**Confidential Treatment Requested**TABLE OF CONTENTS       Page      ARTICLE I DEFINITIONS  1      Section 1.01 Certain Defined Terms  1 Section 1.02 Interpretation  21      ARTICLE II PURCHASE AND SALE OF THE DELTA TRANSFERRED ASSETS  22      Section 2.01 Purchase and Sale of the Delta Transferred Assets  22 Section 2.02 Excluded Delta Assets  22 Section 2.03 Assumed Delta Liabilities  23 Section 2.04 Excluded Delta Liabilities  23 Section 2.05 US Airways Purchase Price  25 Section 2.06 Consent of Third Parties  25 Section 2.07 Delta Credits and Prorations  26      ARTICLE III PURCHASE AND SALE OF THE US AIRWAYS TRANSFERRED ASSETS  30      Section 3.01 Purchase and Sale of the US Airways Transferred Assets  30 Section 3.02 Excluded US Airways Assets  31 Section 3.03 Assumed US Airways Liabilities  32 Section 3.04 Excluded US Airways Liabilities  32 Section 3.05 Delta Purchase Price  34 Section 3.06 Consent of Third Parties  34 Section 3.07 US Airways Credits and Prorations  35      ARTICLE IV CLOSING  40      Section 4.01 Closing  40 Section 4.02 Deliveries by Delta  40 Section 4.03 Deliveries by US Airways  42 Section 4.04 Contemporaneous Effectiveness  44      ARTICLE V REPRESENTATIONS AND WARRANTIES OF US AIRWAYS  44      Section 5.01 Organization, Standing and Power  44 Section 5.02 Authority; Execution and Delivery; Enforceability  45 Section 5.03 No Conflicts  45 Section 5.04 Consents  46 Section 5.05 Litigation  46 Section 5.06 Compliance with Applicable Laws  46 Section 5.07 Undisclosed Liabilities  46 Section 5.08 Title to Assets  47 
 
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**Confidential Treatment Requested**       Page  Section 5.09 Condition of Assets  47 Section 5.10 Assumed US Airways Contracts  47 Section 5.11 Slots  48 Section 5.12 Insurance  48 Section 5.13 Real Property  48 Section 5.14 Bonds  49 Section 5.15 Environmental Matters  49 Section 5.16 Taxes  51 Section 5.17 Brazilian Route Authorities  52 Section 5.18 Brokers or Finders  52      ARTICLE VI REPRESENTATIONS AND WARRANTIES OF DELTA  52      Section 6.01 Organization, Standing and Power  52 Section 6.02 Authority; Execution and Delivery; Enforceability  52 Section 6.03 No Conflicts  53 Section 6.04 Consents  53 Section 6.05 Litigation  53 Section 6.06 Compliance with Applicable Laws  54 Section 6.07 Undisclosed Liabilities  54 Section 6.08 Title to Assets  54 Section 6.09 Condition of Assets  55 Section 6.10 Assumed Delta Contracts  55 Section 6.11 DCA Slots  55 Section 6.12 ***** Slots/Frequencies  56 Section 6.13 Insurance  56 Section 6.14 Real Property  56 Section 6.15 Environmental Matters  57 Section 6.16 Taxes  59 Section 6.17 Delta Brazilian Route Authorities  59 Section 6.18 Brokers or Finders  59      ARTICLE VII OTHER COVENANTS AND AGREEMENTS  59      Section 7.01 Operation of the US Airways Transferred Assets Prior to Closing  59 Section 7.02 Operation of the Delta Transferred Assets Prior to Closing  61 Section 7.03 Slot Trades  63 Section 7.04 Delta Investigations  64 Section 7.05 US Airways Investigations  65 Section 7.06 Delta Trade Right  65 Section 7.07 Notification  66 Section 7.08 Required Actions  67 Section 7.09 Cooperation on DCA Gate Reallocation  70 Section 7.10 Fees and Expenses  70 Section 7.11 Publicity  71     ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**       Page  Section 7.12 Further Assurances  72 Section 7.13 Tax Cooperation  72 Section 7.14 Delta Purchase Right  72 Section 7.15 DCA Call Right  73 Section 7.16 Preservation of Books and Records  75 Section 7.17 Northwest DCA Slot Leases  75 Section 7.18 Bond Accounts  75 Section 7.19 Underground Storage Tanks  77 Section 7.20 US Airways Maintenance Obligations  77 Section 7.21 Delta Maintenance Obligations  77 Section 7.22 In-Line Screening System  78 Section 7.23 DISCLAIMER OF WARRANTY  78      ARTICLE VIII CONDITIONS PRECEDENT TO THE CLOSING  79      Section 8.01 Conditions to Each Party’s Obligation to Effect the Transaction  79 Section 8.02 Conditions to Obligations of Delta  80 Section 8.03 Conditions to Obligation of US Airways  82      ARTICLE IX SURVIVAL; INDEMNIFICATION  84      Section 9.01 Survival  84 Section 9.02 Indemnification by Delta  85 Section 9.03 Indemnification by US Airways  86 Section 9.04 Indemnification Procedures  87 Section 9.05 Set Off; Etc.  91 Section 9.06 Reserved  91 Section 9.07 Tax Effect  91 Section 9.08 Sole and Exclusive Remedy  92      ARTICLE X TERMINATION  92      Section 10.01 Prior to Closing Termination  92 Section 10.02 Effect of Termination  93      ARTICLE XI GENERAL PROVISIONS  95      Section 11.01 Amendment  95 Section 11.02 Extension; Waiver  95 Section 11.03 Notices  95 Section 11.04 Severability  97 Section 11.05 Counterparts  97 Section 11.06 Entire Agreement  97 Section 11.07 Governing Law; Jurisdiction  98 Section 11.08 Assignment  98 Section 11.09 Specific Enforcement  98     ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**       Page  Section 11.10 Waiver of Jury Trial  98 Section 11.11 Bulk Transfer  99      ARTICLE XII GUARANTY  99      Section 12.01 US Airways Parent Guaranty  99    Exhibits†  Exhibit A ReservedExhibit B ReservedExhibit C Form of Assignment and Assumption Agreement — Contract/Permit or OtherwiseExhibit D Form of Bill of SaleExhibit E DCA Slot LeaseExhibit F ReservedExhibit G Delta DCA SlotsExhibit H ReservedExhibit I Form of Delta Marine Air Terminal LicenseExhibit J LaGuardia Slot LeaseExhibit K LaGuardia SlotsExhibit L ReservedExhibit M Northwest DCA SlotsExhibit N ***** Slot LeaseExhibit O ***** Slots/FrequenciesExhibit P ReservedExhibit Q ReservedExhibit R Jet Bridge Maintenance and Operability Testing RequirementsExhibit S ReservedExhibit T US Airways Brazilian Route AuthoritiesExhibit U Form of US Airways LaGuardia Facilities LicenseExhibit V Form of US Airways LaGuardia Facilities Sublease   **†** **Issuer hereby undertakes to furnish supplementally a copy of any omitted schedule orexhibit to the Commission upon request.**    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**   Schedules†  Schedule 1.01-A Assumed Bond DocumentsSchedule 1.01-B Bond AccountsSchedule 1.01-C Bond DocumentsSchedule 1.01-D Delta Tangible Personal PropertySchedule 1.01-E East End Terminal LeaseSchedule 1.01-F Existing GSE Facilities PermitSchedule 1.01-G Delta LaGuardia ContractsSchedule 1.01-H Marine Air Terminal LeaseSchedule 1.01-I Delta LaGuardia PermitsSchedule 1.01-J Parking Permit #1Schedule 1.01-K Parking Permit #2Schedule 1.01-L LGA Purchase Option SlotsSchedule 1.01-M US Airways Perimeter SlotsSchedule 1.01-N Northwest GSE Facilities LeaseSchedule 1.01-O Eastern Shuttle DocumentsSchedule 1.01-P Underground Storage TanksSchedule 1.01-Q Shuttle Terminal LeaseSchedule 1.01-R US Airways LaGuardia ContractsSchedule 1.01-S US Airways LaGuardia PermitsSchedule 1.01-T US Airways LaGuardia Tangible Personal PropertySchedule 1.01-U Requested Slot TimesSchedule 1.01-V Additional ***** SlotsSchedule 2.06 Third Party ConsentsSchedule 3.06 Third Party ConsentsSchedule 7.01 Operation of the US Airways Transferred AssetsSchedule 7.02 Operation of the Delta Transferred AssetsSchedule 7.08(a)(iv) Port Authority ItemsUS Airways Disclosure Schedules†Delta Disclosure Schedules†   **†** **Issuer hereby undertakes to furnish supplementally a copy of any omitted scheduleor exhibit to the Commission upon request.**    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**This MUTUAL ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of August11, 2009 among Delta Air Lines, Inc., a Delaware corporation (“Delta”), US Airways, Inc., aDelaware corporation (“US Airways”), and US Airways Group, Inc., a Delaware corporation(“US Airways Parent”) (solely with respect to Article XII) (each a “Party” andcollectively “Parties”).RECITALSWHEREAS Delta and US Airways are each engaged in the operation of commercial passenger airtransport businesses.WHEREAS US Airways desires to purchase from Delta, and Delta desires to sell, assign, conveyand deliver to US Airways, certain assets of Delta and Delta desires to assign and transfer certainliabilities of Delta and US Airways desires to assume such liabilities, in each case, as moreparticularly set forth herein, upon the terms and subject to the conditions set forth herein.WHEREAS Delta desires to purchase from US Airways, and US Airways desires to sell, assign,convey and deliver to Delta, certain assets of US Airways and US Airways desires to assign andtransfer certain liabilities of US Airways and Delta desires to assume such liabilities, in eachcase, as more particularly set forth herein, upon the terms and subject to the conditions set forthherein.NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties,covenants and undertakings contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legallybound, hereby agree as follows:ARTICLE IDefinitionsSection 1.01 Certain Defined Terms. For purposes of this Agreement:“*****” *****.“Action” means any action (at law or in equity), suit, arbitration, review, inquiry,proceeding or investigation.“Additional ***** Slots” means the 30 Slots at ***** more fully described onSchedule 1.01-V attached hereto.“Additional ***** Slot Lease Term” means the period commencing on ***** of thepremises designated as “Area B” in Exhibit A-2 to the US Airways ***** Facilities License andcontinuing until the end of the *****.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
 

 
**Confidential Treatment Requested**“Additional US Airways Agreements” means, collectively, the Personal Property SecurityInterest and that certain Operating Agreement, by and between US Airways and the Port Authority,dated January 17, 1992.“Affiliate” of any Person means another Person that directly or indirectly, throughone or more intermediaries, controls, is controlled by, or is under common control with, such firstPerson.“Agreement” has the meaning set forth in the Recitals.“Air Services Agreement” means the agreement between the Government of the UnitedStates of America and the Federative Republic of Brazil, authorizing the scheduled foreign airtransportation of persons, property and mail between the United States of America, on the one hand,and Brazil on the other hand.“Ancillary Documents” has the meaning set forth in Section 5.02.“Assignment and Assumption Agreement” means (i) with respect to the Port AuthorityDocuments, one or more agreements the form of which shall be acceptable to the Port Authority, or(ii) with respect to any other Contract (excluding the Leases, the Existing GSE Facilities Permit,and the US Airways LaGuardia Parking Permits), Permit, or other document required to be transferredpursuant to the terms of this Agreement, an assignment and assumption agreement substantially inthe form attached hereto as Exhibit C.“Assumed Bond Documents” means those certain documents set forth on Schedule1.01-A attached hereto.“Assumed Delta Contracts” means the Delta LaGuardia Leases, the Delta LaGuardiaContracts and the Delta LaGuardia Permits.“Assumed Delta Liabilities” has the meaning set forth in Section 2.03.“Assumed Liabilities” means the Assumed Delta Liabilities and the Assumed US AirwaysLiabilities.“Assumed US Airways Contracts” means the US Airways LaGuardia Leases, the Existing GSEFacilities Permit, the US Airways LaGuardia Contracts, the US Airways LaGuardia Permits, the USAirways LaGuardia Parking Permits, and the Assumed Bond Documents.“Assumed US Airways Liabilities” has the meaning set forth in Section 3.03.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Bankruptcy Event” means any of the following events: (i) the passage of a resolutionof the Board of Directors for the dissolution of a Person; (ii) a Person becoming the subject of(A) the entry of an order for relief by a Governmental Authority having jurisdiction in thepremises judging such Person bankrupt or insolvent under any applicable bankruptcy, insolvency,reorganization, liquidation, rehabilitation, conservation, examination or other similar Law, (B)the appointment of a receiver, liquidator, rehabilitator, conservator, assignee, trustee,sequestrator or examiner (or other similar official) of such Person or of substantially all of theproperty of such Person, (C) an order to wind up or liquidate the affairs of such Person, or (D) aninvoluntary bankruptcy, insolvency, reorganization, liquidation, rehabilitation, conservation,examination or other similar proceeding with respect to such Person that is unstayed or undismissedfor a period of thirty (30) consecutive days; or (iii) any of (A) the commencement by a Person of aproceeding to be adjudicated a bankrupt or insolvent; (B) the consent by a Person to theinstitution of bankruptcy, insolvency or examination proceedings against it, (C) the filing orconsent to the filing by a Person of a petition or answer or consent seeking reorganization orrelief under any applicable bankruptcy, insolvency, reorganization, liquidation, rehabilitation,conservation, examination or other similar Law, (D) the consent or application by a Person to theappointment of a receiver, liquidator, rehabilitator, conservator, assignee, trustee, sequestrator,examiner (or other similar official) of a Person, as applicable, or of any substantial part of suchPerson’s property, or (E) the making by a Person of an assignment for the benefit of creditors.“Bill of Sale” means the bill of sale in substantially the form attached hereto asExhibit D.“Bond Accounts” means those certain funds or accounts related to the Bonds and setforth on Schedule 1.01-B attached hereto.“Bond Documents” means those certain documents set forth on Schedule 1.01-Cattached hereto.“Bond Fund” has the meaning set forth in the East End Terminal Lease (a in effect onthe date hereof).“Bond Fund Closing Balance” has the meaning set forth in Section 7.18.“Bond Obligations” means any and all obligations of US Airways with respect to theBonds and/or the Bond Documents.“Bond Repayment Date” has the meaning set forth in Section 7.18.“Bonds” means those certain Special Project Bonds Series 2 issued by the PortAuthority in the original principal amount of $202,075,000, the proceeds of which were used tofinance a portion of the construction of the East End Terminal.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Books and Records” means all books, ledgers, files, data, metadata, reports, plans,records, manuals and other materials, whether existing in hard copy or magnetic or electronic form,to the extent related to the Delta Transferred Assets or the US Airways Transferred Assets, but (i)to the extent the underlying information is provided, no data shall be required to be extracted anddelivered from general abstracts or summaries prepared on an internal company basis and (ii)excluding any such items if any Law prohibits their transfer.“Brazilian Route Authorities” means the Delta Brazilian Route Authorities and the USAirways Brazilian Route Authorities.“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day onwhich banking and savings and loan institutions are authorized or required by Law to be closed inNew York City.“Citi Loan Agreement” means that certain Loan Agreement, dated as of March 23, 2007among US Airways Group, Inc., as Borrower, certain subsidiaries of Borrower, Citicorp NorthAmerica, Inc. as Administrative Agent, and the lenders from time to time party thereto, as amendedthrough the date hereof.“Claims” means any and all claims, counterclaims, demands, damages, actions, causes ofactions, and claims for relief of every kind and nature, known or unknown, existing, claimed toexist or which could be asserted in a lawsuit, either in law or in equity, whether direct orindirect (whether by assignment or otherwise), or arising under any Law, obligation, right, duty,or other requirement.“Closing” has the meaning set forth in Section 4.01.“Closing Date” has the meaning set forth in Section 4.01.“Code” means the United States Internal Revenue Code of 1986, as amended.“Construction Fund” has the meaning set forth in the East End Terminal Lease (as ineffect on the date hereof).“*****” has the meaning set forth in Section 7.19.“Contract” means any written agreement, contract, lease, sublease, or other occupancyagreement, obligation, promise, license, commitment instrument, undertaking, order, or otherarrangement or warranty that is legally binding on a Party.“DCA” means Ronald Reagan Washington National Airport located in Arlington, Virginia.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“DCA Gate Reallocation” means the process being conducted by MWAA on the date hereoffor the reallocation of passenger gates located at DCA.“DCA Slot Lease” means that certain slot lease dated as of the Closing Date, by andbetween US Airways and Delta substantially in the form attached hereto as Exhibit E.“DCA Slots” means Delta DCA Slots and the Northwest DCA Slots.“Debt Service Fund” has the meaning set forth in the East End Terminal Lease (as ineffect on the date hereof).“*****” has the meaning set forth in Section 7.19.“*****” has the meaning set forth in Section 7.19.“Delta” has the meaning set forth in the Recitals.“Delta Bond Escrow Funds” has the meaning set forth in Section 7.18.“Delta Brazilian Route Authorities” means seven (7) unrestricted U.S.-Brazilfrequencies allocated to Delta by DOT Order 2005-4-13 originally for Atlanta-Rio de Janeiroservice, which are available under the U.S.-Brazil Air Transport Agreement and DOT Order 2004-6-25for service on any U.S.-Brazil city-pair route.“Delta Bylaws” means the Delta Air Lines, Inc. Bylaws, as amended.“Delta Cap Amount” has the meaning set forth in Section 9.02.“Delta Charter” means the Amended and Restated Certificate of Incorporation of DeltaAir Lines, Inc., as amended.“Delta Connection Carrier” means a regional airline that operates under a codeshareand service agreement with Delta pursuant to which it provides scheduled air transportationservices under the flight designator codes of Delta and/or certain of its Affiliates.“Delta DCA Call Event” has the meaning set forth in Section 7.15.“Delta DCA Call Notice” has the meaning set forth in Section 7.15.“Delta DCA Call Period” has the meaning set forth in Section 7.15.“Delta DCA Call Right” has the meaning set forth in Section 7.15.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Delta DCA Slots” means the seventy-one (71) Slots at DCA to be transferred from Deltato US Airways pursuant to the terms and conditions of this Agreement, as more fully described onExhibit G attached hereto.“*****” has the meaning set forth in Section 10.02.“Delta Disclosure Schedule” has the meaning set forth in the introductory paragraph ofArticle VI.“Delta Environmental Claim” has the meaning set forth in Section 6.15.“Delta Environmental Laws” has the meaning set forth in Section 6.15.“Delta Indemnified Persons” has the meaning set forth in Section 9.03.“Delta Investigation” has the meaning set forth in Section 7.04.“Delta LaGuardia Contracts” means, collectively, the Contracts set forth onSchedule 1.01-G attached hereto and related to the Delta LaGuardia Properties, includingcontracts entered into after the date hereof in accordance with Section 7.02 and excludingcontracts terminated after the date hereof in accordance with Section 7.02.“Delta LaGuardia Leased Real Property” means, collectively, the Marine Air TerminalLeased Real Property and the Northwest GSE Facilities Leased Real Property.“Delta LaGuardia Leases” shall mean, collectively, the Marine Air Terminal Lease andthe Northwest GSE Facilities Lease.“Delta LaGuardia Permits” means, collectively, the Permits related to the operationsof Delta at the Delta Properties, as set forth on Schedule 1.01-I attached hereto.“Delta Marine Air Terminal License” means that certain License Agreement, dated as ofthe Closing Date, by and between US Airways and Delta, to Delta, substantially in the form attachedhereto as Exhibit I.“Delta Material Adverse Effect” means any state of facts, change, event, action,omission, loss or damage that individually or in the aggregate, has resulted in or would reasonablybe expected to result in (a) a material adverse effect on (i) the condition or the ability tooperate or use the Delta Transferred Assets, in the aggregate or (ii) the amount of Liabilityassociated with the Assumed Delta Liabilities, in the aggregate; except in (i) or (ii) above, anyadverse effect arising out of, resulting from or attributableto (1) changes or conditions generally affecting the airline industry, other than changes orconditions related to regulations and legislation applicable to Slots, (2) general economic    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**or political conditions or securities, credit, financial or other capital markets conditions, in eachcase in the United States or any foreign jurisdiction (including increases in the price of fuel),(3) the execution and delivery of this Agreement or the public announcement or pendency of theTransaction or any of the other transactions contemplated by this Agreement with respect to theimpact thereof on the relationships, contractual or otherwise, of Delta or any of its Affiliateswith employees, labor unions, customers, suppliers or partners, and including any lawsuit, actionor other proceeding with respect to the Transaction or any of the other transactions contemplatedby this Agreement, other than any impact with respect to regulations and legislation applicable toSlots, (4) any change, in and of itself, in the market price, credit rating or trading volume ofDelta’s securities, (5) any change in GAAP (or authoritative interpretation thereof) and (6)geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage orterrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatenedor underway as of the date of this Agreement; or (b) an impairment in any material respect on theability of Delta to perform its obligations under this Agreement or any Ancillary Document to whichit is or will be a party.“Delta Port Authority Documents” means, collectively, the US Airways LaGuardia Leases,the Existing GSE Facilities Permit, the US Airways LaGuardia Parking Permits, the Delta Marine AirTerminal License and the Port Approval Bond Documents.“Delta Properties” means the Marine Air Terminal, the Northwest GSE Facilities, theDelta Tangible Personal Property and any other property of Delta related to any of the foregoingthat is a Delta Transferred Asset.“Delta Properties Taxes and Assessments” has the meaning set forth in Section 2.07.“Delta Prorations” has the meaning set forth in Section 2.07.“Delta Proration Payment” has the meaning set forth in Section 2.07.“Delta Purchase Price” has the meaning set forth in Section 3.05.“Delta Purchase Right” has the meaning set forth in Section 7.14.“Delta Recall Slots” has the meaning set forth in Section 7.15.“Delta Receivables” has the meaning set forth in Section 2.07.“Delta Reconciliation Notice” has the meaning set forth in Section 2.07.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Delta Required Consents” means those certain consents, approvals and waivers thatDelta is required to secure in connection with the transactions contemplated herein, all as setforth on Schedule 6.04 attached hereto.“Delta Tangible Personal Property” means the items set forth on Schedule1.01-D attached hereto.“Delta Transferred Assets” has the meaning set forth in Section 2.01.“DOT” means the United States Department of Transportation.“East End Terminal” means the premises, facilities, improvements and fixtures,including the East End Terminal Leased Real Property, which are the subject of the East EndTerminal Lease.“East End Terminal Lease” means that certain Agreement of Lease, by and between USAirways, as successor-in-interest to Continental Airlines, Inc., for itself and as successor ininterest to Eastern Air Lines, Inc., and the Port Authority, dated as of June 2, 1989, identifiedas AGA-#126, whereby the Port Authority leases the East End Terminal to US Airways, together withall amendments, modifications, and supplements thereto, as more fully described on Schedule1.01-E attached hereto.“East End Terminal Leased Real Property” means the Leased Real Property that is thesubject of the East End Terminal Lease.“Eastern Shuttle Documents” means the Contracts set forth on Schedule 1.01-Oattached hereto.“End Date” has the meaning set forth in Section 10.01.“Excluded Delta Assets” has the meaning set forth in Section 2.02.“Excluded Delta Liabilities” has the meaning set forth in Section 2.04.“Excluded US Airways Assets” has the meaning set forth in Section 3.02.“Excluded US Airways Liabilities” has the meaning set forth in Section 3.04.“Existing GSE Facilities” means the premises, facilities, improvements and fixtures,including the Existing GSE Facilities Real Property, which are the subject of the Existing GSEFacilities Permit.“Existing GSE Facilities Permit” means that certain Space Permit, US Airways, assuccessor-in-interest to USAir, Inc., as successor-in-interest to Continental    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Airlines, Inc., for itself and as successor-in-interest to Eastern Air Lines, Inc., identifiedas AGA-804 (formerly known as AGA-141), whereby the Port Authority grants permission to US Airwaysto use and occupy the Existing GSE Facilities, together with all amendments, modifications, andsupplements thereto, as more fully described on Schedule 1.01-F attached hereto.“Existing GSE Facilities Real Property” means the real property that is the subject ofthe Existing GSE Facilities Permit, including any improvements, structures, buildings, fixtures,and mechanical and utility systems related to such Existing GSE Facilities Permit.“Existing Delta Documents” means the Delta LaGuardia Leases.“Existing US Airways Documents” means collectively, the US Airways LaGuardia Leases,the Existing GSE Facilities Permit, the US Airways LaGuardia Parking Permits and the Port ApprovalBond Documents.“Extension Date” has the meaning set forth in Section 10.01.“FAA” means the Federal Aviation Administration.“Fair Market Value” means, with respect to the Delta Recall Slots, the price thatcould be obtained for such asset by a seller in an arm’s-length transaction between an informed andwilling seller under no compulsion to sell and an informed and willing buyer, and taking intoaccount all available information including without limitation recent sales of similar Slots.“Goldman Sachs Second Lien Loan Agreement” means the Second Lien Term Loan andGuaranty Agreement among Delta Air Lines, Inc., as borrower, the direct and indirect domesticsubsidiaries of Delta party thereto, Goldman Sachs Credit Partners L.P., as administrative agentand collateral agent, the financial institutions party thereto, Barclays Capital, as syndicationagent, Goldman Sachs Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as co-leadarrangers, Goldman Sachs Credit Partners L.P., Merrill Lynch Commercial Finance Corp. and BarclaysCapital, as joint bookrunners, and Credit Suisse Securities (USA) LLC and C.I.T. LeasingCorporation, as co-documentation agents, together with the applicable Collateral Documents (asdefined therein), each dated as of April 30, 2007.“Governmental Approval” has the meaning set forth in Section 5.04.“Governmental Authority” means any federal, state, local or foreign governmental,legislative, judicial, arbitral, administrative or regulatory authority, agency, airport authority,commission, body, court, association or entity, including without limitation the Port Authority.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.“IATA” means the International Air Transport Association.“IATA Season” has the meaning set forth in Section 7.03.“Indemnification Claim Notice” has the meaning set forth in Section 9.04.“Indemnified Party” has the meaning set forth in Section 9.04.“Indemnifying Party” has the meaning set forth in Section 9.04.“Independent Accountant” means a nationally recognized accounting firm, mutuallyacceptable to Delta and US Airways.“Individual Threshold” has the meaning set forth in Section 9.02.“Initial End Date” has the meaning set forth in Section 10.01.“JP Morgan Credit Agreement” means the First Lien Revolving Credit and GuarantyAgreement among Delta Air Lines, Inc., as borrower, the direct and indirect domestic subsidiariesof Delta party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent,the financial institutions party thereto, UBS Securities LLC, as syndication agent, J.P. MorganSecurities Inc. and Lehman Brothers Inc., as co-lead arrangers, J.P. Morgan Securities Inc., LehmanBrothers Inc. and UBS Securities LLC, as joint bookrunners, and CALYON New York Branch and RBSSecurities Corporation, as co-documentation agents, together with the applicable CollateralDocuments (as defined therein), each dated as of April 30, 2007.“Knowledge” of any Person that is not an individual means, with respect to any matterin question, the actual knowledge of any of such Person’s executive officers having primaryresponsibility for such matter, after due inquiry with individuals at the director level or abovedirectly or indirectly reporting to such officer.“LaGuardia” means LaGuardia Airport located in the Borough of Queens, New York City,New York.“*****” has the meaning set forth in Section 10.02.“LaGuardia Slot Lease” means that certain Slot Lease, dated as of the Closing Date, byand between US Airways and Delta substantially in the form attached hereto as Exhibit J.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“LaGuardia Slots” means the two hundred fifty (250) Slots at LaGuardia to betransferred from US Airways to Delta pursuant to the terms and conditions of this Agreement, asmore fully described on Exhibit K attached hereto.“Large Certificated Air Carrier” means United Air Lines, Inc., American Airlines, Inc.or Continental Airlines, Inc.“Law” means any federal, state, local or foreign law, statute or ordinance, or anyrule, regulation, judgment, order, writ, injunction, ruling, decree or agency requirement or policyof any Governmental Authority, or any provisions or interpretations of the foregoing, includinggeneral principles of common and civil law and equity, binding on or affecting the Person referredto in the context in which such word is used.“Lease” means each of the US Airways LaGuardia Leases and the Delta LaGuardia Leases.“Leased Real Property” means the real property that is the subject of a Lease,including any leasehold improvements, structures, buildings, fixtures, and mechanical and utilitysystems related to such Lease.“Legal Expenses” means reasonable fees, costs and expenses incurred by any Personindemnified under this Agreement and its counsel in investigating, preparing for, defending againstor providing evidence, producing documents or taking other action with respect to any threatened orasserted claim entitled to indemnification hereunder. Without limitation of the foregoing, LegalExpenses includes all such fees, costs and expenses incurred by any Person indemnified under theAgreement and its counsel in enforcing its rights under 9.02 or 9.03 of this Agreement, asapplicable.“Legal Restraints” has the meaning set forth in Section 8.01.“*****” has the meaning set forth in Section 10.02.“LGA Purchase Option Slots” means 30 total Slots at LaGuardia with departure orarrival times within the one-half hour periods set forth on Schedule 1.01-L attachedhereto.“Liabilities” means any and all debts, liabilities, commitments and obligations of anykind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated,accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable orotherwise, whenever or however arising (including, whether arising out of any contract or tortbased on negligence or strict liability).    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Liens” means any lien, mortgage, pledge, assignment for security, security interest,charge, hypothecation, lease or encumbrance of any kind or nature whatsoever (including anyconditional sale or other title retention agreement, any lease in the nature thereof, any easement,right of way or other encumbrance on title to real property and any agreement to give any securityinterest).“Losses” mean demands, claims, actions or causes of action, assessments, losses,damages, liabilities, costs and expenses, including interest, fines, penalties, fees, disbursementsand amounts paid in settlement (including Legal Expenses).“Marine Air Terminal” means the premises, facilities and fixtures, including theMarine Air Terminal Leased Real Property, which are the subject of the Marine Air Terminal Lease.“Marine Air Terminal Lease” means that certain Agreement of Lease, by and between,Delta and the Port Authority, and identified as AGA-253, whereby the Port Authority leases theMarine Air Terminal to Delta, together with all amendments, modifications, and supplements thereto,as more fully described on Schedule 1.01-H attached hereto.“Marine Air Terminal Leased Real Property” means the Leased Real Property that is thesubject of the Marine Air Terminal Lease.“Materials of Environmental Concern” means all substances defined as HazardousSubstances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances PollutionContingency Plan, 40 C.F.R. 300.5 or otherwise defined or regulated as “hazardous”, “toxic”, a“contaminant”, a “pollutant” or words of similar import under any applicable Environmental Law, orany mold that could be harmful to human health or the environment.“MWAA” means the Metropolitan Washington Airports Authority.“New York Transfer Tax Returns” means all documents necessary in connection with thepayment of any Transfer Taxes to the New York Department of Taxation and Revenue, the New York CityDepartment of Finance, and any other applicable taxing authority that are due and payable inconnection with the transfer of any of the Transferred Assets or the Assumed Liabilities.“Non-Disclosure Agreement” means that certain Non-Disclosure Agreement, dated February27, 2009, by and between Delta and US Airways.“Northwest” means Northwest Airlines, Inc.“Northwest Bylaws” means the Amended and Restated Bylaws of Northwest Airlines, Inc.,as amended.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Northwest Charter” means the Amended and Restated Certificate of Incorporation ofNorthwest Airlines, Inc., as amended.“Northwest DCA Slot Lease” means that certain DCA Slot Lease Agreement, dated as ofJune 11, 2004, as amended, by and between Northwest and US Airways.“Northwest DCA Slots” means the thirteen (13) Slots at DCA to be transferred fromNorthwest to US Airways pursuant to the terms and conditions of this Agreement, as more fullydescribed on Exhibit M attached hereto.“Northwest GSE Facilities” means the premises, facilities, improvements and fixtures,including the Northwest GSE Facilities Leased Real Property, which are the subject of the NorthwestGSE Facilities Lease.“Northwest GSE Facilities Lease” means that certain Agreement of Lease, by and betweenNorthwest and the Port Authority, identified as AGA-171, whereby the Port Authority leases theNorthwest GSE Facilities to US Airways, together with all amendments, modifications, andsupplements thereto, as more fully described on Schedule 1.01-N attached hereto.“Northwest GSE Facilities Leased Real Property” means the Leased Real Property that isthe subject of the Northwest GSE Facilities Lease.“*****” means ***** International Airport.“***** Slot Lease” means that certain lease agreement dated as of the Closing Date, byand between US Airways and Delta substantially in the form attached hereto as Exhibit N.“***** Slots/Frequencies” means fourteen (14) Slots at the ***** InternationalAirport, as more fully described on Exhibit O attached hereto.“Parking Permit #267” means that certain LaGuardia Airport Privilege Permit, dated asof February 1, 1992 and identified as Permit AGA-267, by and between US Airways, as permittee, andthe Port Authority, as permittor, together with all amendments, modifications, and supplementsthereto, as more fully described on Schedule 1.01-J attached hereto.“Parking Permit #561” means that certain LaGuardia Airport Privilege Permit, dated asof September 4, 2000 and identified as Permit AGA-561, by and between US Airways, as permittee, andthe Port Authority, as permitor, together with all amendments, modifications, and supplementsthereto, as more fully described on Schedule 1.01-K attached hereto.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Party” has the meaning set forth in the Recitals.“Permits” means all franchises, grants, authorizations, licenses, permits, waivers,exemptions, transfers, variances, exceptions, consents, certificates, approvals, clearances andorders of any Governmental Authority which are necessary for a Party to own, lease and operate theTransferred Assets to be transferred by such Party hereunder as such assets are now being operated.“Permitted Liens” means the following Liens (other than any such Lien imposed pursuantto Section 401(a)(29) or 412(n) of the Code or by the Employee Retirement Income Security Act of1974, as amended): (a) Liens for taxes, assessments or other governmental charges or claims thepayment of which is either not yet delinquent or that are being contested in good faith byappropriate proceedings during which collection or enforcement is stayed and which may thereafterbe paid without penalty; (b) statutory Liens of landlords and Liens of carriers, vendors,warehousemen, repairmen, mechanics, and materialmen and other Liens imposed by Law and incurred inthe ordinary course of business for amounts either not yet delinquent or being contested in goodfaith by appropriate proceedings; (c) with respect to each Party’s Leased Real Property, easements,rights-of-way, restrictions, defects, encroachments or irregularities in title and other similarcharges or encumbrances not interfering in any material respect with the value, use or utility ofsuch Party’s Leased Real Property as such real property is currently operated; (d) Liens created byor on behalf of the fee owners of such real property or the Port Authority that are not the resultof any act or omission of such Party or related to the use of any property leased to such Party bythe Port Authority or other fee owner or the operation of such Party’s business; (e) the Contractsaffecting any Leased Real Property that have been disclosed on Schedules 1.01-G andSchedule 1.01-P; or (f) with respect to the East End Terminal or the Bond Accounts, theBonds, Bond Documents, and any Liens of the Trustee, any holders of the Bonds, and/or the PortAuthority; provided, however, at the Closing, “Permitted Liens” shall be defined to exclude clause(a) and (b) for purposes of Sections 2.01 and 3.01 and any Liability for Liens covered by clause(a) or (b) with respect to an Excluded US Airways Liability or an Excluded Delta Liability shallremain subject to the applicable indemnity obligations set forth in Article IX hereof.“Person” means any natural person, firm, corporation, partnership, company, limitedliability company, trust, joint venture, association, Governmental Authority or other entity.“Personal Property Security Interest” means that certain Personal Property SecurityInterest, dated as of January 15, 1992, by and between US Airways, as grantor, and the PortAuthority, as the secured party.“Port Approval Bond Documents” means, collectively, (a) that certain LeaseholdMortgage, dated as of June 1, 1990, by and between Continental Airlines, Inc.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**and Eastern Air Lines, Inc. and The Bank of New York, (b) that certain Trust AdministrationAgreement, dated as of June 1, 1990, by and between Continental Airlines, Inc. and Eastern AirLines, Inc. and The Bank of New York, and (c) any other Assumed Bond Document that the PortAuthority elects to include in the Assignment and AssumptionAgreement.“Port Authority” means The Port Authority of New York and New Jersey.“Port Authority Documents” means, collectively, the Delta Port Authority Documents andthe US Airways Port Authority Documents.“*****” has the meaning set forth in Section 10.02“Ramp” means the ramp pavement surfaces and subsurfaces of a Leased Property.“Reconciliation Date” has the meaning set forth in Section 2.07.“Reconciliation Period” has the meaning set forth in Section 2.07.“Regulatory Actions” has the meaning set forth in Section 7.08.“Related Real Estate Documents” means with respect to any Leased Real Property, anyand all (i) surveys, maps, plats, aerial photographs, or similar documents setting forth a physicaldepiction of such Property, (ii) manuals, plans, diagrams, drawings, renderings, summaries, orsimilar materials related to the engineering, mechanicals, systems, improvements, or otherproperty, plant, and equipment located at or on any Leased Real Property, (iii) Phase I report,Phase II report, file review(s), environmental disclosure documents, and/or related or similarreport(s) with respect to any Leased Real Property, and (iv) similar documents, materials, or otheritems, in each case to the extent the same is in the possession or control of the Party with aleasehold interest in such Leased Real Property.“Rents” means any and all rent, tax charges, escalation, additional rent, insurance,utilities, common area maintenance charges, or other amounts required to be paid pursuant to aspecified Lease, Permit or Contract.“Representatives” means the directors, officers, employees, advisers, agents,appraisers, contractors, attorneys, consultants, accountants, investment bankers or otherrepresentatives of any Party.“Requested Slot Times” means departure or arrival times within the one-half hourperiods set forth on Schedule 1.01-U attached hereto, or such other periods as the Partiesshall mutually agree.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Right of First Refusal” has the meaning set forth in Section 10.02.“ROFR Election Notice” has the meaning set forth in Section 10.02.“Roof” means the roof membrane, flashing, windows and seals of a Leased Real Property.“Shuttle Terminal” means the premises, facilities and fixtures, including the ShuttleTerminal Leased Real Property, which are the subject of the Shuttle Terminal Lease.“Shuttle Terminal Lease” means that certain Agreement of Lease, by and between USAirways, as successor-in-interest to Shuttle, Inc., as successor-in-interest to Trump Shuttle Inc.,as successor-in-interest to Eastern Air Lines, Inc., and the Port Authority, dated as of March 17,1977, identified as AGA-#751, whereby the Port Authority leases the Shuttle Terminal to US Airways,together with all amendments, modifications, and supplements thereto, as more fully described onSchedule 1.01-Q attached hereto.“Shuttle Terminal Leased Real Property” means the Leased Real Property that is thesubject of the Shuttle Terminal Lease.“Slot” means (i) “slot” as defined in 14 CFR § 93.213(a)(2), as that sectionmay be amended or re-codified from time to time, or (ii) “operating authorization” for one landingor takeoff at LaGuardia during a specific time period, subject to a scheduling order issued by theFAA at LaGuardia, as defined in the Final Order, Operating Limitations at New York LaGuardiaAirport, Docket No. FAA 2006-25755 issued December 13, 2006, published in the Federal Register at71 Fed. Reg. 77854 (Dec. 27, 2006), as such order may be amended or re-codified from time to time,and in any subsequent scheduling order issued by the FAA, as such order may be amended orre-codified from time to time, or (iii) authorization granted by the FAA, DOT or other GovernmentalAuthority to conduct one landing or takeoff during a specific time period at LaGuardia, DCA or*****, or (iv) slot exemption pursuant to 49 U.S.C. §§ 41716 and 41718, as such statute may beamended or re-codified from time to time, including but not limited to slot exemptions at LaGuardiaand DCA now held or hereafter acquired.“Slot Trade” means a single Delta takeoff or landing Slot being traded for a single USAirways takeoff or landing Slot. Each Slot will allow for up to seven (7) operations per week.“Specified Sections” means Sections 5.01 and 6.01 (in each case, first sentence only)(Organization; Standing and Power), 5.02 and 6.02 (Authority, Execution    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**and Delivery; Enforceability), 5.08 and 6.08 (in each case, last sentence only) (Title toAssets) and 5.16 and 6.16 (Taxes).“Taxes” means: (a) all taxes (whether federal, state, county or local), fees,levies, customs duties, assessments or charges of any kind whatsoever, including gross income, netincome, gross receipts, profits, windfall profits, sales, use, occupation, value-added,advalorem, transfer, license, franchise, withholding, payroll, employment, excise,estimated, stamp, premium, capital stock, production, net worth, alternative or add-on minimum,environmental, business and occupation, disability, severance, or real or personal property taxesor liabilities for unclaimed property, in each case imposed by any Governmental Authority togetherwith any interest, penalties, or additions to tax imposed with respect thereto; and (b) anyobligations under any tax sharing, tax allocation, or tax indemnity agreements or arrangements withrespect to any Taxes described in clause (a) above.“Tax Benefit” has the meaning set forth in Section 9.07.“Tax Return” means all returns, declarations, reports, election estimates, andinformation statements and returns required or permitted to be filed with a Governmental Authorityrelating to Taxes, including, but not limited to, original returns and filings, amended returns,claims for refunds, information returns, ruling requests, administrative or judicial filings,accounting method change requests, responses to revenue agents’ reports (federal, state, foreign,municipal or local) and settlement documents, and any schedules attached to any of the foregoing.“Termination Fee” has the meaning set forth in Section 10.02.“Third Party” means any Person other than US Airways Indemnified Persons or DeltaIndemnified Persons, as applicable.“Third Party Claim” has the meaning set forth in Section 9.04.“Third Party Indemnification Claim Notice” has the meaning set forth in Section 9.04.“Transaction” means the purchase and sale of the Delta Transferred Assets and thepurchase and sale of the US Airways Transferred Assets.“Transfer Taxes” means, collectively, all excise, sales, stamp, use, value added,award, transfer (including real property transfer or gains), documentary, commercial activity, orany other similar taxes, if any (and any interest, additions, or penalties imposed with respect tosuch taxes), that are payable, imposed, assessed, or determined to be due or arise as a result ofthe transactions contemplated by this Agreement.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“Transferred Assets” means the assets of either Party to be transferred pursuant tothe terms hereof.“Transfer Tax Amount A” has the meaning set forth in Section 7.10.“Transfer Tax Amount B” has the meaning set forth in Section 7.10.“Underground Storage Tanks” shall meaning those underground storage tanks more fullydescribed on Schedule 1.01-P attached hereto.“U.S. Bank Credit Agreement” means the Credit Agreement by and among NorthwestAirlines, Inc., as borrower, Northwest Airlines Corporation, MCH, Inc., Compass Airlines, Inc.,Mesaba Aviation, Inc., NWA Fuel Services Corporation, Northwest Aerospace Training Corporation, NWARetail Sales Inc. and MLT Inc., as guarantors, the lenders from time to time parties thereto, U.S.Bank National Association, as Lead Arranger, Joint Book Runner and Administrative Agent, andCitigroup Global Markets Inc. and Morgan Stanley Bank, N.A., as Co-Lead Arrangers and Joint BookRunners, together with the applicable Security Documents (as defined therein), each dated as ofOctober 29, 2008.“US Airways” has the meaning set forth in the Recitals.“US Airways Bond Escrow Funds” has the meaning set forth in Section 7.18.“US Airways Brazilian Route Authorities” means the right, license, permit,certificate, frequencies, exemptions or other authorizations issued to US Airways by the DOTpursuant to the Air Services Agreement, whereby US Airways is entitled or permitted to fly seven(7) weekly unrestricted frequencies between the United States of America and Rio de Janeiro,Brazil, as more fully described on Exhibit T attached hereto.“US Airways Bylaws” means the Amended and Restated Bylaws of US Airways, Inc., asamended.“US Airways Cap Amount” has the meaning set forth in Section 9.03.“US Airways Charter” means the Amended and Restated Certificate of Incorporation of USAirways, as amended.“US Airways Disclosure Schedule” has the meaning set forth in the introductoryparagraph of Article V.“US Airways Environmental Claim” has the meaning set forth in Section 5.15.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“US Airways Environmental Laws” has the meaning set forth in Section 5.15.“US Airways Indemnified Persons” has the meaning set forth in Section 9.02.“US Airways Investigation” has the meaning set forth in Section 7.05.“US Airways LaGuardia Contracts” means, collectively, the Contracts set forth onSchedule 1.01-R attached hereto and related to the US Airways LaGuardia Properties,including contracts entered into after the date hereof in accordance with Section 7.01 andexcluding contracts terminated after the date hereof in accordance with Section 7.01.“US Airways LaGuardia Facilities License” means that certain License Agreement, datedas of the Closing Date, by and between US Airways and Delta, substantially in the form attachedhereto as Exhibit U.“US Airways LaGuardia Facilities Sublease” means that certain Sublease Agreement,dated as of the Closing Date, by and between US Airways and Delta, substantially in the formattached hereto as Exhibit V.“US Airways LaGuardia Leases” means the East End Terminal Lease and the ShuttleTerminal Lease.“US Airways LaGuardia Leased Real Property” shall mean, collectively, East EndTerminal Leased Real Property and the Shuttle Terminal Leased Real Property.“US Airways LaGuardia Parking Permits” means Parking Permit #267 and Parking Permit#561.“US Airways LaGuardia Permits” means, collectively, the Permits related to operationsof US Airways at the US Airways LaGuardia Leased Real Property, as set forth on Schedule1.01-S attached hereto.“US Airways LaGuardia Properties” means the East End Terminal, Shuttle Terminal, theExisting GSE Facilities, the property covered by the US Airways LaGuardia Parking Permits, the USAirways LaGuardia Tangible Personal Property, and any other property of US Airways related to anyof the foregoing that is a US Airways Transferred Asset.“US Airways LaGuardia Properties Taxes and Assessments” shall have the meaning setforth in Section 3.07.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“US Airways LaGuardia Receivables” shall have meaning set forth in Section 3.07.“US Airways LaGuardia Tangible Personal Property” means the items set forth onSchedule 1.01-T attached hereto.“US Airways Material Adverse Effect” means any state of facts, change, event, action,omission, loss or damage that individually or in the aggregate, has resulted in or would reasonablybe expected to result in (a) a material adverse effect on (i) the condition or the ability tooperate or use the US Airways Transferred Assets, in the aggregate or (ii) the amount of Liabilityassociated with the Assumed US Airways Liabilities, in the aggregate; except in (i) or (ii) above,any adverse effect arising out of, resulting from or attributable to (1) changes or conditionsgenerally affecting the airline industry, other than changes or conditions related to regulationsand legislation applicable to Slots, (2) general economic or political conditions or securities,credit, financial or other capital markets conditions, in each case in the United States or anyforeign jurisdiction (including increases in the price of fuel), (3) the execution and delivery ofthis Agreement or the public announcement or pendency of the transactions contemplated by thisAgreement, with respect to the impact thereof on the relationships, contractual or otherwise, of USAirways or any of its Affiliates with employees, labor unions, customers, suppliers or partners,and including any lawsuit, action or other proceeding with respect to the transactions contemplatedby this Agreement, other than any impact with respect to regulations and legislation applicable toSlots, (4) any change, in and of itself, in the market price, credit rating or trading volume of USAirways’ securities, (5) any change in GAAP (or authoritative interpretation thereof) and (6)geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage orterrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatenedor underway as of the date of this Agreement; or (b) an impairment in any material respect on theability of US Airways to perform its obligations under this Agreement or any Ancillary Document towhich it is or will be a party.“US Airways Parent” has the meaning set forth in the Recitals.“US Airways Perimeter Event” has the meaning set forth in Section 7.14.“US Airways Perimeter Event Notice” has the meaning set forth in Section 7.14.“US Airways Perimeter Slots” means 10 total Slots at LaGuardia with arrival ordeparture times within the one-half hour periods set forth on Schedule 1.01-M.“US Airways Port Authority Documents” means, collectively, the Delta LaGuardia Leases,the US Airways LaGuardia Facilities License, and the US Airways LaGuardia Facilities Sublease.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**“US Airways Proportionate Share” has the meaning set forth in Section 7.18.“US Airways Prorations” has the meaning set forth in Section 3.07.“US Airways Proration Payment” has the meaning set forth in Section 3.07.“US Airways Purchase Price” has the meaning set forth in Section 2.05.“US Airways Reconciliation Notice” has the meaning set forth in Section 3.07.“US Airways Retained Bond Obligations” shall have the meaning set forth in Section3.04(d).“US Airways Required Consents” means those certain consents, approvals and waiversthat US Airways is required to secure in connection with the transactions contemplated herein, allas set forth on Schedule 5.04 attached hereto.“*****” has the meaning set forth in Section 10.01.“US Airways Transferred Assets” has the meaning set forth in Section 3.01.Section 1.02 Interpretation. When a reference is made in this Agreement to an Article or Section, such reference shall be toan Article or Section of this Agreement unless otherwise indicated. The table of contents andheadings contained in this Agreement are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit butnot otherwise defined therein shall have the meaning assigned to such term in this Agreement.Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall bedeemed to be followed by the words “without limitation”. The words “hereof”, “hereto”, “hereby”,“herein” and “hereunder” and words of similar import when used in this Agreement shall refer tothis Agreement as a whole and not to any particular provision of this Agreement. The term “or” isnot exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which asubject or other thing extends, and such phrase shall not mean simply “if”. The definitionscontained in this Agreement are applicable to the singular as well as the plural forms of suchterms. Any Law defined or referred to herein means such Law as from time to time amended, modifiedor supplemented, unless otherwise specifically indicated. References to a person are also to itspermitted successors and assigns. Unless otherwise specifically indicated, all references to“dollars” and “$” will be deemed references to the lawful money of the United States of America.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**ARTICLE IIPurchase and Sale of the Delta Transferred AssetsSection 2.01 Purchase and Sale of the Delta Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Deltashall:(a) sell, convey, assign, transfer and deliver to US Airways and/or its Affiliates, and USAirways shall purchase, assume, acquire and accept transfer and assignment of, the followingrights, interests, assets and property, real and personal, tangible and intangible, free and clearof all Liens, other than Permitted Liens (together with the Northwest DCA Slots and the NorthwestGSE Facilities Lease, the “Delta Transferred Assets”):(i) the DCA Slots;(ii) the Delta Brazilian Route Authorities;(iii) the Delta Tangible Personal Property;(iv) the Delta LaGuardia Contracts;(v) the Delta LaGuardia Permits;(vi) the Marine Air Terminal Lease;(vii) the ***** Slots/Frequencies; and(viii) security deposits referenced in Section 2.07(b)(ii)(A);(b) cause Northwest to sell, convey, assign, transfer and deliver to US Airways, and USAirways shall purchase, assume, acquire and accept transfer and assignment of, the (i) NorthwestDCA Slots and (ii) the Northwest GSE Facilities Lease, in each case free and clear of all Liensother than Permitted Liens.Section 2.02 Excluded Delta Assets. Notwithstanding anything herein to the contrary, from and after the Closing, Delta shall retainall of its existing right, title and interest in and to, and Delta shall exclude from thesale, conveyance, assignment or transfer to US Airways hereunder, and the Delta Transferred Assetsshall not include, Delta’s right, title, interest to, the following assets (collectively, the“Excluded Delta Assets”):    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(a) all rights of Delta under this Agreement, any Ancillary Documents to which Delta is aparty, and any claims in respect thereof;(b) subject to the provisions of Section 7.18 below, all receivables, credits and other claimsaccruing under the Delta LaGuardia Leases, the Delta LaGuardia Contracts and the Delta LaGuardiaPermits prior to the consummation of the Closing;(c) Tax refunds for any period prior to the Closing Date with respect to any Delta TransferredAsset and related rights and claims;(d) any insurance claims with respect to any event, claim or loss with respect to any DeltaTransferred Assets occurring prior to consummation of the Closing, subject to any obligations ofDelta to replace or restore damage or destruction to the Delta Properties pursuant to Section7.02(c); and(e) security deposits referenced in Section 2.07(b)(ii)(B).Section 2.03 Assumed Delta Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, USAirways shall assume only the following liabilities and obligations of Delta (collectively the“Assumed Delta Liabilities”) and no other liabilities or obligations:(a) the obligations and liabilities of Delta under the Delta LaGuardia Leases, the DeltaLaGuardia Contracts and the Delta LaGuardia Permits arising exclusively from, and accruingexclusively with respect to, the period after the consummation of the Closing.Section 2.04 Excluded Delta Liabilities. Except as expressly provided in Section 2.03, the Assumed Delta Liabilities will not include, USAirways shall not assume or be liable for, and Delta or Northwest, as applicable, shall retain anyother liability, obligation or commitment of Delta or Northwest, as applicable (or which may beasserted against or imposed upon US Airways as a successor or transferee of Delta or Northwest, asapplicable, or as an acquirer of the Delta Transferred Assets or otherwise as a matter of Law), ofany kind or nature, whether or not arising out of or relating to the Delta Transferred Assets,whether direct or indirect, fixed or contingent, known or unknown, due or to become due, andwhether or not an action has been initiated with respect to such liabilities, obligations andcommitments prior to, on or after the Closing Date (collectively, the “Excluded DeltaLiabilities”).Without limiting the generality of the preceding sentence, the Excluded Delta Liabilities shallinclude:(a) all Liabilities associated with any of the Delta Transferred Assets, accrued, incurred orarising out of events, any act done or omitted, or any state of    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**facts existing on or prior to theClosing Date, whether or not such Liabilities were known as of the date hereof or at the Closing,(b) all Liabilities based upon, arising under or with respect to the Excluded Delta Assets orthe ownership, operation or use of any of the businesses or assets of Delta or any of itsAffiliates, prior to the consummation of the Closing;(c) any Liability based upon, arising under or with respect to the Delta LaGuardia Leases, anyDelta LaGuardia Contracts or any Delta LaGuardia Permits that (x) subject to Section 2.06, was notcapable of being assigned to US Airways as of the Closing until such time as any such DeltaLaGuardia Contract or Delta LaGuardia Permit has effectively beenassigned, or the benefits thereofmade available, to US Airways, (y) is required by the terms thereof to be discharged on or prior tothe consummation of the Closing, or (z) relates to or arises out of a breach or default by Deltaprior to the consummation of the Closing (including any event occurring at or prior to theconsummation of the Closing that with the lapse of time or the giving of notice, or both, wouldbecome a breach or default) under the Delta LaGuardia Leases, any Delta LaGuardia Contract or anyDelta LaGuardia Permits;(d) all indebtedness and other similar obligations of Delta or Northwest, obligations withrespect to letters of credit and similar instruments, and other debt and all interest, penalties,fees and other amounts payable with respect thereto;(e) all Liabilities arising under Environmental Laws and relating to the Delta TransferredAssets prior to the Closing Date or after the Closing Date during the term of the Delta Marine AirTerminal License, including without limitation, any fines, penalties, required capital expendituresor other costs incurred after the Closing to the extent arising out of or related to violations ofEnvironmental Law or the presence of Materials of Environmental Concern, or associated with anycondition, or based on any fact or circumstance that occurred or existed on or prior to, andincluding, the Closing Date or after the Closing Date during the term of the Delta Marine AirTerminal License, whether or not such Liabilities were known on the date hereof or at Closing;(f) all Liabilities arising out of or relating to any employees or former employees of Deltaor any of its Affiliates;(g) all Liabilities, direct or indirect, fixed or contingent, for Taxes including Liabilitiesof Delta or any member of any affiliated group or anycombined or consolidated group for federal, state or other tax purpose of which Delta is orhas been a member, whenever incurred;(h) except as provided in Section 7.10. any Liability for expenses incurred by Delta inconnection with the sale of the Delta Transferred Assets pursuant to this Agreement or othertransactions contemplated hereby;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(i) Liabilities in respect of all litigation matters, arbitration proceedings, and all claims,actions, suits, proceedings or investigations pending or threatened against Delta or any of itsAffiliates relating to the Delta Transferred Assets or to any event occurring on or prior to theClosing Date; and(j) Liabilities arising by operation of law under any common law or statutory doctrine(including successor liability or de facto merger) and any other obligation or liabilityarising out of or relating to events or conditions occurring at or prior to the consummation of theClosing.Section 2.05 US Airways Purchase Price. On the terms and subject to the conditions set forth herein, in reliance on the representations,warranties, covenants and agreements contained herein and in consideration of the sale, conveyance,assignment, transfer and delivery of the Delta Transferred Assets and Delta’s other obligations setforth herein, at the Closing, in addition to the assumption of the Assumed Delta Liabilities, USAirways shall pay to Delta an amount in cash equal to $***** (the “US Airways PurchasePrice”). The cash portion of the US Airways Purchase Price shall be made by wire transfer ofimmediately available funds in accordance with the written payment instructions furnished by Deltaat least one Business Day prior to the Closing.Section 2.06 Consent of Third Parties. Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitutean agreement to assign any Delta LaGuardia Contract or Delta LaGuardia Permit set forth onSchedule 2.06 or any claim or right or any benefit arising thereunder or resultingtherefrom if an attempted assignment thereof, without the consent of a Third Party, wouldconstitute a breach or other contravention thereof or in any way adversely affect the rights of USAirways thereunder after the Closing. Delta will use its reasonable best efforts to obtain theconsent of any such Third Party for the assignment to US Airways of any such Delta LaGuardiaContract or Delta LaGuardia Permit. If such consent is not obtained prior to the consummation ofthe Closing, or if an attempted assignment thereof would be ineffective or would adversely affectthe rights of Delta thereunder so that US Airways would not in fact receive all such rights, Deltashall use its reasonable best efforts to provide US Airways the benefits thereunder from and afterthe Closing Date and US Airways shall pay and perform the corresponding Assumed DeltaLiabilities thereunder to the extent US Airways shall have received the benefits thereof. Deltashall pay promptly to US Airways when received all monies received by Delta after the Closing Dateunder any such Delta LaGuardia Contracts or Delta LaGuardia Permits or any claim or right or anybenefit arising thereunder to the extent that US Airways would be entitled thereto pursuant hereto.The provisions of this Section 2.06 shall in no way limit the conditions precedent set forth inArticle VIII or the obligation of Delta to seek consents prior to the Closing, and the waiver by USAirways of any such conditions precedent at the Closing shall in no way limit the obligations ofDelta contained in this Section 2.06. If and when any such consents shall be obtained, Delta shallpromptly assign its rights under the applicable Delta LaGuardia Contract or Delta LaGuardia Permitto US Airways    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**without payment of consideration and US Airways shall, without payment of anyconsideration therefor, assume from and after the date of such assignment the obligationsthereunder (but only to the extent that such obligations would have constituted Assumed DeltaLiabilities if such assignment had occurred on the Closing Date).Section 2.07 Delta Credits and Prorations.(a) Prorations shall be made with respect to the Delta Transferred Assets pursuant to thisSection 2.07, with Delta to bear that portion of such charges and expenses to the extentattributable to the Delta Transferred Assets accruing prior to the Closing Date and to the extentthe same are Excluded Delta Liabilities, and US Airways to bear that portion of such charges andexpenses to the extent attributable to the Delta Transferred Assets accruing on and after theClosing Date and to the extent the same are Assumed Delta Liabilities. The following shall beapportioned with respect to the Delta Transferred Assets as of 12:01 a.m. on the Closing Date as ifUS Airways was vested with title to such Delta Transferred Assets during the entire Closing Date(collectively, the “Delta Prorations”):(i) Rents, fees, charges, and other amounts payable under the Delta LaGuardiaLeases, the Delta LaGuardia Contracts and the Delta LaGuardia Permits;(ii) taxes and assessments (including, without limitation, personal propertytaxes on the Delta Tangible Personal Property) levied against the DeltaTransferred Assets (the “Delta Properties Taxes and Assessments”);(iii) gas, electricity and other utility charges to be apportioned at Closingon the basis of the most recent meter reading occurring prior to Closing (datednot more than fifteen (15) days prior tothe Closing Date) or, if unmetered, on the basis of a current bill for eachsuch utility;(iv) all Rents, fees, charges, and other amounts payable to Delta, if any,pursuant to each of the Delta LaGuardia Contracts (the “DeltaReceivables”); and(v) any maintenance and operating expenses pertaining to the DeltaTransferred Assets, or any other items pertaining to the Delta Transferred Assetswhich are customarily prorated between a purchaser and a seller of similar assetsin New York City.(b) Notwithstanding anything to the contrary in the foregoing subsection, at Closing:    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(i) Delta shall pay to US Airways (or set off against amounts owed by USAirways to Delta pursuant to Section 3.07(b)) an amount in cash equal to the sumthat is owed to US Airways as of the Closing Date pursuant to this Section 2.07(the “Delta Proration Payment”); provided, however, thatto the extent the Delta Proration Payment is negative, US Airways shall make suchpayment to Delta as if it were a US Airways Proration Payment in accordance withSection 3.07(b)(i). To the extent the Delta Proration Payment is not set offagainst amounts owed by US Airways to Delta pursuant to Section 3.07(b), Deltashall pay the Delta Proration Payment by wire transfer of immediately availablefunds in accordance with the written payment instructions furnished by US Airwaysto Delta at least one Business Day prior to the Closing;(ii) (A) Delta shall deliver to US Airways the amount of any securitydeposits actually held, or required to be held by, Delta pursuant to any of theDelta LaGuardia Contracts (to the extent such security deposits have not beenapplied against delinquent rents or otherwise as provided in the applicable DeltaLaGuardia Contract) as part of the Delta Proration Payment and (B) subject to theprovisions of Section 7.18 below, US Airways shall deliver to Delta the amount ofall other security deposits, and shall replace all other deposits, in each casethat have been posted by or on behalf of Delta with respect to the DeltaTransferred Assets; and(iii) In the event current bills are not available or amounts subject toproration are not otherwise immediately ascertainable at Closing (including,without limitation, for any Delta Properties Taxes and Assessments), Delta shall(A) estimate such amount based on the mostrecently ascertainable bill for purposes of calculating the Delta ProrationPayment and (B) reconcile such estimate upon receipt of the final and actual billin accordance with subsection (c) below.(c) Notwithstanding anything to the contrary in this Section 2.07, within ten (10) days ofeach of the dates that is one hundred eighty-five (185) days, three hundred sixty-five (365) days,and seven hundred thirty days (730) days after the Closing Date (each, a “ReconciliationDate”), the Parties shall undertake the following with respect to the period between theClosing Date and the first Reconciliation Date thereafter and each Reconciliation Date and the nextReconciliation Date thereafter, as applicable (each, a “Reconciliation Period”):(i) With respect to any amounts included in the Delta Prorations for whichcurrent bills were not available or amounts subject to proration were nototherwise immediately ascertainable as of the    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Closing Date and were thereforeestimated for purposes of determining the Delta Proration Payment at Closing, andwhich amounts have not already been reconciled and finalized on a priorReconciliation Date, US Airways shall provide a copy of the final bill or thefinal determination setting out the actual amounts due and reprorate such actualamounts between the Parties as of the Closing Date;(ii) With respect to any unpaid and delinquent Delta Receivables collectedafter the Closing Date and received during an applicable Reconciliation Period,(a) if Delta collects any such unpaid or delinquent Delta Receivables which USAirways is entitled to hereunder, Delta shall, within fifteen (15) days after thereceipt thereof, deliver to US Airways any such Delta Receivables and include suchamounts in the reconciliation calculations for the applicable ReconciliationPeriod as an amount paid to US Airways, and (b) if US Airways collects any unpaidor delinquent Delta Receivables which Delta is entitled to hereunder, US Airwaysshall, within fifteen (15) days after the receipt thereof, deliver to Delta anysuch Delta Receivables and include such amounts in the reconciliation calculationsfor the applicable Reconciliation Period as an amount paid to Delta. Delta and USAirways agree that all Delta Receivables received by Delta or US Airways after theClosing Date shall be applied first to current Delta Receivables and then todelinquent Delta Receivables, if any, in inverse order of maturity. In the eventthat there shall be any Delta Receivables which, although relating to a periodprior to Closing, do not become due and payable until after Closing (such asyear-end common area expense reimbursements, insurance, operating expenses, taxes,and the like), then any such Delta Receivables received by US Airways subsequentto Closing shall, to the extent applicable to a period extending through theClosing Date, be prorated between theParties as of the Closing Date and US Airways shall include such amounts inthe reconciliation calculation as an amount payable to Delta;(iii) With respect to each Reconciliation Period, US Airways shall promptlyremit to Delta any amount that is owed to Delta pursuant to the reconciliationsfor such Reconciliation Period; provided, however, that if it isdetermined that Delta owes any amount to US Airways pursuant to suchreconciliation, US Airways shall provide notice of such amount to Delta, togetherwith reasonable back-up information and calculations evidencing such amounts, andDelta shall, upon receipt of such notice, promptly remit such amount to USAirways; and(iv) Notwithstanding anything to the contrary contained herein, with respectto any amounts to be prorated hereunder    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**that are customarily calculated based upontotal enplaned passengers, number of flights or other activity-based measure, theParties shall prorate such amounts based upon their respective enplanements,number of flights or other activity-based measure during the period each of theParties had possession of the applicable facilities, and each Party shall shareall necessary information with the other Party, upon reasonable request, for thepurposes of making such calculations.(d) With respect to any unpaid and delinquent Delta Receivables collected after the finalReconciliation Date, (a) if Delta collects any unpaid or delinquent Delta Receivables which USAirways is entitled to hereunder relating to the Closing Date and any period thereafter, Deltashall promptly pay such amounts to US Airways after receipt, and (b) if US Airways collects anyunpaid or delinquent Delta Receivables which Delta is entitled to hereunder relating to the periodprior to the Closing Date, US Airways shall promptly pay such amounts to Delta after receipt.(e) To the extent Delta in good faith disagrees with the amount of any demand for, or noticeof, proration payments described in Section 2.07 or Section 3.07, within sixty (60) days followingreceipt of such demand or notice, Delta shall provide written notice to US Airways of suchdisagreement (a “Delta Reconciliation Notice”), which Delta Reconciliation Notice shallcontain specific items of disagreement and reasons therefor, and Delta shall thereafter have theright to audit US Airways’ books and records related to such prorations (within the time periodsset forth in this subsection and upon reasonable prior notice). In connection with any resolutionof a dispute, US Airways shall use its reasonable best efforts to (i) provide to Delta allinformation, books and records reasonably requested by Delta in connection with the preparation ofsuch prorations and (ii) make available to Delta and its representatives the appropriate personnelof US Airways involved in the preparation of the prorations or who have information relating to theamounts prorated, during normal business hours and withoutunreasonable disruption of such personnel’s normal business activities. The failure of Deltato object by written notice within such sixty (60) day period will constitute Delta’s acceptance ofthe amount of each demand for, or notice of, the proration payments required to be made pursuant toSection 2.07 or Section 3.07 as of such Reconciliation Date; provided that, notwithstandinganything in this Agreement to the contrary, the Parties expressly agree that (A) nothing containedherein shall be construed as a transfer or assignment to US Airways by Delta of Delta’s right,title or interest in and to any asset, payment or amount to the extent such asset, payment oramount does not constitute a Delta Transferred Asset, and (B) nothing contained herein shall beconstrued as an assumption by US Airways of any Liability to the extent such Liability is not anAssumed Delta Liability. If Delta elects to conduct an audit, such audit shall be diligentlypursued and completed within forty-five (45) days of delivery of the applicable DeltaReconciliation Notice and receipt of all information reasonably requested by Delta to conduct suchaudit in accordance with the terms hereof. If such audit shows a shortfall in the prorationpayments due and payable to Delta, subject to dispute as set forth below,    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**US Airways shall pay toDelta, within ten (10) days after written demand therefore, the amount of such shortfall. If USAirways disputes such audit findings or Delta and US Airways are unable to resolve any disagreementwithin twenty (20) Business Days of the completion of the audit, the items in dispute shall beresolved by the Independent Accountant. Promptly, but not later than thirty (30) days after itsacceptance of appointment hereunder, the Independent Accountant will determine (based solely uponrepresentations of Delta and US Airways and copies of documentation produced by Delta or US Airwayspursuant to this Section 2.07, and not otherwise by independent review) only those matters indispute, and will render a written report as to the disputed matters and the resulting amount ofsuch disputed proration payments, which report shall be conclusive and binding upon the Parties.The fees, expenses and costs of the Independent Accountant shall be borne by the Party againstwhich a decision shall be rendered.(f) All prorations made under this Section 2.07 shall be based on the number of days Deltaowns or leases the applicable Delta Properties in the month or year, as applicable, in which theClosing occurs.(g) The provisions of this Section 2.07 shall survive Closing until the final ReconciliationDate (except with respect to Section 2.07(d), which shall survive indefinitely and Section 2.07(e)which shall survive to the resolution of any objections made with respect to the finalReconciliation Period), subject to the resolution (or deemed resolution) of any object or disputewith respect to any reconciliations in accordance with the terms of subsection (e) of Section 2.07and Section 3.07.ARTICLE IIIPurchase and Sale of the US Airways Transferred AssetsSection 3.01 Purchase and Sale of the US Airways Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, USAirways shall:(a) sell, convey, assign, transfer and deliver to Delta and/or its Affiliates, and Delta shallpurchase, assume, acquire and accept transfer and assignment of, the following rights, interests,assets and property, real and personal, tangible and intangible, free and clear of all Liens otherthan Permitted Liens (the “US Airways Transferred Assets”):(i) the LaGuardia Slots;(ii) the US Airways Brazilian Route Authorities;(iii) the US Airways LaGuardia Tangible Personal Property;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(iv) the US Airways LaGuardia Contracts;(v) the US Airways LaGuardia Parking Permits;(vi) the US Airways LaGuardia Permits;(vii) the East End Terminal Lease;(viii) the Shuttle Terminal Lease;(ix) the Existing GSE Facilities Permit;(x) any right, title and interest of US Airways in the Bond Accounts (subjectto the rights of US Airways as set forth in Section 7.18); and(xi) security deposits referenced in Section 3.07(b)(ii)(A).Section 3.02 Excluded US Airways Assets. Notwithstanding anything herein to the contrary, from and after the Closing, US Airways shallretain all of its existing right, title and interest in and to, and US Airways shall exclude fromthe sale, conveyance, assignment or transfer to Delta hereunder, and the US Airways TransferredAssets shall not include, US Airways’ right, title, interest to, the following assets(collectively, the “Excluded US Airways Assets”):(a) all rights of US Airways under this Agreement, any Ancillary Documents to which US Airwaysis a party, and any claims in respect thereof;(b) subject to the provisions of Section 7.18 below, all receivables, credits and other claimsaccruing under the US Airways LaGuardia Leases, the US Airways LaGuardia Contracts and the USAirways LaGuardia Permits prior to consummation of the Closing;(c) Tax refunds for any period prior to the Closing Date with respect to any US AirwaysTransferred Asset and related rights and claims;(d) any insurance claims with respect to any event, claim or loss with respect to any USAirways Transferred Assets occurring prior to consummation of the Closing subject to anyobligations of US Airways to replace or restore damage or destruction to the US Airways LaGuardiaProperties pursuant to Section 7.01(c);(e) security deposits referenced in Section 3.07(b)(ii)(B); and(f) the *****.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 3.03 Assumed US Airways Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Deltashall assume only the following liabilities and obligations of US Airways (collectively the“Assumed US Airways Liabilities”) and no other liabilities or obligations:(a) the obligations and liabilities of US Airways under the US Airways LaGuardia Leases, theExisting GSE Facilities Permit, the US Airways LaGuardia Contracts, the US Airways LaGuardiaPermits, and the US Airways LaGuardia Parking Permits arising exclusively from, and accruingexclusively with respect to, the period after the consummation of the Closing; and(b) the obligations and liabilities of US Airways under the Assumed Bond Documents arisingexclusively from, and accruing exclusively with respect to, the period after the consummation ofthe Closing other than the US Airways Retained Bond Obligations.Section 3.04 Excluded US Airways Liabilities. Except as expressly provided in Section 3.03, the Assumed US Airways Liabilities will notinclude, Delta shall not assume or be liable for, and US Airways shall retain any other liability,obligation or commitment of US Airways (or which may be asserted against or imposed upon Delta as asuccessor or transferee of US Airways or as an acquirer of the US Airways Transferred Assets orotherwise as a matter of Law) of any kind or nature, whether or not arising out of or relating tothe US Airways Transferred Assets, whether direct or indirect, fixed or contingent, known orunknown, due or to become due, and whether or not an action has been initiated with respect to suchliabilities, obligations andcommitments prior to, on or after the Closing Date (collectively, the “Excluded US AirwaysLiabilities”). Without limiting the generality of the preceding sentence, the Excluded USAirways Liabilities shall include:(a) all Liabilities associated with any of the US Airways Transferred Assets, accrued,incurred or arising out of events, any act done or omitted, or any state of facts existing on orprior to the Closing Date, whether or not such Liabilities were known as of the date hereof or atthe Closing,(b) all Liabilities based upon, arising under or with respect to the Excluded US AirwaysAssets or the ownership, operation or use of any of the businesses or assets of US Airways or anyof its Affiliates, prior to the consummation of the Closing;(c) any Liability based upon, arising under or with respect to the US Airways LaGuardiaLeases, any US Airways LaGuardia Contracts, any US Airways LaGuardia Permits or any Assumed BondDocuments that (x) subject to Section 3.06, was not capable of being assigned to Delta as of theClosing until such time as any such US Airways LaGuardia Contract or US Airways LaGuardia Permithas effectively been    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**assigned, or the benefits thereof made available, to Delta, (y) is required bythe terms thereof to be discharged on or prior to the consummation of the Closing, or (z) relatesto or arises out of a breach or default by US Airways prior to the consummation of the Closing(including any event occurring at or prior to the consummation of the Closing that with the lapseof time or the giving of notice, or both, would become a breach or default) under the US AirwaysLaGuardia Leases, any US Airways LaGuardia Contracts or any US Airways LaGuardia Permits;(d) notwithstanding anything to the contrary in the Assignment and Assumption Agreement withrespect to the Port Authority Documents, (w) any Liability with respect to the Bond Obligations tothe extent accruing with respect to the period prior to Closing, (x) any Liability with respect tothe Bond Obligations arising out of, whether accruing with respect to the period prior to or afterClosing, a Bankruptcy Event involving US Airways or any of its successors or assigns, (y) anyLiability arising out of any failure by US Airways to pay any taxes or other amounts, the failureof which results in a lien on the facilities leased pursuant to the East End Terminal Lease that issenior in priority to the liens created in connection with the Bond Obligations, or (z) anyLiability related to the Eastern Shuttle Documents (the “US Airways Retained BondObligations”);(e) all indebtedness and other similar obligations of US Airways, obligations with respect toletters of credit and similar instruments, and other debt and all interest, penalties, fees andother amounts payable with respect thereto;(f) all Liabilities arising under Environmental Laws and relating to the US AirwaysTransferred Assets prior to the Closing Date or after the Closing Date during the term of the USAirways LaGuardia Facilities License, including without limitation, any fines, penalties, requiredcapital expenditures or other costs incurred after the Closing to the extent arising out of orrelated to violations of Environmental Law or the presence of Materials of Environmental Concern,or associated with any condition, or based on any fact or circumstance that occurred or existed onor prior to, and including, the Closing Date or after the Closing Date during the term of the USAirways LaGuardia Facilities License, whether or not such Liabilities were known on the date hereofor at Closing, including without limitation any and all Liability related to the *****;(g) all Liabilities arising out of or relating to any employees or former employees of USAirways or any of its Affiliates;(h) all Liabilities, direct or indirect, fixed or contingent, for Taxes including Liabilitiesof US Airways or any member of any affiliated group or any combined or consolidated group forfederal, state or other tax purpose of which US Airways is or has been a member, whenever incurred;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(i) except as provided in Section 7.10. any Liability for expenses incurred by US Airways inconnection with the sale of the US Airways Transferred Assets pursuant to this Agreement or othertransactions contemplated hereby;(j) Liabilities in respect of all litigation matters, arbitration proceedings, and all claims,actions, suits, proceedings or investigations pending or threatened against US Airways or any ofits Affiliates relating to the US Airways Transferred Assets or to any event occurring on or priorto the Closing Date; and(k) Liabilities arising by operation of law under any common law or statutory doctrine(including successor liability or de facto merger) and any other obligation or liabilityarising out of or relating to events or conditions occurring at or prior to the consummation of theClosing.Section 3.05 Delta Purchase Price. On the terms and subject to the conditions set forth herein, in reliance on the representations,warranties, covenants and agreements contained herein and in consideration of the sale, conveyance,assignment, transfer and delivery of the US Airways Transferred Assets and US Airways’ otherobligations set forth herein, at the Closing, in addition to the assumption of the Assumed USAirways Liabilities, Delta shall pay to US Airways an amount in cash equal to $***** (the“Delta Purchase Price”). The cash portion of the Delta Purchase Price shall be made bywire transfer of immediately available funds in accordance with the written payment instructionsfurnished by US Airways at least one Business Day prior to the Closing.Section 3.06 Consent of Third Parties. Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitutean agreement to assign any US Airways LaGuardia Contract or US Airways LaGuardia Permit set forthon Schedule 3.06 or any claim or right or any benefit arising thereunder or resultingtherefrom if an attempted assignment thereof, without the consent of a Third Party, wouldconstitute a breach or other contravention thereof or in any way adversely affect the rights ofDelta thereunder after the Closing. US Airways will use its reasonable best efforts to obtain theconsent of any such Third Party for the assignment to Delta of any such US Airways LaGuardiaContract or US Airways LaGuardia Permit. If such consent is not obtained prior to the consummationof the Closing, or if an attempted assignment thereof would be ineffective or would adverselyaffect the rights of US Airways thereunder so that Delta would not in fact receive all such rights,US Airways shall use its reasonable best efforts to provide Delta the benefits thereunder from andafter the Closing Date and Delta shall pay and perform the corresponding Assumed US AirwaysLiabilities thereunder to the extent Delta shall have received the benefits thereof. US Airwaysshall pay promptly to Delta when received all monies received by US Airways after the Closing Dateunder any such US Airways LaGuardia Contracts or US Airways LaGuardia Permits or any claim or rightor any benefit arising thereunder to the extent that Delta would be entitled thereto pursuanthereto. The provisions of this Section 3.06    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**shall in no way limit the conditions precedent setforth in Article VIII or the obligation of US Airways to seek consents prior to the Closing, andthe waiver by Delta of any such conditions precedent at the Closing shall in no way limit theobligations of US Airways contained in this Section 3.06. If and when any such consents shall beobtained, US Airways shall promptly assign its rights under the applicable US Airways LaGuardiaContract or US Airways LaGuardia Permit to Delta without payment of consideration and Delta shall,without payment of any consideration therefor, assume from and after the date of such assignmentthe obligations thereunder (but only to the extent that such obligations would have constitutedAssumed US Airways Liabilities if such assignment had occurred on the Closing Date).Section 3.07 US Airways Credits and Prorations.(a) Prorations shall be made with respect to the US Airways Transferred Assets pursuant tothis Section 3.07, with US Airways to bear that portion of such charges and expenses to the extentattributable to the US Airways Transferred Assets accruing prior to the Closing Date and to theextent the same are Excluded US Airways Liabilities, and Delta to bear that portion of such chargesand expenses to the extent attributable to the US Airways Transferred Assets accruing on and afterthe Closing Date and to the extent the same are Assumed US Airways Liabilities. The followingshall be apportioned with respect to the US Airways Transferred Assets as of12:01 a.m. on the Closing Date as if Delta was vested with title to such US AirwaysTransferred Assets during the entire Closing Date (the “US Airways Prorations”):(i) Rents, fees, charges, and other amounts payable under the US AirwaysLaGuardia Leases, the US Airways LaGuardia Contracts and the US Airways LaGuardiaPermits;(ii) taxes and assessments (including, without limitation, personal propertytaxes on the US Airways Tangible Personal Property) levied against the US AirwaysTransferred Assets (the “US Airways LaGuardia Properties Taxes andAssessments”);(iii) gas, electricity and other utility charges to be apportioned at Closingon the basis of the most recent meter reading occurring prior to Closing (datednot more than fifteen (15) days prior to the Closing Date) or, if unmetered, onthe basis of a current bill for each such utility;(iv) all Rents, fees, charges, and other amounts payable to US Airways, ifany, pursuant to each of the US Airways Contracts (the “US Airways LaGuardiaReceivables”); and    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(v) any maintenance and operating expenses pertaining to the US AirwaysTransferred Assets, or any other items pertaining to the US Airways TransferredAssets which are customarily prorated between a purchaser and a seller of similarassets in New York City.(b) Notwithstanding anything to the contrary in the foregoing subsection, at Closing:(i) US Airways shall pay to Delta (or set off against amounts owed by Deltapursuant to Section 2.07(b)) an amount in cash equal to the sum that is owed toDelta as of the Closing Date pursuant to this Section 3.07 (the “US AirwaysProration Payment”); provided, however, that to the extent the US AirwaysProration Payment is negative, Delta shall make such payment to US Airways as ifit were a Delta Proration Payment in accordance with Section 2.07(b)(i). To theextent the US Airways Proration Payment is not set off against amounts owed byDelta to US Airways pursuant to Section 2.07(b), US Airways shall pay the USAirways Proration Payment by wire transfer of immediately available funds inaccordance with the written payment instructions furnished by Delta to US Airwaysat least one Business Day prior to the Closing;(ii) (A) US Airways shall deliver to Delta the amount of any securitydeposits actually held, or required to be held by US Airways pursuant to any ofthe US Airways LaGuardia Contracts (to the extent such security deposits have notbeen applied against delinquent rents or otherwise as provided in the applicableUS Airways LaGuardia Contract) as part of the US Airways Proration Payment and(B) subject to the provisions of Section 7.18 below, Delta shall deliver to USAirways the amount of all cash deposits and cash, and shall replace all otherdeposits, in each case that have been posted by or on behalf of US Airways withrespect to the US Airways Transferred Assets; and(iii) In the event current bills are not available or amounts subject toproration are not otherwise immediately ascertainable at Closing (including,without limitation, any US Airways Properties Taxes and Assessments), US Airwaysshall (A) estimate such amount based on the most recently ascertainable bill forpurposes of calculating the US Airways Proration Payment and (B) reconcile suchestimate upon receipt of the final and actual bill in accordance with subsection(c) below.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(c) Notwithstanding anything to the contrary in this Section 3.07, within ten (10) days ofeach Reconciliation Date, the Parties shall undertake the following with respect to eachReconciliation Period:(i) With respect to any amounts included in the US Airways Prorations forwhich current bills were not available or amounts subject to proration were nototherwise immediately ascertainable as of the Closing Date and were thereforeestimated for purposes of determining the US Airways Proration Payment at Closing,and which amounts have not already been reconciled and finalized on a priorReconciliation Date, Delta shall provide a copy of the final bill or the finaldetermination setting out the actual amounts due and reprorate such actual amountsbetween the Parties as of the Closing Date;(ii) With respect to any unpaid and delinquent US Airways LaGuardiaReceivables collected after the Closing Date and received during an applicableReconciliation Period, (a) if US Airways collects any such unpaid or delinquent USAirways LaGuardia Receivables which Delta is entitled to hereunder, US Airwaysshall, within fifteen (15) days after the receipt thereof, deliver to Delta anysuch US Airways Receivables and include such amounts in the reconciliationcalculations for the applicable Reconciliation Period as an amount paid to Delta,and (b) if Delta collects any unpaid or delinquent US Airways LaGuardiaReceivables which US Airways is entitled to hereunder, Delta shall, within fifteen(15) days after the receipt thereof, deliver to USAirways and such US Airways Receivables and include such amounts in thereconciliation calculations for the applicable Reconciliation Period as an amountpaid to US Airways. US Airways and Delta agree that all US Airways LaGuardiaReceivables received by US Airways or Delta after the Closing Date shall beapplied first to current US Airways LaGuardia Receivables and then to delinquentUS Airways LaGuardia Receivables, if any, in inverse order of maturity. In theevent that there shall be any US Airways LaGuardia Receivables which, althoughrelating to a period prior to Closing, do not become due and payable until afterClosing (such as year-end common area expense reimbursements, insurance, operatingexpenses, taxes, and the like), then any such US Airways LaGuardia Receivablesreceived by Delta subsequent to Closing shall, to the extent applicable to aperiod extending through the Closing Date, be prorated between the Parties as ofthe Closing Date and Delta shall include such amounts in the reconciliationcalculation as an amount payable to US Airways;(iii) With respect to each Reconciliation Period, Delta shall promptly remitto US Airways any amount that is owed to US    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Airways pursuant to thereconciliations for such Reconciliation Period; provided, however,that if it is determined that US Airways owes any amount to Delta pursuant to suchreconciliation, Delta shall provide notice of such amount to US Airways, togetherwith reasonable back-up information and calculations evidencing such amounts, andUS Airways shall, upon receipt of such notice, promptly remit such amount toDelta; and(iv) Notwithstanding anything to the contrary contained herein, with respectto any amounts to be prorated hereunder that are customarily calculated based upontotal enplaned passengers, number of flights or other activity-based measure, theParties shall prorate such amounts based upon their respective enplanements,number of flights or other activity-based measure, during the period each Partyhad possession of the applicable facilities, and each Party shall share allnecessary information with the other Party, upon reasonable request, for thepurposes of making such calculations.(d) With respect to any unpaid and delinquent US Airways Receivables collected after the finalReconciliation Date, (a) if US Airways collects any unpaid or delinquent US Airways Receivableswhich Delta is entitled to hereunder relating to the Closing Date and any period thereafter, USAirways shall promptly pay such amounts to Delta after receipt, and (b) if Delta collects anyunpaid or delinquent US Airways Receivables which US Airways is entitled to hereunder relating tothe period prior to the Closing Date, Delta shall promptly pay such amounts to US Airways after receipt.(e) To the extent US Airways in good faith disagrees with the amount of any demand for, ornotice of, proration payments described in Section 2.07 or Section 3.07, within sixty (60) daysfollowing receipt of such demand or notice, US Airways shall provide written notice to Delta ofsuch disagreement (a “US Airways Reconciliation Notice”), which US Airways Reconciliation Noticeshall contain specific items of disagreement and reasons therefor, and US Airways shall thereafterhave the right to audit Delta’s books and records related to such prorations (within the timeperiods set forth in this subsection and upon reasonable prior notice). In connection with anyresolution of a dispute, Delta shall use its reasonable best efforts to (i) provide to US Airwaysall information, books and records reasonably requested by US Airways in connection with thepreparation of such prorations and (ii) make available to US Airways and its representatives theappropriate personnel of Delta involved in the preparation of the prorations or who haveinformation relating to the amounts prorated, during normal business hours and without unreasonabledisruption of such personnel’s normal business activities. The failure of US Airways to object bywritten notice within such sixty (60) day period will constitute US Airways’ acceptance of theamount of each demand for, or notice of, the proration payments required to be made pursuant toSection 2.07 or Section    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**3.07 as of such Reconciliation Date; provided that, notwithstandinganything in this Agreement to the contrary, the Parties expressly agree that (A) nothing containedherein shall be construed as a transfer or assignment to Delta by US Airways of US Airways’ right,title or interest in and to any asset, payment or amount to the extent such asset, payment oramount does not constitute a US Airways Transferred Asset, and (B) nothing contained herein shallbe construed as an assumption by Delta of any Liability to the extent such Liability is not anAssumed US Airways Liability. If US Airways elects to conduct an audit, such audit shall bediligently pursued and completed within forty-five (45) days of delivery of the applicable USAirways Reconciliation Notice and receipt of all information reasonably requested by Delta toconduct such audit in accordance with the terms hereof. If such audit shows a shortfall in theproration payments due and payable to US Airways, subject to dispute as set forth below, Deltashall pay to US Airways, within ten (10) days after written demand therefore, the amount of suchshortfall. If Delta disputes such audit findings or US Airways and Delta are unable to resolve anydisagreement within 20 Business Days of the completion of the audit, the items in dispute shall beresolved by the Independent Accountant. Promptly, but not later than thirty (30) days after itsacceptance of appointment hereunder, the Independent Accountant will determine (based solely uponrepresentations of Delta and US Airways and copies of documentation produced by Delta or US Airwayspursuant to this Section 3.07, and not otherwise by independent review) only those matters indispute, and will render a written report as to the disputed matters and the resulting amount ofsuch disputed proration payments, which report shall be conclusive and binding upon theParties. The fees, expenses and costs of the Independent Accountant shall be borne by theParty against which a decision shall be rendered.(f) All prorations made under this Section 3.07 shall be based on the number of days USAirways owns or leases the applicable US Airways LaGuardia Property in the month or year, asapplicable, in which the Closing occurs.(g) The provisions of this Section 3.07 shall survive Closing until the final ReconciliationDate (except with respect to Section 3.07(d), which shall survive indefinitely and Section 3.07(e)which shall survive to the resolution of any objections made with respect to the finalReconciliation Period), subject to the resolution (or deemed resolution) of any object or disputewith respect to any reconciliations in accordance with the terms of subsection (e) of Section 2.07and Section 3.07.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**ARTICLE IVClosingSection 4.01 Closing. The consummation of the purchase, assignment and transfer of all right, title and interest inand to the Transferred Assets contemplated hereby (the “Closing”), shall take place on thefifth Business Day after all the conditions set forth in Article VIII have been satisfied or waived(other than those conditions that by their nature are to be satisfied at the Closing, but subjectto the satisfaction or waiver of those conditions at the Closing), or on such other date as USAirways and Delta may agree in writing. The Closing shall be held no later than 10:00 a.m.,Chicago time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 155 N. Wacker Drive,Chicago, Illinois, 60606, or such other time or place as US Airways and Delta may agree in writing(the date on which the Closing takes place being the “Closing Date”).Section 4.02 Deliveries by Delta. Delta shall deliver to US Airways the items described in this Section 4.02:(a) Deliveries by Delta with respect to the sale of the Delta Transferred Assets:(i) a duly executed counterpart of each of the Assignment and Assumption Agreementsassigning from Delta to US Airways the Delta LaGuardia Leases;(ii) a duly executed counterpart of the Assignment and Assumption Agreement assigningfrom Delta to US Airways each of the Delta LaGuardia Contracts and the Delta LaGuardiaPermits,(iii) a duly executed Bill of Sale by Delta to US Airways with respect to the DeltaTangible Personal Property;(iv) the Related Real Estate Documents of Delta applicable to the Delta TransferredAssets;(v) a copy of each of the Delta Required Consents (duly executed by Delta, ifapplicable);(vi) instruments of conveyance or consents to assignment for the transfer of the DCASlots, in form and substance reasonably satisfactory to US Airways, duly executed by Delta;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(vii) instruments of conveyance or consents to assignment for the transfer of the***** Slots/Frequencies, in form and substance reasonably satisfactory to US Airways, dulyexecuted by Delta;(viii) instruments of conveyance or consents to assignment for the transfer of theDelta Brazilian Route Authorities, in form and substance reasonably satisfactory to USAirways, duly executed by Delta;(ix) release of security interests in any Delta Transferred Assets by Delta’s orNorthwest’s lenders and applicable UCC termination statements, in each case, in form andsubstance reasonably satisfactory to US Airways;(x) the certification referred to in Section 6.16(a); and(xi) all other agreements, documents, certificates, instruments or writingscontemplated or described herein or as reasonably requested by US Airways in connectionherewith.(b) Deliveries by Delta with respect to the purchase of the US Airways Transferred Assets:(i) a duly executed counterpart of each of the Assignment and AssumptionAgreements assigning from US Airways to Delta the US Airways LaGuardia Leases, theExisting GSE Facilities Permit, the US Airways LaGuardia Parking Permits and thePort Approval Bond Documents;(ii) a duly executed counterpart of the Assignment and AssumptionAgreement(s) with respect to any Assumed Bond Documents that are not Port ApprovalBond Documents;(iii) a duly executed counterpart of the Assignment and Assumption Agreementassigning from US Airways to Delta each of the US Airways LaGuardia Contracts andthe US Airways LaGuardia Permits;(iv) a duly executed notice and acknowledgement to be delivered pursuant toSection 7.18; and(v) all other agreements, documents, certificates, instruments or writingscontemplated or described herein or as reasonably requested by US Airways inconnection herewith.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(c) Deliveries by Delta with respect to post-Closing agreements:(i) a duly executed counterpart of the Delta Marine Air Terminal License;(ii) a duly executed counterpart of the US Airways LaGuardia FacilitiesLicense;(iii) a duly executed counterpart of the US Airways LaGuardia FacilitiesSublease;(iv) a duly executed counterpart of the DCA Slot Lease;(v) a duly executed counterpart of the LaGuardia Slot Lease; and(vi) a duly executed counterpart of the ***** Slot Lease.Section 4.03 Deliveries by US Airways. US Airways shall deliver to Delta the items described in this Section 4.03:(a) Deliveries by US Airways with respect to the sale of the US Airways Transferred Assets:(i) a duly executed counterpart of each of the Assignment and AssumptionAgreements assigning from US Airways to Delta the US Airways LaGuardia Leases, theExisting GSE Facilities Permit, the US Airways LaGuardia Parking Permits and thePort Approval Bond Documents;(ii) a duly executed counterpart of the Assignment and AssumptionAgreement(s) with respect to any Assumed Bond Documents that are not Port ApprovalBond Documents;(iii) a duly executed counterpart of the Assignment and Assumption Agreementassigning from Delta to US Airways each of the US Airways LaGuardia Contracts andthe US Airways LaGuardia Permits;(iv) a duly executed Bill of Sale by US Airways to Delta with respect to theUS Airways LaGuardia Tangible Personal Property;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(v) the Related Real Estate Documents of US Airways applicable to the USAirways Transferred Assets;(vi) a copy of each of the US Airways Required Consents (duly executed by USAirways, if applicable);(vii) instruments of conveyance or consents to assignment for the transfer ofthe LaGuardia Slots, in form and substance reasonably satisfactory to Delta, dulyexecuted by US Airways;(viii) instruments of conveyance or consents to assignment for the transferof the US Airways Brazilian Route Authorities, in form and substance reasonablysatisfactory to Delta, duly executed by US Airways;(ix) release of security interest in any US Airways Transferred Assets by USAirways’ lenders and applicable UCC-3 termination statements, in each case, inform and substance reasonably satisfactory to Delta;(x) the certification referred to in Section 5.16(a);(xi) a duly executed notice and acknowledgement to be delivered pursuant toSection 7.18; and(xii) all other agreements, documents, certificates, instruments or writingscontemplated or described herein or as reasonably requested by Delta in connectionherewith.(b) Deliveries by US Airways with respect to the purchase of the Delta Transferred Assets:(i) a duly executed counterpart of each of the Assignment and Assumption Agreementsassigning from Delta to US Airways the Delta LaGuardia Leases;(ii) a duly executed counterpart of the Assignment and Assumption Agreements assigningfrom Delta to US Airways each of the Delta LaGuardia Contracts and the Delta LaGuardiaPermits; and(iii) all other agreements, documents, certificates, instruments or writingscontemplated or described herein or as reasonably requested by US Airways in connectionherewith.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(c) Deliveries by US Airways with respect to post-Closing agreements:(i) a duly executed counterpart of the Delta Marine Air Terminal License;(ii) a duly executed counterpart of the US Airways LaGuardia FacilitiesLicense;(iii) a duly executed counterpart of the US Airways LaGuardia FacilitiesSublease;(iv) a duly executed counterpart of the DCA Slot Lease;(v) a duly executed counterpart of the LaGuardia Slot Lease; and(vi) a duly executed counterpart of the ***** Slot Lease. Section 4.04 Contemporaneous Effectiveness. All acts and deliveries prescribed by this Article IV and the payment of the US Airways PurchasePrice and the Delta Purchase Price, regardless of chronological sequence, will be deemed to occurcontemporaneously and simultaneously on the occurrence of the last act or delivery, and none ofsuch acts or deliveries will be effective until the last of the same has occurred.ARTICLE VRepresentations and Warranties of US AirwaysUS Airways represents and warrants to Delta that the statements contained in this Article Vare true and correct as of the date hereof and as of the Closing Date (except to the extentexpressly relating to a specific date, in which event it shall be true and correct as of the suchdate), except as set forth in the disclosure schedule delivered by US Airways to Delta at or beforethe execution and delivery by US Airways of this Agreement (the “US Airways DisclosureSchedule”), which US Airways Disclosure Schedule refers to the specific section of therepresentations and warranties that is qualified by such disclosure and qualifies such othersection or subsection of the US Airways Disclosure Schedule to which the relevance of such item isreadily apparent on the face of such disclosure.Section 5.01 Organization, Standing and Power. US Airways is a corporation duly organized and validly existing under the laws of itsjurisdiction of organization and has the requisite corporate or other organizational power andauthority    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**to own, lease or otherwise hold the US Airways Transferred Assets and operate such assetsas presently operated. US Airways is qualified or licensed to do business as a foreign corporationand is in good standing in each jurisdiction listed on Schedule 5.01, which are the onlyjurisdictions where US Airways’ ownership or use of the US Airways Transferred Assets requires itto be so qualified or licensed, with such exceptions as do not and would not reasonably beexpected, individually or in the aggregate, to have a US Airways Material Adverse Effect.Section 5.02 Authority; Execution and Delivery; Enforceability. US Airways has all requisite corporate power and authority to execute and deliver this Agreementand all agreements and instruments that are contemplated hereby (the “Ancillary Documents”)to be executed by US Airways, to perform its obligations hereunder and thereunder and to consummatethe transactions contemplated hereby or thereby. The execution, delivery and performance by USAirways of this Agreement and each of the Ancillary Documents to be executed by US Airways has beenduly authorized by all necessary action on the part of US Airways, and no other corporate action onthe part of US Airways or its shareholders is necessary to authorize the execution, delivery andperformance of this Agreement or any of the Ancillary Documents to be executed by US Airways or theconsummation by US Airways of the transactions contemplated hereby or thereby. This Agreement hasbeen, and the Ancillary Documents to be executed by US Airways will, at the Closing, have been,duly executed and delivered by US Airways, and, assuming the due authorization, execution anddelivery by the other Parties, constitutes (or will constitute at the Closing, as applicable) thelegal, valid and binding obligations of US Airways enforceable against it in accordance with theirrespective terms.Section 5.03 No Conflicts. Except as set forth on Schedule 5.03, the execution and delivery by US Airways of thisAgreement and the Ancillary Documents to be executed by US Airways do not, and the performance byit of its obligations hereunder and thereunder and the consummation by US Airways of thetransactions contemplated hereby and thereby do not and will not conflict with, or result in anyviolation of or default (with or without notice or lapse of time, or both) under, require anyconsent, waiver or approval under, give rise to a right of termination, cancellation oracceleration of any right or obligation or loss of a benefit under, or result in the creation ofany Lien upon any of the US Airways Transferred Assets or give any others any interests or rightstherein, under any provision of (i) the US Airways Charter or the US Airways Bylaws, (ii) anyContract or Permit to which US Airways is a party or by which any of the US Airways TransferredAssets is bound or (iii) subject to making the government filings and obtaining the consents andapprovals referred to in Section 5.04, any judgment, order, decree, statute, law, ordinance, ruleor regulation applicable to US Airways or any of the US Airways Transferred Assets or by which USAirways or any of the US Airways Transferred Assets is or may be bound other than in the case ofclauses (ii) and (iii) above, any such conflicts, violations, defaults, rights, losses, Liens,restrictions or failure to obtain consents, waivers or approvals which do not, and would    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**not be reasonably expected, individually or in the aggregate, to have a US Airways Material AdverseEffect.Section 5.04 Consents. Except as set forth on Schedule 5.04, the execution, delivery and performance by USAirways of the Agreement and the Ancillary Documents to be executed by US Airways do not, and theconsummation by US Airways of the transactions contemplated hereby and thereby do not and will not,require any consent, approval, license, permit, order, qualification, waiver or authorization of,or registration with or other action by, or any filing with or notification to, any GovernmentalAuthority (each, a “Governmental Approval”) to be obtained or made by US Airways or itsAffiliates (the “US Airways Required Consents”).Section 5.05 Litigation. Except as set forth on Schedule 5.05(a), there is no Action pending or, to US Airways’Knowledge, threatened (a) as of the date of this Agreement, seeking to restrain or prohibit theconsummation of the transactions contemplated by this Agreement or the Ancillary Documents, (b) asof the date of this Agreement, seeking to prohibit or limit the ownership or operation by USAirways of the US Airways Transferred Assets or any portion thereof, or (c) which otherwise has orreasonably would be expected, individually or in the aggregate, to have a US Airways MaterialAdverse Effect. Except for applicable DOT and FAA statutes and 14 CFR §93 and as set forth onSchedule 5.05(b), there are no judgments, orders or decrees of any arbitrator or any otherGovernmental Authority binding on US Airways that relate to the US Airways Transferred Assets orotherwise affect the US Airways Transferred Assets.Section 5.06 Compliance with Applicable Laws. Except as set forth on Schedule 5.06, the use and operation by US Airways of the USAirways Transferred Assets and the conduct of its business as it relates to the US AirwaysTransferred Assets comply with all Laws, including without limitation all applicable operatingcertificates and authorities, and all other rules, regulations, directives and policies (which forthe purposes of this Section 5.06 would not include any terms and conditions of any US AirwaysLaGuardia Leases, the Existing GSE Facilities Permit, or US Airways LaGuardia Parking Permits) ofthe FAA, DOT, the MWAA, the Port and all other Governmental Authorities having jurisdiction overthe US Airways Transferred Assets except for such non-compliance as do not and would not reasonablybe expected, individually or in the aggregate, to have a US Airways Material Adverse Effect.Section 5.07 Undisclosed Liabilities. Except for obligations arising after the consummation of the Closing under Assumed US AirwaysContracts and as set forth on Schedule 5.07, US Airways does not have any obligations,liabilities or commitments of any nature (whether direct or indirect, fixed or contingent, known orunknown, due or to become due, accrued or otherwise, and whether or not determined ordeterminable), and to the Knowledge of US Airways, there is no existing condition, situation or setof circumstances which would be expected to result in such an obligation,    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**liability or commitmentthat, in any such case, would constitute an Assumed US Airways Liability.Section 5.08 Title to Assets. Except as set forth on Schedule 5.08, US Airways has good and valid title to, or holdsby valid and existing leases or licenses for, all of the US Airways Transferred Assets (excludingthe US Airways LaGuardia Leases, the Existing GSE Facilities Permit and the US Airways LaGuardiaParking Permits, which are addressed in Section 5.13), free and clear of all Liens other thanPermitted Liens. Neither US Airways nor any of its Affiliates has signed any financing statementunder the UCC or any security agreement authorizing any secured party thereunder to file any suchfinancing statement with respect to any of the US Airways Transferred Assets (excluding the realproperty assets which are addressed in Section 5.13) except with respect to Liens that will bereleased at or prior to Closing. At the Closing, US Airways will convey to Delta good and validtitle to all of the US Airways Transferred Assets (excluding the US Airways LaGuardia Leases whichare addressed in Section 5.13), free and clear of all Liens other than Permitted Liens.Section 5.09 Condition of Assets. Except as set forth on Schedule 5.09, all equipment included in the US AirwaysTransferred Assets is in operating condition (taking into account the age of such assets), ordinarywear and tear excepted.Section 5.10 Assumed US Airways Contracts. Schedule 5.10 lists each Assumed US Airways Contract in effect on the date hereof. EachAssumed US Airways Contract (excluding for purposes of this sentence only the US Airways LaGuardiaLeases, Existing GSE Facilities Permit, and US Airways LaGuardia Parking Permits which areaddressed in Section 5.13) is a legal, valid and binding obligation of US Airways and, to theKnowledge of US Airways, each other party to such Assumed US Airways Contract. Each Assumed USAirways Contract is enforceable against US Airways and, to the Knowledge of US Airways, each otherparty to such Assumed US Airways Contract in accordance with its terms (subject in each case to theeffect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation,liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter ineffect relating to or affecting creditors’ rights and remedies generally and subject, as toenforceability, to the effect of general equitable principles (regardless of whether enforcement issought in a proceeding in equity or at law)). Except as set forth on Schedule 5.10, noneof US Airways or, to the Knowledge of US Airways, any other party to an Assumed US AirwaysContract, is in breach of, or default under, any Assumed US Airways Contract, US Airways has notwaived in writing any right under any Assumed US Airways Contract, there are no unresolved materialdisputes under any of the Assumed US Airways Contracts, and, to the Knowledge of US Airways, theredoes not exist any event, condition or omission, whether after notice or lapse of time or both,that would constitute a material breach or material violation of, or material default by, USAirways or, to the Knowledge of US Airways, any other party under, any Assumed US Airways Contract.US Airways has not given to or received from any other Person, at    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**any time since January 1, 2008,any written communication regarding any actual, alleged, possible or potential violation or breachof, or default under, any Assumed US Airways Contracts. Copies of all written, and a descriptionof all oral, Assumed US Airways Contracts, together with all modifications, amendments andsupplements thereto, have been provided to Delta prior to the date of this Agreement.Section 5.11 Slots. Schedule 5.11 sets forth a true, correct and complete list of the LaGuardia Slots,including identification of all such LaGuardia Slots. US Airways is in compliance in all materialrespects with the requirements of the regulations and orders issued by FAA and DOT and any otherLaws and requirements with respect to such LaGuardia Slots. Other than Order 2006-25755-82, as ofthe date hereof, US Airways has not received, within the last three (3) years, any notice, and hasno Knowledge, of any proposed withdrawal of, or contemplated restriction with respect to any of theLaGuardia Slots by the FAA, the DOT or any other Governmental Authority. The LaGuardia Slots havenot been designated for the provision of essential air services in accordance with the regulations issuedunder the Federal Aviation Act, were not acquired pursuant to 14 C.F.R. § 93.219 and have not beendesignated for international operations, as more fully detailed in 14 C.F.R. § 93.217. During theperiod two months prior to the date hereof and the Closing Date, US Airways has used or caused theuse of each LaGuardia Slot in compliance with FAA’s Order, Operating Limitations at New YorkLaGuardia Airport, Docket No. FAA 2006-25755-82 dated December 13, 2006, published in the FederalRegister at 71 Fed. Reg. 77854 (Dec. 27, 2006)), as such order may be amended or re-codified fromtime to time, as may have been required to protect such LaGuardia Slot’s authorization fromtermination or withdrawal under regulations established by any Governmental Authority or airportauthority. All reports required by the FAA or any Governmental Authority relating to the LaGuardiaSlots during the past three years have been filed in a timely manner.Section 5.12 Insurance. US Airways has in place insurance policies with respect to the US Airways Transferred Assets, inamounts and types that are customary in the industry for similar assets, and all such policies arein full force and effect.Section 5.13 Real Property.(a) Except as set forth on Schedule 5.13(a), US Airways has a legal, valid, andbinding leasehold interest in each of the US Airways LaGuardia Leases and a legal, valid andbinding interest in the Existing GSE Facilities Permit and each of the US Airways LaGuardia ParkingPermits, in each case free and clear of all Liens, except Permitted Liens.(b) There are no pending, or to the Knowledge of US Airways, threatened, appropriation,condemnation, eminent domain or like proceedings relating to the US Airways LaGuardia Leased RealProperty.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(c) There are no outstanding options, rights of first offer or refusal, rights of termination,or other pre-emptive rights or purchase rights with respect to the interest of US Airways in all orany portion of the US Airways LaGuardia Leased Real Property, except as may be set forth in theapplicable US Airways LaGuardia Lease, Existing GSE Facilities Permit, or US Airways LaGuardiaParking Permit or in connection with the Bonds and/or any of the Bond Documents. The PortAuthority has not delivered any written or oral notice to US Airways pursuant to which it hasexercised any option to purchase, terminate, or reduce US Airways’ interest in all or any portionof the US Airways LaGuardia Leases, Existing GSE Facilities Permit, US AirwaysLaGuardia Parking Permits, and/or any portions of the US Airways LaGuardia Leased RealProperty.(d) US Airways has not received any written notice from any insurance company or board of fireunderwriters of any defects or inadequacies in or with respect to the US Airways LaGuardia LeasedReal Property or any part or component thereof that would materially and adversely affect theinsurability of such property or cause any material increase in the premiums for insurance for suchproperty that have not been cured or repaired.(e) Except as set forth on Schedule 5.13(e) and for contracts entered into after thedate hereof in accordance with Section 7.01, US Airways does not lease, sublease, license orotherwise permit the occupancy of any portion of the US Airways LaGuardia Leased Real Property toor by any other Person and there is no Person in possession of the US Airways LaGuardia Leased RealProperty without any such permission.Section 5.14 Bonds.(a) Schedule 5.14(a) sets forth the remaining debt service payments with respect tothe outstanding Bonds as of the date hereof, including the amount of and date on which principaland interest payments are payable, as well as a listing of the balance as of August 4, 2009 of eachof the Bond Accounts. All right, title and interest of US Airways with respect to the BondAccounts is assignable in connection with the assignment of the Assumed Bond Documents. TheEastern Shuttle Documents are no longer of any force or effect nor have any effect on thetransactions contemplated by this Agreement.(b) Schedule 5.14(b) sets forth a list of all of the property which is pledged to thePort Authority as of the date hereof pursuant to the Personal Property Security Interest.Section 5.15 Environmental Matters.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(a) Except as set forth on Schedule 5.15, the use and operation of the US AirwaysTransferred Assets is and has been during the last four years in full compliance with allapplicable US Airways Environmental Laws, and consistent with Delta’s ability to own, use oroperate the US Airways Transferred Assets in substantially the same manner as the US AirwaysTransferred Assets are presently owned, used or operated by US Airways. Except as set forth onSchedule 5.15(a)-1 or has been fullyresolved in writing, US Airways has not received any written communication from any Personthat alleges that US Airways is not in such full compliance, and, to US Airways’ Knowledge, thereare no circumstances (other than changes in existing, or future requirements of, EnvironmentalLaws) that could reasonably be expected to prevent or interfere with such full compliance in thefuture. Schedule 5.15(a)-2 sets forth a true, correct and complete list of all orders,decrees or other agreements relating to the US Airways Transferred Assets issued pursuant to orentered into under any US Airways Environmental Law.(b) Except as set forth on Schedule 5.15(b), there is no US Airways EnvironmentalClaim relating to the ownership or use of the US Airways Transferred Assets pending or to USAirways’ Knowledge, threatened against US Airways or against any Person whose liability for such USAirways Environmental Claim US Airways has retained or assumed either contractually or by operationof law.(c) Except as set forth on Schedule 5.15(c), there are no past or present actions,activities, circumstances, conditions, events or incidents, including, without limitation, therelease, emission, discharge or disposal of any Material of Environmental Concern relating to theownership or use of the US Airways Transferred Assets that could be reasonably expected to giverise to a US Airways Environmental Claim against or involving the US Airways Transferred Assets, USAirways or any Person whose liability for such US Airways Environmental Claim US Airways hasretained or assumed either contractually or by operation of law.(d) Without in any way limiting the generality of the foregoing, to US Airways’ Knowledge, (i)all onsite locations where any US Airways or its Affiliates or any other occupant has stored,disposed or arranged for the disposal of Materials of Environmental Concern from 2005 to theClosing Date relating to the US Airways Transferred Assets are identified on Schedule5.15(d), (ii) all underground storage tanks, and the capacity and contents of such tanks,included in the US Airways Transferred Assets (if any) are identified on Schedule 5.15(d),(iii) except as set forth on Schedule 5.15(d), there is no damaged and friable asbestos orlead-based paint coatings in poor condition contained in or forming part of the US AirwaysLaGuardia Leased Real Property and (iv) except as set forth on Schedule 5.15(d), nopolychlorinated biphenyls (PCB’s) are used at the US Airways LaGuardia Leased Real Property inviolation of US Airways Environmental Laws.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(e) US Airways has delivered or otherwise made available for inspection to Delta true,complete and correct copies and results of any reports, studies, analyses, tests or monitoringpossessed or initiated by US Airways or its Affiliates pertaining to Materials of EnvironmentalConcern in, on, beneath or adjacent to the US Airways Transferred Assets or any other site wherethe Materials of Environmental Concern generated at or by the US Airways Transferred Assets werereleased or disposed of, or regarding the US Airways Transferred Assets’ compliance with applicable US AirwaysEnvironmental Laws.(f) For purposes of this Agreement but only as it relates to the US Airways TransferredAssets, the following terms shall have the following meanings:(1) “US Airways Environmental Claim” means any written notice by anyGovernmental Authority or Person alleging potential liability (including, withoutlimitation, potential liability for investigatory costs, cleanup costs,governmental response costs, natural resources damages, property damages, personalinjuries or penalties) (A) which has or reasonably would be expected, individuallyor in the aggregate, to have a US Airways Material Adverse Effect, and (B) arisingout of, based on or resulting from (x) the presence, or release into theenvironment, of any Material of Environmental Concern at any location, whether ornot owned by US Airways or (y) any violation, or alleged violation, of any USAirways Environmental Law.(2) “US Airways Environmental Laws” means all Laws applicable to therespective US Airways Transferred Assets or the Assumed US Airways Liabilities andrelating to pollution or protection of human health or the environment (including,without limitation, ambient air, surface water, ground water, land surface orsubsurface strata), including, without limitation, laws and regulations relatingto emissions, discharges, releases or threatened releases of Materials ofEnvironmental Concern, or otherwise relating to the manufacture, processing,distribution, use, treatment, storage, disposal, transport or handling ofMaterials of Environmental Concern.Section 5.16 Taxes.(a) US Airways is not a foreign person subject to withholding under Section 1445 of the Codeand the regulations promulgated thereunder, and US Airways will provide certification to thateffect to Delta at the Closing.(b) There are no Actions now pending, nor, to the Knowledge of US Airways are there anyActions or claims pending or proposed against US Airways, nor are there any pending audits,investigations or examinations by the IRS or other    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Governmental Authority relating to any Taxes orassessments, or any claims or deficiencies asserted with respect thereto, that would reasonably beexpected to result in a Lien on the US Airways Transferred Assets.Section 5.17 Brazilian Route Authorities. Schedule 5.17 sets forth a true, correct and complete list of all US Airways BrazilianRoute Authorities. Except as set forth on Schedule 5.17, no US Airways Brazilian RouteAuthority has been or, to US Airways’ Knowledge, is threatened to be subject to any forfeiture,expiration without renewal, termination or other loss thereof.Section 5.18 Brokers or Finders. US Airways has not entered into any agreement, arrangement or understanding nor has it dealtwith any Person which could result in the obligation of US Airways or Delta to pay any finder’sfee, brokerage commission, advisory fee or similar payment in connection with this Agreement or thetransactions contemplated hereby.ARTICLE VIRepresentations and Warranties of DeltaDelta represents and warrants to US Airways that the statements contained in this Article VIare true and correct as of the date hereof and as of the Closing Date (except to the extentexpressly relating to a specific date, in which event it shall be true and correct as of the suchdate), except as set forth in the disclosure schedule delivered by Delta to US Airways at or beforethe execution and delivery by Delta of this Agreement (the “Delta Disclosure Schedule”),which Delta Disclosure Schedule refers to the specific section of the representations andwarranties that is qualified by such disclosure and qualifies such other section or subsection ofthe Delta Disclosure Schedule to which the relevance of such item is readily apparent on the faceof such disclosure.Section 6.01 Organization, Standing and Power. Delta is a corporation duly organized and validly existing under the laws of its jurisdiction oforganization and has the requisite corporate or other organizational power and authority to own,lease or otherwise hold the Delta Transferred Assets and operate such assets as presently operated.Delta is qualified or licensed to do business as a foreign corporation and is in good standing ineach jurisdiction listed on Schedule 6.01, which are the only jurisdictions where Delta’ownership or use of the Delta Transferred Assets requires it to be so qualified or licensed, withsuch exceptions as do not and would not reasonably be expected, individually or in the aggregate,to have a Delta Material Adverse Effect.Section 6.02 Authority; Execution and Delivery; Enforceability. Delta has all requisite corporate power and authority to execute and deliver this Agreement andthe Ancillary Documents to be executed by Delta, to perform itsobligations hereunder and thereunder and to consummate the transactions contemplated    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**hereby or thereby. The execution, delivery and performance by Delta of this Agreement and each of theAncillary Documents to be executed by Delta has been duly authorized by all necessary action on thepart of Delta, and no other corporate action on the part of Delta or its shareholders is necessaryto authorize the execution, delivery and performance of this Agreement or any of the AncillaryDocuments to be executed by Delta or the consummation by Delta of the transactions contemplatedhereby or thereby. This Agreement has been, and the Ancillary Documents to be executed by Delta orNorthwest, as applicable, will, at the Closing, have been, duly executed and delivered by Delta,and, assuming the due authorization, execution and delivery by the other Party, constitutes (orwill constitute at the Closing, as applicable) the legal, valid and binding obligations of Delta,or Northwest, as applicable, enforceable against it in accordance with their respective terms.Section 6.03 No Conflicts. Except as set forth on Schedule 6.03, the execution and delivery by Delta of thisAgreement and the Ancillary Documents to be executed by Delta do not, and the performance by it ofits obligations hereunder and thereunder and the consummation by Delta or Northwest of thetransactions contemplated hereby and thereby do not and will not conflict with, or result in anyviolation of or default (with or without notice or lapse of time, or both) under, require anyconsent, waiver or approval under, give rise to a right of termination, cancellation oracceleration of any right or obligation or loss of a benefit under, or result in the creation ofany Lien upon any of the Delta Transferred Assets or give any others any interests or rightstherein, under any provision of (i) the Delta Charter or the Delta Bylaws, (ii) the NorthwestCharter or the Northwest Bylaws, (iii) any Contract or Permit to which Delta or Northwest is aparty or by which any of the Delta Transferred Assets is bound, or (iii) subject to making thegovernment filings and obtaining the consents and approvals referred to in Section 6.04, anyjudgment, order, decree, statute, law, ordinance, rule or regulation applicable to Delta orNorthwest or any of the Delta Transferred Assets or by which Delta or Northwest or any of the DeltaTransferred Assets is or may be bound other than in the case of clauses (ii) and (iii) above, anysuch conflicts, violations, defaults, rights, losses, Liens, restrictions or failure to obtainconsents, waivers or approvals which do not, and would not be reasonably expected, individually orin the aggregate, to have a Delta Material Adverse Effect.Section 6.04 Consents. Except as set forth on Schedule 6.04, the execution, delivery and performance by Deltaof the Agreement and the Ancillary Documents to be executed by Delta do not, and the consummationby Delta of the transactions contemplated hereby and thereby do not and will not, require anyGovernmental Approval to be obtained or made by Delta or its Affiliates (the “Delta RequiredConsents”).Section 6.05 Litigation. Except as set forth on Schedule 6.05(a), there is no Action pending or, to Delta’sKnowledge, threatened (a) as of the date of this Agreement, seeking to restrain or prohibit theconsummation of the transactions    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**contemplated by this Agreement or the Ancillary Documents, (b) asof the date of this Agreement, seeking to prohibit or limit the ownership or operation by Delta ofthe Delta Transferred Assets or any portion thereof, or (c) which otherwise has or reasonably wouldbe expected, individually or in the aggregate, to have a Delta Material Adverse Effect. Except forapplicable DOT and FAA statutes and 14 CFR §93 and as set forth on Schedule 6.05(b), thereare no judgments, orders or decrees of any arbitrator or any other Governmental Authority bindingon Delta that relate to the Delta Transferred Assets or otherwise affect the Delta TransferredAssets.Section 6.06 Compliance with Applicable Laws. Except as set forth on Schedule 6.06, the use and operation by Delta of the DeltaTransferred Assets and the conduct of its business as it relates to the Delta Transferred Assetscomply with all Laws, including without limitation all applicable operating certificates andauthorities, and all other rules, regulations, directives and policies (which for the purposes ofthis Section 6.06 would not include any terms and conditions of any Delta LaGuardia Leases) of theFAA, DOT, the MWAA, the Port and all other Governmental Authorities having jurisdiction over theDelta Transferred Assets except for such non-compliance as do not and would not reasonably beexpected, individually or in the aggregate, to have a Delta Material Adverse Effect.Section 6.07 Undisclosed Liabilities. Except for obligations arising after the consummation of the Closing under Assumed DeltaContracts and as set forth on Schedule 6.07, Delta does not have any obligations,liabilities or commitments of any nature (whether direct or indirect, fixed or contingent, known orunknown, due or to become due, accrued or otherwise, and whether or not determined ordeterminable), and to the Knowledge of Delta, there is no existing condition, situation or set ofcircumstances which would be expected to result in such an obligation, liability or commitmentthat, in any such case, would constitute an Assumed Delta Liability.Section 6.08 Title to Assets. Except as set forth on Schedule 6.08, Delta or Northwest, as applicable, has good andvalid title to, or holds by valid and existing leases or licenses for, all of the Delta TransferredAssets (excluding the Delta LaGuardia Leases which are addressed in Section 6.14), free and clearof all Liens other than Permitted Liens. Neither Delta nor any of its Affiliates has signed anyfinancing statement under the UCC or any securityagreement authorizing any secured party thereunder to file any such financing statement withrespect to any of the Delta Transferred Assets (excluding the real property assets that areaddressed in Section 6.14) except with respect to Liens that will be released at or prior toClosing. At the Closing, Delta, or Northwest, as applicable, will convey to US Airways good andvalid title to all of the Delta Transferred Assets (excluding the Delta LaGuardia Leases which areaddressed in Section 6.14), free and clear of all Liens other than Permitted Liens.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 6.09 Condition of Assets. Except as set forth on Schedule 6.09, all equipment included in the Delta TransferredAssets is in operating condition (taking into account the age of such assets), ordinary wear andtear excepted.Section 6.10 Assumed Delta Contracts. Schedule 6.10 lists each Assumed Delta Contract in effect on the date hereof. EachAssumed Delta Contract (excluding for purposes of this sentence only the Delta LaGuardia Leaseswhich are addressed in Section 6.14) is a legal, valid and binding obligation of Delta and, to theKnowledge of Delta, each other party to such Assumed Delta Contract. Each Assumed Delta Contractis enforceable against Delta and, to the Knowledge of Delta, each other party to such Assumed DeltaContract in accordance with its terms (subject in each case to the effect of any applicablebankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulentconveyance, preferential transfer or similar Laws now or hereafter in effect relating to oraffecting creditors’ rights and remedies generally and subject, as to enforceability, to the effectof general equitable principles (regardless of whether enforcement is sought in a proceeding inequity or at law)). Except as set forth on Schedule 6.10, none of Delta or, to theKnowledge of Delta, any other party to an Assumed Delta Contract, is in breach of, or defaultunder, any Assumed Delta Contract, Delta has not waived in writing any right under any AssumedDelta Contract, there are no unresolved material disputes under any of the Assumed Delta Contracts,and, to the Knowledge of Delta, there does not exist any event, condition or omission, whetherafter notice or lapse of time or both, that would constitute a material breach or materialviolation of, or material default, by Delta or, to the Knowledge of Delta, any other party under,any Assumed Delta Contract. Delta has not given to or received from any other Person, at any timesince January 1, 2008, any written communication regarding any actual, alleged, possible orpotential violation or breach of, or default under, any Assumed Delta Contracts. Copies of allwritten, and a description of all oral, Assumed Delta Contracts, together with all modificationsamendments and supplements thereto, have been provided to US Airways prior to the date of thisAgreement.Section 6.11 DCA Slots. Schedule 6.11 sets forth a true, correct and complete list of the DCA Slots, includingidentification of all such DCA Slots. Delta and Northwest, as applicable, is in compliance in allmaterial respects with the requirements of the regulations and orders issued by FAA and DOT and anyother Laws and requirements with respect to such DCA Slots. As of the date hereof, neither Deltanor Northwest has received, within the last three (3) years, any notice, and has no Knowledge, ofany proposed withdrawal of, or contemplated restriction with respect to any of the DCA Slots by theFAA, the DOT or any other Governmental Authority. The DCA Slots have not been designated for theprovision of essential air services in accordance with the regulations issued under the FederalAviation Act, were not acquired pursuant to 14 C.F.R. § 93.219 and have not been designated forinternational operations, as more fully detailed in 14 C.F.R. § 93.217. During the period twomonths prior to the date hereof and the Closing Date, each of Delta and Northwest, as applicable,has used or caused the use of each DCA Slot in compliance with 14 C.F.R. § 93.227(i), as amended    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**from time to time, as may have been required to protect such DCA Slot’s authorization fromtermination or withdrawal under regulations established by any Governmental Authority or airportauthority. All reports required by the FAA or any Governmental Authority relating to the DCA Slotsduring the past three years have been filed in a timely manner.Section 6.12 ***** Slots/Frequencies. Schedule 6.12 sets forth a true, correct and complete list of the *****Slots/Frequencies, including identification of all such ***** Slots/Frequencies. Delta is incompliance in all material respects with the requirements of the ***** and any other laws withrespect to such ***** Slots/Frequencies. As of the date hereof, Delta has not received, within thelast three (3) years, any notice, and has no Knowledge, of any proposed withdrawal of, orcontemplated restriction with respect to the ***** Slots/Frequencies by the DOT or, any otherGovernmental Authority. During the most recent IATA scheduling season prior to the date hereof andthe Closing Date, Delta has used or caused the use of each ***** Slot/Frequency in compliance withapplicable IATA guidelines and the rules, regulations, requirements, orders and directives of allGovernmental Authorities, including without limitation the ***** and the ***** Slot Coordinator, asamended from time to time, as may have been required to protect such ***** Slots/Frequencies’authorization from termination or withdrawal under regulations established by any GovernmentalAuthority or airport authority.Section 6.13 Insurance. Delta has in place insurance policies with respect to the Delta Transferred Assets, in amountsand types that are customary in the industry for similar assets, and all such policies are in fullforce and effect.Section 6.14 Real Property.(a) Except as set forth on Schedule 6.14(a), Delta and Northwest, as applicable, has alegal, valid, and binding leasehold interest in each of the Delta LaGuardia Leases, free and clearof all Liens, except Permitted Liens.(b) There are no pending, or to the Knowledge of Delta, threatened, appropriation,condemnation, eminent domain or like proceedings relating to the Delta LaGuardia Leased RealProperty.(c) There are no outstanding options, rights of first offer or refusal, rights of termination,or other pre-emptive rights or purchase rights with respect to the interest of Delta or Northwest,as applicable, in all or any portion of the Delta LaGuardia Leased Real Property, except as may beset forth in the applicable Delta LaGuardia Lease. The Port Authority has not delivered anywritten or oral notice to Delta or Northwest pursuant to which it has exercised any option topurchase, terminate, or reduce Delta’s or Northwest’s interest in all or any portion of the DeltaLaGuardia Leases and/or any portions of the Delta LaGuardia Leased Real Property.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(d) Delta or Northwest has not received any written notice from any insurance company or boardof fire underwriters of any defects or inadequacies in or with respect to the Delta LaGuardiaLeased Real Property or any part or component thereof that would materially and adversely affectthe insurability of such property or cause any material increase in the premiums for insurance forsuch property that have not been cured or repaired.(e) Except as set forth on Schedule 6.14(e) and for contracts entered into after thedate hereof in accordance with Section 7.02, neither Delta nor Northwest lease, sublease, licenseor otherwise permit the occupancy of any portion of the Delta LaGuardia Leased Real Property to orby any other Person and there is no Person in possession of the Delta LaGuardia Leased RealProperty without any such permission.Section 6.15 Environmental Matters.(a) Except as set forth on Schedule 6.15, the use and operation of the DeltaTransferred Assets is and has been during the last four years in full compliance with allapplicable Delta Environmental Laws, and consistent with Delta’s ability to own, use or operate theDelta Transferred Assets in substantially the same manner as the Delta Transferred Assets arepresently owned, used or operated by Delta.Except as set forth on Schedule 6.15(a)-1 or has been fully resolved in writing, Deltahas not received any written communication from any Person that alleges that Delta is not in suchfull compliance, and, to Delta’s Knowledge, there are no circumstances (other than changes inexisting, or future requirements of, Delta Environmental Laws) that could reasonably be expected toprevent or interfere with such full compliance in the future. Schedule 6.15(a)-2 sets fortha true, correct and complete list of all orders, decrees or other agreements relating to the DeltaTransferred Assets issued pursuant to or entered into under any Delta Environmental Law.(b) Except as set forth on Schedule 6.15(b), there is no Delta Environmental Claimrelating to the ownership or use of the Delta Transferred Assets pending or to Delta’s Knowledge,threatened against Delta or against any Person whose liability for such Delta Environmental ClaimDelta has retained or assumed either contractually or by operation of law.(c) Except as set forth on Schedule 6.15(c), there are no past or present actions,activities, circumstances, conditions, events or incidents, including, without limitation, therelease, emission, discharge or disposal of any Material of Environmental Concern relating to theownership or use of the Delta Transferred Assets that could be reasonably expected to give rise toa Delta Environmental Claim against or involving the Delta Transferred Assets, Delta or any Personwhose liability for such Delta Environmental Claim Delta has retained or assumed eithercontractually or by operation of law.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(d) Without in any way limiting the generality of the foregoing, to Delta’s Knowledge (i) allonsite locations where any Delta or its Affiliates or any other occupant has stored, disposed orarranged for the disposal of Materials of Environmental Concern from 2005 to the Closing Daterelating to the Delta Transferred Assets are identified on Schedule 6.15(d), (ii) allunderground storage tanks, and the capacity and contents of such tanks, included in the DeltaTransferred Assets (if any) are identified on Schedule 6.15(d), (iii) except as set forthon Schedule 6.15(d), there is no damaged and friable asbestos or lead-based paint coatingsin poor condition contained in or forming part of the Delta LaGuardia Leased Real Property and (iv)except as set forth on Schedule 6.15(d), no polychlorinated biphenyls (PCB’s) are used atthe Delta LaGuardia Leased Real Property in violation of Delta Environmental Laws.(e) Delta has delivered or otherwise made available for inspection to US Airways true,complete and correct copies and results of any reports, studies, analyses, tests or monitoringpossessed or initiated by Delta or its Affiliates pertaining to Materials of Environmental Concernin, on, beneath or adjacent to the Delta Transferred Assets or any other site where the Materialsof Environmental Concern generated at or by the Delta Transferred Assets were released or disposedof, or regarding the Delta Transferred Assets’ compliance with applicable Delta Environmental Laws.(f) For purposes of this Agreement but only as it relates to the Delta Transferred Assets, thefollowing terms shall have the following meanings:(1) “Delta Environmental Claim” means any written notice by anyGovernmental Authority or Person alleging potential liability (including, withoutlimitation, potential liability for investigatory costs, cleanup costs,governmental response costs, natural resources damages, property damages, personalinjuries or penalties) (A) which has or reasonably would be expected, individuallyor in the aggregate, to have a Delta Material Adverse Effect, and (B) arising outof, based on or resulting from (x) the presence, or release into the environment,of any Material of Environmental Concern at any location, whether or not owned byDelta or (y) any violation, or alleged violation, of any Delta Environmental Law.(2) “Delta Environmental Laws” means all Laws applicable to therespective Delta Transferred Assets or the Assumed Delta Liabilities and relatingto pollution or protection of human health or the environment (including, withoutlimitation, ambient air, surface water, ground water, land surface or subsurfacestrata), including, without limitation, laws and regulations relating toemissions, discharges, releases or threatened releases of Materials ofEnvironmental Concern, or otherwise relating to the manufacture, processing,distribution, use,    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**treatment, storage, disposal, transport or handling ofMaterials of Environmental Concern.Section 6.16 Taxes.(a) Delta is not a foreign person subject to withholding under Section 1445 of the Code andthe regulations promulgated thereunder, and Delta will provide certification to that effect to USAirways at the Closing.(b) There are no Actions now pending, nor, to the Knowledge of Delta, are there any Actions orclaims pending or proposed against Delta, nor are there any pending audits, investigations orexaminations by the IRS or other Governmental Authority relating to any Taxes or assessments, orany claims or deficiencies asserted with respect thereto, that would reasonably be expected toresult in a Lien on the Delta Transferred Assets.Section 6.17 Delta Brazilian Route Authorities. Schedule 6.17 sets forth a true, correct and complete list of all Delta Brazilian RouteAuthorities. Except as set forth on Schedule 6.17, no Delta Brazilian Route Authority hasbeen or, to Delta’s Knowledge, is threatened to be subject to any forfeiture, expiration withoutrenewal, termination or other loss thereof.Section 6.18 Brokers or Finders. Delta has not entered into any agreement, arrangement or understanding nor has it dealt with anyPerson which could result in the obligation of Delta or US Airways to pay any finder’s fee,brokerage commission, advisory fee or similar payment in connection with this Agreement or thetransactions contemplated hereby.ARTICLE VIIOther Covenants and AgreementsSection 7.01 Operation of the US Airways Transferred Assets Prior to Closing. Except for matters set forth on Schedule 7.01 or otherwise expressly permitted by thisAgreement or with the prior written consent of Delta (which will not be unreasonably withheld,conditioned or delayed), during the period from the date of this Agreement and continuing until theClosing, US Airways shall:(a) except as may be required by Law, operate the US Airways Transferred Assets in the usual,regular and ordinary course as presently conducted and consistent with past practice;(b) not take or omit to take any action as a result of which any representation or warranty ofUS Airways made in Article V would be rendered untrue or incorrect if such representation orwarranty were made immediately following the taking    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**or failure to take such action (provided thatUS Airways shall have the right to lease, sublease, license and/or grant use or other occupancyrights with respect to portions of its facilities to third parties in the ordinary course ofbusiness but only to the extent any such arrangement shall be terminated prior to the Closing Date,shall not give rise to any Assumed US Airways Liability and shall be subject to the indemnityobligations of US Airways pursuant to Section 9.03(a)(iv));(c) maintain all of the US Airways LaGuardia Properties in their current condition and stateof repair, ordinary wear and tear excepted and, in the event of material damage to or destructionof all or any portion of the US Airways LaGuardia Properties prior to the Closing, whether insuredor not, US Airways will promptly commence and diligently pursue the restoration or replacement ofsuch US Airways LaGuardia Properties to the condition existing immediately prior to such damage ordestruction, subject to (i) the terms and conditions of any Leases affecting such US AirwaysLaGuardia Properties and the rights and obligations thereunder, (ii) consultation with andagreement in writing of Delta relating to alternative modifications to the facilities consistentwith the terms of this Agreement and (iii) the agreement of the Parties with respect to the USAirways maintenance projects that are the subject of Section 7.20;(d) except for mortgages or pledges pursuant to the Citi Loan Agreement, the Bond Documents,or any existing provisions of the US Airways LaGuardia Leases, not mortgage, pledge, sell ordispose of any US Airways Transferred Assets (other than obsolete equipment or personal property inthe ordinary course and other than pursuant to any lease, sublease, license or use or otheroccupancy agreement entered into with respect to portions of its facilities to third parties in theordinary course of business, but only to the extent any such agreement shall be terminated prior tothe Closing Date, shall not give rise to any Assumed US Airways Liability and shall be subject tothe indemnity obligations of US Airways pursuant to Section 9.03(a)(iv)), and not waive, release,grant, transfer or permit to lapse any rights of material value with respect to any US AirwaysTransferred Assets, including without limitation any US Airways Brazilian Route Authorities orLaGuardia Slots;(e) not enter into or agree to any amendment, modification, assignment, termination or waiver,settle any claim or Action or waive or release any rights or claims, in each case with respect toany US Airways Transferred Asset or Assumed US Airways Liability; provided, however, thatnotwithstanding Section 7.01(b) and/or (d), US Airways shall be permitted to enter into, subject toreceipt of Delta’s prior written consent, concession agreements together with any amendments,modifications or terminations to existing concession agreements in the ordinary course of businessconsistent with past practices;(f) comply in all material respects with all provisions of any Assumed US Airways Contract;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(g) continue to use and operate the US Airways Brazilian Route Authorities, LaGuardia Slotsand all other US Airways Transferred Assets in the usual, regular and ordinary course as presentlyconducted, in a manner consistent with prior practice, applicable agreements and in accordance withall applicable Laws, and shall not enter into any Contract nor otherwise act, consent to any otherPerson to act, to restrict, interfere with or prevent the use of such US Airways Brazilian RouteAuthorities, LaGuardia Slots and the other US Airways Transferred Assets;(h) not use the LaGuardia Slots for the provision of essential air service;(i) promptly make all required filings with the FAA, with respect to the LaGuardia Slots, andwith the applicable Governmental Authority, with respect to the US Airways Brazilian RouteAuthorities;(j) except for short-term trades or slides in the ordinary course of business that willterminate prior to the Closing, not return to the FAA or any applicable Governmental Authority anyLaGuardia Slots or any US Airways Brazilian Route Authorities, or trade, rent, lease, sell,encumber in any manner (other than Permitted Liens or Liens under the Citi Loan Agreement whichwill be released at Closing) or otherwise transfer any LaGuardia Slots or any US Airways BrazilianRoute Authorities; and(k) authorize or enter into any agreement or otherwise make any commitment (in writing orotherwise) to do any of the foregoing.Section 7.02 Operation of the Delta Transferred Assets Prior to Closing. Except for matters set forth on Schedule 7.02 or otherwise expressly permitted by thisAgreement or with the prior written consent of US Airways (which will not be unreasonably withheld,conditioned or delayed), during the period from the date of this Agreement and continuing until theClosing, Delta shall:(a) except as may be required by Law, operate the Delta Transferred Assets in the usual,regular and ordinary course as presently conducted and consistent with past practice;(b) not take or omit to take any action as a result of which any representation or warranty ofDelta made in Article VI would be rendered untrue or incorrect if such representation or warrantywere made immediately following the taking or failure to take such action (provided that Deltashall have the right to lease, sublease, license and/or grant use or other occupancy rights withrespect to portions of its facilities to third parties in the ordinary course of business but onlyto the extent any such arrangement shall be terminated prior to the Closing Date, shall not giverise to any    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Assumed US Airways Liability and shall be subject to the indemnity obligations of Deltapursuant to Section 9.02(a)(iv));(c) maintain all of the Delta Properties in their current condition and state of repair,ordinary wear and tear excepted and, in the event of material damage to or destruction of all orany portion of the Delta Properties prior to the Closing, whether insured or not, Delta willpromptly commence and diligently pursue the restoration or replacement of such Delta Properties tothe condition existing immediately prior to such damage or destruction, subject to (i) the termsand conditions of any Leases affecting such Delta Properties and the rights and obligationsthereunder, (ii) consultation with andagreement in writing of US Airways relating to alternative modifications to the facilitiesconsistent with the terms of this Agreement, and (iii) the agreement of the Parties with respect tothe Delta maintenance projects that are the subject of Section 7.21;(d) except for mortgages or pledges pursuant to the JP Morgan Credit Agreement, the GoldmanSachs Second Lien Loan Agreement, the U.S. Bank Credit Agreement, or any existing provisions of theDelta LaGuardia Leases, not mortgage, pledge, sell or dispose of any Delta Transferred Assets(other than obsolete equipment or personal property in the ordinary course and other than pursuantto any lease, sublease, license or use or other occupancy agreement entered into with respect toportions of its facilities to third parties in the ordinary course of business, but only to theextent any such agreement shall be terminated prior to the Closing Date, shall not give rise to anyAssumed Delta Liability and shall be subject to the indemnity obligations of Delta pursuant toSection 9.02(a)(iv)), and not waive, release, grant, transfer or permit to lapse any rights ofmaterial value with respect to any Delta Transferred Assets, including without limitation any DeltaBrazilian Route Authorities, DCA Slots or ***** Slots/Frequencies;(e) not enter into or agree to any amendment, modification, assignment, termination or waiver,settle any claim or Action or waive or release any rights or claims, in each case with respect toany Delta Transferred Asset or any Assumed Delta Liability; provided, however, that notwithstandingSection 7.02(b) and/or (d), Delta shall be permitted to enter into, subject to receipt of USAirway’s prior written consent, concession agreements together with any amendments, modificationsor terminations to existing concession agreements in the ordinary course of business consistentwith past practices;(f) comply in all material respects with all provisions of the Assumed Delta Contracts;(g) continue to use and operate the Delta Brazilian Route Authorities, DCA Slots, *****Slots/Frequencies and all other Delta Transferred Assets in the usual, regular and ordinary courseas presently conducted, in a manner consistent with prior practice, applicable agreements and inaccordance with all applicable Laws,    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**and shall not enter into any Contract nor otherwise act, norconsent to any other Person to act, to restrict, interfere with or prevent the use of such DeltaBrazilian Route Authorities, DCA Slots, ***** Slots/Frequencies and the other Delta TransferredAssets;(h) not use the DCA Slots for the provision of essential air service;(i) promptly make all required filings with the FAA, with respect to the DCA Slots, and withthe applicable Governmental Authority, with respect to the ***** Slots/Frequencies and the DeltaBrazilian Route Authorities;(j) except for short-term trades or slides in the ordinary course of business that willterminate prior to the Closing, not return to the FAA or any applicable Governmental Authority anyDCA Slots, ***** Slots/Frequencies or any Delta Brazilian Route Authorities, or trade, rent, lease,sell, encumber in any manner (other than Permitted Liens or Liens under the JP Morgan CreditAgreement, the Goldman Sachs Second Lien Loan Agreement or the U.S. Bank Credit Agreement whichwill be released at Closing) or otherwise transfer any DCA Slots, ***** Slots/Frequencies or anyDelta Brazilian Route Authorities; and(k) authorize or enter into any agreement or otherwise make any commitment (in writing orotherwise) to do any of the foregoing.Section 7.03 Slot Trades. The Parties hereto acknowledge and agree that from time to time, in connection with theoperation of their respective flight schedules at *****, it may be necessary for both Parties toexecute Slot trades with other carriers, and in particular ***** (an “IATA Season”). Fromand after the Closing until the end of the IATA summer season in *****, the Parties agree tocooperate in good faith in accordance with industry practice with respect to trading Slots. Infurtherance of the foregoing, except as may be prohibited by applicable Laws or if any Slots in theRequested Slot Times are withdrawn or otherwise terminated due to regulatory action, Delta agreesthat from and after the Closing until the end of the IATA summer season in *****, Delta will notoffer to trade Slots at ***** in the Requested Slot Times to any third party other than anyAffiliate of Delta or any Delta Connection Carrier without having previously offered to trade suchSlots in the Requested Slot Times with US Airways with respect to each IATA Season, provided thatin the event Delta offers and US Airways agree to trade any such Slots, unless otherwise agreed bythe Parties, Delta will trade to US Airways and US Airways will trade to Delta all but not lessthan all of the Slots with the Slot times set forth on Schedule 1.01-U hereof held by eachsuch Party, respectively, or such other Slot times as the Parties shall mutually agree. Each Partyshall have the option in its sole discretion to provide the use of such Slots consistent withcustomary industry practices and transfer of operator status only, and no additional considerationshall be payable by either Party with respect to any such Slot trade. Each Party’s interest in theSlots provided to it by the other Party pursuant to any trades    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**between US Airways and Delta willinclude the right to operate, or to allow an Affiliate of the Party to operate, the applicableSlots at the specified time and for a departure or arrival only during the applicable IATA Seasonand no additional rights with respect to such Slots shall be transferred or inferred. At the endof the applicable IATA Season, the right to use and operate such Slots will revert to originalholder of such Slots. Each of Delta and US Airways agrees that, in connection with any Slot tradeor other transaction pursuant to this Section 7.03, the Party operating the Slots shall use suchSlots in compliance with FAA’s Order, *****, as such order may be amended or re-codified from timeto time to protect such Slots’ authorization from termination or withdrawal under regulationsestablished by any Governmental Authority or airport authority. Except for the third sentenceabove, neither Delta nor US Airways shall be restricted in their ability to enter into, from timeto time, with each other or other carriers, additional Slot trades at *****.Section 7.04 Delta Investigations.(a) In addition to any other covenants of access set forth in this Agreement, subject toapplicable Laws and regulations, US Airways shall use reasonable efforts to cooperate with andprovide Delta, or any of its respective Representative(s), with reasonable access to its US AirwaysLaGuardia Properties upon reasonable prior notice by Delta to US Airways, during normal businesshours, solely for the purpose of collecting information and preparing and applying for consents andpermitting in anticipation of post-Closing work with respect to such US Airways LaGuardiaProperties and conducting and undertaking, or causing to be conducted or undertaken, at its solecost and expense, non-invasive examinations, inspections, surveys, and similar physicalinvestigations of the engineering, mechanicals, systems, improvements, or other property, plant,and equipment located at or on the US Airways LaGuardia Leased Real Properties, including, withoutlimitation, a review of any and all of the Related Real Estate Documents of US Airways (each, a“Delta Investigation”) and will cause to be made available all documents, records andinformation (and copies thereof) in its possession pertaining to the US Airways Transferred Assetsor Assumed US Airways Liabilities as Delta may reasonably request; provided that US Airwaysshall have the right to have a Representative on its behalf accompany Delta and its Representativesduring any Delta Investigation and no investigation or receipt of information by Delta pursuant to,or in connection with, the investigation contemplated by this Section 7.04 or otherwise willdiminish or obviate any of the representations, warranties, covenants or agreements of US Airwaysunder this Agreement or the conditions to the obligations of Delta under this Agreement; and(b) Delta shall, and shall cause its Representatives to use reasonable best efforts not tointerfere with the operations of US Airways at its USAirways LaGuardia Leased Real Properties atany time while undertaking any Delta Investigation and under no circumstances undertake any actionthat could reasonably be expected to violate the terms of any applicable Lease, Existing GSEFacilities Permit, US    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**Airways LaGuardia Parking Permits or US Airways LaGuardia Permit, in eachcase to the extent copies of such documents have been provided to Delta.Section 7.05 US Airways Investigations.(a) In addition to any other covenants of access set forth in this Agreement, subject toapplicable Laws and regulations, Delta shall use reasonable efforts to cooperate with and provideUS Airways, or any of its respective Representative(s), with reasonable access to the DeltaProperties upon reasonable prior notice by US Airways to Delta, during normal business hours,solely for the purpose of collecting information and preparing and applying for consents andpermitting in anticipation of post-Closing work with respect to such Delta Properties andconducting and undertaking, or causing to be conducted or undertaken, at its sole cost and expense,non-invasive examinations, inspections, surveys, and similar physical investigations of theengineering, mechanicals, systems, improvements, or other property, plant, and equipment located ator on the Delta LaGuardia Leased Real Property, including, without limitation, a review of any andall of the Related Real Estate Documents of Delta (each, an “US Airways Investigation”) andwill cause to be made available all documents, records and information (and copies thereof) in itspossession pertaining to the Delta Transferred Assets or Assumed Delta Liabilities as US Airwaysmay reasonably request; provided that Delta shall have the right to have a Representative on itsbehalf accompany US Airways and its Representatives during any US Airways Investigation and noinvestigation or receipt of information by US Airways pursuant to, or in connection with, theinvestigation contemplated by this Section 7.05 or otherwise will diminish or obviate any of therepresentations, warranties, covenants or agreements of Delta under this Agreement or theconditions to the obligations of US Airways under this Agreement; and(b) US Airways shall, and shall cause its Representatives to use reasonable best efforts notto interfere with the operations of Delta at its Delta LaGuardia Leased Real Property at any timewhile undertaking any US Airways Investigation and under no circumstances undertake any action thatcould reasonably be expected to violate the terms of any applicable Lease or Delta LaGuardiaPermit, in each case to the extent copies of such documents have been provided to US Airways.Section 7.06 Delta Trade Right. US Airways hereby agrees that, during the Additional ***** Slot Lease Term, US Airways shallprovide to Delta for no additional consideration payable by Delta the right to use and operate theAdditional ***** Slots on the terms and conditions set forth in this Section 7.06 for theAdditional ***** Slot Lease Term. US Airways shall have the option in its sole discretion toprovide the use of such Additional ***** Slots consistent with customary industry practices andtransfer of operator status only. Delta’s interest in the Additional ***** Slots provided to Deltapursuant to this Section 7.06 will include the right to operate, or to allow any Affiliate of Deltaor a Delta Connection Carrier to operate, the Additional ***** Slots at the specified time and fora departure or arrival only during the applicable    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**IATA Season and no additional rights with respectto the Additional ***** Slots shall be transferred or inferred. At the end of the Additional *****Slot Lease Term, the right to use and operate the Additional ***** Slots will revert to US Airways.Each of Delta and US Airways agrees that, in connection with anySlot trade or other transaction pursuant to this Section 7.06, Delta shall use such Slots incompliance with FAA’s Order, *****, as such order may be amended or re-codified from time to timeto protect such Slots’ authorization from termination or withdrawal under regulations establishedby any Governmental Authority or airport authority.Section 7.07 Notification. During the period prior to Closing:(a) US Airways shall notify Delta in writing, and Delta shall notify US Airways in writing, ofany Action commenced or, to its Knowledge, threatened against US Airways or Delta, as the case maybe, which challenges or would adversely affect the ability of either Party to perform itsobligations under this Agreement or the Ancillary Documents to which it is a party or to consummatethe transactions contemplated hereby or thereby.(b) US Airways shall give prompt notice to Delta, and Delta shall give prompt notice to USAirways, of (i) any representation or warranty made by it contained in this Agreement that isqualified as to materiality becoming untrue or inaccurate in any respect or any such representationor warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii)the failure by it to comply with or satisfy in any material respect any covenant, condition oragreement to be complied with or satisfied by it under this Agreement; provided,however, that no such notification shall affect the representations, warranties, covenantsor agreements of the parties or the conditions to the obligations of the Parties under thisAgreement.(c) US Airways shall, within fifteen (15) days after the end of each bimonthly period prior tothe Closing, provide Delta with copies of all reports submitted to the FAA regarding US Airways’scheduled operations of its LaGuardia Slots for the prior two months and a report of any variancesbetween US Airways’ actual operations of its LaGuardia Slots and such scheduled operations duringsuch period;(d) US Airways shall notify Delta in writing of any incidents or accidents occurring on orafter the date hereof involving any US Airways Transferred Assets that resulted or could reasonablybe expected to result in damages or losses in excess of $100,000;(e) US Airways shall notify Delta in writing if it receives any notice or otherwise becomesaware that the FAA or DOT or any other Governmental Authority is proposing to withdraw or isconsidering withdrawal of, any of the LaGuardia Slots or the US Airways Brazilian RouteAuthorities;    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(f) US Airways shall notify Delta in writing of (i) the commencement of any Action against USAirways that could impair US Airways’ abilityto perform its obligations under this Agreement or the Ancillary Documents to which it is orwill be a party, (ii) the commencement of any Action relating to or involving the US AirwaysTransferred Assets or the Assumed US Airways Liabilities, or (iii) the existence of (Y) any adversebusiness conditions arising on or after the date hereof threatening the ownership, operation or useof the US Airways Transferred Assets, or (Z) any agreement, consent or order of the FAA, DOT or thePort Authority involving any of the US Airways Transferred Assets or the Assumed US AirwaysLiabilities.(g) Delta shall, within fifteen (15) days after the end of each bimonthly period prior to theClosing, provide US Airways with copies of all reports submitted to the FAA regarding Delta’sscheduled operations of its DCA Slots for the prior two months and a report of any variancesbetween Delta’s actual operations of its DCA Slots and such scheduled operations during suchperiod;(h) on or before sixty (60) days prior to the commencement of any IATA scheduling season,Delta shall provide US Airways with its scheduled operations of its ***** Slots/Frequencies forsuch season, and, within fifteen (15) days after the end of each such season, a report of anyvariances between Delta’s actual operations of its ***** Slots/Frequencies and such scheduledoperations during such season, if any;(i) Delta shall notify US Airways in writing of any incidents or accidents occurring on orafter the date hereof involving any Delta Transferred Assets that resulted or could reasonably beexpected to result in damages or losses in excess of $100,000;(j) Delta shall notify US Airways in writing if it receives any notice or otherwise becomesaware that the FAA or DOT or any other Governmental Authority is proposing to withdraw or isconsidering withdrawal of, any of the DCA Slots, Delta Brazilian Route Authorities, or *****Slots/Frequencies; and(k) Delta shall notify US Airways in writing of (i) the commencement of any Action againstDelta or Northwest that could impair Delta’s ability to perform its obligations under thisAgreement or the Ancillary Documents to which it is or will be a party, (ii) the commencement ofany Action relating to or involving the Delta Transferred Assets or the Assumed Delta Liabilities,or (iii) the existence of (Y) any adverse business conditions arising on or after the date hereofthreatening the ownership, operation or use of the Delta Transferred Assets, or (Z) any agreement,consent or order of the FAA, DOT or the Port Authority involving any of the Delta TransferredAssets or the Assumed Delta Liabilities.Section 7.08 Required Actions.    ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 
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**Confidential Treatment Requested**(a) Upon the terms and subject to the conditions set forth in this Agreement, each Partyagrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, orcause to be done, and to assist and cooperate with the other Party in doing, all things necessary,proper or advisable under applicable Laws to consummate and make effective, as promptly aspracticable, the transactions contemplated by this Agreement, including (i) the obtaining of allnecessary actions or non-actions, waivers, consents and approvals from Governmental Authorities andthe making of all necessary registrations and filings and the taking of all steps as may benecessary to obtain an approval or waiver from, or to avoid an action or proceeding by, anyGovernmental Authority, including filing the Notification and Report Forms required under the HSRAct with the Federal Trade Commission and the United States Department of Justice as soon aspracticable after the date hereof and supplying any additional information and documentary materialthat may be necessary to substantially comply with any requests made pursuant to the HSR Act, (ii)the obtaining of all necessary consents, approvals or waivers of any Governmental Authority, (iii)obtain all necessary third party consents, including the release of all security interests in theTransferred Assets and applicable UCC-3 termination statements, (iv) seeking from the PortAuthority, for delivery at or prior to the Closing Date, each of those items set forth onSchedule 7.08(a)(iv), (v) seeking from the Port Authority the preferred form of Assignmentand Assumption Agreement (or the preferred form of any other agreement or instrument that mayinclude terms and conditions that are closing conditions pursuant to Section 8.02(e)(2)) as chosenby the Party that is assuming the applicable Port Authority Document or has the benefit of theapplicable closing condition, and (vi) the execution and delivery of any additional instrumentsnecessary to consummate the transactions contemplated by, and to fully carry out the purposes of,this Agreement; provided, however, that nothing in the foregoing or this Agreement shall requirethe Parties to (x) seek amendment or waiver of any financing or bank agreement, (y) bring anyaction against its agent, lenders or bond holders, or (z) pay any fees to such agent, lenders orbond holders in connection herewith (other than any payments that may be required by the currentterms of any financing or bank agreement with respect to a sale of assets required by Section7.08(c)).(b) Each of Delta and US Airways shall cooperate regarding, and keep the other reasonablyapprised of the status of, matters relating to the completion of the transactions contemplatedhereby and work cooperatively in connection (i) with obtaining all required approvals or consentsof any Governmental Authority and (ii) all other communications with any Governmental Authority(which for purposes of this Section 7.08 includes staff of any such Governmental Authority and anyelected or appointed member of a Governmental Authority) with respect to the transactionscontemplated by this Agreement. In that regard, unless and to the extent prohibited by Law, eachParty shall without limitation: (A) promptly notify the other of, and, if in writing, furnish theother with copies of (or, in the case of substantive oral communications, advise the other orallyof), any communications from or with any    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Governmental Authority with respect to the transactions contemplated by this Agreement as theyrelate to the Transferred Assets, (B) permit the other to review and discuss in advance, andconsider in good faith the views of the other in connection with, any proposed written (or anyproposed oral) substantive communication with any such Governmental Authority with respect to thetransactions contemplated by this Agreement, (C) not participate in any meeting or oral substantivecommunication with any such Governmental Authority, with respect to the transactions contemplatedby this Agreement unless it consults with the other in advance, (D) furnish the other with copiesof all substantive correspondence, filings and communications, and memoranda setting forth thesubstance of any meetings or communications the other is not permitted to participate in pursuantto clause (C) above) between it and any such Governmental Authority with respect to thetransactions contemplated by this Agreement, (E) furnish the other with such necessary informationand reasonable assistance as the other may reasonably request in connection with its preparation ofnecessary filings or submissions of information to any each Governmental Authority and (F) respondas promptly as practicable to any inquiries received from a Governmental Authority for additionalinformation or documentation in connection with antitrust matters.(c) Without limiting the foregoing, each of Delta and US Airways agrees to take any action, orcommit to take any action required to consummate the Transaction (including with respect toselling, holding separate or otherwise disposing of any business or assets), or agree to anycondition or restriction of any Governmental Authority, (collectively, the “RegulatoryActions”) required or necessary to obtain, any of the foregoing permits, consents, approvals,expirations or terminations of waiting periods, and authorizations of Governmental Authorities;provided, that neither Delta nor US Airways shall have any obligations to agree to, andneither shall be obligated to take, any of the foregoing Regulatory Actions that individually or inthe aggregate, would reasonably be expected to have a material adverse effect on (i) the conditionor the ability to operate or use the Transferred Assets to be acquired by such Party pursuant tothis Agreement or the ownership, control, management or operations thereof by such Party, or (ii)the business or operations of such Party in the relevant geographic market. Notwithstanding theforegoing, neither Party shall be required to take any actions with respect to obtaining anyconsent of the Port Authority with respect to the transactions contemplated by this Agreementexcept to the extent required in Section 7.08(a) hereof.(d) If the actions taken by Delta and US Airways pursuant to Section 7.08(c) do not result inthe conditions set forth in Sections 8.01(a) and (b) being satisfied, then each of Delta and USAirways shall jointly (to the extent practicable) initiate and/or participate in any proceedings,whether judicial or administrative, in order to: (i) oppose or defend against any action by anyGovernmental Authority or private litigant to prevent or enjoin consummation of this Agreement (andthe transaction contemplated herein), and/or (ii) take such action as necessary to overturn anyregulatory action by any Governmental Authority or private litigant to block consummation of thisAgreement (and the transaction contemplated herein), including by defending any suit,    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**action or other legal proceeding brought by any Governmental Authority or private litigant inorder to avoid the entry of, or to have vacated, overturned or terminated, including by appeal ifnecessary, any Legal Restraint resulting from any suit, action or other legal proceeding that wouldcause any condition set forth in Sections 8.01(a) and (b) not to be satisfied, providedthat Delta and US Airways shall cooperate with one another in connection with, and shall jointlycontrol, all proceedings related to the foregoing.(e) To the extent any Transferred Assets to be acquired pursuant to the Agreement are requiredto be sold, held separate or otherwise disposed of as a condition to receipt of such regulatoryapprovals, then the Party that acquires such Transferred Assets pursuant to this Agreement shall beresponsible for satisfaction of any such condition or requirement required hereunder; provided,however, that either Party, with respect to the Transferred Assets to be acquired by such Partyhereunder, may at its option request in writing that the selling Party hold such Transferred Assetsin trust for the receiving Party and accept the direction of the receiving Party to promptlyeffectuate such disposition. The selling Party who holds such Transferred Assets in trust will, onthe closing of such disposition, remit the proceeds to the receiving Party.Section 7.09 Cooperation on DCA Gate Reallocation. To the extent permitted by Law, each ofUS Airways and Delta agrees that (i) it has prior to the date hereof cooperated, and shallcooperate, with the other Party in its communications and discussions with MWAA and any Third Party(including without limitation other airlines operating at DCA) regarding the location of such otherParty’s facilities at DCA with each Party acknowledging that the goal is for such other Party tonot be required to relocate from the premises currently leased by it at DCA and (ii) it has notprior to the date hereof advocated for or stated, and shall not advocate for or state, anypreference or desire for a gate allocation plan at DCA that would require the other Party torelocate from its current location at DCA.Section 7.10 Fees and Expenses.(a) Except as set forth in this Section 7.10, all fees and expenses incurred in connectionwith the transactions contemplated by this Agreement shall be paid by the Party incurring such feesor expenses, whether or not such transactions are consummated including without limitation allrelocation costs and expenses incurred by the Parties in connection with any relocation of theParties at LaGuardia, except that each of US Airways and Delta shall bear and pay one-half of (i)the filing fee pursuant to the HSR Act and any applicable antitrust, competition or similar filingfees of any foreign jurisdiction, and (ii) any other fees or expenses that both Parties agree to inwriting.(b) In connection with the DCA Gate Reallocation, each Party shall bear its own costs andexpenses related to the relocation of any of its own facilities    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**at DCA (and with respect to Delta, the relocation of any facilities of Northwest or itsaffiliated entities at DCA), but so long as the Transaction contemplated hereby is consummatedshall share equally in the out-of-pocket relocation costs and expenses of Air Canada, FrontierAirlines, United Airlines, American Airlines, or Continental Airlines if either US Airways or Deltais required to pay for such costs or expenses as a result of such relocation required as part ofthe DCA Gate Reallocation which occur prior to, or within twelve (12) months after, the Closing solong as US Airways complies with the covenant set forth in Section 7.09.(c) Delta and US Airways will be responsible for Transfer Taxes according to the followingallocation. The transferor with the lower aggregate transfer tax obligation (such obligation, the“Transfer Tax Amount A”) shall pay 100% of such obligation. The transferor with the higheraggregate transfer tax obligation (such obligation, the “Transfer Tax Amount B”) shall paythat portion of such obligation equal to the Transfer Tax Amount A and the Parties shall shareequally the remaining portion of such obligation (that is, the amount represented by the excess ofthe Transfer Tax Amount B over the Transfer Tax Amount A). Each Party shall, within sixty (60)days after the date hereof, but in any event prior to Closing, prepare and deliver to the otherParty for their consent (not to be unreasonably withheld, conditioned or delayed) a scheduleallocating the Purchase Price to be paid by such Party among the respective Transferred Assets andAssumed Liabilities to be purchased and assumed by such Party for Transfer Tax purposes. If eitherParty raises objections, the Parties will negotiate in good faith to resolve such objections. EachParty will cooperate in the preparation of any Tax Returns required to be filed by either Partywith respect to such Transfer Taxes, including the New York Transfer Tax Returns, and both Partiesshall execute and make arrangements to file such Tax Returns within twenty (20) days of Closing.(d) Each of Delta and US Airways shall split equally any one-time, lump sum fee charged by thePort Authority in connection with the transactions and/or any agreements contemplated by thisAgreement.Section 7.11 Publicity. Prior to Closing and in connection with the consummation of theClosing, the parties hereto shall consult with each other and shall mutually agree (the agreementof each Party not to be unreasonably withheld or delayed) upon the content and timing of any pressrelease or other public statements with respect to the transactions contemplated by this Agreementand, prior to the Closing, shall not issue any such press release or make any such public statementprior to such consultation and agreement, except as may be required by applicable Law or byobligations pursuant to any listing agreement with any securities exchange or any stock exchangeregulations as advised by counsel; provided, however, that each Party shall giveprior notice to the other Party of the content and timing of any such press release or other publicstatement required by applicable Law or by obligations pursuant to any listing agreement with anysecurities exchange or any stock exchange regulations. *****.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 7.12 Further Assurances. After the Closing, each Party shall, from time to time,at the reasonable request of the other Party, (i) execute and deliver such other instruments ofconveyance, assignment and transfer as the other Party may reasonably request, in order to moreeffectively consummate the transactions contemplated hereby and to vest in the Party good and validtitle to the Transferred Assets (or in the case of Leased Real Property, valid leasehold interests)and to confirm assumption of the Assumed US Airways Liabilities or the Assumed Delta Liabilities,as the case may be, and (ii) in addition, with respect to the transfer of the Brazilian RouteAuthorities and the ***** Slot/Frequencies, use commercially reasonable efforts to take suchactions as may be necessary to effectuate the transactions contemplated by this Agreement.Section 7.13 Tax Cooperation. As soon as practicable, but in any event within twenty (20)days after the other Party’s request, each Party shall deliver to the other party such informationand other data that is within its control relating to Tax Returns and Taxes due in connection withthe applicable Transferred Assets, and shall (at the expense of the requesting Party) provide suchother assistance as may be reasonably requested, to allow the requesting Party to complete and fileall Tax Returns, respond to any audit, litigation or other proceeding by any taxing authority withrespect to any Tax Returns or taxable period, or otherwise enable the requesting Party to satisfyits accounting or Tax requirements.Section 7.14 Delta Purchase Right. Except as may be prohibited by applicable regulation orLaw, Delta shall have the right (the “Delta Purchase Right”), pursuant to the terms andconditions set forth below, to purchase from US Airways all but not less than all of the LGAPurchase Option Slots. The Purchase Right shall be exercisable as follows:(a) Delta or any Affiliate of Delta may elect to exercise the Delta Purchase Right withrespect to the LGA Purchase Option Slots by delivery of irrevocable written notice to US Airways onor prior to *****.(b) The purchase price for each LGA Purchase Option Slot shall be equal to the lesser of (i)$***** and (ii) the Fair Market Value at the time of exercise of the Delta Purchase Right. The FairMarket Value shall be agreed upon by the Parties and, in the event the Parties cannot agree, shallbe determined by an SH&E appraisal.(c) Subject to the receipt of any necessary approvals from Governmental Authorities, theclosing of the purchase of the LGA Purchase Option Slots pursuant to this Section 7.14 shall takeplace at a place and on a date to be mutually agreed upon by the Parties, which date shall be noearlier than ***** and no later than *****, or such other date to be mutually agreed.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**(d) Upon exercise of the Delta Purchase Right, each Party agrees to use its reasonable bestefforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assistand cooperate with the other Party in doing, all things necessary, proper or advisable underapplicable Laws to consummate and make effective, as promptly as possible, the Delta PurchaseRight, including the obtaining of all necessary consents, approvals or waivers of any GovernmentalAuthority.(e) At the closing of the purchase of the LGA Purchase Option Slots, US Airways will only berequired to make, with respect to the LGA Purchase Option Slots, representations and warrantiesrelating to authorization, consents, title, use and the other representations and warrantiescontained herein applicable to the LaGuardia Slots and shall execute and deliver such otherdocuments and instruments as Delta may reasonably request to effectuate the transfer. The purchaseprice for the LGA Purchase Option Slots to be purchased pursuant to the Delta Purchase Right shallbe paid by wire transfer of immediately available funds in accordance with the written paymentinstructions furnished by US Airways at least one Business Day prior to closing.(f) All transfers pursuant to this Section 7.14 shall be free and clear of any Lien.(g) US Airways Perimeter Event. In the event that prior to ***** the “Perimeter Rule”at LaGuardia is lifted or modified in such a way to permit flights beyond the perimeter (a “USAirways Perimeter Event”), US Airways or its Affiliates shall have the right, pursuant to theterms and conditions set forth below, to delete from the LGA Purchase Option Slots one or more ofthe US Airways Perimeter Slots.(i) Prior to *****, US Airways may elect to cancel the Delta Purchase Rightwith respect to only the US Airways Perimeter Slots, by delivery of irrevocablewritten notice to Delta (the “US Airways Perimeter Event Notice”). Suchnotice shall acknowledge that a US Airways Perimeter Event has occurred and setforth the US Airways Perimeter Slots to be excluded from the Delta Purchase Right.(ii) Prior to the closing of the purchase of the Additional ***** Slotspursuant to this Section 7.14, upon Delta’s receipt of the delivery of the USAirways Perimeter Event Notice, the US Airways Perimeter Slots shall be excludedfrom the definition of LGA Purchase Option Slots.Section 7.15 DCA Call Right. In the event that prior to ***** the “Perimeter Rule” at DCAis lifted or modified in such a way to permit flights beyond the perimeter (a “Delta DCA CallEvent”), Delta or any Affiliates of Delta shall have the right (the “Delta DCA CallRight”), pursuant to the terms and procedures set forth below,    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**to purchase from US Airways up to one DCA Slot in each of the following hours: 0700, 1500, 1800,and 2200 which particular Slots shall be identified and designated by Delta in its sole discretion(the “Delta Recall Slots”). The Delta DCA Call Right shall be exercisable as follows:(a) Beginning the next calendar year after the Closing Date and ending on ***** (the“Delta DCA Call Period”), Delta may, at its option, purchase the Delta Recall Slots at apurchase price per Slot equal to the Fair Market Value at the time of exercise of the Delta DCACall Right. The Fair Market Value shall be agreed upon by the Parties and, in the event theParties cannot agree, shall be determined by an SH&E appraisal.(b) Delta or its Affiliates may elect to exercise the Delta DCA Call Right with respect to theDCA Slots, by delivery of written notice (the “Delta DCA Call Notice”) to US Airways withinthe Delta DCA Call Period.(c) In connection with the Delta DCA Call Right, Delta may deliver no more than two (2) DeltaDCA Call Notices. After the delivery of the second Delta DCA Call Notice, regardless of whetherDelta elected to purchase the Delta Recall Slots pursuant to the delivery of either of the DeltaDCA Call Notices, the Delta DCA Call Right shall terminate.(d) Subject to the receipt of any necessary approvals from Governmental Authorities, theclosing of the purchase pursuant to the exercise of the Delta DCA Call Right shall take place at aplace and on a date mutually agreed upon by the Parties, which date shall not be less than three(3) nor more than six (6) months after the delivery of the Delta DCA Call Notice.(e) Upon exercise of the Delta DCA Call Right, each Party agrees to use its reasonable bestefforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assistand cooperate with the other Party in doing, all things necessary, proper or advisable underapplicable Laws to consummate and make effective, as promptly as possible, the Delta DCA CallRight, including the obtaining of all necessary consents, approvals or waivers of any GovernmentalAuthority.(f) At the closing of the purchase of the Delta Recall Slots, US Airways will only be requiredto make representations and warranties relating to authorization, consents, title, use and theother representations and warranties contained herein applicable to the DCA Slots and shall executeand deliver such other documents and instruments as Delta may reasonably request to effectuate thetransfer. The purchase price for all Delta Recall Slots to be purchased pursuant to the Delta DCACall Right shall be paid by wire transfer of immediately available funds in accordance with thewritten payment instructions furnished by US Airways at least one Business Day prior to closing.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**(g) All transfers pursuant to this Section 7.15 shall be free and clear of any Lien.Section 7.16 Preservation of Books and Records. For a period of seven (7) years after theClosing Date, each of Delta and US Airways shall preserve and retain all corporate, accounting,Tax, legal (including any documents relating to any governmental or nongovernmental actions, suits,proceedings or investigations), auditing or other Books and Records in its possession relating tothe Delta Transferred Assets or the US Airways Transferred Assets, as applicable, prior to theClosing Date.Section 7.17 Northwest DCA Slot Leases. The Parties agree and acknowledge that, unlesssooner terminated, the Northwest DCA Slot Lease Agreement shall automatically terminate, effectiveconcurrently with the consummation of the Closing without any further required action by theParties.Section 7.18 Bond Accounts.(a) After the earlier of (i) the date the Bonds are repaid in full or otherwise defeased and(ii) December 1, 2015 (the “Bond Repayment Date”), Delta shall pay to US Airways, an amountin cash, as the same may be adjusted pursuant to the provisions hereof, equal to the US AirwaysProportionate Share (defined below) of the aggregate amount in the Bond Accounts which is returnedby the Bond Trustee to Delta (or any successor to Delta), as lessee under the East End TerminalLease, pursuant to the Bond Documents (such returned funds, the “Delta Bond Escrow Funds”and the US Airways Proportionate Share of the Delta Bond Escrow Funds, the “US Airways BondEscrow Funds”). “US Airways Proportionate Share”, as used herein, shall mean the ratiocomputed as follows: the number of months (plus any fraction thereof) from the commencement of thetenancy by US Airways at the East End Terminal pursuant to the terms of the East End Terminal Leaseuntil the Closing Date, divided by (y) the number of months (plus any fraction thereof)from the commencement of the tenancy by US Airways at the East End Terminal pursuant to the termsof the East End Terminal Lease until the Bond Repayment Date. Delta shall pay the US Airways BondEscrow Funds to US Airways within five (5) Business Days after Delta’s receipt of the Delta BondEscrow Funds.(b) Notwithstanding the foregoing, if the Delta Bond Escrow Funds are less than $***** (the“Bond Fund Closing Balance”), the aggregate balance of the Bond Accounts as of August 4,2009, and if (i) such reduction in the aggregate balance of the Bond Accounts is neither the faultof Delta nor the fault of US Airways, then the US Airways Bond Escrow Funds shall be computed inaccordance with Section 7.18(a) based upon the actual amount of the Delta Bond Escrow Funds; (ii)such reduction in the aggregate balance of the Bond Accounts is attributable to the fault of Delta,then the US Airways Bond Escrow Funds shall be equal to the US Airways Proportionate Share of theBond Fund Closing Balance, and (iii) such reduction in the    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**aggregate balance of the Bond Accounts is attributable to the fault of US Airways, then the USAirways Bond Escrow Funds shall be reduced by an amount equal to the reduction in the Delta BondEscrow Funds which is the fault of US Airways. Further, the US Airways Bond Escrow Funds shall bereduced by any amount required to be paid by Delta to the Port Authority or the Bond Trustee as aresult of any transfer from the Debt Service Fund to the Bond Fund due to inadequate funds in theBond Fund prior to Closing (to the extent such amount is not reimbursed by US Airways to Delta) andby any amount applied to US Airways’ rental or debt service obligations or transferred to USAirways prior to Closing that reduces the balance in the Debt Service Fund below the Bond FundClosing Balance. The US Airways Bond Escrow Funds shall be increased by any amount required to bepaid by US Airways to the Port Authority or the Bond Trustee as a result of any transfer from theDebt Service Fund to the Bond Fund due to inadequate funds in the Bond Fund on or after Closing(and to the extent attributable to any failure of Delta to pay rents due under the East EndTerminal Lease on or after Closing).(c) The failure of Delta to perform its obligations with respect to the Assumed Bond Documentsand/or Delta’s (or any Delta successor’s) approval of any amendment, modification or waiver withrespect to any Bond Document(s) affecting, in a manner adverse to the lessee under the East EndTerminal Lease, the Bond Trustee’s obligation to return any amounts or balances of the BondAccounts to the lessee under the East End Terminal Lease shall, in each instance, constitute“fault” by Delta for the purposes of this Section 7.18. The failure of US Airways to perform itsobligations with respect to the US Airways Retained Bond Obligations and/or US Airways’ approval ofany amendment, modification or waiver with respect to any Bond Document(s) affecting, in a manneradverse to the lessee under the East End Terminal Lease, the Bond Trustee’s obligation to returnany amounts or balances of the Bond Accounts to the lessee under the East End Terminal Lease shall,in each instance, constitute “fault” by US Airways for the purposes of this Section 7.18.Application of the amounts in the Bond Accounts as contemplated by Section 82(a)(3) of the East EndTerminal Lease shall not be deemed to be a reduction that is the fault of Delta or US Airways andthere shall be no payment (or adjustment) from Delta to US Airways, or from US Airways to Delta, insuch circumstance.(d) The US Airways Bond Escrow Funds shall be reduced by the US Airways Proportionate Share ofany fees, charges or other payments required to be paid by Delta to the Trustee or the PortAuthority with respect to the Delta Bond Escrow Funds or the transfer thereof, provided suchpayment is not attributable to the fault of Delta.(e) Delta’s covenant to pay to US Airways the US Airways Bond Escrow Funds shall be absoluteand unconditional and shall survive Closing.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 7.19 Underground Storage Tanks. Promptly following the date of this Agreement,*****.Section 7.20 US Airways Maintenance Obligations.(a) During the period from the date of this Agreement and continuing until the Closing, USAirways shall perform, or cause to be performed, maintenance and operability testing as set forthon Exhibit R hereto with respect to all jet bridges and associated jet bridge equipment atthe US Airways LaGuardia Leased Real Property to demonstrate safe operability of all such bridgesand equipment as of Closing. In addition, during the period from the date of this Agreement andcontinuing until the Closing, US Airways shall use reasonable efforts to demonstrate compliancewith all Original Equipment Manufacturer safety service bulletins and otherwise shall notify Deltaof all such safety service bulletins that US Airways has not complied with or for which it has noknowledge of compliance.(b) During the period from the date of this Agreement and continuing until the Closing, USAirways shall maintain the Roof of each US Airways LaGuardia Leased Real Property with materialsand workmanship as currently in place as of the date of execution of this Agreement and shall bedone so from day to day to maintain the Roof in working condition, including the repair andreplacement of broken or damaged components and reasonable diligence with respect to the preventionof leaks. Notwithstanding anything to the contrary, during the period from the date of thisAgreement and continuing until the Closing, should a leak or leaks appear from time to time, USAirways shall promptly seek to identify the point of water penetration and then diligently repairthe damaged components. In addition, during the period from the date of this Agreement andcontinuing until the Closing, US Airways shall repair any portion of the US Airways LaGuardiaLeased Real Property that is damaged by any such leak(s) to a condition reasonably similar to thecondition as of the date of execution of this Agreement, reasonable wear and tear accepted.(c) During the period from the date of this Agreement and continuing until the Closing, USAirways shall maintain the Ramp included in the US Airways LaGuardia Leased Real Property withmaterials and workmanship as currently in place as of the date of execution of this Agreement andfrom day to day so as to repair and replace any post-execution Ramp spalling and/or Ramp failure.Section 7.21 Delta Maintenance Obligations.(a) During the period from the date of this Agreement and continuing until the Closing, Deltashall perform, or cause to be performed, maintenance and operability testing as set forth onExhibit R hereto with respect to all jet bridges and associated jet bridge equipment at theDelta LaGuardia Leased Real Property to demonstrate safe operability of all such bridges andequipment as of Closing. In addition,    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**during the period from the date of this Agreement and continuing until the Closing, Deltashall use reasonable efforts to demonstrate compliance with all Original Equipment Manufacturersafety service bulletins and otherwise shall notify US Airways of all such safety service bulletinsthat Delta has not complied with or for which it has no knowledge of compliance.(b) During the period from the date of this Agreement and continuing until the Closing, Deltashall maintain the Roof of each Delta LaGuardia Leased Real Property with materials and workmanshipas currently in place as of the date of execution of this Agreement and shall be done so from dayto day to maintain the Roof in working condition, including the repair and replacement of broken ordamaged components and reasonable diligence with respect to the prevention of leaks.Notwithstanding anything to the contrary, during the period from the date of this Agreement andcontinuing until the Closing, should a leak or leaks appear from time to time, Delta shall promptlyseek to identify the point of water penetration and then diligently repair the damaged components.In addition, during the period from the date of this Agreement and continuing until the Closing,Delta shall repair any portion of the Delta LaGuardia Leased Real Property that is damaged by anysuch leak(s) to a condition reasonably similar to the condition as of the date of execution of thisAgreement, reasonable wear and tear accepted.(c) During the period from the date of this Agreement and continuing until the Closing, Deltashall maintain the Ramps included in the Delta LaGuardia Leased Real Property with materials andworkmanship as currently in place as of the date of execution of this Agreement and from day to dayso as to repair and replace any post-execution Ramp spalling and/or Ramp failure.Section 7.22 In-Line Screening System. During the period from the date of this Agreementand continuing until the Closing, US Airways and Delta shall use reasonable efforts to workcooperatively with each other, the Port Authority, and the Transportation Security Administrationto define a fully inline baggage screening solution at the East End Terminal, the Shuttle Terminal,Terminal D at LaGuardia, and the Marine Air Terminal, respectively, that meets the operationalneeds of the airline users of the respective facility and maximizes eligibility of available grantfunding for inline screening projects. During the period from the date of this Agreement andcontinuing until the Closing, US Airways and Delta shall each and collectively use reasonableefforts to develop and promote the development of design and construction documents.Section 7.23 DISCLAIMER OF WARRANTY.(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, US AIRWAYS TRANSFERS AND DELTA TAKES THE USAIRWAYS TRANSFERRED ASSETS, INCLUDING US AIRWAYS LAGUARDIA TANGIBLE    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**PERSONAL PROPERTY “AS-IS,” “WHERE-IS.” EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLYPROVIDED IN ARTICLE V OR IN THE ANCILLARY DOCUMENTS, US AIRWAYS DOES NOT MAKE, HAS NOT MADE ANDSHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY EXPRESSLY DISCLAIMS AND WILL BE DEEMED TO HAVEEXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE,WORKMANSHIP, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULARPURPOSE OF THE US AIRWAYS TRANSFERRED ASSETS, INCLUDING US AIRWAYS LAGUARDIA TANGIBLE PERSONALPROPERTY, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THEABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONSBASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS ORIMPLIED, WITH RESPECT TO THE US AIRWAYS TRANSFERRED ASSETS OR OTHERWISE.(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, DELTA TRANSFERS AND US AIRWAYS TAKES THEDELTA TRANSFERRED ASSETS, INCLUDING DELTA TANGIBLE PERSONAL PROPERTY “AS-IS,” “WHERE-IS.” EXCEPTFOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN ARTICLE VI OR IN THE ANCILLARYDOCUMENTS, DELTA DOES NOT MAKE, HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBYEXPRESSLY DISCLAIMS AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY REPRESENTATION ORWARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, WORKMANSHIP, CONDITION, DESIGN, OPERATION,MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE DELTA TRANSFERRED ASSETS,INCLUDING DELTA TANGIBLE PERSONAL PROPERTY, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHEROR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT,AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION ORWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE DELTA TRANSFERRED ASSETS OR OTHERWISE.ARTICLE VIIIConditions Precedent to the ClosingSection 8.01 Conditions to Each Party’s Obligation to Effect the Transaction. Therespective obligation of each Party to consummate the Transaction is    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:(a) Governmental Approvals. The Governmental Approvals as set forth on Schedule5.04 and Schedule 6.04 shall have been obtained.(b) No Legal Restraints. No judgment, order, injunction (whether temporary,preliminary or permanent), decree, statute, law, ordinance, rule or regulation, or other legalrestraint or prohibition, entered, enacted, promulgated, enforced or issued by any court,arbitrator or other Governmental Authority of competent jurisdiction (collectively, the “LegalRestraints”) shall be in effect that makes illegal or prohibits the consummation of thetransactions contemplated by this Agreement or the Ancillary Documents.Section 8.02 Conditions to Obligations of Delta. The obligations of Delta to consummatethe Transaction are further subject to the following conditions:(a) Representations and Warranties. The representations and warranties of US Airwayscontained in this Agreement, or in any exhibit, schedule or document delivered pursuant hereto(disregarding any limitation as to “materiality,” “US Airways Material Adverse Effect” or similarqualifiers set forth therein), shall be true and correct in all respects as of the Closing Date asif made at and as of such time (except for any representation or warranty that is made only as of aspecified date, which need only to be true as of such specified date), except where the failure tobe so true and correct has not had and would not reasonably be expected to have, eitherindividually or in the aggregate, a US Airways Material Adverse Effect.(b) Performance of Obligations of US Airways. US Airways shall have performed in allmaterial respects all covenants and agreements required to be performed by it under this Agreementat or prior to the Closing Date.(c) Officer’s Certificate. Delta shall have received a certificate, dated as of theClosing Date, executed on behalf of US Airways by an authorized officer thereof, certifying thatthe conditions specified in Section 8.02(a) and 8.02(b) have been fulfilled.(d) Closing Deliveries. US Airways shall have delivered to Delta all documentsrequired to be delivered by US Airways pursuant to Sections 4.03(a), (b), and (c).(e) Port Authority.(1) The Port Authority shall have provided written consent to the transfersand assignments of each of the Delta Port    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Authority Documents to Delta and to the assumption by Delta of theobligations thereunder;(2) Taking into consideration (x) the Assignment and Assumption Agreementsfor the Existing US Airways Documents, (y) any new agreement between Delta and thePort Authority relative to the same matters as are covered under the Additional USAirways Agreements and (z) the terms and conditions of such Port Authorityconsents relating to the foregoing agreements and the transactions contemplatedhereunder, taken as a whole, the Existing US Airways Documents shall have beenassigned and transferred to Delta on terms and conditions that would not, or wouldnot reasonably be expected to, in the aggregate, result in (i) a materialreduction or impairment of the rights that US Airways enjoyed under the ExistingUS Airways Documents and the Additional US Airways Agreements immediately prior tothe date of this Agreement; (ii) a material increase in the Liabilities orobligations to which US Airways was subject under the Existing US AirwaysDocuments and the Additional US Airways Agreements immediately prior to the dateof this Agreement; or (iii) a material adverse effect on the ability of Delta tooperate or use the facilities subject to the Existing US Airways Documents and theAdditional US Airways Agreements in the same manner as operated and used by USAirways immediately prior to the date of this Agreement;(3) the Port Authority shall have agreed and acknowledged in writing that:(i) notwithstanding anything to the contrary contained in Section 82(e) of theEast End Terminal Lease (originally Section 82(f) and redesignated as Section82(e) pursuant to Supplement No. 1 (as defined in Schedule 1.01(E) hereto)), theterms and conditions of Section 82 of the East End Terminal Lease shall continuein full force and effect as between the Port Authority and Delta after theexecution of the Assignment and Assumption Agreement for the East End TerminalLease; and (ii) the East End Terminal Lease shall not be cross-defaulted with anyact or omission by US Airways, Eastern Air Lines, Inc. and/or ContinentalAirlines, Inc. with respect to the East End Terminal Lease or any other contractby and between the Port Authority and any of US Airways, Eastern Air Lines, Inc.and/or Continental Airlines, Inc.; and(4) the conditions set forth in Section 8.03(e)(1) shall have been satisfied.(f) FAA Approvals. All consents, approvals, licenses, orders, exemptions, waivers orauthorizations of or from the FAA required to be obtained shall have been obtained for (i) thetransfer of the LaGuardia Slots including without    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**limitation, the waiver of US Airways’ reversionary interest under the LaGuardia Order and (ii)the lease of Slots contemplated by the LaGuardia Slot Lease.(g) DOT. All consents, approvals, licenses, orders, exemptions, waivers orauthorizations of or from the DOT required to be obtained for the transfer of the US AirwaysBrazilian Route Authorities to Delta shall have been obtained.(h) Bankruptcy Event. No Bankruptcy Event has occurred with respect to US Airways.(i) UCC Releases. The release of all security interests in the US Airways TransferredAssets by US Airways’ lenders and applicable UCC-3 termination statements, in each case, in formand substance reasonably satisfactory to Delta.(j) Slots. As of the Closing Date, there has not been a withdrawal of or any proposedwithdrawal of, or any restriction imposed or proposed with respect to the LaGuardia Slots by theFAA, the DOT or any other Governmental Authority, which has or reasonably would be expected tohave, individually or in the aggregate, a US Airways Material Adverse Effect.Section 8.03 Conditions to Obligation of US Airways. The obligation of US Airways toconsummate the Transaction is further subject to the following conditions:(a) Representations and Warranties. The representations and warranties of Deltacontained in this Agreement, or in any exhibit, schedule or document delivered pursuant hereto(disregarding any limitation as to “materiality,” “Delta Material Adverse Effect” or similarqualifiers set forth therein), shall be true and correct in all respects, as of the Closing Date asif made at and as of such time (except for any representation or warranty that is made only as of aspecified date, which need only to be true as of such specified date), except where the failure tobe so true and correct has not had and would not reasonably be expected to have, eitherindividually or in the aggregate, a Delta Material Adverse Effect.(b) Performance of Obligations of Delta. Delta shall have performed in all materialrespects all covenants and agreements required to be performed by it under this Agreement at orprior to the Closing Date.(c) Officer’s Certificate. US Airways shall have received a certificate, dated as ofthe Closing Date, executed on behalf of Delta by an authorized officer thereof, certifying that theconditions specified in Section 8.03(a) and 8.03(b) have been fulfilled.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**(d) Closing Deliveries. Delta shall have delivered to US Airways all documentsrequired to be delivered by Delta pursuant to Section 4.02(a), (b) and (c).(e) Port Authority.(1) The Port Authority shall have provided written consent to the transfersand assignments of each of the US Airways Port Authority Documents to US Airwaysand to the assumption by US Airways of the obligations thereunder;(2) Taking into consideration the Assignment and Assumption Agreements forthe Existing Delta Documents and the terms and conditions of such Port Authorityconsents, taken as a whole, the Existing Delta Documents shall have been assignedand transferred to US Airways on terms and conditions that would not, or would notreasonably be expected to, in the aggregate, result in (i) a material reduction orimpairment of the rights that Delta or Northwest, as applicable, enjoyed under theExisting Delta Documents immediately prior to the date of this Agreement; (ii) amaterial increase in the Liabilities or obligations to which Delta or Northwest,as applicable, was subject under the Existing Delta Documents immediately prior tothe date of this Agreement; or (iii) a material adverse effect on the ability ofUS Airways to operate or use the facilities subject to the Existing DeltaDocuments in the same manner as operated and used by Delta or Northwest, asapplicable, immediately prior to the date of this Agreement; and(3) the conditions set forth in Section 8.02(e)(1) shall have been satisfied.(f) FAA Approvals. All consents, approvals, licenses, orders, exemptions, waivers orauthorizations of or from the FAA required to be obtained shall have been obtained for (i) thetransfer of the DCA Slots and (ii) the lease of Slots contemplated by the DCA Slot Lease.(g) DOT. All consents, approvals, licenses, orders, exemptions, waivers orauthorizations of or from the DOT required to be obtained for the transfer of the Delta BrazilianRoute Authorities to US Airways shall have been obtained.(h) Bankruptcy Event. No Bankruptcy Event has occurred with respect to Delta.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**(i) Delta UCC Releases. The release of all security interests in the DeltaTransferred Assets by Delta’s lenders and applicable UCC-3 termination statements, in each case, inform and substance reasonably satisfactory to US Airways.(j) Northwest UCC Releases. The release of all security interests in the DeltaTransferred Assets by Northwest’s lenders and applicable UCC-3 termination statements, in eachcase, in form and substance reasonably satisfactory to US Airways.(k) Slots. As of the Closing Date, there has not been a withdrawal of or any proposedwithdrawal of, or any restriction imposed or proposed with respect to the DCA Slots by the FAA, theDOT or any other Governmental Authority, which has or reasonably would be expected to have,individually or in the aggregate, a Delta Airways Material Adverse Effect.ARTICLE IXSurvival; IndemnificationSection 9.01 Survival. All of the representations, warranties, covenants and agreements ofthe Parties contained in this Agreement, any exhibit to this Agreement, all certificates deliveredby Delta and US Airways to each other pursuant to this Agreement or in any Ancillary Document shallsurvive indefinitely unless otherwise expressly provided below (and not be affected in any respectby) the Closing and any investigation conducted by any Party hereto and any information orknowledge which any Party may have or receive. Notwithstanding the foregoing, other than for fraudor intentional misrepresentation, (1) the representations and warranties contained in or madepursuant to this Agreement, any exhibit to this Agreement, all certificates delivered by Delta andUS Airways to each other pursuant to this Agreement or in any Ancillary Document and the indemnityobligations for the inaccuracy or breach of such representations and warranties contained inSections 9.02(a)(i) and 9.03(a)(i) shall terminate on, and no claim or Action with respect theretomay be brought, after the date that is eighteen (18) months immediately following the Closing Date;provided, however, that (x) the representations and warranties contained inSections 5.01 and 6.01 (in each case, first sentence only) (Organization; Standing and Power),5.02 and 6.02 (Authority Execution and Delivery; Enforceability), Sections 5.08 and 6.08 (in eachcase, last sentence only) (Title to Assets), Sections 5.15 and 6.15 (Environmental Matters) andSections 5.16 and 6.16 (Taxes) and the indemnity obligations for the inaccuracy or breach of suchrepresentations and warranties contained in Sections 9.02(a)(i) or 9.03(a)(i) shall survive untilfive (5) years after the Closing Date; provided further, however, that therepresentations and warranties contained in Section 5.14 shall survive until the earlier of thepayment in full of the Bond Obligations and December 1, 2015, (2) the covenants and agreementscontained in Sections 7.01, 7.02, 7.04, 7.05, 7.07, 7.08, 7.09 and 7.11 and the indemnityobligations for a breach of such covenants and    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**agreements contained in Sections 9.02(a)(ii) or 9.03(a)(ii) shall terminate on, and no claim orAction with respect thereto may be brought, after the date that is eighteen (18) months immediatelyfollowing the Closing, and (3) the indemnity obligations contained in Sections 9.02(a)(iv) or9.03(a)(iv) shall terminate on, and no claim or Action with respect thereto may be brought, afterthe date that is six (6) years immediately following the Closing. Notwithstanding anything in thisSection 9.01 to the contrary, the representations, warranties, covenants and agreements and theapplicable indemnity obligations for breach or inaccuracy thereof that terminate pursuant to thisSection 9.01, and the liability of any Party with respect thereto pursuant to this Article IX,shall not terminate with respect to any claim, whether or not fixed as to liability or liquidatedas to amount, with respect to which the Indemnifying Party has been given written notice from theIndemnified Party in accordance with this Agreement setting forth the facts upon which the claimfor indemnification is based prior to the expiration of the applicable survival period.Section 9.02 Indemnification by Delta.(a) From and after the Closing and subject to this Article IX, Delta hereby agrees toindemnify, reimburse, defend and hold harmless US Airways and its Affiliates and theirRepresentatives (collectively, the “US Airways Indemnified Persons”) for, from, and againstall Losses based upon, arising out of, asserted against, resulting from, imposed on, in connectionwith, or otherwise in respect of:(i) the inaccuracy or breach as of the Closing Date of any representation orwarranty of Delta contained in or made pursuant to this Agreement, or in anycertificate or instrument delivered by Delta at the Closing in connectiontherewith (for purposes of determining if there is any such inaccuracy or breachand for purposes of calculating any Losses arising from such inaccuracy or breach,such representation and warranty shall be read as if it were not qualified by theterm “material,” “materiality” or “Delta Material Adverse Effect” or a similarmateriality term qualification);(ii) the breach by Delta of, or the failure by Delta to perform, any of itscovenants or other agreements contained in this Agreement;(iii) the Assumed US Airways Liabilities;(iv) Third Party claims against US Airways Indemnified Persons for anExcluded Delta Liability;(v) with respect to the sale of the Delta Transferred Assets only, thefailure to comply with any provision of    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**applicable bulk sales or similar Laws in connection with the transactionscontemplated hereby; and(vi) Delta’s failure to perform its obligations with respect to the BondObligations solely to the extent such obligations constitute Assumed US AirwaysLiabilities, whether or not such obligations are set forth in (A) the Assignmentand Assumption Agreement of the East End Terminal Lease and Port Approval BondDocuments, (B) the Assignment and Assumption Agreement of the Other Assumed BondDocuments, (C) the East End Terminal Lease and/or the Assumed Bond Documents,provided that, notwithstanding anything herein to the contrary, Delta shall haveno obligation or Liability with respect to the US Airways Retained BondObligations.(b) Notwithstanding anything to the contrary contained herein, except with respect to theinaccuracy or breach of the representations and warranties contained in the Specified Sections, orfor fraud or intentional misrepresentation: (i) Delta shall not be required, pursuant to Sections9.02(a)(i), 9.02(a)(ii) (only with respect to claims relating to Section 7.02) or 9.02(a)(iv) toindemnify, defend or hold harmless unless the amount of any Loss related to an individual claimunder Sections 9.02(a)(i), 9.02(a)(ii) (only with respect to claims relating to Section 7.02) or9.02(a)(iv) is greater than $100,000 (the “Individual Threshold”), and Delta will beobligated to indemnify for all of the US Airways Indemnified Person’s Losses with respect to anysuch claim; and (ii) the cumulative aggregate indemnity obligations of Delta under Section 9.02(a)(other than with respect to Sections 9.02(a)(iii), 9.02(a)(v) and 9.02(a)(vi)) shall in no eventexceed $***** (the “Delta Cap Amount”).Section 9.03 Indemnification by US Airways.(a) From and after the Closing and subject to this Article IX, US Airways hereby agrees toindemnify, reimburse, defend and hold harmless Delta and its Affiliates and their Representatives(collectively, the “Delta Indemnified Persons”) for, from, and against all Losses basedupon, arising out of, asserted against, resulting from, imposed on, in connection with, orotherwise in respect of:(i) the inaccuracy or breach as of the Closing Date of any representation orwarranty of US Airways contained in or made pursuant to this Agreement, or in anycertificate or instrument delivered by US Airways at the Closing in connectiontherewith (for purposes of determining if there is any such inaccuracy or breachand for purposes of calculating any Losses arising from such inaccuracy or breach,such representation and warranty shall be read as if it were not qualified by theterm “material,” “materiality” or “US Airways Material Adverse Effect” or asimilar materiality term qualification);    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**(ii) the breach by US Airways of, or the failure by US Airways to perform,any of its covenants or other agreements contained in this Agreement;(iii) the Assumed Delta Liabilities;(iv) Third Party claims against Delta Indemnified Persons for an Excluded USAirways Liability;(v) with respect to the sale of the US Airways Transferred Assets only, thefailure to comply with any provision of applicable bulk sales or similar Laws inconnection with the transactions contemplated hereby; and(vi) US Airways’ failure to perform any of its obligations with respect tothe US Airways Retained Bond Obligations.(b) Notwithstanding anything to the contrary contained herein, except with respect to theinaccuracy or breach of the representations and warranties contained in the Specified Sections, orfor fraud or intentional misrepresentation: (i) US Airways shall not be required, pursuant toSections 9.03(a)(i), 9.03(a)(ii) (only with respect to claims relating to Section 7.01) or9.03(a)(iv) to indemnify, defend, or hold harmless unless the amount of any Loss related to anindividual claim under Sections 9.03(a)(i), 9.03(a)(ii) (only with respect to claims relating toSection 7.01) or 9.03(a)(iv) is greater than the Individual Threshold, and US Airways will beobligated to indemnify for all of the Delta Indemnified Person’s Losses with respect to any suchclaim; and (ii) the cumulative aggregate indemnity obligations of US Airways under Section 9.03(a)(other than with respect to Sections 9.03(a)(iii), 9.03(a)(v) and 9.03(a)(vi)) shall in no eventexceed $***** (the “US Airways Cap Amount”).Section 9.04 Indemnification Procedures.(a) If any US Airways Indemnified Person, on the one hand, or any Delta Indemnified Person, onthe other hand (the “Indemnified Party”), has a claim that would reasonably give rise to anobligation on the part of Delta or US Airways, other than a Third Party Claim, to provideindemnification (the “Indemnifying Party”) pursuant to this Article IX, the IndemnifiedParty shall promptly give the Indemnifying Party written notice thereof (the “IndemnificationClaim Notice”); provided, however, that the failure to give such prompt noticeshall not prevent any Indemnified Party from being indemnified hereunder for any Losses, except tothe extent that the failure to so promptly notify the Indemnifying Party materially damages ormaterially prejudices the Indemnifying Party’s ability to defend against such claim. AnyIndemnification Claim Notice shall set forth the amount, if known, or, if not known, an estimate ofthe foreseeable maximum amount of claimed Losses, a description in reasonable detail of the    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**basis for such claim and the Sections of the Agreement allegedly breached which are the basisof the claim.(b) Upon receipt by an Indemnified Party of notice of a claim, or the commencement of anyAction, by a Third Party that would reasonably give rise to an obligation to provideindemnification pursuant to this Article IX (a “Third Party Claim”), the Indemnified Partywill give the Indemnifying Party prompt written notice thereof (the “Third PartyIndemnification Claim Notice”); provided, however, that the failure of theIndemnified Party to so promptly provide written notice to the Indemnifying Party shall not preventany Indemnified Party from being indemnified for any Losses, except to the extent that the failureto so promptly notify the Indemnifying Party materially damages or materially prejudices theIndemnifying Party’s ability to defend against such claim. Any Third Party Indemnification ClaimNotice shall set forth the amount, if known, or, if not known, an estimate of the foreseeablemaximum amount of claimed Losses, a description in reasonable detail of the basis for such claimand the Sections of the Agreement allegedly breached which are the basis of the claim. TheIndemnified Party shall enclose with the Third Party Indemnification Claim Notice a copy of allpapers served with respect to such Third Party Claim, if any, and any other documents reasonablyevidencing such Third Party Claim.(c) In the event the Indemnifying Party receives a Third Party Indemnification Claim Noticepursuant to Section 9.04(b), the Indemnifying Party shall notify the Indemnified Party withinfifteen (15) Business Days following its receipt of such notice whether the Indemnifying Partydisputes its liability to the Indemnified Party under this Article IX. If the Indemnifying Partyconfirms in writing to the Indemnified Party within 15 Business Days after receipt of the ThirdParty Indemnification Claim Notice the Indemnifying Party’s responsibility to indemnify, defend andhold harmless the Indemnified Party therefor and within such 15 Business Day period demonstrates tothe Indemnified Party’s good faith reasonable satisfaction that the Indemnifying Party has or canbe reasonably expected to have sufficient financial resources in order to indemnify for the fullamount of any quantifiable Losses that are reasonably likely to be incurred in connection with suchclaim, the Indemnifying Party may elect to assume control over the compromise or defense of suchThird Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s owncounsel, which counsel will be reasonably satisfactory to the Indemnified Party. If theIndemnifying Party so elects to assume control over the compromise and defense of such Third PartyClaim, the Indemnifying Party shall within such 15 Business Days (or sooner, if the nature of theasserted Third Party Claim so requires) notify the Indemnified Party of such Indemnifying Party’sintent to do so, and the Indemnified Party shall and shall cause each of its Affiliates andRepresentatives to cooperate, at the expense of the Indemnifying Party, in the compromise of, ordefense against, such Third Party Claim; provided, however, that: (i) theIndemnified Party may, if such Indemnified Party so desires, employ counsel at such IndemnifiedParty’s own expense to assist and participate in the handling (but not control the defense) of anyThird Party Claim; (ii) the Indemnifying    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Party shall keep the Indemnified Party advised of all material events with respect to anyThird Party Claim; and (iii) no Indemnifying Party will, without the prior written consent of eachIndemnified Party (which consent shall not be unreasonably withheld), settle or compromise orconsent to the entry of any judgment in any pending or threatened Action in respect of whichindemnification may be sought hereunder (whether or not any such Indemnified Party is a party tosuch Action), (A) unless such settlement, compromise or consent by its terms obligates theIndemnifying Party to pay the full amount of the liability in connection with such Third PartyClaim and includes a complete and unconditional release of all such Indemnified Parties from allliability arising out of such claim or Action as well as no admission of wrongdoing on behalf ofthe Indemnified Parties, and (B) to the extent such judgment, compromise, consent or settlementprovides for equitable relief which adversely effects the Indemnified Party.(d) Notwithstanding anything contained herein to the contrary, the Indemnifying Party shallnot be entitled to have, subject to this Article IX, control over (and if it so desires, theIndemnified Party shall have, subject to this Article IX, control over) the defense, settlement,adjustment or compromise of (but, subject to this Article IX, the Indemnifying Party shallnevertheless be required to pay all Losses incurred by the Indemnified Party in connection withsuch defense, settlement or compromise if and to the extent liable under the terms of this ArticleIX): (i) any Third Party Claim that seeks an order, injunction or other equitable relief againstany Indemnified Party or any of its Affiliates; (ii) any Third Party Claim in which both theIndemnifying Party and the Indemnified Party are named as parties and either the Indemnifying Partyor the Indemnified Party determines in its reasonable judgment with advice of counsel that theremay be one or more legal defenses available to it that are different from or additional to thoseavailable to the other party or that an actual or potential conflict of interest between suchparties may exist in respect of such Action; or (iii) any Third Party Claim in which theIndemnifying Party does not elect or is otherwise not permitted to assume control or, afterassuming such control, fails to diligently defend against such claim in good faith (it being agreedthat settlement of such claim in accordance with this Section 9.04 does not constitute such afailure to defend); provided, however, that no Indemnified Party will, without ten(10) Business Days prior written notice to the Indemnifying Party, settle or compromise or consentto the entry of any judgment in any pending or threatened action in respect of whichindemnification may be sought hereunder (whether or not any such Indemnifying Party is a party tosuch action). In the event that an Indemnifying Party is prevented from assuming the defense dueto clauses (i) or (ii) of preceding sentence, the following shall apply (i) the Indemnifying Partymay, if such Indemnifying Party so desires, employ counsel at such Indemnifying Party’s own expenseto assist and participate in the handling (but not control the defense) of any Third Party Claim;(ii) the Indemnified Party shall keep the Indemnifying Party advised of all material events withrespect to any Third Party Claim; and (iii) the Indemnified Party shall diligently defend in goodfaith (it being agreed that settlement of such Third Party Claim does not constitute a failure todefend) such Third Party Claim.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**In the event that the Indemnifying Party did not elect to assume the defense, or is otherwiseprohibited from assuming the defense, of such Third Party Claim in accordance with clause (c) ofthis Section 9.04 and subsequent to the time periods set forth in clause (c) of this Section 9.04,the Indemnifying Party (A) confirms in writing to the Indemnified Party the Indemnifying Party’sresponsibility to indemnify, defend and hold harmless the Indemnified Party therefore, (B)reimburses the Indemnified Party for all out-of-pocket Losses (including without limitation allLegal Expenses) theretofore incurred by such Indemnified Party with respect to such Third PartyClaim, and (C) demonstrates to the Indemnified Party’s good faith reasonable satisfaction that theIndemnifying Party has or can be reasonably expected to have sufficient financial resources inorder to indemnify for the full amount of any quantifiable Losses that are reasonably likely to beincurred in connection with such claim, then the Indemnifying Party shall be entitled to assumecontrol over the compromise or defense of such Third Party Claim at such Indemnifying Party’s ownexpense and by such Indemnifying Party’s own counsel, which counsel will be reasonably satisfactoryto the Indemnified Party. If the Indemnifying Party so elects to assume control over thecompromise and defense of such Third Party Claim, the Indemnifying Party shall provide theIndemnified Party written notice of such Indemnifying Party’s intent to do so, and the IndemnifiedParty shall and shall cause each of its Affiliates and Representatives to cooperate, at the expenseof the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim;provided, however, that: (i) the Indemnified Party may, if such Indemnified Partyso desires, employ counsel at such Indemnified Party’s own expense to assist and participate in thehandling (but not control the defense) of any Third Party Claim; (ii) the Indemnifying Party shallkeep the Indemnified Party advised of all material events with respect to any Third Party Claim;and (iii) no Indemnifying Party will, without the prior written consent of each Indemnified Party(which consent shall not be unreasonably withheld), settle or compromise or consent to the entry ofany judgment in any pending or threatened Action in respect of which indemnification may be soughthereunder (whether or not any such Indemnified Party is a party to such Action), (A) unless suchsettlement, compromise or consent by its terms obligates the Indemnifying Party to pay the fullamount of the liability in connection with such Third Party Claim and includes a complete andunconditional release of all such Indemnified Parties from all liability arising out of such claimor Action as well as no admission of wrongdoing on behalf of the Indemnified Parties, and (B) tothe extent such judgment, compromise, consent or settlement provides for equitable relief whichadversely effects the Indemnified Party.(e) In connection with any defense of a Third Party Claim (whether by the Indemnifying Partiesor the Indemnified Parties), all of the parties hereto shall, and shall cause their respectiveAffiliates and Representatives to, cooperate in the defense or prosecution thereof and to in goodfaith retain and furnish such records, information and testimony, and attend such conferences,discovery proceedings, hearings, trials and appeals, as may be reasonably requested by a Party inconnection therewith.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 9.05 Set Off; Etc.(a) If any Indemnified Party becomes entitled to indemnification from an Indemnifying Partypursuant to this Agreement, such indemnification payment will be made in cash upon demand.(b) Delta or US Airways, as the case may be, may, at its option (at any time and from time totime), reduce after determination by a final nonappealable judgment that amounts are owed hereunderany amount owed by Delta or US Airways, as the case may be, to US Airways or Delta, as the case maybe, under this Agreement (pursuant to this Article IX) or any other Ancillary Document by all orpart of any amount owed by US Airways to Delta, as the case may be, under this Agreement (pursuantto this Article IX), any other Ancillary Document or any other agreements between Delta, on the onehand, and US Airways on the other hand; provided, however, that no reduction or set off shall bepermitted with respect to the US Airways Purchase Price, the Delta Purchase Price, the Delta BondEscrow Funds, the US Airways Bond Escrow Funds, the Delta Purchase Right, the Delta DCA Call Rightor with respect to the indemnity for the Bond Obligations in Section 9.02.Section 9.06 Reserved.Section 9.07 Tax Effect.(a) To the extent provided herein, the amount of any Loss shall be (without duplication) (i)increased by any Taxes incurred by such Indemnified Party solely as a result of the receipt of theindemnity payment, and (ii) reduced by any decrease in Taxes as a result of a Tax deduction orcredit (a “Tax Benefit”) actually realized by such Indemnified Party as a result of suchLoss during the taxable year in which such Loss was incurred. A Tax Benefit that results from anevent giving rise to the indemnity payment shall be considered actually realized by suchIndemnified Party only to the extent that, but for such Tax Benefit, such Indemnified Party’s Taxliability would be higher than it is with such Tax Benefit (e.g., deductions, credits or losses ofsuch Indemnified Party that do not result from the event giving rise to the indemnity payment shallbe deemed to be used prior to the use of any deduction, credit or loss that does result from theevent giving rise to the indemnity payment). The amount of any increase, reduction or paymenthereunder shall be adjusted to reflect any final determination with respect to such IndemnifiedParty’s liability for Taxes, and if necessary, payments shall be made between the parties to thisAgreement to reflect such adjustment.(b) For all applicable Tax purposes, any indemnification payments pursuant to this Article IXshall be deemed to be adjustments to the purchase price hereunder.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 9.08 Sole and Exclusive Remedy. Each Party acknowledges and agrees that, after theClosing Date, notwithstanding anything to the contrary contained in this Agreement, except withrespect to fraud or intentional misrepresentation, other than as set forth in Section 11.09(Specific Performance) (i) the indemnification provisions in this Article IX shall be the sole andexclusive remedies of the Parties hereto for any breach of the representations or warrantiescontained in this Agreement; (ii) no breach of any representation, warranty, covenant or agreementcontained herein shall give rise to any right on the part of any Party hereto to rescind thisAgreement or any of the transactions contemplated by this Agreement; and (iii) the indemnificationprovisions of this Article IX shall be the sole and exclusive monetary remedies of the Parties forany breach of the covenants contained in this Agreement. Other than as set forth in Section 11.09(Specific Performance), in the case of fraud or intentional misrepresentation, or as expresslypermitted under this Agreement, each Party expressly waives any and all other remedies, rights orcauses of action it or its Affiliates may have against the other Party or their respectiveAffiliates now or in the future under any Law with respect to the subject matter hereof.ARTICLE XTerminationSection 10.01 Prior to Closing Termination. This Agreement may be terminated at any timeprior to the Closing Date:(a) by mutual written consent of Delta and US Airways;(b) by written notice of either Delta or US Airways:(1) if Closing has not occurred by the close of business on the End Date.The “End Date” shall mean the date that is seven (7) months after the dateof this Agreement (the “Initial End Date”); provided,however, that:(A) if, as of the Initial End Date, the condition set forthin Section 8.01(b)[Legal Restraints] is not satisfied and theLegal Restraint giving rise to such non-satisfaction shall nothave become final and non-appealable, then the End Date shall beautomatically extended to the earlier of (A) eighteen (18) monthsfollowing the Initial End Date and (B) the date that is two (2)Business Days after the date that the last of the conditions inSections 8.01(a)[Governmental Approvals], 8.02(e)[Port], 8.02(f)[FAA], 8.02(g) [DOT], 8.03(e)[Port],    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**8.03(f) [FAA] and 8.03(g) [DOT] have been satisfied or waived(such date, the “Extension Date”);provided, however, that the right to terminate this Agreement underthis Section 10.01(b)(1) shall not be available to any Party if such failure of theClosing to occur on or before the End Date is the result of a breach of thisAgreement by such Party or the failure of any representation or warranty of suchParty contained in this Agreement to be true and correct; or(2) if the condition set forth in Section 8.01(b)[Legal Restraints] is notsatisfied and the Legal Restraint giving rise to such non-satisfaction shall havebecome final and non-appealable; or(c) *****.Section 10.02Effect of Termination.(a) In the event of termination of this Agreement by either US Airways or Delta as provided inSection 10.01(a), (b) or (c), this Agreement shall forthwith become void and have no effect,without any liability or obligation on the part of Delta or US Airways, other than Section 7.10[Fees and Expenses], Section 10.02 and Article XI [General], which provisions shall survive suchtermination, and except for any intentional and material breach by a Party of any representation orwarranty of such Party set forth in this Agreement and except for any intentional breach by a Partyof any covenant or agreement of such Party set forth in this Agreement.(b) In the event of termination of this Agreement *****, (i) the Parties will suspend allregulatory filings and (ii) *****: (A) ***** (the “Termination Fee”) in accordance withSection 10.02(c) below, (B) ***** in accordance with Section 10.02(d) below (the “*****”),or (C) the Right of First Refusal in accordance with Sections 10.02(e) below. ***** (together withwire instructions, if the Termination Fee is elected) and any election shall be irrevocable.(c) If ***** pursuant to Section 10.02(b)(ii)(A):(i) *****; and(ii) Upon payment of the Termination Fee, the Parties agree that theAgreement is terminated and there shall be no additional liability to any Party;provided, however, that in the event that *****.(d) If ***** pursuant to this Section 10.02(b)(ii)(B):    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**(i) the Agreement will be deemed amended as follows: (A) *****; (B) *****;and (C) ***** on the terms and conditions of the Agreement (as amended by theamendments).(e) If ***** (the “Right of First Refusal”), in accordance with Section10.02(b)(ii)(C):(i) The term of the Right of First Refusal shall be one year from *****election in accordance with Section 10.02(b) and after which time the Right ofFirst Refusal shall expire and be null and void.(ii) Pursuant to the Right of First Refusal, *****. For the avoidance ofdoubt, *****.(iii) The Right of First Refusal shall operate as follows:(1) Prior to agreeing to the *****.(2) ***** on the terms and conditions set forth in 10.02(e)(iii)(3) below(“ROFR Election Notice”). The ROFR Election Notice shall be irrevocable.In order for ***** which is nonrefundable, except in the single circumstancedescribed in Section 10.02(e)(iv).(3) Following delivery of the ROFR Election Notice, *****: (A) *****, (B)*****, (C) *****; (D) ***** ROFR Election Notice; and (E) ***** in accordance withthis Section 10.02(e).(4) The Right of First Refusal may only be exercised in respect of the *****.(iv) At the closing of the sale in connection with the Right of FirstRefusal, the purchase price shall be offset by the *****. If no closing occursdue solely to the failure to obtain the Governmental Approvals necessary tosatisfy the closing condition in Section 8.01(a) with respect to Schedule 6.04(Item 2) for such transaction, *****.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**ARTICLE XIGeneral ProvisionsSection 11.01 Amendment. This Agreement may not be amended except by an instrument inwriting signed on behalf of each of the Parties.Section 11.02 Extension; Waiver. At any time, the parties may (a) extend the time for theperformance of any of the obligations or other acts of the other Parties, (b) waive anyinaccuracies in the representations and warranties contained in this Agreement or in any documentdelivered pursuant to this Agreement, (c) waive compliance with any covenants and agreementscontained in this Agreement or (d) waive the satisfaction of any of the conditions contained inthis Agreement. Any agreement on the part of a Party to any such extension or waiver shall bevalid only if set forth in an instrument in writing signed on behalf of such Party. The failure ofany Party to this Agreement to assert any of its rights under this Agreement or otherwise shall notconstitute a waiver of such rights.Section 11.03 Notices. All notices and other communications hereunder will be in writingand given by certified or registered mail, return receipt requested, nationally recognizedovernight delivery service, such as Federal Express, facsimile or e-mail (or like transmission)with confirmation of transmission by the transmitting equipment or personal delivery againstreceipt to the Party to whom it is given, in each case, at such Party’s address, facsimile numberor e-mail address set forth below or such other address, facsimile number or e-mail address as suchParty may hereafter specify by notice to the other Party given in accordance herewith. Any suchnotice or other communication shall be deemed to have been given as of the date so personallydelivered or transmitted by facsimile or e-mail or like transmission, on the next Business Day whensent by overnight delivery services or five days after the date so mailed if by certified orregistered mail.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested** (a) if to Delta, to    Delta Air Lines, Inc.Dept. 9411040 Delta Blvd.Atlanta, GA 30354-1989Phone: (404) 715-1601Facsimile: (404) 773-2087Attention: Executive V.P. — Network Planning & Revenue Management    with a copy to:    Delta Air Lines, Inc.Dept. 8771030 Delta Blvd.Atlanta, GA 30354-1989Phone: (404) 715-2541Facsimile: (404) 773-0953Attention: Vice President — Corporate Real Estate    and    Delta Air Lines, Inc.Dept. 9811030 Delta Blvd.Atlanta, GA 30354-1989Phone: (404) 715-2191Facsimile: (404) 715-2233    Attention: Senior Vice President and General Counsel  (b) if to US Airways, to    US Airways, Inc.111 W. Rio Salado ParkwayTempe, AZ 85281Phone: (480) 693-0800Facsimile: (480) 693-5932Attention: Legal Department    with a copy to:    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Skadden, Arps, Slate, Meagher & Flom LLP155 N. Wacker DriveChicago, IL 60606 Attention: Peter C. Krupp, Esq.Kimberly A. deBeers, Esq. Facsimile:  (312) 407-0411Section 11.04 Severability. If any term or other provision of this Agreement is invalid,illegal or incapable of being enforced by any rule or law, or public policy, all other conditionsand provisions of this Agreement shall nevertheless remain in full force and effect so long aseither the economic or legal substance of the transactions contemplated hereby is not affected inany manner materially adverse to any Party or such Party waives its rights under this Section 11.04with respect thereto. Upon such determination that any term or other provision is invalid, illegalor incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreementso as to effect the original intent of the Parties as closely as possible in an acceptable mannerto the end that transactions contemplated hereby are fulfilled to the extent possible.Section 11.05 Counterparts. This Agreement may be executed in one or more counterparts,all of which shall be considered one and the same agreement and shall become effective when one ormore counterparts have been signed by each of the parties and delivered to the other Party.Section 11.06 Entire Agreement. This Agreement, taken together with the AncillaryDocuments and the exhibits and schedules hereto and thereto, and the Non-Disclosure Agreement,constitutes the entire agreement, and supersedes all prior agreements and understandings, bothwritten and oral, among the parties with respect to the transactions contemplated by thisAgreement. After the consummation of the Closing, to the extent the Evaluation Material (as definedin the Non-Disclosure Agreement) provided to a Receiving Party (as defined in the Non-DisclosureAgreement) constitutes the applicable Transferred Assets purchased by the Receiving Party pursuantto this Agreement, the confidentiality obligations of the Receiving Party with respect to suchEvaluation Material shall no longer apply. This Agreement is not intended to confer upon anyPerson not a Party hereto (or their successors and permitted assigns), other than the DeltaIndemnified Parties and the US Airways Indemnified Parties under Article IX, any rights or remedieshereunder.    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**Section 11.07 Governing Law; Jurisdiction.(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLEPRINCIPLES OF CONFLICTS OF LAWS OF THE STATE OF NEW YORK.(b) Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of theUnited States District Court for the Southern District of New York or any New York State courtlocated in New York County, State of New York, in connection with any matter based upon or arisingout of this Agreement or the matters contemplated herein, agrees that process may be served uponthem in any manner authorized by the laws of the State of New York for such Persons and waives andcovenants not to assert or plead any objection that they might otherwise have to such jurisdiction,venue and process.Section 11.08 Assignment. Neither this Agreement nor any of the rights, interests orobligations under this Agreement shall be assigned, in whole or in part, by either of the Partieswithout the prior written consent of the other Party; provided, however, that without any consenthereunder to the extent required under either Party’s credit agreement, this Agreement may bepledged or otherwise assigned to secure the obligations hereunder. Any purported assignmentwithout such consent shall be null and void. Subject to the preceding sentences, this Agreementwill be binding upon, inure to the benefit of, and be enforceable by, the parties and theirrespective successors and assigns.Section 11.09 Specific Enforcement. The Parties acknowledge and agree that irreparabledamage would occur in the event that any of the provisions of this Agreement were not performed inaccordance with their specific terms or were otherwise breached, and that monetary damages, even ifavailable, would not be an adequate remedy therefor. It is accordingly agreed that, prior to thetermination of this Agreement pursuant to Article X, the Parties shall be entitled to an injunctionor injunctions to prevent breaches of this Agreement and to enforce specifically the performance ofterms and provisions of this Agreement, without proof of actual damages (and each Party herebywaives any requirement for the securing or posting of any bond in connection with such remedy) thisbeing in addition to any other remedy to which they are entitled at law or in equity. The Partiesfurther agree not to assert that a remedy of specific enforcement is unenforceable, invalid,contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damageswould provide an adequate remedy for any such breach.Section 11.10 Waiver of Jury Trial. Each Party hereby waives, to the fullest extentpermitted by applicable Law, any right it may have to a trial by jury in    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**respect of any suit, action or other proceeding arising out of this Agreement or any of the othertransactions contemplated by this Agreement. Each Party (a) certifies that no representative,agent or attorney of any other Party has represented, expressly or otherwise, that such Party wouldnot, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b)acknowledges that it and the other Party have been induced to enter into this Agreement, by, amongother things, the mutual waiver and certifications in this Section 11.10.Section 11.11 Bulk Transfer. The parties hereto hereby waive compliance with theprovisions of any applicable bulk sales Law of any jurisdiction in connection with the transactionscontemplated hereby and no representation, warranty or covenant contained in this Agreement shallbe deemed to have been breached as a result of such non-compliance, provided that the indemnitiescontained in Sections 9.02(a)(v) and 9.03(a)(v) shall remain in full force and effect.ARTICLE XIIGuarantySection 12.01 US Airways Parent Guaranty. US Airways Parent, as primary obligor and notmerely as surety, hereby unconditionally and irrevocably guarantees the full and timely payment byUS Airways of the amounts due under this Agreement as amended or modified from time to time. Thisis a guarantee of payment and not of collection, and US Airways Parent acknowledges and agrees thatthis guarantee is full, unconditional and continuing and independent of the payment obligations ofUS Airways; provided Delta may not require payment by US Airways Parent under this Article XIIunless and until there has been a failure to pay by US Airways with respect to such paymentobligation with respect to this Agreement after demand therefor in accordance this Agreement.Notwithstanding anything in this Agreement to the contrary, in the event Delta makes a demand uponUS Airways Parent pursuant to the terms hereof, US Airways Parent shall be entitled to assertagainst Delta all defenses available to US Airways to enforcement of US Airways’ underlying paymentobligations under this Agreement including all defenses personal to US Airways.[Remainder of page left intentionally blank]    ***** Confidential portions of the material have been omitted and filed separately with theSecurities and Exchange Commission.
 
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**Confidential Treatment Requested**IN WITNESS WHEREOF, Delta and US Airways have duly executed this Agreement, each as of thedate first written above.      DELTA AIR LINES, INC.