      that
      owns an interest in such Collateral.

     

    (b)    Pursuant
      to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Final Order,
      all
      amounts owing by the Borrower under the Loan and by the Guarantors in respect
      thereof will be secured by a first priority perfected Lien on the Collateral,
      subject only to (i) the Liens of the Skymiles Agent in the Skymiles
      Collateral pursuant to an order of the Bankruptcy Court in form and substance
      satisfactory to the Administrative Agent, (ii) valid, perfected, nonavoidable
      and enforceable Liens existing as of the Petition Date, (iii) valid liens in
      existence at the commencement of the Cases to the extent perfected subsequent
      to
      such commencement as permitted by Section 546(b) of the Code (iv) the Carve-Out
      and (v) Permitted Liens permitted pursuant to Section
      6.7(a),
      (c),
      (e),
      (f),
      (i),
      (j)
      (subject, in the case of Amex, to the Skymiles Intercreditor Agreement),
(n),
      (o),
      (q),
      (r)
      or
(s).

     

    
      
        
        

      

      
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    (c)    Pursuant
      to section 364(c)(i) of the Bankruptcy Code and the Final Order, all obligations
      of the Borrower and the obligations of the Guarantors under the Guaranty in
      respect thereof at all times will constitute allowed Super-Priority Claim in
      each of the Cases having priority over all administrative expenses of the kind
      specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only
      to
      the Carve-Out.

     

    (d)    The
      Final
      Order and the transactions contemplated hereby and thereby, are in full force
      and effect and have not been vacated, reversed, modified, amended or stayed
      in
      any manner that affects the rights or duties of the Administrative Agent, the
      Arrangers or the Lenders, in each case, without the prior written consent of
      the
      Administrative Agent.

     

    3.24   Certificated
      Air Carrier.

     

    Each
      Air
      Carrier is a Certificated Air Carrier and possesses all necessary certificates,
      franchises, licenses, permits, rights, designations, authorizations, exemptions,
      concessions and consents which are material to the operation of the routes
      flown
      by it and the conduct of its business and operations as currently conducted
      (the
“Permits”).
      Neither the DOT nor FAA nor any other Aviation Authority has taken any action
      or
      proposed or, to such Air Carrier’s knowledge, threatened to take any action, to
      amend, modify, suspend, revoke, terminate, cancel, or otherwise affect such
      Permits and Op Specs, in each case, in an adverse manner. 

     

    3.25   U.S.
      Citizen.

     

    Each
      Air
      Carrier is a “citizen
      of the United States”
as
      defined in Section 40102(a)(15) of Title 49.

     

    3.26   Spare
      Parts.

     

    Set
      forth
      on Disclosure
      Schedule 3.26,
      is a
      true, correct and complete list of each Designated Spare Parts Location as
      of
      the Closing Date.

     

    3.27   Aircraft;
      Engines.

     

    Set
      forth
      on Disclosure
      Schedule 3.27
      is a
      true, correct and complete list of Eligible Aircraft and Eligible Engines as
      of
      the Closing Date.

     

    3.28   Slots,
      Primary Gates and Routes.

     

    (a)    Set
      forth
      on Disclosure
      Schedule 3.28
      is a
      complete and accurate list, as of the Closing Date, of all Primary Slots and
      Primary Routes of the Credit Parties, except those that are licensed for less
      than one (1) IATA season.
      Such
Disclosure
      Schedule 3.28
      shall be
      revised from time to time by Borrower, or as reasonably requested by the
      Administrative Agent, to reflect all Primary Slots and Primary Routes of such
      Credit Parties. Each such Credit Party, if applicable, represents and warrants
      that it holds each of the FAA Slots pursuant to authority granted by the FAA
      pursuant to Title 14 of the United States Code.

     

    
      
        
        

      

      
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    (b)    As
      of the
      Closing Date, the Credit Parties are utilizing, or causing to be utilized,
      in
      all material respects, the Slots, Primary Gates and Routes as required by the
      applicable Governmental Authority, Airport Authority or Foreign Aviation
      Authority. As of the Closing Date, except as disclosed in Borrower’s Form 10-K
      for the Fiscal Year ended December 31, 2004, none of the Credit Parties has
      received any notice from any Governmental Authority, Airport Authority or
      Foreign Aviation Authority or is aware of any other event or circumstance,
      that
      would be reasonably likely to impair its right to hold and use Primary Gates,
      Slots and Routes in any material respect, except that which would not reasonably
      be expected to result in a Material Adverse Effect.

     

    4. FINANCIAL
      STATEMENTS AND INFORMATION

     

    4.1    Reports
      and Notices.

     

    (a)    Borrower
      hereby agrees that from and after the Closing Date and until the Termination
      Date, it shall deliver to the Administrative Agent and Lenders, as required,
      the
      Financial Statements, notices, Projections and other information at the times,
      to the Persons and in the manner set forth in Annex
      E.

     

    (b)    Borrower
      hereby agrees that from and after the Closing Date and until the Termination
      Date, it shall deliver to the Administrative Agent and Lenders, as required,
      the
      various Collateral Reports (including Borrowing Base Certificates in the form
      of
Exhibit
      4.1(b))
      at the
      times, to the Persons and in the manner set forth in Annex
      F.

     

    4.2    Communication
      with Accountants.

     

    Each
      Credit Party executing this Agreement authorizes (a) the Administrative Agent
      and (b) so long as an Event of Default has occurred and is continuing, each
      Lender, to communicate, with prior notice to Borrower and Borrower’s opportunity
      to be present, directly with its independent registered public accountants
      and
      authorizes and shall instruct those accountants to communicate to the
      Administrative Agent and such Lender, with notice to Borrower, information
      relating to any Credit Party with respect to the business, results of operations
      and financial condition of any Credit Party as the Administrative Agent or
      such
      Lender shall reasonably request.

     

    5. AFFIRMATIVE
      COVENANTS

     

    Each
      Credit Party agrees that from and after the Closing Date and until the
      Termination Date:

     

    5.1    Maintenance
      of Existence and Conduct of Business.

     

    Except
      as
      otherwise required by the Bankruptcy Code, each
      Credit Party shall (a) except
      as otherwise permitted by Section
      6.1
      or
Section
      6.8,
      do or
      cause to be done all things necessary to preserve and keep in full force and
      effect its legal existence, all rights, permits, licenses, approvals and
      privileges (including all Permits) necessary in the conduct of its business,
      and
      its material rights and franchises entered into or assumed after the
      commencement of the Cases, and; (b) at all times maintain, preserve and protect
      all of its assets and properties (including all Collateral) used or useful
      and
      necessary in the conduct of its business, and keep the same in good repair,
      working order and condition in all material respects (taking into consideration
      ordinary wear and tear) and from time to time make, or cause to be made, all
      necessary or appropriate repairs, replacements and improvements thereto
      consistent with industry practices except as otherwise permitted in the
      applicable Loan Documents; and (c) except where failure to do so could not
      reasonably be expected to have a Material Adverse Effect, transact business
      only
      in such corporate and trade names as are set forth in Disclosure
      Schedule 5.1.

     

    
      
        
        

      

      
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    5.2    Payment
      of Charges.

     

    (a)    Unless
      payment thereof is precluded by the Cases and subject to Section
      5.2(b),
      each
      Credit Party shall pay and discharge or cause to be paid and discharged promptly
      all Charges arising
      after the Petition Date
      payable
      by it, including (i) Charges imposed upon it, its income and profits, or
      any of its operations, its property (real, personal or mixed) and all Charges
      with respect to tax, social security and unemployment withholding with respect
      to its employees, (ii) lawful
      claims for labor, materials, supplies and services or otherwise, and
(iii) all
      storage or rental charges payable to warehousemen and bailees, in each case,
      before any thereof shall become past due, except in each case, where the failure
      to pay or discharge such Charges would not result in aggregate liabilities
      in
      excess of $5,000,000.

     

    (b)    Each
      Credit Party may in good faith contest, by appropriate proceedings, the validity
      or amount of any Charges, Taxes or claims described in Section
      5.2(a);
      provided,
      that
      (i) adequate reserves with respect to such contest are maintained on the books
      of such Credit Party, in accordance with GAAP; (ii) no Lien shall be imposed
      to
      secure payment of such Charges that is superior to any of the Liens securing
      payment of the Obligations and such contest is maintained and prosecuted
      continuously and with diligence and operates to suspend collection or
      enforcement of such Charges (except where the failure to pay or discharge such
      Charges would not result in aggregate liabilities or Liens in excess of
      $5,000,000); (iii) none of the Collateral becomes subject to forfeiture or
      loss
      as a result of such contest; and (iv) such Credit Party shall promptly pay
      or
      discharge such contested Charges, Taxes or claims and all additional charges,
      interest, penalties and expenses and shall deliver to the Administrative Agent
      evidence reasonably acceptable to the Administrative Agent of such compliance,
      payment or discharge, if such contest is terminated or discontinued adversely
      to
      such Credit Party or the conditions set forth in this Section
      5.2(b)
      are no
      longer met.

     

    (c)    Notwithstanding
      the foregoing, this Section
      5.2
      shall
      not be construed to require Borrower to pay any obligation arising under any
      agreement with respect to Section 1110 Assets unless Borrower is approved by
      the
      Bankruptcy Court to make such payment.

     

    
      
        
        

      

      
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    5.3    Books
      and Records.

     

    Each
      Credit Party shall keep adequate Books and Records with respect to its business
      activities in which proper entries, reflecting all financial transactions,
      are
      made in accordance with GAAP and on a basis consistent with the Financial
      Statements attached as Disclosure
      Schedule 3.4(a).
      Upon
      reasonable request of the Administrative Agent, each Credit Party shall deliver
      any requested Chattel Paper or Instrument to the Administrative Agent (in each
      case, accompanied by instruments of transfer executed in blank), and shall,
      if
      requested by the Administrative Agent, mark any Chattel Paper or Instrument
      that
      has not been delivered to the Administrative Agent with a legend that provides
      that the writing and the obligations evidenced or secured thereby are subject
      to
      the security interest of the Administrative Agent for the benefit of the Secured
      Parties. 

     

    5.4    Insurance;
      Damage to or Destruction of Collateral.
      Except
      as set forth in the Aircraft Mortgage and the Spare Parts Mortgage with respect
      to the Collateral addressed therein:

     

    (a)    The
      Credit Parties shall, at their sole cost and expense, maintain insurance at
      all
      times against such risks as is customary for companies of the same or similar
      size in the same or similar business and industry or as otherwise required
      in
      the Collateral Documents. Such policies of insurance as in effect on the Closing
      Date are described, collectively, in Part 1 and Part 2 of Disclosure
      Schedule 3.17.
      Except
      for policies of insurance relating to Collateral addressed by the Aircraft
      Mortgage and the Spare Parts Mortgage, the policies of insurance (or the loss
      payable and additional insured endorsements delivered to the Administrative
      Agent) described in Part 2 of Disclosure
      Schedule 3.17,
      which
      lists those policies relating to the Collateral, shall contain provisions
      pursuant to which the insurer agrees to provide thirty (30) days’ prior written
      notice to the Administrative Agent in the event of any non-renewal, cancellation
      or material adverse amendment of any such insurance policy. If any Credit Party
      at any time or times hereafter shall fail to obtain or maintain any of the
      policies of insurance listed in Part 2 of Disclosure
      Schedule 3.17
      or to
      pay all premiums relating thereto, the Administrative Agent may at any time
      or
      times thereafter obtain and maintain such policies of insurance and pay such
      premiums and take any other action with respect thereto that the Administrative
      Agent deem advisable. The Administrative Agent shall have no obligation to
      obtain insurance for any Credit Party or pay any premiums therefor. By doing
      so,
      the Administrative Agent shall not be deemed to have waived any Default or
      Event
      of Default arising from any Credit Party’s failure to maintain such insurance or
      pay any premiums therefor. All sums so disbursed, including reasonable
      attorneys’ fees, court costs and other charges related thereto, shall be payable
      on demand by Borrower to the Administrative Agent and shall be additional
      Obligations hereunder secured by the Collateral.

     

    (b)    The
      Administrative Agent reserves the right at any time upon any change in any
      Credit Party’s risk profile (including any change in the product mix maintained
      by any Credit Party or any laws affecting the potential liability of such Credit
      Party) to require, upon prior written notice to such Credit Party, additional
      forms and limits of insurance, in the Administrative Agent’s reasonable opinion,
      to adequately protect both the Administrative Agent’s and the Lenders’ interests
      in all or any portion of the Collateral needed to ensure that each Credit Party
      is protected by insurance in amounts and with coverage customary for its
      industry with respect to such Collateral; such additional forms and limits
      of
      insurance to be obtained and in effect within thirty (30) days of such written
      notice. If reasonably requested by the Administrative Agent, each Credit Party
      shall deliver to the Administrative Agent from time to time a report of a
      reputable insurance broker reasonably satisfactory to the Administrative Agent,
      with respect to its insurance policies.

     

    
      
        
        

      

      
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    (c)    Borrower
      on behalf of each Credit Party shall deliver to the Administrative Agent, in
      form and substance reasonably satisfactory to the Administrative Agent, with
      respect to the insurance policies listed on Part 2 of Disclosure
      Schedule 3.17,
      endorsements to (i) all “All
      Risk”
      property and business interruption insurance naming the Administrative Agent
      for
      the benefit of Secured Parties, as lender loss payee as its interests may
      appear; provided,
      that,
      with respect to business interruption insurance only, so long as no Event of
      Default has occurred or is continuing, the Administrative Agent shall promptly
      release to Borrower any insurance proceeds received in connection with such
      business interruption insurance, and (ii) all general liability and other
      liability policies naming the Administrative Agent for the benefit of Secured
      Parties, as an additional insured as its interests may appear. Borrower on
      behalf of each Credit Party irrevocably makes, constitutes and appoints the
      Administrative Agent (and all officers, employees or agents designated by the
      Administrative Agent), so long as the anticipated insurance proceeds exceed
      $5,000,000, as Borrower’s and each Credit Party’s true and lawful agent and
      attorney-in-fact for the purpose of making, settling and adjusting claims under
      such “All
      Risk”
      property policies of insurance, endorsing the name of Borrower or such Credit
      Party on any check or other item of payment for the proceeds of such
“All
      Risk”
      property policies of insurance and for making all determinations and decisions
      with respect to such “All
      Risk”
      property policies of insurance. The Administrative Agent shall have no duty
      to
      exercise any rights or powers granted to them pursuant to the foregoing
      power-of-attorney. Borrower shall promptly notify the Administrative Agent
      of
      any loss, damage, or destruction to the Collateral in the amount of $1,000,000
      or more, whether or not covered by insurance.
      All Net
      Cash Proceeds from insurance required under the Loan Documents shall be applied
      in accordance with Section
      1.2.

     

    (d)    Notwithstanding
      the foregoing, subject to the Final Order, where casualty or condemnation
      proceeds are required to be applied to the repair or restoration of the affected
      property, which does not constitute Collateral included in the Term A Borrowing
      Base, or to be delivered to a third party or deposited in an escrow or similar
      account, by the express terms of any lease, usufruct, use agreement or other
      occupancy or facility agreement to which Borrower or any Credit Party is a
      party
      and that either (i) constitutes a Lien permitted hereunder having priority
      over
      the Administrative Agent’s Liens, for the benefit of Secured Parties or (ii)
      affects leased real estate or usufruct or pursuant to the express terms of
      documents entered into in connection with ARB Indebtedness, either existing
      as
      of the Closing Date or permitted under this Agreement, then the Administrative
      Agent’s rights under this Agreement with respect to any casualty or condemnation
      proceeds or insurance policies required to be maintained under any such lease,
      usufruct, use agreement or other occupancy or facility agreement or other
      document entered into in connection with such ARB Indebtedness to which Borrower
      or any Credit Party is a party shall be subject to the terms and conditions
      of
      such agreement, including without limitation the settlement of claims, the
      repair and restoration obligations of Borrower or any Credit Party and the
      delivery or deposit of any casualty or condemnation proceeds for repair or
      restoration. 

     

    
      
        
        

      

      
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    5.5    Compliance
      with Laws.

     

    Except
      as
      otherwise permitted by the Bankruptcy Code, each Credit Party shall comply
      with
      all federal, state, local and foreign laws and regulations applicable to it,
      including labor laws, and Environmental Laws and Environmental Permits, and
      laws
      and regulations of any Aviation Authority applicable to it, except to the extent
      that the failure to comply, individually or in the aggregate, could not
      reasonably be expected to have a Material Adverse Effect (including, without
      limitation, as a result of the loss of any material Permit). 

     

    5.6    Intellectual
      Property.

     

    Subject
      to Section
      6.8(i),
      each
      Credit Party shall own or have rights to use all Intellectual Property necessary
      to continue to conduct its business as now conducted by it or presently proposed
      to be conducted by it. Each Credit Party shall do or cause to be done all things
      necessary to preserve and keep in full force and effect at all times all
      material registered Patents, Trademarks, trade names, Copyrights and service
      marks necessary in the conduct of its business. Each Credit Party shall conduct
      its business and affairs without infringement of or interference with any
      Intellectual Property of any other Person in any material respect.

     

    5.7    Environmental
      Matters.

     

    Except
      as
      otherwise required by the Bankruptcy Code, each
      Credit Party shall and shall cause each Person within its control to: (a)
      conduct its operations and keep and maintain its Real Estate in compliance
      with
      all Environmental Laws and Environmental Permits other than noncompliance that
      could not reasonably be expected to have a Material Adverse Effect; (b)
      implement any and all investigation, remediation, removal and response actions
      that are necessary to comply in all material respects with Environmental Laws
      and Environmental Permits pertaining to the presence, generation, treatment,
      storage, use, disposal, transportation or Release of any Hazardous Material
      on,
      at, in, under, above, to, from or about any of its Real Estate; (c) notify
      the
      Administrative Agent promptly after such Credit Party becomes aware of any
      violation of Environmental Laws or Environmental Permits or any Release on,
      at,
      in, under, above, to, from or about any Real Estate that is reasonably likely
      to
      result in any Credit Party incurring Environmental Liabilities in excess of
      $500,000 individually or $2,500,000 in the aggregate in a Fiscal Year; and
      (d)
      promptly forward to the Administrative Agent a copy of any order, notice,
      request for information or any communication or report received by such Credit
      Party in connection with any such violation or Release or any other matter
      relating to any Environmental Laws or Environmental Permits that could
      reasonably be expected to result in any Credit Party incurring Environmental
      Liabilities in excess of $500,000 individually or $2,500,000 in the aggregate
      in
      a Fiscal Year. If the Administrative Agent at any time has a reasonable basis
      to
      believe that there may be a violation of any Environmental Laws or Environmental
      Permits by any Credit Party or any Environmental Liability arising thereunder,
      or a Release of Hazardous Materials on, at, in, under, above, to, from or about
      any of its Real Estate, that, in each case, could reasonably be expected to
      have
      a Material Adverse Effect, then each Credit Party shall, upon the Administrative
      Agent’s written request (i) cause the performance of such environmental audits
      including subsurface sampling of soil and groundwater, and preparation of such
      environmental reports, at Borrower’s expense, as the Administrative Agent may
      from time to time reasonably request, which shall be conducted by reputable
      environmental consulting firms reasonably acceptable to the Administrative
      Agent
      and shall be in form and substance reasonably acceptable to the Administrative
      Agent, and (ii) permit the Administrative Agent or their representatives to
      have
      access to all Real Estate (subject, in the case of leased Real Estate, to the
      terms of the applicable lease or other agreement which governs rights of access
      to leased Real Estate) for the purpose of conducting such environmental audits
      and testing as the Administrative Agent deem appropriate, including subsurface
      sampling of soil and groundwater; provided,
      that
      the Administrative Agent shall use commercially reasonable efforts to cause
      such
      audits or testing to be conducted in a manner that does not unreasonably
      interfere with the operations of the relevant Credit Party. Borrower shall
      reimburse the Administrative Agent for the reasonable costs of such audits
      and
      tests and the same will constitute a part of the Obligations secured hereunder.
      

     

    
      
        
        

      

      
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    5.8    Landlords’
      Agreements; Bailee Letters.

     

    If
      requested by the Administrative Agent in its reasonable discretion, each Credit
      Party shall use commercially reasonable efforts to obtain a landlord’s agreement
      or bailee letter, as applicable, from the lessor of each leased property or
      bailee with respect to any warehouse, processor or converter facility,
      maintenance facilities or other location where Collateral with an aggregate
      book
      value in excess of $10,000,000 is stored or located, in each case, to the extent
      the Liens and other unstayed rights of the applicable warehouseman, bailee
      or
      lessor are senior to or pari passu with the Liens of the Administrative Agent
      (each such location, a “Material
      Location”),
      which
      agreement or letter shall contain a waiver or subordination of all Liens or
      claims that the landlord or bailee may assert against the Collateral at that
      location, and shall otherwise be reasonably satisfactory in form and substance
      to the Administrative Agent. With respect to each Material Location leased
      or
      owned on or after the Closing Date, if the Administrative Agent has requested
      but, within sixty (60) days following such request, has not received a landlord
      agreement or bailee letter, Borrower’s Eligible Spare Parts, Eligible Ground
      Service Equipment and Eligible Tooling at that location shall, in the
      Administrative Agent’s discretion, be subject to such Reserves as may be
      established by the Administrative Agent in its reasonable credit judgment.
      Each
      Credit Party shall timely and fully pay and perform its material obligations
      under all leases and other agreements entered into or assumed after the
      commencement of the Cases in all respects with respect to Material
      Locations.

     

    5.9    [Reserved.]

     

    5.10   Notices.

     

    Promptly
      after the sending or filing thereof, Borrower shall send Administrative Agent
      copies of all material notices, certificates or reports delivered pursuant
      to,
      or in connection with, any Post-Petition Skymiles Facility
      Document.

     

    5.11   Further
      Assurances.

     

    Subject
      to Section
      5.12(b),
      each
      Credit Party executing this Agreement agrees that it shall, at such Credit
      Party’s expense and upon the reasonable request of the Administrative Agent,
      duly execute and deliver, or cause to be duly executed and delivered, to the
      Administrative Agent such further instruments and do and cause to be done such
      further acts as may be necessary or proper in the reasonable opinion of the
      Administrative Agent, in accordance with its customary business practices for
      comparable debtor in possession transactions, to carry out more effectively
      the
      provisions and purposes of this Agreement and each Loan Document. 

     

    
      
        
        

      

      
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    5.12   Additional
      Guaranties and Collateral Documents.

     

    (a)    Except
      as
      otherwise set forth in the Aircraft Mortgage, to the extent not delivered to
      the
      Administrative Agent on or before the Closing Date (including in respect of
      after-acquired property, other than real estate and interests in real estate
      that are not Owned Real Estate, and Persons that become Subsidiaries of any
      Credit Party after the Closing Date), Borrower agrees promptly to do, or cause
      each Subsidiary of Borrower (other than Excluded Subsidiaries) to do, each
      of
      the following, unless otherwise agreed by the Administrative Agent:

     

    (i)    
deliver
      to the Administrative Agent such duly executed supplements and amendments to
      this Agreement, in each case in form and substance reasonably satisfactory
      to
      the Administrative Agent and as the Administrative Agent reasonably deems
      necessary in order to ensure that each Domestic Subsidiary of Borrower (other
      than Excluded Subsidiaries), guaranties, as primary obligor and not as surety,
      the full and punctual payment when due of the Obligations or any part
      thereof;

     

    (ii)    
deliver
      to the Administrative Agent such duly executed supplements and amendments to
      any
      of the Collateral Documents, in each case in form and substance reasonably
      satisfactory to the Administrative Agent and as the Administrative Agent
      reasonably deems necessary in order to (A) effectively grant to the
      Administrative Agent for the benefit of the Secured Parties, a valid, perfected
      and enforceable security interest in all assets, personal property or property
      interests that constitute Collateral owned by any Credit Party and
      (B) effectively grant to the Administrative Agent for the benefit of the
      Secured Parties, a valid, perfected and enforceable security interest in all
      Stock and other debt Securities of any Credit Party and each direct Subsidiary
      of each Credit Party (other than the Stock of the Excluded Issuers);
provided,
      however,
      that,
      in no event shall (x) more than 65% of the outstanding voting Stock of any
      Subsidiary which is not a Domestic Subsidiary be pledged to secure the
      Obligations or (y) the Stock of any joint venture company be pledged to the
      extent that such pledge is restricted by legally binding arrangements between
      the joint venture parties;

     

    (iii)    deliver
      to the Administrative Agent all certificates, instruments and other documents
      representing all Collateral required to be pledged and delivered under the
      Collateral Documents and all other Stock and other debt Securities being pledged
      pursuant to the joinders, amendments and supplements executed pursuant to
clause (ii)
      above;

     

    (iv)    to
      the
      extent permitted hereunder, if any Credit Party acquires a fee simple ownership
      interest in real estate after the Closing Date, or discovers that it owns any
      fee simple interest in real estate not constituting Owned Real Estate, within
      ninety (90) days thereof, execute and deliver to the Administrative Agent,
      a
      Mortgage granting the Administrative Agent for the benefit of Secured Parties
      a
      valid, perfected and enforceable first priority Lien on such real estate and,
      if
      reasonably required by the Administrative Agent, environmental audits, mortgage
      title insurance policy, real property survey, local counsel opinion(s),
      supplemental casualty insurance and flood insurance, and such other documents,
      instruments or agreements reasonably requested by the Administrative Agent,
      in
      each case, in form and substance reasonably satisfactory to the Administrative
      Agent (it being understood and agreed that each such real estate so acquired
      shall be considered “Owned
      Real Estate”
for
      purposes of this Agreement from and after the date of its
      acquisition);

     

    
      
        
        

      

      
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    (v)    if
      such
      Subsidiary is party to a Case, to obtain an order of the Bankruptcy Court
      confirming in such Case extension of the terms of the Final Order to such new
      Subsidiary as a debtor and debtor in possession;

     

    (vi)    to
      take
      such other actions as the Administrative Agent reasonably deems necessary to
      ensure the validity or continuing validity of the guaranties required to be
      given pursuant to clause (i)
      above or
      to create, maintain or perfect the security interest required to be granted
      pursuant to clause (ii) above,
      including the filing of financing statements or other recordations in such
      jurisdictions as may be required by the Collateral Documents, the Code, the
      FAA
      or applicable law, or as may be reasonably requested by the Administrative
      Agent; and

     

    (vii)   if
      requested by the Administrative Agent, deliver to the Administrative Agent
      legal
      opinions relating to the matters described above in connection with the addition
      of any Guarantor or Collateral acquired after the date hereof, which opinions
      shall be in form and substance consistent with those delivered on the Closing
      Date and from counsel reasonably satisfactory to the Administrative
      Agent.

     

    (b)    Notwithstanding
      the foregoing, (i) prior to the occurrence of any Event of Default, the
      Administrative Agent shall not take any security interest in or require any
      actions to be taken with respect to (A) those assets as to which the
      Administrative Agent shall determine, in their reasonable discretion, that
      the
      cost of obtaining such security interest or taking such action are excessive
      in
      relation to the benefit to Lenders afforded thereby, (B) property the
      acquisition or construction of which was financed through Indebtedness (existing
      as of the Closing Date (other than Gates) or as permitted by Section
      6.3(a)),
      and
      (C) any property to the extent that the granting of such a security interest
      would constitute a breach or violation of a valid and effective restriction
      in
      favor of a third party (including, without limitation, mandatory consent
      rights), that would result in the termination of any Credit Party’s interest in
      such Collateral or give rise to any indemnification obligations or any right
      to
      terminate or commence the exercise of remedies under such restrictions, (ii)
      the
      Administrative Agent shall not take any security interest in, or require any
      Credit Party to take any action referred to in Section
      5.12(a)(iv)
      with
      respect to, real estate, or require the execution or delivery of any Aircraft
      Mortgage or Spare Parts Mortgage, or require any Credit Party to take any
      actions with respect to the FAA relating to any of the 737-800 aircraft
      described in Section 6.8(m) hereof or with respect to any asset (A) until the
      expiration of 90 days after the date of acquisition thereof, unless Borrower
      shall have given the Administrative Agent notice that it does not intend to
      finance such acquisition as permitted by Section
      6.3(a)(i),
      and (B)
      previously securing or financed by Existing Secured Indebtedness until the
      expiration of 90 days after such Existing Secured Indebtedness has been repaid,
      unless Borrower shall have given the Administrative Agent notice that it does
      not intend to finance such asset as permitted by Section
      6.3(a)(v),
      and
      (iii) Liens required to be granted and actions required to be taken pursuant
      to
      this Section
      5.12
      shall
      all be subject to exceptions and limitations (including Liens permitted pursuant
      to Section
      6.7)
      consistent with those set forth herein and in the Collateral Documents as in
      effect on the Closing Date.

     

    
      
        
        

      

      
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    5.13   Pledged
      Spare Parts.

     

    Each
      Credit Party shall 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 Designated Spare Parts Locations,
      except to the extent permitted in the Spare Parts Mortgage. The Pledged Spare
      Parts will be maintained by or on behalf of the Air Carriers that are Credit
      Parties, as required by the Spare Parts Mortgage.

     

    5.14   Aircraft
      Mortgage; Spare Parts Mortgage; SGR Security Agreement.

     

    Each
      Air
      Carrier that is a Credit Party shall execute the Aircraft Mortgage, the Spare
      Parts Mortgage and the SGR Security Agreement.

     

    5.15   Slot
      Utilization. 

     

    (a)    Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the SGR Security Agreement, from and after the Closing Date Borrower shall
      cause
      the FAA Slots to have sufficient Slot Utilization, for purposes of 14 C.F.R.
      93.227 (the “Slot
      Utilization Regulations”)
      and
      shall at the end of Week 4 of any respective Two-Month FAA Reporting Period
      for
      FAA Slots present to each Administrative Agent (i) if, during Week 1, Week
      2,
      Week 3 or Week 4, the FAA or any applicable Foreign Aviation Authority has
      revoked, terminated or canceled any Credit Parties’ right to utilize any Primary
      Slot, a list of all such Primary Slots and (ii) a certification from Borrower
      that either:

     

    (i)    the
      FAA
      Slots have been utilized at the following rates (a week shall be deemed to
      be
      seven (7) days for purposes of this Section
      5.14):
      (x)
      sixty-five percent (65%) for each hourly period for Weeks 1-4 of the respective
      Two-Month FAA Reporting Period for Slots in DCA and LGA; (y) sixty-five percent
      (65%) for each half hour period for Weeks 1-4 of the respective Two-Month FAA
      Reporting Period for arrival Slots in DCA and LGA; or

     

    (ii)    Borrower
      intends to effectuate full compliance with all of the slot utilization covenants
      pursuant to exchanging slots at such airports with third party air carriers
      and
      such officer has no reason to believe that Borrower will fail to comply with
      the
      Slot Utilization Regulations.

     

    (b)    Subject
      to transfers, exchanges and other dispositions permitted by this Agreement
      and
      the SGR Security Agreement, utilize the Foreign Slots in a manner consistent
      in
      all material respects with applicable regulations and contracts in order
      reasonably to preserve its right to hold and operate the Foreign Slots, taking
      into account any waivers or other relief granted by any applicable Aviation
      Authority.

     

    
      
        
        

      

      
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    5.16   ERISA/Labor
      Matters.

     

    Borrower
      shall furnish the Administrative Agent (with sufficient copies for each of
      Lenders) each of the following:

     

    (a)    promptly
      and in any event within thirty (30) days of filing or receipt by Borrower,
      with
      respect to any Title IV Plan, copies of the most recent annual reports or
      returns (IRS Form 5500), audited or unaudited financial statements and actuarial
      valuations with respect to such Plans;

     

    (b)    promptly
      and in any event within ten (10) days after Borrower, any Subsidiary of Borrower
      or any ERISA Affiliate knows or has reason to know that a request for a minimum
      funding waiver under Section 412 of the Code has been filed with respect to
      any Title IV Plan or Multiemployer Plan, a written statement of an officer
      of Borrower describing such waiver request and the action, if any, Borrower,
      its
      Subsidiaries and ERISA Affiliates propose to take with respect thereto and
      a
      copy of any notice filed with the PBGC or the IRS pertaining thereto;


     

    (c)    simultaneously
      with the date that Borrower, any Subsidiary of Borrower or any ERISA Affiliate
      files a notice of intent to terminate any Title IV Plan, a copy of each
      notice;

     

    (d)    promptly
      and in any event within three (3) days after Borrower, any Subsidiary of
      Borrower or any ERISA Affiliate receives any adverse communication from a
      Governmental Authority which could result in an increase to or accelerate the
      payment of any liability with respect to a Pension Plan, a copy of such notice;
      and 

     

    (e)    simultaneously
      with the date that any Credit Party (i) commences or terminates negotiations
      with any collective bargaining agent for the purpose of materially changing
      any
      collective bargaining agreement; (ii) reaches an agreement with any collective
      bargaining agent prior to ratification for the purpose of materially changing
      any collective bargaining agreement; (iii) ratifies any agreement reached with
      a
      collective bargaining agent for the purpose of materially changing any
      collective bargaining agreement; or (iv) becomes subject to a “cooling
      off period”
under
      the auspices of the National Mediation Board, notification of the commencement
      or termination of such negotiations, a copy of such agreement or notice of
      such
      ratification or a “cooling
      off period,”
as
      the
      case may be.

     

    5.17   Maintenance
      of Liens and Collateral.

     

    Each
      Credit Party, subject to Section
      5.12,
      shall
      do or cause to be done all things necessary to preserve and keep in full force
      and effect at all times the Liens securing the Obligations as provided in the
      Loan Documents.

     

    5.18   Use
      of
      Proceeds.

     

    The
      proceeds of the Loans and the Letters of Credit will be used by Borrower for
      the
      general corporate purposes of the Credit Parties.

     

    
      
        
        

      

      
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    5.19   Cash
      Management Systems.

     

    Borrower
      will establish and will maintain until the Termination Date, the Cash Management
      Systems as described in Annex
      C.

     

    5.20   Appraisals.

     

    Each
      Credit Party shall provide the Administrative Agent access to its properties
      and
      to the Collateral in accordance with Section
      1.12
      and
      permit the Administrative Agent to have an Appraiser conduct appraisals as
      set
      forth in Annex
      F.

     

    6. NEGATIVE
      COVENANTS

     

    Each
      Credit Party agrees that from and after the Closing Date until the Termination
      Date:

     

    6.1    Mergers,
      Subsidiaries, Etc.

     

    No
      Delta
      Company shall directly or indirectly, by operation of law or otherwise, merge
      or
      consolidate with any Person or acquire Stock of any Person; provided,
      that
      (a) any Subsidiary may merge or consolidate with (i) Borrower or a Guarantor
      in
      a transaction in which Borrower or any Guarantor is the surviving Person and
      (ii) if such Subsidiary is not a Guarantor, any other Delta Company, (b)
      Borrower may merge or consolidate with, or acquire Stock of, any Person to
      effectuate an Investment permitted by Section
      6.2
      in a
      transaction in which Borrower is the surviving Person, (c) any Subsidiary may
      merge or consolidate with, or acquire Stock of, any Person to effectuate an
      Investment permitted by Section
      6.2
      in a
      transaction in which a Subsidiary is the surviving Person and (d) any Subsidiary
      may merge or consolidate with another Person in connection with any sale or
      other disposition of such Subsidiary permitted pursuant to Section
      6.8;
      provided,
      that
      such merger, consolidation or acquisition shall not result in the acquisition
      of
      Stock located outside of the United States in an amount in excess of $25,000,000
      in the aggregate.

     

    6.2    Investments;
      Loans and Advances.

     

    Except
      as
      otherwise expressly permitted by this Section
      6.2,
      no Delta
      Company shall make or permit to exist any investment in, or make, accrue or
      permit to exist loans or advances of money to, any Person, through the direct
      or
      indirect lending of money, holding of securities or otherwise (all of the
      foregoing, “Investments”),
      except (without duplication): 

     

    (a)    each
      Delta Company may hold Investments comprised of notes payable, or stock or
      other
      securities issued by Account Debtors to such Delta Company pursuant to
      negotiated agreements with respect to settlement of such Account Debtor’s
      Accounts in the ordinary course of business, consistent with past practices;
      

     

    (b)    each
      Delta Company may maintain its existing investments in its Subsidiaries as
      of
      the Closing Date summarized on Disclosure
      Schedule 3.8 or 6.2;
      

     

    
      
        
        

      

      
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    (c)    each
      Delta Company may make investments, subject to Section
      5.19,
      in
      Permitted Investments;

     

    (d)    each
      Delta Company may maintain its Investments existing as of the Closing Date
      summarized on Disclosure
      Schedule 6.2;
      

     

    (e)    Investments
      (i) may be made by any Credit Party in any other Credit Party, (ii) may be
      made
      by any Delta Company that is not a Credit Party in any other Delta Company,
      subject to compliance with Section
      6.3(a)(vii)
      and
      (iii) constituting capital contributions or intercompany loans or advances
      may
      be made to Aero Assurance, Ltd. or New Sky, Ltd. for the purpose of cash
      collateralizing letters of credit issued for the account of such captive
      insurance Subsidiaries to the extent permitted under Section
      6.3(a)(xiii);
      

     

    (f)    
each
      Delta Company may make Investments with the funds held in the Excluded
      Accounts;

     

    (g)    each
      Delta Company may make Investments consisting of (i) 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 (iii) fuel hedges and other derivatives contracts, in each case,
      to the extent that such agreement or contract is permitted by Section
      6.3
      and
Section
      6.17
      and
      entered into in the ordinary course of business; 

     

    (h)    the
      Delta
      Companies, in the aggregate, may make Investments in an amount not to exceed
      $10,000,000 outstanding at any time 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;
      

     

    (i)    
the
      Delta
      Companies may make advances to their respective officers, directors and
      employees in an amount not to exceed (i) $10,000 outstanding at any time to
      any
      individual officer, director or employee and (ii) $7,000,000 in the aggregate
      outstanding at any time for all such advances; 

     

    (j)    
the
      Delta
      Companies may make advances in respect of (i) signing bonuses for newly hired
      officers, directors or employees of any Delta Company in an amount not to exceed
      $250,000 individually outstanding at any time and (ii) relocation expenses
      for
      newly hired officers, directors or employees of any Delta Company in an amount
      not to exceed $5,000,000 in the aggregate outstanding at any time; 

     

    (k)    the
      Delta
      Companies may make Investments in the form of foreign cash equivalents in the
      ordinary course of business and consistent with past practices; 

     

    (l)    
[Reserved];
      

     

    (m)    the
      Delta
      Companies may make additional Investments in Subsidiaries that are not Credit
      Parties in an aggregate amount at any one time not to exceed $5,000,000;


     

    
      
        
        

      

      
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    (n)    the
      Delta
      Companies may make any Investment consisting of the acquisition of Stock of
      any
      Person; provided,
      that
      (i) such Person becomes a Credit Party or is merged with or into Borrower or
      a
      Credit Party immediately upon consummation of such acquisition and (ii) such
      acquisition is permitted by Section
      6.10;
      

     

    (o)    the
      Delta
      Companies may make any Investment consisting of the acquisition of equity
      interests permitted pursuant to Section
      6.13(d)
      and
(e);
      and

     

    (p)    the
      Delta
      Companies 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
      (p).
      

     

    The
      term
“Investments”
shall
      not include deposits to secure the performance of leases.

     

    6.3    Indebtedness.

     

    (a)    No
      Delta
      Company shall create, incur, assume or permit to exist any Indebtedness, except
      (without duplication):

     

    (i)    
Indebtedness
      secured by purchase money security interests and Capital Leases (including
      in
      the form of sale-leaseback, synthetic lease or similar transactions or created
      solely in connection with the restructuring of any operating lease of Non-1110
      Aviation Assets or Section 1110 Assets which existed on the Petition Date)
      to
      the extent such Indebtedness was incurred in connection with the restructuring
      of existing operating leases as provided in the parenthetical above or finance
      the acquisition or construction of aircraft, equipment and real estate to the
      extent permitted by Section
      6.10
      or 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) of
      the
      subject asset;

     

    (ii)    the
      Loans
      and the other Obligations;

     

    (iii)    [Reserved];

     

    (iv)    Indebtedness
      existing as of the Closing Date described in Disclosure
      Schedule 3.12(b)
      or
6.3;

     

    (v)    Indebtedness
      incurred after the Closing Date; provided,
      that
      (A) such indebtedness is (x) secured by (or finances) assets which, as of the
      Closing Date, secured (or were financed by) other Indebtedness outstanding
      on
      the Closing Date described in Disclosure
      Schedule 6.3
      (the
“Existing
      Secured Indebtedness”),
      (y)
      incurred within one hundred eighty (180) days after the repayment in full of
      such Existing Secured Indebtedness and (z) is in an aggregate principal amount
      not exceeding the maximum principal amount of such Existing Secured Indebtedness
      outstanding at any time on or prior to the Closing Date and (B) such Existing
      Secured Indebtedness shall have been repaid in full on the scheduled maturity
      date thereof (a “Permitted
      Secured Financing”);

     

    
      
        
        

      

      
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    (vi)    Indebtedness
      under the Post-Petition Skymiles Facility in an aggregate principal amount
      not
      to exceed $350,000,000;

     

    (vii)   Indebtedness
      consisting of intercompany loans and advances made (A) among Credit Parties,
      (B)
      among Delta Companies that are not Credit Parties and (C) by a Credit Party
      to
      Aero Assurance, Ltd. or New Sky Ltd. permitted pursuant to Section
      6.2(e)(iii),
      provided,
      that
      (A) to the extent any such loan or advance is evidenced by a promissory note
      (the “Intercompany
      Notes”)
      held
      by any Credit Party, the applicable Credit Party shall have pledged and
      delivered such note to the Administrative Agent pursuant to this Agreement
      as
      additional collateral security for the Obligations, (B) each applicable Credit
      Party shall record all intercompany transactions on its Books and Records in
      the
      ordinary course of business and (C) the obligations of any Credit Party under
      any such intercompany loans to any other Delta Company shall be subordinated
      to
      the Obligations of such Credit Party under the Loan Documents in a manner
      reasonably satisfactory to the Administrative Agent; 

     

    (viii)  
Indebtedness
      owed to any Lender (or any of its affiliates) or any other Person in connection
      with Investments permitted under Section
      6.2(g);
      

     

    (ix)    Indebtedness
      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 (but subject to compliance with Section
      5.19);
      

     

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

     

    (xi)    Indebtedness
      to credit card processors in connection with credit card processing services
      incurred in the ordinary course of business and consistent with past practices;
      

     

    (xii)   Indebtedness
      owing by the Credit Parties to Citibank, N.A. and its banking Affiliates,
      arising in the ordinary course of business, providing netting services with
      respect to intercompany Indebtedness 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 and does not exceed an aggregate outstanding amount of
      $50,000,000;

     

    (xiii)  
Indebtedness
      in respect of letters of credit in an aggregate outstanding amount not to exceed
      $150,000,000;

     

    (xiv)   
surety
      and appeal bonds in an aggregate outstanding amount not to exceed
      $80,000,000;

     

    (xv)   other
      unsecured Indebtedness incurred subsequent to the Closing Date; provided,
      that no
      principal payments shall be required thereunder (except upon acceleration)
      on or
      prior to the Scheduled Maturity Date;

     

    
      
        
        

      

      
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    (xvi)    Permitted
      Subordinated Indebtedness;

     

    (xvii)   Indebtedness
      constituting a Permitted Refinancing of Indebtedness referred to in clauses
      (i), (iv), (v), (vi) or (xvi)
      above;

     

    (xviii)  
unsecured
      Indebtedness (including letters of credit) incurred subsequent to the Closing
      Date to provide credit support for (x) obligations arising in the ordinary
      course of business and consistent with past practices in connection with credit
      card processing services and (y) the Indebtedness described in clause
      (ix)
      above;

     

    (xix)    other
      unsecured Indebtedness incurred subsequent to the Closing Date in an aggregate
      amount not to exceed $25,000,000 outstanding at any time; and

     

    (xx)    
refinancings,
      replacements and restructurings of Indebtedness (outstanding on the Petition
      Date and permitted by Section 6.3(a)(iv)) secured directly or indirectly by
      “equipment”
      described in Section 1110(a)(3) of the Bankruptcy Code or by any equipment
      that
      would have qualified as such equipment had it been placed in service after
      October 22, 1994 (collectively, “Section
      1110-Type Indebtedness”);
      provided,
      that
      (A) the principal amount of such existing Indebtedness shall not be increased
      above the principal amount thereof outstanding immediately prior to such
      refinancing, replacement or restructuring unless (1) the interest expense,
      if
      any, on any scheduled payments deferred as a result of such refinancing is
      not
      paid currently but is recapitalized as principal or (2) such refinancing
      increases the principal amount of such refinanced Section 1110-Type Indebtedness
      but the overall effect on the aggregate amount of existing Indebtedness secured
      directly or indirectly by “equipment”
      described in Section 1110(a)(3) of the Bankruptcy Code or by equipment that
      would have qualified as such equipment had it been placed in service after
      October 22, 1994 is reduced or remains the same, or the financing expenses
      in
      connection with all such Indebtedness is reduced (it being understood that
      any
      such increase in Indebtedness may not be granted Super-Priority Claim status
      pursuant to Section 364(c)(1) of the Bankruptcy Code), (B) after giving effect
      thereto, the average maturity of all the then-outstanding Section 1110-Type
      Indebtedness shall not be shortened as a result of such refinancing, replacement
      or restructuring, (C) the weighted average life to maturity of all such existing
      Section 1110-Type Indebtedness shall not be reduced as a result of such
      refinancing, replacement or restructuring, and (D) the direct and
      contingent obligors therefor shall not be changed, as a result of or in
      connection with such refinancing, replacement or restructuring.

     

    (b)    No
      Credit
      Party shall, directly or indirectly, voluntarily purchase, redeem, defease
      or
      prepay any principal of, premium, if any, interest or other amount in respect
      of
      any
      post-petition Indebtedness prior to its scheduled maturity, other than (i)
      the
      Obligations; (ii) Indebtedness secured by a Lien permitted under Section
      6.7
      if the
      asset securing such Indebtedness on a first-priority basis has been sold or
      otherwise disposed of in accordance with Section
      6.8;
      (iii)
      Indebtedness upon any Permitted Refinancing; (iv) other Indebtedness (excluding
      Permitted Subordinated Indebtedness) not in excess of $10,000,000; (v)
      Indebtedness incurred subsequent to the Closing Date permitted under
Section
      6.3(a)
      other
      than Indebtedness permitted under Section
      6.3(a)(iv),
      (vi),
      (xv),
      (xvi)
      or any
      Permitted Refinancing of Indebtedness permitted by any of the foregoing; (vi)
      as
      otherwise permitted in Section
      6.13;
      and
      (vii) ARB Indebtedness in order to minimize, in Borrower’s reasonable judgment
      upon opinion of counsel, such Credit Party’s potential liability arising from a
      loss of the tax exempt status of such Indebtedness.

     

    
      
        
        

      

      
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    6.4    Affiliate
      Transactions.

     

    None
      of
      the Credit Parties will sell or transfer any property or assets to, or otherwise
      engage in any other material transactions with, any of its Affiliates (other
      than the other Credit Parties), except transactions (a) at prices and on terms
      and conditions no less favorable to such Credit Party than could be obtained
      on
      an arm’s length basis from unrelated third parties, (b) reasonable and customary
      fees and compensation paid to, and indemnity provided on behalf of, officers,
      directors or employees of such Credit Party and other transactions permitted
      by
Section
      6.2(i)
      and
(j),
      (c) any
      dividends, other distributions or payments permitted by Section
      6.13,
      (d) any
      Investment in a Delta Company permitted by Section
      6.2
      or
      intercompany transactions with a Delta Company permitted by Section
      6.3,
      and (e)
      provision of legal, accounting or administrative services to any Delta Company
      in the ordinary course of business in accordance with past practices.


     

    6.5    Capital
      Structure and Business.

     

    No
      Credit
      Party shall amend its charter or bylaws in a manner that would adversely affect
      the Administrative Agent or Lenders, or such Credit Party’s duty or ability to
      repay the Obligations, in any material respect. No Credit Party shall engage
      in
      any business other than the businesses currently engaged in by it and businesses
      that are reasonably related thereto.

     

    6.6    Guaranteed
      Indebtedness.

     

    No
      Credit
      Party shall create, incur, assume or permit to exist any Guaranteed
      Indebtedness, except (without duplication) (a) by endorsement of instruments
      or
      items of payment for deposit to the general account of any Credit Party in
      the
      ordinary course of business, (b) Guaranteed Indebtedness incurred for the
      benefit of any other Credit Party if the primary obligation is expressly
      permitted by this Agreement, (c) Guaranteed Indebtedness to the extent
      constituting Indebtedness permitted by Section
      6.3
      and (d)
      to the extent existing on the Closing Date as set forth in Disclosure
      Schedule 6.3.

     

    6.7    Liens.

     

    No
      Credit
      Party shall create, incur, assume or permit to exist any Lien on or with respect
      to the Collateral or any of its other properties or assets (whether now owned
      or
      hereafter acquired), except for: 

     

    (a)    Permitted
      Encumbrances; 

     

    (b)    Liens
      in
      existence as
      of the
      Closing Date and summarized on Disclosure
      Schedule 6.7;
      

     

    
      
        
        

      

      
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    (c)    Liens
      created after the Closing Date by conditional sale or other title retention
      agreements (including Capital Leases) or in connection with purchase money
      Indebtedness, in each case, permitted in Section
      6.3(a)(i);
      provided,
      that
      such Liens attach only to the assets (including related leases and subleases
      thereof and other assets integral to the use thereof including security deposits
      from any sublessee collaterally assigned for the benefit of lessors) subject
      to
      such purchase money debt and such Indebtedness is incurred within one hundred
      eighty (180) days following such purchase and does not exceed 100% of the
      purchase price of the subject assets; 

     

    (d)    Liens
      (having the priority set forth in the Skymiles Intercreditor Agreement) securing
      the “Obligations”
as
      defined in the Post-Petition Skymiles Facility Documents, so
      long
      as the Skymiles Intercreditor Agreement is in full force and
      effect;

     

    (e)    Liens
      on
      assets that are the subject of the GECAS Facilities (including any arising
      as a
      result of any cross-collateralization thereof authorized at any time by the
      Bankruptcy Court);

     

    (f)     Liens
      on
      assets that are the subject of a Permitted Secured Financing; provided,
      that
      such Liens attach only to the assets subject to the Existing Secured
      Indebtedness related thereto; 

     

    (g)    other
      Liens
      securing Indebtedness permitted by Section
      6.3(a)(ix)
      and
(xii);

     

    (h)    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; 

     

    (i)     any
      interest
      or title of a licensor, lessor or sublessor granted to others, but only to
      the
      extent permitted by any of the Collateral Documents; 

     

    (j)     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; 

     

    (k)    Liens
      on
      cash deposits that do not constitute Collateral in an aggregate amount not
      in
      excess of $150,000,000; 

     

    (l)     Liens
      on cash
      deposits pledged as collateral for Indebtedness permitted under Section
      6.3(a)(viii)
      in
      connection with Investments permitted under Section
      6.2(g)(iii),
      to the
      extent that the aggregate amount of such cash deposits at any time does not
      exceed the greater of (i) $300,000,000 and (ii) 15% of the then outstanding
      unrestricted cash balance of the Delta Companies;

     

    (m)   Liens
      on
      Margin Stock, if and to the extent the value of all Margin Stock of Borrower
      and
      its Subsidiaries exceeds 25% of the total assets subject to this Section
      6.7;
      

     

    
      
        
        

      

      
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    (n)    Liens
      on
      real and personal property acquired in connection with acquisitions permitted
      by
      this Article
      6
      to the
      extent such Liens exist on such acquired property at the time of acquisition;
      provided,
      that
      such Liens attach only to the assets (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; 

     

    (o)    Liens
      securing a Permitted Refinancing of Indebtedness, to the extent such
      Indebtedness being refinanced was originally secured in accordance with this
      Section
      6.7;
      provided
      that
      such Lien does not attach to any additional property or assets of Borrower
      or
      any Subsidiary; 

     

    (p)    Liens
      securing the Loans and the other Obligations; 

     

    (q)    any
      Lien
      on any Non-1110 Aviation Assets or Section 1110 Assets securing Indebtedness
      permitted under Section
      6.3(a)(xx)
      or
      created as a result of the restructuring of any operating lease of Non-1110
      Aviation Assets or Section 1110 Assets permitted under Section
      6.3(a)(i);
      provided,
      that
      such Liens attach only to the assets securing the applicable Indebtedness
      permitted under Section
      6.3(a)(i)
      or
(a)(iv);

     

    (r)     Liens
      created after the Closing Date in connection with operating Leases; provided,
      that,
      except in the case of Liens arising under Section 6.7(e), such Liens attach
      only
      to the assets subject to such Lease (including any sublease thereof, other
      assets integral to the use thereof and security deposits from any sublessee
      collaterally assigned for the benefit of lessors); and

     

    (s)    other
      Liens so long as the value of the property subject to such Liens, and the
      Indebtedness and other obligations secured thereby, do not exceed, in the
      aggregate, $2,000,000.

     

    No
      Credit
      Party shall grant, or permit any of its Subsidiaries to grant, except as
      expressly permitted by this Agreement, any Lien on any of its respective assets
      securing the Senior Claims or the Junior Claims (as each such term is defined
      in
      the Skymiles Intercreditor Agreement), as the case may be, to any Person other
      than each of the Administrative Agent and the Skymiles Agent on behalf of the
      applicable Secured Parties (as defined in the Skymiles Intercreditor Agreement),
      subject to the relative priorities set forth in the Skymiles Intercreditor
      Agreement.

     

    6.8    Sale
      of Stock and Assets.

     

    No
      Credit
      Party shall sell, transfer, convey, assign or otherwise dispose of any of its
      properties or other assets, including the Stock of any of its Subsidiaries
      (whether in a public or a private offering or otherwise) or any of its Accounts
      (any such disposition being an “Asset
      Sale”),
      other
      than (without duplication): 

     

    (a)    sales
      and
      other dispositions of assets (excluding those assets subject to clause
      (c)
      or
(i)
      below),
      and swaps, exchanges, interchange or pooling of assets (subject to the
      limitations set forth in the Collateral Documents), in the ordinary course
      of
      business; 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

       

    

    (b)    sales
      or
      dispositions of surplus, obsolete, negligible or uneconomical assets no longer
      used in the business of Borrower and the Guarantors; 

     

    (c)    the
      sale
      or other disposition of any Collateral consisting of (i) up to fifteen (15)
      767-200 aircraft or (ii) other Collateral included in the Term A Borrowing
      Base
      having a book value not exceeding $50,000,000 in the aggregate in any Fiscal
      Year; provided,
      that,
      in each case, any disposition of any such Collateral included in the Term A
      Borrowing Base (other than DFW Assets) may only be sold for value in excess
      of
      the Allocated Amount for such Collateral;

     

    (d)    Excluded
      Sales;

     

    (e)    all
      sales
      of assets of DLMS securing its obligations under the Skymiles
      Facility;

     

    (f)     dispositions
      of Section 1110 Assets or Non-1110 Aviation Assets, consisting of the return
      thereof to the party that had provided financing therefor; provided,
      that
      such dispositions, in the aggregate, shall not materially and adversely affect
      the operations of the Delta Companies, taken as a whole;

     

    (g)    sales
      or
      dispositions of assets among (i) Borrower and the Guarantors or (ii)
      Subsidiaries that are not Guarantors; 

     

    (h)    sales
      or
      dispositions of other assets in arm’s length transactions at fair market value
      in an aggregate amount not to exceed $50,000,000 in the aggregate in any Fiscal
      Year; 

     

    (i)     (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 the Guarantors and (ii) licensing or sublicensing
      of Intellectual Property in the ordinary course of business consistent with
      past
      practices; 

     

    (j)     dispositions
      of assets located outside of the United States in an aggregate amount not to
      exceed $5,000,000; 

     

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

     

    (l)     (i)
      abandonment of Slots, Gates, 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 Projections, (B) in
      connection with the downsizing of any other hub or facility as reflected in
      the
      Projections, which does not materially and adversely affect the business of
      Borrower and the Guarantors, 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 the Guarantors, taken as a whole, (ii)
      transfer or other disposition of Slots to the extent permitted by Section
      7(b)
      of the
      SGR Security Agreement in an aggregate amount not to exceed $25,000,000, (iii)
      exchange of Slots to the extent permitted by Section
      7(c)
      of the
      SGR Security Agreement and (iv) assignments of leases or granting of leases
      of
      (x) Aircraft or Engines to the extent permitted pursuant to the Aircraft
      Mortgage and (y) other aircraft or engines (that do not constitute Collateral)
      in the ordinary course of business;

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

       

    

    (m)   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 a Delta Company was a party as of
      the
      Closing Date; 

     

    (n)    sale-leaseback,
      synthetic lease or similar transactions to the extent not prohibited by Section
      6.12;

     

    (o)    to
      the
      extent not prohibited by Section
      6.18
      or any
      of the Collateral Documents, the disposition of leasehold or similar interests
      in Real Estate that is not Owned Real Estate, 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;


     

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

     

    (q)    any
      Property Loss
      Event (without giving effect to the thresholds set forth in the definition
      thereof); 

     

    (r)    
rejection
      of executory contracts in accordance with an order of the Bankruptcy Court
      to
      the extent such rejections do not, individually or in the aggregate, materially
      and adversely affect the business of Borrower and the Guarantors, taken as
      a
      whole; and

     

    (s)    sale
      of Excluded
      Properties; provided,
      that,
      if such Excluded Properties are included in the Term A Borrowing Base, the
      sale
      price shall be in excess of the Allocated Amount for such Excluded
      Properties.

     

    6.9    [Reserved.]

     

    6.10      
      Financial
      Covenants.

     

    Borrower
      shall not breach or fail to comply with any of the Financial
      Covenants.

     

    6.11      
      Hazardous
      Materials.

     

    No
      Credit
      Party shall cause or knowingly permit a Release of any Hazardous Material on,
      at, in, under, above, to, from or about any of the Real Estate where such
      Release would (a) violate in any respect, or form the basis for any
      Environmental Liabilities under, any Environmental Laws or Environmental Permits
      or (b) otherwise adversely impact the value or marketability of any of the
      Real
      Estate or any of the Collateral, other than in the case of each of clauses
      (a) and (b),
      such
      violations, Releases or Environmental Liabilities that could not reasonably
      be
      expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

       

    

    6.12  
Sale-Leasebacks.

     

    No
      Credit
      Party shall engage in any sale-leaseback, synthetic lease or similar transaction
      involving any of its Primary Gates, Primary Routes, Primary Slots or owned
      assets (including without limitation, any aircraft), except (i) any
      sale-leaseback, synthetic lease or similar transaction permitted by Section
      6.3(a)(i),
      (ii) in
      connection with Section 1110 Assets or Non-1110 Aviation Assets and (iii) any
      sale-leaseback or similar transaction of any owned asset that constitutes a
      fixture on, or that is used primarily in the operation of, leased Real Estate,
      to the extent that such sale-leaseback occurs in connection with an assignment
      or rejection of the lease of such Real Estate followed by a lease-back of all
      or
      a portion of such Real Estate.

     

    6.13   Restricted
      Payments.

     

    No
      Credit
      Party shall make any Restricted Payment, except (a) payments of principal
      of and interest on intercompany loans and advances between Borrower and
      Guarantors to the extent permitted by Section
      6.3,
      (b) dividends and distributions by Subsidiaries of Borrower,
      (c) dividends and distributions by Borrower with respect to its Stock
      payable solely in additional shares of its common Stock, (d) pursuant to
      stock option plans or other benefit plans for management or employees of
      Borrower and its Subsidiaries in a maximum aggregate amount not to exceed
      $2,000,000, (e) the redemption of the Class B shares of Delta Benefits
      Management Inc. held by Aon Group, Inc., pursuant to put and call rights
      existing on the date hereof (f) scheduled payments of interest with respect
      to Permitted Subordinated Indebtedness and any Permitted Refinancing thereof
      (or, subject to any applicable subordination terms, upon acceleration), and
      (g)
      scheduled payments of principal and interest with respect to, and payment of
      fees and other charges required by the terms of, the Post-Petition Skymiles
      Facility (or, subject to the Skymiles Intercreditor Agreement, upon
      acceleration), provided
      that no
      such payments shall be made from proceeds
      of Collateral other than Skymiles Collateral (A) from and after the issuance
      of
      any Notice of Actionable Default and until the withdrawal of all pending Notices
      of Actionable Default or (B) during the period in which the Excess Aggregate
      Cash on Hand is lower than the lesser of (x) $200 million and (y) the aggregate
      amount of “Obligations”
(as
      defined in the Post-Petition Skymiles Facility Documents) arising in connection
      with the Bankruptcy Loans (as defined in the Post-Petition Skymiles Facility
      Documents) outstanding at such time;
      provided
      that
      such Restricted Payments in clause
      (a)
      shall be
      permitted so long as no Event of Default has occurred and is continuing or
      would
      result after giving effect to such Restricted Payments and the Administrative
      Agent shall not have notified Borrower to stop such payments. 

     

    6.14    Change
      of Corporate Name or Location; Change of Fiscal Year.

     

    No
      Credit
      Party shall (a) change its name as it appears in official filings in the state
      of its incorporation or other organization, (b) change its chief executive
      office, principal place of business, corporate offices or warehouses, hangars,
      terminals, maintenance facilities or other locations at which Collateral with
      book value in excess of $5,000,000, individually or in the aggregate, is held
      or
      stored, or the location of its records concerning such Collateral, (c) change
      the type of entity that it is, (d) change its organization identification
      number, if any, issued by its state of incorporation or other organization,
      or
      (e) change its state of incorporation or organization, in each case, without
      at
      least thirty (30) days’ prior written notice to the Administrative Agent;
provided,
      that
      (i) in the case of clauses
      (b)
      or
(e),
      any
      such new location shall be in the continental United States and (ii) the Credit
      Parties shall be in compliance with the Spare Parts Mortgage at all times.
      No
      Credit Party shall change its Fiscal Year.

     

    
      
        
        

      

      
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    6.15   No
      Impairment of Intercompany Transfers.

     

    No
      Credit
      Party shall directly or indirectly enter into or become contractually bound
      by
      any agreement, instrument, indenture or other obligation (other than this
      Agreement, the other Loan Documents and the Post-Petition Skymiles Facility
      Documents) that could directly or indirectly restrict, prohibit or require
      the
      consent of any Person with respect to the payment of dividends or distributions
      by a Credit Party or the making or repayment of intercompany loans by a
      Subsidiary of Borrower to Borrower; other than (a) prohibitions or restrictions
      existing on the Closing Date and listed on Disclosure
      Schedule 6.15,
      and any
      extension or renewal thereof on terms no less favorable to such Credit Party
      and
      (b) prohibitions or restrictions set forth in the Loan Documents or the
      Post-Petition Skymiles Facility Documents (to the extent consistent with such
      provisions in the Loan Documents).

     

    6.16   Limitation
      on Negative Pledge Clauses.

     

    No
      Credit
      Party will enter into any agreement (other than the Loan Documents) with any
      Person which prohibits or limits the ability of such Credit Party to create,
      incur, assume or suffer to exist any Lien securing the Obligations upon any
      of
      its properties, assets or revenues, whether now owned or hereafter acquired,
      other than agreements that contain (a) prohibitions or limitations existing
      on
      the Closing Date and listed on Disclosure
      Schedule 6.16,
      and any
      extension or renewal thereof on terms no less favorable to the Credit Parties,
      (b) prohibitions set forth in the Loan Documents and the Post-Petition Skymiles
      Facility Documents, (c) customary prohibitions, restrictions and conditions
      contained in agreements relating to the sale of a Subsidiary pending such sale;
      provided,
      that
      such restrictions and conditions apply only to the Subsidiary that is to be
      sold
      and such sale is permitted hereunder, (d) prohibitions or restrictions imposed
      by any agreement relating to secured Indebtedness or other obligations permitted
      by this Agreement if such restriction or condition applies only to property
      secured or financed by such Indebtedness or other obligations and (e)
      restrictions prohibiting Liens contained in agreements relating to the use
      and
      occupancy of airport premises and facilities, operating leases, Capital Leases
      or Licenses with respect to properties subject thereto and interests created
      therein.

    


    6.17   No
      Speculative Transactions.

     

    No
      Credit
      Party shall engage in any transaction involving commodity options, futures
      contracts or similar transactions, except solely to hedge in the ordinary course
      of business.

     

    
      
        
        

      

      
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    6.18   Real
      Estate Purchases and Leases.

     

    No
      Credit
      Party shall purchase a fee simple ownership interest in real estate with an
      aggregate purchase price in excess of $30,000,000. No
      Credit
      Party shall modify, amend, extend, cancel, terminate or otherwise change in
      any
      materially adverse manner any term, covenant or condition of any
      lease, sublease, usufruct,
      use agreement or other occupancy or facility agreement affecting its Real Estate
      as of the Closing Date, and no Credit Party shall hereafter enter into any
      new
lease,
      sublease, usufruct,
      use agreement or other occupancy or facility agreement granting such Credit
      Party possessory,
      use
      or
      similar rights in or to any real estate, unless such modification, amendment,
      extension, cancellation, termination or other change, or such new lease,
      sublease, usufruct, use agreement or other occupancy or facility agreement,
      (a)
      is not prohibited by the Collateral Documents, (b) would not have a Material
      Adverse Effect, and (c) would not materially and adversely
      affect the Administrative Agent’s Liens, for the benefit of Secured Parties, in
      the Collateral stored or located at the location to which such modification
      or
      other change, or such new
      lease
      or other agreement relates. Further, no Credit Party shall assign, sublet or
      otherwise dispose of any such lease, sublease, usufruct, use agreement or other
      occupancy or facility agreement to which such Credit Party is now or hereafter
      a
      counterparty, except for an assignment, subletting or disposition that (x)
      is
      not prohibited by Section
      6.8
      or the
      Collateral Documents, (y) would not have a Material Adverse Effect and (z)
      would
      not materially and adversely
      affect the Administrative Agent’s Liens, for the benefit of Secured Parties, in
      the Collateral stored or located at such location.

     

    6.19   Changes
      Relating to Permitted Subordinated Indebtedness and Post-Petition Skymiles
      Facility Documents.

     

    (a)     No
      Credit
      Party shall change or amend the terms of any Permitted Subordinated Indebtedness
      (or any indenture or agreement in connection therewith) if the effect of such
      amendment is to: (i) increase the interest rate on such Permitted Subordinated
      Indebtedness; (ii) change the dates upon which payments of principal or interest
      are due on such Permitted Subordinated Indebtedness other than to extend such
      dates; (iii) change any default or event of default other than to delete or
      make
      less restrictive any default provision therein with respect to such Permitted
      Subordinated Indebtedness; (iv) change the redemption or prepayment provisions
      of such Permitted Subordinated Indebtedness other than to extend the dates
      therefor or to reduce the premiums payable in connection therewith; (v) grant
      any security or collateral to secure payment of such Permitted Subordinated
      Indebtedness; or (vi) change or amend any other term, in each case, if such
      change or amendment would materially increase the obligations of the Credit
      Party thereunder or confer additional material rights on the holder of such
      Permitted Subordinated Indebtedness, in each case, in a manner adverse to any
      Credit Party, the Administrative Agent or any Lender.

     

    (b)     No
      Credit
      Party shall change or amend the terms of the Post-Petition Skymiles Facility
      Documents, if the effect of such amendment is to: (i) increase the interest
      rate
      on the Post-Petition Skymiles Facility; (ii) change the dates upon which
      payments of principal or interest are due on the Post-Petition Skymiles Facility
      other than to extend such dates; (iii) change any default or event of
      default other than to delete or make less restrictive any default provision
      therein with respect to the Post-Petition Skymiles Facility; (iv) change the
      redemption or prepayment provisions of the Post-Petition Skymiles Facility
      other
      than to extend the dates therefor or to reduce the premiums payable in
      connection therewith; (v) grant any security or collateral to secure payment
      of
      the Post-Petition Skymiles Facility; or (vi) change or amend any other term
      if
      such change or amendment would materially increase the obligations of the Credit
      Party thereunder or confer additional material rights on the holder of the
      Post-Petition Skymiles Facility, in each case, in a manner adverse to any Credit
      Party, the Administrative Agent or any Lender.

     

    
      
        
        

      

      
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    6.20   Cancellation
      of Indebtedness.

     

    No
      Credit
      Party shall, nor shall they permit any of its Subsidiaries to, cancel any claim
      or Indebtedness owed to any of them except (i) in the ordinary course of
      business consistent with past practice, (ii) in respect of intercompany
      Indebtedness among the Credit Parties or (iii) negotiated on an arm’s-length
      basis and for consideration reasonably deemed by the Borrower to be
      reasonable.

     

    7.     TERM

     

    7.1     Termination.

     

    The
      financing arrangements contemplated hereby shall be in effect until the Maturity
      Date, and the Loans and all other Obligations shall be automatically due and
      payable in full on such date.

     

    7.2     Survival
      of Obligations Upon Termination of Financing Arrangements.

     

    Except
      as
      otherwise expressly provided for in the Loan Documents, no termination or
      cancellation (regardless of cause or procedure) of any financing arrangement
      under this Agreement shall in any way affect or impair the obligations, duties
      and liabilities of the Credit Parties or the rights of the Administrative Agent
      and the Lenders relating to any unpaid portion of the Loans or any other
      Obligations, due or not due, liquidated, contingent or unliquidated or any
      transaction or event occurring prior to such termination, or any transaction
      or
      event, the performance of which is required after the Maturity Date. Except
      as
      otherwise expressly provided herein or in any other Loan Document, all
      undertakings, agreements, covenants, warranties and representations of or
      binding upon the Credit Parties, and all rights of the Administrative Agent
      and
      each Lender, all as contained in the Loan Documents, shall not terminate or
      expire, but rather shall survive any such termination or cancellation and shall
      continue in full force and effect until the Termination Date; provided,
      that
      the provisions of Article
      13,
      the
      payment obligations under Sections
      1.13 and 1.14,
      and the
      indemnities contained in the Loan Documents shall survive the Termination
      Date.

     

    8.     EVENTS
      OF
      DEFAULT; RIGHTS AND REMEDIES

     

    8.1     Events
      of Default.

     

    The
      occurrence of any one or more of the following events (regardless of the reason
      therefor) shall constitute an “Event
      of Default”
      hereunder:

     

    (a)     Borrower
      (i)
      fails to make any payment of principal of the Loans or
      any
      Letter of Credit Obligation when
      due
      and payable, (ii) fails to make any payment of interest on, or Fees owing in
      respect of, the Loans or any of the other Obligations within three (3) Business
      Days of the date when due and payable, or (iii) fails to pay or reimburse the
      Administrative Agent or any L/C Issuer or Lender for any expense reimbursable
      hereunder or under any other Loan Document within ten (10) days following the
      demand for such reimbursement or payment of expenses.

     

    
      
        
        

      

      
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    (b)     Any
      Credit
      Party fails or neglects to perform, keep or observe any of the provisions of
      Sections
      1.2, 1.3,
      1.4,
      5.4,
      5.14,
      5.16
      or
Article
      6,
      the
      reporting requirements of Section
      5.15,
      the
      insurance provisions in the Collateral Documents or any of the provisions set
      forth in Annexes
      C
      or
G,
      respectively. 

     

    (c)     Borrower
      fails or neglects to perform, keep or observe any of the provisions of
Section
      4.1
      or any
      provisions set forth in Annexes
      E or F,
      respectively, and the same shall remain unremedied for three (3) Business Days
      or more. 

     

    (d)     (x)
      Borrower
      fails to perform or observe any covenant, condition or agreement to be performed
      or observed by it under the Aircraft Mortgage, and such failure continues
      unremedied for a period of sixty (60) days after receipt by Borrower of a notice
      thereof from the Administrative Agent (such failure, a “Maintenance
      Default”);
      provided
      that, if
      Borrower shall have undertaken to cure any such failure which arises under
      Sections
      7.02 or 7.04
      of the
      Aircraft Mortgage as those sections relate to maintenance, service, repair
      or
      overhauls and such failure is capable of being remedied, no such failure shall
      constitute an Event of Default for a period of ninety (90) days after such
      notice is received by Borrower (“Maintenance
      Cure Period”)
      so
      long as Borrower is diligently proceeding to remedy such failure; provided
      further
      that, if not cured, such failure shall constitute an Event of Default if not
      remedied within 180 days after receipt by Borrower of such notice of a
      Maintenance Default or (y) any Credit Party fails or neglects to perform, keep
      or observe any other provision of this Agreement, any of the other Loan
      Documents or the Collateral Documents (other than any provision embodied in
      or
      covered by any other clause of this Section
      8.1)
      and the
      same shall remain unremedied for thirty (30) days or more.

     

    (e)     Except
      for defaults resulting directly from the commencement of the Cases and defaults
      resulting from obligations (other than the Obligations) with respect to which
      the Bankruptcy Code prohibits any Credit Party from complying or permits an
      Credit Party not to comply, a default or breach occurs under any other
      agreement, document or instrument to which any Credit Party is a party that
      is
      not cured within any applicable grace period therefor, and such default or
      breach (i) involves the failure to make any payment when due in respect of
      any
      post-petition Indebtedness or Guaranteed Indebtedness (other than the
      Obligations) of any Credit Party in excess of $25,000,000 in the aggregate
      (including (x) undrawn committed or available amounts and (y) amounts owing
      to
      all creditors under any combined or syndicated credit arrangements), or (ii)
      causes, or permits any holder of such Indebtedness or Guaranteed Indebtedness
      or
      a trustee to cause, post-petition Indebtedness or Guaranteed Indebtedness or
      a
      portion thereof in excess of $25,000,000 in the aggregate to become due prior
      to
      its stated maturity or prior to its regularly scheduled dates of payment, or
      cash collateral to be demanded in respect thereof, in each case, regardless
      of
      whether such default is waived, or such right is exercised, by such holder
      or
      trustee. 

     

    (f)     Any
      information contained in any Borrowing Base Certificate is untrue or incorrect
      in any material respect, or any representation or warranty herein or in any
      Loan
      Document or in any written statement, report, financial statement or certificate
      (other than a Borrowing Base Certificate) made or delivered to the
      Administrative Agent or any Lender by any Credit Party is untrue or incorrect
      in
      any material respect, in each case, as of the date when made or deemed
      made.

     

    
      
        
        

      

      
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    (g)     [Reserved].

     

    (h)     The
      Loan
      Documents and the Final Order shall, for any reason,
      cease to
      create a valid Lien
      on
      any of the
      Collateral purported to be covered thereby or
      such
      Lien shall
      cease to
      be a perfected Lien
      having the priority provided for herein and in the Final Order, or any Credit
      Party shall so allege in any pleading filed in any court or any
      material
      provision of any Loan Document
      shall,
      for any reason,
      cease to
      be valid and binding on
      each
      Credit
      Party party thereto
      (or any
      Credit Party shall challenge the enforceability of any Loan Document or shall
      assert in writing, or engage in any action or inaction based on any such
      assertion, that any provision of any of the Loan Documents has ceased to be
      or
      otherwise is not valid, binding and enforceable in accordance with its
      terms).

     

    (i)     
A
      final
      unstayed judgment or judgments for the payment of money in excess of $10,000,000
      in the aggregate at any time are outstanding against one or more of the Credit
      Parties (which judgments are not covered by insurance policies as to which
      liability has been accepted by the insurance carrier), and the same are not,
      within thirty (30) days after the entry thereof, discharged or bonded pending
      appeal, or such judgments are not discharged prior to the expiration of any
      such
      stay.

     

    (j)     
Suspension
      of all or substantially all of the Credit Parties' flight and other operations
      for longer than two days (excluding, however, any such suspension as a result
      of
      an order by an Aviation Authority due to a force majeure or any other
      extraordinary event similarly affecting all major U.S. commercial carriers)
      or
      entry of an order by the Bankruptcy Court authorizing the same.

     

    (k)     Any
      Change of
      Control occurs.

     

    (l)     
Any
      Air
      Carrier shall cease to be a Certificated Air Carrier or a “citizen
      of the United States”
as
      defined in Section 40102(a)(15) of Title 49.

     

    (m)     (i)
      In the
      case of any Primary Route, any applicable Aviation Authority revokes, terminates
      or cancels any Credit Party’s Permits to use, occupy or maintain such Primary
      Route, whether as a result of any revocation, termination or cancellation of
      any
      Primary Gate, Primary Slot or otherwise; (ii) in the case of any Primary Slot,
      any applicable Aviation Authority revokes, terminates or cancels any Credit
      Party’s Permits to use, occupy or maintain such Primary Slot or any Credit Party
      surrenders such Primary Slot to the applicable Aviation Authority; provided,
      that an
      Event of Default shall not occur under this clause
      (m)(ii)
      if the
      aggregate value of all such Primary Slots that have been revoked, terminated,
      surrendered or canceled does not exceed an amount equal to the sum of (i)
      $25,000,000 plus
      (ii) the
      lesser of (x) the amount of cash and Cash Equivalents held in the SGR Cash
      Collateral Account and (y) $25,000,000; provided,
      further,
      that,
      in the event the Administrative Agent, in its reasonable discretion, determines
      that the aggregate value of all such Primary Slots that have been revoked,
      terminated, surrendered or canceled exceeds $25,000,000, the Administrative
      Agent shall promptly request an appraisal from an Appraiser,
      and
      each Credit Party shall permit such appraisals to be conducted, for purposes
      of
      determining such value.

     

    
      
        
        

      

      
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    (n)     In
      the
      case of any other Slots, Gates or Routes, any applicable Aviation Authority
      modifies, suspends, revokes, terminates, cancels or otherwise takes any action
      that adversely affects any Credit Party’s Permits or any Credit Party’s use or
      occupation or maintenance of such Slots, Gates and Routes due to any Credit
      Party’s failure to abide by applicable law or any contract governing the use of
      such Slots, Gates and Routes, or any Credit Party otherwise ceases to use,
      occupy or maintain such Slots, Gates and Routes, and any event referred to
      in
      this clause
      (n)
      could
      reasonably be expected to have a Material Adverse Effect.
      

     

    (o)     Any
      Lien
      shall arise on the assets of any Credit Party in favor of the PBGC or an ERISA
      Plan and such lien has not been stayed pursuant to the Bankruptcy Code, but
      only
      to the extent that such Lien could reasonably be expected to result in liability
      to any Credit Party in an amount which would exceed $1,000,000.

     

    (p)     Any
      of
      the Cases shall be dismissed (or the Bankruptcy Court shall make a ruling
      requiring the dismissal of the Cases) or converted to a case under chapter
      7 of
      the Bankruptcy Code (except to the extent the disposition of assets upon such
      liquidation would be permitted under Section
      6.8),
      or any
      Credit Party shall file any pleading requesting any such relief; a
      trustee
      under chapter 7 or chapter 11 of the Bankruptcy Code, a responsible officer
      or
      an examiner with enlarged powers relating to the operation of the business
      (powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy
      Code) under section 1106(b) of the Bankruptcy Code shall be appointed in any
      of
      the Cases; or
      an
      application shall be filed by any Credit Party for the approval of, or the
      Court
      shall enter an order granting, (i) other than any Claim of Amex under the
      Post-Petition Skymiles Facility Documents with respect to the Skymiles
      Collateral, any other Claim having priority senior to or pari
      passu with
      the
      claims of the Administrative Agent and the Lenders under the Loan
      Documents
      or,
      without the prior written consent of the Administrative Agent, any other claim
      having priority over any or all administrative expenses of the kind specified
      in
      sections 503(b) or 507(b) of the Bankruptcy Code (other
      than the Carve-Out) or (ii) any Lien on the Collateral having a priority senior
      to or pari passu with the Liens and security interests granted herein, except
      the Liens on Skymiles Collateral securing the obligations under the
      Post-Petition Skymiles Facility and except as otherwise expressly provided
      herein.

     

    (q)     Any
      Credit
      Party shall file a motion seeking, or the Bankruptcy Court shall enter, an
      order
      (i) approving any payment (as adequate protection or otherwise) on account
      of
      any Claim against any Credit Party arising or deemed to have arisen prior to
      the
      Petition Date, other than a Permitted Prepetition Payment, (ii) approving
      any other First Day Order not reasonably acceptable to the Administrative Agent,
      (iii) granting relief from the automatic stay applicable under section 362
      of
      the Bankruptcy Code to any holder of any security interest to permit foreclosure
      or obtain liens on any assets which have a value in excess of $10,000,000
(it
      being
      understood that neither the relinquishment by the Borrower or Guarantors of
      Section 1110 Assets, nor the foreclosure of security interests in Section 1110
      Assets (or in property in the possession of the applicable secured party) as
      to
      which defaults have not been cured pursuant to Section 1110 of the Bankruptcy
      Code, shall be considered to be included in this paragraph) provided
      that, if
      any Credit Party would otherwise be permitted under this Agreement to make
      a
      payment to the holder of a security interest in cash or Cash Equivalents
      (“Cash
      Collateral”),
      and
      the obligation to make such payment is secured by such Cash Collateral, then
      in
      lieu of making such payment, such Credit Party may direct or authorize such
      secured party to, and such secured party may, apply such Cash Collateral to
      satisfy such payment obligation (including by way of setoff against or
      foreclosure on such Cash Collateral), (iv) authorizing the sale of all or
      substantially all of Borrower’s assets (unless such order contemplates payment
      in full in cash of the Obligations upon consummation of such sale, whether
      pursuant to a Plan of Reorganization or otherwise) or (v)
      except to the extent the disposition of assets upon such liquidation would
      be
      permitted under Section
      6.8,
      approving the implementation of liquidation under chapter 11 of the Bankruptcy
      Code in any Case; or

     

    
      
        
        

      

      
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    (r)     
(i)
      The
      Final Order shall cease to be in full force and effect, or (ii) any Credit
      Party
      shall fail to comply with the terms of the Final Order in any material respect,
      or (iii) the Final Order shall be amended, supplemented, stayed, reversed,
      vacated or otherwise modified (or any of the Credit Parties shall apply for
      authority to do so) in
      any
      manner that affects the rights or duties of the Administrative Agent, the
      Arrangers or the Lenders, in each case, without the prior written consent of
      the
      Administrative Agent.

     

    8.2     Remedies.

     

    (a)     If
      any
      Event of Default has occurred and is continuing, without
      further order of, application to, or action by, the Bankruptcy Court,
the
      Administrative Agent may (and at the written request of any of the Requisite
      Term A Lenders, the Requisite Term B Lenders or the Requisite Term C Lenders
      shall), without notice except as otherwise expressly provided herein, increase
      the rate of interest applicable to the Loans to the Default Rate.

     

    (b)     If
      any
      Event of Default has occurred and is continuing, without
      further order of, application to, or action by, the Bankruptcy Court, (i)
the
      Administrative Agent may (and at the written request of (A) the Requisite
      Lenders or (B) after 120 days following the occurrence of such Event of Default,
      any of the Requisite Term A Lenders, the Requisite Term B Lenders or the
      Requisite Term C Lenders, shall), without notice, declare all or any portion
      of
      the Obligations, including all or any portion of any Loan to be forthwith due
      and payable, all without presentment, demand, protest or further notice of
      any
      kind, all of which are expressly waived by Borrower and each other Credit Party;
      or (ii) the Administrative Agent may (and at the written request of the
      Requisite Lenders, shall), without notice except as required by the Final Order,
      exercise any rights and remedies provided to the Administrative Agent under
      the
      Loan Documents or at law or equity, including all remedies provided under the
      Code.

     

    (c)     In
      addition, subject solely to any requirement of the giving of notice by the
      terms
      of the Final Order, the automatic stay provided in section 362 of the Bankruptcy
      Code shall be deemed automatically vacated without further action or order
      of
      the Bankruptcy Court and
      the
      Administrative Agent and
      the
      Lenders shall be entitled to
      exercise
all
      of
      their respective rights and remedies under the Loan Documents, including,
      without limitation, all rights and remedies with respect to the Collateral
      and
      the Guarantors.

     

    8.3     Waivers
      by Credit Parties.

     

    Except
      as
      otherwise provided for in this Agreement, by applicable law or the Final Order,
      each Credit Party waives: (a) presentment, demand and protest and notice of
      presentment, dishonor, notice of intent to accelerate, notice of acceleration,
      protest, default, nonpayment, maturity, release, compromise, settlement,
      extension or renewal of any or all commercial paper, accounts, contract rights,
      documents, instruments, chattel paper and guaranties at any time held by the
      Administrative Agent on which any Credit Party may in any way be liable, and
      hereby ratifies and confirms whatever the Administrative Agent may do in this
      regard, (b) all rights to notice and a hearing prior to the Administrative
      Agent’s taking possession or control of, or to the Administrative Agent’s
      replevy, attachment or levy upon, the Collateral or any bond or security that
      might be required by any court prior to allowing the Administrative Agent to
      exercise any of their remedies, and (c) the benefit of all valuation, appraisal,
      marshaling and exemption laws.

     

    
      
        
        

      

      
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    9.     GUARANTY

     

    9.1     Guaranty
      of Obligations of Borrower.
      Each
      Guarantor hereby jointly and severally unconditionally guarantees to Secured
      Parties, and their respective successors, endorsees, transferees and assigns,
      the prompt payment (whether at stated maturity, by acceleration or otherwise)
      and performance of the Obligations of Borrower. Guarantors agree that this
      Agreement is a guaranty of payment and performance and not of collection, and
      that their obligations under this Agreement shall be primary, absolute and
      unconditional, irrespective of, and unaffected by:

     

    (a)     the
      genuineness, validity, regularity, enforceability or any future amendment of,
      or
      change in any other Loan Document or any other agreement, document or instrument
      to which any Credit Party and/or Guarantors are or may become a
      party;

     

    (b)     the
      absence
      of any action to enforce any other Loan Document or the waiver or consent by
      any
      Secured Party with respect to any of the provisions thereof;

     

    (c)     the
      existence, value or condition of, or failure to perfect its Lien against, any
      Collateral for the Obligations or any action, or the absence of any action,
      by
      Secured Parties in respect thereof (including, without limitation, the release
      of any such security); 

     

    (d)     the
      insolvency of any Credit Party; or 

     

    (e)     any
      other
      action or circumstances which might otherwise constitute a legal or equitable
      discharge or defense of a surety or guarantor,

     

    it
      being
      agreed by each Guarantor that its obligations under this Agreement shall not
      be
      discharged until the Termination Date. Each Guarantor shall be regarded, and
      shall be in the same position, as principal debtor with respect to the
      Obligations. Each Guarantor agrees that any notice or directive given at any
      time to Secured Parties which is inconsistent with the waiver in the immediately
      preceding sentence shall be null and void and may be ignored by Secured Parties,
      and, in addition, may not be pleaded or introduced as evidence in any litigation
      relating to this Agreement for the reason that such pleading or introduction
      would be at variance with the written terms of this Agreement, unless Secured
      Parties have specifically agreed otherwise in writing. It is agreed among each
      Guarantor and Secured Parties that the foregoing waivers are of the essence
      of
      the transaction contemplated by the Loan Documents and that, but for this
      Agreement and such waivers, Secured Parties would decline to enter into this
      Agreement.

     

    
      
        
        

      

      
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    9.2     Demand
      by Secured Parties.
      In
      addition to the terms of the Guaranty set forth in Section
      9.1
      hereof,
      and in no manner imposing any limitation on such terms, it is expressly
      understood and agreed that, if, at any time, the outstanding principal amount
      of
      the Obligations under this Agreement (including all accrued interest thereon)
      is
      declared to be immediately due and payable, then Guarantors shall, without
      demand (except as required by the Final Order), pay to the holders of the
      Obligations the entire amount of the outstanding Obligations due and owing
      to
      such holders. Payment by Guarantors shall be made to Administrative Agent in
      immediately available federal funds to the Cash Collateral Account and applied
      to the Obligations in accordance with Section 1.3.

     

    9.3     Enforcement
      of Guaranty.
      In no
      event shall any Secured Party have any obligation (although it is entitled,
      at
      its option) to proceed against Borrower or any other Credit Party or any
      Collateral pledged to secure Obligations before seeking satisfaction from any
      or
      all of the Guarantors, and Secured Parties may proceed, prior or subsequent
      to,
      or simultaneously with, the enforcement of Secured Parties’ rights hereunder, to
      exercise any right or remedy which it may have against any Collateral, as a
      result of any Lien it may have as security for all or any portion of the
      Obligations.

     

    9.4     Waiver.
      In
      addition to the waivers contained in Section
      9.1
      hereof,
      Guarantors waive, and agree that they shall not at any time insist upon, plead
      or in any manner whatever claim or take the benefit or advantage of, any
      appraisal, valuation, stay, extension, marshaling of assets or redemption laws,
      or exemption, whether now or at any time hereafter in force, which may delay,
      prevent or otherwise affect the performance by Guarantors of their Obligations
      under, or the enforcement by Secured Parties of, this Agreement. Guarantors
      hereby waive diligence, presentment and demand (whether for non-payment or
      protest or of acceptance, maturity, extension of time, change in nature or
      form
      of the Obligations, acceptance of further security, release of further security,
      composition or agreement arrived at as to the amount of, or the terms of, the
      Obligations, notice of adverse change in Borrower’s financial condition or any
      other fact which might increase the risk to Guarantors) with respect to any
      of
      the Obligations or all other demands whatsoever and waive the benefit of all
      provisions of law which are or might be in conflict with the terms of this
      Agreement. Guarantors represent, warrant and jointly and severally agree that,
      as of the date of this Agreement, their obligations under this Agreement are
      not
      subject to any offsets or defenses against Secured Parties or any Credit Party
      of any kind. Guarantors further jointly and severally agree that their
      obligations under this Agreement shall not be subject to any counterclaims
      or
      offsets or defenses against Secured Parties or against any Credit Party of
      any
      kind which may arise in the future.

     

    9.5     Benefit
      of Guaranty.
      The
      provisions of this Agreement are for the benefit of Secured Parties and their
      respective successors, transferees, endorsees and assigns, and nothing herein
      contained shall impair, as between any Credit Party and Secured Parties, the
      obligations of any Credit Party under the Loan Documents. In the event all
      or
      any part of the Obligations are transferred, indorsed or assigned by any Secured
      Party to any Person or Persons, any reference to “Secured
      Party”
herein
      shall be deemed to refer equally to such Person or Persons.

     

    
      
        
        

      

      
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    9.6     Modification
      of Obligations, Etc.
      Each
      Guarantor hereby acknowledges and agrees that Secured Parties may at any time
      or
      from time to time, with or without the consent of, or notice to, Guarantors
      or
      any of them:

     

    (a)     change
      or
      extend the manner, place or terms of payment of, or renew or alter all or any
      portion of, the Obligations;

     

    (b)     take
      any
      action under or in respect of the Loan Documents in the exercise of any remedy,
      power or privilege contained therein or available to it at law, equity or
      otherwise, or waive or refrain from exercising any such remedies, powers or
      privileges;

     

    (c)     amend
      or
      modify, in any manner whatsoever, the Loan Documents, other than this
Article
      9;

     

    (d)     extend
      or
      waive the time for any Credit Party’s performance of, or compliance with, any
      term, covenant or agreement on its part to be performed or observed under the
      Loan Documents, or waive such performance or compliance or consent to a failure
      of, or departure from, such performance or compliance;

     

    (e)     take
      and hold
      Collateral for the payment of the Obligations guaranteed hereby or sell,
      exchange, release, dispose of, or otherwise deal with, any property pledged,
      mortgaged or conveyed, or in which Secured Parties have been granted a Lien,
      to
      secure any Obligations;

     

    (f)     
release
      anyone who may be liable in any manner for the payment of any amounts owed
      by
      other Guarantors or any other Credit Party to any Secured Party;

     

    (g)     modify
      or
      terminate the terms of any intercreditor or subordination agreement pursuant
      to
      which claims of other creditors of any Guarantor or any Credit Party are
      subordinated to the claims of Secured Parties; and/or

     

    (h)     apply
      any
      sums by whomever paid or however realized to any amounts owing by any other
      Guarantor or any other Credit Party to any Secured Party in such manner as
      any
      Secured Party shall determine in its discretion;

     

    and
      Secured Parties shall not incur any liability to Guarantors as a result thereof,
      and no such action shall impair or release the Obligations of Guarantors or
      any
      of them under this Agreement.

     

    9.7     Waiver
      of Subrogation, Etc.
      Notwithstanding anything to the contrary in this Agreement, or in any other
      Loan
      Document, each Guarantor hereby:

     

    (a)     expressly
      and irrevocably waives, on behalf of itself and its successors and assigns
      (including any surety), any and all rights at law or in equity to subrogation,
      to reimbursement, to exoneration, to contribution, to indemnification, to set
      off or to any other rights that could accrue to a surety against a principal,
      to
      a guarantor against a principal, to a guarantor against a maker or obligor,
      to
      an accommodation party against the party accommodated, to a holder or transferee
      against a maker, or to the holder of any claim against any Person, and which
      such Guarantor may have or hereafter acquire against any Credit Party in
      connection with or as a result of such Guarantor’s execution, delivery and/or
      performance of this Agreement, or any other documents to which such Guarantor
      is
      a party or otherwise; and

     

    
      
        
        

      

      
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    (b)     acknowledges
      and agrees that this waiver is intended to benefit Secured Parties and shall
      not
      limit or otherwise effect any Guarantor’s liability hereunder or the
      enforceability of this Agreement and their rights under this Section
      9.7
      shall
      survive payment in full of the Obligations.

     

    9.8     Election
      of Remedies.
      If
      Administrative Agent may, under applicable law, proceed to realize benefits
      under any of the Loan Documents giving Secured Parties a Lien upon any
      Collateral owned by any Credit Party, either by judicial foreclosure or by
      non-judicial sale or enforcement, Administrative Agent may, at its sole option,
      determine which of such remedies or rights it may pursue without affecting
      any
      of such rights and remedies under this Agreement. If, in the exercise of any
      of
      its rights and remedies, Administrative Agent shall forfeit any of its rights
      or
      remedies, including its right to enter a deficiency judgment against any Credit
      Party, whether because of any applicable laws pertaining to “election
      of remedies”
or
      the
      like, Guarantors hereby consent to such action by Administrative Agent and
      waive
      any claim based upon such action, even if such action by Administrative Agent
      shall result in a full or partial loss of any rights of subrogation which
      Guarantors might otherwise have had but for such action by Administrative Agent.
      Any election of remedies which results in the denial or impairment of the right
      of Administrative Agent to seek a deficiency judgment against any Credit Party
      shall not impair each Guarantor’s obligation to pay the full amount of the
      Obligations. In the event Administrative Agent shall bid at any foreclosure
      or
      trustee’s sale or at any private sale permitted by law or the Loan Documents,
      Administrative Agent may bid all or less than the amount of the Obligations
      and
      the amount of such bid need not be paid by Administrative Agent but shall be
      credited against the Obligations in accordance with Section 1.3.
      The
      amount of the successful bid at any such sale shall be conclusively deemed
      to be
      the fair market value of the Collateral and the difference between such bid
      amount and the remaining balance of the Obligations shall be conclusively deemed
      to be the amount of the Obligations guaranteed under this Agreement,
      notwithstanding that any present or future law or court decision or ruling
      may
      have the effect of reducing the amount of any deficiency claim to which Secured
      Parties might otherwise be entitled but for such bidding at any such
      sale.

     

    
      
        
        

      

      
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    10.     SECURITY

     

    10.1   Security. 

     

    (a)     To
      secure
      the prompt and complete payment, performance and observance of all of the
      Obligations, in addition to other “Collateral”
upon
      which a Lien is granted under the other Collateral Documents, each Credit Party
      hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers
      to Administrative Agent, for itself and for the benefit of the Secured Parties,
      a first priority Lien (subject only to (i) the Liens of the Skymiles Agent
      in
      the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form
      and
      substance satisfactory to the Administrative Agent, (ii) valid, perfected,
      nonavoidable and enforceable Liens existing as of the Petition Date, (iii)
      valid
      liens in existence at the commencement of the Cases to the extent perfected
      subsequent to such commencement as permitted by Section 546(b) of the Code,
      (iv)
      the Carve-Out and (v) Permitted Liens permitted pursuant to Section
      6.7(a),
      (c),
      (e),
      (f),
      (i),
      (j)
      (subject, in the case of Amex, to the Skymiles Intercreditor Agreement),
(n),
      (o),
      (q),
      (r)
      or
(s))
      in
      accordance with sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code upon
      all
      of the following property now owned or at any time hereafter acquired by a
      Credit Party or in which such Credit Party now has or at any time in the future
      may acquire any right, title or interest (capitalized terms contained in this
      section, unless the context indicates otherwise, or unless defined elsewhere
      herein, have the meanings provided for in the Code to the extent the same is
      used or defined therein):

     

    (i)     
all
      Accounts;

     

    (ii)     all
      Chattel
      Paper;

     

    (iii)    all
      Documents;

     

    (iv)    all
      General Intangibles (including payment intangibles and Software);

     

    (v)     all
      Goods, Inventory and Equipment, including spare parts, Flight Simulators and
      Tooling, and other personal property, whether tangible or intangible or wherever
      located;

     

    (vi)    all
      Instruments;

     

    (vii)   all
      Investment Property;

     

    (viii)    
        all
      Vehicles;

     

    (ix)    
all
      real
      property (subject to Section
      5.12(b));

     

    (x)    
       the
      commercial tort claims described on Disclosure
      Schedule 10.1;
      

     

    (xi)    
all
      Deposit Accounts of any Credit Party, including all Blocked Accounts,
      Concentration Accounts and all other bank accounts and all deposits
      therein;

     

    (xii)
         all
      money, cash or cash equivalents of any Credit Party;

     

    (xiii)  
           all
      Supporting Obligations and Letter of Credit Rights of any Credit
      Party;

     

    (xiv)    
         to
      the
      extent not otherwise included, all monies and other property of any kind which
      is, after the Petition Date, received by such Credit Party in connection with
      refunds with respect to taxes, assessments and governmental charges imposed
      on
      such Credit Party or any of its property or income;

     

    (xv)        
      to
      the
      extent not otherwise included, all causes of action (other than claims of the
      Credit Parties under Sections 502(d), 544, 545, 547, 548 and 550 of the
      Bankruptcy Code) and all monies and other property of any kind received
      therefrom, and all monies and other property of any kind recovered by any Credit
      Party; and 

     

    
      
        
        

      

      
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    (xvi)      
       all
      property of any Credit Party held by the Administrative Agent or any other
      Secured Party, including all property of every description, in the possession
      or
      custody of or in transit to the Administrative Agent or such Secured Party
      for
      any purpose, including safekeeping, collection or pledge, for the account of
      such Credit Party or as to which such Credit Party may have any right or power;
      

     

    (xvii)      
      to
      the
      extent not otherwise included, all Proceeds of each of the foregoing, tort
      claims, insurance claims and other rights to payment not otherwise included
      in
      the foregoing and products of the foregoing and all accessions to, substitutions
      and replacements for, and rents and profits of, each of the
      foregoing;

     

    provided,
      that
“Collateral”
shall
      not include (i) the Excluded Collateral provided that if and when any property
      shall cease to be Excluded Collateral, such property shall be deemed at all
      times from and after the date such property ceased to be Excluded Collateral
      to
      constitute Collateral and (ii) any General Intangibles or other rights arising
      under any contract, instrument, license or other document if the grant of a
      security interest therein would constitute a breach or violation of a valid
      and
      effective restriction in favor of a third party, but only to the extent, and
      for
      so long as, in the case of clause
      (ii)
      such
      restriction is not terminated or rendered unenforceable or otherwise deemed
      ineffective by any applicable law.

     

    (b)     [Reserved].

     

    (c)     To
      the
      extent a security interest hereunder would be created in any asset in which
      a
      security interest is created under any Collateral Document, the rights, remedies
      and obligations of the relevant Credit Party and the Secured Parties with
      respect to such asset shall be governed by such Collateral Document and not
      this
      Agreement.

     

    
      
        
        

      

      
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    10.2   Perfection
      of Security Interests.

     

    (a)     At
      any
      time and from time to time, upon the reasonable request of the Administrative
      Agent and at the sole expense of the Credit Parties, each Credit Party shall
      promptly and duly execute and deliver any and all such further instruments
      and
      documents and take such further actions as the
      Administrative Agent
      may deem
      desirable to obtain the full benefits of any security interest granted or
      purported to be granted by such Credit Party hereunder and of the rights and
      powers herein granted, including (i) upon the reasonable request of the
      Administrative Agent, using its commercially reasonable efforts to secure all
      consents and approvals necessary or appropriate for the assignment to or for
      the
      benefit of Administrative Agent of any License or Contract held by such Credit
      Party and to enforce the security interests granted hereunder, (ii) unless
      Administrative Agent shall otherwise consent in writing (which consent may
      be
      revoked), delivering to Administrative Agent all Collateral consisting of
      negotiable Documents and certificated securities (in each case, accompanied
      by
      stock powers, allonges or other instruments of transfer executed in blank)
      promptly after such Credit Party receives the same, (iii) delivering any
      requested Chattel Paper or Instrument to Administrative Agent (in each case
      accompanied by instruments of transfer executed in blank), (iv) obtaining or
      using commercially reasonable efforts to obtain, (A) waivers
      or subordinations of Liens from landlords at locations required by Section
      5.8
      of this
      Agreement and (B) signed acknowledgements of Administrative Agent’s Liens from
      bailees at locations required by Section
      5.8
      of this
      Agreement having possession of any Credit Party’s Goods that they hold for the
      benefit of Secured Parties, (v) to the extent required by this Agreement and
      not
      waived by Administrative Agent in writing (which waiver may be revoked)
      obtaining authenticated Control Letters from each issuer of uncertificated
      securities, securities intermediary, or commodities intermediary issuing or
      holding any financial assets or commodities, in each case constituting
      Collateral, to or for any Credit Party; provided, that the Administrative Agent
      shall not deliver a notice that it is exercising exclusive control over any
      financial assets or commodities to any such issuer, securities intermediary
      or
      commodities intermediary unless an Event of Default has occurred and is
      continuing, (vi) in accordance with and to the extent required by Annex C
      to this Agreement, obtaining a blocked account or similar agreement with each
      bank or financial institution holding a Deposit Account for such Credit Party;
      provided, that the Administrative Agent shall not deliver a notice that it
      is
      exercising exclusive control over any Deposit Account to any such bank or
      financial institution unless an Event of Default has occurred and is continuing,
      (vii) for each Credit Party that is or becomes the beneficiary of a letter
      of
      credit with a face amount in excess of $1,000,000, promptly, and in any event
      within two (2) Business Days after becoming a beneficiary, notifying
      Administrative Agent thereof and thereafter, unless the related Letter-of-Credit
      Rights constitute a Supporting Obligation for which Administrative Agent’s
      security interest is perfected, using its commercially reasonable efforts to
      cause the issuer and/or confirmation bank with respect to such Letter-of-Credit
      Rights to enter into a tri-party agreement with Administrative Agent assigning
      such Letter-of-Credit Rights to Administrative Agent and directing all payments
      thereunder to a Blocked Account, all in form and substance reasonably
      satisfactory to Administrative Agent, (viii) taking all steps necessary to
      grant
      the Administrative Agent control of all electronic chattel paper in accordance
      with the Code and all “transferable
      records”
as
      defined in each of the Uniform Electronic Transactions Act and the Electronic
      Signatures in Global and National Commerce Act, (ix) promptly, and in any event
      within five (5) Business Days after the same is acquired by it, notifying the
      Administrative Agent of any commercial tort claim (as defined in the Code)
      involving a claim of more than $1,000,000 acquired by it and if requested by
      the
      Administrative Agent, entering into a supplement to this Agreement, granting
      to
      Administrative Agent a Lien in such commercial tort claim, (x) maintaining
      complete and accurate stock records, (xi) except as otherwise provided in
clause
      (vii)
      hereof,
      delivering to the Administrative Agent all documents, certificates and
      Instruments necessary or desirable to perfect the Administrative Agent’s Lien on
      letters of credit on which such Credit Party is named as beneficiary and all
      acceptances issued in connection therewith and (xii) taking such other
      steps as are deemed necessary or desirable to maintain the Administrative
      Agent’s security interest in the Collateral.

     

    
      
        
        

      

      
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    (b)     Each
      Credit Party hereby irrevocably authorizes the Administrative Agent at any
      time
      and from time to time to file in any filing office in any Uniform Commercial
      Code jurisdiction any initial financing statements and amendments thereto that
      (a) indicate the Collateral (i) as all assets of such Credit Party or words
      of
      similar effect, regardless of whether any particular asset comprised in the
      Collateral falls within the scope of Article 9 of the Code in such jurisdiction,
      or (ii) as being of an equal or lesser scope or with greater detail, and (b)
      contain any other information required by part 5 of Article 9 of the Code for
      the sufficiency or filing office acceptance of any financing statement or
      amendment, including (i) whether such Credit Party is an organization, the
      type
      of organization and any organization identification number issued to such Credit
      Party, and (ii) in the case of a financing statement filed as a fixture filing,
      a sufficient description of real property to which the Collateral relates.
      Each
      Credit Party agrees to furnish any such information to the Administrative Agent
      promptly upon request. Each Credit Party also ratifies its authorization for
      the
      Administrative Agent to have filed in any Uniform Commercial Code jurisdiction
      any initial financing statements or amendments thereto if filed prior to the
      date hereof.

     

    (c)     Notwithstanding
      subsections (a) and (b) of this Section
      10.2,
      or any
      failure on the part of any Credit Party or the Administrative Agent to take
      any
      of the actions set forth in such subsections, the Liens and security interests
      granted herein shall be deemed valid, enforceable and perfected by entry of
      the
      Final Order. No financing statement, notice of lien, mortgage, deed of trust
      or
      similar instrument in any jurisdiction or filing office need be filed or any
      other action taken in order to validate and perfect the Liens and security
      interests granted by or pursuant to this Agreement or the Final
      Order.

     

    10.3   Rights
      of Lender; Limitations on Lenders’ Obligations.

     

    (a)     Subject
      to each Credit Party’s rights and duties under the Bankruptcy Code (including
      section 365 of the Bankruptcy Code), it is expressly agreed by each Credit
      Party
      that, anything herein to the contrary notwithstanding, each such Credit Party
      shall remain liable under each of its Contracts and each of its Licenses to
      observe and perform all the conditions and obligations to be observed and
      performed by it thereunder, unless such Credit Party determines in its
      reasonable good faith judgment that such Contract or License is no longer
      valuable to such Credit Party’s business, economically or otherwise. Neither the
      Administrative Agent nor any Secured Party shall have any obligation or
      liability under any Contract or License by reason of or arising out of this
      Agreement or the granting herein of a Lien thereon or the receipt by
      Administrative Agent or any Secured Party of any payment relating to any
      Contract or License pursuant hereto. Neither Administrative Agent nor any
      Secured Party shall be required or obligated in any manner to perform or fulfill
      any of the obligations of any Credit Party under or pursuant to any Contract
      or
      License, or to make any payment, or to make any inquiry as to the nature or
      the
      sufficiency of any payment received by it or the sufficiency of any performance
      by any party under any Contract or License, or to present or file any claims,
      or
      to take any action to collect or enforce any performance or the payment of
      any
      amounts which may have been assigned to it or to which it may be entitled at
      any
      time or times.

     

    (b)     Subject
      to Section
      10.5
      hereof,
      the Administrative Agent authorizes each Credit Party to collect its Accounts,
      provided that such collection is performed in accordance with such Credit
      Party’s customary procedures, and the Administrative Agent may, upon the
      occurrence and during the continuation of any Event of Default and without
      notice, other than any requirement of notice provided in the Final Order, limit
      or terminate said authority at any time.

     

    (c)     Subject
      to any requirement of notice provided in the Final Order, the Administrative
      Agent may at any time after an Event of Default has occurred and is continuing
      without prior notice to any Credit Party, notify Account Debtors and other
      Persons obligated on the Collateral that Administrative Agent has a security
      interest therein, and that payments shall be made directly to Administrative
      Agent. Subject to any requirement of notice provided in the Final Order, upon
      the reasonable request of Administrative Agent, each Credit Party shall so
      notify Account Debtors and other Persons obligated on Collateral. Once any
      such
      notice has been given to any Account Debtor or other Person obligated on the
      Collateral, the affected Credit Party shall not give any contrary instructions
      to such Account Debtor or other Person without Administrative Agent’s prior
      written consent. Subject to any requirement of notice provided in the Final
      Order, upon the occurrence and during the continuation of an Event of Default,
      the Administrative Agent may in its own name, or in the name of others,
      communicate with such parties to such Accounts, Contracts, Instruments,
      Investment Property and Chattel Paper to verify with such Persons to the
      Administrative Agent’s reasonable satisfaction the existence, amount and terms
      of any such Accounts, Contracts, Instruments, Investment Property or Chattel
      Paper.

     

    
      
        
        

      

      
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    (d)     Subject
      to any requirement of notice provided in the Final Order, Administrative Agent
      may at any time in Administrative Agent’s own name, in the name of a nominee of
      Administrative Agent or in the name of any Credit Party communicate (by mail,
      telephone, facsimile or otherwise) with Account Debtors to verify with such
      Persons, to Administrative Agent’s satisfaction, the existence, amount, terms
      of, and any other matter relating to, Accounts and/or payment intangibles
      comprising Collateral; provided that unless an Event of Default shall have
      occurred and be continuing, the Administrative Agent shall not do any of the
      foregoing except during normal business hours and after giving such Credit
      Party
      reasonable prior notice and opportunity to be present. If an Event of Default
      shall have occurred and be continuing, each Credit Party, at its own expense,
      shall cause the independent certified public accountants then engaged by such
      Credit Party to prepare and deliver to Administrative Agent and each Secured
      Party at any time and from time to time promptly upon Administrative Agent’s
      written request the following reports with respect to each Credit Party: (i)
      a
      reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial
      balances; and (iv) a test verification of such Accounts as Administrative Agent
      may request. Administrative Agent may at any time in Administrative Agent’s own
      name, in the name of a nominee of Administrative Agent or in the name of any
      Credit Party communicate (by mail, telephone, facsimile or otherwise) with
      parties to Contracts and obligors in respect of Instruments to verify with
      such
      Persons, to Administrative Agent’s satisfaction, the existence, amount, terms
      of, and any other matter relating to, Instruments, Chattel Paper and/or payment
      intangibles comprising Collateral; provided
      that
      unless an Event of Default shall have occurred and be continuing, the
      Administrative Agent shall not do any of the foregoing except during normal
      business hours and after giving such Credit Party reasonable prior notice and
      opportunity to be present. Each Credit Party, at its own expense, shall deliver
      to Administrative Agent the results of each physical verification, if any,
      which
      such Credit Party may in its discretion have made, or caused any other Person
      to
      have made on its behalf, of all or any portion of its Inventory.

     

    10.4   Covenants
      of the Credit Parties with Respect to Collateral.
      Each
      Credit Party covenants and agrees with Administrative Agent, for the benefit
      of
      Secured Parties, that from and after the date of this Agreement and until the
      Termination Date:

     

    (a)     Maintenance
      of Records.
      Credit
      Parties shall keep and maintain, at their own cost and expense, satisfactory
      and
      complete records of the Collateral, including a record of any and all payments
      received and any and all credits granted with respect to the Collateral and
      all
      other dealings with the Collateral, in each case in a manner consistent with
      past practice. Upon request by the Administrative Agent, Credit Parties shall
      mark their books and records pertaining to the Collateral to evidence this
      Agreement and the Liens granted hereby. If any Credit Party retains possession
      of any Chattel Paper or Instruments with Administrative Agent’s consent, such
      Chattel Paper and Instruments shall, if requested by Administrative Agent,
      be
      marked with the following legend: “This
      writing and the obligations evidenced or secured hereby are subject to the
      security interest of General Electric Capital Corporation, as Administrative
      Agent, for the benefit of Secured Parties.”
      

     

    
      
        
        

      

      
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    (b)     Covenants
      Regarding Patent, Trademark and Copyright Collateral.

     

    (i)       
      Credit
      Parties shall notify Administrative Agent promptly if they know or have reason
      to know that any application or registration relating to any material Patent,
      Trademark or Copyright (now or hereafter existing) may become abandoned or
      dedicated, or of any adverse determination or development (including the
      institution of, or any such determination or development in, any proceeding
      in
      the United States Patent and Trademark Office, the United States Copyright
      Office or any court) regarding any Credit Party’s ownership of any material
      Patent, Trademark or Copyright, its right to register the same, or to keep
      and
      maintain the same.

     

    (ii)      
      Promptly
      after any Credit Party, either itself or through the Administrative Agent,
      employee, licensee or designee, files an application for the registration of
      any
      Patent, Trademark or Copyright with the United States Patent and Trademark
      Office or the United States Copyright Office, Credit Party shall give
      Administrative Agent written notice of such filing and, upon request of
      Administrative Agent, Credit Party shall execute and deliver any and all Patent
      Security Agreements, Copyright Security Agreements or Trademark Security
      Agreements as Administrative Agent may request to evidence Administrative
      Agent’s Lien on such Patent, Trademark or Copyright, and the General Intangibles
      of such Credit Party relating thereto or represented thereby.

     

    (iii)     
      Credit
      Parties shall take all actions necessary or requested by Administrative Agent
      to
      maintain and pursue each application, to obtain the relevant registration and
      to
      maintain the registration of each of the Patents, Trademarks and Copyrights
      (now
      or hereafter existing), including the filing of applications for renewal,
      affidavits of use, affidavits of noncontestability and opposition and
      interference and cancellation proceedings unless such Credit Party reasonably
      determines that such Patent, Trademark or Copyright Collateral is in no way
      material to the conduct of its business or operations,

     

    (iv)     
      In
      the
      event that any of the Patent, Trademark or Copyright Collateral is infringed
      upon, or misappropriated or diluted by a third party, such Credit Party shall
      comply with Section
      10.2(a)(ix)
      of this
      Agreement. Such Credit Party shall, unless such Credit Party reasonably
      determines that such Patent, Trademark or Copyright Collateral is in no way
      material to the conduct of its business or operations, promptly sue for
      infringement, misappropriation or dilution and to recover any and all damages
      for such infringement, misappropriation or dilution, and shall take such other
      actions as Administrative Agent shall deem appropriate under the circumstances
      to protect such Patent, Trademark or Copyright Collateral.

     

    
      
        
        

      

      
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    (c)     [Reserved].

     

    (d)     Further
      Identification of Collateral.
      In
      addition to any other requirements herein, Credit Parties will, if so requested
      by Administrative Agent, furnish to Administrative Agent, as often as
      Administrative Agent reasonably requests, statements and schedules further
      identifying and describing the Collateral as Administrative Agent may reasonably
      request, all in such detail as Administrative Agent may specify.

     

    (e)     Notices.
      Credit
      Parties will advise Administrative Agent promptly, in reasonable detail of
      any
      Lien or claim made or asserted against any of the Collateral other than in
      respect of Permitted Liens.

     

    (f)     
      Terminations;
      Amendments Not Authorized.
      Except
      to the extent permitted by clause (g), each Credit Party acknowledges that
      it is
      not authorized to file any financing statement or amendment or termination
      statement with respect to any financing statement relating to the Collateral
      and
      filed pursuant to the terms hereof without the prior written consent of
      Administrative Agent and agrees that it will not do so without the prior written
      consent of Administrative Agent, subject to such Credit Party's rights under
      Section 9-509(d)(2) of the Code.

     

    (g)    
Authorized
      Terminations and Subordinations.
      Administrative Agent will promptly deliver to each Credit Party for filing
      or
      authorize each Credit Party to prepare and file termination statements and
      releases in respect of any sales, transfers, conveyances, assignments or other
      dispositions of Collateral made in accordance with Section
      6.8
      of this
      Agreement. Administrative Agent will, upon request of any Credit Party,
      expressly subordinate, in form and substance reasonably satisfactory to the
      Administrative Agent the Liens granted hereunder to any prior Lien permitted
      under Section
      6.7
      of this
      Agreement.

     

    (h)     Motor
      Vehicles.
      Upon
      request, each Credit Party shall deliver to Administrative Agent a motor vehicle
      certificate of title, if any, for all motor vehicles from time to time owned
      by
      it and shall cause those title certificates to be filed (with Administrative
      Agent’s Lien noted thereon) in the appropriate state motor vehicle filing
      office.

     

    (i)      
      Pledged
      Collateral.
      

     

    (i)       
      All
      certificates and all promissory notes and instruments evidencing the Pledged
      Collateral shall be delivered to and held by or on behalf of Administrative
      Agent, for itself and the benefit of Secured Parties, pursuant hereto. All
      Pledged Shares shall be accompanied by duly executed instruments of transfer
      or
      assignment in blank, all in form and substance satisfactory to Administrative
      Agent and all promissory notes or other instruments evidencing the Pledged
      Indebtedness shall be endorsed by the applicable Credit Party.

     

    
      
        
        

      

      
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    (ii)      
      Without the prior written consent of Administrative Agent, no Credit Party
      will
      sell, assign, transfer, pledge, or otherwise encumber any of its rights in
      or to
      the Pledged Collateral, or any unpaid dividends, interest or other distributions
      or payments with respect to the Pledged Collateral or grant a Lien in the
      Pledged Collateral, unless otherwise expressly permitted by this
      Agreement;

     

    (iii)     
      Each
      Credit Party will, at its expense, promptly execute, acknowledge and deliver
      all
      such instruments and take all such actions as Administrative Agent from time
      to
      time may reasonably request in order to ensure to Administrative Agent and
      Secured Parties obtain the benefits of the Liens in and to the Pledged
      Collateral intended to be created by this Agreement, including the filing of
      any
      necessary Code financing statements, which may be filed by Administrative Agent
      with or (to the extent permitted by law) without the signature of Credit Party,
      and will cooperate with Administrative Agent, at such Credit Party’s expense, in
      obtaining all necessary approvals and making all necessary filings under
      federal, state, local or foreign law in connection with such Liens or any sale
      or transfer of the Pledged Collateral; provided
      that
      Administrative Agent shall not, prior to the occurrence of any Event of Default,
      require any actions to be taken with respect to (i) those assets as to which
      Administrative Agent shall determine, in its reasonable discretion, that the
      cost of obtaining such security interest or taking such action are excessive
      in
      relation to the benefit to Lenders afforded thereby, (ii) property the
      acquisition or construction of which was financed through Indebtedness (existing
      as of the Closing Date or as permitted by Section
      6.3(a)
      of this
      Agreement), and (iii) all property to the extent that the granting of such
      a
      security interest or taking such action would constitute a breach or violation
      of a valid and effective restriction in favor of a third party (including,
      without limitation, mandatory consent rights), or give rise to any
      indemnification obligations or any right to terminate or commence the exercise
      of remedies under such restrictions;

     

    (iv)    
Each
      Credit Party has and will defend the title to the Pledged Collateral and the
      Liens of Administrative Agent in the Pledged Collateral against the claim of
      any
      Person (other than the holder of a Permitted Lien) and will maintain and
      preserve such Liens (it being understood that nothing in this clause (iv) will
      prevent such Credit Party from disposing of Pledged Collateral as otherwise
      permitted by Section
      6.8);
      and

     

    (v)     
      Each
      Credit Party will, upon obtaining ownership of any additional Stock of a Pledged
      Entity or promissory notes or instruments representing Pledged Indebtedness
      or
      Stock or promissory notes or instruments otherwise required to be pledged to
      Administrative Agent pursuant to any of the Loan Documents, which Stock, notes
      or instruments are not already Pledged Collateral, promptly (and in any event
      within five (5) Business Days) deliver to Administrative Agent a Pledge
      Amendment, duly executed by such Credit Party, in substantially the form of
      Exhibit
      H
      hereto
      (a “Pledge
      Amendment”)
      in
      respect of any such additional Stock, notes or instruments, pursuant to which
      such Credit Party shall pledge to Administrative Agent all of such additional
      Stock, notes and instruments; provided that such Credit Party shall be required
      to do the foregoing with respect to any such promissory note or instrument
      only
      if requested to do so by the Administrative Agent pursuant to Section
      10.2(a)(ii)
      of this
      Agreement. Credit Party hereby authorizes Administrative Agent to attach each
      Pledge Amendment to this Agreement and agrees that all Pledged Shares and
      Pledged Indebtedness listed on any Pledge Amendment delivered to Administrative
      Agent shall for all purposes hereunder be considered Pledged Collateral. This
      clause (v) shall not apply to any Excluded Equity.

     

    
      
        
        

      

      
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    10.5   Performance
      by Administrative Agent of the Credit Parties’ Obligations.
      If any
      Credit Party fails to perform or comply with any of its agreements contained
      herein and the Administrative Agent, as provided for by the terms of this
      Agreement, shall itself perform or comply, or otherwise cause performance or
      compliance, with such agreement, the expenses of the Administrative Agent
      incurred in connection with such performance or compliance, together with
      interest thereon at the rate then in effect in respect of Term Loan C, shall
      be
      payable by such Credit Party to the Administrative Agent on demand and shall
      constitute Obligations secured by the Collateral. Performance of such Credit
      Party’s obligations as permitted under this Section
      10.5
      shall in
      no way constitute a violation of the automatic stay provided by section 362
      of
      the Bankruptcy Code and each Credit Party hereby waives applicability thereof.
      Moreover, the Administrative Agent shall in no way be responsible for the
      payment of any costs incurred in connection with preserving or disposing of
      Collateral pursuant to section 506(c) of the Bankruptcy Code and the Collateral
      may not be charged for the incurrence of any such cost.

     

    10.6   Limitation
      on Administrative Agent’s duty in Respect of Collateral.
      The
      Administrative Agent and each Secured Party shall use reasonable care with
      respect to the Collateral in its possession or under its control. Neither the
      Administrative Agent nor any Secured Party shall have any other duty as to
      any
      Collateral in its possession or control or in the possession or control of
      any
      agent or nominee of the Administrative Agent or such Secured Party, or any
      income thereon or as to the preservation of rights against prior parties or
      any
      other rights pertaining thereto.

     

    
      
        
        

      

      
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    10.7   Remedies;
      Rights Upon Default.

     

    (a)    
In
      addition to all other rights and remedies granted to it under the other Loan
      Documents and under any other instrument or agreement securing, evidencing
      or
      relating to any of the Secured Obligations, if any Event of Default shall have
      occurred and be continuing, the Administrative Agent may exercise all rights
      and
      remedies of a secured party under the Code. Without limiting the generality
      of
      the foregoing, each Credit Party expressly agrees that in any such event the
      Administrative Agent, without demand of performance or other demand,
      advertisement or notice of any kind (except the notice required by the Final
      Order or the notice specified below of time and place of public or private
      sale)
      to or upon such Credit Party or any other Person (all and each of which demands,
      advertisements and notices are hereby expressly waived to the maximum extent
      permitted by the Code and other applicable law), may, to the maximum extent
      permitted by law, forthwith enter upon the premises of such Credit Party where
      any Collateral is located through self-help, without judicial process, without
      first obtaining a final judgment or giving such Credit Party or any other Person
      notice and opportunity for a hearing on the Administrative Agent’s claim or
      action and may collect, receive, assemble, process, appropriate and realize
      upon
      the Collateral, or any part thereof, and may forthwith sell, lease, license,
      assign, give an option or options to purchase, or sell or otherwise dispose
      of
      and deliver said Collateral (or contract to do so), or any part thereof, in
      one
      or more parcels at a public or private sale or sales, at any exchange at such
      prices as it may deem acceptable, for cash or on credit or for future delivery
      without assumption of any credit risk. The Administrative Agent or any Secured
      Party shall have the right upon any such public sale or sales and, to the extent
      permitted by law, upon any such private sale or sales, to purchase for the
      benefit of Secured Parties, the whole or any part of said Collateral so sold,
      free of any right or equity of redemption, which equity of redemption each
      Credit Party hereby releases. Such sales may be adjourned and continued from
      time to time with or without notice. The Administrative Agent shall have the
      right to conduct such sales on any Credit Party’s premises or elsewhere and
      shall have the right to use any Credit Party’s premises without charge for such
      time or times as the Administrative Agent may deem necessary or advisable.
      EACH
      CREDIT PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS ADMINISTRATIVE AGENT
      AS
      THE PROXY AND ATTORNEY-IN-FACT OF SUCH CREDIT PARTY WITH RESPECT TO THE PLEDGED
      COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER
      OF
      SUBSTITUTION TO DO SO. THE APPOINTMENT OF ADMINISTRATIVE AGENT AS PROXY AND
      ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL
      THE
      TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE
      APPOINTMENT OF ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE
      THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO
      WHICH
      A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR
      WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF
      SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
      AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER
      OF
      ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON
      (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF),
      UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING,
      (X)
      ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR
      TO
      PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY
      DELAY IN DOING SO AND (Y) ADMINISTRATIVE AGENT SHALL NOT EXERCISE ANY SUCH
      RIGHT
      WITH RESPECT TO ANY REGULATED SUBSIDIARY UNLESS ANY AND ALL REGULATORY APPROVALS
      REQUIRED UNDER APPLICABLE LAW SHALL HAVE BEEN OBTAINED.

     

    (b)     If
      any
      Event of Default shall have occurred and be continuing, each Credit Party
      further agrees, at Administrative Agent’s request, to assemble the Collateral
      and make it available to Administrative Agent at a place or places designated
      by
      Administrative Agent which are reasonably convenient to Administrative Agent
      and
      such Credit Party, whether at such Credit Party’s premises or elsewhere. Until
      Administrative Agent is able to effect a sale, lease, or other disposition
      of
      Collateral, the Administrative Agent shall have the right to hold or use
      Collateral, or any part thereof, to the extent that it deems appropriate for
      the
      purpose of preserving Collateral or its value or for any other purpose deemed
      appropriate by Administrative Agent. The Administrative Agent shall have no
      obligation to any Credit Party to maintain or preserve the rights of Credit
      Party as against third parties with respect to Collateral while Collateral
      is in
      the possession of the Administrative Agent. The Administrative Agent may, if
      it
      so elects, seek the appointment of a receiver or keeper to take possession
      of
      Collateral and to enforce any of the Administrative Agent’s remedies (for the
      benefit of Secured Parties), with respect to such appointment without prior
      notice or hearing as to such appointment. The Administrative Agent shall deposit
      the net proceeds of any such collection, recovery, receipt, appropriation,
      realization or sale to the Cash Collateral Account and such net proceeds shall
      be applied in accordance with Section
      1.3.
      To the
      maximum extent permitted by applicable law, each Credit Party waives all claims,
      damages, and demands against the Administrative Agent or any Secured Party
      arising out of the repossession, retention or sale of the Collateral except
      such
      as arise solely out of the gross negligence or willful misconduct of the
      Administrative Agent or such Secured Party as finally determined by a court
      of
      competent jurisdiction. Each Credit Party agrees that ten (10) days prior notice
      by Administrative Agent of the time and place of any public sale or of the
      time
      after which a private sale may take place is reasonable notification of such
      matters. Credit Parties shall remain liable for any deficiency if the proceeds
      of any sale or disposition of the Collateral are insufficient to pay all Secured
      Obligations, including any attorneys’ fees and other expenses incurred by
      Administrative Agent or any Secured Party to collect such
      deficiency.

     

    
      
        
        

      

      
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    (c)     Except
      as
      otherwise specifically provided herein, each Credit Party hereby waives
      presentment, demand, protest or any notice (to the maximum extent permitted
      by
      applicable law) of any kind in connection with this Agreement or any
      Collateral.

     

    (d)     To
      the
      extent that applicable law imposes duties on the Administrative Agent to
      exercise remedies in a commercially reasonable manner, each Credit Party
      acknowledges and agrees that it is not commercially unreasonable for the
      Administrative Agent (i) to fail to incur expenses reasonably deemed significant
      by the Administrative Agent to prepare Collateral for disposition or otherwise
      to complete raw material or work in process into finished goods or other
      finished products for disposition, (ii) to fail to obtain third party consents
      for access to Collateral to be disposed of, or to obtain or, if not required
      by
      other law, to fail to obtain governmental or third party consents for the
      collection or disposition of Collateral to be collected or disposed of, (iii)
      to
      fail to exercise collection remedies against Account Debtors or other Persons
      obligated on Collateral or to remove Liens on or any adverse claims against
      Collateral, (iv) to exercise collection remedies against Account Debtors and
      other Persons obligated on Collateral directly or through the use of collection
      agencies and other collection specialists, (v) to advertise dispositions of
      Collateral through publications or media of general circulation, whether or
      not
      the Collateral is of a specialized nature, (vi) to contact other Persons,
      whether or not in the same business as the Credit Parties, for expressions
      of
      interest in acquiring all or any portion of such Collateral, (vii) to hire
      one
      or more professional auctioneers to assist in the disposition of Collateral,
      whether or not the Collateral is of a specialized nature, (viii) to dispose
      of
      Collateral by utilizing internet sites that provide for the auction of assets
      of
      the types included in the Collateral or that have the reasonable capacity of
      doing so, or that match buyers and sellers of assets, (ix) to dispose of assets
      in wholesale rather than retail markets, (x) to disclaim disposition warranties,
      such as title, possession or quiet enjoyment, (xi) to purchase insurance or
      credit enhancements to insure the Administrative Agent against risks of loss,
      collection or disposition of Collateral or to provide to the Administrative
      Agent a guaranteed return from the collection or disposition of Collateral,
      or
      (xii) to the extent deemed appropriate by the Administrative Agent, to obtain
      the services of other brokers, investment bankers, consultants and other
      professionals to assist the Administrative Agent in the collection or
      disposition of any of the Collateral. Each Credit Party acknowledges that the
      purpose of this Section
      10.7(d)
      is to
      provide non-exhaustive indications of what actions or omissions by the
      Administrative Agent would not be commercially unreasonable in the
      Administrative Agent’s exercise of remedies against the Collateral and that
      other actions or omissions by the Administrative Agent shall not be deemed
      commercially unreasonable solely on account of not being indicated in this
      Section 10.7(d).
      Without
      limitation upon the foregoing, nothing contained in this Section 10.7(d)
      shall be
      construed to grant any rights to any Credit Party or to impose any duties on
      the
      Administrative Agent that would not have been granted or imposed by this
      Agreement or by applicable law in the absence of this Section
      10.7(d).

     

    
      
        
        

      

      
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    (e)     Neither
      the Administrative Agent nor any Secured Party shall be required to make any
      demand upon, or pursue or exhaust any of their rights or remedies against,
      any
      Credit Party, any other obligor, guarantor, pledgor or any other Person with
      respect to the payment of the Secured Obligations or to pursue or exhaust any
      of
      their rights or remedies with respect to any Collateral therefore or any direct
      or indirect guarantee thereof. Neither the Administrative Agent nor the Secured
      Parties shall be required to marshal the Collateral or any guarantee of the
      Secured Obligations or to resort to the Collateral or any such guarantee in
      any
      particular order, and all of its and their rights hereunder or under any other
      Loan Document shall be cumulative. To the extent it may lawfully do so, each
      Credit Party absolutely and irrevocably waives and relinquishes the benefit
      and
      advantage of, and covenants not to assert against the Administrative Agent
      or
      any Secured Party, any valuation, stay, appraisement, extension, redemption
      or
      similar laws and any and all rights or defenses it may have as a surety now
      or
      hereafter existing which, but for this provision, might be applicable to the
      sale of any Collateral made under the judgment, order or decree of any court,
      or
      privately under the power of sale conferred by this Agreement, or otherwise.
      

     

    (f)     
Upon
      the
      occurrence of an Event of Default and during the continuation of such Event
      of
      Default, and concurrently with written notice to Credit Parties, Administrative
      Agent is hereby authorized and empowered to transfer and register in its name
      or
      in the name of its nominee the whole or any part of the Pledged Collateral,
      to
      exchange certificates or instruments representing or evidencing Pledged
      Collateral for certificates or instruments of smaller or larger denominations,
      to exercise the voting and all other rights as a holder with respect thereto,
      to
      collect and receive all cash dividends, interest, principal and other
      distributions made thereon, to sell in one or more sales after ten (10) days’
notice of the time and place of any public sale or of the time at which a
      private sale is to take place (which notice Credit Parties agree is commercially
      reasonable) the whole or any part of the Pledged Collateral and to otherwise
      act
      with respect to the Pledged Collateral as though Administrative Agent was the
      outright owner thereof in each case provided that no such action shall be taken
      with respect to the Stock of any Regulated Subsidiary unless any and all
      regulatory approvals required under applicable law shall have been obtained.
      Any
      sale shall be made at a public or private sale at Administrative Agent’s place
      of business, or at any place to be named in the notice of sale, either for
      cash
      or upon credit or for future delivery at such price as Administrative Agent
      may
      deem fair, and Administrative Agent may be the purchaser of the whole or any
      part of the Pledged Collateral so sold and hold the same thereafter in its
      own
      right free from any claim of such Credit Party or any right of redemption.
      Each
      sale shall be made to the highest bidder, but Administrative Agent reserves
      the
      right to reject any and all bids at such sale which, in its discretion, it
      shall
      deem inadequate. Demands of performance, except as otherwise herein specifically
      provided for, notices of sale, advertisements and the presence of property
      at
      sale are hereby waived and any sale hereunder may be conducted by an auctioneer
      or any officer or agent of Administrative Agent.

     

    
      
        
        

      

      
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    (g)     If,
      at
      the original time or times appointed for the sale of the whole or any part
      of
      the Pledged Collateral, the highest bid, if there be but one sale, shall be
      inadequate to discharge in full all the Secured Obligations, or if the Pledged
      Collateral has been offered for sale in lots, and if at any of such sales,
      the
      highest bid for the lot offered for sale would indicate to Administrative Agent,
      in its discretion, that the proceeds of the sales of the whole of the Pledged
      Collateral would be unlikely to be sufficient to discharge all the Secured
      Obligations, the Administrative Agent may, on one or more occasions and in
      its
      sole discretion, postpone effectuating any of said sales by public announcement
      at the time of sale or the time of previous postponement of sale, and no other
      notice of such postponement or postponements of sale need be given, any other
      notice being hereby waived; provided,
      however,
      that
      any sale or sales made after such postponement shall be after ten (10) days’
notice to such Credit Party.

     

    (h)     If,
      at
      any time when Administrative Agent in its sole discretion determines, following
      the occurrence and during the continuance of an Event of Default, that, in
      connection with any actual or contemplated exercise of its rights (when
      permitted under this Section
      10.7(h)
      to sell
      the whole or any part of the Pledged Shares hereunder, it is necessary or
      advisable to effect a public registration of all or part of the Pledged
      Collateral pursuant to the Securities Act of 1933, as amended (or any similar
      statute then in effect) (the “Act”),
      such
      Credit Party shall, in an expeditious manner, cause the Pledged Entities
      to:

     

    (i)       
      Prepare
      and file with the Securities and Exchange Commission (the “Commission”)
      a
      registration statement with respect to the Pledged Shares and in good faith
      use
      commercially reasonable efforts to cause such registration statement to become
      and remain effective;

     

    (ii)      
      Prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective and to comply with
      the
      provisions of the Act with respect to the sale or other disposition of the
      Pledged Shares covered by such registration statement whenever Administrative
      Agent shall desire to sell or otherwise dispose of the Pledged
      Shares;

     

    (iii)     
      Furnish
      to Administrative Agent such numbers of copies of a prospectus and a preliminary
      prospectus, in conformity with the requirements of the Act, and such other
      documents as Administrative Agent may request in order to facilitate the public
      sale or other disposition of the Pledged Shares by Administrative
      Agent;

     

    (iv)    
       Use
      commercially reasonable efforts to register or qualify the Pledged Shares
      covered by such registration statement under such other securities or blue
      sky
      laws of such jurisdictions within the United States and Puerto Rico as
      Administrative Agent shall request, and do such other reasonable acts and things
      as may be required of it to enable Administrative Agent to consummate the public
      sale or other disposition in such jurisdictions of the Pledged Shares by
      Administrative Agent;

     

    
      
        
        

      

      
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    (v)      
      Furnish,
      at the request of Administrative Agent, on the date that shares of the Pledged
      Collateral are delivered to the underwriters for sale pursuant to such
      registration or, if the security is not being sold through underwriters, on
      the
      date that the registration statement with respect to such Pledged Shares becomes
      effective, (A) an opinion, dated such date, of the independent counsel
      representing such registrant for the purposes of such registration, addressed
      to
      the underwriters, if any, and in the event the Pledged Shares are not being
      sold
      through underwriters, then to Administrative Agent, in customary form and
      covering matters of the type customarily covered in such legal opinions; and
      (B)
      a comfort letter, dated such date, from the independent certified public
      accountants of such registrant, addressed to the underwriters, if any, and
      in
      the event the Pledged Shares are not being sold through underwriters, then
      to
      Administrative Agent, in a customary form and covering matters of the type
      customarily covered by such comfort letters and as the underwriters or
      Administrative Agent shall reasonably request. The opinion of counsel referred
      to above shall additionally cover such other legal matters with respect to
      the
      registration in respect of which such opinion is being given as Administrative
      Agent may reasonably request. The letter referred to above from the independent
      certified public accountants shall additionally cover such other financial
      matters (including information as to the period ending not more than five (5)
      Business Days prior to the date of such letter) with respect to the registration
      in respect of which such letter is being given as Administrative Agent may
      reasonably request; and

     

    (vi)     
      Otherwise
      use commercially reasonable efforts to comply with all applicable rules and
      regulations of the Commission, and make available to its security holders,
      as
      soon as reasonably practicable but not later than 18 months after the effective
      date of the registration statement, an earnings statement covering the period
      of
      at least 12 months beginning with the first full month after the effective
      date
      of such registration statement, which earnings statement shall satisfy the
      provisions of Section 11(a) of the Act.

     

    (i)     
      All
      expenses incurred in complying with Section
      10.7(h)
      hereof,
      including, without limitation, all registration and filing fees (including
      all
      expenses incident to filing with the National Association of Securities Dealers,
      Inc.), printing expenses, fees and disbursements of counsel for the registrant,
      the fees and expenses of counsel for Administrative Agent, expenses of the
      independent certified public accountants (including any special audits incident
      to or required by any such registration) and expenses of complying with the
      securities or blue sky laws or any jurisdictions, shall be paid by Credit
      Parties.

     

    
      
        
        

      

      
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    (j)     
      If,
      at
      any time when Administrative Agent shall determine to exercise its right to
      sell
      the whole or any part of the Pledged Collateral hereunder, such Pledged
      Collateral or the part thereof to be sold shall not, for any reason whatsoever,
      be effectively registered under the Act, Administrative Agent may, in its
      discretion (subject only to applicable requirements of law), sell such Pledged
      Collateral or part thereof by private sale in such manner and under such
      circumstances as Administrative Agent may deem necessary or advisable, but
      subject to the other requirements of this Section
      10.7,
      and
      shall not be required to effect such registration or to cause the same to be
      effected. Without limiting the generality of the foregoing, in any such event,
      Administrative Agent in its discretion (x) may, in accordance with applicable
      securities laws, proceed to make such private sale notwithstanding that a
      registration statement for the purpose of registering such Pledged Collateral
      or
      part thereof could be or shall have been filed under said Act (or similar
      statute), (y) may approach and negotiate with a single possible purchaser to
      effect such sale, and (z) may restrict such sale to a purchaser who is an
      accredited investor under the Act and who will represent and agree that such
      purchaser is purchasing for its own account, for investment and not with a
      view
      to the distribution or sale of such Pledged Collateral or any part thereof.
      In
      addition to a private sale as provided above in this Section
      10.7,
      if any
      of the Pledged Collateral shall not be freely distributable to the public
      without registration under the Act (or similar statute) at the time of any
      proposed sale pursuant to this Section
      10.7,
      then
      Administrative Agent shall not be required to effect such registration or cause
      the same to be effected but, in its discretion (subject only to applicable
      requirements of law), may require that any sale hereunder (including a sale
      at
      auction) be conducted subject to restrictions: 

     

    (i)       
      as
      to the
      financial sophistication and ability of any Person permitted to bid or purchase
      at any such sale; 

     

    (ii)      
      as
      to the
      content of legends to be placed upon any certificates representing the Pledged
      Collateral sold in such sale, including restrictions on future transfer thereof;
      

     

    (iii)     
      as
      to the
      representations required to be made by each Person bidding or purchasing at
      such
      sale relating to that Person’s access to financial information about such Credit
      Party and such Person’s intentions as to the holding of the Pledged Collateral
      so sold for investment for its own account and not with a view to the
      distribution thereof; and 

     

    (iv)     
      as
      to
      such other matters as Administrative Agent may, in its discretion, deem
      necessary or appropriate in order that such sale (notwithstanding any failure
      so
      to register) may be effected in compliance with the Bankruptcy Code and other
      laws affecting the enforcement of creditors’ rights and the Act and all
      applicable state securities laws.

     

    (k)     
      Each
      Credit Party recognizes that Administrative Agent may be unable to effect a
      public sale of any or all the Pledged Collateral and may be compelled to resort
      to one or more private sales thereof in accordance with clause
      (j)
      above.
      Each Credit Party also acknowledges that any such private sale may result in
      prices and other terms less favorable to the seller than if such sale were
      a
      public sale and, notwithstanding such circumstances, agrees that any such
      private sale shall not be deemed to have been made in a commercially
      unreasonable manner solely by virtue of such sale being private. Administrative
      Agent shall be under no obligation to delay a sale of any of the Pledged
      Collateral for the period of time necessary to permit the Pledged Entity to
      register such securities for public sale under the Act, or under applicable
      state securities laws, even if such Credit Party and the Pledged Entity would
      agree to do so.

     

    (l)      
      Each
      Credit Party agrees to the maximum extent permitted by applicable law that
      following the occurrence and during the continuance of an Event of Default
      it
      will not at any time plead, claim or take the benefit of any appraisal,
      valuation, stay, extension, moratorium or redemption law now or hereafter in
      force in order to prevent or delay the enforcement of this Agreement, or the
      absolute sale of the whole or any part of the Pledged Collateral or the
      possession thereof by any purchaser at any sale hereunder, and each Credit
      Party
      waives the benefit of all such laws to the extent it lawfully may do so. Each
      Credit Party agrees that it will not interfere with any right, power and remedy
      of Administrative Agent provided for in this Agreement or now or hereafter
      existing at law or in equity or by statute or otherwise, or the exercise or
      beginning of the exercise by Administrative Agent of any one or more of such
      rights, powers or remedies. No failure or delay on the part of Administrative
      Agent to exercise any such right, power or remedy and no notice or demand which
      may be given to or made upon Credit Parties by Administrative Agent with respect
      to any such remedies shall operate as a waiver thereof, or limit or impair
      Administrative Agent’s right to take any action or to exercise any power or
      remedy hereunder, without notice or demand, or prejudice its rights as against
      any Credit Party in any respect.

     

    
      
        
        

      

      
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    (m)    
Each
      Credit Party further agrees that a breach of any of the covenants contained
      in
      this Section
      10.7
      will
      cause irreparable injury to Administrative Agent, that Administrative Agent
      shall have no adequate remedy at law in respect of such breach and, as a
      consequence, agrees that each and every covenant contained in this Section
      10.7
      shall be
      specifically enforceable against the Credit Parties, and each Credit Party
      hereby waives and agrees not to assert any defenses against an action for
      specific performance of such covenants except for a defense that the Secured
      Obligations are not then due and payable in accordance with the agreements
      and
      instruments governing and evidencing such Obligations.

     

    (n)    
To
      the
      extent that any rights and remedies under this Section
      10.7
      would
      otherwise be in violation of the automatic stay of section 362 of the Bankruptcy
      Code, such stay shall be deemed modified, as set forth in the Final Order,
      as
      applicable, to the extent necessary to permit the Administrative Agent to
      exercise such rights and remedies. 

     

    10.8   The
      Administrative Agent’s Appointment as Attorney-in-Fact.

     

    (a)     On
      the
      Closing Date each Credit Party executed and delivered to Administrative Agent
      a
      power of attorney (the “Power
      of Attorney”)
      substantially in the form attached hereto as Exhibit
      A.
      The
      power of attorney granted pursuant to the Power of Attorney is a power coupled
      with an interest and shall be irrevocable until the Termination Date. The powers
      conferred on Administrative Agent, for the benefit of Secured Parties, under
      the
      Power of Attorney are solely to protect Administrative Agent’s interests (for
      the benefit of Secured Parties) in the Collateral and shall not impose any
      duty
      upon the Administrative Agent or any Secured Party to exercise any such powers.
      Administrative Agent agrees that (a) except for the powers granted in clause
      (h)
      of the Power of Attorney, it shall not exercise any power or authority granted
      under the Power of Attorney unless an Event of Default has occurred and is
      continuing, and (b) Administrative Agent shall account for any moneys received
      by the
      Administrative Agent
      in
      respect of any foreclosure on or disposition of Collateral pursuant to the
      Power
      of Attorney provided
      that
      neither the Administrative Agent nor any Secured Party shall have any duty
      as to
      any Collateral, and Administrative Agent and the Secured Parties shall be
      accountable only for amounts that they actually receive as a result of the
      exercise of such powers. NEITHER THE ADMINISTRATIVE AGENT, THE SECURED PARTIES
      NOR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
      REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY CREDIT PARTY FOR ANY ACT OR FAILURE
      TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
      ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
      FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
      EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

     

    
      
        
        

      

      
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    (b)    
The
      Administrative Agent agrees that it will forbear from exercising the power
      of
      attorney or any rights granted to the Administrative Agent pursuant to this
      Section 10.8,
      except
      upon the occurrence or during the continuation of an Event of Default. The
      Credit Parties hereby ratify, to the extent permitted by law, all that said
      attorneys shall lawfully do or cause to be done by virtue hereof. Exercise
      by
      the Administrative Agent of the powers granted hereunder is not a violation
      of
      the automatic stay provided by section 362 of the Bankruptcy Code and each
      Credit Party waives applicability thereof. The power of attorney granted
      pursuant to this Section 10.8
      is a
      power coupled with an interest and shall be irrevocable until the Obligations
      are indefeasibly paid in full.

     

    (c)     The
      powers conferred on the Administrative Agent hereunder are solely to protect
      the
      Administrative Agent’s and the Lenders' interests in the Collateral and shall
      not impose any duty upon it to exercise any such powers. The Administrative
      Agent shall be accountable only for amounts that it actually receives as a
      result of the exercise of such powers and neither it nor any of its officers,
      directors, employees or agents shall be responsible to any Credit Party for
      any
      act or failure to act, except for its own gross negligence or willful
      misconduct.

     

    (d)     Each
      Credit Party also authorizes the Administrative Agent, at any time and from
      time
      to time upon the occurrence and during the continuation of any Event of Default
      or as otherwise expressly permitted by this Agreement, (i) to communicate
      in its own name or the name of its Subsidiaries with any party to any Contract
      with regard to the assignment of the right, title and interest of such Credit
      Party in and under the Contracts hereunder and other matters relating thereto
      and (ii) to execute any endorsements, assignments or other instruments of
      conveyance or transfer with respect to the Collateral.

     

    (e)     All
      Obligations shall constitute, in accordance with section 364(c)(1) of the
      Bankruptcy Code, claims against the Borrower and each Credit Party in their
      respective Cases which are administrative expense claims having priority over
      any all administrative expenses of the kind specified in sections 503(b) or
      507(b) of the Bankruptcy Code.

     

    10.9    
[Reserved].

     

    10.10  
Intercreditor
      Issues.
      

     

    Notwithstanding
      anything herein to the contrary, for so long as the Post-Petition Skymiles
      Facility Documents are in effect, if any Credit Party is in compliance with
      any
      requirements relating to SkyMiles Collateral imposed by the Post-Petition
      Skymiles Collateral Documents which are equivalent to requirements set forth
      in
      this Agreement (other than creation and, with respect to Collateral which is
      not
      Control Collateral (as defined below), perfection, of any Lien hereunder),
      such
      Credit Party need not comply with (and shall be deemed to have satisfied) such
      requirements of this Agreement. Without limiting the foregoing:

     

    (a)     any
      covenant hereunder requiring (or any representation or warranty hereunder to
      the
      extent that it would have the effect of requiring) the delivery of possession
      or
      control to the Administrative Agent of Control Collateral that is SkyMiles
      Collateral shall be deemed to have been satisfied (or such representation and
      warranty shall be deemed to be true) if such possession or control shall have
      been delivered to SkyMiles Agent as provided in the Post-Petition Skymiles
      Facility Documents (as used herein, “Control
      Collateral”
shall
      mean any Collateral (including, without limitation, any Collateral consisting
      of
      any Deposit Account, Investment Property, Letter-of-Credit Rights, electronic
      chattel paper or money) as to which a Lien therein may be perfected through
      possession or other control by any secured party or any agent
      therefor);

     

    
      
        
        

      

      
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    (b)     if
      any
      provision hereof shall require any Credit Party to take any action with respect
      to any SkyMiles Collateral if requested to do so by the Administrative Agent,
      such Credit Party shall be required to take such action only if and to the
      extent that the SkyMiles Agent shall have requested the Credit Party to take
      such action pursuant to the corresponding provision of the Post-Petition
      Skymiles Facility Documents;

     

    (c)     if
      any
      provision hereof shall require any Credit Party to take any action with respect
      to any SkyMiles Collateral unless the Administrative Agent shall have otherwise
      provided its consent or a waiver, such Credit Party shall not be required to
      take such action if and to the extent that the SkyMiles Agent shall have
      provided its consent or a waiver to the Credit Party not taking such action
      pursuant to the corresponding provision of the Post-Petition Skymiles Facility
      Documents; and 

     

    (d)     if
      any
      provision hereof permits any Credit Party to take any action with respect to
      any
      SkyMiles Collateral only upon receiving the Administrative Agent’s consent to do
      so, the Administrative Agent shall be deemed to have provided such consent
      if
      and to the extent that the SkyMiles Agent shall have provided its consent to
      such Credit Party taking such action pursuant to the corresponding provision
      of
      the Post-Petition Skymiles Facility Documents. 

     

    10.11    Release
      of Collateral.

     

    (a)     The
      Liens
      granted pursuant to this Agreement shall automatically terminate, and all the
      Collateral shall be automatically released, without further action by the
      Administrative Agent and without any further notice or consent to or of any
      Secured Party, on the Termination Date.

     

    (b)     Immediately
      upon (i) any sale, transfer, conveyance, assignment or other disposition by
      any
      Credit Party of any Collateral permitted by this Agreement (or pursuant to
      a
      valid waiver or consent to any transaction otherwise prohibited by this
      Agreement), (ii) any part of the Collateral becoming subject to a Lien permitted
      by Section
      6.7(f)
      or (iii)
      any Pledged Collateral being cancelled, replaced or repaid in accordance with
      the terms of this Agreement, such Collateral shall be automatically released
      from the security interest granted pursuant to this Agreement and the Lien
      on
      such Collateral in favor of the Administrative Agent, for itself and for the
      benefit of the Secured Parties, shall automatically terminate (and, if such
      Collateral consists of all of the equity interest in a Subsidiary Guarantor,
      such Subsidiary Guarantor shall be released from its Guaranty), in each case
      without further action by the Administrative Agent and without any further
      notice or consent to or of any Secured Party.

     

    
      
        
        

      

      
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    (c)     At
      the
      request of the Borrower, the Administrative Agent shall, and each of the Secured
      Parties hereby authorizes and directs the Administrative Agent (without any
      further notice or consent to or of any Secured Party) to, promptly release
      or
      subordinate, as requested by the holders of any Lien permitted by Section
      6.7(a),
      (c),
      (e),
      (f),
      (i),
      (j)
      (subject, in the case of Amex, to the Skymiles Intercreditor Agreement),
(n),
      (o),
      (q),
      (r)
      or
(s),
      any
      part of the Collateral that is subject to a Lien permitted by such
      section.

     

    (d)     At
      the
      request of the Borrower, the Administrative Agent shall, and each of the Secured
      Parties hereby authorizes and directs the Administrative Agent (without further
      notice or consent to or of any Secured Party) to, execute and deliver or file
      such termination or partial release statements and take such other actions
      (including return of Collateral) as are necessary to terminate, release or
      subordinate Liens pursuant to this Section 10.11 promptly upon the effectiveness
      of any such termination, release or subordination. The Administrative Agent
      and
      the Secured Parties hereby acknowledges and agree that the Credit Parties may
      use the Collateral to the extent permitted under the Credit
      Agreement.

     

    11.     ASSIGNMENT
      AND PARTICIPATIONS; APPOINTMENT OF ADMINISTRATIVE AGENT

     

    11.1   Assignment
      and Participations. 

     

    (a)     Right
      to Assign.
      Each
      Lender may sell, transfer, negotiate or assign all or a portion of its rights
      and obligations hereunder (including all or a portion of its Commitments and
      its
      rights and obligations with respect to Loans) to (i) any existing Lender, (ii)
      any Affiliate or Approved Fund of any existing Lender or (iii) any other Person
      acceptable (which acceptance shall not be unreasonably withheld or delayed)
      to
      the Administrative Agent and, as long as no Event of Default is continuing,
      the
      Borrower; provided,
      that
      (x) such Sales do not have to be ratable between the Term Loans but must be
      ratable among the obligations owing to and owed by such Lender with respect
      to a
      Term Loan and (y) for each Term Loan, the aggregate outstanding principal amount
      (determined as of the effective date of the applicable Assignment) of the Loans
      and Commitments subject to any such Sale shall be an integral multiple of
      $1,000,000, unless such Sale is made to an existing Lender or an Affiliate
      or
      Approved Fund of any existing Lender, is of the assignor’s (together with its
      Affiliates and Approved Funds) entire interest in such Term Loan or is made
      with
      the prior consent of the Borrower and the Administrative Agent. In the case
      of
      any assignment of Term Loan A, the proceeds of any L/C Cash Collateral held
      by
      the Administrative Agent shall not be released in connection with any such
      assignment, but shall instead continue to be held by the Administrative Agent
      for application as provided by Annex
      B.

     

    (b)    
Procedure.
      The
      parties to each Sale made in reliance on clause
      (a)
      above
      (other than those described in clause
      (e)
      below)
      shall execute and deliver to the Administrative Agent (which shall keep a copy
      thereof) an Assignment, together with any existing Note subject to such Sale
      (or
      any affidavit of loss therefor acceptable to the Administrative Agent), any
      Certificates of Exemption required to be delivered pursuant to Section
      1.13
      (which
      shall also be delivered to Borrower) and, except with respect to any assignment
      by any Arranger (or any Affiliate or Related Person of such Arranger) of the
      Commitments or Loans held on the Closing Date by such Person to the extent
      such
      assignment is made as part of the primary syndication of the applicable Term
      Loan, payment by the assignee of an assignment fee in the amount of $3,500.
      Upon
      receipt of all the foregoing, and conditioned upon such receipt and upon the
      Administrative Agent consenting to such Assignment, from and after the effective
      date specified in such Assignment, the Administrative Agent shall record or
      cause to be recorded in the Loan Account the information contained in such
      Assignment.

     

    
      
        
        

      

      
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    (c)     
      Effectiveness.
      Effective upon the entry of such record in the Loan Account, (i) such assignee
      shall become a party hereto and, to the extent that rights and obligations
      under
      the Loan Documents have been assigned to such assignee pursuant to such
      Assignment, shall have the rights and obligations of a Lender, (ii) any
      applicable Note shall be transferred to such assignee through such entry and
      (iii) the assignor thereunder shall, to the extent that rights and obligations
      under this Agreement have been assigned by it pursuant to such Assignment,
      relinquish its rights (except for those surviving the termination of the
      Commitments and the payment in full of the Obligations) and be released from
      its
      obligations under the Loan Documents, other than those relating to events or
      circumstances occurring prior to such assignment, and, in the case of an
      Assignment covering all or the remaining portion of an assigning Lender’s rights
      and obligations under the Loan Documents, such Lender shall cease to be a party
      hereto.

     

    (d)    
Grant
      of Security Interests.
      In
      addition to the other rights provided in this Section
      11.1,
      each
      Lender may grant a security interest in, or otherwise assign as collateral,
      any
      of its rights under this Agreement, whether now owned or hereafter acquired
      (including rights to payments of principal or interest on the Loans), to (A)
      any
      federal reserve bank (pursuant to Regulation A of the Federal Reserve Board),
      without notice to the Administrative Agent or (B) any holder of, or trustee
      for
      the benefit of the holders of, such Lender’s Securities by notice to the
      Administrative Agent; provided,
      that no
      such holder or trustee, whether because of such grant or assignment or any
      foreclosure thereon (unless such foreclosure is made through an assignment
      in
      accordance with clause
      (b)
      above),
      shall be entitled to any rights of such Lender hereunder and no such Lender
      shall be relieved of any of its obligations hereunder.

     

    (e)     
      Participants
      and SPVs.
      In
      addition to the other rights provided in this Section
      11.1,
      each
      Lender may, (x) with notice to the Administrative Agent, grant to an SPV the
      option to make all or any part of any Loan that such Lender would otherwise
      be
      required to make hereunder (and the exercise of such option by such SPV and
      the
      making of Loans pursuant thereto shall satisfy the obligation of such Lender
      to
      make such Loans hereunder) and such SPV may assign to such Lender the right
      to
      receive payment with respect to any Obligation and (y) without notice to or
      consent from the Administrative Agent or the Borrower, sell participations
      to
      one or more Persons in or to all or a portion of its rights and obligations
      under the Loan Documents; provided,
      that,
      whether as a result of any term of any Loan Document or of such grant or
      participation, (i) no such SPV or participant shall have a commitment, or be
      deemed to have made an offer to commit, to make Loans hereunder, and, except
      as
      provided in the applicable option agreement, none shall be liable for any
      obligation of such Lender hereunder, (ii) such Lender’s rights and obligations,
      and the rights and obligations of the Credit Parties and the Secured Parties
      towards such Lender, under any Loan Document shall remain unchanged and each
      other party hereto shall continue to deal solely with such Lender, which shall
      remain the holder of the Obligations in the Register, except that (A) each
      such
      participant and SPV shall be entitled to the benefit of Section
      1.11,
      Section
      1.13
      and
Section
      1.14,
      but, in
      the case of Section
      1.13,
      only to
      the extent Borrower and the Administrative Agent receive a Certificate of
      Exemption with respect to any such participant or SPV that is a Foreign Person
      and in each such case only to the extent of any amount to which such Lender
      would be entitled in the absence of any such grant or participation and (B)
      each
      such SPV may receive other payments that would otherwise be made to such Lender
      with respect to Loans funded by such SPV to the extent provided in the
      applicable option agreement and set forth in a notice provided to the
      Administrative Agent by such SPV and such Lender; provided,
      that in
      no case (including pursuant to clause
      (A)
      or
(B)
      above)
      shall an SPV or participant have the right to enforce any of the terms of any
      Loan Document, and (iii) the consent of such SPV or participant shall not be
      required (either directly, as a restraint on such Lender’s ability to consent
      hereunder or otherwise) for any amendments, waivers or consents with respect
      to
      any Loan Document or to exercise or refrain from exercising any powers or rights
      such Lender may have under or in respect of the Loan Documents (including the
      right to enforce or direct enforcement of the Obligations), except for those
      described in clauses
      (viii)(B)
      and
(viii)(C)
      of
Section
      13.2(a)
      with
      respect to amounts, or dates fixed for payment of amounts, to which such
      participant or SPV would otherwise be entitled and, in the case of participants,
      except for those described in Section
      13.2(a)(xii)
      (or
      amendments, consents and waivers with respect to Section 10.10 to release all
      or
      substantially all of the Collateral). No party hereto shall institute (and
      Borrower shall cause each other Credit Party not to institute) against any
      SPV
      grantee of an option pursuant to this clause (e) any bankruptcy, reorganization,
      insolvency, liquidation or similar proceeding, prior to the date that is one
      year and one day after the payment in full of all outstanding commercial paper
      of such SPV; provided, however, that each Lender having designated an SPV as
      such agrees to indemnify each Indemnified Person against any Liability that
      may
      be incurred by, or asserted against, such Indemnified Person as a result of
      failing to institute such proceeding (including a failure to get reimbursed
      by
      such SPV for any such Liability). The agreement in the preceding sentence shall
      survive the termination of the Commitments and the payment in full of the
      Obligations.

     

    
      
        
        

      

      
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    11.2   Appointment
      of Administrative Agent.

     

    GE
      Capital is hereby appointed to act as the Administrative Agent on behalf of
      the
      Lenders and the Secured Parties under this Agreement and the other Loan
      Documents. The provisions of this Section
      11.2
      are
      solely for the benefit of the Administrative Agent and Lenders and no Credit
      Party nor any other Person shall have any rights as a third party beneficiary
      of
      any of the provisions hereof. In performing its functions and duties under
      this
      Agreement and the other Loan Documents, the Administrative Agent shall act
      solely as an agent of the Lenders, and the Administrative Agent does not assume
      and shall not be deemed to have assumed any obligation toward or relationship
      of
      agency or trust with or for any Credit Party or any other Person. The
      Administrative Agent shall have no duties or responsibilities except for those
      expressly set forth in this Agreement and the other Loan Documents. The duties
      of the Administrative Agent shall be mechanical and administrative in nature,
      and the Administrative Agent shall not have, or be deemed to have, by reason
      of
      this Agreement, any other Loan Document or otherwise a fiduciary relationship
      in
      respect of any Lender. Except as expressly set forth in this Agreement and
      the
      other Loan Documents, the Administrative Agent shall not have any duty to
      disclose, and shall not be liable for failure to disclose, any information
      relating to any Credit Party or any of their respective Subsidiaries or any
      Account Debtor that is communicated to or obtained by GE Capital or any of
      its
      Affiliates in any capacity. Neither the Administrative Agent nor any of its
      Affiliates nor any of their respective officers, directors, employees, agents
      or
      representatives shall be liable to any Lender for any action taken or omitted
      to
      be taken by it hereunder or under any other Loan Document, or in connection
      herewith or therewith, except for damages caused by its or their own gross
      negligence or willful misconduct.

     

    
      
        
        

      

      
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    If
      the
      Administrative Agent shall request instructions from Requisite Lenders,
      Requisite Term A Lenders, Requisite Term B Lenders, Requisite Term C Lenders,
      Supermajority Term A Lenders, all Lenders or all affected Lenders with respect
      to any act or action (including failure to act) in connection with this
      Agreement or any other Loan Document, then the Administrative Agent shall be
      entitled to refrain from such act or taking such action unless and until the
      Administrative Agent shall have received instructions from Requisite Lenders,
      Requisite Term A Lenders, Requisite Term B Lenders, Requisite Term C Lenders,
      Supermajority Term A Lenders, all Lenders or all affected Lenders, as the case
      may be, and the Administrative Agent shall not incur liability to any Person
      by
      reason of so refraining. The Administrative Agent shall be fully justified
      in
      failing or refusing to take any action hereunder or under any other Loan
      Document (a) if such action would, in the opinion of the Administrative Agent,
      be contrary to law or the terms of this Agreement or any other Loan Document,
      (b) if such action would, in the opinion of the Administrative Agent, expose
      the
      Administrative Agent to Environmental Liabilities or (c) if the Administrative
      Agent shall not first be indemnified to its satisfaction against any and all
      liability and expense which may be incurred by it by reason of taking or
      continuing to take any such action. Without limiting the foregoing, no Lender
      shall have any right of action whatsoever against the Administrative Agent
      as a
      result of the Administrative Agent acting or refraining from acting hereunder
      or
      under any other Loan Document in accordance with the instructions of Requisite
      Lenders, Requisite Term A Lenders, Requisite Term B Lenders, Requisite Term
      C
      Lenders, Supermajority Term A Lenders, all Lenders or all affected Lenders,
      as
      applicable. 

     

    11.3   Administrative
      Agent’s Reliance, Etc.
      None of
      the
      Administrative Agent or any of its Affiliates or any of their respective
      directors, officers, agents or employees shall be liable for any action taken
      or
      omitted to be taken by it or them under or in connection with this Agreement
      or
      the other Loan Documents, except for damages caused by its or their own gross
      negligence or willful misconduct. Without limiting the generality of the
      foregoing, the Administrative Agent: (a) may treat the payee of any Note as
      the
      holder thereof until the Administrative Agent receives written notice of the
      assignment or transfer thereof signed by such payee and in form reasonably
      satisfactory to the Administrative Agent; (b) may consult with legal counsel,
      independent public accountants and other experts selected by it and shall not
      be
      liable for any action taken or omitted to be taken by it in good faith in
      accordance with the advice of such counsel, accountants or experts;
      (c) makes no warranty or representation to any Lender and shall not be
      responsible to any Lender for any statements, warranties or representations
      made
      in or in connection with this Agreement or the other Loan Documents; (d) shall
      not have any duty to ascertain or to inquire as to the performance or observance
      of any of the terms, covenants or conditions of this Agreement or the other
      Loan
      Documents on the part of any Credit Party or to inspect the Collateral
      (including the Books and Records to the extent not prohibited by a
      confidentiality agreement in favor of a third party) of any Credit Party; (e)
      shall not be responsible to any Lender for the due execution, legality,
      validity, enforceability, genuineness, sufficiency or value of this Agreement
      or
      the other Loan Documents or any other instrument or document furnished pursuant
      hereto or thereto; and (f) shall incur no liability under or in respect of
      this
      Agreement or the other Loan Documents by acting upon any notice, consent,
      certificate or other instrument or writing (which may be by telecopy, telegram,
      cable or telex) believed by it to be genuine and signed or sent by the proper
      party or parties.

     

    
      
        
        

      

      
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    11.4   GE
      Capital and Affiliates.

     

    With
      respect to its Commitments hereunder, GE Capital shall have the same rights
      and powers under this Agreement and the other Loan Documents as any other Lender
      and may exercise the same as though it were not the Administrative Agent; and
      the term “Lender”
or
      “Lenders”
shall,
      unless otherwise expressly indicated, include GE Capital in its individual
      capacity. GE Capital and its Affiliates may lend money to, invest in, and
      generally engage in any kind of business with, any Credit Party, any of their
      Affiliates and any Person who may do business with or own securities of any
      Credit Party or any such Affiliate, all as if GE Capital were not the
      Administrative Agent and without any duty to account therefor to Lenders. GE
      Capital and its Affiliates may accept fees and other consideration from any
      Credit Party for services in connection with this Agreement or otherwise without
      having to account for the same to Lenders. Each Lender acknowledges the
      potential conflict of interest between GE Capital as a Lender holding
      disproportionate interests in the Loans (including the L/C Cash Collateral)
      and
      GE Capital as the Administrative Agent.

     

    11.5   Lender
      Credit Decision.

     

    Each
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender and based on the Financial Statements
      referred to in Section
      3.4(a)
      and such
      other documents and information as it has deemed appropriate, made its own
      credit and financial analysis of the Credit Parties and its own 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 deem appropriate
      at the time, continue to make its own credit decisions in taking or not taking
      action under this Agreement. Each Lender acknowledges the potential conflict
      of
      interest of each other Lender as a result of Lenders holding disproportionate
      interests in the Loans (including the L/C Cash Collateral), and expressly
      consents to, and waives any claim based upon, such conflict of
      interest.

     

    11.6   Indemnification.

     

    Lenders
      agree to indemnify the Administrative Agent (to the extent not reimbursed by
      Credit Parties and without limiting the Obligations of Credit Parties
      hereunder), ratably according to their respective Pro Rata Shares, from and
      against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever that may be imposed on, incurred by, or asserted against
      the
      Administrative Agent in any way relating to or arising out of this Agreement
      or
      any other Loan Document or any action taken or omitted to be taken by the
      Administrative Agent in connection therewith; provided,
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from the Administrative Agent’s gross negligence or willful
      misconduct. Without limiting the foregoing, each Lender agrees to reimburse
      the
      Administrative Agent promptly upon demand for its ratable share of any
      out-of-pocket expenses (including reasonable counsel fees) incurred by the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement and each other Loan Document,
      to the extent that the Administrative Agent is not reimbursed for such expenses
      by Credit Parties.

     

    
      
        
        

      

      
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    11.7   Successor
      Agents.

     

    The
      Administrative Agent may resign at any time by giving not less than thirty
      (30)
      days’ prior written notice thereof to Lenders and Borrower. Upon any such
      resignation, the Requisite Lenders shall have the right to appoint a successor
      the Administrative Agent. If a successor Administrative Agent shall not have
      been so appointed by the Requisite Lenders and shall not have accepted such
      appointment within thirty (30) days after the resigning Administrative Agent’s
      giving notice of resignation, then such resigning Administrative Agent on behalf
      of the Lenders may appoint a successor Administrative Agent, which shall be
      a
      Lender, if such Lender is willing to accept such appointment, or otherwise
      shall
      be a commercial bank or financial institution or a subsidiary of a commercial
      bank or financial institution if such commercial bank or financial institution
      is organized under the laws of the United States of America or of any State
      thereof and has a combined capital and surplus of at least $300,000,000. If
      a
      successor Administrative Agent has not been appointed pursuant to the foregoing,
      within thirty (30) days after the date such notice of resignation was given
      by
      such resigning Administrative Agent, such resignation shall become effective
      and
      the Requisite Lenders shall thereafter perform all the duties of the
      Administrative Agent hereunder until such time, if any, as the Requisite Lenders
      appoint a successor Administrative Agent as provided above. Any successor
      Administrative Agent appointed by Requisite Lenders hereunder shall be subject
      to the approval of Borrower, such approval not to be unreasonably withheld
      or
      delayed; provided,
      that
      such approval shall not be required if a Default or an Event of Default has
      occurred and is continuing. Upon the acceptance of any appointment as
      Administrative Agent hereunder by a successor Administrative Agent, such
      successor Administrative Agent shall succeed to and become vested with all
      the
      rights, powers, privileges and duties of the resigning Administrative Agent.
      Upon the earlier of (i) the acceptance of any appointment as Administrative
      Agent hereunder by a successor Administrative Agent or (ii) the effective date
      of the resigning Administrative Agent’s resignation, such resigning
      Administrative Agent shall be discharged from its duties and obligations under
      this Agreement and the other Loan Documents, except that any indemnity rights
      or
      other rights in favor of such resigning Administrative Agent shall continue.
      After any Administrative Agent’s resignation hereunder, the provisions of this
Article
      9
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was acting as the Administrative Agent under this Agreement and the other
      Loan Documents.

     

    
      
        
        

      

      
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    11.8    Setoff
      and Sharing of Payments.

     

    In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, each Lender is hereby authorized upon
      the
      occurrence and during the continuance of any Event of Default and subject to
      Section
      11.9(d),
      at any
      time or from time to time, without prior notice to any Credit Party or to any
      Person other than the Administrative Agent (except as otherwise required by
      the
      Final Order), any such notice being hereby expressly waived, to offset and
      to
      appropriate and to apply any and all balances held by it at any of its offices
      for the account of Borrower or any Guarantor (regardless of whether such
      balances are then due to Borrower or any Guarantor) and any other properties
      or
      assets at any time held or owing by that Lender or that holder to or for the
      credit or for the account of Borrower or any Guarantor against and on account
      of
      any of the Obligations that are not paid when due; provided,
      that
      the Lender exercising such offset rights shall give notice thereof to the
      affected Credit Party, except as otherwise required by the Final Order, promptly
      after exercising such rights. Any Lender exercising a right of setoff or
      otherwise receiving any payment on account of the Obligations in excess of
      its
      Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders
      shall sell) such participations in each such other Lender’s or holder’s Pro Rata
      Share of the Obligations as would be necessary to cause such Lender to share
      the
      amount so offset or otherwise received with each other Lender or holder in
      accordance with their respective Pro Rata Shares, (other than offset rights
      exercised by any Lender with respect to Sections
      1.11, 1.13 or 1.14).
      Each
      Term A Lender’s obligation under this Section
      11.8
      shall be
      in addition to and not in limitation of its obligations to purchase a
      participation in an amount equal to its Pro Rata Share of the Letter of Credit
      Obligations as provided in Annex
      B.
      Borrower and each Guarantor agrees, to the fullest extent permitted by law,
      that
      (a) any Lender may exercise its right to offset with respect to amounts in
      excess of its Pro Rata Share of the Obligations and may sell participations
      in
      such amounts so offset to other Lenders and holders and (b) any Lender so
      purchasing a participation in the Loans made or other Obligations held by other
      Lenders or holders may exercise all rights of offset, bankers’ lien,
      counterclaim or similar rights with respect to such participation as fully
      as if
      such Lender or holder were a direct holder of the Loans and the other
      Obligations in the amount of such participation. Notwithstanding the foregoing,
      if all or any portion of the offset amount or payment otherwise received is
      thereafter recovered from the Lender that has exercised the right of offset,
      the
      purchase of participations by that Lender shall be rescinded and the purchase
      price restored without interest. 

     

    11.9    Payments;
      Non-Funding Lenders; Information; Actions in Concert.
      

     

    (a)     Payments.
      Not
      less than once during each calendar month or more frequently at the
      Administrative Agent’s election (each, a “Settlement
      Date”),
      the
      Administrative Agent shall advise each Lender by telephone, or telecopy of
      the
      amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for
      the benefit of Lenders with respect to each applicable Loan. Provided that
      each
      Lender has funded all payments and Loans required to be made by it and purchased
      all participations required to be purchased by it under this Agreement and
      the
      other Loan Documents as of such Settlement Date, the Administrative Agent shall
      pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees
      paid by Borrower since the previous Settlement Date for the benefit of such
      Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding
      Lender”)
      has
      failed to fund all such payments and Loans or failed to fund the purchase of
      all
      such participations, the Administrative Agent shall be entitled to set off
      the
      funding short-fall against that Non-Funding Lender’s Pro Rata Share of all
      payments received from Borrower. Such payments shall be made by wire transfer
      to
      such Lender’s account (as specified by such Lender in Annex
      H or
      the
      applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on
      the
      next Business Day following each Settlement Date. 

     

    
      
        
        

      

      
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    (b)    Return
      of Payments.

     

    (i)    If
      the
      Administrative Agent pays an amount to a Lender under this Agreement in the
      belief or expectation that a related payment has been or will be received by
      the
      Administrative Agent from Borrower and such related payment is not received
      by
      the Administrative Agent, then the Administrative Agent will be entitled to
      recover such amount from such Lender on demand without setoff, counterclaim
      or
      deduction of any kind.

     

    (ii)    If
      the
      Administrative Agent determines at any time that any amount received by the
      Administrative Agent under this Agreement must be returned to Borrower or paid
      to any other Person pursuant to any insolvency law or otherwise, then,
      notwithstanding any other term or condition of this Agreement or any other
      Loan
      Document, the Administrative Agent will not be required to distribute any
      portion thereof to any Lender. In addition, each Lender will repay to the
      Administrative Agent on demand any portion of such amount that the
      Administrative Agent has distributed to such Lender, together with interest
      at
      such rate, if any, as the Administrative Agent is required to pay to Borrower
      or
      such other Person, without setoff, counterclaim or deduction of any
      kind.

     

    (c)    Dissemination
      of Information.
      The
      Administrative Agent shall use reasonable efforts to provide Lenders with any
      notice of Default or Event of Default received by the Administrative Agent
      from,
      or delivered by the Administrative Agent to, any Credit Party, with notice
      of
      any Event of Default of which the Administrative Agent has actually become
      aware
      and with notice of any action taken by the Administrative Agent following any
      Event of Default; provided, that the Administrative Agent shall not be liable
      to
      any Lender for any failure to do so, except to the extent that such failure
      is
      attributable to the Administrative Agent’s gross negligence or willful
      misconduct. Lenders acknowledge that Borrower is required to provide Financial
      Statements and Collateral Reports to Lenders in accordance with Annexes
      E
      and
F
      hereto
      and agree that the Administrative Agent shall not have the duty to provide
      the
      same to Lenders. 

     

    (d)    Actions
      in Concert.
      Anything in this Agreement to the contrary notwithstanding, each Lender hereby
      agrees with each other Lender that no Lender shall take any action to protect
      or
      enforce its rights arising out of this Agreement or the Notes (including
      exercising any rights of setoff) without first obtaining the prior written
      consent of the Administrative Agent and Requisite Lenders, it being the intent
      of Lenders that any such action to protect or enforce rights under this
      Agreement and the Notes shall be taken in concert and at the direction or with
      the consent of the Administrative Agent or Requisite Lenders. 

     

    12. SUCCESSORS
      AND ASSIGNS

     

    12.1   Successors
      and Assigns.

     

    This
      Agreement and the other Loan Documents shall be binding on and shall inure
      to
      the benefit of each Credit Party, the Administrative Agent, Lenders and their
      respective successors and assigns (including, in the case of any Credit Party,
      a
      debtor-in-possession on behalf of such Credit Party), except as otherwise
      provided herein or therein. No Credit Party may assign, transfer, hypothecate
      or
      otherwise convey its rights, benefits, obligations or duties hereunder or under
      any of the other Loan Documents without the prior express written consent of
      the
      Administrative Agent and Lenders. Any such purported assignment, transfer,
      hypothecation or other conveyance by any Credit Party without the prior express
      written consent of the Administrative Agent and Lenders shall be void. The
      terms
      and provisions of this Agreement are for the purpose of defining the relative
      rights and obligations of each Credit Party, the Administrative Agent and
      Lenders with respect to the transactions contemplated hereby and no Person
      shall
      be a third party beneficiary of any of the terms and provisions of this
      Agreement or any of the other Loan Documents.

     

    
      
        
        

      

      
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    13. MISCELLANEOUS

     

    13.1   Complete
      Agreement; Modification of Agreement.

     

    The
      Loan
      Documents constitute the complete agreement between the parties with respect
      to
      the subject matter thereof and may not be modified, altered or amended except
      as
      set forth in Section
      13.2.
      Any
      letter of interest, commitment letter, fee letter or confidentiality agreement,
      if any, between any Credit Party and the Administrative Agent or any Lender
      or
      any of their respective Affiliates, predating this Agreement and relating to
      a
      financing of substantially similar form, purpose or effect shall be superseded
      by this Agreement. Notwithstanding the foregoing, the Fee Letters and all
      obligations of Borrower with respect to syndication contained in the GE Capital
      Commitment Letter shall survive the execution and delivery of this Agreement
      and
      shall continue to be binding obligations of the parties.

     

    13.2   Amendments
      and Waivers.

     

    (a)    Except
      as
      otherwise expressly provided in this Agreement, the Requisite Lenders (or the
      Administrative Agent with the prior written consent of the Requisite Lenders),
      on the one hand, and Borrower, on the other hand, may from time to time enter
      into written amendments, supplements or modifications for the purpose of adding,
      deleting or modifying any provision of any Loan Document or changing in any
      manner the rights, remedies, obligations and duties of the parties thereto,
      and
      with the written consent of the Requisite Lenders, the Administrative Agent,
      on
      behalf of Lenders, may execute and deliver a written instrument waiving, on
      such
      terms and conditions as may be specified in such instrument, any of the
      requirements applicable to the Credit Parties, as the case may be, party to
      any
      Loan Document, or any Default or Event of Default and its consequences;
provided,
      that:

     

    (i)    
the
      Requisite Term A Lenders (or the Administrative Agent with the prior written
      consent of the Requisite Term A Lenders), on the one hand, and Borrower, on
      the
      other hand, may amend, supplement or otherwise modify or waive any of the terms
      and provisions (and related definitions) (A) related
      solely to the borrowings (including any conditions to such borrowings) and
      payment procedures with respect to the Term Loan A and (B) solely affecting
      the
      relative rights, remedies, obligations and priorities among Term A Lenders,
      which does not adversely affect any Term B Lender or Term C Lender (in each
      case, except to the extent any such amendment, supplement, modification or
      waiver would result in an increase of the aggregate Term A Commitment or the
      aggregate outstanding principal amount of the Term Loan A);

     

    
      
        
        

      

      
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    (ii)    the
      Requisite Term B Lenders (or the Administrative Agent with the prior written
      consent of the Requisite Term B Lenders), on the one hand, and Borrower, on
      the
      other hand, may amend, supplement or otherwise modify or waive any of the terms
      and provisions (and related definitions) (A) related solely to the borrowings
      (including any conditions to such borrowings) and payment procedures with
      respect to the Term Loan B and (B) solely affecting the relative rights,
      remedies, obligations and priorities among Term B Lenders, which does not
      adversely affect any Term A Lender or Term C Lender (in each case, except to
      the
      extent any such amendment, supplement, modification or waiver would result
      in an
      increase of the aggregate Term B Commitment or the aggregate outstanding
      principal amount of the Term Loan B);

     

    (iii)   the
      Requisite Term C Lenders (or the Administrative Agent with the prior written
      consent of the Requisite Term C Lenders), on the one hand, and Borrower, on
      the
      other hand, may amend, supplement or otherwise modify or waive any of the terms
      and provisions (and related definitions) (A) related solely to the borrowings
      (including any conditions to such borrowings) and payment procedures with
      respect to the Term Loan C and (B) solely affecting the relative rights,
      remedies, obligations and priorities among Term C Lenders, which does not
      adversely affect any Term A Lender or Term B Lender (in each case, except to
      the
      extent any such amendment, supplement, modification or waiver would result
      in an
      increase of the aggregate Term C Commitment or the aggregate outstanding
      principal amount of the Term Loan C);

     

    (iv)   no
      amendment, waiver or consent shall, unless in writing and signed by the
      Administrative Agent in addition to Lenders required above to take such action,
      affect the rights or duties of the Administrative Agent under this Agreement
      or
      the other Loan Documents; and

     

    (v)    the
      Administrative Agent may, with the consent of Borrower, amend, modify or
      supplement any Loan Document to cure any ambiguity, typographical error, defect
      or inconsistency; 

     

    provided,
      further,
      that no
      amendment, supplement, modification or waiver shall be effective
      to:

     

    (vi)   without
      the
      prior
      written consent of each of the Requisite Term A Lenders, the Requisite Term
      B
      Lenders and the Requisite Term C Lenders, (A) amend, supplement, modify or
      waive
      any provision of paragraph
      (c) (Aggregate
      Cash on Hand)
      of
Annex
      G,
      (B)
      unless expressly permitted by this Agreement, release or permit any Credit
      Party
      to sell or otherwise dispose of assets in an aggregate amount in excess of
      $75,000,000 or (C) increase the Commitment of any Lender or extend any scheduled
      final maturity of any Loan; or

     

    (vii)  
without
      the prior written consent of each of the Supermajority Term A Lenders, the
      Requisite Term B Lenders and the Requisite Term C Lenders, amend, supplement,
      modify or waive any of the terms and provisions (and related definitions)
      related to the Term A Borrowing Base (including advance rates and eligibility
      criteria) if more credit would be available to Borrower thereafter; provided,
      that
      Borrower's consent will not be required with respect to any modifications made
      in accordance with Section
      1.6;

     

    
      
        
        

      

      
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    provided,
      further,
      that no
      such amendment, supplement, modification or waiver shall be effective to,
      without the prior written consent, in addition to Lenders required above to
      take
      such action, of each Lender directly affected thereby:

     

    (viii)   (A)
      modify the Commitment of such Lender or subject such Lender to any additional
      obligation, (B) extend any scheduled final maturity of any Loan owing to such
      Lender, (C) waive or reduce, or postpone or cancel any scheduled date fixed
      for
      the payment of (it being understood that any mandatory prepayment required
      under
Section
      1.2(b)
      does not
      constitute any scheduled date fixed for payments), principal of or interest
      on
      any such Loan or any fees owing to such Lender, (D) reduce, or release Borrower
      from its obligations to repay, any other Obligation owed to such Lender or
      (E)
      consent to the assignment or transfer by Borrower of any of its rights and
      obligations under this Agreement;

     

    (ix)    amend,
      modify or waive any provision of Section
      1.2, 1.3
      or
11.8;

     

    (x)    subordinate
      any of the Obligations or Liens securing the Obligations, except as permitted
      by
      this Agreement and the Skymiles Intercreditor Agreement; or

     

    (xi)    (A)
      amend, modify or waive this Section
      13.2
      or any
      other provision specifying the Administrative Agent, Lenders or group of Lenders
      required for any amendment, modification or waiver thereof or (B) change the
      respective percentages specified in the definition of “Requisite
      Lenders,”
      “Requisite
      Term A Lenders,”
      “Requisite
      Term B Lenders,”
      “Requisite
      Term C Lenders,”
or
      “Supermajority
      Term A Lenders”;
      or


     

    provided,
      further,
      that no
      such amendment, supplement, modification or waiver shall be effective to,
      without the prior written consent of all Lenders:

     

    (xii)   (A)
      release any Guarantor from the obligations provided for in the Collateral
      Documents, except as otherwise permitted herein or in the other Loan Documents,
      or (B) release or permit any Credit Party to sell or otherwise dispose of all
      or
      substantially all of the Collateral provided for in the Collateral Documents;
      provided,
      however,
      that no
      waiver, amendment, supplement or modification shall be required for the
      Administrative Agent to take additional Collateral pursuant to any Loan
      Document.

     

    (b)    Any
      waiver, amendment, supplement or modification pursuant to this Section
      13.2
      shall
      apply equally to each of Lenders and shall be binding upon Lenders and all
      future holders of any of the Loans, the Notes, the Letter of Credit Obligations
      and all other Obligations. 

     

    
      
        
        

      

      
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    (c)    To
      the
      extent (a) the consent or vote of any Lender in its capacity as a Term A Lender,
      a Term B Lender or a Term C Lender, as applicable, is required, but not obtained
      (any such Lender whose consent is not obtained as described in this Section
      13.2(c)
      being
      referred to as a “Non-Consenting
      Lender”)
      in
      connection with any proposed amendment, modification, supplement, waiver or
      exercise of remedies (a “Proposed
      Change”)
      and
      (b) the Administrative Agent shall have consented to such Proposed Change,
      at
      the request of Borrower and with the consent of the Administrative Agent (not
      to
      be unreasonably withheld), any Person reasonably acceptable to such
      Administrative Agent (which Person may be the Lender acting as such
      Administrative Agent and shall have consented to such Proposed Change) shall
      have the right (but not the obligation) to purchase from such Non-Consenting
      Lender, and such Non-Consenting Lender shall, upon the request of such
      Administrative Agent, sell and assign to such Person all of the applicable
      Commitments and Loans of such Non-Consenting Lender for an amount equal to
      the
      principal balance of all applicable Loans held by such Non-Consenting Lender
      and
      all accrued and unpaid interest and fees with respect thereto through the date
      of such sale and purchase (the “Purchase
      Amount”);
      provided,
      however,
      that
      such sale and purchase (and the corresponding assignment) shall not be effective
      until (A) such Administrative Agent shall have received from such Person an
      agreement in form and substance satisfactory to such Administrative Agent
      whereby such Person shall agree to be bound by the terms hereof and (B) such
      Non-Consenting Lender shall have received the Purchase Amount from such Person.
      Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute
      and deliver to the Administrative Agent the Note or Notes evidencing such
      Commitments or Loans and an Assignment Agreement to evidence such sale and
      assignment; provided,
      however,
      that
      the failure of any Non-Consenting Lender to deliver such Note or Notes or
      execute an Assignment Agreement shall not render such sale and purchase (and
      the
      corresponding assignment) invalid.

     

    (d)    Upon
      the
      Termination Date, the Administrative Agent shall deliver to Borrower termination
      statements, mortgage releases, reconveyances and other documents necessary
      or
      appropriate to evidence the termination of the Liens securing payment of the
      Obligations.

     

    13.3   Fees
      and Expenses.

     

    Borrower
      shall reimburse (i) the Administrative Agent for all fees, costs and
      expenses (including the reasonable fees and expenses of all of its counsel,
      advisors, consultants and auditors) and (ii) the Administrative Agent (and,
      with respect to clauses
      (b),
      (c)
      and
(d)
      below,
      all Lenders) for all fees, costs and expenses, including the reasonable fees,
      costs and expenses of counsel or other advisors (including environmental and
      management consultants and appraisers) incurred in connection with the
      negotiation, preparation and filing and/or recordation of the Loan Documents
      and
      incurred in connection with:

     

    (a)    any
      amendment, modification or waiver of, or consent with respect to, or termination
      of, any of the Loan Documents or advice in connection with the syndication
      and
      administration of the Loans made pursuant hereto or its rights hereunder or
      thereunder;

     

    (b)    any
      litigation, contest, dispute, suit, proceeding or action (whether instituted
      by
      the Administrative Agent, any Lender, any Credit Party or any other Person
      and
      whether as a party, witness or otherwise) in any way relating to the Collateral,
      any of the Loan Documents or any other agreement to be executed or delivered
      in
      connection herewith or therewith, including any litigation, contest, dispute,
      suit, case, proceeding or action, and any appeal or review thereof, in
      connection with a case commenced by or against any or all of the Credit Parties
      or any other Person that may be obligated to the Administrative Agent by virtue
      of the Loan Documents, including any such litigation, contest, dispute, suit,
      proceeding or action arising in connection with any work-out or restructuring
      of
      the Loans during the pendency of one or more Events of Default; provided,
      that in
      the case of reimbursement of counsel for Lenders other than the Administrative
      Agent, such reimbursement shall be limited to one counsel for all such Lenders;
      provided,
      further,
      that no
      Person shall be entitled to reimbursement under this clause
      (b)
      in
      respect of any litigation, contest, dispute, suit, proceeding or action to
      the
      extent any of the foregoing results from such Person’s gross negligence or
      willful misconduct;

     

    
      
        
        

      

      
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    (c)    any
      attempt to enforce any remedies of the Administrative Agent or any Lender
      against any or all of the Credit Parties or any other Person that may be
      obligated to the Administrative Agent or any Lender by virtue of any of the
      Loan
      Documents, including any such attempt to enforce any such remedies in the course
      of any work-out or restructuring of the Loans during the pendency of one or
      more
      Events of Default; provided,
      that in
      the case of reimbursement of counsel for Lenders other than the Administrative
      Agent, such reimbursement shall be limited to one counsel for all such
      Lenders;

     

    (d)    any
      workout or restructuring of the Loans during the pendency of one or more Events
      of Default; and

     

    (e)    efforts
      to (i) monitor the Loans or any of the other Obligations, (ii) evaluate, observe
      or assess any of the Credit Parties or their respective affairs, and (iii)
      verify, protect, evaluate, assess, appraise, collect, sell, liquidate or
      otherwise dispose of any of the Collateral, in each case pursuant to and in
      accordance with the terms of the Loan Documents;

     

    including,
      as to each of clauses
      (a)
      through
(e)
      above,
      all reasonable attorneys’ and other professional and service providers’ fees
      arising from such services and other advice, assistance or other representation,
      including those in connection with any appellate proceedings, and all expenses,
      costs, charges and other fees incurred by such counsel and others in connection
      with or relating to any of the events or actions described in this Section
      13.3,
      all of
      which shall be payable, on demand, by Borrower to the Administrative Agent.
      Without limiting the generality of the foregoing, such expenses, costs, charges
      and fees may include: fees, costs and expenses of accountants, environmental
      advisors, appraisers, investment bankers, management and other consultants
      and
      paralegals; court costs and expenses; photocopying and duplication expenses;
      court reporter fees, costs and expenses; long distance telephone charges; air
      express charges; telegram or telecopy charges; secretarial overtime charges;
      charges for any E-System; and expenses for travel, lodging and food paid or
      incurred in connection with the performance of such legal or other advisory
      services. 

     

    13.4   No
      Waiver.

     

    The
      Administrative Agent’s or any Lender’s failure, at any time or times, to require
      strict performance by the Credit Parties of any provision of this Agreement
      or
      any other Loan Document shall not waive, affect or diminish any right of the
      Administrative Agent or such Lender thereafter to demand strict compliance
      and
      performance herewith or therewith. Any suspension or waiver of an Event of
      Default shall not suspend, waive or affect any other Event of Default whether
      the same is prior or subsequent thereto and whether the same or of a different
      type. Subject to the provisions of Section
      13.2,
      none of
      the undertakings, agreements, warranties, covenants and representations of
      any
      Credit Party contained in this Agreement or any of the other Loan Documents
      and
      no Default or Event of Default by any Credit Party shall be deemed to have
      been
      suspended or waived by the Administrative Agent or any Lender, unless such
      waiver or suspension is by an instrument in writing signed by an officer of
      or
      other authorized employee of the Administrative Agent and the applicable
      required Lenders and directed to Borrower specifying such suspension or
      waiver.

     

    
      
        
        

      

      
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    13.5   Remedies.

     

    The
      Administrative Agent’s and Lenders’ rights and remedies under this Agreement
      shall be cumulative and nonexclusive of any other rights and remedies that
      the
      Administrative Agent or any Lender may have under any other agreement, including
      the other Loan Documents, by operation of law or otherwise. Recourse to the
      Collateral shall not be required. 

     

    13.6   Severability.

     

    Wherever
      possible, each provision of this Agreement and the other Loan Documents shall
      be
      interpreted in such a manner as to be effective and valid under applicable
      law,
      but if any provision of this Agreement or any other Loan Document shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective only to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement or such other Loan Document.

     

    13.7   Conflict
      of Terms.

     

    Except
      as
      otherwise provided in this Agreement or any of the other Loan Documents by
      specific reference to the applicable provisions of this Agreement, if any
      provision contained in this Agreement conflicts with any provision in any of
      the
      other Loan Documents, the provision contained in this Agreement shall govern
      and
      control.

     

    13.8   Confidentiality.

     

    The
      Administrative Agent and Lender agree to use commercially reasonable efforts
      (equivalent to the efforts the Administrative Agent or Lender applies to
      maintain the confidentiality of its own confidential information) to maintain
      as
      confidential all confidential information provided to them by the Credit Parties
      and designated as confidential for a period of two (2) years following receipt
      thereof, except that the Administrative Agent and Lender may disclose such
      information (a) to Persons employed or engaged by the Administrative Agent
      or
      Lender; (b) to any bona fide assignee or participant or potential assignee
      or
      participant that has agreed to comply with the covenant contained in this
Section
      13.8
      (and any
      such bona fide assignee or participant or potential assignee or participant
      may
      disclose such information to Persons employed or engaged by them as described
      in
clause
      (a)
      above);
      (c) as required or requested by any Governmental Authority or reasonably
      believed by the Administrative Agent or Lender to be compelled by any court
      decree, subpoena or legal or administrative order or process; (d) as, on the
      advice of the Administrative Agent’s or Lender’s counsel, is required by law;
      (e) in connection with the exercise of any right or remedy under the Loan
      Documents or in connection with any Litigation to which the Administrative
      Agent
      or Lender is a party related to the Loan Documents or the Loans or other
      Obligations thereunder; (f) that ceases to be confidential through no fault
      of
      the Administrative Agent or Lender; (g)
      to its
      affiliates and its and their directors, officers, employees, advisors,
      representatives or agents, and (h)
      to
      ratings agencies.

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    13.9   GOVERNING
      LAW.

     

    EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS,
      INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN
      DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED
      STATES OF AMERICA. EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE
STATE
      OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW
      YORK,
      NEW YORK SHALL HAVE NON-EXCLUSIVE
      JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT
      PARTIES, THE ADMINISTRATIVE AGENT AND LENDERS PERTAINING TO THIS AGREEMENT
      OR
      ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED,
      THAT THE ADMINISTRATIVE AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT
      ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE
      OF
      NEW YORK COUNTY AND; PROVIDED,
      FURTHER
      THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
      ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
      OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
      ADMINISTRATIVE AGENT. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN
      ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
      AND EACH CREDIT PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY
      OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
      AND HEREBY CONSENTS, TO THE EXTENT PERMITTED BY LAW, TO THE GRANTING OF SUCH
      LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH CREDIT
      PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, PERSONAL SERVICE OF THE
      SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS
      SET
      FORTH IN ANNEX
      I OF
      THIS AGREEMENT AND THAT SERVICE SO MADE SHALL, TO THE EXTENT PERMITTED BY LAW,
      BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT PARTY’S ACTUAL RECEIPT
      THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER
      POSTAGE PREPAID.

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    13.10  Notices.

     

    (a)    Except
      as
      otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communication shall
      or
      may be given to or served upon any of the parties by any other parties, or
      whenever any of the parties desires to give or serve upon any other parties
      any
      communication with respect to this Agreement, each such notice, demand, request,
      consent, approval, declaration or other communication shall be in writing and
      shall be deemed to have been validly served, given or delivered (a) upon the
      earlier of actual receipt and three (3) Business Days after deposit in the
      United States Mail, registered or certified mail, return receipt requested,
      with
      proper postage prepaid, (b) upon transmission, when sent by telecopy or other
      similar facsimile transmission (with such telecopy or facsimile promptly
      confirmed by delivery of a copy by personal delivery or United States Mail
      as
      otherwise provided in this Section
      13.10);
      (c)
      one (1) Business Day after deposit with a reputable overnight courier with
      all charges prepaid or (d) when delivered, if hand-delivered by messenger,
      all
      of which shall be addressed to the party to be notified and sent to the address
      or facsimile number indicated in Annex
      I 
      or to
      such other address (or facsimile number) as may be substituted by notice given
      as herein provided. The giving of any notice required hereunder may be waived
      in
      writing by the party entitled to receive such notice. Failure or delay in
      delivering copies of any notice, demand, request, consent, approval, declaration
      or other communication to any Person (other than Borrower or the Administrative
      Agent) designated in Annex
      I 
      to
      receive copies shall in no way adversely affect the effectiveness of such
      notice, demand, request, consent, approval, declaration or other
      communication.

     

    (b)    Subject
      to the provisions of Section
      13.10(a),
      each of
      the Administrative Agent, Borrower, the Lenders, the L/C Issuers and each of
      their Related Persons is authorized (but not required) to transmit, post or
      otherwise make or communicate, in its sole discretion, Electronic Transmissions
      in connection with any Loan Document and the transactions contemplated therein;
      provided, that notices to any Credit Party shall not be made by any posting
      to
      an Internet or extranet based site or other equivalent service but may be made
      by e-mail or E-fax, if available, so long as such notices are also sent in
      accordance with Section 13.10(a). Each Credit Party and each Secured Party
      hereby acknowledges and agrees that the use of Electronic Transmissions is
      not
      necessarily secure and that there are risks associated with such use, including
      risks of interception, disclosure and abuse and each indicates it assumes and
      accepts such risks by hereby authorizing the transmission of Electronic
      Transmissions.

     

    (c)    Subject
      to the provisions of Section
      13.10(a),
      (i)(A)
      no posting to any E-System shall be denied legal effect merely because it is
      made electronically, (B) each E Signature on any such posting shall be deemed
      sufficient to satisfy any requirement for a “signature”
and
      (C)
      each such posting shall be deemed sufficient to satisfy any requirement for
      a
“writing”,
      in
      each case including pursuant to any Loan Document, any applicable provision
      of
      any Uniform Commercial Code, the federal Uniform Electronic Transactions Act,
      the Electronic Signatures in Global and National Commerce Act and any
      substantive or procedural Requirement of Law governing such subject matter,
      (ii)
      each such posting that is not readily capable of bearing either a signature
      or a
      reproduction of a signature may be signed, and shall be deemed signed, by
      attaching to, or logically associating with such posting, an E-Signature, upon
      which each Secured Party and Credit Party may rely and assume the authenticity
      thereof, (iii) each such posting containing a signature, a reproduction of
      a
      signature or an E-Signature shall, for all intents and purposes, have the same
      effect and weight as a signed paper original and (iv) each party hereto or
      beneficiary hereto agrees not to contest the validity or enforceability of
      any
      posting on any E-System or E-Signature on any such posting under the provisions
      of any applicable Requirement of Law requiring certain documents to be in
      writing or signed; provided, however, that nothing herein shall limit such
      party’s or beneficiary’s right to contest whether any posting to any E-System or
      E-Signature has been altered after transmission.

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    (d)    All
      uses
      of an E-System shall be governed by and subject to, in addition to this
Section
      13.10,
      separate terms and conditions posted or referenced in such E-System and related
      contractual obligations executed by Secured Parties and Delta Companies in
      connection with the use of such E-System.

     

    (e)    ALL
      E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS
      IS”
AND
      “AS
      AVAILABLE”.
      NONE
      OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS WARRANTS THE ACCURACY,
      ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND
      DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY
      KIND
      IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS IN CONNECTION
      WITH ANY E SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
      THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. The Credit
      Parties agree (and Borrower shall cause each other Credit Party to agree) that
      the Administrative Agent has no responsibility for maintaining or providing
      any
      equipment, software, services or any testing required in connection with any
      Electronic Transmission or otherwise required for any E-System.

     

    13.11  Section
      Titles.

     

    The
      Section titles and Table of Contents contained in this Agreement are and shall
      be without substantive meaning or content of any kind whatsoever and are not
      a
      part of the agreement between the parties hereto.

     

    13.12  Counterparts.

     

    This
      Agreement may be executed in any number of separate counterparts, each of which
      shall collectively and separately constitute one agreement.

     

    13.13  WAIVER
      OF JURY TRIAL.

     

    BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
      RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
      SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE ADMINISTRATIVE AGENT,
      LENDERS AND ANY CREDIT PARTY ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
      INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
      THERETO.

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    13.14  Press
      Releases and Related Matters.

     

    Each
      Credit Party executing this Agreement agrees that neither it nor its Affiliates
      will in the future issue any press releases or other public disclosure using
      the
      name of the Administrative Agent or any Arranger or its affiliates or referring
      to this Agreement, the other Loan Documents without at least two (2) Business
      Days’ prior notice to the Administrative Agent or such Arranger, as the case may
      be, and without the prior written consent of the Administrative Agent or such
      Arranger, as the case may be, unless (and only to the extent that) such Credit
      Party or Affiliate is required to do so under law and then, in any event, such
      Credit Party or Affiliate will consult, to the extent permitted by law, with
      the
      Administrative Agent or such Arranger, as the case may be, before issuing such
      press release or other public disclosure. Each Credit Party consents to the
      publication by the Administrative Agent, any Arranger or Lender of advertising
      material relating to the financing transactions contemplated by this Agreement
      using Borrower’s name, product photographs, logo or trademark. The
      Administrative Agent, any Arranger or any Lender shall provide a draft of any
      advertising material to each Credit Party for review and comment at least two
      (2) Business Days prior to the publication thereof. Each of the Administrative
      Agent and the Arrangers reserves the right to provide to industry trade
      organizations information necessary and customary for inclusion in league table
      measurements. 

     

    13.15  [Reserved].

     

    13.16 
Advice
      of Counsel.

     

    Each
      of
      the parties represents to each other party hereto that it has discussed this
      Agreement and, specifically, the provisions of Sections
      13.9
      and
13.13,
      with
      its counsel.

     

    13.17 
No
      Strict Construction.

     

    The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      hereto and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provisions of this
      Agreement.

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    [The
      remainder of this page is intentionally left blank.]

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed as of the date first
      written above.

     

    
      	 	 	 
	 	DELTA
              AIR
              LINES, INC.,
              as Borrower
	 
 	 
 	 
 
	 	By:  	/s/ Paul
              A.
              Jacobson
	 	
              

            
	 	Name: Paul A. Jacobson
	 	Title:
              Vice President and Treasurer


    

     

    
      	 	 	 
	 	
              GENERAL
                ELECTRIC CAPITAL

              CORPORATION, as
                Administrative Agent and Lender

            
	 
 	 
 	 
 
	 	By:  	/s/ Douglas
              A. Kelly
	 	
              

            
	 	Name: Douglas A. Kelly
	 	Title:
              Duly Authorized Signatory


    

     

    Signature
      Page to Credit
      Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      following Persons are signatories to this Agreement in their capacity as Credit
      Parties and not as Borrower.

     

    
      	 	 	 
	 	
              ASA
                HOLDINGS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Paul
              A.
              Jacobson
	 	
              

            
	 	Name: Paul A. Jacobson
	 	Title:
              President


    

     

    
      	 	 	 
	 	
              COMAIR
                HOLDINGS, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/ Donald
              T.
              Bornhorst
	 	
              

            
	 	Name: Donald T. Bornhorst
	 	Title:
              Treasurer


    

     

    
      	 	 	 
	 	
              COMAIR,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Donald
              T.
              Bornhorst
	 	
              

            
	 	Name: Donald T. Bornhorst
	 	Title:
              Chief Financial Officer


    

    


    
      	 	 	 
	 	
              COMAIR
                SERVICES, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar
	 	
              

            
	 	Name: Mona Warwar
	 	Title:
              Treasurer


    

      

    
      	 	 	 
	 	
              
                CROWN
                  ROOMS, INC.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar
	 	
              

            
	 	Name: Mona Warwar
	 	Title:
              Assistant Treasurer


    

    
       

      Signature
        Page to Credit
        Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              
                DAL
                  AIRCRAFT TRADING, INC.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Kenneth
              W. Morge
	 	
              

            
	 	Name: Kenneth W. Morge
	 	Title:
              Treasurer


    

     

    
      	 	 	 
	 	
              
                DAL
                  GLOBAL SERVICES, LLC

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar
	 	
              

            
	 	Name: Mona Warwar
	 	Title:
              Assistant Treasurer


    

    

      	 	 	 
	 	
              
                
                  DAL
                    MOSCOW, INC.

                

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar
	 	
              

            
	 	Name: Mona Warwar
	 	Title:
              Treasurer

     

    
      	 	 	 
	 	
              
                
                  DELTA
                    AIRELITE BUSINESS JETS, INC.

                

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar
	 	
              

            
	 	Name: Mona Warwar
	 	Title:
              Assistant Treasurer




    
      	 	 	 
	 	
              
                
                  DELTA
                    BENEFITS MANAGEMENT, INC.

                

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              O. Randolfi
	 	
              

            
	 	Name: Michael O. Randolfi
	 	Title:
              Treasurer

 

    
      	 	 	 
	 	
              
                
                  DELTA
                    CONNECTION ACADEMY, INC.

                

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Mona
              Warwar
	 	
              

            
	 	Name: Mona Warwar
	 	Title:
              Treasurer


    

     

    Signature
      Page to Credit Agreement 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
      

       

      
        
          	 	 	 
	 	
                  
                    
                      
                        DELTA
                          CORPORATE IDENTITY, INC.

                      

                    

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Mona
                  Warwar
	 	
                  

                
	 	Name: Mona Warwar
	 	Title:
                  Assistant Treasurer

 

          
            
              	 	 	 
	 	
                      
                        
                          
                            DELTA
                              LOYALTY MANAGEMENT SERVICES,
                              LLC

                          

                        

                      

                    
	 
 	 
 	 
 
	 	By:  	/s/ J.
                      Scott
                      McClain
	 	
                      

                    
	 	Name: J. Scott McClain
	 	Title:
                      Vice President


            

             

            
              	 	 	 
	 	
                      
                        
                          
                            DELTA
                              TECHNOLOGY, LLC

                          

                        

                      

                    
	 
 	 
 	 
 
	 	By:  	/s/ David
                      S.
                      Cartee
	 	
                      

                    
	 	Name: David S. Cartee
	 	Title:
                      Assistant Secretary


            

             

            
              	 	 	 
	 	
                      
                        
                          
                            DELTA
                              VENTURES III, LLC

                          

                        

                      

                    
	 
 	 
 	 
 
	 	By:  	/s/ Mona
                      Warwar
	 	
                      

                    
	 	Name: Mona Warwar
	 	Title:
                      Vice President –
                      Tax


            

             

            
              
                	 	 	 
	 	
                        
                          
                            
                              
                                EPSILON
                                  TRADING, INC.

                              

                            

                          

                        

                      
	 
 	 
 	 
 
	 	By:  	/s/ Edward
                        M.
                        Smith
	 	
                        

                      
	 	Name: Edward M. Smith
	 	Title:
                        Treasurer and Controller


              

               

              Signature
                Page to Credit Agreement 


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                
                  
                    	 	 	 
	 	
                            
                              
                                
                                  
                                    KAPPA
                                      CAPITAL MANAGEMENT,
                                      INC.

                                  

                                

                              

                            

                          
	 
 	 
 	 
 
	 	By:  	/s/ Mona
                            Warwar
	 	
                            

                          
	 	Name: Mona Warwar
	 	Title:
                            Vice President and Treasurer


                  

                

              

               

              
                
                  
                    
                      	 	 	 
	 	
                              
                                
                                  
                                    
                                      SONG,
                                        LLC

                                    

                                  

                                

                              

                            
	 
 	 
 	 
 
	 	By:  	/s/ Kenneth
                              W. Morge
	 	
                              

                            
	 	Name: Kenneth W.
                              Morge
	 	Title:
                              Assistant Treasurer


                    

                  

                

                 

              

            

          

        

      

    

    
      Signature
        Page to Credit
        Agreement


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      A
      (Recitals)

    to

    CREDIT
      AGREEMENT

     

    DEFINITIONS

     

    Capitalized
      terms used in the Loan Documents shall have (unless otherwise provided elsewhere
      in the Loan Documents) the following respective meanings and all references
      to
      Sections, Exhibits, Schedules or Annexes in the following definitions shall
      refer to Sections, Exhibits, Schedules or Annexes of or to the
      Agreement:

     

    “Account
      Debtor”
means
      any Person who may become obligated to any Credit Party under, with respect
      to,
      or on account of, an Account, Chattel Paper or General Intangibles (including
      a
      payment intangible).

     

    “Accounting
      Changes”
has
      the
      meaning ascribed thereto in Annex
      G.

     

    “Accounts”
means
      all “accounts,”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, including (a) all accounts receivable, other receivables, book debts
      and
      other forms of obligations (other than forms of obligations evidenced by Chattel
      Paper or Instruments), (including any such obligations that may be characterized
      as an account or contract right under the Code), (b) all of each Credit Party’s
      rights in, to and under all purchase orders or receipts for goods or services,
      (c) all of each Credit Party’s rights to any goods represented by any of the
      foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation
      and stoppage in transit and rights to returned, reclaimed or repossessed goods),
      (d) all healthcare insurance receivables, and (e) all collateral security of
      any
      kind, now or hereafter in existence, given by any Account Debtor or other Person
      with respect to any of the foregoing.

     

    “Additional
      Aircraft”
shall
      have the meaning ascribed to it in the Aircraft Mortgage.

     

    “Additional
      Engine”
shall
      have the meaning ascribed to it in the Aircraft Mortgage.

     

    “Administrative
      Agent”
has
      the
      meaning ascribed to it in the Preamble.

     

    “Affected
      Lender”
has
      the
      meaning ascribed to it in Section
      1.14(e).

     

    “Affiliate”
means,
      with respect to any Person, (a) each Person that, directly or indirectly, owns
      or controls, whether beneficially, or as a trustee, guardian or other fiduciary,
      20% or more of the Stock having ordinary voting power in the election of
      directors of such Person, (b) each Person that controls, is controlled by or
      is
      under common control with such Person, and (c) each of such Person’s joint
      venturers and partners who are Affiliates under clause (a) hereof. For the
      purposes of this definition, “control”
of
      a
      Person shall mean the possession, directly or indirectly, of the power to direct
      or cause the direction of its management or policies, whether through the
      ownership of voting securities, by contract or otherwise; provided,
      that
      the term “Affiliate,”
when
      used with reference to a Credit Party, shall specifically exclude the
      Administrative Agent and each Lender.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

       

    

    “Aggregate
      Cash On Hand”
means
      the amount of cash and Cash Equivalents of the Delta Companies that may be
      classified, in accordance with GAAP, as “unrestricted”
on
      the
      consolidated balance sheets of Borrower.

     

    “Agreement”
means
      this Agreement, as the same may be amended, supplemented, restated or otherwise
      modified from time to time.

     

    “Air
      Carrier”
means
      each of Borrower and Comair, Inc.

     

    “Aircraft”
shall
      have the meaning ascribed to it in the Aircraft Mortgage.

     

    “Aircraft
      Mortgage”
means
      the Aircraft Mortgage and Security Agreement in the form of Exhibit
      B
      hereto
      entered into by and among the Administrative Agent for the benefit of the
      Secured Parties and each Credit Party that is a signatory thereto, as amended,
      modified or supplemented from time to time. 

     

    “Airport
      Authority”
shall
      have the meaning ascribed to it in the SGR Security Agreement.

     

    “Allocated
      Amount”
means,
      with respect to any asset, the amount allocated to such asset in the most recent
      Borrowing Base Certificate delivered by Borrower to the Administrative Agent
      in
      accordance with Annex
      F.
      

     

    “Amended
      and Restated Arrangement Fee Letter”
means
      the Amended and Restated Fee Letter, dated March 15, 2006, between GE Capital
      and Borrower.

     

    “Amex”
means
      American Express Travel Related Services Company, Inc. and each of its
      affiliates party to the Post-Petition Skymiles Facility Documents.

     

    “Appendices”
has
      the
      meaning ascribed to it in the recitals to the Agreement.

     

    “Applicable
      Term A Index Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the Index Rate applicable to the Term Loan A, as determined by reference
      to
Section
      1.5(a).

     

    “Applicable
      Term A LIBOR Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Term Loan A, as determined by reference
      to
Section
      1.5(a).

     

    “Applicable
      Term B Index Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the Index Rate applicable to the Term Loan B, as determined by reference
      to
Section
      1.5(a).

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

       

    

    “Applicable
      Term B LIBOR Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Term Loan B, as determined by reference
      to
Section
      1.5(a).

     

    “Applicable
      Term C Index Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the Index Rate applicable to the Term Loan C, as determined by reference
      to
Section
      1.5(a).

     

    “Applicable
      Term C LIBOR Margin”
means
      the per annum interest rate from time to time in effect and payable in addition
      to the LIBOR Rate applicable to the Term Loan C, as determined by reference
      to
Section
      1.5(a).

     

    “Appraisers”
shall
      mean Simat, Helliesen & Eichner, Inc., Sage Popovich and Cushman &
Wakefield (with respect to the Owned Real Estate appraised on or before the
      Closing Date), or such other appraisers acceptable to the Administrative
      Agent.

     

    “Approved
      Fund”
means,
      with respect to any Lender, any Person (other than a natural Person) that (a)
      is
      or will be engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course of
      its
      business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate
      of
      such Lender or (iii) any Person (other than an individual) or any Affiliate
      of
      any Person (other than an individual) that administers or manages such
      Lender.

     

    “ARB
      Indebtedness”
means,
      with respect to any Delta Company, without duplication, all Indebtedness or
      obligations of such Delta Company 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 such bonds exempt from certain federal or state taxes.

     

    “Arrangers”
shall
      mean, collectively, (a) with respect to Term Loan A and Term Loan B, GE Capital
      Markets, Inc. and (b) with respect to Term Loan C, GE Capital Markets, Inc.
      and
      Morgan Stanley Senior Funding, Inc. 

     

    “Asset
      Sale”
has
      the
      meaning ascribed to it in Section
      6.8.
      

     

    “Assignment
      Agreement”
has
      the
      meaning ascribed to it in Section
      11.1(a).

     

    “Aviation
      Authority”
means
      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 Credit Parties including, without
      limitation, the FAA or DOT.

     

    “Avoidance
      Actions”
shall
      mean the Credit Parties’ claims and causes of action arising under Section
      502(d), 544, 545, 547, 548 or 550 of the Bankruptcy Code or any other avoidance
      action under the Bankruptcy Code; provided,
      that
“Avoidance
      Actions”
shall
      not include any Proceeds of such property.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

       

    

    “Bankruptcy
      Code”
means
      the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et
      seq.

     

    “Bankruptcy
      Court”
has
      the
      meaning ascribed to it in the Preamble or shall mean any other court having
      competent jurisdiction over the Cases.

     

    “Blocked
      Account”
means
      any account of any Credit Party that is subject to a Blocked Account Agreement
      or a Control Letter pursuant to Annex
      C.

     

    “Blocked
      Account Agreement”
means
      a
      control agreement, in form and substance satisfactory to the Administrative
      Agent, among any Credit Party, the Administrative Agent for the benefit of
      Secured Parties and the applicable bank or financial institution. Any Blocked
      Account Agreement substantially in the form of any Blocked Account Agreement
      in
      effect on the Closing Date shall be deemed to be satisfactory to the
      Administrative Agent.

     

    “Books
      and Records”
means
      books and records of the Credit Parties, including financial, corporate,
      operations and sales books, records, books of account, sales and purchase
      records, lists of suppliers and customers, formulae, business reports, plans
      and
      projections and all other documents, logs, surveys, plans, files, records,
      assessments, correspondence, and other data and information, financial or
      otherwise, and all aircraft manuals, log books and other documents and records,
      including all data and information stored on computer-related or other
      electronic media.

     

    “Borrower”
has
      the
      meaning ascribed thereto in the preamble to the Agreement.

     

    “Borrowing
      Base Certificate”
means
      a
      certificate to be executed and delivered from time to time by Borrower in the
      form attached to the Agreement as Exhibit
      4.1(b).

     

    “Business
      Day”
means
      any day that is not a Saturday, a Sunday or a day on which banks are required
      or
      permitted to be closed in the State of New York and in reference to LIBOR Loans
      shall mean any such day that is also a LIBOR Business Day. 

     

    “Capital
      Expenditures”
means,
      with respect to any Person, all expenditures (by the expenditure of cash or
      the
      incurrence of Indebtedness) by such Person during any measuring period, net
      of
      cash amounts received by Borrower and its Subsidiaries from other Persons during
      such period in reimbursement of Capital Expenditures made by Borrower and its
      Subsidiaries and excluding interest capitalized during construction, for any
      fixed assets or improvements or for replacements, substitutions or additions
      thereto, that have a useful life of more than one year and that are required
      to
      be capitalized under GAAP (including equipment which in the ordinary course
      of
      business is purchased simultaneously with the trade-in or exchange of existing
      equipment owned by Borrower or any of its Subsidiaries to the extent of the
      gross amount of such purchase price less the book value of the equipment being
      traded in or exchanged at such time), but excluding expenditures made in
      connection with the replacement or restoration of assets to the extent
      reimbursed or financed from (x) insurance proceeds paid on account of the loss
      of or the damage to the assets being replaced or restored, or (y) awards of
      compensation arising from the taking by condemnation or eminent domain of such
      assets being replaced. 

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

       

    

    “Capital
      Lease”
means,
      with respect to any Person, any lease of any property (whether real, personal
      or
      mixed) by such Person as lessee that, in accordance with GAAP, would be required
      to be classified and accounted for as a capital lease on a balance sheet of
      such
      Person.

     

    “Capital
      Lease Obligation”
means,
      with respect to any Capital Lease of any Person, the amount of the obligation
      of
      the lessee thereunder that, in accordance with GAAP, would appear on a balance
      sheet of such lessee in respect of such Capital Lease.

     

    “Carve-Out”
means
      claims of the following parties for the following amounts: (i) the unpaid fees
      of the U.S. Trustee or the Clerk of the Bankruptcy Court pursuant to 28 U.S.C.
§
1930(a) and (ii) after
      the
      occurrence and during the continuance of an Event of Default,
      the
      aggregate allowed unpaid fees and expenses payable under sections 330 and 331
      of
      the Bankruptcy Code to professional persons retained pursuant to an order of
      the
      Bankruptcy Court by any Credit Party or any Committee not to exceed
      $35,000,000
      (plus
      all
      unpaid professional fees and disbursements accrued
      or incurred prior to the occurrence of an Event of Default and reflected on
      the
      most recent Borrowing Base Certificate and reserved against the Term A Borrowing
      Base, or otherwise reported in writing to the Administrative Agent, to the
      extent allowed by the Bankruptcy Court at any time)
      in the
      aggregate; provided,
      that
      the Carve-Out shall not include, apply to or be available for any fees or
      expenses incurred by any party, including any Credit Party or any Committee,
      in
      connection with the initiation or prosecution of any claims, causes of action,
      adversary proceedings or other litigation against the Administrative Agent,
      the
      Lenders or the L/C Issuers, including challenging the amount, validity,
      perfection, priority or enforceability of or asserting any defense, counterclaim
      or offset to, the Obligations or the security interests and Liens of the Secured
      Parties in respect thereof; provided,
      further,
      that
      (a) as long as no Event of Default shall have occurred and be continuing, the
      Credit Parties shall be permitted to pay compensation and reimbursement of
      expenses allowed and payable under sections 330 and 331 of the Bankruptcy Code,
      as the same may be due and payable, and the same shall not reduce the Carve-Out
      and (b) in the event the Carve-Out is reduced by any amount during an Event
      of
      Default, upon the effectiveness of any cure or waiver of such Event of Default
      pursuant to the terms of this Agreement, the Carve-Out shall be increased by
      such amount.

     

    “Cases”
has
      the
      meaning ascribed to it in the Preamble.

     

    “Cash
      Collateral Account”
means
      a
      cash collateral account in the name of Borrower and subject
      to a Blocked Account Agreement,
      into
      which the Net Cash Proceeds of the Collateral, including Collateral included
      in
      the Term A Borrowing Base and, at the election of Borrower, cash or Cash
      Equivalents are deposited pursuant to the Agreement, the Collateral Documents
      and any other Loan Document.

     

    “Cash
      Equivalents”
means
      Permitted Investments and such other cash and cash equivalents acceptable to
      the
      Administrative Agent.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

       

    

    “Cash
      Management Systems”
has
      the
      meaning ascribed to it in Section
      1.7.

     

    “CERCLA”
means
      the Comprehensive Environmental Response, Compensation, and Liability Act of
      1980 (42 U.S.C. §§ 9601 et seq.).

     

    “Certificated
      Air Carrier”
shall
      mean an “air
      carrier”
within
      the meaning of Section 40102 of Title 49, holding a certificate of public
      convenience and necessity under Section 41102 of Title 49 and an air carrier
      certificate under Section 44705 of Title 49 and Subpart C of 14 C.F.R. Part
      119
      of the Federal Aviation Regulations authorizing its operations to/from/within
      the United States under 14 C.F.R. Part 121 of the Federal Aviation
      Regulations.

     

    “Change
      of Control”
means
      any of the following: (a) any person or group of persons (within the meaning
      of
      the Securities Exchange Act of 1934) shall have acquired beneficial ownership
      (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
      Commission under the Securities Exchange Act of 1934) of 40% or more of the
      issued and outstanding shares of capital Stock of Borrower having the right
      to
      vote for the election of directors of Borrower under ordinary circumstances
      other than any employee benefit plan of Borrower or any of its Subsidiaries
      or
      any Person organized, appointed or established by borrower or any of its
      Subsidiaries for, or pursuant to, the terms of any such employee benefit plan;
      or (b) during any period of twelve consecutive calendar months, individuals
      who
      at the beginning of such period constituted the board of directors of Borrower
      (together with any new directors whose election by the board of directors of
      Borrower or whose nomination for election by the Stockholders of Borrower was
      approved by a vote of at least two-thirds of the directors then still in office
      who either were directors at the beginning of such period or whose election
      or
      nomination for election was previously so approved) cease for any reason other
      than death or disability to constitute a majority of the directors then in
      office.

     

    “Charges”
means
      all federal, state, county, city, municipal, local, foreign or other
      governmental taxes (including taxes owed to the PBGC at the time due and
      payable), levies, assessments, charges, liens, claims or encumbrances (including
      interest and penalties relating thereto) upon or relating to (a) the Collateral,
      (b) the Obligations, (c) the employees, payroll, income or gross receipts of
      any
      Credit Party, (d) any Credit Party’s ownership or use of any properties or
      other assets, or (e) any other aspect of any Credit Party’s
      business.

     

    “Chattel
      Paper”
means
      any “chattel
      paper,”
as
      such
      term is defined in the Code, including electronic chattel paper, now owned
      or
      hereafter acquired by any Credit Party, wherever located.

     

    “Citibank
      Cash Collateral Account”
means
      the Cash Collateral Account as defined in the Security Agreement dated as of
      September 1, 2004 between Borrower and Citibank, N.A. and the cash, cash
      equivalents and other investment property and financial assets credited thereto,
      and all proceeds thereof, in an amount not to exceed $20,000,000.

     

    “Claim”
has
      the
      meaning ascribed
      to such term in Section 101(5) of the Bankruptcy Code.

     

    “Closing
      Date”
means
      September 16, 2005.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

       

    

    “Closing
      Checklist”
means
      the schedule, including all appendices, exhibits or schedules thereto, listing
      certain documents and information to be delivered in connection with the
      Agreement, the other Loan Documents and the transactions contemplated
      thereunder, substantially in the form attached hereto as Annex
      D.

     

    “Code”
means
      the Uniform Commercial Code as the same may, from time to time, be enacted
      and
      in effect in the State of New York; provided,
      that to
      the extent that the Code is used to define any term herein or in any Loan
      Document and such term is defined differently in different Articles or Divisions
      of the Code, the definition of such term contained in Article or Division 9
      shall govern; provided,
      further,
      that in
      the event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to,
      Administrative Agent’s or Lender’s Lien on any Collateral is governed by the
      Uniform Commercial Code as enacted and in effect in a jurisdiction other than
      the State of New York, the term “Code”
shall
      mean the Uniform Commercial Code as enacted and in effect in such other
      jurisdiction solely for purposes of the provisions thereof relating to such
      attachment, perfection, priority or remedies and for purposes of definitions
      related to such provisions.

     

    “Collateral”
means
      all property and interests in property and proceeds thereof now owned or
      hereafter acquired by any Credit Party in or upon which a Lien is granted under
      this Agreement or any Collateral Documents.

     

    “Collateral
      Documents”
means
      this Agreement, the Mortgage, the Aircraft Mortgage, the SGR Security Agreement,
      the Spare Parts Mortgage and all similar agreements entered into guaranteeing
      payment of, or granting a Lien upon property as security for payment of, the
      Obligations.

     

    “Collateral
      Reports”
means
      the reports with respect to the Collateral referred to in Annex
      F.

     

    “Collection
      Account”
means
      that certain account of the Administrative Agent, account number 502-328-54
      in
      the name of the Administrative Agent at DeutscheBank Trust Company Americas
      in
      New York, New York ABA No. 021 001 033, Account Name: GECC/CAF Depository,
      Reference: CFN5803/Term Loan, or such other account as may be specified in
      writing by the Administrative Agent as the “Collection
      Account.”

     

    “Commitments”
means
      (a)
      as to
      any Lender, the aggregate of such Lender’s Term A Commitment, Term B Commitment
      and Term C Commitment as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender
      and
(b)
      as to
      all Lenders, the aggregate of all Lenders’ Term A Commitments, Term B
      Commitments and Term C Commitments, as to each of clauses
      (a)
      and
(b),
      as such
      Commitments may be reduced, amortized or adjusted from time to time in
      accordance with the Agreement.

     

    “Committee”
means
      the official statutory committee of unsecured creditors approved in the Cases
      pursuant to section 1102 of the Bankruptcy Code.

     

    “Compliance
      Certificate”
has
      the
      meaning ascribed to it in Section
      (b)
      of
Annex
      E.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

       

    

    “Concentration
      Account”
has
      the
      meaning ascribed to it in Section
      (c)
      of
Annex
      C.

     

    “Contracts”
means
      all “contracts,”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, in any event, including all contracts, undertakings, or agreements (other
      than rights evidenced by Chattel Paper, Documents or Instruments) in or under
      which any Credit Party may now or hereafter have any right, title or interest,
      including any agreement relating to the terms of payment or the terms of
      performance of any Account.

     

    “Control
      Letter”
means
      a
      letter agreement, in form and substance satisfactory to the Administrative
      Agent, between Administrative Agent and (i) the issuer of uncertificated
      securities with respect to uncertificated securities in the name of any Credit
      Party, (ii) a securities intermediary with respect to securities, whether
      certificated or uncertificated, securities entitlements and other financial
      assets held in a securities account in the name of any Credit Party, (iii)
      a
      futures commission merchant or clearinghouse, as applicable, with respect to
      commodity accounts and commodity contracts held by any Credit Party, whereby,
      among other things, the issuer, securities intermediary or futures commission
      merchant limits any security interest in the applicable financial assets in
      a
      manner reasonably satisfactory to the Administrative Agent, acknowledges the
      Lien of Administrative Agent for the benefit of Secured Parties on such
      financial assets, and agrees to follow the instructions or entitlement orders
      of
      the Administrative Agent without further consent by the affected Credit Party.
      Any Control Letter substantially in the form of any Control Letter in effect
      on
      the Closing Date shall be deemed to be satisfactory to the Administrative Agent.
      

     

    “Copyright
      License”
means
      any and all rights now owned or hereafter acquired by any Credit Party under
      any
      written agreement granting any right to use any Copyright or Copyright
      registration.

     

    “Copyright
      Security Agreements”
means
      the Copyright Security Agreements made in favor of Administrative Agent for
      the
      benefit of the Secured Parties, by each applicable Credit Party substantially
      in
      the form of Exhibit
      C
      hereto.

     

    “Copyrights”
means
      all of the following now owned or hereafter adopted or acquired by any Credit
      Party: (a) all copyrights and General Intangibles of like nature (whether
      registered or unregistered), all registrations and recordings thereof, and
      all
      applications in connection therewith, including all registrations, recordings
      and applications in the United States Copyright Office or in any similar office
      or agency of the United States, any state or territory thereof, or any other
      country or any political subdivision thereof, and (b) all reissues, extensions
      or renewals thereof.

     

    “Credit
      Card”
means
      any agreement or plan relating to a credit card, debit card, charge card or
      other similar system, including but not limited to the American Express Card,
      Diners Club, MasterCard, Visa Card, Carte Blanche and Discover
      Card.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

       

    

    “Credit
      Card Receivables”
means
      any right to payment in Dollars (including, but not limited to, rights to
      payment for goods, services, insurance, fees, taxes, prepayment penalties and
      finance charges) from (i) any issuer of a Credit Card arising from goods or
      services provided or to be provided by a Credit Party or (ii) to the extent
      that
      the right to such payment described in clause (i) has been transferred in whole
      or part to U.S. Bank, National Association (“USB”)
      or any
      other settlement and/or processing system, or, alternatively, to the extent
      USB
      or any other settlement and/or processing system has received any collections
      with respect to such right of payment, any right to payment from USB or any
      other settlement and/or processing system arising from the transfer to or by
      USB
      or any other settlement and/or processing system of such claims against an
      issuer of a Credit Card.

     

    “Credit
      Parties”
means
      Borrower and each of the Guarantors. 

     

    “Default”
means
      any event that, with the passage of time or notice or both, would, unless cured
      or waived, become an Event of Default.

     

    “Default
      Rate”
has
      the
      meaning ascribed to it in Section
      1.5(d).

     

    “Delta
      Company”
means
      Borrower and each of its Subsidiaries.

     

    “Deposit
      Accounts”
means
      all “deposit
      accounts”
as
      such
      term is defined in the Code, now or hereafter held in the name of any Credit
      Party.

     

    “Designated
      Spare Parts Locations” means
      the
      locations set out in Disclosure
      Schedule 3.26
      and such
      other locations as are permitted by the Spare Parts Mortgage.

     

    “Desk-top
      Aircraft Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Aircraft or Eligible Engines, including but not limited to, taking at least
      the
      following actions: (i) reviewing the most recent Collateral Report; (ii)
      reviewing the Appraiser’s internal value database for values applicable to such
      Aircraft or Engines; and (iii) checking other sources, such as manufacturers,
      other airlines and U.S. government procurement data, for orderly liquidation
      prices of such Aircraft or Engines. 

     

    “Desk-top
      Ground Service Equipment Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Ground Service Equipment, including but not limited to, taking at least the
      following actions: (i) reviewing the most recent Collateral Report; (ii)
      reviewing the Appraiser’s internal value database for values applicable to such
      Ground Service Equipment; and (iii) checking other sources, such as
      manufacturers, other airlines and U.S. government procurement data, for orderly
      liquidation prices of such Ground Service Equipment. 

     

    “Desk-top
      Spare Parts Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Spare Parts, including but not limited to, taking at least the following
      actions: (i) reviewing the most recent Collateral Report; (ii) reviewing the
      Appraiser’s internal value database for values applicable to Spare Parts; (iii)
      developing a representative sampling of a reasonable number of the different
      Spare Parts for which a market check will be conducted; (iv) checking other
      sources, such as manufacturers, other airlines, U.S. government procurement
      data
      and airline parts pooling price lists, for orderly liquidation prices of the
      sample parts referred to in clause (iii); (v) conducting a limited review of
      the
      inventory reporting system applicable to the Spare Parts, including checking
      information reported in such system against information determined through
      physical inspection; and (vi) reviewing a sampling of the Spare Parts’
serviceability tags, books and records (including tear-down
      reports).

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

       

    

    “Desk-top
      Tooling Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Tooling, including but not limited to, taking at least the following actions:
      (i) reviewing the most recent Collateral Report; (ii) reviewing the Appraiser’s
      internal value database for values applicable to such Tooling; and (iii)
      checking other sources, such as manufacturers, other airlines and U.S.
      government procurement data, for orderly liquidation prices of such Tooling.
      

     

    “DFW
      Assets”
means
      assets located at the Dallas/Fort Worth hub facilities which are disposed of
      in
      connection with the closing of such hub facilities as disclosed in Borrower’s
      public disclosures on or prior to the Closing Date.

     

    “DIP
      Fee Letter”
means
      the Fee Letter, dated September 14, 2005, among GE Capital, Morgan Stanley
      Senior Funding, Inc. and Borrower.

     

    “DLMS”
means
      Delta Loyalty Management Services, Inc.

     

    “Documents”
means
      any “documents,”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, wherever located.

     

    “Dollars”
or
      “$”
means
      lawful currency of the United States of America.

     

    “Domestic
      Subsidiary”
means
      a
      Subsidiary of Borrower organized under the laws of any jurisdiction within
      the
      United States of America.

     

    “DOT”
shall
      mean the United States Department of Transportation or any analogous successor
      agency.

     

    “E-Fax”
means
      any system used to receive or transmit faxes electronically.

     

    “E-Signature”
means
      the process of attaching to or logically associating with an Electronic
      Transmission an electronic symbol, encryption, digital signature or process
      (including the name or an abbreviation of the name of the party transmitting
      the
      Electronic Transmission) with the intent to sign, authenticate or accept such
      Electronic Transmission.

     

    “E-System”
means
      any electronic system, including Intralinks® and any other Internet or
      extranet-based site, whether such electronic system is owned, operated or hosted
      by the Administrative Agent, any of its Related Persons or any other Person,
      providing for access to data protected by passcodes or other security
      system.

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

       

    

    “EBITDAR”
means,
      with respect to any Person for any fiscal period, without duplication, an amount
      equal to (a) consolidated net income of such Person for such period, determined
      in accordance with GAAP, minus
      (b) the
      sum of (i) income tax credits, (ii) interest income, (iii) gain from
      extraordinary items for such period, (iv) any aggregate net gain during such
      period arising from the sale, exchange or other disposition of capital assets
      by
      such Person (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”),
      and
      (v) 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 such Person for such period in accordance with GAAP,
      but without duplication, plus
      (c) the
      sum of (i) any provision for income taxes, (ii) Interest Expense, (iii) loss
      from extraordinary items 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 such Person of any Stock, (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 such Person for such period in accordance with
      GAAP, (viii) any aggregate net loss during such period arising from a Capital
      Asset Sale, (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 and (xi) expenses incurred with
      respect to the Chapter 11 reorganization as set forth on the Parent’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. For purposes of this definition, the following items shall
      be
      excluded in determining consolidated net income of a Person: (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, such Person or any of such Person’s
      Subsidiaries; (2) the income (or deficit) of any other Person (other than a
      Subsidiary) in which such Person has an ownership interest, except to the extent
      any such income has actually been received by such Person 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 such Person; (7) in the case of a successor
      to such Person 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 of such Person at the date of acquisition of such Subsidiary over
      the
      cost to such Person of the investment in such Subsidiary.

     

    “Effective
      Date”
has
      the
      meaning ascribed to it in Section
      2.2.

     

    “Electronic
      Transmission”
means
      each notice, request, instruction, demand, report, authorization, agreement,
      document, file, information and any other communication transmitted, posted
      or
      otherwise made or communicated by e-mail, E-Fax, Internet or extranet-based
      site
      or any other equivalent electronic service, whether owned, operated or hosted
      by
      the Administrative Agent, any Affiliate of the Administrative Agent or any
      other
      Person.

     

    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

       

    

    “Eligible
      Accounts”
means
      all of the Accounts owned by the Credit Parties and reflected in the most recent
      Borrowing Base Certificate delivered by Borrower to the Administrative Agent
      shall be “Eligible
      Accounts”
for
      purposes of this Agreement, except, without duplication, any Account of the
      Credit Parties:

     

    (a)     that
      does
      not arise from the air transportation of passengers, freight and cargo or the
      sale of goods or performance of services by the Credit Parties in the ordinary
      course of its business;

     

    (b)     (i)
      upon
      which any Credit Party’s right to receive payment is not absolute or is
      contingent upon the fulfillment of any condition whatsoever or (ii) as to which
      any Credit Party is not able to bring suit or otherwise enforce its remedies
      against the Account Debtor through judicial process, or (iii) if the Account
      represents a progress billing consisting of an invoice for goods sold or used
      or
      services rendered pursuant to a contract under which the Account Debtor’s
      obligation to pay that invoice is subject to any Credit Party’s completion of
      further performance under such contract or is subject to the equitable lien
      of a
      surety bond issuer; provided,
      that
      clauses (i) and (iii) above shall not apply to receivables in respect of the
      transportation of passengers in the ordinary course of business;

     

    (c)     to
      the
      extent that any defense, counterclaim, setoff or dispute is asserted as to
      such
      Account; 

     

    (d)     that
      is
      not a true and correct statement of bona fide indebtedness incurred in the
      amount of the Account for goods and services sold to or services rendered,
      or to
      be rendered with respect to receivables in respect of the transportation of
      passengers, and goods accepted by the applicable Account Debtor;

     

    (e)     Eligible
      Unbilled Accounts;

     

    (f)     
      that
      is
      owed by any director, officer, other employee or Affiliate of any Credit
      Party;

     

    (g)     that
      is
      the obligation of an Account Debtor that is the United States government or
      a
      political subdivision thereof, or any state, county or municipality or
      department, agency or instrumentality thereof unless the Credit Party, if
      necessary or desirable, has complied with respect to such obligation with the
      Federal Assignment of Claims Act of 1940, or any applicable state, county or
      municipal law restricting the assignment thereof with respect to such obligation
      and such assignment has been accepted and acknowledged by the appropriate
      governmental officers;

     

    (h)     that
      is
      the obligation of an Account Debtor located in (x) with respect to Credit Card
      Receivables, Korea or Brazil and (y) with respect to all other receivables,
      a
      foreign country other than Canada unless payment thereof is assured by a letter
      of credit assigned and delivered to the Administrative Agent, satisfactory
      to
      the Administrative Agent as to form, amount and issuer; 

     

    (i)     
      with
      respect to receivables in respect of the transportation of passengers, to the
      extent any Credit Party owed the applicable Account Debtor for services sold
      or
      rendered by such Account Debtor to such Credit Party but only to the extent
      of
      the potential offset, including, without limitation under code share
      arrangements, interline agreements or other agreements between airlines in
      which
      tickets may be purchased on one airline and honored by another
      airline;

     

    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

       

    

    (j)     
      that
      is
      in default and such default is reasonably likely to result in such Account
      Debtor’s failure to make payment with respect to such Account; provided,
      that,
      without
      limiting the generality of the foregoing, an Account shall be deemed in default
      upon the occurrence of any of the following:

     

    
      	 	
              (i)

            	
              the
                Account is not paid within ninety (90) days following its original
                invoice
                date;

            


    

     

    
      	 	
              (ii)

            	
              the
                Account Debtor obligated upon such Account suspends business, makes
                a
                general assignment for the benefit of creditors or fails to pay its
                debts
                generally as they come due; or

            


    

     

    
      	 	
              (iii)

            	
              a
                petition is filed by or against any Account Debtor obligated upon
                such
                Account under any bankruptcy law or any other federal, state or foreign
                (including any provincial) receivership, insolvency relief or other
                law or
                laws for the relief of debtors;

            


    

     

    (k)     that
      is
      the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar
      amount of all Accounts owing by that Account Debtor are ineligible under the
      other criteria set forth in clause
      (j)
      above;

     

    (l)     as
      to
      which the Lien of the Administrative Agent for the benefit of the Secured
      Parties is not a first priority perfected Lien;

     

    (m)   as
      to
      which any of the representations or warranties in the Loan Documents with
      respect to such specific Account are untrue;

     

    (n)    to
      the
      extent such Account is evidenced by a judgment, Instrument or Chattel
      Paper;

     

    (o)    to
      the extent such
      Account exceeds any credit limit established by the Administrative Agent, in
      its
      reasonable credit judgment; 

     

    (p)    except
      with respect to Credit Card Receivables, to the extent that such Account,
      together with all other Accounts owing by such Account Debtor and its Affiliates
      as of any date of determination exceed 10% of all Eligible
      Accounts;

     

    (q)    that
      is
      payable in any currency other than Dollars;

     

    (r)     that
      arises from interline activity including services and billings performed between
      airlines (but excluding the transportation of passengers) and the payment of
      which is handled through third party domestic or foreign clearing houses;


     

    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

       

    

    (s)    that
      arises from the sale of Delta Skymiles through DLMS to Amex; 

     

    (t)     that
      are
      Ineligible Refundable Ticket Accounts or Eligible Refundable Ticket Accounts;
      or


     

    (u)    of
      any
      Credit Party which Credit Party has not been subject to a field
      examination.

     

    “Eligible
      Aircraft”
means
      all of the Aircraft, except any Ineligible Term A Borrowing Base Collateral,
      owned by the Credit Parties; provided,
      that
      (i) a valid and enforceable first priority Lien on such Aircraft (subject only
      to Permitted Encumbrances and other Liens approved by the Administrative Agent)
      shall have been granted by the applicable Credit Party in favor of
      Administrative Agent for the benefit of the Secured Parties pursuant to the
      Aircraft Mortgage and (ii) the Liens described in clause
      (i)
      above
      shall be in full force and effect in favor of Administrative Agent for the
      benefit of the Secured Parties at such time. 

     

    “Eligible
      Engines”
means
      all of the Engines, except any Ineligible Term A Borrowing Base Collateral,
      owned by the Credit Parties; provided,
      that
      (i) a valid and enforceable first priority Lien on such Engine (subject only
      to
      Permitted Encumbrances and other Liens approved by the Administrative Agent)
      shall have been granted by the applicable Credit Party in favor of
      Administrative Agent for the benefit of the Secured Parties pursuant to the
      Aircraft Mortgage and (ii) the Liens described in clause
      (i)
      above
      shall be in full force and effect in favor of Administrative Agent for the
      benefit of the Secured Parties at such time. 

     

    “Eligible
      Flight Simulators”
means
      all of the Flight Simulators, except any Ineligible Term A Borrowing Base
      Collateral, owned by the Credit Parties; provided
      that
      (i) a valid and enforceable first priority Lien on such Flight Simulators
      (subject only to Permitted Encumbrances and other Liens approved by the
      Administrative Agent) shall have been granted by the applicable Credit Parties
      in favor of Administrative Agent for the benefit of the Secured Parties pursuant
      to the Loan Documents and (ii) the Liens described in clause
      (i)
      above
      shall be in full force and effect in favor of Administrative Agent for the
      benefit of the Secured Parties at such time.

     

    “Eligible
      Ground Service Equipment”
means
      all Ground Service Equipment owned by Credit Parties and reflected in the most
      recent Term A Borrowing Base Certificate delivered by Borrower to the
      Administrative Agent, except any Ineligible Term A Borrowing Base
      Collateral.

     

    “Eligible
      Real Estate”
means
      any parcel of Owned Real Estate, except any Ineligible Term A Borrowing Base
      Collateral, in the United States owned in fee simple by the Credit Parties
      as to
      which each of the following conditions has been satisfied at such
      time:

     

    (a)     a
      valid
      and enforceable first priority Lien on such parcel of Real Estate (subject
      only
      to Permitted Encumbrances and other Liens approved by the Administrative Agent)
      shall have been granted by Borrower in favor of Administrative
      Agent
      for
      the benefit of the Secured Parties pursuant to a Mortgage;

     

    
      
        
        

      

      
        A-14

        
          

        

      

      
        
        

      

       

    

    (b)     except
      as
      otherwise permitted by the Administrative Agent and, where applicable, the
      relevant title insurance company shall have received in form and substance
      satisfactory to the Administrative Agent, all Mortgage Supporting Documents
      in
      respect of such parcel;

     

    (c)     the
      Administrative Agent shall have received a FIRREA appraisal with respect to
      such
      parcel of Real Estate in form and substance satisfactory to the Administrative
      Agent and performed by an appraiser that is satisfactory to the Administrative
      Agent; 

     

    (d)     no
      casualty
      shall have occurred affecting the use, operation or value of such parcel of
      Real
      Estate if such casualty has not been restored or repaired by the mortgagor
      under
      the Mortgage encumbering such parcel of Real Estate;

     

    (e)     no
      condemnation or taking by eminent domain shall have occurred nor shall any
      notice of any pending or threatened condemnation or other proceeding against
      such parcel of Real Estate have been delivered to the owner or lessee of such
      parcel of Real Estate that would materially affect the use, operation or value
      of such parcel of Real Estate; 

     

    (f)     the
      mortgagor under the relevant Mortgage encumbering such parcel of Real Estate
      shall comply in all material respects with the terms of such Mortgage;


     

    (g)     each
      written
      lease, license or other use or occupancy agreement, other than the lease between
      Borrower and Worldspan L.P. and the lease between Borrower and Verizon
      Airfone Inc. f/k/a GTE Airfone Incorporated (both of which leases are
disclosed
      on Part
      3 of
Disclosure
      Schedule
      3.6),
      now or
      hereafter affecting all or any portion of such parcel of Real Estate shall,
      by
      its express terms, be subject and subordinate to the relevant Mortgage;
      and

     

    (h)     each
      lease, license, or other use or occupancy agreement between a Credit Party,
      as
      landlord, and its Affiliate, as tenant, now or hereafter affecting all or any
      portion of such parcel of Real Estate shall be subject and subordinate to the
      relevant Mortgage or shall be terminable (without fee) on 60 days’ prior written
      notice by the owner of such Real Estate.

     

    “Eligible
      Refundable Ticket Accounts”
means
      Eligible Accounts arising from the sale of refundable tickets that are to be
      used within 30 days from the date of issuance of such ticket.

     

    “Eligible
      Spare Parts”
means
      all of the Pledged Spare Parts owned by Credit Parties and reflected in the
      most
      recent Term A Borrowing Base Certificate delivered by Borrower to the
      Administrative Agent, except for any Ineligible Term A Borrowing Base
      Collateral. 

     

    
      
        
        

      

      
        A-15

        
          

        

      

      
        
        

      

       

    

    “Eligible
      Tooling”
means
      all of the Tooling owned by Credit Parties and reflected in the most recent
      Term
      A Borrowing Base Certificate delivered by Borrower to the Administrative Agent,
      except any Ineligible Term A Borrowing Base Collateral.

     

    “Eligible
      Unbilled Accounts”
means
      Eligible Accounts with respect to which an invoice, reasonably acceptable to
      the
      Administrative Agent in form and substance, (it being understood that the form
      of invoice customarily used by the applicable Credit Party on the Closing Date
      shall be deemed to be satisfactory to the Administrative Agent) has not been
      sent to the applicable Account Debtor.

     

    “Engines”
shall
      have the meaning ascribed to it in the Aircraft Mortgage.

     

    “Environmental
      Laws”
means
      all applicable federal, state, local and foreign laws, statutes, ordinances,
      codes, rules, standards and regulations, now or hereafter in effect, and any
      applicable judicial or administrative interpretation thereof, including any
      applicable judicial or administrative order, consent decree, order or judgment,
      imposing liability or standards of conduct for or relating to the regulation
      and
      protection of human health, safety, the environment and natural resources
      (including ambient air, surface water, groundwater, wetlands, land surface
      or
      subsurface strata, wildlife, aquatic species and vegetation). Environmental
      Laws
      include CERCLA; the Hazardous Materials Transportation Authorization Act of
      1994
      (49 U.S.C. §§ 5101 et
      seq.);
      the
      Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136
et
      seq.);
      the
      Solid Waste Disposal Act (42 U.S.C. §§ 6901 et
      seq.);
      the
      Toxic Substance Control Act (15 U.S.C. §§ 2601 et
      seq.);
      the
      Clean Air Act (42 U.S.C. §§ 7401 et
      seq.);
      the
      Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et
      seq.);
      the
      Occupational Safety and Health Act (29 U.S.C. §§ 651 et
      seq.);
      and
      the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et
      seq.),
      and
      any and all regulations promulgated thereunder, and all analogous state, local
      and foreign counterparts or equivalents and any transfer of ownership
      notification or approval statutes.

     

    “Environmental
      Liabilities”
means,
      with respect to any Person, all liabilities, obligations, responsibilities,
      response, remedial and removal costs, investigation and feasibility study costs,
      capital costs, operation and maintenance costs, losses, damages, punitive
      damages, property damages, natural resource damages, consequential damages,
      treble damages, costs and expenses (including all reasonable fees, disbursements
      and expenses of counsel, experts and consultants), fines, penalties, sanctions
      and interest incurred as a result of or related to any claim, suit, action,
      investigation, proceeding or demand by any Person, whether based in contract,
      tort, implied or express warranty, strict liability, criminal or civil statute
      or common law, arising under or related to any Environmental Laws, Environmental
      Permits, or in connection with any Release or threatened Release or presence
      of
      a Hazardous Material whether on, at, in, under, from or about or in the vicinity
      of any real or personal property.

     

    “Environmental
      Permits”
means
      all permits, licenses, authorizations, certificates, approvals or registrations
      required by any Governmental Authority under any Environmental
      Laws.

     

    
      
        
        

      

      
        A-16

        
          

        

      

      
        
        

      

       

    

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

     

    “ERISA
      Affiliate”
means,
      with respect to any Credit Party, any trade or business (whether or not
      incorporated) that, together with such Credit Party, are treated as a single
      employer within the meaning of Sections 414(b), (c), (m) or (o) of the
      IRC.

     

    “ERISA
      Event”
means,
      with respect to any Credit Party or any ERISA Affiliate, (a) any “reportable
      event”
      described in Section 4043 of ERISA with respect to a Title IV Plan (other than
      a
“reportable
      event”
to
      which the 30-day notice is waived under PBGC Regulation Section 4043); (b)
      the
      withdrawal of any Credit Party or ERISA Affiliate from a Title IV Plan subject
      to Section 4063 of ERISA during a plan year in which it was a substantial
      employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial
      withdrawal of any Credit Party or any ERISA Affiliate from any Multiemployer
      Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or
      the
      treatment of a plan amendment as a termination under Section 4041 of ERISA;
      (e)
      the institution of proceedings to terminate a Title IV Plan or Multiemployer
      Plan by the PBGC; (f) the failure by any Credit Party or ERISA Affiliate to
      make
      when due required contributions to a Multiemployer Plan or Title IV Plan unless
      such failure is cured within thirty (30) days; (g) any other event or condition
      that 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
      Title IV Plan or Multiemployer Plan or for the imposition of liability under
      Section 4069 or 4212(c) of ERISA; (h) the termination of a Multiemployer Plan
      under Section 4041A of ERISA or the reorganization or insolvency of a
      Multiemployer Plan under Section 4241 or 4245 of ERISA; or (i) the loss of
      a Qualified Plan’s qualification or tax exempt status; or (j) the termination of
      a Plan described in Section 4064 of ERISA.

     

    “Escrow
      Accounts”
shall
      mean (1) accounts of Borrower or any Subsidiary, solely to the extent any such
      accounts hold funds set aside by Borrower or any Subsidiary to manage the
      collection and payment of amounts collected, withheld or incurred by 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; and (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); in each case, held
      in escrow accounts, trust funds or other segregated accounts in an aggregate
      amount for all of such escrow accounts, trust funds and other segregated
      accounts not in excess of $300,000,000, plus
      accrued
      interest; provided,
      that
      such amount may be increased upon an increase in any of the foregoing taxes,
      fees and charges for which Borrower’s or any Subsidiary’s officers and directors
      may have personal liability if not paid; or (2) accounts,
      capitalized interest accounts, debt service reserve accounts and other similar
      accounts or funds established in connection with the ARB
      Indebtedness.

     

    
      
        
        

      

      
        A-17

        
          

        

      

      
        
        

      

       

    

    “ESOP”
means
      a
      Pension Plan that is intended to satisfy the requirements of Section 4975(e)(7)
      of the IRC.

     

    “Event
      of Default”
has
      the
      meaning ascribed to it in Section
      8.1.

     

    “Excess
      Aggregate Cash On Hand”
means,
      as of any date, the amount by which the actual Aggregate Cash On Hand as of
      such
      date exceeds the minimum Aggregate Cash On Hand required to be maintained on
      such date by Section
      (c)
      of
Annex
      G.
      

     

    “Excluded
      Accounts”
shall
      mean (i) the Escrow Accounts, (ii) Restricted Accounts; and (iii) accounts
      located outside the United States; provided,
      that
      the aggregate amount held in all such accounts under this clause
      (iii)
      at any
      time does not exceed $100,000,000.

     

    “Excluded
      Collateral”
means,
      collectively, (i) Excluded Accounts (other than the Credit Parties’ rights to
      receive any excess funds remaining in the Escrow Accounts following the payment
      in full of the taxes, fees and charges payable from such Escrow Accounts and
      other than the Credit Parties’ rights to receive any excess funds remaining in
      the Restricted Accounts), (ii) Excluded Equity, (iii) JV Interests, (iv)
      Excluded Equipment, (v) Section 1110 Assets, (vi) Avoidance Actions, (vii)
      any asset subject to the restrictions on Liens set forth in Section
      5.12(b),
      (viii)
      any asset excluded as Collateral in the SGR Security Agreement (other than
      any
      Proceeds thereof that any Credit Party is entitled to receive) and, to the
      extent the Administrative Agent has otherwise consented in writing, in any
      other
      Collateral Documents.

     

    “Excluded
      Equipment”
means
      Equipment financed, in whole or in part, by ARB Indebtedness or otherwise to
      the
      extent the granting of a security interest in such Equipment would constitute
      a
      breach or violation of a valid and effective restriction in favor of a third
      party or give rise to any indemnification obligations or any right to terminate
      or commence the exercise of remedies under such restrictions, in each case,
      to
      the extent not subject to the automatic stay; provided,
      that
“Excluded
      Equipment”
shall
      not include Proceeds, substitutions or replacements of Excluded Equipment
      (unless such Proceeds, substitutions or replacements would constitute Excluded
      Equipment), but only to the extent, and for so long as, such restriction is
      not
      terminated or rendered unenforceable or otherwise deemed ineffective by the
      Code
      or any other applicable law.

     

    “Excluded
      Equity”
means,
      collectively, (i) equity interests in the Excluded Issuers and in any public
      company and (ii) any Voting Stock in excess of 65% of the total outstanding
      Voting Stock of any Foreign Subsidiary of any Credit Party. For purposes of
      this
      definition, “Voting
      Stock”
means,
      as to any issuer, the issued and outstanding shares of each class of capital
      stock or other membership interests of such issuer entitled to vote (within
      the
      meaning of Treasury Regulations § 1.956-2(c)(2)).

     

    “Excluded
      Issuer”
means
      (i) Delta Air Lines, Inc. and Pan American World Airways, Inc., GMBH, (ii)
      Guardant, Inc., (iii) Delta Air Technology, Ltd., (iv) Aero Assurance Ltd.
      and
      (v) New Sky, Ltd.

     

    “Excluded
      Obligations”
means
      contingent indemnification and expense reimbursement obligations. 

     

    
      
        
        

      

      
        A-18

        
          

        

      

      
        
        

      

       

    

    “Excluded
      Properties”
means
      the three real properties set forth on Part 1 of Disclosure
      Schedule 3.6,
      the
      sale of which is permitted in accordance with the Agreement.

     

    “Excluded
      Sales”
means
      (i)
      the
      sales of spare engines and related inventory with respect to the MD-11 aircraft
      sold prior to the Closing Date, (ii) the sale of the business of DAL Global
      Services LLC, Delta Technology, LLC, Delta AirElite Business Jets, Inc., Delta
      Connection Academy, Inc. and the technical operations (aircraft maintenance)
      division of Borrower, (iii) the disposition of any Skymiles Collateral, (iv)
      the
      sale of the reservation operations of Borrower, (v) the sale or other
      disposition of Permitted Investments for cash or in exchange for Permitted
      Investments and (vi) the sale of Inventory in the ordinary course of
      business.

     

    “Excluded
      Subsidiaries”
means
      (i) Aero Assurance, Ltd. and its subsidiaries and (ii) Guardant, Inc.


     

    “Existing
      Credit Agreement”
has
      the
      meaning ascribed to it in the recitals hereto.

     

    “Existing
      Letters of Credit”
has
      the
      meaning ascribed to it in paragraph
      (b)(iii)
      of
Annex
      B.

     

    “Existing
      Secured Indebtedness”
has
      the
      meaning ascribed to it in Section
      6.3(a)(v)
      hereof.

     

    “FAA”
means
      the Federal Aviation Administration of the United States of America, and any
      successor Governmental Authority.

     

    “FAA
      Slots”
has
      the
      meaning ascribed to it in the SGR Security Agreement.

     

    “Fair
      Labor Standards Act”
means
      the Fair Labor Standards Act, 29 U.S.C. §201 et seq.

     

    “Fair
      Market Value”
means
      (a) with respect to any asset or group of assets (other than a marketable
      Security) at any date, the value of the consideration obtainable in a sale
      of
      such asset at such date assuming a sale by a willing seller to a willing
      purchaser dealing at arm’s length and arranged in an orderly manner over a
      reasonable period of time having regard to the nature and characteristics of
      such asset, as reasonably determined by the Chief Financial Officer or Treasurer
      or, if such asset shall have been the subject of an appraisal within the last
      twelve months by an independent third party appraiser, the basic assumptions
      underlying which have not materially changed since its date, the value set
      forth
      in such appraisal and (b) with respect to any marketable Security at any
      date, the closing sale price of such Security on the Business Day next preceding
      such date, as appearing in any published list of any national securities
      exchange or the NASDAQ Stock Market or, if there is no such closing sale price
      of such Security, the final price for the purchase of such Security at face
      value quoted on such Business Day by a financial institution of recognized
      standing regularly dealing in Securities of such type and selected by the
      Administrative Agent.

     

    “Federal
      Funds Rate”
means,
      for any day, a floating rate equal to the weighted average of the rates on
      overnight federal funds transactions among members of the Federal Reserve
      System, as determined by the Administrative Agent in its sole discretion, which
      determination shall be final, binding and conclusive (absent manifest
      error).

     

    
      
        
        

      

      
        A-19

        
          

        

      

      
        
        

      

       

    

    “Federal
      Reserve Board”
means
      the Board of Governors of the Federal Reserve System.

     

    “Fee
      Letters”
means,
      collectively, the Amended and Restated Arrangement Fee Letter and the DIP Fee
      Letter.

     

    “Fees”
means
      any and all fees payable to the Administrative Agent or any Lender pursuant
      to
      the Agreement or any of the other Loan Documents.

     

    “Final
      Order”
means
      an order, approving or authorizing this Agreement and the other Loan Documents
      and the incurrence by the Credit Parties hereunder of post-petition secured
      and
      super-priority Indebtedness in an aggregate principal amount of not less than
      $1,900,000,000 in accordance with this Agreement, issued by the Bankruptcy
      Court
      in form and substance satisfactory to the Administrative Agent, the Arrangers
      and the Requisite Lenders. 

     

    “Financial
      Covenants”
means
      the financial covenants set forth in Annex
      G.

     

    “Financial
      Statements”
means
      the consolidated and consolidating income statements, statements of cash flows
      and balance sheets of Borrower delivered in accordance with Section
      3.4
      and
Annex
      E.

     

    “First
      Day Orders”
means
      all orders entered by the Bankruptcy Court in respect of motions filed on the
      Petition Date or within five Business Days thereafter.

     

    “Fiscal
      Month”
means
      any of the monthly accounting periods of Borrower.

     

    “Fiscal
      Quarter”
means
      any of the quarterly accounting periods of Borrower, ending on March 31, June
      30, September 30 and December 31 of each year.

     

    “Fiscal
      Year”
means
      any of the annual accounting periods of Borrower ending on December 31 of each
      year.

     

    “Fixtures”
means
      all “fixtures”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party.

     

    “Flight
      Simulators”
means
      the flight simulators and flight training devices of Borrower or any
      Subsidiary.

     

    “Foreign
      Aviation Authority”
shall
      have the meaning ascribed to it in the SGR Security Agreement.

     

    “Foreign
      Subsidiary”
means
      any Subsidiary which is a “controlled
      foreign corporation”
within
      the meaning of the Internal Revenue Code of 1986, as amended from time to
      time.

     

    
      
        
        

      

      
        A-20

        
          

        

      

      
        
        

      

       

    

    “Foreign
      Slots”
has
      the
      meaning ascribed to it in the SGR Security Agreement.

     

    “GAAP”
means
      generally accepted accounting principles in the United States of America,
      consistently applied, as such term is further defined in Annex
      G
      to the
      Agreement.

     

    “Gates”
shall
      have the meaning ascribed to it in the SGR Security Agreement.

     

    “GECAS
      Facilities”
means,
      collectively, (i) the Reimbursement Agreement, dated as of May 1, 2003, among
      Borrower, GE Capital (or its subsidiary, affiliate, associated company, owner,
      trustee or permitted assignee) and the lenders signatory thereto, as
      the
      same may be amended, restated, supplemented or otherwise modified from time
      to
      time, and each of the Operative Documents referred to therein, as the same
      may
      be amended, restated, supplemented or otherwise modified from time to
      time;
      (ii)
      the Amended and Restated Credit Agreement (Spare Parts), dated as of July 7,
      2004, among Borrower, GE Capital (or its subsidiary, affiliate, associated
      company, owner, trustee or permitted assignee) and U.S. Bank, as
      the
      same may be amended, restated, supplemented or otherwise modified from time
      to
      time,
      and
      each of the Operative Documents referred to therein, as the same may be amended,
      restated, supplemented or otherwise modified from time to time; (iii) the
      Amended and Restated Loan Agreement (Engines), dated as of July 7, 2004, among
      GE Capital (or its subsidiary, affiliate, associated company, owner, trustee
      or
      permitted assignee), Borrower and U.S. Bank, as the same may be amended,
      restated, supplemented or otherwise modified from time to time, and each of
      the
      Operative Documents referred to therein, as the same may be amended, restated,
      supplemented or otherwise modified from time to time; (iv) the Amended and
      Restated Loan Agreement (Aircraft), dated as of July 7, 2004, among Borrower,
      GE
      Capital (or its subsidiary, affiliate, associated company, owner, trustee or
      permitted assignee) and U.S. Bank, as the same may be amended, restated,
      supplemented or otherwise modified from time to time, and each of the Operative
      Documents referred to therein, as the same may be amended, restated,
      supplemented or otherwise modified from time to time; (v) the Amended and
      Restated Payment and Indemnity Agreement, dated as of November 30, 2004, between
      Borrower and the Beneficiaries identified therein, as the same may be amended,
      restated, supplemented or otherwise modified from time to time, and each of
      the
      Operative Documents referred to therein, as the same may be amended, restated,
      supplemented or otherwise modified from time to time; (vi) the CRJ Put
      Agreement, dated as of November 30, 2004, between GE Capital (or its subsidiary,
      affiliate, associated company, owner, trustee or permitted assignee) and
      Borrower and the twelve leases and related agreements to which Borrower is
      a
      party, as each may be amended, restated, supplemented or otherwise modified
      from
      time to time; (vii) the CRJ Put Agreement II, to be entered into by Aviation
      Financial Services Inc. and Borrower pursuant to the Letter of Intent, and
      the
      leases and related agreements to be entered into by Borrower pursuant to the
      CRJ
      Put Agreement II, as each may be amended, restated, supplemented or otherwise
      modified from time to time; and (viii) the Second Restructuring Agreement to
      be
      entered into by GE Capital (or its subsidiary, affiliate, associated company,
      owner, trustee or permitted assignee), Borrower and U.S. Bank in connection
      with
      the Letter of Intent, as the same may be amended or otherwise modified from
      time
      to time.

     

    “GE
      Capital”
means
      General Electric Capital Corporation, a Delaware corporation.

     

    
      
        
        

      

      
        A-21

        
          

        

      

      
        
        

      

       

    

    “GE
      Capital Commitment Letter”
means
      the Commitment Letter, dated September 10, 2005, between GE Capital and
      Borrower.

     

    “General
      Intangibles”
means
      “general
      intangibles,”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, including all right, title and interest that such Credit Party may now
      or
      hereafter have in or under any Contract, all payment intangibles, customer
      lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor
      and reissues, extensions or renewals thereof, rights in Intellectual Property,
      interests in partnerships, joint ventures and other business associations,
      licenses, permits, copyrights, trade secrets, proprietary or confidential
      information, inventions (whether or not patented or patentable), technical
      information, procedures, designs, knowledge, know-how, Software, data bases,
      data, skill, expertise, experience, processes, models, drawings, materials
      and
      records, goodwill (including the goodwill associated with any Trademark or
      Trademark License), all rights and claims in or under insurance policies
      (including insurance for fire, damage, loss and casualty, whether covering
      personal property, real property, tangible rights or intangible rights, all
      liability, life, key man and business interruption insurance, and all unearned
      premiums), uncertificated securities, choses in action, rights to receive tax
      refunds and other payments, rights to receive dividends, distributions, cash,
      Instruments and other property in respect of or in exchange for pledged Stock
      and Investment Property, rights of indemnification, all Books and Records,
      correspondence, credit files, invoices and other papers, including without
      limitation all tapes, cards, computer runs and other papers and documents in
      the
      possession or under the control of such Credit Party or any computer bureau
      or
      service company from time to time acting for such Credit Party.

     

    “Governmental
      Authority”
means
      any nation or government, any state or other political subdivision thereof,
      and
      any agency, department or other entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to government,
      including but not limited to, any Aviation Authority.

     

    “Granting
      Lender”
has
      the
      meaning ascribed to it in Section
      11.1(e).

     

    “Ground
      Service Equipment”
means
      ground service equipment, de-icers, ground support equipment, aircraft cleaning
      devices, materials handling equipment and other similar equipment used to
      service equipment.

     

    “Guaranteed
      Indebtedness”
means,
      as to any Person, any obligation of such Person guaranteeing, providing comfort
      or otherwise supporting any Indebtedness (“primary
      obligation”)
      of any
      other Person (the “primary
      obligor”)
      in any
      manner, including any obligation or arrangement of such Person to
      (a) purchase or repurchase any such primary obligation, (b) advance or
      supply funds (i) for the purchase or payment of any such primary obligation
      or
      (ii) to maintain working capital or equity capital of the primary obligor
      or otherwise to maintain the net worth or solvency or any balance sheet
      condition of the primary obligor, (c) purchase property, securities or
      services primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such primary
      obligation, (d) protect the beneficiary of such arrangement from loss (other
      than product warranties given in the ordinary course of business) or
      (e) indemnify the owner of such primary obligation against loss in respect
      thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed
      to be an amount equal to the lesser at such time of (x) the stated or
      determinable amount of the primary obligation in respect of which such
      Guaranteed Indebtedness is incurred and (y) the maximum amount for which such
      Person may be liable pursuant to the terms of the instrument embodying such
      Guaranteed Indebtedness, or, if not stated or determinable, the maximum
      reasonably anticipated liability (assuming full performance) in respect
      thereof.

     

    
      
        
        

      

      
        A-22

        
          

        

      

      
        
        

      

       

    

    “Guarantors”
      means each
      Domestic Subsidiary of Borrower, other than the Excluded Subsidiaries, and
      each
      other Person, if any, that executes a guaranty or other similar agreement in
      favor of Administrative Agent for the benefit of the Secured Parties in
      connection with the transactions contemplated by the Agreement and the other
      Loan Documents.

     

    “Hazardous
      Material”
means
      any substance, material or waste that is regulated by, or forms the basis of
      liability now or hereafter under, any Environmental Laws, including any material
      or substance that is (a) defined as a “solid
      waste,”
      “hazardous
      waste,”
      “hazardous
      material,”
      “hazardous
      substance,”
      “extremely
      hazardous waste,”
      “restricted
      hazardous waste,”
      “pollutant,”
      “contaminant,”
      “hazardous
      constituent,”
      “special
      waste,”
      “toxic
      substance”
or
      other similar term or phrase under any Environmental Laws, or (b) petroleum
      or
      any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB’s),
      or any radioactive substance.

     

    “IATA”
means
      International Air Transport Association.

     

    “Indebtedness”
means,
      with respect to any Person, without duplication (a) all indebtedness of such
      Person for borrowed money or for the deferred purchase price of property payment
      for which is deferred six (6) months or more, but excluding obligations to
      trade
      creditors incurred in the ordinary course of business that are not overdue
      by
      more than six (6) months unless being contested in good faith, (b) all
      reimbursement and other obligations with respect to letters of credit, bankers’
acceptances and surety bonds, whether or not matured, (c) all obligations
      evidenced by notes, bonds, debentures or similar instruments, (d) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such agreement
      in
      the event of default are limited to repossession or sale of such property),
      (e)
      all Capital Lease Obligations and the present value (discounted at the Index
      Rate as in effect on the Closing Date) of future rental payments under all
      synthetic leases, (f) all obligations of such Person under commodity purchase
      or
      option agreements or other commodity price hedging arrangements, in each case
      whether contingent or matured, (g) all obligations of such Person under any
      foreign exchange contract, currency swap agreement, interest rate swap, cap
      or
      collar agreement or other similar agreement or arrangement designed to alter
      the
      risks of that Person arising from fluctuations in currency values or interest
      rates, in each case whether contingent or matured, (h) all Indebtedness referred
      to above secured by (or for which the holder of such Indebtedness has an
      existing right, contingent or otherwise, to be secured by) any Lien upon or
      in
      property or other assets (including accounts and contract rights) owned by
      such
      Person, even though such Person has not assumed or become liable for the payment
      of such Indebtedness, and (i) the Obligations, but excluding any claims arising
      upon the rejection of unexpired leases and other executory
      contracts.

     

    “Indemnified
      Liabilities”
has
      the
      meaning ascribed to it in Section
      1.11(a).

     

    
      
        
        

      

      
        A-23

        
          

        

      

      
        
        

      

       

    

    “Indemnified
      Person”
has
      the
      meaning ascribed to it in Section 1.11(a).

     

    “Index
      Rate”
means,
      for any day, a floating rate equal to the higher of (i) the rate publicly quoted
      from time to time by The Wall Street Journal
      as the
“prime
      rate”
(or,
      if
The Wall Street
      Journal
      ceases
      quoting a prime rate, the highest per annum rate of interest published by the
      Federal Reserve Board in Federal Reserve statistical release H.15 (519)
      entitled “Selected
      Interest Rates”
as
      the
      Bank prime loan rate or its equivalent), and (ii) the Federal Funds Rate
plus
      50 basis
      points per annum. Each change in any interest rate provided for in the Agreement
      based upon the Index Rate shall take effect at the time of such change in the
      Index Rate.

     

    “Index
      Rate Loan”
means
      a
      Loan or portion thereof bearing interest by reference to the Index
      Rate.

     

    “Ineligible
      Refundable Ticket Accounts”
means
      Accounts arising from the sale of refundable tickets that are to be used later
      than 30 days from the date of issuance of such ticket.

     

    “Ineligible
      Term A Borrowing Base Collateral”
means
      any Aircraft, Engines, Tooling, Flight Simulators, Ground Service Equipment
      and
      Spare Parts that:

     

    (a)    is
      not
      subject to a valid and enforceable first priority Lien on such Collateral
      (subject only to Permitted Encumbrances and other Liens approved by the
      Administrative Agent) granted by the applicable Credit Party in favor of
      Administrative Agent for the benefit of the Secured Parties pursuant to a
      Collateral Document;

     

    (b)    is
      not
      located on premises (i) leased by Credit Party or (ii) owned by Credit Party
      and
      subject to a valid and enforceable first priority Mortgage in favor of
      Administrative Agent for the benefit of the Secured Parties pursuant to a
      Collateral Document;

     

    (c)    is
      placed
      on consignment, is in transit or out for repair, except for Collateral (other
      than Spare Parts) in transit between domestic locations of Credit Parties as
      to
      which Liens of Administrative Agent for the benefit of the Secured Parties
      have
      been perfected at origin and destination; 

     

    (d)    is
      covered by a negotiable document of title, unless such document has been
      delivered to the Administrative Agent with all necessary endorsements,


     

    (e)    is
      not of
      a type used in the ordinary course of Credit Parties’ business;

     

    (f)    
as
      to
      which any of the representations or warranties pertaining to Collateral set
      forth in the Loan Documents are untrue;

     

    (g)    consists
      of
      Hazardous Materials or goods that can be transported or sold only with licenses
      that are not readily available; 

     

    (h)    is
      not
      covered by casualty insurance required to be maintained under the Collateral
      Documents; 

     

    
      
        
        

      

      
        A-24

        
          

        

      

      
        
        

      

       

    

    (i)    
is
      subject to any patent or trademark license requiring the payment of royalties
      or
      fees or requiring the consent of the licensor for a sale thereof by the
      Administrative Agent; 

     

    (j)    
constitutes
      Technology Equipment; 

     

    (k)    has
      not
      been appraised in accordance with Section
      5.20
      of the
      Agreement; or

     

    (l)    
with
      respect
      to any Aircraft
      or Engine, as to which Borrower fails to cure a Maintenance Default during
      the
      Maintenance Cure Period.

     

    “Instruments”
means
      all “instruments,”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, wherever located, and, in any event, including all promissory notes
      and
      other evidences of indebtedness, other than instruments that constitute, or
      are
      a part of a group of writings that constitute, Chattel Paper.

     

    “Intellectual
      Property”
means
      any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill
      associated with such Trademarks, and Technology.

     

    “Intercompany
      Notes”
has
      the
      meaning ascribed to it in Section
      6.3(a)(vii).

     

    “Interest
      Expense”
means,
      with respect to any Person for any fiscal period, interest expense (whether
      cash
      or non-cash) of such Person determined in accordance with GAAP for the relevant
      period ended on such date.

     

    “Interest
      Payment Date”
means
      (a) as to any Index Rate Loan, the first Business Day of each month to occur
      while such Loan is outstanding, and (b) as to any LIBOR Loan, the last day
      of
      the applicable LIBOR Period; provided,
      that in
      the case of any LIBOR Period greater than three months in duration, interest
      shall be payable at three month intervals and on the last day of such LIBOR
      Period; and provided,
      further
      that, in
      addition to the foregoing, each of (x) the date upon which all of the
      Commitments have been terminated and the Loans have been paid in full and (y)
      the Maturity Date shall be deemed to be an “Interest
      Payment Date”
with
      respect to any interest that has then accrued under the Agreement. 

     

    “Inventory”
means
      any “inventory,”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, wherever located, and in any event including inventory, merchandise,
      goods and other personal property that are held by or on behalf of any Credit
      Party for sale or lease or are furnished or are to be furnished under a contract
      of service, or that constitute raw materials, work in process, finished goods,
      returned goods, supplies or materials of any kind, nature or description used
      or
      consumed or to be used or consumed in such Credit Party’s business or in the
      processing, production, packaging, promotion, delivery or shipping of the same,
      including all supplies and embedded Software.

     

    “Investment
      Property”
means
      all “investment
      property”
as
      such
      term is defined in the Code now owned or hereafter acquired by any Credit Party,
      wherever located, including (i) all securities, whether certificated or
      uncertificated, including stocks, bonds, interests in limited liability
      companies, partnership interests, treasuries, certificates of deposit, and
      mutual fund shares; (ii) all securities entitlements of any Credit Party,
      including the rights of such Credit Party to any securities account and the
      financial assets held by a securities intermediary in such securities account
      and any free credit balance or other money owing by any securities intermediary
      with respect to that account; (iii) all securities accounts of any Credit Party;
      (iv) all commodity contracts of any Credit Party; and (v) all commodity accounts
      held by any Credit Party.

     

    
      
        
        

      

      
        A-25

        
          

        

      

      
        
        

      

       

    

    “Investments”
has
      the
      meaning ascribed to it in Section
      6.2.

     

    “IRC”
means
      the Internal Revenue Code of 1986, as amended, and all regulations promulgated
      thereunder.

     

    “IRS”
means
      the Internal Revenue Service.

     

    “JV
      Interests”
means
      any joint venture interest held by any Credit Party to the extent such Credit
      Party is restricted from assigning or pledging such interest pursuant to legally
      binding arrangements between the joint venture parties; provided,
      that
“JV
      Interests”
shall
      not include any Proceeds of such property.

     

    “L/C
      Cash Collateral”
means
      the cash and Cash Equivalents deposited from time to time by the Borrower in
      the
      L/C Cash Collateral Account.

     

    “L/C
      Cash Collateral Account”
means
      a
      cash collateral account maintained at a bank or financial institution acceptable
      to the Administrative Agent, subject to a Blocked Account Agreement,
      into
      which cash or Cash Equivalents are deposited pursuant to Section
      1.1(a)(i).

     

    “L/C
      Issuer”
has
      the
      meaning ascribed to it in Annex
      B.

     

    “L/C
      Reimbursement Amount”
has
      the
      meaning ascribed to it in Annex
      B.

     

    “L/C
      Subfacility”
has
      the
      meaning ascribed to it in Section
      1.1(a)(iv).

     

    “Letter
      of Credit”
means
      each documentary or standby letters of credit issued under the Loan Documents
      for the account of Borrower or any of the Credit Parties by any L/C
      Issuer.

     

    “Letter
      of Credit Obligations”
means
      the sum, without duplication, of (i) the amount available for drawing under
      all
      outstanding Letters of Credit and (ii) the aggregate unpaid amount of all
      outstanding reimbursement obligations in respect of previous drawings under
      Letters of Credit.

     

    “Letter
      of Credit Rights”
means
      “letter-of-credit
      rights”
as
      such
      term is defined in the Code, now owned or hereafter acquired by any Credit
      Party, including rights to payment or performance under a letter of credit,
      whether or not such Credit Party, as beneficiary, has demanded or is entitled
      to
      demand payment or performance.

     

    
      
        
        

      

      
        A-26

        
          

        

      

      
        
        

      

       

    

    “Letter
      of Intent”
means
      the Letter of Intent, dated as of December 14, 2005, between GE Capital and
      Borrower, as amended or otherwise modified from time to time.

     

    “Lenders”
means
      GE Capital, the other Lenders named on the signature pages of the
      Agreement and,
      if
      any such Lender shall decide to assign all or any portion of the Obligations
      in
      accordance with Section
      11.1(a),
      such
      term shall include any assignee of such Lender. 

     

    “Liabilities”
means
      all claims, actions, suits, judgments, damages, losses, liability, obligations,
      responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions,
      charges, disbursements and expenses, in each case of any kind or nature
      (including interest accrued thereon or as a result thereto and fees, charges
      and
      disbursements of financial, legal and other advisors and consultants), whether
      joint or several, whether or not indirect, contingent, consequential, actual,
      punitive, treble or otherwise.

     

    “LIBOR
      Business Day”
means
      a
      Business Day on which banks in the City of London are generally open for
      interbank or foreign exchange transactions. 

     

    “LIBOR
      Loan”
means
      a
      Loan or any portion thereof bearing interest by reference to the LIBOR
      Rate.

     

    “LIBOR
      Period”
means,
      with respect to any LIBOR Loan, each period commencing on a LIBOR Business
      Day
      selected by Borrower pursuant to the Agreement and ending one, two, three or
      six
      months thereafter, as selected by Borrower’s irrevocable notice to the
      Administrative Agent as set forth in Section
      1.5(e);
      provided,
      that
      the foregoing provision relating to LIBOR Periods is subject to the
      following:

     

    (a)     if
      any
      LIBOR Period would otherwise end on a day that is not a LIBOR Business Day,
      such
      LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless
      the result of such extension would be to carry such LIBOR Period into another
      calendar month in which event such LIBOR Period shall end on the immediately
      preceding LIBOR Business Day;

     

    (b)     any
      LIBOR
      Period that would otherwise extend beyond the Maturity Date shall end on or
      prior to such date;

     

    (c)     any
      LIBOR
      Period that begins on the last LIBOR Business Day of a calendar month (or on
      a
      day for which there is no numerically corresponding day in the calendar month
      at
      the end of such LIBOR Period) shall end on the last LIBOR Business Day of a
      calendar month; and

     

    (e)     Borrower
      shall select LIBOR Periods so that there shall be no more than 5 separate LIBOR
      Loans in existence at any one time.

     

    “LIBOR
      Rate”
means
      for each LIBOR Period, a rate of interest determined by the Administrative
      Agent
      equal to the offered rate for deposits in United States Dollars for the
      applicable LIBOR Period that appears on Telerate Page 3750 as of 11:00 a.m.
      (London time), on the second full LIBOR Business Day next preceding the first
      day of such LIBOR Period (unless such date is not a Business Day, in which
      event
      the next succeeding Business Day will be used). If such interest rates shall
      cease to be available from Telerate News Service, the LIBOR Rate shall be
      determined from such financial reporting service or other information as shall
      be mutually acceptable to the Administrative Agent and Borrower.

     

    
      
        
        

      

      
        A-27

        
          

        

      

      
        
        

      

       

    

    “License”
means
      any Copyright License, Patent License, Trademark License or other similar
      license of rights or interests now held or hereafter acquired by any Credit
      Party.

     

    “Lien”
means
      any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, easement or encumbrance,
      or
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including any capital lease or conditional sale
      agreement, and any financing lease having substantially the same economic effect
      as any of the foregoing).

     

    “Litigation”
has
      the
      meaning ascribed to it in Section
      3.13.

     

    “Loan”
means
      any loan made by any Lender pursuant to this Agreement. 

     

    “Loan
      Account”
has
      the
      meaning ascribed to it in Section
      1.10.

     

    “Loan
      Documents”
means
      the Agreement, the Notes, the Collateral Documents, the Fee Letters, Borrowing
      Base Certificates and all other agreements, instruments, documents and
      certificates executed and delivered to, or in favor of, the Administrative
      Agent
      or any Lender in connection with the Agreement and the transactions contemplated
      thereby and including all other pledges, powers of attorney, consents,
      assignments, contracts, notices, letter of credit agreements and all other
      written agreements whether heretofore, now or hereafter executed by or on behalf
      of any Credit Party and delivered to the Administrative Agent or any Lender
      in
      connection with the Agreement or the transactions contemplated thereby. Any
      reference in the Agreement or any other Loan Document to a Loan Document shall
      include all appendices, exhibits or schedules thereto, and all amendments,
      restatements, supplements or other modifications thereto, and shall refer to
      the
      Agreement or such Loan Document as the same may be in effect at any and all
      times such reference becomes operative. 

     

    “Maintenance
      Cure Period”
has
      the
      meaning ascribed to it in Section
      8.1(d).

     

    “Maintenance
      Default”
has
      the
      meaning ascribed to it in Section
      8.1(d).

     

    “Margin
      Stock”
has
      the
      meaning ascribed to it in Section
      3.10.

     

    “Master
      Documentary Agreement”
means
      the Master Agreement for Documentary Letters of Credit between Borrower, as
      Applicant, and GE Capital, as L/C Issuer, to be executed prior to issuance
      of
      any Letter of Credit, in form and substance reasonably satisfactory to the
      Administrative Agent.

     

    “Master
      Standby Agreement”
means
      the Master Agreement for Standby Letters of Credit between Borrower, as
      Applicant, and GE Capital, as L/C Issuer, to be executed prior to issuance
      of
      any Letter of Credit, in form and substance reasonably satisfactory to the
      Administrative Agent.

     

    
      
        
        

      

      
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    “Material
      Adverse Effect”
means
      a
      material adverse effect on (i) the business, assets, operations or financial
      or
      other condition or prospects of (x) Borrower or (y) the Credit Parties taken
      as
      a whole (other than the
      commencement of the Cases and events
      customarily leading up to and following the commencement of the
      Cases
      or
      otherwise reflected in the operating budget dated September 9, 2005 provided
      to
      the Administrative Agent),
      (ii)
      the ability of Borrower or Guarantors to pay any of the Loans or any of the
      other Obligations in accordance with the terms of the Agreement, (iii) the
      Collateral, the Liens of Administrative Agent for the benefit of the Secured
      Parties on the Collateral, or the priority of such Liens, or (iv) the
      Administrative Agent’s or Lender’s rights and remedies under the Agreement and
      the other Loan Documents.

     

    “Material
      Location”
has
      the
      meaning ascribed to it in Section
      5.8.

     

    “Material
      Real Estate Contracts”
means
      (for purposes of the Agreement only) any lease, usufruct, use agreement,
      license, permit or other occupancy or facility use agreement under which a
      Credit Party is a tenant or counterparty, that has a remaining term of three
      (3)
      years or more as of the Closing Date and (i) subject to receipt of any necessary
      consents, could be assigned to another user for a cash payment in excess
      $10,000,000 with a novation of such Credit Party, or (ii) relates to major
      facilities required for a Credit Party’s operations, the loss of the lease,
      usufruct, use agreement, license, permit or other occupancy or facility use
      agreement with respect thereto would materially and adversely affect a Credit
      Party’s ability to conduct its business as now being conducted. 

     

    “Maturity
      Date”
the
      earliest of (a) Scheduled Maturity Date, (b) the effective date of a Plan of
      Reorganization and (c) the date of termination of Lenders’ obligations to permit
      existing Loans to remain outstanding pursuant to Section
      8.2(b).

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.

     

    “Mortgage”
means
      each of the mortgages, deeds to secured debt, deeds of trust or other real
      estate security documents delivered by any Credit Party to the Administrative
      Agent on behalf of itself and Lenders with respect to the Owned Real Estate,
      substantially in the form attached as Exhibit
      D
      hereto.

     

    “Mortgage
      Supporting Documents”
means,
      with respect to a Mortgage for a parcel of Real Estate, each of the
      following:

     

    (a)     (i) evidence
      in form and substance reasonably satisfactory to the Administrative Agent that
      the recording of counterparts of such Mortgage in the recording offices
      specified in such Mortgage will create a valid, perfected and enforceable first
      priority lien on property described therein in favor of Administrative Agent
      for
      the benefit of the Secured Parties (or in favor of such other trustee as may
      be
      required or desired under local law) subject only to (A) Permitted
      Encumbrances and (B) such other Liens as the Administrative Agent may
      reasonably approve and (ii) an opinion of counsel in each state in which
      any such Mortgage is to be recorded in form and substance and from counsel
      reasonably satisfactory to the Administrative Agent;

     

    
      
        
        

      

      
        A-29

        
          

        

      

      
        
        

      

       

    

    (b)   if
      requested by the Administrative Agent in its reasonable discretion, (i) a
      mortgagee’s title policy (or policies) or marked-up unconditional binder (or
      binders) for such insurance (or other evidence reasonably acceptable to the
      Administrative Agent proving ownership thereof) (“Mortgagee’s
      Title Insurance Policy”),
      dated
      a date satisfactory to the Administrative Agent, and shall (A) be in an
      amount equal to 110% of the appraised value (determined by reference to the
      initial FIRREA appraisals) of such parcel of Real Estate, (B) be issued at
      ordinary rates, (C) insure that the Lien granted pursuant to the Mortgage
      insured thereby creates a valid first priority Lien on such parcel of Real
      Estate free and clear of all defects and encumbrances, except for Permitted
      Encumbrances and for such defects and encumbrances as may be approved by the
      Administrative Agent, (D) name Administrative Agent for the benefit of the
      Secured Parties as the insured thereunder, (E) be in the form of ALTA Loan
      Policy - 1992 (or such local equivalent thereof as is reasonably satisfactory
      to
      the Administrative Agent), (F) contain such endorsements and affirmative
      coverage as the Administrative Agent may request to the extent available in
      the
      applicable jurisdictions (including but not limited to a comprehensive lender’s
      endorsement, a zoning endorsement and a floating rate endorsement), (G) be
      issued by Lawyers Title Insurance Corporation, Chicago Title Insurance Company
      or any other title company reasonably satisfactory to the Administrative Agent
      (including any such title companies acting as co-insurers or reinsurers),
      (H) delete the general survey exception, and (I) be otherwise in form
      and substance reasonably satisfactory to the Administrative Agent and
      (ii) a copy of all documents referred to, or listed as exceptions to title,
      in such title policy (or policies) in each case in form and substance reasonably
      satisfactory to the Administrative Agent;

     

    (c)   as-built
      surveys of such parcel of Real Estate certified to and received by (in a manner
      reasonably satisfactory to each of them) Administrative Agent for the benefit
      of
      the Secured Parties and, if the Administrative Agent requires a Mortgage Title
      Insurance Policy pursuant to clause
      (a)
      above,
      the title insurance company issuing the Mortgagee’s Title Insurance Policy for
      such Mortgage, dated a date reasonably satisfactory to the Administrative Agent
      and such title insurance company, by an independent professional licensed land
      surveyor reasonably satisfactory to the Administrative Agent and such title
      insurance company, which maps or plats and the surveys on which they are based
      shall be made in form and substance reasonably satisfactory to the
      Administrative Agent;

     

    (d)   evidence
      in form and substance reasonably satisfactory to the Administrative Agent that
      all premiums in respect of each Mortgagee’s Title Insurance Policy, all
      recording fees and stamp, documentary, intangible or mortgage taxes, if any,
      in
      connection with the Mortgage have been paid; 

     

    (e)   a
      Phase I
      environmental report with respect to such parcel of Real Estate, dated a date
      not more than one year prior to November 30, 2004, showing no material condition
      of environmental concern and otherwise in form and substance reasonably
      satisfactory to the Administrative Agent; and

     

    
      
        
        

      

      
        A-30

        
          

        

      

      
        
        

      

       

    

    (f)    such
      other agreements, documents and instruments in form and substance reasonably
      satisfactory to the Administrative Agent as the Administrative Agent deems
      necessary or appropriate to create, register or otherwise perfect, maintain,
      evidence the existence, substance, form or validity of, or enforce a valid
      and
      enforceable first priority lien on such parcel of Real Estate in favor of
Administrative
      Agent
      for
      the benefit of the Secured Parties (or in favor of such other trustee as may
      be
      required or desired under local law) subject only to Permitted
      Encumbrances.

     

    “Mortgagee’s
      Title Insurance Policy”
has
      the
      meaning ascribed to it in the definition of “Mortgage
      Supporting Documents”.

     

    “Multiemployer
      Plan”
means
      a
“multiemployer
      plan”
as
      defined in Section 4001(a)(3) of ERISA, and to which any Credit Party or ERISA
      Affiliate is making, is obligated to make or has made or been obligated to
      make,
      contributions on behalf of participants who are or were employed by any of
      them.

     

    “Net
      Capital Expenditures”
      means,
      for any period, Capital Expenditures for such period plus
      (without
      duplication) (i) any increases in the aggregate amount of advances or deposits
      made in connection with Capital Expenditures during such period, and (ii) the
      amount by which the aggregate principal amount of any Indebtedness incurred
      pursuant to Section
      6.3(a)(i)
      (“Purchase
      Money Debt”)
      was
      reduced in connection with any refinancing of interim Purchase Money Debt during
      such period, minus
      (without
      duplication) (x) the aggregate principal amount of any Purchase Money Debt
      incurred during such period, including without limitation in connection with
      any
      increase in Purchase Money Debt incurred in connection with any refinancing
      of
      interim Purchase Money Debt, and (y) any decreases in advances or deposits
      made
      in connection with Capital Expenditures during such period.

     

    “Net
      Cash Proceeds”
means
      proceeds received by any Credit Party after the Closing Date in cash or Cash
      Equivalents from:

     

    (a)    (i)
      Asset Sales
      permitted under Section
      6.8(a)
      in
      excess of $5,000,000, individually or in the aggregate, for any Fiscal Year
      (other than (x) Asset Sales of Aircraft
      and (y) any single Asset Sale resulting in gross proceeds not exceeding $5,000),
      (ii) Asset Sales of any Collateral included in the Term A Borrowing Base
      permitted under Section
      6.8(c)(ii),
      (iii)
      any Excluded Sales permitted under Section
      6.8(d)
      and of
      the type described in clause (ii)
      or (iv)
      of the
      definition thereof, to the extent resulting in gross proceeds in excess of
      $50,000,000, individually or in the aggregate, and (iv) any other Asset Sale
      (other than (A) any Asset Sale permitted under Sections
      6.8(c)(i),
      (d)
      (except,
      for the avoidance of doubt, to the extent required by clause (iii) above),
      (e),
      (f),
      (g),
      (i),
      (j),
      (k),
      (l),
      (n)
      (other
      than sales of Section 1110 Assets or Non-1110 Aviation Assets) or (o)
      or (B)
      any single Asset Sale resulting in gross proceeds not exceeding $5,000), in
      excess of $5,000,000, individually or in the aggregate, for any Fiscal Year
      for
      all such Asset Sales, in each case, net of (1) the reasonable cash costs of
      sale, assignment or other disposition, (2) taxes paid or reasonably
      estimated to be payable as a result thereof, (3) reserves provided, to the
      extent required by GAAP, against any liabilities that are directly attributed
      to
      such Asset Sale (clauses
      (1),
      (2)
      and
(3)
      collectively referred to herein as the “Sale
      Costs”)
      and
      (4) any amount required to be paid or prepaid on Indebtedness or other
      obligations (other than the Obligations) secured by the assets subject to such
      Asset Sale, or otherwise required to be repaid as a result of such Asset Sale;
      provided,
      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; and

     

    
      
        
        

      

      
        A-31

        
          

        

      

      
        
        

      

       

    

    (b)   Property
      Loss
      Event, net of (1) the costs of collection (the “Collection
      Costs”
and,
      together with the Sale Costs, “Costs”),
      (2)
      the amounts required to be applied pursuant to the terms of any ARB Indebtedness
      in respect of any asset subject thereto, (3) any amounts required to be applied
      as described in Section
      5.4(d)
      and
      (4) any amount required to be paid or prepaid on Indebtedness or other
      obligations (other than the Obligations) secured by the assets subject to such
      Property Loss Event, or otherwise required to be repaid as a result of such
      Property Loss Event; 

     

    provided,
      that,
      if the aggregate Costs related to any Asset Sale or any Property Loss Event
      exceeds $500,000, evidence of each such Costs shall be provided to the
      Administrative Agent, in form and substance reasonably satisfactory to
      them.

     

    “Net
      Orderly Liquidation Value”
shall
      mean with regard to any Eligible Aircraft, Eligible Engines, Eligible Spare
      Parts, Eligible Ground Service Equipment, Eligible Flight Simulators or Eligible
      Tooling, the net orderly liquidation value of such Eligible Aircraft, Eligible
      Spare Parts, Eligible Ground Service Equipment, Eligible Flight Simulators
      or
      Eligible Tooling, as the case may be, as determined by reference to the most
      recent appraisal of the applicable Credit Party.

     

    “Non-Funding
      Lender”
has
      the
      meaning ascribed to it in Section
      11.9(a).

     

    “Non-1110
      Agreement”
shall
      mean any agreement related to property that would have qualified as
“equipment,”
as
      such
      term is used in Section
      1110(a)(3)
      of the
      Bankruptcy Code if it had been placed in service on or prior to October 22,
      1994, including, without limitation, security agreements, mortgages, trusts,
      leases, conditional sale agreements or other instruments applicable to such
      property.

     

    “Non-1110
      Aviation Assets”
shall
      mean (a) property that would have qualified as “equipment,”
as
      such
      term is used in Section
      1110(a)(3)
      of the
      Bankruptcy Code if it had been placed in service on or prior to October 22,
      1994
      and all Non-1110 Agreements, to the extent that the Credit Parties are
      prohibited from granting liens thereon or assignments thereof under the terms
      of
      any such agreements in effect at the commencement of the Cases (and to the
      extent permitted by this Agreement, as such Non-1110 Agreement may be amended,
      modified, refinanced or restructured), (b) any other asset with respect to
      which
      the granting of any lien would cause a default, directly or indirectly, of
      any
      such Non-1110 Agreements, (c) any deposits and reserves held or maintained
      pursuant to such agreement or (d) property referred to in the previous
      clauses that the Borrower or any of the Guarantors elects to return to the
      party
      providing financing therefor in exchange for a discharge of the related
      indebtedness; provided,
      that
      Non-1110 Aviation Assets shall not include any Proceeds of such property (but
      only to the extent that the Credit Parties are entitled to such
      Proceeds).

     

    
      
        
        

      

      
        A-32

        
          

        

      

      
        
        

      

       

    

    “Non-Stayed
      Order”
means
      an order of the Bankruptcy Court which is in full force and effect, as to which
      no stay has been entered and which has not been reversed, modified, vacated
      or
      overturned.

     

    “Note”
has
      the
      meaning assigned to it in Section
      1.1(a).

     

    “Notice
      of Actionable Default”
has
      the
      meaning ascribed to it in the Skymiles Intercreditor Agreement.

     

    “Notice
      of Conversion/Continuation”
has
      the
      meaning ascribed to it in Section
      1.5(e).

     

    “Obligations”
means
      all loans, advances, debts, liabilities and obligations, for the performance
      of
      covenants, tasks or duties or for payment of monetary amounts (whether or not
      such performance is then required or contingent, or such amounts are liquidated
      or determinable) owing by any Credit Party to the Administrative Agent or any
      Lender, and all covenants and duties regarding such amounts, of any kind or
      nature, present or future, whether or not evidenced by any note, agreement,
      letter of credit agreement or other instrument, arising under the Agreement
      or
      any of the other Loan Documents. This term includes all principal, interest
      (including all interest that accrues after the commencement of any case or
      proceeding by or against any Credit Party in bankruptcy, whether or not allowed
      in such case or proceeding), Fees, expenses, attorneys’ fees and any other sum
      chargeable to any Credit Party under the Agreement or any of the other Loan
      Documents. 

     

    “Op
      Specs”
means
      Operating Specifications issued by the FAA under Part 121 of the Federal
      Aviation Regulations authorizing an air carrier’s operations to/from/within the
      United States.

     

    “Original
      Borrowing Base Assets”
has
      the
      meaning ascribed to it in Section
      1.2(c)(i).

     

    “Owned
      Real Estate”
has
      the
      meaning ascribed to it in Section
      3.6(b)
      and
Section
      5.12(a)(iv).

     

    “Patent
      License”
means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right with respect to any invention on which a Patent is
      in
      existence.

     

    “Patent
      Security Agreements”
means
      the Patent Security Agreements made in favor of Administrative Agent for the
      benefit of the Secured Parties by each applicable Credit Party.

     

    “Patents”
means
      all of the following in which any Credit Party now holds or hereafter acquires
      any interest: (a) all letters patent of the United States or any other country,
      all registrations and recordings thereof, and all applications for letters
      patent of the United States or of any other country, including registrations,
      recordings and applications in the United States Patent and Trademark Office
      or
      in any similar office or agency of the United States, any State or any other
      country, and (b) all reissues, continuations, continuations-in-part or
      extensions thereof.

     

    
      
        
        

      

      
        A-33

        
          

        

      

      
        
        

      

       

    

    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

     

    “Pension
      Plan”
means
      a
      Plan which is an “employee
      pension benefit plan”
      described in Section 3(2) of ERISA.

     

    “Permits”
has
      the
      meaning ascribed to it in Section
      3.24.

     

    “Permitted
      Encumbrances”
means
      the following encumbrances: (a) Liens for taxes or assessments or other
      governmental Charges not yet due and payable or which are being contested in
      accordance with Section
      5.2(b);
      (b)
      pledges or deposits of money securing statutory obligations under workmen’s
      compensation, unemployment insurance, social security or public liability laws
      or similar legislation (excluding Liens under ERISA); (c) pledges or deposits
      of
      money securing bids, tenders, contracts (other than contracts for the payment
      of
      money) or leases (other than leases of aircraft) to which any Credit Party
      is a
      party as lessee made in the ordinary course of business; (d) workers’,
      mechanics’ or similar liens arising in the ordinary course of business, so long
      as such Liens are inchoate and unperfected and attach only to Tooling, Fixtures
      and/or real estate or being contested in accordance with Section
      5.2(b);
      (e)
      carriers’, warehousemen’s, suppliers’ or other similar possessory liens arising
      in the ordinary course of business so long as such Liens are inchoate and
      unperfected and attach only to Inventory or being contested in accordance with
      Section
      5.2(b);
      (f)
      deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings
      to which any Credit Party is a party; (g) any attachment or judgment lien not
      constituting an Event of Default under Section
      8.1(i);
      (h)
      zoning restrictions, easements, licenses, or other restrictions on the use
      of
      any real estate or interests of any Credit Party in real estate or other minor
      irregularities in title (including leasehold title) thereto, so long as the
      same
      do not materially impair the use or the value of any parcel of Owned Real
      Estate; (i) presently existing or hereafter created Liens in favor of
      Administrative Agent for the benefit of the Secured Parties; (j) statutory
      and
      common law landlords’ liens under leases to which any Credit Party is a party
      (subject to the requirements of Section
      5.8);
      (k)
      (i) leases, subleases, licenses, permits and similar use rights, entered into
      in
      the ordinary course of business with respect to the Owned Real Estate,
that
      are
      by their express terms subject and subordinate to Administrative
      Agent’s
      Liens, for the benefit of Secured Parties, in the Owned Real Estate,
      and do
      not, in the aggregate, materially detract from the value of the any parcel
      of
      Owned Real Estate and (ii) leases, subleases, licenses, permits and similar
      use
      rights, entered into in the ordinary course of business with respect to any
      leased real estate,
      to the
      extent they are not prohibited by the Collateral Documents and would not have
      a
      Material Adverse Effect and would not materially and adversely affect the
Administrative
      Agent’s
      Liens, for the benefit of Secured Parties, in Collateral stored or located
      at
      such location;
      (l)
      with respect to Real Estate, other defects and encumbrances as may be approved
      by the Administrative Agent, including, with respect to the Eligible Real
      Estate, any matters shown as title exceptions in the Mortgagee’s Title Insurance
      Policy, (m) liens imposed by applicable law on the assets of any Credit Party
      located at an airport for the benefit of an Aviation Authority; (n) Liens
      (including leases) permitted pursuant to the Aircraft Mortgage and (o) subject,
      with respect to Blocked Accounts, to the Blocked Account Agreements, Liens
      in
      favor of depositary banks (including set-off rights) arising as a matter of
      law.

     

    “Permitted
      Investments”
means
      Investments made in accordance with the Investment Guidelines set forth on
      Annex
      K.

     

    
      
        
        

      

      
        A-34

        
          

        

      

      
        
        

      

       

    

    “Permitted
      Liens”
means
      (i) Liens granted by the Credit Parties under the Collateral Documents and
      (ii)
      any other Liens permitted to be created or assumed or to exist pursuant to
      Section
      6.7
      of this
      Agreement.

     

    “Permitted
      Prepetition Payment”
means
      a
      payment (as adequate protection or otherwise) on account of any Claim against
      any Credit Party arising or deemed to have arisen prior to the Petition Date,
      which payments
      are (i) authorized by the Bankruptcy Court pursuant to First Day Orders or
      other
      Non-Stayed Orders reasonably satisfactory to the Administrative Agent in amounts
      approved by the Bankruptcy Court and the Administrative Agent, (ii) made
      pursuant to Section 1110 Agreements or Non-1110 Agreements, (iii) made in
      connection with the assumption of executory contracts and unexpired leases
      or
      (iv) made in respect of accrued payroll and related expenses and employee
      benefits as of the Petition Date.

     

    “Permitted
      Refinancing”
means,
      with respect to any Person, any modification, refinancing, refunding, renewal,
      extension or replacement (collectively, a “refinancing”)
      of any
      Indebtedness of such Person; provided,
      that
      (a) the principal amount (or accreted value, if applicable) thereof does not
      exceed 100% (or, to the extent no payment of principal thereof (except upon
      acceleration) is required on or prior to the Scheduled Maturity Date, 105%)
      of
      the principal amount (or accreted value, if applicable) of the Indebtedness
      so
      refinanced, except by an amount equal to the unpaid accrued interest and premium
      thereon; (b) such refinancing has a final maturity date equal to or later than
      the final maturity of the Indebtedness being refinanced, (c) such refinancing
      does not reduce the weighted average life to maturity of the Indebtedness being
      refinanced, (d) if the Indebtedness being refinanced is subordinated in right
      of
      payment to the Obligations, such refinancing is subordinated in right of payment
      to the Obligations on terms at least as favorable to Lenders as those contained
      in the documentation governing the Indebtedness being refinanced. Permitted
      Refinancings shall include any refinancing financed with proceeds from or
      exchanges into Stock issued by Borrower.

     

    “Permitted
      Reinvestment Collateral”
means,
      with respect to any Collateral, (i) replacement assets useful in Borrower’s (or,
      in the case of any asset owned by any Subsidiary, such Subsidiary’s) business
      or, in the case of any Property Loss Event, repairs to the applicable
      Collateral, (ii) in the case of any Property Loss Event with respect to any
      Collateral included in the Term A Borrowing Base (other than Aircraft or
      Engines), replacement assets consisting of like-kind assets and the Allocated
      Amount for which exceeds the Allocated Amount for the Original Borrowing Base
      Assets after replacement or repair, as the case may be, and (iii) in the case
      of
      Aircraft or Engines, Replacement Aircraft or Replacement Engines, as the case
      may be; provided,
      that,
      in each case, any replacement asset shall be subject to a first priority Lien
      of
      Administrative Agent
      for the
      benefit of Secured Parties to the extent that the original asset was subject
      to
      a first priority Lien of Administrative Agent
      for the
      benefit of Secured Parties. 

     

    “Permitted
      Secured Financing”
has
      the
      meaning ascribed to it in Section
      6.3(a)(v)
      hereof.

     

    “Permitted
      Subordinated Indebtedness”
means
      any unsecured Indebtedness of any Delta Company that (a) is expressly
      subordinated to the prior payment in full in cash of the Obligations on terms
      reasonably acceptable to the Administrative Agent, (b) will not mature prior
      to
      the date that is ninety-one (91) days after the Scheduled Maturity Date, and
      (c)
      does not require payments of principal prior to the date which is ninety-one
      (91) days after the Scheduled Maturity Date, except pursuant to
      acceleration.

     

    
      
        
        

      

      
        A-35

        
          

        

      

      
        
        

      

       

    

    “Person”
means
      any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, limited liability
      company, institution, public benefit corporation, other entity or government
      (whether federal, state, county, city, municipal, local, foreign, or otherwise,
      including any instrumentality, division, agency, body or department
      thereof).

     

    “Petition
      Date”
has
      the
      meaning ascribed to it in the Preamble.

     

    “Physical
      Aircraft Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Aircraft or Eligible Engines, including but not limited to, taking at least
      the
      following actions: (i) reviewing the most recent Collateral Report; (ii)
      reviewing the Appraiser’s internal value database for values applicable to such
      Aircraft or Engines; and (iii) checking other sources, such as manufacturers,
      other airlines and U.S. government procurement data, for orderly liquidation
      prices of such Aircraft or Engines. 

     

    “Physical
      Ground Service Equipment Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Ground Service Equipment, including but not limited to, taking at least the
      following actions: (i) reviewing the most recent Collateral Report; (ii)
      reviewing the Appraiser’s internal value database for values applicable to such
      Ground Service Equipment; (iii) checking other sources, such as manufacturers,
      other airlines and U.S. government procurement data, for orderly liquidation
      prices of such Ground Service Equipment and (iv) physical inspection of such
      Ground Service Equipment. 

     

    “Physical
      Flight Simulator Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Flight Simulators, including but not limited to, taking at least the following
      actions: (i) reviewing the most recent Collateral Report; (ii) reviewing the
      Appraiser’s internal value database for values applicable to such Flight
      Simulators; (iii) checking other sources, such as manufacturers, other airlines
      and U.S. government procurement data, for orderly liquidation prices of such
      Flight Simulators and (iv) physical inspection of such Flight Simulators.


     

    “Physical
      Spare Parts Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Spare Parts, including but not limited to, taking at least the following
      actions: (i) reviewing the most recent Collateral Report; (ii) reviewing the
      Appraiser’s internal value database for values applicable to Spare Parts; (iii)
      developing a representative sampling of a reasonable number of the different
      Spare Parts for which a market check will be conducted; (iv) checking other
      sources, such as manufacturers, other airlines, U.S. government procurement
      data
      and airline parts pooling price lists, for orderly liquidation prices of the
      sample parts referred to in clause
      (iii);
      (v)
      visiting the Designated Spare Parts Locations selected by the Appraiser where
      the Spare Parts are kept by any Credit Party; (vi) conducting a limited review
      of the inventory reporting system applicable to the Spare Parts, including
      checking information reported in such system against information determined
      through physical inspection pursuant to the preceding clause
      (v);
      and
      (vii) reviewing a sampling of the Spare Parts serviceability tags, books and
      records (including tear-down reports). The physical sampling will be completed
      at the necessary Designated Spare Parts Locations where in the aggregate up
      to
      80% (by measure of appraised NOLV) of the Pledged Spare Parts are kept by the
      Credit Parties.

     

    
      
        
        

      

      
        A-36

        
          

        

      

      
        
        

      

       

    

    “Physical
      Tooling Appraisal Methodology”
means,
      in determining an opinion as to the Net Orderly Liquidation Value of Eligible
      Tooling, including but not limited to, taking at least the following actions:
      (i) reviewing the most recent Collateral Report; (ii) reviewing the Appraiser’s
      internal value database for values applicable to such Tooling; (iii) checking
      other sources, such as manufacturers, other airlines and U.S. government
      procurement data, for orderly liquidation prices of such Tooling and (iv)
      physical inspection of such Tooling. 

     

    “Plan”
means,
      at any time, a Pension Plan, ESOP, Multiemployer Plan, Qualified Plan, Title
      IV
      Plan or Retiree Welfare Plan that any Credit Party or ERISA Affiliate maintains
      or to which such Credit Party contributes or has an obligation to
      contribute.

     

    “Plan
      of Reorganization”
means
      a
      plan of reorganization in the Cases under chapter 11 of the Bankruptcy
      Code.

     

    “Pledged
      Collateral”
means
      all of the following property now owned or at anytime acquired by a Credit
      Party
      or in which such Credit Party now has or at any time in the future may acquire
      any right, title or interest:

     

    (a)   the
      Pledged Shares
      and the
      certificates representing the Pledged Shares, and all dividends, distributions,
      cash, instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of the Pledged Shares; and

     

    (b)   such
      portion, as determined by Administrative Agent as provided in Section
      10.4(i)(v)
      of this
      Agreement, of any additional shares of stock of a Pledged Entity from time
      to
      time acquired by Credit Party in any manner (which shares shall be deemed to
      be
      part of the Pledged Shares), and the certificates representing such additional
      shares, and all dividends, distributions, cash, instruments and other property
      or proceeds from time to time received, receivable or otherwise distributed
      in
      respect of or in exchange for any or all of such stock; and

     

    (c)   the
      Pledged Indebtedness and the promissory notes or instruments evidencing the
      Pledged Indebtedness, and all interest, cash, instruments and other
      property
      and assets from time to time received, receivable or otherwise distributed
      in
      respect of the Pledged Indebtedness; and

     

    (d)   all
      additional Indebtedness arising after the Closing Date and owing to Credit
      Party
      and evidenced by promissory notes or other instruments,
      together with such promissory notes and instruments, and all interest, cash,
      instruments and other property and assets from time to time received, receivable
      or otherwise distributed in respect of that Indebtedness.

     

    “Pledged
      Entity”
means
      an issuer of Pledged Shares or Pledged Indebtedness.

     

    
      
        
        

      

      
        A-37

        
          

        

      

      
        
        

      

       

    

    “Pledged
      Indebtedness”
means
      the Indebtedness evidenced by promissory notes and instruments listed on Part
      2
      of Disclosure
      Schedule 10.4
      hereto.

     

    “Pledged
      Shares”
means
      those shares listed on Part 1 of Disclosure
      Schedule 10.4
      hereto.

     

    “Pledged
      Spare Parts”
shall
      have the meaning ascribed to it in the Spare Parts Mortgage.

     

    “Post-Petition
      Skymiles Facility”
means
      the provisions related to the Advance Payments (as defined in the Post-Petition
      Skymiles Facility Documents) in the Post-Petition Skymiles Facility
      Documents.

     

    “Post-Petition
      Skymiles Facility Documents”
means
      the “SkyMiles
      Documents”
as
      defined in the Skymiles Intercreditor Agreement and includes the Skymiles
      Collateral Documents.

     

    “Power
      of Attorney”
shall
      have the meaning ascribed to it in Section
      10.8.

     

    “Prepayment
      Date”
      means,
      with respect to any Net Cash Proceeds from any Collateral, the earlier of (i)
      the date occurring 180 days after the date on which such Net Cash Proceeds
      were
      deposited into the Cash Collateral Account (unless, prior to such date, the
      applicable Credit Party has (A) acquired any Replacement Borrowing Base Asset,
      (B) entered into an agreement for such acquisition or (C) commenced the
      construction of the Replacement Borrowing Base Assets or the repair of the
      Original Borrowing Base Assets) and (ii) the date that is five (5) Business
      Days
      after the date on which Borrower shall have notified the Administrative Agent
      of
      Borrower’s determination not to acquire replacement assets useful in any Credit
      Party’s business (or, in the case of a Property Loss Event, not to effect
      repairs).

     

    “Primary
      Gates”
shall
      have the meaning ascribed to it in the SGR Security Agreement.

     

    “Primary
      Routes”
shall
      have the meaning ascribed to it in the SGR Security Agreement.

     

    “Primary
      Slots”
shall
      have the meaning ascribed to it in the SGR Security Agreement.

     

    “Proceeds”
means
      “proceeds,”
as
      such
      term is defined in the Code, including (a) any and all proceeds of any
      insurance, indemnity, warranty or guaranty payable to any Credit Party from
      time
      to time with respect to any asset, (b) any and all payments (in any form
      whatsoever) made or due and payable to any Credit Party from time to time in
      connection with any requisition, confiscation, condemnation, seizure or
      forfeiture of all or any part of such property by any Governmental Authority
      (or
      any Person acting under color of governmental authority), (c) any claim of
      any
      Credit Party against third parties (i) for past, present or future infringement
      of any Patent or Patent License, or (ii) for past, present or future
      infringement or dilution of any Copyright, Copyright License, Trademark or
      Trademark License, or for injury to the goodwill associated with any Trademark
      or Trademark License, (d) any recoveries by any Credit Party against third
      parties with respect to any litigation or dispute concerning such property
      including claims arising out of the loss or nonconformity of, interference
      with
      the use of, defects in, or infringement of rights in, or damage to, such
      property, (e) all amounts collected on, or distributed on account of, other
      property, including dividends, interest, distributions and Instruments with
      respect to Investment Property and pledged Stock, and (f) any and all other
      amounts, rights to payment or other property acquired upon the sale, lease,
      license, exchange or other disposition of such property and all rights arising
      out of such property.

     

    
      
        
        

      

      
        A-38

        
          

        

      

      
        
        

      

       

    

    “Projections”
means
      Borrower’s forecasted consolidated (a) balance sheets, (b) profit and loss
      statements and (c) cash flow statements consistent with the historical Financial
      Statements of Borrower (other than adjustments related to the impact of the
      Cases), together with appropriate supporting details and a statement of
      underlying assumptions.

     

    “Property
      Loss Event”
means
      (a) any loss of or damage to property of any Credit Party that results in
      the receipt by such Person of proceeds of insurance in excess of $5,000,000,
      individually or in the aggregate, (b) any taking of property of any Credit
      Party that results in the receipt by such Person of a compensation payment
      in
      respect thereof that exceeds $5,000,000, individually or in the aggregate,
      or
      (c) an “Event
      of Loss”
(as
      such term is defined in the Aircraft Mortgage or the Spare Parts Mortgage).
      

     

    “Proposed
      Change”
has
      the
      meaning ascribed to it in Section
      13.2(c).

     

    “Pro
      Rata Share”
means
      with respect to all matters relating to any Lender (a) with respect to the
      Term
      Loan A, the percentage obtained by dividing (i) the Term A Commitment of that
      Lender by (ii) the aggregate Term A Commitments of all Lenders, as such
      percentage may be adjusted by assignments permitted pursuant to Section
      11.1,
      (b)
      with respect to the Term Loan B, the percentage obtained by dividing (i) the
      Term B Commitment of that Lender by (ii) the aggregate Term B Commitments of
      all
      Lenders as such percentage may be adjusted by assignments permitted pursuant
      to
Section
      11.1,
      (c)
      with respect to the Term Loan C, the percentage obtained by dividing (i) the
      Term C Commitment of that Lender by (ii) the aggregate Term C Commitments of
      all
      Lenders as such percentage may be adjusted by assignments permitted pursuant
      to
Section
      11.1,
      (d)
      with respect to all Loans, the percentage obtained by dividing (i) the aggregate
      Commitments of that Lender by (ii) the aggregate Commitments of all Lenders
      and,
      on and after the Maturity Date, the percentage obtained by dividing (i) the
      aggregate outstanding principal balance of all Loans held by that Lender by
      (ii)
      the outstanding principal balance of all Loans held by all Lenders, in each
      case, as any such percentages may be adjusted by assignments permitted pursuant
      to Section
      11.1.

     

    “Purchase
      Amount”
has
      the
      meaning ascribed to it in Section
      13.2(c).

     

    “Qualified
      Plan”
means
      a
      Pension Plan that is intended to be tax-qualified under Section 401(a) of the
      IRC.

     

    “Real
      Estate”
has
      the
      meaning ascribed to it in Section
      3.6(b).

     

    “Regulated
      Subsidiary”
means
      each of Comair Holdings, LLC and Crown Rooms, Inc.

     

    
      
        
        

      

      
        A-39

        
          

        

      

      
        
        

      

       

    

    “Reinvestment
      Deferred Amount”
has
      the
      meaning ascribed to it in Section
      1.2(c)(ii).
      

     

    “Reinvestment
      Event”
means
      the date on which the Net Cash Proceeds of (x) any Asset Sale of assets not
      included in the Term A Borrowing Base or (y) any Property Loss Event, which
      in
      each case are deposited in the Cash Collateral Account.

     

    “Reinvestment
      Notice”
means
      a
      written notice executed by the Chief Financial Officer of Borrower stating
      that
      no Event of Default has occurred and is continuing and that Borrower (directly
      or indirectly through one of the Guarantors or the applicable Subsidiary)
      intends and expects to use the Reinvestment Deferred Amount for Permitted
      Reinvestment Collateral as specified therein.

     

    “Reinvestment
      Prepayment Date”
means,
      with respect to any Net Cash Proceeds of any Reinvestment Event, (i) involving
      any Collateral (other than in respect of Collateral subject to the Aircraft
      Mortgage), the earliest of (a) the date occurring 180 days after such
      Reinvestment Event, unless,
      prior
      to any such date, Borrower or the applicable Subsidiary has (x) entered into
      an
      agreement for the acquisition of Permitted Reinvestment Collateral or (y)
      commenced the construction of Permitted Reinvestment Collateral or the repair
      of
      the original assets constituting Permitted Reinvestment Collateral, (b) the
      date
      that is five (5) Business Days after the date on which Borrower shall have
      notified the Administrative Agent of Borrower’s determination not to acquire
      Permitted Reinvestment Collateral with all or any portion of the relevant
      Reinvestment Deferred Amount for such Net Cash Proceeds and (c) the occurrence
      of any Event of Default, (ii) arising from a Property Loss Event involving
      any
      Aircraft or Engine, the Loss Payment Date (as defined in the Aircraft Mortgage),
      or (iii) arising from a Property Loss Event involving any Engine (not involving
      the related Airframe (as defined in the Aircraft Mortgage)), the date upon
      which
      such Engine is required to be replaced in accordance with Section
      7.05(b)
      of the
      Aircraft Mortgage. 

     

    “Reinvestment
      Release Request”
means
      a
      written notice executed by the Chief Financial Officer of Borrower stating
      that
      no Event of Default has occurred and is continuing and that Borrower (directly
      or indirectly through one of the Guarantors or the applicable Subsidiary)
      requests the release of the Reinvestment Deferred Amount from the Cash
      Collateral Account for Permitted Reinvestment Collateral as specified
      therein.

     

    “Related
      Person”
means,
      with respect to any Person, any Affiliates, officers, employees, agents,
      directors or other Persons acting for or in concert with such
      Person.

     

    “Relationship
      Bank”
has
      the
      meaning ascribed to it in Section
      (b)
      of
Annex
      C.

     

    “Release”
means
      any release, threatened release, spill, emission, leaking, pumping, pouring,
      emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal,
      dumping, leaching or migration of Hazardous Material in the indoor or outdoor
      environment, including the movement of Hazardous Material through or in the
      air,
      soil, surface water, ground water or property.

     

    “Replacement
      Aircraft”
shall
      have the meaning ascribed to it in the Aircraft Mortgage.

     

    
      
        
        

      

      
        A-40

        
          

        

      

      
        
        

      

       

    

    “Replacement
      Borrowing Base Assets”
has
      the
      meaning ascribed to it in Section
      1.2(c)(i).

     

    “Replacement
      Engine”
shall
      have the meaning ascribed to it in the Aircraft Mortgage.

     

    “Replacement
      Lender”
has
      the
      meaning ascribed to it in Section
      1.14(e).

     

    “Requirement
      of Law”
means,
      with respect to any Person, the common law and all federal, state, local and
      foreign laws, treaties,
      rules and regulations, orders, judgments, decrees and other legal
      requirements or
      determinations of any Governmental Authority or arbitrator, applicable to or
      binding upon such Person or any of its property or to which such Person or
      any
      of its property is subject.

     

    “Requisite
      Lenders”
means
      Lenders having 51% or more of the aggregate outstanding amount of all
      Loans.

     

    “Requisite
      Term A Lenders”
means
      Lenders having 51% or more of the aggregate outstanding amount of the Term
      Loan A. 

     

    “Requisite
      Term B Lenders”
means
      Lenders having 51% or more of the aggregate outstanding amount of the Term
      Loan B. 

     

    “Requisite
      Term C Lenders”
means
      Lenders having 51% or more of the aggregate outstanding amount of the Term
      Loan C.

     

    “Reserves”
means
      (a) reserves established by the Administrative Agent from time to time in its
      reasonable credit judgment, against Eligible Tooling, Eligible Aircraft,
      Eligible Engines, Eligible Real Estate, Eligible Spare Parts, Eligible Flight
      Simulators and Eligible Ground Service Equipment, including, but not limited
      to,
      pursuant to Section 5.8,
      and (b)
      reserves established by the Administrative Agent from time to time in its
      reasonable credit judgment against Eligible Accounts, Eligible Unbilled Accounts
      and Eligible Refundable Ticket Accounts including, but not limited to, a reserve
      in the amount of Fifty Million Dollars ($50,000,000) for maintenance of
      Collateral and liquidation expenses and for the Carve-Out. Without limiting
      the
      generality of the foregoing, Reserves established to ensure the payment of
      accrued Interest Expenses or Indebtedness shall be deemed to be a reasonable
      exercise of the Administrative Agent’s credit judgment. 

     

    “Restricted
      Accounts”
means
      (i) the Citibank Cash Collateral Account; (ii) the accounts identified as
      Restricted Accounts on Disclosure
      Schedule 3.19;
      and
      (iii) any deposit account holding cash and cash equivalents subject to Liens
      permitted under Section
      6.7(j)
      (except
      to the extent securing any obligations under the Post-Petition Skymiles
      Facility), Section
      6.7(k)
      or
Section
      6.7(l)
      or
      securing surety or appeal bonds permitted under Section
      6.3(a)(xiv).

     

    “Restricted
      Payment”
means,
      with respect to any Credit Party (a) the declaration or payment of any
      dividend or the incurrence of any liability to make any other payment or
      distribution of cash or other property or assets in respect of Stock; (b) any
      payment on account of the purchase, redemption, defeasance, sinking fund or
      other retirement of such Credit Party’s Stock or any other payment or
      distribution made in respect thereof, either directly or indirectly; (c) any
      payment or prepayment of principal of, premium, if any, or interest, fees or
      other charges on or with respect to, and any redemption, purchase, retirement,
      defeasance, sinking fund or similar payment and any claim for rescission with
      respect to, any Permitted Subordinated Indebtedness or the Post-Petition
      Skymiles Facility; and (d) any payment made to redeem, purchase, repurchase
      or
      retire, or to obtain the surrender of, any outstanding warrants, options or
      other rights to acquire Stock of such Credit Party now or hereafter
      outstanding.

     

    
      
        
        

      

      
        A-41

        
          

        

      

      
        
        

      

       

    

    “Retiree
      Welfare Plan”
means,
      at any time, a Plan which is an “employee
      welfare benefit plan”
as
      described in Section 3(1) of ERISA that provides for continuing coverage or
      benefits for any participant or any beneficiary of a participant after such
      participant’s termination of employment, other than continuation coverage
      provided pursuant to Section 4980B of the IRC and at the sole expense of the
      participant or the beneficiary of the participant.

     

    “Routes”
has
      the
      meaning ascribed to it in the SGR Security Agreement.

     

    “S&P”
means
      Standard & Poor’s Ratings Group.

     

    “Scheduled
      Maturity Date”
means
      March 16, 2008.

     

    “Sell”
means,
      with respect to any property, to sell, convey, transfer, assign, license, lease
      or otherwise dispose of, any interest therein or to permit any Person to acquire
      any such interest, including, in each case, through a Sale and Leaseback
      Transaction or through a sale, factoring at maturity, collection of or other
      disposal, with or without recourse, of any notes or accounts receivable.
      Conjugated forms thereof and the noun “Sale”
have
      correlative meanings. 

     

    “Section
      1110 Agreement”
means
      any agreement related to property that qualifies as “equipment,”
as
      such
      term is used in Section 1110(a)(3) of the Bankruptcy Code, including, without
      limitation, security agreements, mortgages, trusts, leases, conditional sale
      agreements or other instruments applicable to such property.

     

    “Section
      1110 Assets”
shall
      mean (a) property that qualifies as “equipment,”
as
      such
      term is used in Section 1110(a)(3) of the Bankruptcy Code and all Section 1110
      Agreements, to the extent that the Credit Parties are prohibited from granting
      liens thereon or assignments thereof under the terms of any Section 1110
      Agreement in effect at the commencement of the Cases (and, to the extent
      permitted by this Agreement), as such Section 1110 Agreement may be amended,
      modified, refinanced or restructured) under which the applicable secured party,
      lessor or seller is entitled to the protections afforded under Section 1110
      of
      the Bankruptcy Code with respect to such property or agreements, (b) any other
      asset with respect to which the granting of any lien would cause a default,
      directly or indirectly, of any Section 1110 Agreement, (c) any deposits and
      reserves held or maintained pursuant to such agreement or (d) property
      referred to in the previous clauses that the Borrower or any of the Guarantors
      elects to return to the party providing financing therefor in exchange for
      a
      discharge of the related indebtedness; provided,
      that
      Section 1110 Assets shall not include any Proceeds of such property (but only
      to
      the extent that the Credit Parties are entitled to such Proceeds).

     

    
      
        
        

      

      
        A-42

        
          

        

      

      
        
        

      

       

    

    “Secured
      Obligations”
means,
      in the case of Borrower, the Obligations and, in the case of any other Credit
      Party, the obligations of such Credit Party under the Guaranties and the other
      Loan Documents to which it is a party.

     

    “Secured
      Parties”
means
      the Lenders, the Administrative Agent, any L/C Issuer and any other holder
      of
      any Secured Obligation. 

     

    “Security”
means
      any Stock, voting trust certificate, bond, debenture, note or other evidence
      of
      Indebtedness, whether secured, unsecured, convertible or subordinated, or any
      certificate of interest, share or participation in, any temporary or interim
      certificate for the purchase or acquisition of, or any right to subscribe to,
      purchase or acquire, any of the foregoing, but shall not include any evidence
      of
      the Obligations.

     

    “Settlement
      Date”
has
      the
      meaning ascribed to it in Section
      11.9(a).

     

    “SGR
      Cash Collateral Account”
means
      a
      cash collateral account maintained at a bank or financial institution acceptable
      to the Administrative Agent, subject to a Blocked Account Agreement,
      into
      which cash or Cash Equivalents are deposited pursuant to Section
      8.1(m).

     

    “SGR
      Security Agreement”
means
      the Slot, Gate and Route Security and Pledge Agreement from Borrower in favor
      of
      the Administrative Agent for the benefit of the Secured Parties substantially
      in
      the form of Exhibit
      E
      hereto,
      as amended, modified or supplemented from time to time.

     

    “Skymiles
      Agent”
      has
      the
      meaning ascribed to it in the Skymiles Intercreditor Agreement.

     

    “Skymiles
      Collateral”
      has
      the
      meaning ascribed to it in the Skymiles Intercreditor Agreement.

     

    “Skymiles
      Collateral Documents” has
      the
      meaning ascribed to it in the Skymiles Intercreditor Agreement.

     

    “Skymiles
      Intercreditor Agreement”
means
      the Intercreditor Agreement of
      even
      date herewith entered into by and among Amex and the Administrative Agent in
      form and substance satisfactory to the Arrangers.

     

    “Slots”
has
      the
      meaning ascribed to it in the SGR Security Agreement.

     

    “Slot
      Utilization”
means,
      with respect to any Slot, (a) a Slot which is used for a take-off or landing
      operation; (b) if, by regulation or other regulatory notice, the FAA considers
      such Slot as “used”
for
      purposes of the Slot Utilization Regulations, regardless whether or not such
      Slot was, in fact, used (e.g.,
      holidays, labor actions); (c) if, by waiver, the FAA considers such Slot as
      “used”
for
      purposes of the Slot Utilization Regulations; or (d) if the FAA otherwise waives
      the utilization requirement of the Slot Utilization Regulations.

     

    “Slot
      Utilization Regulations”
has
      the
      meaning ascribed to it in Section
      5.14(a).

     

    
      
        
        

      

      
        A-43

        
          

        

      

      
        
        

      

       

    

    “Software”
shall
      mean computer programs whether in source code or object code form, together
      with
      all related documentation. 

     

    “Spare
      Parts”
means
      all of the Spare Parts as defined in the Spare Parts Mortgage.

     

    “Spare
      Parts Mortgage”
means
      the Spare Parts Security Agreement substantially in the form of Exhibit
      F
      entered
      into by and among the Administrative Agent for the benefit of the Secured
      Parties and each Credit Party that is a signatory thereto, in each case, as
      amended, modified or supplemented from time to time.

     

    “SPC”
has
      the
      meaning ascribed to it in Section
      11.1(e).

     

    “SPV”
means
      any special purpose funding vehicle identified as such in a writing by any
      Lender to the Administrative Agent. 

     

    “Stock”
means
      all shares, options, warrants, general or limited partnership interests,
      membership interests or other equivalents (regardless of how designated) of
      or
      in a corporation, partnership, limited liability company or equivalent entity
      whether voting or nonvoting, including common stock, preferred stock or any
      other “equity
      security”
(as
      such term is defined in Rule 3a11-1 of the General Rules and Regulations
      promulgated by the Securities and Exchange Commission under the Securities
      Exchange Act of 1934).

     

    “Stockholder”
means,
      with respect to any Person, each holder of Stock of such Person.

     

    “Subsidiary”
means,
      with respect to any Person, (a) any domestic corporation of which an aggregate
      of more than 50% of the outstanding Stock having ordinary voting power to elect
      a majority of the board of directors of such corporation (irrespective of
      whether, at the time, Stock of any other class or classes of such corporation
      shall have or might have voting power by reason of the happening of any
      contingency) is at the time, directly or indirectly, owned legally or
      beneficially by such Person or one or more Subsidiaries of such Person, or
      with
      respect to which any such Person has the right to vote or designate the vote
      of
      more than 50% of such Stock whether by proxy, agreement, operation of law or
      otherwise, and (b) any domestic partnership or limited liability company in
      which such Person and/or one or more Subsidiaries of such Person shall have
      an
      interest (whether in the form of voting or participation in profits or capital
      contribution) of more than 50% or of which any such Person is a general partner
      or may exercise the powers of a general partner. Unless the context otherwise
      requires, each reference to a Subsidiary shall be a reference to a Subsidiary
      of
      Borrower.

     

    “Supermajority
      Term A Lenders”
means
      Lenders having (a) 66-2/3% or more of the Term A Commitments of all
      Lenders, or (b) if the Term A Commitments have been terminated, 66-2/3% or
      more
      of the aggregate outstanding amount of the Term Loan A.

     

    “Super-Priority
      Claim”
shall
      mean a claim against any Credit Party in any of the Cases which is an
      administrative expense claim having priority over any or all administrative
      expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy
      Code.

     

    
      
        
        

      

      
        A-44

        
          

        

      

      
        
        

      

       

    

    “Supporting
      Route Facilities”
has
      the
      meaning ascribed to it in the SGR Security Agreement.

     

    “Taxes”
means
      taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities
      with respect thereto, excluding taxes imposed on or measured by the net income
      of the Administrative Agent or a Lender by the jurisdictions under the laws
      of
      which the Administrative Agent and Lenders are organized or conduct business
      or
      any political subdivision thereof.

     

    “Technology”
means,
      collectively, all designs, formulas, algorithms, procedures, methods,
      techniques, ideas, know-how, programs, subroutines, tools, inventions,
      creations, improvements, works of authorship, Software, other similar materials,
      and all recordings, graphs, drawings, reports, analyses, other writings, and
      any
      other embodiment of the above, in any form whether or not specifically listed
      herein, and all related technology, that are used in, incorporated in, embodied
      in or displayed by any of the foregoing, or used or useful in the design,
      development, reproduction, maintenance or modification of any of the
      foregoing.

     

    “Technology
      Equipment”
means
      technology assets including mainframe computers, servers, general computer
      equipment, printers, monitors, hard drives, memory, storage devices and call
      centers/ACD systems but excluding Flight Simulators, as more fully described
      in
      the appraisal with respect thereto prepared as of July 14, 2004 by American
      Appraisal Associates.

     

    “Term
      A
      Borrowing Base”
means,
      as of any date of determination by the Administrative Agent, from time to time,
      an amount equal to the sum at such time of:

     

    
      	 	
              (a)

            	
              up
                to 80% of
                the book value of the Credit Parties’ Eligible Accounts as of the date set
                forth in the most recently delivered Borrowing Base Certificate;
                plus

            


    

     

    
      	 	
              (b)

            	
              up
                to 50% of the book value of the Credit Parties’ Eligible Unbilled Accounts
                as of the date set forth in the most recently delivered Borrowing
                Base
                Certificate; plus

            


    

     

    
      	 	
              (c)

            	
              the
                lesser of 50% of the book value of the Credit Parties’ Eligible Refundable
                Ticket Accounts as of the date set forth in the most recently delivered
                Borrowing Base Certificate and $30,000,000; plus

            


    

     

    
      	 	
              (d)

            	
              the
                lesser of 50% of the Fair Market Value of Eligible Real Estate and
                $100,000,000, plus

            


    

     

    
      	 	
              (e)

            	
              the
                lesser of 50% of the Net Orderly Liquidation Value of Eligible Aircraft
                (other than the Aircraft described in clause
                (f)
                below) and $250,000,000, plus

            


    

     

    
      	 	
              (f)

            	
              the
                lesser of 30% of the Net Orderly Liquidation Value of Eligible Aircraft
                consisting of Comair CRJ-100ERs aircraft and $13,500,000; plus

            


    

     

    
      
        
        

      

      
        A-45

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              the
                lesser of 40% of the half life Net Orderly Liquidation Value of Eligible
                Engines consisting of the Comair CF34-3A1 engines and CF34-3B1 engines
                and
                $13,500,000; plus

            


    

     

    
      	 	
              (h)

            	
              the
                lesser of 65% of the half life Net Orderly Liquidation Value of Eligible
                Engines consisting of the Comair CF34-8C1 engines and $5,100,000;
                plus

            


    

     

    
      	 	
              (i)

            	
              the
                lesser of 50% of the Net Orderly Liquidation Value of Eligible Flight
                Simulators and $25,000,000, plus

            


    

     

    
      	 	
              (j)

            	
              the
                lesser of 25% of the Net Orderly Liquidation Value of Eligible Spare
                Parts
                and $7,000,000, plus

            


    

     

    
      	 	
              (k)

            	
              the
                lesser of 25% of the Net Orderly Liquidation Value of Eligible Ground
                Service Equipment and $25,000,000, plus

            


    

     

    
      	 	
              (l)

            	
              the
                lesser of 25% of the Net Orderly Liquidation Value of Eligible Tooling
                (excluding Technology Equipment) and $25,000,000, plus

            


    

     

    
      	 	
              (m)

            	
              the
                aggregate amount held in the Cash Collateral Account and the LC Cash
                Collateral Account minus
                100% of the aggregate face amount of all outstanding Letters of
                Credit,

            


    

     

    in
      each
      case, less
      any
      Reserves established by the Administrative Agent at such time and provided,
      that
      the availability from the sum of clauses
      (a),
      (b)
      and
(c)
      above
      shall not exceed $400,000,000 at any time.

     

    “Term
      A
      Commitment”
means
      (a) as to any Lender with a Term A Commitment, the commitment of such Lender
      to
      make its Pro Rata Share of the Term Loan A as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender,
      and (b) as to all Lenders with a Term A Commitment, the aggregate commitment
      of
      all Lenders to make the Term Loan A, which aggregate commitment shall be Six
      Hundred Million Dollars ($600,000,000) on the Effective Date. After advancing
      the Term Loan A, each reference to a Lender’s Term A Commitment shall refer to
      that Lender’s Pro Rata Share of the outstanding Term Loan A.

     

    “Term
      A
      Lenders”
means,
      as of the date of determination, those Lenders having Term A
      Commitments.

     

    “Term
      A
      Termination Date”
means
      the date on which (a) the Term Loan A has been repaid in full, (b) all other
      monetary Obligations (other than Excluded Obligations) arising under the Term
      Loan A pursuant to the Agreement and the other Loan Documents have been
      completely discharged, and (c) the Term A Commitment shall have expired or
      irrevocably been terminated under the Agreement.

     

    “Term
      B
      Commitment”
means
      (a) as to any Lender with a Term B Commitment, the commitment of such Lender
      to
      make its Pro Rata Share of the Term Loan B as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender,
      and (b) as to all Lenders with a Term B Commitment, the aggregate commitment
      of
      all Lenders to make the Term Loan B, which aggregate commitment shall be Seven
      Hundred Million Dollars ($700,000,000) on the Effective Date. After advancing
      the aggregate amount of the Term B Commitment, each reference to a Lender’s Term
      B Commitment shall refer to that Lender’s Pro Rata Share of the outstanding Term
      Loan B.

     

    
      
        
        

      

      
        A-46

        
          

        

      

      
        
        

      

       

    

    “Term
      B
      Lenders”
means,
      as of the date of determination, those Lenders having Term B
      Commitments.

     

    “Term
      B
      Termination Date”
means
      the date on which (a) the Term Loan B has been repaid in full, (b) all other
      monetary Obligations (other than Excluded Obligations) arising under the Term
      Loan B pursuant to the Agreement and the other Loan Documents have been
      completely discharged, and (c) the Term B Commitment shall have expired or
      irrevocably been terminated under the Agreement.

     

    “Term
      C
      Commitment”
means
      (a) as to any Lender with a Term C Commitment, the commitment of such Lender
      to
      make its Pro Rata Share of the Term Loan C as set forth on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender,
      and (b) as to all Lenders with a Term C Commitment, the aggregate commitment
      of
      all Lenders to make the Term Loan C, which aggregate commitment shall be Six
      Hundred Million Dollars ($600,000,000) on the Effective Date. After advancing
      the aggregate amount of the Term C Commitment, each reference to a Lender’s Term
      C Commitment shall refer to that Lender’s Pro Rata Share of the outstanding Term
      Loan C.

     

    “Term
      C
      Lenders”
means,
      as of the date of determination, those Lenders having Term C
      Commitments.

     

    “Term
      C
      Termination Date”
means
      the date on which (a) the Term Loan C has been repaid in full, (b) all other
      monetary Obligations (other than Excluded Obligations) arising under the Term
      Loan C pursuant to the Agreement and the other Loan Documents have been
      completely discharged, and (c) the Term C Commitment shall have expired or
      irrevocably been terminated under the Agreement.

     

    “Term
      Loan”
means
      the collective reference to the Term Loan A, the Term Loan B and the Term Loan
      C.

     

    “Term
      Loan A”
has
      the
      meaning assigned to it in Section
      1.1(a).

     

    “Term
      Loan B”
has
      the
      meaning assigned to it in Section
      1.1(b).

     

    “Term
      Loan C”
has
      the
      meaning assigned to it in Section
      1.1(c).

     

    “Term
      Loan Commitment”
means
      each of the Term A Commitments, the Term B Commitments and the Term C
      Commitments.

     

    “Termination
      Date”
means
      the date on which (a) the Loans have been repaid in full, (b) all
      other monetary Obligations (other than Letter of Credit Obligations and Excluded
      Obligations) pursuant to the Agreement and the other Loan Documents have been
      completely discharged, (c) all Letter of Credit Obligations have been cash
      collateralized (after repayment in full of any amounts of the Term Loan A that
      may theretofore have been used as L/C Cash Collateral), cancelled or backed
      by
      standby letters of credit in accordance with this Agreement (including
Annex
      B),
      and
      (d) Borrower shall not have any further right to borrow any monies under
      the Agreement.

     

    
      
        
        

      

      
        A-47

        
          

        

      

      
        
        

      

       

    

    “Title
      49”
means
      Title 49 of the United States Code, which, among other things, recodified and
      replaced the Aviation Act of 1958, as amended, and the regulations promulgated
      pursuant thereto or any subsequent legislation that amends, supplements, or
      supersedes such provisions.

     

    “Title
      IV Plan”
means
      a
      Pension Plan (other than a Multiemployer Plan), that is covered by Title IV
      of
      ERISA, and that any Credit Party or ERISA Affiliate maintains, contributes
      to or
      has an obligation to contribute to on behalf of participants who are or were
      employed by any of them.

     

    “Tooling”
means
      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).

     

    “Trademark
      Security Agreements”
means
      the Trademark Security Agreements made in favor of Administrative Agent
      for the
      benefit of the Secured Parties by each applicable Credit Party substantially
      in
      the form of Exhibit
      G.

     

    “Trademark
      License”
means
      rights under any written agreement now owned or hereafter acquired by any Credit
      Party granting any right to use any Trademark.

     

    “Trademarks”
means
      all of the following now owned or hereafter adopted or acquired by any Credit
      Party: (a) all trademarks, trade names, corporate names, business names, trade
      styles, service marks, logos, other source or business identifiers, prints
      and
      labels on which any of the foregoing have appeared or appear, designs and
      general intangibles of like nature (whether registered or unregistered), all
      registrations and recordings thereof, and all applications in connection
      therewith, including registrations, recordings and applications in the United
      States Patent and Trademark Office or in any similar office or agency of the
      United States, any state or territory thereof, or any other country or any
      political subdivision thereof; (b) all reissues, extensions or renewals thereof;
      and (c) all goodwill associated with or symbolized by any of the
      foregoing.

     

    “Two-Month
      FAA Reporting Period”
means
      the period for which air carriers provide slot utilization reports to the FAA
      pursuant to 14 C.F.R. § 93.227(i).

     

    “Unfunded
      Pension Liability”
means,
      at any time, the aggregate amount, if any, of the sum of (a) the amount by
      which
      the present value of all accrued benefits under each Title IV Plan exceeds
      the
      fair market value of all assets of such Title IV Plan allocable to such benefits
      in accordance with Title IV of ERISA, all determined as of the most recent
      valuation date for each such Title IV Plan using the actuarial assumptions
      for
      funding purposes in effect under such Title IV Plan, and (b) for a period of
      five (5) years following a transaction which might reasonably be expected to
      be
      covered by Section 4069 of ERISA, the liabilities (whether or not accrued)
      that
      could be avoided by any Credit Party or any ERISA Affiliate as a result of
      such
      transaction.

     

    
      
        
        

      

      
        A-48

        
          

        

      

      
        
        

      

       

    

    “Uniform
      Commercial Code jurisdiction”
means
      any jurisdiction that has adopted all or substantially all of Article 9 as
      contained in the 2000 Official Text of the Uniform Commercial Code, as
      recommended by the National Conference of Commissioners on Uniform State Laws
      and the American Law Institute, together with any subsequent amendments or
      modifications to the Official Text.

     

    “U.S.
      Bank”
means
      U.S. Bank Trust National Association as trustee under certain of the GECAS
      Facilities.

     

    “Vehicles”
means
      all vehicles covered by a certificate of title law of any state.

     

    Rules
      of
      construction with respect to accounting terms used in the Agreement or the
      other
      Loan Documents shall be as set forth in Annex
      G.
      All
      other undefined terms contained in any of the Loan Documents shall, unless
      the
      context indicates otherwise, have the meanings provided for by the Code to
      the
      extent the same are used or defined therein; in the event that any term is
      defined differently in different Articles or Divisions of the Code, the
      definition contained in Article or Division 9 shall control. Unless otherwise
      specified, references in the Agreement or any of the Appendices to a Section,
      subsection or clause refer to such Section, subsection or clause as contained
      in
      the Agreement. The words “herein,”
      “hereof”
and
      “hereunder”
and
      other words of similar import refer to the Agreement as a whole, including
      all
      Annexes, Exhibits and Schedules, as the same may from time to time be amended,
      restated, modified or supplemented, and not to any particular section,
      subsection or clause contained in the Agreement or any such Annex, Exhibit
      or
      Schedule.

     

    Wherever
      from the context it appears appropriate, each term stated in either the singular
      or plural shall include the singular and the plural, and pronouns stated in
      the
      masculine, feminine or neuter gender shall include the masculine, feminine
      and
      neuter genders. The words “including”,
      “includes”
and
      “include”
shall
      be deemed to be followed by the words “without
      limitation”;
      the
      word “or”
is
      not
      exclusive; references to Persons include their respective successors and assigns
      (to the extent and only to the extent permitted by the Loan Documents) or,
      in
      the case of governmental Persons, Persons succeeding to the relevant functions
      of such Persons; and all references to statutes and related regulations shall
      include any amendments of the same and any successor statutes and regulations.
      Whenever any provision in any Loan Document refers to the knowledge (or an
      analogous phrase) of any Credit Party, such words are intended to signify that
      such Credit Party has actual knowledge or awareness of a particular fact or
      circumstance or that such Credit Party, if it had exercised reasonable
      diligence, would have known or been aware of such fact or
      circumstance.

     

    
      
        
        

      

      
        A-49

        
          

        

      

      
        
        

      

    

     

    ANNEX
      B
      (Section
      1.1(a)(iv))

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    ANNEX
      C (Section
      5.19)

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

    


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    ANNEX
      D (Section
      2.2(c))

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    ANNEX
      E (Section
      4.1(a))

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    


    ANNEX
      F
      (Section
      4.1(b))

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    ANNEX
      G
      (Section
      6.10)

    to

    CREDIT
      AGREEMENT

     

    FINANCIAL
      COVENANTS

     

    Borrower
      shall not breach or fail to comply with any of the following financial
      covenants, each of which shall be calculated in accordance with GAAP
      consistently applied:

     

    (a)   Maximum
      Net Capital Expenditures.
      Borrower and its Subsidiaries on a consolidated basis shall not make Net Capital
      Expenditures during the any Fiscal Quarter that exceed in the aggregate the
      amounts set forth opposite each such Fiscal Quarter below:

     

    
      
        	
                Fiscal
                  Quarter

              	 	
                Net
                  Capital Expenditures

              
	 	 	
                (in
                  millions) 

              
	
                October
                  - December 

              	2005	 	
                145

              
	
                January
                  - March 

              	2006	 	
                131

              
	
                April
                  - June  

              	2006	 	
                138

              
	
                July
                  - September 

              	2006	 	
                108

              
	
                October
                  - December 

              	2006	 	
                121

              
	
                January
                  - March 

              	2007	 	
                152

              
	
                April
                  - June 

              	2007	 	
                132

              
	
                July
                  - September 

              	2007	 	
                108

              
	
                October
                  - December  

              	2007	 	
                106

              
	
                January
                  - March 

              	2008	 	
                106

              


      

    

     

    ;
      provided,
      however,
      that
      the amount of Net Capital Expenditures referenced above will be increased in
      any
      period by the positive amount (if any), equal to the difference obtained by
      taking the Net Capital Expenditures limits specified above for all prior periods
      minus
      the
      actual amount of any Net Capital Expenditures expended during all such prior
      periods (the “Carry
      Over Amount”).

     

    (b)   Minimum
      EBITDAR.
      At the
      end of each Fiscal Month set forth below, the amount equal to the sum of (i)
      EBITDAR for the 12-month period then ended of Borrower and its Subsidiaries
      on a
      consolidated basis plus
      (ii) the
      lesser of (A) 100% of the Excess Aggregate Cash On Hand as of such date and
      (B)
      $250,000,000 shall not be less than the amount set forth below opposite such
      Fiscal Month (the “Required
      EBITDAR”).
      

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

       

    

    
      
        	
                Fiscal
                  Month

              	 	
                EBITDAR

              
	 	 	
                (in
                  millions) 

              
	
                October  

              	2005	 	
                571

              
	
                November  

              	2005	 	
                628

              
	
                December  

              	2005	 	
                644

              
	
                January  

              	2006	 	
                672

              
	
                February  

              	2006	 	
                681

              
	
                March  

              	2006	 	
                704

              
	
                April  

              	2006	 	
                745

              
	
                May  

              	2006	 	
                779

              
	
                June  

              	2006	 	
                830

              
	
                July  

              	2006	 	
                907

              
	
                August  

              	2006	 	
                1,015

              
	
                September  

              	2006	 	
                1,104

              
	
                October  

              	2006	 	
                1,210

              
	
                November  

              	2006	 	
                1,290

              
	
                December  

              	2006	 	
                1,372

              
	
                January
                  

              	2007	 	
                1,560

              
	
                February  

              	2007	 	
                1,625

              
	
                March  

              	2007	 	
                1,691

              
	
                April  

              	2007	 	
                1,731

              
	
                May  

              	2007	 	
                1,769

              
	
                June  

              	2007	 	
                1,806

              
	
                July  

              	2007	 	
                1,843

              
	
                August  

              	2007	 	
                1,875

              
	
                September  

              	2007	 	
                1,903

              
	
                October  

              	2007	 	
                1,935

              
	
                November 

              	2007	 	
                1,963

              
	
                December 

              	2007	 	
                1,988

              
	
                January 

              	2008	 	
                2,000

              
	
                February 

              	2008	 	
                2,000

              
	
                March 

              	2008	 	
                2,000

              


      

    

    


     

    (c)   Aggregate
      Cash On Hand.
      The
      Delta Companies shall maintain Aggregate Cash On Hand of at least:

     

    (i)     at
      all times
      from the Closing Date through May 31, 2006, $750,000,000;

     

    (ii)    at
      all times from
      June 1, 2006 through November 30, 2006, $1,000,000,000; 

     

    (iii)   at
      all
      times from December 1, 2006 through February 28, 2007, $750,000,000;
      and

     

    (iv)   at
      all
      times thereafter until the Termination Date, $1,000,000,000.

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

       

    

    If
      on any
      date of determination of Aggregate Cash On Hand, any Delta Company has
      contractually agreed (i) to post cash collateral for the benefit of any third
      party or (ii) that payments otherwise owing to it by a third party shall be
      subject to a holdback, in each case in an amount exceeding $125,000,000, such
      amount shall not be included in any calculation of Aggregate Cash On Hand on
      such date of determination to the extent such obligation to post cash collateral
      or such holdback will become effective within ninety (90) days of such date
      of
      determination; provided,
      that in
      no event shall any determination of Aggregate Cash On Hand exclude the amount
      of
      cash collateral or any holdback to be provided (x) in connection with any
      aircraft or equipment financing or lease or (y) pursuant to any other agreement
      with GE Capital or any of its affiliates until, in each case, actually so
      provided.

     

    Unless
      otherwise specifically provided herein, any accounting term used in the
      Agreement shall have the meaning customarily given such term in accordance
      with
      GAAP, and all financial computations hereunder shall be computed in accordance
      with GAAP consistently applied. That certain items or computations are
      explicitly modified by the phrase “in
      accordance with GAAP”
shall
      in no way be construed to limit the foregoing. If any “Accounting
      Changes”
(as
      defined below) occur and such changes result in a change in the calculation
      of
      the financial covenants, standards or terms used in the Agreement or any other
      Loan Document, then Borrower, Administrative Agent and Lenders agree to enter
      into negotiations in order to amend such provisions of the Agreement so as
      to
      equitably reflect such Accounting Changes with the desired result that the
      criteria for evaluating Borrower’s and its Subsidiaries’ financial condition
      shall be the same after such Accounting Changes as if such Accounting Changes
      had not been made; provided,
      however, that the agreement of Requisite Lenders to any required amendments
      of
      such provisions shall be sufficient to bind all Lenders. “Accounting
      Changes”
means
      (i) changes in accounting principles required by the promulgation of any rule,
      regulation, pronouncement or opinion by the Financial Accounting Standards
      Board
      of the American Institute of Certified Public Accountants (or successor thereto
      or any agency with similar functions), (ii) changes in accounting principles
      concurred in by Borrower’s certified public accountants; (iii) purchase
      accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application
      of the accounting principles set forth in FASB 109, including the establishment
      of reserves pursuant thereto and any subsequent reversal (in whole or in part)
      of such reserves; and (iv) the reversal of any reserves established as a
      result of purchase accounting adjustments. All such adjustments resulting from
      expenditures made subsequent to the Closing Date (including capitalization
      of
      costs and expenses or payment of pre-Closing Date liabilities) shall be treated
      as expenses in the period the expenditures are made and deducted as part of
      the
      calculation of EBITDAR in such period. If Administrative Agent, Borrower and
      Requisite Lenders agree upon the required amendments, then after appropriate
      amendments have been executed and the underlying Accounting Change with respect
      thereto has been implemented, any reference to GAAP contained in the Agreement
      or in any other Loan Document shall, only to the extent of such Accounting
      Change, refer to GAAP, consistently applied after giving effect to the
      implementation of such Accounting Change. If Administrative Agent, Borrower
      and
      Requisite Lenders cannot agree upon the required amendments within thirty (30)
      days following the date of implementation of any Accounting Change, then all
      Financial Statements delivered and all calculations of financial covenants
      and
      other standards and terms in accordance with the Agreement and the other Loan
      Documents shall be prepared, delivered and made without regard to the underlying
      Accounting Change. For purposes of Section
      8.1,
      a
      breach of a Financial Covenant contained in this Annex
      G
      shall be
      deemed to have occurred as of any date of determination by Administrative Agent
      or as of the last day of any specified measurement period, regardless of when
      the Financial Statements reflecting such breach are delivered to Administrative
      Agent.

     

    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    


    ANNEX
      H (Section
      1.1(d))

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    ANNEX
      I (Section
      13.10)

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    ANNEX
      J (from
      Annex A - Commitments definition)

    to

    CREDIT
      AGREEMENT

     

    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

       

    

    ANNEX
      K (from Annex A - Permitted Investments definition)

    to

    CREDIT
      AGREEMENT

    


    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    ANNEX
      L (from Annex B - Paragraph (b)(iii))

    


    [Intentionally
      Omitted]

     

    
      
        
        

      

      
        K-2