Credit-Linked Deposits
EXHIBIT A
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Form of First Lien Real Estate Mortgage
EXHIBIT B
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Form of First Lien Security Agreement
EXHIBIT C
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Form of First Lien Pledge Agreement
EXHIBIT D
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Form of First Lien Slot, Gate and Route Security and Pledge Agreement
EXHIBIT E
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Form of First Lien Aircraft Mortgage
EXHIBIT F-1
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Form of First Lien Trademark Security Agreement
EXHIBIT F-2
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Form of First Lien Patent Security Agreement
EXHIBIT F-3
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Form of First Lien Copyright Security Agreement
EXHIBIT G-1
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Form of Opinion of Davis Polk & Wardwell
EXHIBIT G-2
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Form of Opinion of Kilpatrick Stockton LLP
EXHIBIT G-3
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Form of Opinion of Keating Muething & Klekamp PLL
EXHIBIT G-4 -
Form of Opinion of Akerman Senterfitt
EXHIBIT G-5 -
Form of Opinion of Morris, Nichols, Arsht & Tunnell LLP
EXHIBIT G-6 -
Form of Opinion of Daugherty, Fowler, Peregrin, Haught & Jenson
EXHIBIT H
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Form of Instrument of Assumption and Joinder
EXHIBIT I
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Form of Intercreditor Agreement
EXHIBIT J
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Form of Assignment and Acceptance
EXHIBIT K
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Form of Eligible Accounts Receivable Calculation Certificate
SCHEDULE 1.01(a)
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Excluded Flight Simulators
SCHEDULE 1.01(b)
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Immaterial Subsidiaries
SCHEDULE 1.01(c)
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Restricted Accounts
SCHEDULE 1.01(d)
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Restructuring Aircraft
SCHEDULE 3.06
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Subsidiaries
SCHEDULE 3.07
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Existing Liens
SCHEDULE 3.09
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Litigation
SCHEDULE 3.14
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ERISA
SCHEDULE 3.15(a)
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Real Property Interests
SCHEDULE 3.17
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Taxes
SCHEDULE 3.18
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Pre 10/22/94 Section 1110 Collateral
SCHEDULE 5.16
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737-800 Aircraft Agreements
SCHEDULE 6.03
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Indebtedness
SCHEDULE 6.08
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Transactions with Affiliates
SCHEDULE 6.09
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Existing Investments
v
FIRST LIEN REVOLVING CREDIT AND GUARANTY AGREEMENT
Dated as of April 30, 2007
FIRST LIEN REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of April 30,
2007, among DELTA AIR LINES, INC., a Delaware corporation (the "Borrower"), the
direct and indirect domestic subsidiaries of the Borrower (other than Excluded
Subsidiaries and, at the option of the Borrower, Immaterial Subsidiaries)
signatory hereto (each a "Guarantor" and collectively the "Guarantors"), each of
the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., a
national banking corporation ("JPMCB"), as administrative agent (in such
capacity, the "Administrative Agent"), and as collateral agent for the Lenders
(in such capacity, the "Collateral Agent"), J.P. MORGAN SECURITIES INC.
("JPMSI") and LEHMAN BROTHERS INC. ("LBI"), as co-lead arrangers and joint
bookrunners, UBS SECURITIES LLC, as syndication agent (in such capacity, the
"Syndication Agent") and as joint bookrunner, and CALYON NEW YORK BRANCH and RBS
SECURITIES CORPORATION, as co-documentation agents (in such capacity, the
"Co-Documentation Agents").
INTRODUCTORY STATEMENT
The Borrower has applied to the Lenders for a loan facility of up to
$1,600,000,000 comprised of (a) a revolving credit and revolving letter of
credit facility in an aggregate principal amount (or Dollar Amount, in the case
of Revolving LC Exposure) not to exceed $1,000,000,000 as set forth herein and
(b) a synthetic revolving credit and revolving letter of credit facility in an
aggregate principal amount up to $600,000,000 as set forth herein,