exv4w5






Exhibit 4.5

EXECUTION COPY




 

 






REVOLVING CREDIT AGREEMENT

(2010-2A)




Dated as of November 22, 2010



between



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent,

as agent and trustee for the trustee of

Delta Air Lines Pass Through Trust 2010-2A,



as Borrower



and



NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH



as Liquidity Provider



Delta Air Lines Pass Through Trust 2010-2A

Delta Air Lines

Pass Through Certificates,

Series 2010-2A



 

 






Revolving Credit Agreement (Class A)

(2010-2 EETC)









 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Article I
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	Article II
	 	 	 	 
	 
	 	 	 	 	 	 
	AMOUNT AND TERMS OF THE COMMITMENT
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01
	 	The Advances	 	 	9	 
	Section 2.02
	 	Making of Advances	 	 	9	 
	Section 2.03
	 	Fees	 	 	11	 
	Section 2.04
	 	Reduction or Termination of the Maximum Commitment	 	 	11	 
	Section 2.05
	 	Repayments of Interest Advances, the Special Termination Advance or the Final Advance	 	 	11	 
	Section 2.06
	 	Repayments of Provider Advances	 	 	12	 
	Section 2.07
	 	Payments to the Liquidity Provider Under the Intercreditor Agreement	 	 	13	 
	Section 2.08
	 	Book Entries	 	 	13	 
	Section 2.09
	 	Payments from Available Funds Only	 	 	14	 
	Section 2.10
	 	Extension of the Expiry Date; Non-Extension Advance	 	 	14	 
	 
	 	 	 	 	 	 
	Article III
	 	 	 	 
	 
	 	 	 	 	 	 
	OBLIGATIONS OF THE BORROWER
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01
	 	Increased Costs	 	 	14	 
	Section 3.02
	 	Intentionally omitted	 	 	16	 
	Section 3.03
	 	Withholding Taxes	 	 	16	 
	Section 3.04
	 	Payments	 	 	17	 
	Section 3.05
	 	Computations	 	 	17	 
	Section 3.06
	 	Payment on Non-Business Days	 	 	17	 
	Section 3.07
	 	Interest	 	 	17	 
	Section 3.08
	 	Replacement of Borrower	 	 	19	 
	Section 3.09
	 	Funding Loss Indemnification	 	 	19	 






Revolving Credit Agreement (Class A)

(2010-2 EETC)



i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 3.10
	 	Illegality	 	 	19	 
	 
	 	 	 	 	 	 
	Article IV
	 	 	 	 
	 
	 	 	 	 	 	 
	CONDITIONS PRECEDENT
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01
	 	Conditions Precedent to Effectiveness of Section 2.01	 	 	20	 
	Section 4.02
	 	Conditions Precedent to Borrowing	 	 	22	 
	 
	 	 	 	 	 	 
	Article V
	 	 	 	 
	 
	 	 	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01
	 	Affirmative Covenants of the Borrower	 	 	22	 
	Section 5.02
	 	Negative Covenants of the Borrower	 	 	22	 
	 
	 	 	 	 	 	 
	Article VI
	 	 	 	 
	 
	 	 	 	 	 	 
	LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01
	 	Liquidity Events of Default	 	 	23	 
	 
	 	 	 	 	 	 
	Article VII
	 	 	 	 
	 
	 	 	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01
	 	No Oral Modifications or Continuing Waivers	 	 	23	 
	Section 7.02
	 	Notices	 	 	23	 
	Section 7.03
	 	No Waiver; Remedies	 	 	24	 
	Section 7.04
	 	Further Assurances	 	 	25	 
	Section 7.05
	 	Indemnification; Survival of Certain Provisions	 	 	25	 
	Section 7.06
	 	Liability of the Liquidity Provider	 	 	25	 
	Section 7.07
	 	Certain Costs and Expenses	 	 	26	 
	Section 7.08
	 	Binding Effect; Participations	 	 	26	 
	Section 7.09
	 	Severability	 	 	27	 
	Section 7.10
	 	Governing Law	 	 	27	 
	Section 7.11
	 	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	 	 	27	 
	Section 7.12
	 	Counterparts	 	 	28	 
	Section 7.13
	 	Entirety	 	 	28	 
	Section 7.14
	 	Headings	 	 	28	 






Revolving Credit Agreement (Class A)

(2010-2 EETC)



ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 7.15
	 	Liquidity Provider’s Obligation to Make Advances	 	 	28	 
	Section 7.16
	 	Head Office Obligations	 	 	29	 






	 	 	 

	Annex I

	 	— Form of Interest Advance Notice of Borrowing
	Annex II

	 	— Form of Non-Extension Advance Notice of Borrowing
	Annex III

	 	— Form of Downgrade Advance Notice of Borrowing
	Annex IV

	 	— Form of Final Advance Notice of Borrowing
	Annex V

	 	— Form of Special Termination Advance Notice of Borrowing
	Annex VI

	 	— Form of Notice of Termination
	Annex VII

	 	— Form of Notice of Special Termination
	Annex VIII

	 	— Form of Notice of Replacement Subordination Agent







Revolving Credit Agreement (Class A)

(2010-2 EETC)



iii











 





REVOLVING CREDIT AGREEMENT

(2010-2A)




     This REVOLVING CREDIT AGREEMENT (2010-2A), dated as of November 22, 2010, is made by and
between U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as Subordination Agent (such term and other capitalized terms used herein
without definition being defined as provided in Article I) under the Intercreditor Agreement (as
defined below), as agent and trustee for the Class A Trustee (in such capacity, together with its
successors in such capacity, the “Borrower”), and NATIXIS S.A. (“Natixis”), a French société
anonyme, acting via its New York Branch (the “Liquidity Provider”).



WITNESSETH:




     WHEREAS, pursuant to the Class A Trust Agreement, the Class A Trust is issuing the Class A
Certificates; and



     WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on
the Class A Certificates in accordance with their terms, has requested the Liquidity Provider to
enter into this Agreement, providing in part for the Borrower to request in specified circumstances
that Advances be made hereunder;



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good
and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



ARTICLE I




DEFINITIONS



     Section 1.01 Definitions. (a) The definitions stated herein apply equally to both
the singular and the plural forms of the terms defined.



          (b) All references in this Agreement to designated “Articles”, “Sections”, “Annexes” and other
subdivisions are to the designated Article, Section, Annex or other subdivision of this Agreement,
unless otherwise specifically stated.




          (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section, Annex or other subdivision.




          (d) Unless the context otherwise requires, whenever the words “including”, “include” or
“includes” are used herein, it shall be deemed to be followed by the phrase “without limitation”.




          (e) All references in this Agreement to a Person shall include successors and permitted
assigns of such Person.




Revolving Credit Agreement (Class A)

(2010-2 EETC)






 









 








          (f) For the purposes of this Agreement, unless the context otherwise requires, the following
capitalized terms shall have the following meanings:




     “Advance” means an Interest Advance, a Final Advance, a Provider Advance, an Unapplied
Provider Advance, an Applied Provider Advance, a Special Termination Advance, an Applied Special
Termination Advance or an Unpaid Advance, as the case may be.



     “Agreement” means this Agreement, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.



     “Applicable Liquidity Rate” has the meaning specified in Section 3.07(g).



     “Applicable Margin” means (a) with respect to any Interest Advance, Final Advance, Applied
Provider Advance or Applied Special Termination Advance, 4.00% per annum, (b) with respect to any
Unapplied Provider Advance, the rate per annum specified in the Fee Letter or (c) with respect to
any Special Termination Advance, the rate per annum specified in the Fee Letter.



     “Applied Downgrade Advance” has the meaning specified in Section 2.06(a).



     “Applied Non-Extension Advance” has the meaning specified in Section 2.06(a).



     “Applied Provider Advance” means an Applied Downgrade Advance or an Applied Non-Extension
Advance.



     “Applied Special Termination Advance” has the meaning assigned to such term in Section 2.05.



     “Base Rate” means a fluctuating interest rate per annum in effect from time to time, which
rate per annum shall at all times be equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published for each day in the period for which the Base Rate is to be determined (or,
if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of
New York, or if such rate is not so published for any day that is a Business Day, the average of
the quotations for such day for such transactions received by the Liquidity Provider from three
Federal funds brokers of recognized standing selected by it (and reasonably satisfactory to Delta)
plus one-quarter of one percent (0.25%).



     “Base Rate Advance” means an Advance that bears interest at a rate based upon the Base Rate.



     “Borrower” has the meaning specified in the introductory paragraph to this Agreement.



     “Borrowing” means the making of Advances requested by delivery of a Notice of Borrowing.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks are required or authorized to close in New York, New York, Atlanta, Georgia,



Revolving Credit Agreement (Class A)

(2010-2 EETC)





2









 







Wilmington, Delaware, or, so long as any Class A Certificate is outstanding, the city and
state in which the Class A Trustee, the Borrower or any related Loan Trustee maintains its
Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates
to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are
carried on in the London interbank market.




     “Consent Period” has the meaning specified in Section 2.10.



     “Covered Taxes” means any Taxes imposed by the United States, or any political subdivision or
taxing authority thereof or therein, that are required by law to be deducted or withheld from any
amounts payable to the Liquidity Provider under this Agreement other than (i) any Tax on, based on
or measured by net income, franchises or conduct of business, (ii) any Tax imposed, levied,
withheld or assessed as a result of any connection between the Liquidity Provider and the United
States or such political subdivision or taxing authority, other than a connection arising solely
from the Liquidity Provider’s having executed, delivered, performed its obligations or received a
payment under, or enforced, any Operative Agreement, (iii) any Tax attributable to the inaccuracy
in or breach by the Liquidity Provider of any of its representations, warranties or covenants
contained in any Operative Agreement to which it is a party or the inaccuracy of any form,
certificate or document furnished pursuant thereto, (iv) any withholding Taxes imposed by the
United States except to the extent such withholding Taxes would not have been required to be
deducted or withheld from payments hereunder but for a change after the date hereof in the U.S.
Internal Revenue Code or the Treasury Regulations thereunder that affects the exemption for income
that is effectively connected with the conduct of a trade or business within the United States, (v)
any withholding Taxes imposed by the United States which are imposed or increased as a result of
the Liquidity Provider failing to deliver to the Borrower any form, certificate or document (which
form, certificate or document, in the good faith judgment of the Liquidity Provider, it is legally
entitled to provide) which is reasonably requested by the Borrower to establish that payments under
this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, or (vi) any
change in the Lending Office without the prior written consent of Delta (such consent not to be
unreasonably withheld).



     “Delivery Period Termination Date” has the meaning specified in the Note Purchase Agreement.



     “Downgrade Advance” means an Advance made pursuant to Section 2.02(b)(ii).



     “Downgrade Event” means a downgrading of the Liquidity Provider’s Short-Term Rating issued by
either Rating Agency (or if the Liquidity Provider does not have a Short-Term Rating issued by a
given Rating Agency, the Long-Term Rating issued by such Rating Agency) below the applicable
Threshold Rating.



     “Effective Date” has the meaning specified in Section 4.01. The delivery of the certificate
of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the
Effective Date has occurred.



     “Excluded Taxes” means (a) Taxes imposed on the overall net income of the Liquidity Provider,
(b) Taxes imposed on the “effectively connected income” of its Lending Office, (c)



Revolving Credit Agreement (Class A)

(2010-2 EETC)





3









 







Covered Taxes that are indemnified pursuant to Section 3.03 hereof, and (d) Taxes described in
clauses (i) through (vi) in the definition of “Covered Taxes”.




     “Expenses” means liabilities, losses, damages, costs and expenses (including, without
limitation, reasonable fees and disbursements of legal counsel), provided that Expenses
shall not include any Taxes other than sales, use and V.A.T. taxes imposed on fees and expenses
payable pursuant to Section 7.07.



     “Expiry Date” means November 21, 2011, initially, or any date to which the Expiry Date is
extended pursuant to Section 2.10.



     “Final Advance” means an Advance made pursuant to Section 2.02(c).



     “Head Office” has the meaning specified in Section 7.16.



     “Increased Cost” has the meaning specified in Section 3.01.



     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof,
among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility
(other than this Agreement), if any, and the Subordination Agent, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.



     “Interest Advance” means an Advance made pursuant to Section 2.02(a).



     “Interest Period” means, with respect to any LIBOR Advance, each of the following periods:




     (i) the period beginning on the third Business Day following either (A) the Liquidity
Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or (B) the date of the
withdrawal of funds from the Class A Cash Collateral Account for the purpose of paying
interest on the Class A Certificates as contemplated by Section 2.06(a) hereof and, in each
case, ending on the next numerically corresponding day in the sixth calendar month after the
first day of the applicable Interest Period; and




     (ii) each subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the numerically corresponding day in the sixth calendar month
after the first day of the applicable Interest Period;


provided, however, that if (x) the Final Advance shall have been made pursuant to
Section 2.02(c) or (y) other outstanding Advances shall have been converted into the Final Advance
pursuant to Section 6.01(a), then the Interest Periods shall be successive periods of one month
beginning on (A) the third Business Day following the Liquidity Provider’s receipt of the Notice of
Borrowing for such Final Advance (in the case of clause (x) above) or (B) the Regular Distribution
Date following such conversion (in the case of clause (y) above).




     “Lending Office” means the lending office of the Liquidity Provider through which it acts for
purposes of this Agreement, which is presently located at 9 West 57th Street,
35th Floor,



Revolving Credit Agreement (Class A)

(2010-2 EETC)





4









 







New York, New York 10019, or such other lending office as the Liquidity Provider from time to
time shall notify the Borrower as its lending office hereunder; provided that the Liquidity
Provider shall not change its Lending Office without the prior written consent of Delta (such
consent not to be unreasonably withheld).




     “LIBOR Advance” means an Advance bearing interest at a rate based upon the LIBOR Rate.



     “LIBOR Rate” means, with respect to any Interest Period, (a) the interest rate per annum equal
to the rate per annum at which deposits in Dollars are offered in the London interbank market as
shown on the Reuters Screen LIBOR01 (or such other page or screen as may replace such Reuters
Screen) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the
first day of such Interest Period, for a period comparable to such Interest Period, or (b) if no
such rate appears on such Reuters Screen (or otherwise as aforesaid), the interest rate per annum
equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates per
annum at which deposits in Dollars are offered by the Reference Banks (or, if fewer than all of the
Reference Banks are quoting a rate for deposits in Dollars for the applicable period and amount,
such fewer number of Reference Banks) at approximately 11:00 a.m. (London time) on the day that is
two Business Days prior to the first day of such Interest Period to prime banks in the London
interbank market for a period comparable to such Interest Period and in an amount approximately
equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period,
or (c) if none of the Reference Banks is quoting a rate for deposits in Dollars in the London
interbank market for such a period and amount, the interest rate per annum equal to the average
(rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars
are offered by the principal New York offices of the Reference Banks (or, if fewer than all of the
Reference Banks are quoting a rate for deposits in Dollars in the New York interbank market for the
applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m.
(New York time) on the day that is two Business Days prior to the first day of such Interest Period
to prime banks in the New York interbank market for a period comparable to such Interest Period and
in an amount approximately equal to the principal amount of the LIBOR Advance to be outstanding
during such Interest Period, or (d) if none of the principal New York offices of the Reference
Banks is quoting a rate for deposits in Dollars in the New York interbank market for the applicable
period and amount, the Base Rate.



     “Liquidity Event of Default” means the occurrence of either (a) the Acceleration of all of the
Equipment Notes (provided that, with respect to the period prior to the Delivery Period
Termination Date, the aggregate principal balance of such Equipment Notes is in excess of
$300,000,000) or (b) a Delta Bankruptcy Event.



     “Liquidity Indemnitee” means the Liquidity Provider, its directors, officers, employees and
agents, and its successors and permitted assigns.



     “Liquidity Provider” has the meaning specified in the introductory paragraph to this
Agreement.



Revolving Credit Agreement (Class A)

(2010-2 EETC)






5









 








     “Maximum Available Commitment” means, subject to the proviso contained in the third sentence
of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time less (b)
the aggregate amount of each Interest Advance outstanding at such time; provided that
following a Provider Advance, a Special Termination Advance or a Final Advance, the Maximum
Available Commitment shall be zero.



     “Maximum Commitment” means $35,199,846, as the same may be reduced from time to time in
accordance with Section 2.04(a).



     “Natixis” has the meaning specified in the introductory paragraph to this Agreement.



     “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b)(i).



     “Notice of Borrowing” has the meaning specified in Section 2.02(e).



     “Notice of Replacement Subordination Agent” has the meaning specified in Section 3.08.



     “Participation” has the meaning specified in Section 7.08(b).



     “Performing Note Deficiency” means any time that less than 65% of the then aggregate
outstanding principal amount of all Equipment Notes are Performing Equipment Notes.



     “Permitted Transferee” means any Person that:



     (a) is not a commercial air carrier, Delta or any affiliate of Delta; and



     (b) is any one of:




     (1) a commercial banking institution organized under the laws of the United States or
any state thereof or the District of Columbia;




     (2) a commercial banking institution that (x) is organized under the laws of France,
Germany, The Netherlands, Switzerland or the United Kingdom, (y) is entitled on the date it
acquires any Participation to a complete exemption from United States federal income taxes
for all income derived by it from the transactions contemplated by the Operative Agreements
under an income tax treaty, as in effect on such date, between the United States and such
jurisdiction of its organization and (z) is engaged in the active conduct of a banking
business in such jurisdiction of its organization, holds its Participation in connection
with such banking business in such jurisdiction and is regulated as a commercial banking
institution by the appropriate regulatory authorities in such jurisdiction; or




     (3) a commercial banking institution that (x) is organized under the laws of Canada,
France, Germany, Ireland, Japan, Luxembourg, The Netherlands, Sweden, Switzerland or the
United Kingdom and (y) is entitled on the date it acquires any Participation to a complete
exemption from withholding of United States federal income taxes for all income derived by
it from the transactions contemplated by the Operative



Revolving Credit Agreement (Class A)

(2010-2 EETC)





6









 









Agreements under laws as in effect on such date by reason of such income being
effectively connected with the conduct of a trade or business within the United States.



     “Prospectus Supplement” means the Prospectus Supplement dated November 15, 2010, relating to
the Class A Certificates, as such Prospectus Supplement may be amended or supplemented.



     “Provider Advance” means a Downgrade Advance or a Non-Extension Advance.



     “Rate Determination Notice” has the meaning specified in Section 3.07(g).



     “Reference Banks” means the principal London offices of: Barclays Bank plc; Citibank, N.A. and
Natixis; and such other or additional banking institutions as may be designated from time to time
by mutual agreement of Delta and the Liquidity Provider.



     “Regulatory Change” means (x) the enactment, adoption or promulgation, after the date of this
Agreement, of any law or regulation by a United States federal or state government or by any
government having jurisdiction over the Liquidity Provider, or any change, after the date of this
Agreement, in any such law or regulation, or in the interpretation thereof by any governmental
authority, central bank or comparable agency of the United States or any government having
jurisdiction over the Liquidity Provider charged with responsibility for the administration or
application thereof, that shall impose, modify or deem applicable, or (y) the compliance by the
Liquidity Provider (or its head office) with any applicable direction or requirement (whether or
not having the force of law) of any central bank or competent governmental or other authority,
after the date of this Agreement, with respect to: (a) any reserve, special deposit or similar
requirement against extensions of credit or other assets of, or deposits with or other liabilities
of, the Liquidity Provider including, or by reason of, the Advances, or (b) any capital adequacy
requirement requiring the maintenance by the Liquidity Provider of additional capital in respect of
any Advances or the Liquidity Provider’s obligation to make any such Advances, or (c) any
requirement to maintain liquidity or liquid assets in respect of the Liquidity Provider’s
obligation to make any such Advances, or (d) any Taxes (other than Excluded Taxes) with respect to
the amounts payable or paid to the Liquidity Provider or any change in the basis of taxation of any
amounts payable to the Liquidity Provider (other than in respect of Excluded Taxes).



     “Replenishment Amount” has the meaning specified in Section 2.06(b).



     “Required Amount” means, for any day, the sum of the aggregate amount of interest, calculated
at the rate per annum equal to the Stated Interest Rate for the Class A Certificates on the basis
of a 360-day year comprised of twelve 30-day months, that would be payable on the Class A
Certificates on each of the three successive semiannual Regular Distribution Dates immediately
following such day or, if such day is a Regular Distribution Date, on such day and the succeeding
two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance
of the Class A Certificates on such day and without regard to expected future distributions of
principal on the Class A Certificates.



Revolving Credit Agreement (Class A)

(2010-2 EETC)






7









 








     “Special Termination Advance” means an Advance made pursuant to Section 2.02(d), other than
any portion of such Advance that becomes an Applied Special Termination Advance.



     “Special Termination Notice” means the Notice of Special Termination substantially in the form
of Annex VII to this Agreement.



     “Termination Date” means the earliest to occur of the following: (i) the Expiry Date; (ii)
the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a
Responsible Officer of the Borrower, certifying that all of the Class A Certificates have been paid
in full (or provision has been made for such payment in accordance with the Intercreditor Agreement
and the Class A Trust Agreement) or are otherwise no longer entitled to the benefits of this
Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate,
signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility
has been substituted for this Agreement in full pursuant to Section 3.05(e) of the Intercreditor
Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination
Notice or a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) or
6.01(b), as applicable; and (v) the date on which no Advance is or may (including by reason of
reinstatement as herein provided) become available for a Borrowing hereunder.



     “Termination Notice” means the Notice of Termination substantially in the form of Annex VI to
this Agreement.



     “Unapplied Provider Advance” means any Provider Advance other than an Applied Provider
Advance.



     “Unpaid Advance” has the meaning specified in Section 2.05.



     For the purposes of this Agreement, the following terms shall have the respective meanings
specified in the Intercreditor Agreement:



     “Acceleration”, “Certificate”, “Class A Cash Collateral Account”, “Class A Certificates”,
“Class A Certificateholders”, “Class A Trust”, “Class A Trust Agreement”, “Class A Trustee”, “Class
B Certificates”, “Closing Date”, “Collection Account”, “Corporate Trust Office”, “Delta”, “Delta
Bankruptcy Event”, “Distribution Date”, “Dollars”, “Downgraded Facility”, “Equipment Notes”, “Fee
Letter”, “Final Legal Distribution Date”, “Indenture”, “Interest Payment Date”, “Investment
Earnings”, “Liquidity Facility”, “Loan Trustee”, “Long-Term Rating”, “Non-Extended Facility”, “Note
Purchase Agreement”, “Operative Agreements”, “Participation Agreements”, “Performing Equipment
Note”, “Person”, “Pool Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement
Liquidity Facility”, “Responsible Officer”, “Series A Equipment Notes”, “Scheduled Payment”,
“Short-Term Rating”, “Special Payment”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”,
“Threshold Rating”, “Trust Agreement”, “Trustee”, “Underwriters”, “Underwriting Agreement”, and
“United States”.



Revolving Credit Agreement (Class A)

(2010-2 EETC)





8









 








ARTICLE II




AMOUNT AND TERMS OF THE COMMITMENT



     Section 2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on the
terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on
any Business Day during the period from the Effective Date until 12:00 noon (New York City time) on
the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to
exceed the Maximum Commitment.



     Section 2.02 Making of Advances. (a) Each Interest Advance shall be made by the
Liquidity Provider upon delivery to the Liquidity Provider of a written and completed Notice of
Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the Borrower,
such Interest Advance to be in an amount not exceeding the Maximum Available Commitment at such
time and used solely for the payment when due of interest with respect to the Class A Certificates
at the Stated Interest Rate therefor in accordance with Section 3.05(a) and 3.05(b) of the
Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the
Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent
Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next
sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any
Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as
provided herein), the Maximum Available Commitment shall be reinstated by an amount equal to the
amount of such Interest Advance so repaid, but not to exceed the Maximum Commitment;
provided, however, that the Maximum Available Commitment shall not be so reinstated
at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of Default shall
have occurred and be continuing or (y) a Final Advance, a Downgrade Advance, a Non-Extension
Advance or a Special Termination Advance shall have occurred.



          (b) (i) A Non-Extension Advance shall be made by the Liquidity Provider if this Agreement is
not extended in accordance with Section 3.05(d) of the Intercreditor Agreement unless a Replacement
Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower
in accordance with said Section 3.05(d), upon delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex II, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and
shall be used to fund the Class A Cash Collateral Account in accordance with Sections 3.05(d) and
3.05(f) of the Intercreditor Agreement.




          (ii) A Downgrade Advance shall be made by the Liquidity Provider upon the occurrence of a
Downgrade Event (as provided for in Section 3.05(c) of the Intercreditor Agreement) unless a
Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to
the Borrower in accordance with said Section 3.05(c), upon delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex III, signed by a
Responsible Officer of the Borrower, in an amount equal to the




Revolving Credit Agreement (Class A)

(2010-2 EETC)





9









 







Maximum Available Commitment at such time, and shall be used to fund the Class A Cash
Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement.




          (c) A Final Advance shall be made by the Liquidity Provider following the receipt by the
Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) upon
delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially
the form of Annex IV, signed by a Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used to fund the Class A Cash Collateral
Account (in accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement).




          (d) A Special Termination Advance shall be made in a single Borrowing upon the receipt by the
Borrower of a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(b),
by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex V, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to fund the Class A Cash
Collateral Account (in accordance with Section 3.05(f) and Section 3.05(k) of the Intercreditor
Agreement).




          (e) Each Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in
substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may
be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the
Borrower in respect of any Borrowing no later than 12:30 p.m. (New York City time) on a Business
Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such
requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance
with its payment instructions, the amount of such Borrowing in Dollars and immediately available
funds, before 4:00 p.m. (New York City time) on such Business Day or before 12:30 p.m. (New York
City time) on such later Business Day specified in such Notice of Borrowing. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing after 12:30 p.m. (New York City
time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02
with respect to such requested Borrowing, the Liquidity Provider shall make available to the
Borrower, in accordance with its payment instructions, the amount of such Borrowing in Dollars and
immediately available funds, before 1:00 p.m. (New York City time) on the first Business Day next
following the day of receipt of such Notice of Borrowing or on such later Business Day specified by
the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by
wire transfer of immediately available funds to the Borrower in accordance with such wire transfer
instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such
purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. Each Notice
of Borrowing shall be effective upon delivery of a copy thereof to the Liquidity Provider at the
address and in the manner specified in Section 7.02 hereof.




          (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance
with the Borrower’s payment instructions, the Liquidity Provider shall be fully discharged of its
obligation hereunder with respect to such Notice of Borrowing, and the




Revolving Credit Agreement (Class A)

(2010-2 EETC)






10









 







Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in
respect of such Notice of Borrowing to the Borrower or to any other Person (including the Class A
Trustee or any Class A Certificateholder). If the Liquidity Provider makes an Advance requested
pursuant to a Notice of Borrowing before 12:00 noon (New York City time) on the second Business Day
after the date of payment specified in Section 2.02(e), the Liquidity Provider shall have fully
discharged its obligations hereunder with respect to such Advance and an event of default shall not
have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c)
or 2.02(d) to fund the Class A Cash Collateral Account, the Liquidity Provider shall have no
interest in or rights to the Class A Cash Collateral Account, such Advance or any other amounts
from time to time on deposit in the Class A Cash Collateral Account; provided that the
foregoing shall not affect or impair the obligations of the Subordination Agent to make the
distributions contemplated by Section 3.05(e) or 3.05(f) of the Intercreditor Agreement. By paying
to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of
this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility
for, the correctness or sufficiency for any purpose of the amount of the Advances so made and
requested.




     Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set
forth in the Fee Letter.



     Section 2.04 Reduction or Termination of the Maximum Commitment. (a) Automatic
Reduction. Promptly following each date on which the Required Amount is reduced as a result of
a reduction in the Pool Balance of the Class A Certificates, the Maximum Commitment shall
automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the
Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum
Commitment to the Liquidity Provider and Delta within two Business Days thereof. The failure by
the Borrower to furnish any such notice shall not affect any such automatic reduction of the
Maximum Commitment.



          (b) Termination. Upon the making of any Provider Advance, Special Termination Advance
or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the
Liquidity Provider to make further Advances hereunder shall automatically and irrevocably
terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder.




     Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final
Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without
notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand
are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider (a)
on each date on which the Liquidity Provider shall make an Interest Advance, the Special
Termination Advance or the Final Advance, an amount equal to the amount of such Advance (any such
Advance, until repaid, is referred to herein as an “Unpaid Advance”), plus (b) interest on the
amount of each such Unpaid Advance in the amounts and on the dates determined as provided in
Section 3.07; provided that if (i) the Liquidity Provider shall make a Provider Advance at
any time after making one or more Interest Advances which shall not have been repaid in accordance
with this Section 2.05 or (ii) this Liquidity Facility shall become a



Revolving Credit Agreement (Class A)

(2010-2 EETC)




11









 







Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances
have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to
constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade
Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement
(including, without limitation, for the purpose of determining when such Interest Advance is
required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the
purposes of Section 2.06(b)); provided, further, that amounts in respect of a
Special Termination Advance withdrawn from the Class A Cash Collateral Account for the purpose of
paying interest on the Class A Certificates in accordance with Section 3.05(f) of the Intercreditor
Agreement (the portion of the outstanding Special Termination Advance equal to the amount of any
such withdrawal, but not in excess of the outstanding Special Termination Advance, being an
“Applied Special Termination Advance”) shall thereafter (subject to Section 2.06(b)) be treated as
an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon; provided, further, that if, following the making of a
Special Termination Advance, the Liquidity Provider delivers a Termination Notice to the Borrower
pursuant to Section 6.01(a), such Special Termination Advance (including any portion thereof that
is an Applied Special Termination Advance) shall thereafter be treated as a Final Advance under
this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable
thereon; and, provided, further, that if, after making a Provider Advance, the
Liquidity Provider delivers a Special Termination Notice to the Borrower pursuant to Section
6.01(b), any Unapplied Provider Advance shall be converted to and treated as a Special Termination
Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for
interest payable thereon and the obligation for repayment thereof under the Intercreditor
Agreement. The Borrower and the Liquidity Provider agree that the repayment in full of each
Interest Advance, Special Termination Advance and Final Advance on the date such Advance is made is
intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity
Provider. For the avoidance of doubt, interest payable on an Interest Advance, Special Termination
Advance or the Final Advance shall not be regarded as overdue unless such interest is not paid when
due under Section 3.07.




     Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in
respect of a Provider Advance shall be deposited in the Class A Cash Collateral Account and
invested and withdrawn from the Class A Cash Collateral Account as set forth in Sections 3.05(c),
3.05(d), 3.05(e) and 3.05(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09,
the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing
on the first Regular Distribution Date after the making of a Provider Advance, interest on the
principal amount of any such Provider Advance, in the amounts determined as provided in Section
3.07; provided, however, that amounts in respect of a Provider Advance withdrawn
from the Class A Cash Collateral Account for the purpose of paying interest on the Class A
Certificates in accordance with Section 3.05(f) of the Intercreditor Agreement (the amount of any
such withdrawal being (y), in the case of a Downgrade Advance, an “Applied Downgrade Advance” and
(z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance” and together with an
Applied Downgrade Advance, an “Applied Provider Advance”) shall thereafter (subject to Section
2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon; provided, further,
however, that if, following the making of a Provider Advance, the



Revolving Credit Agreement (Class A)

(2010-2 EETC)




12









 







Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01(a),
such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for
purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to
Sections 2.07 and 2.09, immediately upon the withdrawal of any amounts from the Class A Cash
Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to
the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such
reduction, plus interest on the principal amount so repaid as provided in Section 3.07.




          (b) At any time when an Applied Provider Advance or Applied Special Termination Advance (or
any portion thereof) is outstanding, upon the deposit in the Class A Cash Collateral Account of any
amount pursuant to clause “fourth” of Section 3.02 of the Intercreditor Agreement (any such amount
being a “Replenishment Amount”) for the purpose of replenishing or increasing the balance thereof
up to the Required Amount at such time, (i) the aggregate outstanding principal amount of all
Applied Provider Advances and Applied Special Termination Advances (and of Provider Advances and
Special Termination Advances treated as Interest Advances for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the
amount of such Replenishment Amount, and (ii) the aggregate outstanding principal amount of all
Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment
Amount.




          (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in
accordance with Section 3.05(e) of the Intercreditor Agreement, as provided in Section 3.05(f) of
the Intercreditor Agreement, amounts remaining on deposit in the Class A Cash Collateral Account
after giving effect to any Applied Provider Advance on the date of such replacement shall be
reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in
full to the Liquidity Provider all amounts owing to it hereunder.




     Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In
order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the
Intercreditor Agreement provides that amounts available and referred to in Articles II and III of
the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms
of the Intercreditor Agreement (including, without limitation, Section 3.05(f) of the Intercreditor
Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof (but, for
the avoidance of doubt, without duplication of or increase in any amounts payable hereunder).
Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider in the order
of priority required by the applicable provisions of Articles II and III of the Intercreditor
Agreement and shall discharge in full the corresponding obligations of the Borrower hereunder.



     Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting
from Advances made from time to time and the amounts of principal and interest payable hereunder
and paid from time to time in respect thereof; provided, however, that the failure
by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of
the Borrower in respect of Advances.



Revolving Credit Agreement (Class A)

(2010-2 EETC)




13









 








     Section 2.09 Payments from Available Funds Only. All payments to be made by the
Borrower under this Agreement shall be made only from the amounts that constitute Scheduled
Payments, Special Payments and other payments under the Operative Agreements, including payment
under Section 4.02 of the Participation Agreements and payments under Section 2.14 of the
Indentures, and only to the extent that the Borrower shall have sufficient income or proceeds
therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving
effect to the priority of payments provisions set forth in the Intercreditor Agreement. The
Liquidity Provider agrees that it will look solely to such amounts to the extent available for
distribution to it as provided in the Intercreditor Agreement and this Agreement and that the
Borrower, in its individual capacity, is not personally liable to it for any amounts payable or
liability under this Agreement except as expressly provided in this Agreement, the Intercreditor
Agreement or any Participation Agreement. Amounts on deposit in the Class A Cash Collateral
Account shall be available to the Borrower to make payments under this Agreement only to the extent
and for the purposes expressly contemplated in Section 3.05(f) of the Intercreditor Agreement.



     Section 2.10 Extension of the Expiry Date; Non-Extension Advance. No earlier than the
60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry
Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class
A Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date to
the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for the Class A
Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after
the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made
such request, the Liquidity Provider shall advise the Borrower no earlier than the 40th day (or, if
earlier, the date of the Liquidity Provider’s receipt of such request, if any, from the Borrower)
and no later than the 25th day prior to the then effective Expiry Date (such period, the “Consent
Period”), whether, in its sole discretion, it agrees to so extend the Expiry Date. If the
Liquidity Provider advises the Borrower on or before the date on which the Consent Period ends that
such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the
Borrower on or before the date on which the Consent Period ends that such Expiry Date shall be so
extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance
with Section 3.05(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after
the date on which the Consent Period ends (but prior to the then effective Expiry Date) to request
a Non-Extension Advance in accordance with Section 2.02(b)(i) and Section 3.05(d) of the
Intercreditor Agreement.



ARTICLE III




OBLIGATIONS OF THE BORROWER



     Section 3.01 Increased Costs. Without duplication of any rights created by Section
3.03, if as a result of any Regulatory Change there shall be any increase by an amount reasonably
deemed by the Liquidity Provider to be material in the actual cost to the Liquidity Provider of
making, funding or maintaining any Advances or its obligation to make any such Advances or there
shall be any reduction by an amount reasonably deemed by the Liquidity Provider to be material in
the amount receivable by the Liquidity Provider under this Agreement or the



Revolving Credit Agreement (Class A)

(2010-2 EETC)




14









 







Intercreditor Agreement in respect thereof, and in case of either such an increase or
reduction, such event does not arise from the gross negligence or willful misconduct of the
Liquidity Provider, from its breach of any of its representations, warranties, covenants or
agreements contained herein or in the Intercreditor Agreement or from its failure to comply with
any such Regulatory Change (any such increase or reduction being referred to herein as an
“Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower shall from time to time
pay to the Liquidity Provider an amount equal to such Increased Cost within 10 Business Days after
delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider
describing in reasonable detail the event by reason of which it claims such Increased Cost and the
basis for the determination of the amount of such Increased Cost; provided that the
Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from
the date 120 days prior to the date of delivery of such certificate. Such certificate, in the
absence of manifest error, shall be considered prima facie evidence of the amount of the Increased
Costs for purposes of this Agreement; provided that any determinations and allocations by
the Liquidity Provider of the effect of any Regulatory Change on the costs of maintaining the
Advances or the obligation to make Advances are made on a reasonable basis. For the avoidance of
doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in
respect of or attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and
Delta as promptly as practicable of any event occurring after the date of this Agreement that will
entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider
agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and
to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible,
any claim in respect of Increased Costs, including, without limitation, by designating a different
Lending Office, if such designation or other action would avoid the need for, or reduce the amount
of, any such claim; provided that the foregoing shall not obligate the Liquidity Provider
to take any action that would, in its reasonable judgment, cause the Liquidity Provider to take any
action that is not materially consistent with its internal policies or is otherwise materially
disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any
material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity
Provider therefor. If no such designation or other action is effected, or, if effected, such
notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a
Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement.




     Notwithstanding the foregoing provisions, in no event shall the Borrower be required to make
payments under this Section 3.01: (a) in respect of any Regulatory Change proposed by any
applicable governmental authority (including any branch of a legislature), central bank or
comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or
in which its Lending Office is located and pending as of the date of this Agreement (it being
agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel
Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and
“International framework for liquidity risk measurement, standards and monitoring,” each dated
December 2009, shall not be considered to have been proposed or pending as of the date of this
Agreement); (b) if a claim hereunder in respect of an Increased Cost arises through circumstances
peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking
institutions in the same jurisdiction generally that are in compliance with



Revolving Credit Agreement (Class A)

(2010-2 EETC)




15









 







the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to
such Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under
this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar
increased costs in other similarly situated transactions related to the airline industry.




     Section 3.02 Intentionally omitted.



     Section 3.03 Withholding Taxes. (a) All payments made by the Borrower under this
Agreement shall be made without deduction or withholding for or on account of any Taxes, unless
such deduction or withholding is required by law. If any Taxes are so required to be withheld or
deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to
Sections 2.07 and 2.09, the Borrower shall pay to the relevant authorities the full amount so
required to be deducted or withheld and, without duplication of any rights created by Section 3.01,
if such Taxes are Covered Taxes, pay to the Liquidity Provider such additional amounts as shall be
necessary to ensure that the net amount actually received by the Liquidity Provider (after
deduction or withholding of all Covered Taxes) shall be equal to the full amount that would have
been received by the Liquidity Provider had no withholding or deduction of Covered Taxes been
required. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable
legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such
change would avoid the need for, or reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise
materially disadvantageous to the Liquidity Provider. If the Liquidity Provider receives a refund
of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which
additional amounts were paid by the Borrower pursuant to this Section 3.03, the Liquidity Provider
shall pay to the Borrower (for deposit into the Collection Account) the amount of such refund (and
any interest thereon) or net benefit.



     The Liquidity Provider will (i) provide (on its behalf and on behalf of any participant
holding a Participation pursuant to Section 7.08) to the Borrower (x) on or prior to the Effective
Date two valid completed and executed copies of Internal Revenue Service Form W-8BEN or W-8ECI
(whichever is applicable), including thereon a valid U.S. taxpayer identification number (or, with
respect to any such participant, such other form or documentation as may be applicable) covering
all amounts receivable by it in connection with the transactions contemplated by the Operative
Agreements and (y) thereafter from time to time such additional forms or documentation as may be
necessary to establish an available exemption from withholding of United States Tax on payments
hereunder so that such forms or documentation are effective for all periods during which it is the
Liquidity Provider and (ii) provide timely notice to the Borrower if any such form or documentation
is or becomes inaccurate. The Liquidity Provider shall deliver to the Borrower such other forms or
documents as may be reasonably requested by the Borrower or required by applicable law to establish
that payments hereunder are exempt from or entitled to a reduced rate of Covered Taxes.



          (b) All payments (including, without limitation, Advances) made by the Liquidity Provider
under this Agreement shall be made free and clear of, and without reduction for or on account of,
any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the
Borrower under this Agreement, the Liquidity Provider shall (i) within




Revolving Credit Agreement (Class A)

(2010-2 EETC)




16









 







the time prescribed therefor by applicable law pay to the appropriate governmental or taxing
authority the full amount of any such Taxes (and any additional Taxes in respect of the additional
amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith
at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower
an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the
Borrower the full amount which would have been received by it had no such withholding or deduction
been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall
furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the
payment of the Taxes applicable to such payment.




     If any exemption from, or reduction in the rate of, any Taxes required to be borne by the
Liquidity Provider under this Section 3.03(b) is reasonably available to the Borrower without
providing any information regarding the holders or beneficial owners of the Certificates, the
Borrower shall deliver the Liquidity Provider such form or forms and such other evidence of the
eligibility of the Borrower for such exemption or reductions (but without any requirement to
provide any information regarding the holders or beneficial owners of the Certificates) as the
Liquidity Provider may reasonably identify to the Borrower as being required as a condition to
exemption from, or reduction in the rate of, such Taxes.



     Section 3.04 Payments. Subject to Sections 2.07 and 2.09, the Borrower shall make or
cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 p.m. (New York City time) on the
day when due. The Borrower shall make all such payments in Dollars, to the Liquidity Provider in
immediately available funds, by wire transfer to the account of Natixis S.A., acting via its New
York Branch, at [__]; or to such other U.S. bank account as the Liquidity Provider may from time to
time direct the Subordination Agent.



     Section 3.05 Computations. All computations of interest based on the Base Rate shall
be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of
interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day) occurring in the
period for which such interest is payable.



     Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day and no additional interest shall be due as a result (and if so made,
shall be deemed to have been made when due). If any payment in respect of interest on an Advance
is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement
of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the
number of days for which interest will be payable on such Advance on the next Interest Payment Date
for such Advance.



     Section 3.07 Interest. (a) Subject to Sections 2.07 and 2.09, the Borrower shall
pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of
each Advance from and including the date of such Advance (or, in the case of an Applied Provider
Advance or Applied Special Termination Advance, from and including the date on which the



Revolving Credit Agreement (Class A)

(2010-2 EETC)




17









 







amount thereof was withdrawn from the Class A Cash Collateral Account to pay interest on the
Class A Certificates) to but excluding the date such principal amount shall be paid in full (or, in
the case of an Applied Provider Advance or Applied Special Termination Advance, the date on which
the Class A Cash Collateral Account is fully replenished in respect of such Advance) and (ii), to
the extent permitted by law, any other amount due hereunder (whether fees, commissions, expenses or
other amounts or installments of interest on Advances or any such other amount) that is not paid
when due (whether at stated maturity, by acceleration or otherwise) from and including the due date
thereof to but excluding the date such amount is paid in full, in each such case, at the interest
rate per annum for each day that such amount remains overdue and unpaid equal to the Applicable
Liquidity Rate for such Advance or such other amount, as the case may be, as in effect for such
day, but in no event in any case referred to in clause (i) or (ii) above at a rate per annum
greater than the maximum rate permitted by applicable law; provided, however, that,
if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall
exceed the maximum rate permitted by applicable law, then to the maximum extent permitted by
applicable law any subsequent reduction in such interest rate will not reduce the rate of interest
payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the
total amount of interest accrued equals the absolute amount of interest that would have accrued
(without additional interest thereon) if such otherwise applicable interest rate as set forth in
this Section 3.07 had at all relevant times been in effect.




          (b) Except as provided in Section 3.07(e), each Advance will be either a Base Rate Advance or
a LIBOR Advance as provided in this Section 3.07. Each such Advance will be a Base Rate Advance
for the period from the date of its borrowing to (but excluding) the third Business Day following
the Liquidity Provider’s receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR Advance; provided that a Provider Advance shall always be a LIBOR
Advance unless the Borrower elects otherwise.




          (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum
equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance,
payable in arrears on the last day of such Interest Period and, in the event of the payment of
principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to
the extent of interest accrued on the amount of principal repaid.




          (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution
Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a
Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the
amount of principal repaid).




          (e) Each outstanding Unapplied Non-Extension Advance shall bear interest in an amount equal to
the Investment Earnings plus the Applicable Margin on amounts on deposit in the Class A Cash
Collateral Account for such Unapplied Non-Extension Advance on the amount of such Unapplied
Non-Extension Advance, from time to time, payable in arrears on each Regular Distribution Date.




Revolving Credit Agreement (Class A)

(2010-2 EETC)



18











 





          (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or
other amounts or installments of interest on Advances but excluding Advances) shall bear interest,
to the extent permitted by applicable law, at a rate per annum equal to the Base Rate plus 2.0% per
annum until paid.




          (g) If at any time, the Liquidity Provider shall have determined (which determination shall be
conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances
affecting the relevant interbank lending market generally, the LIBOR Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to the
Liquidity Provider (as conclusively certified by the Liquidity Provider, absent manifest error) of
making or maintaining Advances, the Liquidity Provider shall give facsimile or telephonic notice
thereof (a “Rate Determination Notice”) to the Borrower. If such notice is given, then the
outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances
effective from the date of the Rate Determination Notice; provided that the Applicable
Liquidity Rate in respect of such Base Rate Advances shall be increased by one per cent (1.00%).
The Liquidity Provider shall withdraw a Rate Determination Notice given hereunder when the
Liquidity Provider determines that the circumstances giving rise to such Rate Determination Notice
no longer apply to the Liquidity Provider, and the Base Rate Advances shall be converted to LIBOR
Advances effective as the first day of the next succeeding Interest Period after the date of such
withdrawal. Each change in the Base Rate shall become effective immediately. The rates of interest
specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as
the “Applicable Liquidity Rate”.




     Section 3.08 Replacement of Borrower. Subject to Section 5.02, from time to time and
subject to the successor Borrower’s meeting the eligibility requirements set forth in Section 6.09
of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and
time specified in a written and completed Notice of Replacement Subordination Agent in
substantially the form of Annex VIII (a “Notice of Replacement Subordination Agent”) delivered to
the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall become
the Borrower for all purposes hereunder.



     Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity
Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient
(in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost or
expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired
by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of the
Applicable Margin or anticipated profits) incurred as a result of:




     (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest
Period for such Advance; or




     (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing
specified in the relevant notice under Section 2.02.



     Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if any
change in any law, rule or regulation applicable to or binding on the Liquidity Provider, or any
change in the interpretation or administration thereof by any governmental authority, central



Revolving Credit Agreement (Class A)

(2010-2 EETC)





19









 







bank or comparable agency charged with the interpretation or administration thereof, or
compliance by the Liquidity Provider with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency shall make it unlawful or
impossible for the Liquidity Provider to maintain or fund its LIBOR Advances, then upon notice to
the Borrower and Delta by the Liquidity Provider, the outstanding principal amount of the LIBOR
Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the reasonable judgment of the
Liquidity Provider, requires immediate conversion; or (b) at the expiration of the last Interest
Period to expire before the effective date of any such change or request. The Liquidity Provider
will notify the Borrower and Delta as promptly as practicable of any event that will or to its
knowledge is reasonably likely to lead to the conversion of LIBOR Advances to Base Rate Advances
under this Section 3.10; provided that a failure by the Liquidity Provider to notify the
Borrower or Delta of an event that is reasonably likely to lead to such a conversion prior to the
time that it is determined that such event will lead to such a conversion shall not prejudice the
rights of the Liquidity Provider under this Section 3.10. The Liquidity Provider agrees to
investigate all commercially reasonable alternatives for avoiding the need for such conversion,
including, without limitation, designating a different Lending Office, if such designation or other
action would avoid the need to convert such LIBOR Advances to Base Rate Advances; provided
that the foregoing shall not obligate the Liquidity Provider to take any action that would, in its
reasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the
Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such
designation or other action is effected, or, if effected, fails to avoid the need for conversion of
the LIBOR Advances to Base Rate Advances, Delta may arrange for a Replacement Liquidity Facility in
accordance with Section 3.05(e) of the Intercreditor Agreement.




ARTICLE IV




CONDITIONS PRECEDENT



     Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of
this Agreement shall become effective on and as of the first date (the “Effective Date”) on which
the following conditions precedent have been satisfied (or waived by the appropriate party or
parties):



          (a) The Liquidity Provider shall have received on or before the Closing Date each of the
following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii),
each in form and substance satisfactory to the Liquidity Provider:





          (i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in
the case of the Fee Letter, Delta;




          (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto
(other than the Liquidity Provider);



Revolving Credit Agreement (Class A)

(2010-2 EETC)





20









 









          (iii) Fully executed copies of each of the Operative Agreements executed and
delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the
Intercreditor Agreement);




          (iv) A copy of the Prospectus Supplement and specimen copies of the Class A
Certificates;




          (v) An executed copy of each opinion (other than the negative assurance letters of the
Vice President — Deputy General Counsel of Delta and of Kilpatrick Stockton LLP, special
counsel to Delta and the opinion and the negative assurance letter of Shearman & Sterling
LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the
Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity
Provider or accompanied by a letter from the counsel rendering such opinion to the effect
that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were
addressed to the Liquidity Provider); 




          (vi) An executed copy of each document, instrument, certificate and opinion delivered
on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor
Agreement and the other Operative Agreements (in the case of each such opinion, either
addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering
such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion
as of its date as if it were addressed to the Liquidity Provider); and




          (vii) An agreement from Delta, pursuant to which (x) Delta agrees to provide copies of
quarterly financial statements and audited annual financial statements to the Liquidity
Provider (which Delta may provide in an electronic format by electronic mail or making such
available over the internet) and (y) Delta agrees to allow the Liquidity Provider to discuss
the transactions contemplated by the Operative Agreements with officers and employees of
Delta.



          (b) On and as of the Effective Date no event shall have occurred and be continuing, or would
result from the entering into of this Agreement or the making of any Advance, which constitutes a
Liquidity Event of Default.




          (c) The Liquidity Provider shall have received payment in full of the fees and other sums
required to be paid to or for the account of the Liquidity Provider on or prior to the Effective
Date pursuant to the Fee Letter.




          (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements
shall have been satisfied or waived, all conditions precedent to the effectiveness of the other
Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to
the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall
have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall
have been waived by the Underwriters).




Revolving Credit Agreement (Class A)

(2010-2 EETC)





21









 








          (e) The Borrower and Delta shall have received a certificate, dated the Effective Date
signed by a duly authorized representative of the Liquidity Provider, certifying that all
conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity
Provider.




     Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity
Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions
precedent that the Effective Date shall have occurred and, prior to the time of such Borrowing, the
Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of
this Agreement.



ARTICLE V




COVENANTS



     Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall
remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower
shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will,
unless the Liquidity Provider shall otherwise consent in writing:



          (a) Performance of Agreements. Subject to Sections 2.07 and 2.09, punctually pay or
cause to be paid all amounts payable by it under this Agreement and the Intercreditor Agreement and
observe and perform in all material respects the conditions, covenants and requirements applicable
to it contained in this Agreement and the Intercreditor Agreement;




          (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable
promptness, such other information and data with respect to the transactions contemplated by the
Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider;
and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and
records with respect to such transactions and to meet with officers and employees of the Borrower
to discuss such transactions; and




          (c) Certain Operative Agreements. Furnish to the Liquidity Provider, with reasonable
promptness, copies of such Operative Agreements entered into after the date hereof as from time to
time may be reasonably requested by the Liquidity Provider.




     Section 5.02 Negative Covenants of the Borrower. Subject to the first and fourth
paragraphs of Section 7.01(a) of the Intercreditor Agreement and Section 7.01(b) of the
Intercreditor Agreement, so long as any Advance shall remain unpaid or the Liquidity Provider shall
have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be
appointed any successor Borrower without the prior written consent of the Liquidity Provider, which
consent shall not be unreasonably withheld or delayed.



Revolving Credit Agreement (Class A)

(2010-2 EETC)





22









 








ARTICLE VI




LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION



     Section 6.01 Liquidity Events of Default. (a) If any Liquidity Event of Default has
occurred and is continuing and there is a Performing Note Deficiency, the Liquidity Provider may,
in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to
cause (i) this Agreement to expire at the close of business on the fifth Business Day after the
date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly
request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section
2.02(c) hereof and Section 3.05(i) of the Intercreditor Agreement, (iii) all other outstanding
Advances to be automatically converted into Final Advances for purposes of determining the
Applicable Liquidity Rate for interest payable thereon and (iv) subject to Sections 2.07 and 2.09,
all Advances, any accrued interest thereon and any other amounts outstanding hereunder to become
immediately due and payable to the Liquidity Provider.



          (b) If the aggregate Pool Balance of the Class A Certificates is greater than the aggregate
outstanding principal amount of the Series A Equipment Notes (other than any Series A Equipment
Notes previously sold by the Borrower or with respect to which the Aircraft related to such Series
A Equipment Notes has been disposed of by the Loan Trustee) at any time
during the 18-month period ending on May 23, 2019, the Liquidity Provider may, in its
discretion, deliver to the Borrower a Special Termination Notice, the effect of which shall be to
cause (i) the obligation of the Liquidity Provider to make Advances hereunder to terminate on the
fifth Business Day after the date on which such Special Termination Notice is received by the
Borrower and Delta, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly
make, a Special Termination Advance in accordance with Section 2.02(d) hereof and Section 3.05(k)
of the Intercreditor Agreement, and (iii) subject to Sections 2.07 and 2.09, all Advances
(including, without limitation, any Provider Advance and Applied Provider Advance), to be
automatically treated as Special Termination Drawings (as defined in the Intercreditor Agreement).




ARTICLE VII




MISCELLANEOUS



     Section 7.01 No Oral Modifications or Continuing Waivers. No terms or provisions of
this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the Borrower and the Liquidity Provider and any other Person whose consent is
required pursuant to this Agreement; provided that no such change or other action shall
affect the payment obligations of Delta or the rights of Delta without Delta’s prior written
consent; and any waiver of the terms hereof shall be effective only in the specific instance and
for the specific purpose given.



     Section 7.02 Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents
required or permitted under the terms and provisions of this Agreement shall be in English and in



Revolving Credit Agreement (Class A)

(2010-2 EETC)





23









 







writing, and given by United States registered or certified mail, courier service or
facsimile, and any such notice shall be effective when delivered (or, if delivered by facsimile,
upon completion of transmission and confirmation by the sender (by a telephone call to a
representative of the recipient or by machine confirmation) that such transmission was received)
addressed as follows:



If to the Borrower, to:



U.S. BANK TRUST NATIONAL ASSOCIATION

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Administration

Ref: Delta 2010-2A EETC

Telephone: (617) 603-6553

Telecopy: (617) 603-6683



If to the Liquidity Provider, to:



NATIXIS S.A., acting via its New York Branch

Attention: Lily Cheung

9 West 57th Street, 34th Floor

New York, New York 10019

Telephone: (212) 891-1948

Telecopy: (212) 891-1900

Lily.Cheung@us.natixis.com



and



NATIXIS S.A., acting via its New York Branch

Attention: Martha Sealy

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 872-5031

Telecopy: (347) 402-3031

Martha.Sealy@us.natixis.com

cc: Delta2010_2_Report@us.natixis.com.




     Any party, by notice to the other party hereto, may designate additional or different
addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or
similar words are used herein, they mean the provision of formal notice as set forth in this
Section 7.02.



     Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to
exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this Agreement preclude any
other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.



Revolving Credit Agreement (Class A)

(2010-2 EETC)





24









 








     Section 7.04 Further Assurances. The Borrower agrees to do such further acts and
things and to execute and deliver to the Liquidity Provider such additional assignments,
agreements, powers and instruments as the Liquidity Provider may reasonably require or deem
advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or
to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder
and under the other Operative Agreements.



     Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity Provider
shall be indemnified hereunder to the extent and in the manner described in Section 4.02 of the
Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold
harmless each Liquidity Indemnitee from and against all Expenses of any kind or nature whatsoever
(other than any Expenses of the nature described in Sections 3.01, 3.03, 3.09 or 7.07 or in the Fee
Letter (regardless of whether indemnified against pursuant to said Sections or in such Fee
Letter)), that may be imposed on or incurred by such Liquidity Indemnitee, in any way relating to,
resulting from, or arising out of or in connection with, any action, suit or proceeding by any
third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the
Intercreditor Agreement or any Participation Agreement; provided, however, that the
Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity
Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i)
attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any
other Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense, (iii)
attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to
perform or observe any agreement, covenant or condition on its part to be performed or observed in
this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to
which it is a party or (iv) otherwise excluded from the indemnification provisions contained in
Section 4.02 of the Participation Agreements. The provisions of Sections 3.01, 3.03, 3.09, 7.05
and 7.07 and the indemnities contained in Section 4.02 of the Participation Agreements shall
survive the termination of this Agreement.



     Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider
nor any of its officers, employees or directors shall be liable or responsible for: (i) the use
which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or
transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity
Provider against delivery of a Notice of Borrowing and other documents which do not comply with the
terms hereof; provided, however, that the Borrower shall have a claim against the
Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of
any damages suffered by the Borrower that were the result of (A) the Liquidity Provider’s willful
misconduct or gross negligence in determining whether documents presented hereunder comply with the
terms hereof or (B) any breach by the Liquidity Provider of any of the terms of this Agreement or
the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s failure to
make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing
complying with the terms and conditions hereof.



Revolving Credit Agreement (Class A)

(2010-2 EETC)





25









 








          (b) Neither the Liquidity Provider nor any of its officers, employees or directors or
affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in
connection with this Agreement or any Notice of Borrowing delivered hereunder
or (ii) any action, inaction or omission which may be taken by it in good faith, absent
willful misconduct or negligence (in which event the extent of the Liquidity Provider’s potential
liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in
connection with this Agreement or any Notice of Borrowing.




     Section 7.07 Certain Costs and Expenses. The Borrower agrees promptly to pay, or
cause to be paid, (a) the reasonable fees, expenses and disbursements of Pillsbury Winthrop Shaw
Pittman LLP, special counsel for the Liquidity Provider, in connection with the preparation,
negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or
consent thereunder or any amendment thereof and (b) if a Liquidity Event of Default occurs, all
out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and
disbursements of counsel, in connection with such Liquidity Event of Default and any collection,
bankruptcy, insolvency and other enforcement proceedings in connection therewith. In addition, the
Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or
determined to be payable in the United States in connection with the execution, delivery, filing
and recording of this Agreement, any other Operative Agreement and such other documents, and agrees
to save the Liquidity Provider harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes or fees.



     Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective
successors and permitted assigns, except that neither the Liquidity Provider (except as otherwise
provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have
the right to assign, pledge or otherwise transfer its rights or obligations hereunder or any
interest herein, subject to the Liquidity Provider’s right to grant Participations pursuant to
Section 7.08(b).



          (b) The Liquidity Provider agrees that it will not grant any participation (including, without
limitation, a “risk participation”) (any such participation, a “Participation”) in or to all or a
portion of its rights and obligations hereunder or under the other Operative Agreements, unless all
of the following conditions are satisfied: (i) such Participation is to a Permitted Transferee,
(ii) such Participation is made in accordance with all applicable laws, including, without
limitation, the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as amended,
and any other applicable laws relating to the transfer of similar interests and (iii) such
Participation shall not be made under circumstances that require registration under the Securities
Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939,
as amended. Notwithstanding any such Participation, the Liquidity Provider agrees that (1) the
Liquidity Provider’s obligations under the Operative Agreements shall remain unchanged, and such
participant shall have no rights or benefits as against Delta or the Borrower or under any
Operative Agreement, (2) the Liquidity Provider shall remain solely responsible to the other
parties to the Operative Agreements for the performance of such obligations, (3) the Liquidity
Provider shall remain the maker of any Advances, and the other parties to the




Revolving Credit Agreement (Class A)

(2010-2 EETC)





26









 







Operative Agreements shall continue to deal solely and directly with the Liquidity
Provider in connection with the Advances and the Liquidity Provider’s rights and obligations under
the Operative Agreements, (4) the Liquidity Provider shall be solely responsible for any
withholding Taxes or any filing or reporting requirements relating to such Participation and shall
hold the Borrower and Delta and their respective successors, permitted assigns, affiliates, agents
and servants harmless against the same and (5) neither Delta nor the Borrower shall be required to
pay to the Liquidity Provider any amount under Section 3.01 or Section 3.03 greater than it would
have been required to pay had there not been any grant of a Participation by the Liquidity
Provider. The Liquidity Provider may, in connection with any Participation or proposed
Participation pursuant to this Section 7.08(b), disclose to the participant or proposed participant
any information relating to the Operative Agreements or to the parties thereto furnished to the
Liquidity Provider thereunder or in connection therewith and permitted to be disclosed by the
Liquidity Provider; provided, however, that prior to any such disclosure, the
participant or proposed participant shall agree in writing for the express benefit of the Borrower
and Delta to preserve the confidentiality of any confidential information included therein (subject
to customary exceptions).




          (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may
assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the
United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of
the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank;
provided that any payment in respect of such assigned Advances made by the Borrower to the
Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower’s
obligations hereunder in respect of such assigned Advance to the extent of such payment. No such
assignment shall release the Liquidity Provider from its obligations hereunder.




     Section 7.09 Severability. To the extent permitted by applicable law, any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 7.10 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.



     Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.
(a) Each of the parties hereto, to the extent it may do so under applicable law, for purposes
hereof hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the
State of New York sitting in the City of New York and to the non-exclusive jurisdiction of the
United States District Court for the Southern District of New York, for the purposes of any suit,
action
or other proceeding arising out of this Agreement, the subject matter hereof or any of the
transactions contemplated hereby brought by any party or parties hereto or thereto, or their
successors or permitted assigns and (ii) waives, and agrees not to assert, by way of motion, as a



Revolving Credit Agreement (Class A)

(2010-2 EETC)






27









 







defense, or otherwise, in any such suit, action or proceeding, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is
improper or that this Agreement or the subject matter hereof or any of the transactions
contemplated hereby may not be enforced in or by such courts.




          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS
BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each
warrant and represent that it has reviewed this waiver with its legal counsel, and that it
knowingly and voluntarily waives its jury trial rights following consultation with such legal
counsel. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WAIVER IS IRREVOCABLE, AND CANNOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.




          (c) To the extent that the Liquidity Provider or any of its properties has or may hereafter
acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and
whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor
legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere,
to enforce or collect upon this Agreement, including, without limitation, immunity from suit or
service of process, immunity from jurisdiction or judgment of any court or tribunal or execution of
a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or
from attachment in aid of execution upon a judgment, the Liquidity Provider hereby irrevocably and
expressly waives any such immunity, and agrees not to assert any such right or claim in any such
proceeding, whether in the United States or elsewhere.




     Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts (and each party shall not be required to execute the same counterpart). Each
counterpart of this Agreement including a signature page or pages executed by each of the parties
hereto shall be an original counterpart of this Agreement, but all of such counterparts together
shall constitute one instrument.



     Section 7.13 Entirety. This Agreement and the Intercreditor Agreement constitute the
entire agreement of the parties hereto with respect to the subject matter hereof and supersede all
prior understandings and agreements of such parties.



     Section 7.14 Headings. The headings of the various Articles and Sections herein and
in the Table of Contents hereto are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.



     Section 7.15 Liquidity Provider’s Obligation to Make Advances. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER,
AND THE BORROWER’S



Revolving Credit Agreement (Class A)

(2010-2 EETC)





28









 







RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL
BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.




     Section 7.16 Head Office Obligations. The Liquidity Provider is Natixis S.A., a
French bank, acting through its New York Branch. The Liquidity Provider hereby agrees that,
notwithstanding the place of booking or its jurisdiction of incorporation or organization, the
obligations of the Liquidity Provider hereunder are also the obligations of the head office of
Natixis in Paris, France (the “Head Office”). Accordingly, any beneficiary of this Agreement will
be able to proceed directly against the Head Office, if the Liquidity Provider defaults in its
obligations to such beneficiary under this Agreement.



Revolving Credit Agreement (Class A)

(2010-2 EETC)




29









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first set forth
above.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as

Subordination Agent, as agent and trustee for the

Class A Trust, as Borrower

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President 	 
	 
	 	NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH,
as Liquidity Provider

 	 
	 	By:  	/s/ Jerome Le Jamtel
 	 
	 	 	Name:  	Jerome Le Jamtel 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                      /s/ Lily Cheung
 	 
	 	 	Name:  	Lily Cheung 	 
	 	 	Title:  	Director 	 
	 



Signature Page




Revolving Credit Agreement (Class A)

(2010-2 EETC)






 









 








ANNEX I to

REVOLVING CREDIT AGREEMENT




FORM OF INTEREST ADVANCE NOTICE OF BORROWING




INTEREST ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement (2010-2A), dated as of November 22, 2010, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest
Advance by the Liquidity Provider to be used for the payment of the interest on the Class A
Certificates which is payable on             
        ,      
      (the “Distribution Date”) in accordance
with the terms and provisions of the Class A Trust Agreement and the Class A Certificates,
which Advance is requested to be made on          
           ,      
     . The Interest Advance should be
remitted to [insert wire and account details].




     (3) The amount of the Interest Advance requested hereby (i) is $                    , to be
applied in respect of the payment of the interest which is due and payable on the Class A
Certificates on the Distribution Date, (ii) does not include any amount with respect to the
payment of principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on the Class B Certificates, if issued, (iii) was computed in accordance
with the provisions of the Class A Certificates, the Class A Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv)
does not exceed the Maximum Available Commitment on the date hereof and (v) has not been and
is not the subject of a prior or contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will apply the same in accordance with the terms of Section 3.05(b) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for
any other purpose and (c) no portion of such amount until so applied shall be commingled
with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the
Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to
reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available
Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as
set forth in clause (i) of paragraph (3) of this Notice of



Revolving Credit Agreement (Class A)

(2010-2 EETC)





 









 







Borrowing and such reduction shall automatically result in corresponding reductions in
the amounts available to be borrowed pursuant to a subsequent Advance.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the     
      day
of                     ,  
         .



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Revolving Credit Agreement (Class A)

(2010-2 EETC)






I-2









 








SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing]



Revolving Credit Agreement (Class A)

(2010-2 EETC)





I-3











 






ANNEX II to

REVOLVING CREDIT AGREEMENT




FORM OF NON-EXTENSION ADVANCE NOTICE OF BORROWING 




NON-EXTENSION ADVANCE NOTICE OF BORROWING



     The undersigned, a duly authorized signatory of the undersigned subordination agent (the
“Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2010-2A), dated as of November 22,
2010, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined or referenced), that:



     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.



     (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral Account
in accordance with Section 3.05(d) of the Intercreditor Agreement, which Advance is requested to be
made on __________, ___. The Non-Extension Advance should be remitted to [insert wire and account
details].



     (3) The amount of the Non-Extension Advance requested hereby (i) is $____________, which
equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the
funding of the Class A Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of
the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the
principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on,
the Class B Certificates, if issued, (iii) was computed in accordance with the provisions of the
Class A Certificates, the Liquidity Agreement, the Class A Trust Agreement and the Intercreditor
Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and
is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.



     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the
Borrower will deposit such amount in the Class A Cash Collateral Account and apply the same in
accordance with the terms of Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement and (B) following the making by the Liquidity Provider of the Non-Extension
Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.



Revolving Credit Agreement (Class A)

(2010-2 EETC)





 









 





     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ____________, ___.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
as
Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Revolving Credit Agreement (Class A)

(2010-2 EETC)




II-2









 






	 	 	 	 	 



SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING




[Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing]



 Revolving Credit Agreement (Class A)

(2010-2 EETC)




II-3









 





ANNEX III to

REVOLVING CREDIT AGREEMENT




FORM OF DOWNGRADE ADVANCE NOTICE OF BORROWING 




DOWNGRADE ADVANCE NOTICE OF BORROWING



     The undersigned, a duly authorized signatory of the undersigned subordination agent (the
“Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2010-2A), dated as of November 22,
2010, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined or referenced), that:



     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.



     (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral Account
in accordance with Section 3.05(c) of the Intercreditor Agreement by reason of the downgrading of
the Short-Term Rating, or, if the Liquidity Provider does not have a Short-Term Rating from the
applicable Rating Agency, the Long-Term Rating, of the Liquidity Provider issued by such Rating
Agency below the applicable Threshold Rating, which Advance is requested to be made on __________,
___. The Downgrade Advance should be remitted to [insert wire and account details].



     (3) The amount of the Downgrade Advance requested hereby (i) is $____________, which equals
the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding
of the Class A Cash Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the
Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the
principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on,
the Class B Certificates, if issued, (iii) was computed in accordance with the provisions of the
Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which
computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a
prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.



     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the
Borrower will deposit such amount in the Class A Cash Collateral Account and apply the same in
accordance with the terms of Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances



Revolving Credit Agreement (Class A)

(2010-2 EETC)




 









 




under the Liquidity Agreement and (B) following the making by the Liquidity Provider of the
Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ____________, ___.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
as
Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 Revolving Credit Agreement (Class A)

(2010-2 EETC)




III-2









 






	 	 	 	 	 



SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING




[Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing]



 Revolving Credit Agreement (Class A)

(2010-2 EETC)




III-3









 





ANNEX IV to

REVOLVING CREDIT AGREEMENT




FORM OF FINAL ADVANCE NOTICE OF BORROWING




FINAL ADVANCE NOTICE OF BORROWING



     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement (2010-2A), dated as of November 22, 2010, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Final
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral
Account in accordance with Section 3.05(i) of the Intercreditor Agreement by reason of the
receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to
the Liquidity Agreement, which Advance is requested to be made on __________, ___. The
Final Advance should be remitted to [insert wire and account details].




     (3) The amount of the Final Advance requested hereby (i) is $____________, which equals
the Maximum Available Commitment on the date hereof and is to be applied in respect of the
funding of the Class A Cash Collateral Account in accordance with Sections 3.05(f) and
3.05(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the
payment of principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on, the Class B Certificates, if issued, (iii) was computed in
accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and
the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I)
and (iv) has not been and is not the subject of a prior or contemporaneous Notice of
Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Sections 3.05(f) and 3.05(i) of the Intercreditor
Agreement, (b) no portion of such amount shall be applied by the Borrower for any other
purpose and (c) no portion of such amount until so applied shall be commingled with other
funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under


 Revolving Credit Agreement (Class A)

(2010-2 EETC)




 









 




the Liquidity Agreement and (B) following the making by the Liquidity Provider of the Final
Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ___________, __.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[* Bracketed language may be included at Borrower’s option.]





Revolving Credit Agreement (Class A)

(2010-2 EETC)





IV-2









 








SCHEDULE 1 TO FINAL ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with Final Advance Notice of Borrowing]



 Revolving Credit Agreement (Class A)

(2010-2 EETC)




IV-3









 





ANNEX V to

REVOLVING CREDIT AGREEMENT




FORM OF SPECIAL TERMINATION

ADVANCE NOTICE OF BORROWING




SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING



     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement (2010-2A), dated as of November 22, 2010, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Special
Termination Advance by the Liquidity Provider to be used for the funding of the Class A Cash
Collateral Account in accordance with Section 3.05(k) of the Intercreditor Agreement by
reason of the receipt by the Borrower of a Special Termination Notice from the Liquidity
Provider with respect to the Liquidity Agreement, which Advance is requested to be made on
______________.




     (3) The amount of the Special Termination Advance requested hereby (i) is
$_____________, which equals the Maximum Available Commitment on the date hereof and is to
be applied in respect of the funding of the Class A Cash Collateral Account in accordance
with Section 3.05(k) of the Intercreditor Agreement, (ii) does not include any amount with
respect to the payment of principal of, or premium on, the Class A Certificates, or
principal of, or interest or premium on, the Class B Certificates, if issued, (iii) was
computed in accordance with the provisions of the Class A Certificates, the Class A Trust
Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as
Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous
Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower shall deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Section 3.05(f) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the
Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Special Termination Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Primary Liquidity Provider to make


 Revolving Credit Agreement (Class A)

(2010-2 EETC)




 









 




further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity
Provider of the Special Termination Advance requested by this Notice of Borrowing, the Borrower
shall not be entitled to request any further Advances under the Liquidity Agreement.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ___________, __.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
as
Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 Revolving Credit Agreement (Class A)

(2010-2 EETC)




V-2









 






	 	 	 	 	 



SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with Special Termination Advance Notice of Borrowing]



 Revolving Credit Agreement (Class A)

(2010-2 EETC)




V-3









 





ANNEX VI to

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF TERMINATION




NOTICE OF TERMINATION



[Date]




U.S. Bank Trust National Association,

     as Subordination Agent,

     as Borrower

225 Asylum Street

Goodwin Square

Hartford, Connecticut 06103

Attention: Corporate Trust Division





	Re: 	 	 Revolving Credit Agreement, dated as of November 22, 2010, between U.S. Bank Trust National Association,
as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2010-2A, as
Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”)





Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.01(a) of the Liquidity Agreement, by reason
of the occurrence and continuance of a Liquidity Event of Default and the existence of a Performing
Note Deficiency (each as defined in the Liquidity Agreement), we are giving this notice to you in
order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement) under
such Liquidity Agreement to terminate at the close of business on the fifth Business Day after the
date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity
Agreement pursuant to Section 2.02(c) of the Liquidity Agreement and Section 3.05(i) of the
Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of
this notice.


 Revolving Credit Agreement (Class A)

(2010-2 EETC)




 









 





     THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR
OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS
ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,



NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH,

as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	cc: 	 	 U.S. Bank Trust National Association, as Class A Trustee

Delta Air Lines, Inc.




 Revolving Credit Agreement (Class A)

(2010-2 EETC)




VI-2









 





ANNEX VII to

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF SPECIAL TERMINATION




NOTICE OF SPECIAL TERMINATION



[Date]



U.S. Bank Trust National Association,

     as Subordination Agent,

     as Borrower

225 Asylum Street

Goodwin Square

Hartford, Connecticut 06103

Attention: Corporate Trust Division





	Re: 	 	 Revolving Credit Agreement, dated as of November
22, 2010, between U.S. Bank Trust National
Association, as Subordination Agent, as agent and
trustee for the Delta Air Lines Pass Through Trust
2010-2A, as Borrower, and Natixis S.A., acting via its
New York Branch (the “Liquidity Agreement”)





Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.01(b) of the Liquidity Agreement, by reason
of the aggregate Pool Balance of the Class A Certificates exceeding the aggregate outstanding
principal amount of the Series A Equipment Notes (other than any Series A Equipment Notes
previously sold or with respect to which the Aircraft related to such Series A Equipment Notes has
been disposed of) during the 18-month period prior to May 23, 2019, we are giving this notice to
you in order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement)
under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you
receive this notice and (ii) you to request a Special Termination Advance under the Liquidity
Agreement pursuant to Section 2.02(d) of the Liquidity Agreement and Section 3.05(k) of the
Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of
this notice.


 Revolving Credit Agreement (Class A)

(2010-2 EETC)




 









 





     THIS NOTICE IS THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT.
OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF
BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,



NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH,

as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	cc: 	 	 U.S. Bank Trust National Association, as Class A Trustee

Delta Air Lines, Inc.




Revolving Credit Agreement (Class A)

(2010-2 EETC)




VII-2









 











ANNEX VIII to

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF REPLACEMENT SUBORDINATION AGENT




NOTICE OF REPLACEMENT SUBORDINATION AGENT



[Date]




Attention:





	Re: 	 	 Revolving Credit Agreement, dated as of November 22, 2010, between
U.S. Bank Trust National Association, as Subordination Agent, as
agent and trustee for the Delta Air Lines Pass Through Trust
2010-2A, as Borrower, and Natixis S.A., acting via its New York
Branch (the “Liquidity Agreement”)





Ladies and Gentlemen:




For value received, the undersigned beneficiary hereby irrevocably transfers to:




[Name of Transferee]



[Address of Transferee]


all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to
above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor
Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of
Section 7.01 of the Intercreditor Agreement.




     By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are
transferred to the transferee and the transferee shall hereafter have the sole rights and
obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such
transfer, including, but not limited to, transfer taxes or governmental charges.



     This transfer shall be effective as of [specify time and date].



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
as
Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 Revolving Credit Agreement (Class A)

(2010-2 EETC)




VIII-1