exv4w13






Exhibit 4.13




EXECUTION COPY




 





FIRST AMENDMENT TO

INDENTURE AND SECURITY AGREEMENT

(N308DE)




Dated as of February 14, 2011




between



DELTA AIR LINES, INC.



and



U.S. BANK TRUST NATIONAL ASSOCIATION,



as Loan Trustee



 





First Amendment to

Indenture and Security Agreement (2010-2B EETC)

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Exhibit 4.13




EXECUTION COPY




FIRST AMENDMENT TO

INDENTURE AND SECURITY AGREEMENT 

(N308DE)




     This FIRST AMENDMENT TO INDENTURE AND SECURITY AGREEMENT (N308DE) (the “First Indenture
Amendment”), dated as of February 14, 2011, is made by and between DELTA AIR LINES, INC., a
Delaware corporation (together with its successors and permitted assigns, “Company”), and
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with
its permitted successors hereunder, “Loan Trustee”).



W I T N E S S E T H:



     WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Original Indenture referred to below;



     WHEREAS, on the Closing Date, which occurred on December 21, 2010, Company and Loan Trustee
entered into that certain Indenture and Security Agreement (N308DE), dated as of December 21, 2010,
as supplemented by Indenture Supplement No. 1 thereto, dated December 21, 2010, recorded by the FAA
on January 18, 2011, and assigned Conveyance No. KT005055 (the “Original Indenture”),
pursuant to which, among other things, Company issued to Subordination Agent the Series A Equipment
Notes in the original principal amount, having the maturity and bearing interest at the Debt Rate,
in each case as specified on Schedule I to the Original Indenture (the “Series A Equipment
Notes”);



     WHEREAS, in connection with the Original Indenture, Company, Class A Trustee, Subordination
Agent, Loan Trustee and U.S. Bank Trust National Association in its individual capacity, entered
into that certain Participation Agreement (N308DE), dated as of December 21, 2010 (the
“Original Participation Agreement”), providing for the issuance by Company of the Series A
Equipment Notes secured by a security interest in Company’s right, title and interest in and to the
Aircraft and certain other property described in the Original Indenture;




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     WHEREAS, Section 2.02 of the Original Indenture provides that, if no Series B Equipment Notes
are issued on the Closing Date, then, subject to compliance with the conditions set forth in
Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B
Closing (as defined in the First PA Amendment referred to below)), Section 2.02 of the Original Participation Agreement and Section 8.01(d)
of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing), Company
shall have the option to issue Series B Equipment Notes after the Closing Date;






     WHEREAS, concurrently with the execution and delivery of this First Indenture Amendment,
Company, U.S. Bank Trust National Association, as Pass Through Trustee for each of the Pass Through
Trusts, Subordination Agent and Loan Trustee, and U.S. Bank Trust National Association in its
individual capacity entered into that certain First Amendment to Participation Agreement (N308DE),
dated as of the date hereof (the “First PA Amendment”), pursuant to which, among other
things, Series B Equipment Notes specified in Schedule I to the Original Indenture, as such
Schedule I is amended by this First Indenture Amendment, and substantially in the form set forth in
Section 2.01 of the Original Indenture, will be issued to Subordination Agent;



     WHEREAS, in connection with such issuance of Series B Equipment Notes and other transactions
contemplated by the First PA Amendment, Company and Loan Trustee desire to amend the Original
Indenture to provide for the Company’s issuance of Series B Equipment Notes on the terms provided
herein and therein;



     WHEREAS, all things have been done to make the Series B Equipment Notes, when executed by
Company and authenticated and delivered by Loan Trustee, the valid, binding and enforceable
obligations of Company; and



     WHEREAS, all things necessary to make this First Indenture Amendment a legal, valid and
binding obligation of Company have been done and performed and have occurred;



     NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto
agree as follows:





First Amendment to

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ARTICLE I




     Section 1.01 Issuance of Series B Equipment Notes. The Series B Equipment Notes being
issued pursuant to the Original Indenture, as amended by this First Indenture Amendment, shall be
dated the date of issuance thereof, and shall be issued with the
maturity date and in the original principal amount, and shall bear interest at the applicable
Debt Rate, in each case as specified in Schedule I to the Original Indenture, as such Schedule I is
amended by this First Indenture Amendment. On the date hereof, each Series B Equipment Note shall
be issued to Subordination Agent on behalf of the Class B Pass Through Trust created under the
applicable Pass Through Trust Agreement referred to in Schedule II to the Original Indenture, as
such Schedule II is amended by this First Indenture Amendment.




     Section 1.02 Series B Equipment Notes Related Provisions. For the avoidance of doubt,
the parties hereto agree that the Series B Equipment Notes being issued as provided herein shall
constitute “Series B Equipment Notes” and “Equipment Notes” for all purposes of the Indenture and
the other Operative Documents.



     Section 1.03 Definitional Provisions.



     (a) For purposes of this First Indenture Amendment, the term “Indenture” means the Original
Indenture as amended by this First Indenture Amendment.



     (b) All references in this First Indenture Amendment to designated “Articles”, “Sections”,
“Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated
Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision of this First Indenture
Amendment, unless otherwise specifically stated.



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



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ARTICLE II




     Section 2.01 Amendment to Section 2.02. Section 2.02 of the Original Indenture is
hereby amended by deleting the words “Schedule I to” appearing immediately after the words “in a
single payment on the Payment Dates set forth in” in the second sentence of the second paragraph
thereof.



     Section 2.02 Amendment to Section 2.14. Section 2.14 of the Original Indenture is
hereby amended by deleting it in its entirety and replacing it with the following:




     Section 2.14 Certain Payments. Company agrees to pay to Loan Trustee for
distribution in accordance with Section 3.04:




     (a) an amount or amounts equal to the fees payable to Liquidity Providers
under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the
Intercreditor Agreement) related thereto (or similar provisions of any Replacement
Liquidity Facility therefor and any related fee letter), multiplied by a fraction,
the numerator of which is the sum of the then outstanding aggregate principal
amount of the Series A Equipment Notes and the Series B Equipment Notes and the
denominator of which is the sum of the then outstanding aggregate principal amount
of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined
in the Note Purchase Agreement) with respect to all of the “Indentures” (as defined
in the Note Purchase Agreement);




     (b) an amount equal to interest on any Special Termination Advance (other than
any Applied Special Termination Advance) payable under Section 3.07 of each
Liquidity Facility (or similar provisions of any Replacement Liquidity Facility
therefor) minus Investment Earnings from such Special Termination Advance
multiplied by the fraction specified in the foregoing clause (a);




     (c) an amount equal to interest on any Downgrade Advance (other than any
Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility
(or similar provisions of any Replacement Liquidity Facility therefor) minus
Investment Earnings from such



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Downgrade Advance multiplied by the fraction
specified in the foregoing clause (a);




     (d) an amount equal to interest on any Non-Extension Advance (other than any
Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity
Facility (or similar provisions of any Replacement Liquidity Facility therefor)
minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause
(a);




     (e) if any payment default shall have occurred and be continuing with respect
to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each
as defined in the Note Purchase Agreement), (x) the excess, if any, of
(1) the amount equal to the sum of interest on any Unpaid Advance (other
than a Special Termination Advance), Applied Provider Advance or Applied Special
Termination Advance payable under Section 3.07 of each Liquidity Facility (or
similar provisions of any Replacement Liquidity Facility therefor) plus any other
amounts payable in respect of such Unpaid Advance, Applied Provider Advance or
Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each
Liquidity Facility (or similar provisions of any Replacement Liquidity Facility
therefor) under which such Unpaid Advance, Applied Provider Advance or Applied
Special Termination Advance was made over (2) the sum of (A)
Investment Earnings from any Final Advance plus (B) any amount of interest
at the Past Due Rate actually payable (whether or not in fact paid) by Company in
respect of the overdue scheduled interest on the “Series A Equipment Notes” and
“Series B Equipment Notes” (each as defined in the Note Purchase Agreement) in
respect of which such Unpaid Advance, Applied Provider Advance or Applied Special
Termination Advance was made, multiplied by (y) a fraction, the numerator
of which is the then aggregate overdue amounts of interest on the then outstanding
Series A Equipment Notes and Series B Equipment Notes (other than interest becoming
due and payable solely as a result of acceleration of any such Equipment Notes) and
the denominator of which is the then aggregate overdue amounts of interest on all
“Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the
Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the
Note Purchase Agreement) (other than interest becoming due and payable solely as a
result of acceleration of any such “Equipment Notes”);



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     (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower
under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider
Advance or Applied Special Termination Advance), 3.03 (other than in respect of an
Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance),
7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement
Liquidity Facility therefor) multiplied by the fraction specified in the
foregoing clause (a); and




     (g) an amount or amounts equal to the compensation, including reasonable
expenses and disbursements actually incurred, payable to Subordination Agent under
Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified
in the foregoing clause (a) (but in any event without duplication of any amount or
amounts payable by Company in respect of such compensation under any other
Operative Document or Pass Through Document).




     For purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied
Non-Extension Advance”, “Applied Provider Advance”, “Applied Special Termination Advance”,
“Downgrade Advance”, “Final Advance”, “Investment Earnings”, “Non-Extension Advance”,
“Special Termination Advance” and “Unpaid Advance” have the meanings specified in each
Liquidity Facility or the Intercreditor Agreement, as applicable.



ARTICLE III




     Section 3.01 Amendment to Schedule I. Schedule I to the Original Indenture is hereby
amended by deleting it in its entirety and replacing it with Schedule I to this First Indenture
Amendment (it being agreed and understood that no amendments are being made to the maturity date,
original principal amount, Debt Rate, Make-Whole Spread or amortization schedule of the Series A
Equipment Notes).



     Section 3.02 Amendment to Schedule II. Schedule II to the Original Indenture is
hereby amended by deleting it in its entirety and replacing it with Schedule II to this First
Indenture Amendment.



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ARTICLE IV




     Section 4.01 Amendment to Annex A. Annex A to the Original Indenture is amended as
follows:



     (a) The definition of “Class B Certificates” is amended by deleting the phrase “, if
any,”.



     (b) The definition of “Class B Pass Through Trust” is deleted in its entirety and
replaced with the following:




     “Class B Pass Through Trust” means (i) initially, the Delta Air Lines
Pass Through Trust 2010-2B created pursuant to the Basic Pass Through Trust
Agreement, as supplemented by Trust Supplement No. 2010-2B, dated as of February
14, 2011, between Company and U.S. Bank, as Class B Trustee, and (ii) any
“Refinancing Trust” (as such term is defined in the Intercreditor Agreement)
created in connection with any subsequent redemption of Series B Equipment Notes
and issuance of new Series B Equipment Notes.



     (c) The definition of “Intercreditor Agreement” is deleted in its entirety and
replaced with the following:




     “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as
of the Issuance Date, among Class A Trustee, Class A Liquidity Provider and Subordination
Agent, as amended by that certain Amendment No. 1 to Intercreditor Agreement (2010-2),
dated as of February 14, 2011, among Company, Liquidity Providers, Pass Through Trustees
and Subordination Agent, as the same may be further amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided that, for
purposes of any obligations of Company, no amendment, modification or supplement to, or
substitution or replacement of, such Intercreditor Agreement shall be effective unless
consented to by Company.



     (d) The definition of “Liquidity Facilities” is amended by deleting the phrase “, if
provided,”.



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     (e) The definition of “Liquidity Providers” is amended by deleting the phrase “, if
any Class B Liquidity Facility shall have been provided,”.



     (f) The definition of “Note Purchase Agreement” is deleted in its entirety and
replaced with the following:




     “Note Purchase Agreement” means the Amended and Restated Note Purchase
Agreement, dated as of February 14, 2011, among Company, Subordination Agent, Escrow Agent,
Paying Agent and Pass Through Trustees, providing for, among other things, the issuance and
sale of certain equipment notes, as the same may be further amended, supplemented or
otherwise modified from time to time in accordance with its terms.



     (g) The definition of “Pass Through Trust” is amended by adding the word “two” after
the words “means each of the” and before the words “separate grantor trusts” and by deleting the
words “that have been or will be” that appear after the words “grantor trusts” and before the words
“created pursuant to”.



     (h) The definition of “Trust Supplements” is deleted in its entirety and replaced with
the following:




     “Trust Supplements” means (i) those agreements supplemental to the
Basic Pass Through Trust Agreement referred to in Schedule II to the Participation
Agreement and (ii) in the case of any Class B Certificates issued after the Closing
Date in connection with any redemption of Series B Equipment Notes and issuance of new
Series B Equipment Notes, pursuant to the provisions of Sections 2.02 and 2.11(b) of the
Indenture, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to
which (a) a separate trust is created for the benefit of the holders of such Class
B Certificates, (b) the issuance of such Class B Certificates representing
fractional undivided interests in the Class B Pass Through Trust is authorized and
(c) the terms of such Class B Certificates are established.



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ARTICLE V




     Section 5.01 Effective Time of Amendments. The amendments to the Original Indenture
contemplated hereby and the agreements set forth herein shall be effective as of the time of the
Series B Closing.



     Section 5.02 Ratification. Except as expressly amended hereby, the Original Indenture
shall remain in full force and effect in all respects, and this First Indenture Amendment shall be
construed as supplemental to the Indenture and shall form a part thereof.



     Section 5.03 Severability. To the extent permitted by applicable law, any provision
of this First Indenture Amendment that 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 5.04 No Oral Modification or Continuing Waivers. No terms or provisions of
this First Indenture Amendment may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by Company and Loan Trustee in compliance with Article IX of the
Indenture.



     Section 5.05 Successors and Assigns. The terms and provisions contained herein shall
bind and inure to the benefit of, and be enforceable by, each of the parties hereto and the
successors and permitted assigns of each, all as provided herein and in the Indenture.



     Section 5.06 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     Section 5.07 Counterparts. This First Indenture Amendment may be executed in any
number of counterparts (and each of the parties hereto shall not be required to execute the same
counterpart). Each counterpart of this First Indenture Amendment including a signature page or
pages executed by each of the parties hereto shall be an



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original counterpart of this First
Indenture Amendment, but all of such counterparts together shall constitute one instrument.




     Section 5.08 Governing Law. THIS FIRST INDENTURE AMENDMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND 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.



[Signature Pages Follow.]




First Amendment to

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     IN WITNESS WHEREOF, the parties hereto have caused this First Indenture Amendment to be duly
executed by their respective officers thereof duly authorized, as of the date first above written.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	/s/ Paul A. Jacobson
 	 
	 	 	Name:  	Paul A. Jacobson 	 
	 	 	Title:  	Senior Vice President and
Treasurer 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its

individual capacity, except as expressly provided

herein, but solely as Loan Trustee

 	 
	 	By:  	/s/ John G. Correia
 	 
	 	 	Name:  	John G. Correia 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page




First Amendment to

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N308DE





 









 





SCHEDULE I




Schedule I

to Indenture and

Security Agreement




DESCRIPTION OF EQUIPMENT NOTES1



     The information set forth below this text in this Schedule has been intentionally omitted from
the FAA filing copy as the parties hereto deem it to contain confidential information.





 




			
	1	 	This page to be included only in the FAA
filing package in the place of the completed amortization schedule.





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SCHEDULE I (Cont’d)




Schedule I

to Indenture and

Security Agreement

(Cont’d)




DESCRIPTION OF EQUIPMENT NOTES




	 	 	 	 	 	 	 	 	 
	 	 	Original Principal	 	 	 	 
	 	 	Amount	 	 	Maturity Date
	Series A
	 	 	 	 	 	 	 	 
	
Equipment Notes:
	 	$	20,563,000	 	 	November 23, 2018
	 
	 	 	 	 	 	 	 	 
	Series B
	 	 	 	 	 	 	 	 
	
Equipment Notes:
	 	$	5,686,000	 	 	November 23, 2015






CERTAIN DEFINED TERMS




	 	 	 	 	 
	Defined Term	 	Definition
	Debt Rate for Series A Equipment Notes

	 	4.95% per annum

	Make-Whole Spread for Series A Equipment Notes

	 	0.50%
	 
	 	 	 	 
	Debt Rate for Series B Equipment Notes

	 	6.75% per annum

	Make-Whole Spread for Series B Equipment Notes

	 	0.50%






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SCHEDULE I (Cont’d)




Schedule I

to Indenture and

Security Agreement

(Cont’d)




EQUIPMENT
NOTES AMORTIZATION


SERIES A EQUIPMENT NOTES

Boeing 737-732




N308DE




	 	 	 
	 	 	Percentage of
	 	 	Original Principal Amount
	Payment Date	 	to be Paid
	May 23, 2011

	 	1.17078734%
	November 23, 2011
	 	4.50264553%
	May 23, 2012
	 	4.39814716%
	November 23, 2012
	 	4.72327481%
	May 23, 2013
	 	4.74946263%
	November 23, 2013
	 	4.62184020%
	May 23, 2014
	 	4.75246803%
	November 23, 2014
	 	4.64227496%
	May 23, 2015
	 	4.58939843%
	November 23, 2015
	 	4.53558333%
	May 23, 2016
	 	4.60572874%
	November 23, 2016
	 	4.66100277%
	May 23, 2017
	 	4.46172251%
	November 23, 2017
	 	4.38943734%
	May 23, 2018
	 	4.18528425%
	November 23, 2018
	 	35.01094198%






SERIES B EQUIPMENT NOTES




     The principal amount of each Series B Equipment Note will be payable in a single payment on
the Maturity Date for the Series B Equipment Notes set forth on the first page of this Schedule I.



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SCHEDULE I (Cont’d)




Schedule I

to Indenture and

Security Agreement

(Cont’d)




EQUIPMENT NOTES AMORTIZATION2



The portion of this Schedule appearing below this text is intentionally deleted from the FAA filing
counterpart because the parties hereto deem it to contain confidential information.






 




			
	2	 	This page to be included only in the FAA
filing package in the place of the completed amortization schedule.





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SCHEDULE II




Schedule II

to Indenture and

Security Agreement




PASS
THROUGH TRUST AGREEMENT AND


PASS THROUGH TRUST SUPPLEMENTS




     Class A Pass Through Trust: Pass Through Trust Agreement, dated as of November 16, 2000,
between Delta Air Lines, Inc. and U.S. Bank Trust National Association (as successor to State
Street Bank and Trust Company of Connecticut, National Association), as trustee, as supplemented by
Trust Supplement No. 2010-2A, dated as of November 22, 2010.



     Class B Pass Through Trust: Pass Through Trust Agreement, dated as of November 16, 2000,
between Delta Air Lines, Inc. and U.S. Bank Trust National Association (as successor to State
Street Bank and Trust Company of Connecticut, National Association), as trustee, as supplemented by
Trust Supplement No. 2010-2B, dated as of February 14, 2011.



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