EXHIBIT 4.4

EXECUTION COPY


REVOLVING CREDIT AGREEMENT


(2007-1A)


Dated as of October 11, 2007


between


U.S. BANK TRUST NATIONAL ASSOCIATION,


as Subordination Agent,


as agent and trustee for the trustee of


Delta Air Lines Pass Through Trust 2007-1A,


as Borrower


and


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE


as Liquidity Provider


Delta Air Lines Pass Through Trust 2007-1A 


6.821% Delta Air Lines


Pass Through Certificates,


Series 2007-1A


 


 







 



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
 	
            8
 









	
             
 	
            Section 2.02                                  Making of Advances
 	
            8
 









	
             
 	
            Section 2.03                                  Fees
 	
            10
 









	
             
 	
            Section 2.04                                  Increase, Reduction or Termination of the Maximum Commitment
 	
            10
 









	
             
 	
            Section 2.05  Repayments of Interest Advances, the Special Termination Advance or the Final Advance
 	
            10
 









	
             
 	
            Section 2.06                                  Repayments of Provider Advances
 	
            11
 









	
             
 	
            Section 2.07                                  Payments to the Liquidity Provider Under the Intercreditor Agreement
 	
            12
 









	
             
 	
            Section 2.08                                  Book Entries
 	
            12
 









	
             
 	
            Section 2.09                                  Payments from Available Funds Only
 	
            12
 





Article III

OBLIGATIONS OF THE BORROWER





	
             
 	
            Section 3.01                                  Increased Costs
 	
            13
 









	
             
 	
            Section 3.02                                  Intentionally omitted.
 	
            14
 









	
             
 	
            Section 3.03                                  Withholding Taxes
 	
            14
 









	
             
 	
            Section 3.04                                  Payments
 	
            15
 









	
             
 	
            Section 3.05                                  Computations
 	
            15
 









	
             
 	
            Section 3.06                                  Payment on Non-Business Days
 	
            16
 









	
             
 	
            Section 3.07                                  Interest
 	
            16
 









	
             
 	
            Section 3.08                                  Replacement of Borrower
 	
            17
 









	
             
 	
            Section 3.09                                  Funding Loss Indemnification
 	
            17
 









	
             
 	
            Section 3.10                                  Illegality
 	
            17
 





i







Article IV

CONDITIONS PRECEDENT





	
             
 	
            Section 4.01                                  Conditions Precedent to Effectiveness of Section 2.01
 	
            18
 









	
             
 	
            Section 4.02                                  Conditions Precedent to Borrowing
 	
            19
 





Article V

COVENANTS





	
             
 	
            Section 5.01                                  Affirmative Covenants of the Borrower
 	
            19
 









	
             
 	
            Section 5.02                                  Negative Covenants of the Borrower
 	
            20
 





Article VI

LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION




	
             
 	
            Section 6.01                                  Liquidity Events of Default
 	
            20
 





Article VII

MISCELLANEOUS





	
             
 	
            Section 7.01                                  No Oral Modifications or Continuing Waivers
 	
            21
 









	
             
 	
            Section 7.02                                  Notices
 	
            21
 









	
             
 	
            Section 7.03                                  No Waiver; Remedies
 	
            22
 









	
             
 	
            Section 7.04                                  Further Assurances
 	
            22
 









	
             
 	
            Section 7.05                                  Indemnification; Survival of Certain Provisions
 	
            22
 









	
             
 	
            Section 7.06                                  Liability of the Liquidity Provider
 	
            23
 









	
             
 	
            Section 7.07                                  Certain Costs and Expenses
 	
            23
 









	
             
 	
            Section 7.08                                  Binding Effect; Participations
 	
            24
 









	
             
 	
            Section 7.09                                  Severability
 	
            25
 









	
             
 	
            Section 7.10                                  Governing Law
 	
            25
 









	
             
 	
            Section 7.11                                                Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
 	
            25
 









	
             
 	
            Section 7.12                                  Counterparts
 	
            26
 









	
             
 	
            Section 7.13                                  Entirety
 	
            26
 









	
             
 	
            Section 7.14                                  Headings
 	
            26
 









	
             
 	
            Section 7.15                                  Liquidity Provider’s Obligation to Make Advances
 	
            26
 





ii








	
            Annex I
 	
            -  Interest Advance Notice of Borrowing
 









	
            Annex II
 	
            -  Downgrade Advance Notice of Borrowing
 









	
            Annex III
 	
            -  Final Advance Notice of Borrowing
 









	
            Annex IV
 	
            -  Special Termination Advance Notice of Borrowing
 









	
            Annex V
 	
            -  Notice of Termination
 









	
            Annex VI
 	
            -  Notice of Special Termination
 









	
            Annex VII
 	
            -  Notice of Replacement Subordination Agent
 





 


 


iii







 



REVOLVING CREDIT AGREEMENT


This REVOLVING CREDIT AGREEMENT, dated as of October 11, 2007, 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 LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (“Helaba”), a public law banking institution organized under the laws of Germany (the “Liquidity Provider”).


W I T N E S S E T H:


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)       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 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 Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance, 1.50% per annum, (b) with respect to any Unapplied Provider Advance, the rate per annum specified in the Fee Letter applicable to this Agreement 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 Provider Advance” means an Applied Downgrade 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, 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. 


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“Covered Taxes” means any Taxes imposed by the United States or any political subdivision or taxing authority thereof or therein 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 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 (or in the case of a successor Liquidity Provider (including a transferee of an Advance) after the date on which such successor Liquidity Provider obtains its interest) in applicable law (excluding from “change in applicable law” for this purpose, a change in an applicable treaty or other change in law affecting the applicability of a treaty other than the applicable income tax treaty between the United States of America and the Federal Republic of Germany (“German Treaty”) other than an addition to or change in any
“anti-treaty shopping,” “limitation of benefits” or similar provision in such German Treaty)), (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 certificate or document (which 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).


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


“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 Applicable 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(f) 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) 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.


3







 


“Expiry Date” means February 25, 2024.


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


 “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) 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 first 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 first 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, then the Interest Periods shall be successive periods of one month beginning on 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 the Regular Distribution Date following such conversion (in the case of clause (y) above).


“Lending Office” means the lending office of the Liquidity Provider presently located at Frankfurt, Germany, 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 


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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 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 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.


“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 $ 94,580,804.52 as the same may be increased or reduced from time to time in accordance with Section 2.04(a).


 “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.


“Offering Memorandum” means the Offering Memorandum dated October 4, 2007, relating to the Class A, Class B and Class C Certificates, as such Offering Memorandum may be amended or supplemented.


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“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 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.


“Provider Advance” means a Downgrade Advance.


“Reference Banks” means the principal London offices of:  National Westminster Bank, plc; Helaba; The Chase Manhattan Bank; Citibank, N.A.; 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 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 the compliance by the Liquidity Provider (or its head office) with any applicable direction or 


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requirement (whether or not having the force of law) of any central bank or competent governmental or other authority 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 Taxes (other than Excluded Taxes) with respect to the amounts payable or paid or change 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.


“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 VI 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; 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 V 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.


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


“Acceleration”, “Applicable Rating-Agency”, “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”, “Class C Certificates”, “Closing Date”, “Collection Account”, “Controlling Party”, “Corporate Trust Office”, “Delta”, “Delta Bankruptcy Event”, “Distribution Date”, “Fitch”, “Dollars”, “Downgraded Facility”, “Equipment Notes”, “Fee Letter”, “Final Legal Distribution Date”, “Indenture”, “Initial Purchasers”, “Interest Payment Date”, “Investment
Earnings”, “Liquidity Facility”, “Liquidity Obligations”, “Loan Trustee”, “Long-Term Rating”, “Moody’s”, “Non-Extended Facility”, “Operative Agreements”, “Participation Agreements”, “Performing Equipment Note”, “Person”, “Pool Balance”, “Purchase Agreement”, “Rating Agencies”, “Ratings Confirmation”, “Registration Rights Agreement”, “Regular Distribution Date”, “Replacement Liquidity Facility”, “Responsible Officer”, “Scheduled Payment”, “Short-Term Rating”, “Special Payment”, “S&P”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”, “Trust Agreement”, “Trustee”, “United States” and “Written Notice”.


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 Drawing shall have occurred.


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(b)       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 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 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 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 Section 3.5(f) and Section 3.5(i) of the Intercreditor Agreement).


(e)       Each Borrowing shall be made on 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 1:00 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 a 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 1:00 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 1:00 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 a 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 


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delivery of a copy thereof to the Liquidity Provider’s New York branch at the address 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 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 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 said 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(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    Increase, Reduction or Termination of the Maximum Commitment. (a) Automatic Increase or Reduction. Promptly following each date on which the Required Amount is increased as a result of an increase in the Stated Interest Rate or is reduced as a result of a reduction in the Pool Balance of the Class A Certificates, a reduction of the Stated Interest Rate or otherwise, the Maximum Commitment shall automatically be increased or reduced, as applicable, to an amount equal to such increased or reduced Required Amount, as applicable (as calculated by the Borrower). The Borrower shall give notice of any such automatic increase or 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
such automatic increase or 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 


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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 Downgraded 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 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 amount of any such withdrawal 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; and 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 shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof.  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 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 and the dates on which such interest is payable; provided further, however, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for 


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purposes of determining the Applicable Liquidity Rate for interest payable thereon and the dates on which such interest is payable.  Subject to Sections 2.07 and 2.09 hereof, 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 prepaid as provided in Section 3.07.


(b)       At any time when an Applied Provider 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 of Provider Advances treated as an Interest Advance 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.


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 


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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.


ARTICLE III


 


OBLIGATIONS OF THE BORROWER


Section 3.01    Increased Costs. 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 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 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 90 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 are made on a reasonable basis. 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 


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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, 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 and pending as of the date of this Agreement (it being agreed that the Consultative Document issued by the Basel Committee on Banking Supervision entitled “The New Basel Capital Accord,” dated January 2001, 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 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, the Borrower shall pay to the relevant authorities the full amount so required to be deducted or withheld and, 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 W8-BEN or 


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W8-ECI (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 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. 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 Landesbank Hessen Thüringen, at Citibank N.A., ABA No. 021000089 Account Name: Landesbank Hessen Thüringen, Account No. 10920118; 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 


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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 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) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the
extent permitted by law, 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 equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount, as the case may be, as in effect for such day, but in no event 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)       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).


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(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)        [Reserved.]


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


(g)       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 VI (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 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 


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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 Delta, in the case of the Fee Letter;


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


(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 Offering Memorandum and specimen copies of the Class A Certificates;


(v)       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 


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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


(vi)      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 filings referred to in Section 3.01(d) of the Participation Agreements shall have been filed (or shall be in the process of being filed).


(d)       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.


(e)       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 shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A,  Class B and Class C Certificates by the Initial Purchasers under the Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Purchase Agreement shall have been waived by the Initial Purchasers).


(f)        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 


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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.  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.


(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.


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(d) 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 or with respect to which the Aircraft related to such Series A Equipment Notes has been disposed of) at any time during the 18-month period ending on 


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August 10, 2022, 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 expire 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(e) hereof and Section 3.5(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), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider.


 


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 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 2007-1 EETC


Telephone:  (617) 603-6553 


Telecopy:  (617) 603-6683


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If to the Liquidity Provider, to:


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE 


Main Tower


Neue Mainzer Str. 52-58


60311 Frankfurt am Main


Germany


Attention:  Asset Finance


Telephone:  49-69-9132-4882


Telecopy:  49-69-9132-4392


With a copy to:


LANDESBANK HESSEN-THÜRINGEN 


New York Branch


420 Fifth Avenue, 24th Floor


New York, NY 10018


Attention:  Asset Finance/Gerhard Winklmeier 


Telephone:  (212) 703-5250


Telecopy:  (212) 703-5256


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.


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 4.2 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 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 


22







 


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 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 4.2 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.


(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 


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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 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).


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(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. 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 LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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 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.  THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT 


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AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


(c)       The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any state thereof and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation.


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 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.


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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




 


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Liquidity Provider




	 	By:
/s/ Kohrsmeier-Hartmann





	 	Name:
Kohrsmeier-Hartmann






	 	Title:
SVP




 




	 	By:
/s/ Dr. Christian Remaklus






	 	Name:
Dr. Christian Remaklus







	 	Title:
VP





 


 


 







 



ANNEX I to


REVOLVING CREDIT AGREEMENT


INTEREST ADVANCE NOTICE OF BORROWING


The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2007-1A), dated as of October 11, 2007, 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 or Class C Certificates, (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 Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance.


I-1







 


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:




 


I-2







 


SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING


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


 


 


I-3







 



ANNEX II to


REVOLVING CREDIT AGREEMENT


DOWNGRADE ADVANCE NOTICE OF BORROWING


The undersigned, a duly authorized signatory of the undersigned subordination agent (the “Borrower”), hereby certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2007-1A), dated as of October 11, 2007, 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 Long-Term Rating of the Liquidity Provider issued by either Rating Agency below the 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 or the Class C Certificates (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 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.


III-1







 


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:





 


III-2







 


SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING 


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


 


III-3







 



ANNEX III to


REVOLVING CREDIT AGREEMENT


FINAL ADVANCE NOTICE OF BORROWING


The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2007-1A), dated as of October 11, 2007, 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 or the Class C Certificates (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 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.


IV-1







 


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.]


IV-2







 


SCHEDULE 1 TO FINAL ADVANCE NOTICE OF BORROWING


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


 


IV-3







 



ANNEX IV to


REVOLVING CREDIT AGREEMENT


SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING


The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2007-1A), dated as of October 11, 2007, 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 or the Class C Certificates, (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 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.


ANNEX IV
Page 1







 


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:




 



ANNEX IV
Page 2







 


SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING


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


ANNEX IV
Page 3







 



ANNEX V to


REVOLVING CREDIT AGREEMENT


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 October 11, 2007, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2007-1A, as Borrower, and Landesbank Hessen-Thüringen Girozentrale (the “Liquidity Agreement”)
 






Ladies and Gentlemen:


You are hereby notified that pursuant to Section 6.01 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 therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) 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 3.05(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice.


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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,


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, 


as Liquidity Provider




	 	By:                                                                     





	 	Name: 






	 	Title:




 





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





 


 


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ANNEX VI to


REVOLVING CREDIT AGREEMENT


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 October 11, 2007, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2007-1A, as Borrower, and Landesbank Hessen-Thüringen Girozentrale (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 August 10, 2022, we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) 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 3.05(k) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a
consequence of your receipt of this notice.


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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,


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, 


as Liquidity Provider



	 	By:                                                                     





	 	Name: 






	 	Title:






 





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





 


 


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ANNEX VII to


REVOLVING CREDIT AGREEMENT


NOTICE OF REPLACEMENT SUBORDINATION AGENT


[Date]


Attention:





	
            Re: 
 	
            Revolving Credit Agreement, dated as of October 11, 2007, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2007-1A, as Borrower, and Landesbank Hessen-Thüringen Girozentrale (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:




 


 




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