Unassociated Document


     

      
        

      

    

     

    Exhibit
      10.5(b)


    AMENDMENT
      NO. 1 

    TO
      AMENDED AND RESTATED SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT
      AGREEMENT

     

    Amendment
      No. 1
      (this
“Amendment”),
      dated
      as of August
      31, 2006, to the Amended
      and Restated Secured Super-Priority Debtor In Possession Credit
      Agreement,
      dated
      as of March 27, 2006 (as amended, supplemented, restated or otherwise modified
      from time to time, the “Credit
      Agreement”),
      among
Delta
      Air
      Lines, Inc., as
      a
      debtor and debtor in possession (“Borrower”),
      the
      other Credit Parties signatory thereto, each as a debtor and debtor in
      possession, the Lenders party thereto from time to time and General
      Electric Capital Corporation,
      as
      agent for the Lenders and the Secured Parties (in such capacity, together with
      its successors in such capacity, the “Administrative
      Agent”).
      Unless otherwise specified herein, all capitalized terms used in this Amendment
      shall have the meanings ascribed to such terms in the Credit
      Agreement.

     

    W
      I T N E
      S S E T H:

     

    Whereas,
      Borrower has requested certain amendments to the Credit Agreement as herein
      set
      forth; and

     

    Whereas,
      Borrower, the Administrative Agent and the Lenders signatory to an
      Acknowledgement and Consent (as defined below) have agreed to amend the Credit
      Agreement on the terms and subject to the conditions herein provided;
      and

     

    Now,
      Therefore, in
      consideration of the premises and the covenants and obligations contained herein
      the parties hereto agree as follows:

     

    Section 1. Amendments
      to the Credit Agreement

     

    As
      of the Effective Date (as defined below), the Credit Agreement is hereby amended
      as follows:

     

    (a)    by
      inserting the following proviso at the end of clause (c)(i) of Section
      1.2 (Prepayments):

     

    “provided,
      however,
      that
      solely for the purpose of this clause (i) and solely to the extent that an
      appraisal of the Replacement Borrowing Base Assets has not been performed prior
      to the Prepayment Date, the value of such Replacement Borrowing Base Assets
      set
      forth in the Borrowing Base Certificate may be the Borrower’s good faith
      estimate of the value of such Replacement Borrowing Base Assets, which shall
      be
      evidenced in a manner reasonably satisfactory to the Administrative
      Agent.”

     

    (b)    by
      inserting “, as of the Closing Date,” between “identifies” and “those” in the
      second sentence of Section
      3.17 (Insurance).

     

    (c)    by
      deleting paragraph (l) of Section
      6.2 (Investments, Loans and Advances)
      in its
      entirety and inserting in lieu thereof the following: 

     

     


    
      
        
        

      

      
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    “(l)    Borrower
      may
      make Investments in the form of advances under a revolving loan facility in
      an
      aggregate principal amount not to exceed $25,000,000 outstanding at any time,
      to
      the
      Borrower’s Plans or any similar benefit plans of the Borrower (together, the
“Benefits
      Plan”)
      for the payment of ordinary operating expenses of the Benefits Plans (including
      the payment of benefits in accordance with the terms of the Benefits Plans
      and
      periodic premiums under insurance or annuity contracts) or for purposes
      incidental to the ordinary operation of the Benefits Plans;”

     

    (d)    by
      deleting paragraph (a)(iii) of Section
      6.3 (Indebtedness)
      in its
      entirety and inserting in lieu thereof the following:

     

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

     

    (e)    by
      deleting the word “and” at the end of paragraph (a)(xix) of Section
      6.3 (Indebtedness),
      replacing the period at the end of clause (a)(xx) of Section
      6.3
      with “;
      and” and inserting after paragraph (a)(xx) of Section
      6.3
      the
      following new paragraph (a)(xxi):

     

    “(xxi)
      in the event that the transactions underlying the Jet Fuel Inventory Supply
      Agreement are recharacterized as Indebtedness owed by the Borrower, such
      Indebtedness.”

     

    (f)    by
      deleting the word “and” at the end of paragraph (r) of Section
      6.7 (Liens),
      replacing the period at the end of paragraph (s) of Section
      6.7
      with “;
      and”, and inserting after paragraph (s) of Section
      6.7
      the
      following new paragraph (t):

     

    “(t)
      the Lien of J. Aron on the Jet Fuel Assets, in the event that the transactions
      underlying the Jet Fuel Inventory Supply Agreement are recharacterized as
      Indebtedness owed by Borrower.”

     

    (g)    by
      deleting the word “and” at the end of paragraph (r)
      of Section
      6.8 (Sale of Stock and Assets),
      replacing the period at the end of paragraph (s) of Section
      6.8
      with “;
      and”, and inserting after paragraph (s) of Section
      6.8
      the
      following new paragraph (t):

     

    “(t)
      the sale, assignment and/or other transfer of the Jet Fuel Assets to J. Aron,
      in
      each case pursuant to the Jet Fuel Inventory Supply Agreement.”

     

    (h)    by
      inserting the following at the end of Section 6.17 (No Speculative
      Transactions):

     

    “and
      except for the transactions underlying the Jet Fuel Inventory Supply
      Agreement.”

     

    (i)    by
      inserting the following proviso at the end of clause (q)(iii) of Section
      8.1 (Events of Default):

     

    “and,
      provided,
      further,
      that, if the transactions underlying the Jet Fuel Inventory Supply Agreement
      are
      recharacterized as Indebtedness owed by Borrower, any action by J. Aron, as
      secured party, to foreclose or obtain a lien on the Jet Fuel Assets, or the
      filing of a motion seeking, or entry by the Bankruptcy Court of, an Order
      authorizing such foreclosure or lien shall not constitute an Event of Default
      under this clause (iii),”

     


    
      
        
        

      

      
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    (j)    by
      inserting the following definitions in Annex
      A to Credit Agreement (Definitions)
      in the
      appropriate place to preserve the alphabetical order of the definitions in
      such
      annex:

     

    “Amendment
      No. 1 Effective Date”
has
      the
      meaning ascribed to the term “Effective Date” in Amendment No. 1 to Amended and
      Restated Secured Super-Priority Debtor In Possession Credit Agreement dated
      as
      of August 31, 2006.

     

    “Benefits
      Plans”
has
      the
      meaning ascribed to such term in Section 6.2(l). 

     

    “Comair”
      means Comair Holdings, LLC, a Delaware limited liability company, and its
      Subsidiaries.

     

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

    


    “J.
      Aron”
      means J. Aron & Company, a New York general partnership.

     

    “Jet
      Fuel Assets”
      means (i) the existing jet fuel inventory of Borrower’s or its Subsidiaries’, or
      any Connection Carrier’s or SkyTeam Partner’s, operations in or pipelines in
      transit to Atlanta, Cincinnati and New York that is to be sold to J. Aron
      pursuant to the Jet Fuel Inventory Supply Agreement, or other jet fuel subject
      to the Jet Fuel Inventory Supply Agreement, (ii) Borrower’s
      or its Subsidiaries’ rights in certain existing supply and third-party sale
      agreements to be assigned or assumed by J. Aron pursuant to the Jet Fuel
      Inventory Supply Agreement, and (iii) Borrower’s
      or its Subsidiaries’ rights in certain existing infrastructure agreements to be
      transferred to J. Aron pursuant to the Jet Fuel Inventory Supply
      Agreement.

     

    “Jet
      Fuel Inventory Supply Agreement”
      means the Jet Fuel Inventory Supply Agreement among
      Borrower, J. Aron and Epsilon Trading, Inc., substantially in the form provided
      to the Administrative Agent prior to the Amendment
      No. 1 Effective
      Date with such modifications or amendments as the Administrative Agent may
      approve from time to time in its discretion, such approval not to be
      unreasonably withheld or delayed, pursuant to which J. Aron will purchase,
      assume and/or otherwise transfer the Jet Fuel Assets and supply jet fuel for
      Borrower's operations in Atlanta, Cincinnati and New York.

     

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

     

    (k)    by
      deleting the phrase “if it had been placed in service on or prior to October 22,
      1994” in each of the definitions of “Non-1110 Aviation Assets” and “Non-1110
      Agreements” in Annex
      A to Credit Agreement (Definitions)
      and
      replacing it with “, were it to have been first placed in service after October
      22, 1994 rather than prior thereto” in each such definition;

     

    (l)    by
      adding
      the following clause (ix) at the end of the definition of “Excluded Collateral”
in Annex
      A to Credit Agreement (Definitions):

     

    “
      and (ix) Jet Fuel Assets to the extent subject to the Lien referred to in
Section
      6.7(t)”.

     


    
      
        
        

      

      
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    (m)    by
      deleting “or (o)”
in
      clause (iv) of paragraph (a) of the definition of “Net Cash Proceeds” in
Annex
      A to Credit Agreement (Definitions)
      and
      inserting in lieu thereof the following:

     

    “,
      (o)
      or
(t)”

     

    (n)    by
      deleting Disclosure
      Schedule 3.7 (Labor Matters)
      in its
      entirety and inserting in lieu thereof Exhibit
      A
      hereto.

     

    (o)    by
      deleting Disclosure
      Schedule 3.12 (ERISA Plans)
      in its
      entirety and inserting in lieu thereof Exhibit
      B
      hereto.

     

    Section 2. Consent
      to Amendments of Post-Petition Skymiles Facility Documents.


     

      The
      Administrative Agent and the Lenders executing the Acknowledgement and Consent
      (as defined in Section 3(a)(ii) below), consent to and approve the terms of
      (i) Amendment No. 1 to the Second Amended and Restated Advanced Payment
      Supplement to the Co-Branded Credit Card Program Agreement dated as of the
      date
      hereof among American Express Travel Related Services Company, Inc.
      (“TRS”),
      American Express Bank, F.S.B., Borrower and DLMS and (ii) Amendment No. 1 to
      the
      Second Amended and Restated Advanced Payment Supplement to the Membership
      Rewards Agreement dated as of the date hereof among Borrower, DLMS and
      TRS.

     

    Section 3. Conditions
      Precedent to the Effectiveness of this Amendment. 

     

    This
      Amendment shall become effective as of the date (the “Effective
      Date”)
      on which each of the following conditions shall have been satisfied or duly
      waived:

     

    (a)    Certain
      Documents.
      The Administrative Agent shall have received each of the following, each in
      form
      and substance satisfactory to the Administrative Agent:

     

    (i) this
      Amendment, duly executed by each of the Credit Parties and the Administrative
      Agent;

     

    (ii) written
      consents to this Amendment (each an “Acknowledgement
      and Consent”),
      duly executed by Lenders (including General Electric Capital Corporation)
      constituting the percentage of applicable Lenders required under Section
      13.2 (Amendments and Waivers)
      of the Credit Agreement; and

     

    (iii) such
      additional documentation as the Administrative Agent may reasonably
      require.

     

    (b)    Payment
      of Fees and Expenses.
      The Administrative Agent shall have received all fees and expenses of the
      Administrative Agent and the Lenders due and payable as of the date hereof
      by
      Borrower pursuant to Section
      4
      below or the Loan Documents, including, without limitation, all costs, fees
      and
      expenses of the Administrative Agent and Lenders in connection with the
      preparation, execution and delivery of this Amendment, including the reasonable
      fees and out-of-pocket expenses of counsel for the Administrative Agent with
      respect thereto.

     

     


    
      
        
        

      

      
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    (c)    Representations
      and Warranties.
      Each of the representations and warranties contained in Section
      5
      below shall be true and correct in all respects.

     

    Section 4. Fees
      and Expenses. 

     

    As
      provided in Section
      13.3 (Fees and Expenses)
      of the Credit Agreement, Borrower agrees to reimburse the Administrative Agent
      for all reasonable fees, costs and expenses in connection with the preparation,
      execution and delivery of this Amendment.

     

    Section 5. Representations
      and Warranties.
      Each Credit Party hereby jointly and severally represents and warrants to the
      Administrative Agent and each Lender, with respect to all Credit Parties, as
      follows: 

     

    (a)    After
      giving effect to this Amendment, each of the representations and warranties
      in
      the Credit Agreement and in the other Loan Documents are true and correct in
      all
      material respects on and as of the date hereof as though made on and as of
      such
      date, except to the extent that any such representation or warranty expressly
      relates to an earlier date and except for changes therein expressly permitted
      by
      the Credit Agreement.

     

    (b)    The
      execution, delivery and performance by each Credit Party of this Amendment
      have
      been duly authorized by all requisite corporate, limited liability company
      or
      limited partnership action on the part of such Credit Party and will not violate
      any of the articles of incorporation or bylaws (or other constituent documents)
      of such Credit Party.

     

    (c)    This
      Amendment has been duly executed and delivered by each Credit Party, and each
      of
      this Amendment and the Credit Agreement as amended hereby constitutes the legal,
      valid and binding obligation of such Credit Party, enforceable against such
      Credit Party in accordance with their terms.

     

    (d)    After
      giving effect to this Amendment, no Default or Event of Default has occurred
      and
      is continuing as of the date hereof.

     

    Section 6. Reference
      to and Effect on Loan Documents.

     

    (a)    As
      of the Effective Date, each reference in the Credit Agreement to “this
      Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean
      and be a reference to the Credit Agreement as amended hereby and references
      in
      any other Loan Document to the “Credit Agreement,” “thereunder,” “thereof,”
“therein,” or words of like import shall mean and be a reference to the Credit
      Agreement as amended hereby.

     

    (b)    Except
      to the extent amended hereby, the Credit Agreement and all of the other Loan
      Documents shall remain in full force and effect and are hereby ratified and
      confirmed.

     

    (c)    The
      execution, delivery and effectiveness of this Amendment shall not operate as
      a
      waiver of any Default or Event of Default or any right, power, privilege or
      remedy of the Administrative Agent, any Lender or any L/C Issuer under the
      Credit Agreement or any Loan Document, or constitute a waiver of any provision
      of the Credit Agreement or any Loan Document, except as and to the extent
      expressly set forth herein.

     


    
      
        
        

      

      
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    (d)    The
      Credit Parties hereby confirm that the security interests and liens granted
      pursuant to the Loan Documents continue to secure the Obligations as set forth
      in the Loan Documents and that such security interests and liens remain in
      full
      force and effect.

     

    Section 7. Governing
      Law.
      This Amendment and the rights and obligations of the parties hereto shall be
      governed by, and construed and interpreted in accordance with, the law of the
      State of New York.

     

    Section 8. Headings.
      Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purposes.

     

    Section 9. Counterparts.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same instrument. Receipt by the Administrative Agents of a facsimile copy of
      an
      executed signature page hereof shall constitute receipt by the Administrative
      Agents of an executed counterpart of this Amendment.

     

    [SIGNATURE
      PAGES FOLLOW]

     

    


     


    
      
        
        

      

      
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    In
      Witness Whereof,
      the parties hereto have caused this Amendment to be executed by their respective
      officers, general partners or managing members thereunto duly authorized, 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

              


              


              By:
                /s/
                William R. Doolittle  

              Name:
                William R. Doolittle

              Title: Duly
                Authorized Signatory

              


              


              Other
                Credit Parties:

              


              ASA
                HOLDINGS, INC.

              


              


              By:
                /s/
                Paul A. Jacobson 

              Name:
                Paul
                A. Jacobson

              Title:
                President   

              


              


              COMAIR
                HOLDINGS, LLC

              


              


              By:
                /s/
                Mona Warwar

              Name:
                Mona
                Warwar

              Title:
                Assistant
                Treasurer


              


              COMAIR,
                INC.

              


              


              By:
                /s/
                Mona Warwar

              Name:
                Mona
                Warwar

              Title:
                Treasurer

            


    

     

    



    
      
        Amendment
          No. 1 to A&R Delta DIP Credit Agreement

        
        

      

      
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              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

              


              


              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
                Warwa 

              Title:
                Treasurer

              


              


              DELTA
                AIRELITE BUSINESS JETS, INC.

              


              


              By:
                /s/
                Mona Warwar

              Name:
                Mona
                Warwar

              Title:
                Assistant
                Treasurer

            


    

    
 

    
 

    



    
      
        Amendment
          No. 1 to A&R Delta DIP Credit Agreement

        
        

      

      
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          8
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                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   

                


                


                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

              


      

    

     

    



    
      
        Amendment
          No. 1 to A&R Delta DIP Credit Agreement

        
        

      

      
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              EPSILON
                TRADING, INC.

              


              


              By:
                /s/
                Edward M. Smith

              Name:
                Edward
                M. Smith

              Title:
                 Treasurer
                and Controller  

              


              


              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

            


    

     

    



    
      
        Amendment
          No. 1 to A&R Delta DIP Credit Agreement

        
        

      

      
        -
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