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DELTA AIR LINES INC /DE/

FORM 10-K

(Annual Report)

Filed 02/13/13 for the Period Ending 12/31/12

Address HARTSFIELD ATLANTA INTL AIRPORT

1030 DELTA BLVD

ATLANTA, GA 30354-1989

Telephone 4047152600

CIK 0000027904

Symbol DAL

SIC Code 4512 - Air Transportation, Scheduled

Industry Airline

Sector Transportation

Fiscal Year 12/31

http://www.edgar-online.com

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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... 1030 DELTA BLVD ATLANTA, GA 30354-1989 4047152600 0000027904 DAL 4512 - Air Transportation, Scheduled Airline Transportation 12/31 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year http://www.edgar-online.com Â© Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use...

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... Employer Identification No.) 30320-6001 (Zip Code) Registrant's telephone number, including area code: (404) 715-2600 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.0001 per share New York Stock...

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... General Fuel Frequent Flyer Program Other Businesses Distribution and Expanded Product Offerings Competition Regulatory Matters Employee Matters Executive Officers of the Registrant Additional Information ITEM 1A. RISK FACTORS Risk Factors Relating to Delta Risk Factors Relating to the Airline...

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES 49 95 95

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...12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES SIGNATURES...

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...in "Risk Factors Relating to Delta" and "Risk Factors Relating to the Airline Industry" in "Item 1A. Risk Factors" of this Form 10-K, other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly...

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... of the same holding company, and Alitalia, which covers routes between North America and Europe. The joint venture agreement provides for the sharing of revenues and costs, as well as joint marketing and sales, coordinated pricing and revenue management, network planning and scheduling and other...

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... on the joint venture routes, as well as joint marketing and sales activities, joint pricing and revenue management, network planning and scheduling with respect to the parties' operations on joint venture routes. Enhanced commercial agreements with Latin American Carriers. In 2011, we entered into...

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... the operations of our contract carriers under capacity purchase agreements. Includes fuel hedge (losses) gains under our fuel hedging program of $(66) million, $420 million and $(89) million for 2012 , 2011 and 2010 , respectively. General Jet fuel costs have continued to increase in recent years...

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... and fuel price increases in the future. Frequent Flyer Program Our SkyMiles Â® frequent flyer program is designed to retain and increase traveler loyalty by offering incentives to customers to increase travel on Delta. The SkyMiles program allows program members to earn mileage for travel awards by...

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...services, professional security, training services and aviation solutions. Our vacation wholesale business, MLT Vacations, provides vacation packages. Our private jet operations, Delta Private Jets, provides aircraft charters, aircraft management and programs allowing members to purchase flight time...

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... Skies Aviation Agreements with an increasing number of countries around the world, including in particular the Open Skies Treaties that the U.S. has with the Member States of the European Union, Japan and the Gulf states, could significantly increase competition among carriers serving those markets...

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... time period. In the U.S., the FAA currently regulates the allocation of slots, slot exemptions, operating authorizations, or similar capacity allocation mechanisms at Reagan National in Washington, D.C. and LaGuardia, John F. Kennedy International Airport ("JFK") and Newark in the New York City...

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... we may operate in the future, it could result in significant costs for us and the airline industry. In addition to direct costs, such regulation may have a greater effect on the airline industry through increases in fuel costs that could result from fuel suppliers passing on increased costs that...

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... 31, 2015 December 31, 2013 In addition, 220 refinery employees of Monroe are represented by the United Steel Workers under an agreement that expires on February 26, 2015. This agreement is governed by the National Labor Relations Act, which generally allows either party to engage in self-help upon...

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...; Executive Vice President and Chief of Network and Revenue Management of Delta (August 2005-April 2006); Vice General Director-Chief Commercial Officer and Chief Operating Officer of Alitalia (2003-2005); Senior Vice President-Network of Continental Airlines (2003); Senior Vice President-Scheduling...

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ITEM 1A. RISK FACTORS Risk Factors Relating to Delta Our business and results of operations are dependent on the price of aircraft fuel. High fuel costs or cost increases, including in the cost of crude oil, could have a materially adverse effect on our operating results. Our operating results are ...

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... liquidity. We actively manage our fuel price risk through a hedging program intended to reduce the financial impact on us from changes in the price of jet fuel. This fuel hedging program utilizes several different contract and commodity types. The economic effectiveness of this hedge portfolio is...

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... agreements. Employee strikes and other labor-related disruptions may adversely affect our operations. Our business is labor intensive, utilizing large numbers of pilots, flight attendants, aircraft maintenance technicians, ground support personnel and other personnel. As of December 31, 2012...

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...of the tickets we sell are paid for by customers who use credit cards. Our primary credit card processing agreements provide that no holdback of receivables or reserve is required except in certain circumstances, including if we do not maintain a required level of unrestricted cash. If circumstances...

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...losses of senior management personnel and other key employees, our operating results could be adversely affected. We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. If we experience a substantial turnover in our leadership...

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... testing period (generally three years). As of December 31, 2012 , Delta reported a consolidated federal pretax NOL carryforward of approximately $16.3 billion . Both Delta and Northwest experienced an ownership change in 2007 as a result of their respective plans of reorganization under Chapter 11...

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...-St. Paul, New York-LaGuardia, New York-JFK and Salt Lake City either directly at those airports or at the hubs of other airlines that are located in close proximity to our hubs. We also face competition in smaller to medium-sized markets from regional jet operators. Discount carriers, including...

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... affect us and the airline industry. The potential negative effects include increased security (including as a result of our global operations), insurance and other costs and lost revenue from increased ticket refunds and decreased ticket sales. Our financial resources might not be sufficient...

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...U.S. government has been providing U.S. airlines with war-risk insurance to cover losses, including those resulting from terrorism, to passengers, third parties (ground damage) and the aircraft hull. The U.S. Secretary of Transportation has extended coverage through September 30, 2013, and we expect...

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... Flight Equipment During 2012, we entered into agreements with (1) Bombardier Aerospace to purchase 40 CRJ-900 aircraft; (2) Pinnacle Airlines, Inc. to purchase 16 CRJ-900 aircraft; and (3) Southwest Airlines and The Boeing Company to lease 88 B-717-200 aircraft. Our operating aircraft fleet...

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... to pay debt service on special facility bonds issued to finance their construction. We also lease marketing, ticketing and reservations offices in certain locations for varying terms. In recent years, some airports have increased or sought to increase the rates charged to airlines to levels that...

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... of federal grants, passenger facility charge revenues, increased user rentals and fees and other airport funds are expected to be used to pay CIP costs directly and through the payment of debt service on bonds. In partnership with the airlines, the airport has initiated the planning of an...

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... based upon statements made to the investment community by both carriers relating to industry capacity levels during 2008-2009. Plaintiffs also added a new cause of action against Delta alleging attempted monopolization in violation of Section 2 of the Sherman Act, paralleling a claim previously...

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... AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange. The following table sets forth for the periods indicated the highest and lowest sales price for our common stock as reported on the NYSE. Common Stock High Low Fiscal 2012 Fourth...

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...2012 quarter from the distributions described below. These shares may be deemed to be "issuer purchases" of shares that are required to be disclosed pursuant to this Item. Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number...

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... of Operations Year Ended December 31, (in millions, except share data) 2012 2011 2010 2009 2008 Operating revenue Operating expense Operating income (loss) Other expense, net Income (loss) before income taxes Income tax (provision) benefit Net income (loss) Basic earnings (loss) per share Diluted...

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... for mark-to-market adjustments for fuel hedges recorded in periods other than the settlement period (a non-GAAP financial measure as defined in "Supplemental Information"). December 31, (in millions) 2012 2011 2010 2009 2008 Total assets Long-term debt and capital leases (including current...

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... and related costs. Our fuel expense increased $468 million (including our contract carriers under capacity purchase agreements) compared to 2011 due to a 6% increase in our average price per gallon, despite a 2% decrease in consumption. During 2012, we recorded losses of $66 million due to changes...

Page 35
... lease termination and other charges over this period. We expect to benefit from reduced future maintenance cost and improved operational and fuel efficiency that we will experience over the life of the new aircraft. Oil Refinery Acquisition Jet fuel costs have continued to increase in recent years...

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... providing industry-leading domestic service, we are optimizing our international and trans-continental flight schedule at JFK to facilitate convenient connections for our passengers and improve coordination with our SkyTeam alliance partners. At JFK, we currently operate domestic flights primarily...

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... mile yield and unit revenue increased due to fare increases, higher revenue under corporate travel contracts and improvements in our products and services. International mainline passenger revenue increased $520 million. In early 2011, we faced industry overcapacity in the transatlantic market...

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... the refinery on fuel expense and average price per gallon: Average Price Per Gallon Year Ended December 31, (in millions, except per gallon data) 2012 2011 Increase (Decrease) Year Ended December 31, 2012 2011 Increase Fuel purchase cost Refinery impact Fuel hedge losses (gains) Total fuel expense...

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... average price per gallon, adjusted (a non-GAAP financial measure as defined in "Supplemental Information" below) was $3.26 for the year ended December 31, 2012 . Salaries and Related Costs . The increase in salaries and related costs is primarily due to employee pay increases, increases in pension...

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...$65 million due to an increase in the volume of ticket change fees. These increases were partially offset by $90 million in lower baggage fee revenue, resulting from an increase in bag fees waived for premium customers and customers under our co-brand credit card agreement with American Express. 35

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... of fuel hedge activity: Year Ended December 31, (in millions, except per gallon data) 2011 2010 Increase % Increase Aircraft fuel and related taxes Aircraft fuel and related taxes included within contract carrier arrangements Total fuel expense Total fuel consumption (gallons) Average price per...

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...to costs associated with increased maintenance sales to third parties by our MRO services business, reflected in other revenue above. Passenger Commissions and Other Selling Expenses. Credit card and sales commissions increased in conjunction with the 11% increase in passenger revenue. Aircraft Rent...

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...cash flows from operations in 2013. Our operating cash flows can be impacted by the following factors: Seasonality of Advance Ticket Sales . We sell tickets for air travel in advance of the customer's travel date, and receive cash payment at the time of sale. As a result, we record the cash received...

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... 2012 instead of paying cash to Delta for SkyMiles used. This draw down of $333 million in SkyMiles reduced cash flows from operations in 2012 compared to 2011 and 2010. Pension Contributions. We sponsor defined benefit pension plans for eligible employees and retirees. These plans are closed to new...

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... 2013 2014 2015 2016 2017 Thereafter Total Long-term debt (see Note 8) Principal amount Interest payments Contract carrier obligations (see Note 10) Operating lease payments (see Note 9) Employee benefit obligations (see Note 11) Aircraft purchase commitments (see Note 10) Capital lease obligations...

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... companies with which we have marketing agreements. Mileage credits are a separate unit of accounting as they can be redeemed by customers in future periods for air travel on Delta and participating airlines, membership in our Sky Club and other program awards. Passenger Ticket Sales Earning...

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... contract to sell mileage credits relates to our co-brand credit card relationship with American Express. We defer revenue related to the mileage credits sold to American Express based on prices at which we sell mileage credits to other airlines, and re-evaluate our deferral rate at least annually...

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... to sell. To determine whether impairments exist for aircraft used in operations, we group assets at the fleet-type level (the lowest level for which there are identifiable cash flows) and then estimate future cash flows based on projections of capacity, passenger mile yield, fuel costs, labor costs...

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... weighted average discount rate for net periodic pension benefit cost in each of the past three years has varied from the rate selected on our measurement date, ranging from 4.95% to 5.93% between 2010 and 2012 . Expected Long-Term Rate of Return. Our expected long-term rate of return on plan assets...

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...our non-fuel costs and our year-over-year financial performance. Ancillary businesses . Ancillary businesses are not related to the generation of a seat mile. These businesses include aircraft maintenance and staffing services we provide to third parties and our vacation wholesale operations. Profit...

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...during a reporting period, excluding aircraft fuel and related taxes, ancillary businesses, profit sharing, restructuring and other items and MTM adjustments for fuel hedges recorded in periods other than the settlement period. Passenger Load Factor - A measure of utilized available seating capacity...

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... December 31, 2012 , aircraft fuel and related taxes, including our contract carriers under capacity purchase agreements, accounted for $12.3 billion , or 36% , of our total operating expense. We recognized $66 million of net fuel hedge losses during the year ended December 31, 2012 . The following...

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..., 2012 , we had open foreign currency forward contracts totaling a $123 million asset position. We estimate that a 10% increase or decrease in the price of the Japanese yen and Canadian dollar in relation to the U.S. dollar would change the projected cash settlement value of our open hedge contracts...

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... STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page 50 51 52 53 54 55 56 Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - December 31, 2012 and 201 1 Consolidated Statements of Operations for the years ended December 31, 2012, 2011...

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...ACCOUNTING FIRM To the Board of Directors and Stockholders of Delta Air Lines, Inc. We have audited the accompanying consolidated balance sheets of Delta Air Lines, Inc. (the Company) as of December 31, 2012 and 2011 , and the related consolidated statements of operations, comprehensive income (loss...

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... Accounts payable Frequent flyer deferred revenue Accrued salaries and related benefits Taxes payable Fuel card obligation Other accrued liabilities Total current liabilities Noncurrent Liabilities: Long-term debt and capital leases Pension, postretirement and related benefits Frequent flyer...

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The accompanying notes are an integral part of these Consolidated Financial Statements. 51

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..., except per share data) 2012 2011 2010 Operating Revenue: Passenger: Mainline Regional carriers Total passenger revenue Cargo Other Total operating revenue Operating Expense: Aircraft fuel and related taxes Salaries and related costs Contract carrier arrangements Aircraft maintenance materials and...

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... of Comprehensive Income (Loss) Year Ended December 31, (in millions) 2012 2011 2010 Net Income Other comprehensive loss: Net gain (loss) on derivatives Net change in pension and other benefit liabilities (1) Total Other Comprehensive Loss Comprehensive Income (Loss) (1) $ 1,009 211 (2,022...

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... SkyMiles used pursuant to advance purchase under American Express Agreements Changes in certain assets and liabilities: Receivables Restricted cash and cash equivalents Fuel inventory Prepaid expenses and other current assets Air traffic liability Frequent flyer deferred revenue Accounts payable...

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... claims under Northwest's Plan of Reorganization Shares of common stock issued and compensation expense associated with equity awards (Treasury shares withheld for payment of taxes, $9.63 (1) per share) Stock options exercised Balance at December 31, 2011 Net income Other comprehensive loss Shares...

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... card companies from the sale of passenger airline tickets, customers of our aircraft maintenance and cargo transportation services and other companies for the purchase of mileage credits under our SkyMiles Program. We provide an allowance for uncollectible accounts equal to the estimated losses...

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...Risk Classification of Gains and Losses Fuel hedge contracts Interest rate contracts Foreign currency exchange contracts Increases in jet fuel prices Increases in interest rates Fluctuations in foreign currency exchange rates Aircraft fuel and related taxes Interest expense, net Passenger revenue...

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...payments are made to the applicable government agency or operating carrier. Frequent Flyer Program The SkyMiles Program offers incentives to travel on Delta. This program allows customers to earn mileage credits by flying on Delta, regional air carriers with which we have contract carrier agreements...

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... companies with which we have marketing agreements. Mileage credits are a separate unit of accounting as they can be redeemed by customers in future periods for air travel on Delta and participating airlines, membership in our Sky Club and other program awards. Passenger Ticket Sales Earning...

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... to sell. To determine whether impairments exist for aircraft used in operations, we group assets at the fleet-type level (the lowest level for which there are identifiable cash flows) and then estimate future cash flows based on projections of capacity, passenger mile yield, fuel costs, labor costs...

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... on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Deferred tax assets and liabilities are recorded net as current and noncurrent deferred income taxes. A valuation allowance is recorded to...

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... fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK. We accounted for the refinery acquisition as a business combination. The refinery, pipelines and terminal assets acquired were recorded at $180 million in property and equipment, net...

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... carrying amount of the non-jet fuel products transferred within Aircraft fuel and related taxes on the Consolidated Statement of Operations. The gross fair value of the products exchanged under these agreements during the year ended December 31, 2012 was $1.1 billion . Segment Reporting Operating...

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...) December 31, 2012 Level 1 Level 2 Level 3 Valuation Technique Cash equivalents Short-term investments Restricted cash equivalents and investments Long-term investments Hedge derivatives, net Fuel hedge contracts Interest rate contracts Foreign currency exchange contracts (in millions) $ 2,176...

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... oil, jet fuel and diesel fuel, as these commodities are highly correlated with the price of jet fuel that we consume. Option contracts are valued under an income approach using option pricing models based on data either readily observable in public markets, derived from public markets or provided...

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... undesignated contracts on aircraft fuel and related taxes: Year Ended December 31, (in millions) 2012 2011 2010 Market adjustments for changes in fair value Effective portion reclassified from AOCI to earnings Losses (gains) recorded in aircraft fuel and related taxes Interest Rate Risk $ $ 81...

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... from AOCI to Earnings Effective Portion Recognized in Other Comprehensive Income (Loss) Year Ended December 31, (in millions) 2012 2011 2010 2012 2011 2010 Fuel hedge contracts Interest rate contracts Foreign currency exchange contracts Total designated $ $ 15 $ (5) (25) (15) $ 233...

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...mileage credits under our SkyMiles Program to participating airlines and non-airline businesses such as credit card companies, hotels and car rental agencies. The credit risk associated with our receivables is minimal. Self-Insurance Risk We self-insure a portion of our losses from claims related to...

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... we have an investment in our Consolidated Financial Statements. NOTE 6 . INTANGIBLE ASSETS Indefinite-Lived Intangible Assets Carrying Amount at December 31, (in millions) 2012 2011 International routes and slots Delta tradename SkyTeam related assets Domestic slots Total $ $ 2,240 $ 850 661...

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...LaGuardia acquired in 2011 were recorded at fair value. We estimated their fair value using a combination of limited market transactions and the lease savings method, which is an income approach. These assets are classified in Level 3 of the fair value hierarchy. The carrying value related to the 42...

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... our 2008 American Express agreement. The amendments, among other things, (1) provide that Cardholders may check their first bag for free on every Delta flight through June 2013 ("Baggage Fee Waiver Period"), (2) changed the SkyMiles Usage Period to a three-year period beginning in the December 2011...

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...Notes March 2015 Other Secured Financing Arrangements: 2013 to 2023 Certificates (2)(3) (2)(3) Aircraft financings 2013 to 2025 Other financings (2)(4) 2013 to 2031 Bank Revolving Credit Facility September 2015 Total secured debt American Express - Advance Purchase of Restricted SkyMiles (5) 2013 to...

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... Pacific Routes Revolving Facility ($500) Senior Secured Notes Senior Second Lien Notes Total $ 2012 Pacific Facilities. Borrowings under the 2012 Pacific Term Loans must be repaid annually in an amount equal to 1% per year of the original principal amount of the respective loans (to be paid in...

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.... The 2011 Credit Facilities and the related guarantees are secured by liens on certain of our and the Guarantors' assets, including accounts receivable, flight equipment, ground property and equipment, certain aircraft, spare engines and parts, certain non-Pacific international routes, domestic...

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... SkyMiles by American Express (see Note 7 ). As described in the table below, we amortize these adjustments over the remaining maturities of the respective debt to amortization of debt discount, net on our Consolidated Statements of Operations. During the years ended December 31, 2012 , 2011...

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... under capital leases and noncancelable operating leases (including certain aircraft flown by Contract Carriers) with initial or remaining terms in excess of one year: Capital Leases Years Ending December 31, (in millions) Total 2013 2014 2015 2016 2017 Thereafter Total minimum lease payments Less...

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Operating Leases Years Ending December 31, (in millions) Contract Carrier Aircraft Lease Payments (2) Delta Lease Payments (1) Total 2013 2014 2015 2016 2017 Thereafter Total minimum lease payments (1) (2) $ $ 1,005 $ 949 859 736 627 6,414 10,590 $ 502 $ 484 473 423 373 1,001 3,256 $ 1,507 ...

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... or all of their aircraft using our flight designator codes, and we control the scheduling, pricing, reservations, ticketing and seat inventories of those aircraft and retain the revenues associated with those flights. We pay those airlines an amount, as defined in the applicable agreement, which is...

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... for tickets purchased with VISA/MasterCard or American Express credit cards, as applicable, that had not yet been used for travel. There was no Reserve or amounts withheld as of December 31, 2012 and 2011 . Other Contingencies General Indemnifications We are the lessee under many commercial real...

Page 87
...family members. Defined Benefit Pension Plans. We sponsor defined benefit pension plans for eligible employees and retirees. These plans are closed to new entrants and frozen for future benefit accruals. The Pension Protection Act of 2006 allows commercial airlines to elect alternative funding rules...

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..., Fair Value of Plan Assets and Funded Status Pension Benefits December 31, (in millions) 2012 2011 Other Postretirement and Postemployment Benefits December 31, 2012 2011 Benefit obligation at beginning of period Service cost Interest cost Actuarial loss Benefits paid, including lump sums...

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... Periodic Cost Pension Benefits Year Ended December 31, (in millions) 2012 2011 2010 2012 Other Postretirement and Postemployment Benefits Year Ended December 31, 2011 2010 Service cost Interest cost Expected return on plan assets Amortization of prior service benefit Recognized net actuarial loss...

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... our annualized return target. Our expected long-term rate of return on assets for net periodic pension benefit cost for the year ended December 31, 2012 was 9% . Benefit Payments Benefit payments in the table below are based on the same assumptions used to measure the related benefit obligations...

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The following table summarizes, the benefit payments that are scheduled to be paid in the years ending December 31: (in millions) Pension Benefits Other Postretirement and Postemployment Benefits 2013 2014 2015 2016 2017 2018-2022 Plan Assets $ 1,141 $ 1,136 1,149 1,164 1,181 6,153 275 276 276 ...

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... plan assets by asset class. These investments are presented net of the related benefit obligation in pension, postretirement and related benefits on the Consolidated Balance Sheets. December 31, 2012 (in millions) Total Level 1 Level 2 Level 3 Valuation Technique Total Level 1 December 31, 2011...

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... valued using the net asset value. Cash is not included in the table above. Changes in Level 3. The following table shows the changes in our benefit plan assets classified in Level 3: (in millions) Private Equity Real Estate Hedge Funds Common Stock Commingled Funds Total Balance at January 1, 2011...

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... 31, (in millions) 2012 2011 Deferred tax assets: Net operating loss carryforwards Pension, postretirement and other benefits AMT credit carryforward Deferred revenue Rent expense Reorganization items, net Other Valuation allowance Total deferred tax assets Deferred tax liabilities: $ $ $ 6,414...

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...effective tax rate when recognized. We accrue interest and penalties related to unrecognized tax benefits in interest expense and operating expense, respectively. Interest and penalties are not material in any period presented. We are currently under audit by the IRS for the 2011 and 2012 tax years...

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... relate to fuel derivatives which are designated as accounting hedges are recognized in the Consolidated Statement of Operations. We will reclassify to earnings all amounts relating to our fuel derivative contracts in AOCI on the original contract settlement dates. As a result, a non-cash income tax...

Page 97
... the market price of the common stock on the date of issuance or vesting. The weighted average cost of shares held in treasury was $14.24 and $14.19 as of December 31, 2012 and 2011 , respectively. Equity-Based Compensation Our broad based equity and cash compensation plan provides for grants of...

Page 98
.... Our airline segment is managed as a single business unit that provides air transportation for passengers and cargo. This allows us to benefit from an integrated revenue pricing and route network. Our flight equipment forms one fleet, which is deployed through a single route scheduling system...

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... OTHER ITEMS The following table shows amounts recorded in restructuring and other items on our Consolidated Statements of Operations: Year Ended December 31, (in millions) 2012 2011 2010 Facilities, fleet and other Severance and related costs Intangible asset impairments (see Note 6) Gains on slot...

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... share: Year Ended December 31, (in millions, except per share data) 2012 2011 2010 Net income Basic weighted average shares outstanding Dilutive effects of share based awards Diluted weighted average shares outstanding Basic earnings per share Diluted earnings per share Antidilutive common stock...

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...year due to the weighting of shares used in calculating per share data. Three Months Ended (in millions, except per share data) March 31 June 30 September 30 December 31 2012 Operating revenue Operating income Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share 2011...

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... policies, processes, technology and operations for the refinery and related assets. Management will continue to evaluate our internal control over financial reporting as we review the oil refinery activities. Management's Annual Report on Internal Control Over Financial Reporting Management...

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... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Delta Air Lines, Inc. as of December 31, 2012 and 2011 , and the related consolidated statements of operations, comprehensive income (loss), stockholders' (deficit) equity, and cash flows for...

Page 104
... Compensation Plans The following table provides information about the number of shares of common stock that may be issued under the 2007 Plan, Delta's only equity compensation plan, as of December 31, 2012 . (c) No. of Securities Remaining Available for (b) Weighted(a) No. of Securities to Average...

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... SCHEDULES (a) (1). The following is an index of the financial statements required by this item that are included in this Form 10-K: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets- December 31, 2012 and 2011 Consolidated Statements of Operations for the years...

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... or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of February 2013 . DELTA AIR LINES, INC. By: /s/ Richard H. Anderson Richard H. Anderson Chief Executive Officer 99

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...Executive Officer) Senior Vice President and Chief Financial Officer (Principal Financial Officer) Vice President and Chief Accounting Officer (Principal Accounting Officer) President and Director Director Director Chairman of the Board Director Director Director Director Director Director...

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100

Page 109
... JFK International Air Terminal LLC and Delta Air Lines, Inc. (Filed as Exhibit 10.4 to Delta's Annual Report on Form 10-K for the year ended December 31, 2010).* Supplemental Agreement No. 13 to Purchase Agreement Number 2022, dated August 24, 2011, between The Boeing Company and Delta relating...

Page 110
... Delta Air Lines, Inc. 2012 Management Incentive Plan (Filed as Exhibit 10.16 to Delta's Annual Report on Form 10-K for the year ended December 31, 2011).* Delta Air Lines, Inc. 2013 Management Incentive Plan. Delta Air Lines, Inc. Transition Award Program. Letter Agreement dated as of June 11, 2008...

Page 111
..., 2011).* Separation Agreement and General Release, dated March 29, 2012, by and between Delta Air Lines, Inc. and Samuel H. Halter (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).* Terms of 2012 Restricted Stock Awards for Non-Employee Directors...

Page 112
EXHIBIT 10.2 CREDIT AND GUARANTY AGREEMENT Among DELTA AIR LINES, INC., as Borrower, and THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN, as Guarantors and THE LENDERS PARTY HERETO, and BARCLAYS BANK PLC, as Administrative Agent WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee DEUTSCHE ...

Page 113
..., PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, MORGAN STANLEY SENIOR FUNDING, INC. and UBS SECURITIES LLC as Joint Bookrunners Dated as of October 18, 2012

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... 3.01. Organization and Authority SECTION 3.02. Air Carrier Status SECTION 3.03. Due Execution SECTION 3.04. Statements Made SECTION 3.05. Financial Statements; Material Adverse Change SECTION 3.06. Ownership SECTION 3.07. Liens SECTION 3.08. Use of Proceeds i 2 2 33 33 33 33 35 39 41 41 42 42...

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... 5.01. Financial Statements, Reports, etc. SECTION 5.02. Existence SECTION 5.03. Insurance SECTION 5.04. Maintenance of Properties SECTION 5.05. Obligations and Taxes SECTION 5.06. Notice of Event of Default, etc. SECTION 5.07. Access to Books and Records SECTION 5.08. Compliance with Laws SECTION...

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... Law; Jurisdiction; Consent to Service of Process SECTION 10.06. No Waiver SECTION 10.07. Extension of Maturity SECTION 10.08. Amendments, etc. SECTION 10.09. Severability SECTION 10.10. Headings SECTION 10.11. Survival SECTION 10.12. Execution in Counterparts; Integration; Effectiveness SECTION...

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...Exhibit E Exhibit F Schedules Schedule 1.01(a) Schedule 1.01(b) Schedule 3.06 Schedule 3.10 Schedule 3.14 Schedule 6.03 Schedule 6.08 Immaterial Subsidiaries Pacific Routes Ownership Pacific Route FAA Slots ERISA Indebtedness Transactions with Affiliates Form of Security Agreement Form of Collateral...

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... cash on hand, will be used to repay amounts outstanding under the Existing Credit Facilities and the Existing Secured Notes, to pay related transaction costs, fees and expenses, and for working capital and other general corporate purposes of the Borrower and its Subsidiaries. To provide guarantees...

Page 119
... possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided that the PBGC shall not be an Affiliate of the Borrower or any Guarantor. " Agents " shall mean the Administrative Agent, the...

Page 120
... time. " Airport Authority " shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager...

Page 121
..., executed by a Responsible Officer of the Borrower, for a Borrowing in accordance with Section 2.03. " Business Day " shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized to remain closed (and, for a Letter of Credit...

Page 122
... of any law, rule or regulation after the date of this Agreement, (b) any change in any law (including pursuant to any treaty or, for purposes of Section 5.09, any other agreement governing the right to fly international routes), rule or regulation or in the interpretation or application thereof by...

Page 123
... accordance with this Agreement. " Commitment Fee " shall have the meaning set forth in Section 2.20(a). " Commitment Fee Rate " shall mean Â¾ of 1% per annum. " Connection Carrier " shall mean any regional carrier that operates flights using the "DL" or "NW" designation code pursuant to contractual...

Page 124
...; (d) the cumulative effect of a change in accounting principles will be excluded therefrom; and (d) the effect of non-cash gains and losses attributable to movement in the markto-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will...

Page 125
...of a Lender, and the Administrative Agent for reporting the outstanding amount of Designated Hedging Obligations under such Designated Hedging Agreement from time to time, (ii) an agreedupon maximum amount of Designated Hedging Obligations under such Designated Hedging Agreement that can be included...

Page 126
...) any aggregate net loss during such period arising from a Capital Asset Sale (as defined below), (ix) all other non-cash charges for such period, (x) any losses arising under fuel hedging arrangements during such period, and (xi) costs and expenses, including fees, incurred directly in connection...

Page 127
...,000,000, (b) a finance company, insurance company or other financial institution or fund, in each case reasonably acceptable to the Administrative Agent, which in the ordinary course of business extends credit of the type contemplated herein or invests therein and has total assets in excess of $200...

Page 128
... imposed in lieu of net income Taxes, and branch profits Taxes, in each case, that are Connection Taxes, (b) any withholding tax that is imposed on amounts payable to such Recipient at the time such Recipient becomes a party to this Agreement or designates a new lending office, except to the extent...

Page 129
...acquired, to conduct one Instrument Flight Rule (as defined under the FAA regulations) landing or takeoff operation during a specific hour or half-hour period at any slot-constrained or high density traffic airport in the United States (other than JFK) pursuant to FAA regulations, including Title 14...

Page 130
... succeeding 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 (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent...

Page 131
... of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or...

Page 132
...retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accrued expenses incurred and current accounts payable, in each case in the ordinary course of business), (e) all...

Page 133
...on the next preceding Business Day, and (ii) no Interest Period shall end later than the applicable Termination Date. " Investments " shall mean any stock, evidence of indebtedness or other security of any Person, any loan, advance, contribution of capital, extension of credit or commitment therefor...

Page 134
... office of the Administrative Agent at Barclays Bank PLC, 745 Seventh Avenue, New York, NY 10019, Attention: Bank Debt Management Group, designated as the "Delta Air Lines LC Account" that shall be used solely for the purposes set forth herein. " Letter of Credit Fees " shall mean the fees payable...

Page 135
... of Credit (including applications for Letters of Credit and related reimbursement agreements), the Collateral Documents, and any other instrument or agreement (which is designated as a Loan Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative Agent, the...

Page 136
..., relating to the Borrower, whether or not a claim for post-filing or post-petition interest, fees or costs is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to any Agent, any Issuing Lender or any Lender (or (i) in the case of Designated Hedging...

Page 137
... now or hereafter acquired or held by the Borrower and the Guarantors in connection with the right to use, operate or occupy space in an airport terminal at which the Borrower or any of the Guarantors conduct scheduled operations for direct non-stop flights (or flights originating at airports 20

Page 138
... " shall mean the Borrower's and the Guarantors' gates, ticket counters, office space and baggage claim areas at each airport necessary to operate a Pacific Route. " Pacific Routes " shall mean the Routes described on Schedule 1.01(b) and any other Routes to or from the Pacific Countries (other than...

Page 139
... of $75,000,000, the Borrower shall have delivered to the Administrative Agent an Officer's Certificate to the effect set forth in clause (a) above, together with the relevant financial information for the Person or assets to be acquired, promptly after consummation of such acquisition; and (d) with...

Page 140
... of Credit Account or any amounts on deposit therein; (c) abandonment of Slots, Gate Leaseholds, Routes or Supporting Route Facilities, in each case which are reasonably determined by the Borrower to be of de minimis value; (d) the lease or sublease of, or use agreements with respect to, assets and...

Page 141
... must be reasonably satisfactory to the Administrative Agent); (e) the Disposition of 14 Pacific Route Foreign Slots at Narita Airport in Tokyo, Japan to US Airways pursuant to that certain Mutual Asset Purchase and Sale Agreement, dated as of August 11, 2009, among the Borrower, US Airways, Inc...

Page 142
... rate of interest per annum publicly announced from time to time by Barclays, as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Barclays in connection with extensions of credit to debtors); each change...

Page 143
... pricing, premium, maturity, scheduled amortization and optional prepayment or redemption provisions) shall be customary market terms for indebtedness of such type ( provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior...

Page 144
ing into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years) paid to the lenders providing such Indebtedness, but ...

Page 145
... case, financial statements are available considered as a single period. " Routes " shall mean the routes for which the Borrower or, if applicable, a Guarantor holds or hereafter acquires the requisite authority to operate foreign air transportation pursuant to Title 49 including, without limitation...

Page 146
..., as secured party, to the extent such action seeks to foreclose (or obtain a lien) on the Jet Fuel Assets. " Specified Person " shall have the meaning set forth in Section 3.19. " Statutory Reserve Rate " shall mean a fraction (expressed as a decimal), the numerator of which is the number one and...

Page 147
... of this Agreement. " Taxes " shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. " Term B-1 Lender " shall mean each Lender having a Term B-1 Loan Commitment or, as the case may be, an outstanding Term...

Page 148
... Sections 302 or 303 of ERISA) applicable to such Plan, whether or not waived, (j) any failure by any Plan to satisfy the special funding rules for plans maintained by commercial airlines contained in Section 402 of the Pension Protection Act of 2006, (k) the filing pursuant to Section 412(c) of the...

Page 149
... in favor of the Collateral Trustee and the Administrative Agent for the benefit of the Secured Parties, the borrowing of Loans and the use of the proceeds thereof, and the request for and issuance of Letters of Credit hereunder. " Type ", when used in reference to any Loan or Borrowing, refers...

Page 150
... the Administrative Agent agree to consider in good faith any such amendment in order to amend the provisions of this Agreement so as to reflect equitably such accounting changes so that the criteria for evaluating the Borrower's financial condition shall be the same after such accounting changes as...

Page 151
...; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire Unused Total Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.02(e). Borrowings of more than one Type may be outstanding at the same time...

Page 152
... from the Administrative Agent that it is then permitted under this Agreement. (c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any...

Page 153
...Issuing Lender shall notify the Borrower and the Administrative Agent thereof. On the date of any payment by the applicable Issuing Lender under a Letter of Credit, if the Borrower shall have received notice of such payment prior to 11:00 a.m., New York City time on such date, or, if such notice has...

Page 154
...; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered...

Page 155
... satisfactory to each such Issuing Lender and the Administrative Agent, and/or (B) deposit cash in the Letter of Credit Account, as collateral security for the Borrower's reimbursement obligations in connection with any such Outstanding Letters of Credit (such deposit in the amounts set forth below...

Page 156
... Cash Collateralization. (k) Issuing Lender Agreements . Unless otherwise requested by the Administrative Agent, each Issuing Lender shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit...

Page 157
... the Administrative Agent of such request by telephone (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the Closing Date and (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time one (1) Business Day...

Page 158
... Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate otherwise applicable to such Borrowing. If such Lender pays such amount to the Administrative Agent, then...

Page 159
...Tranches shall be outstanding at any one time. SECTION 2.07. Interest on Loans . (a) Subject to the provisions of Section 2.08, each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days in a leap year) at a rate per annum equal...

Page 160
... Administrative Agent from time to time pay interest, to the extent permitted by law, on all overdue amounts up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days...

Page 161
...of Revolving Commitments . Upon at least one (1) Business Day prior written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Unused Total Revolving Commitment; provided that each such notice shall be...

Page 162
...respect to ABR Loans, upon delivery of written or facsimile notice in the form of Exhibit F received by 12:00 noon, New York City time, one Business Day prior to the proposed date of prepayment; provided , however , that (A) each such partial prepayment shall be in an amount not less than $5,000,000...

Page 163
... so assigned unless such fee is waived by such Term Lender. SECTION 2.14. (a) Increased Costs . If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any...

Page 164
... in good faith that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or Issuing Lender's capital or on the capital of such Lender's or Issuing Lender's holding company, if any, as a consequence of this Agreement or...

Page 165
...Taxes or Other Taxes from such payments to or for the benefit of any Recipient, then (i) the sum payable shall be increased as necessary so that after making all such required deductions (including such deductions applicable to additional sums payable under this Section 2.16), the Recipient receives...

Page 166
...under this Agreement (and from time to time thereafter, or upon request of the Borrower or the Administrative Agent) whichever of the following is applicable: (i) two (2) duly completed original copies of Internal Revenue Service Form W-8BEN, claiming eligibility for benefits of an income tax treaty...

Page 167
... Tax with respect to payments made under any Loan Document, the Administrative Agent shall deliver to the Borrower, at the time or times prescribed by additional law and as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law...

Page 168
...Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in the applicable currency. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay...

Page 169
... such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts due, owing and payable to it hereunder at such time, from the...

Page 170
... Administrative Agent on behalf of the Revolving Lenders a fee calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the daily average...

Page 171
... in Letter of Credit Account . The Borrower and the Guarantors hereby pledge to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, and hereby grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a first priority...

Page 172
... the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments; provided...

Page 173
... them against the risk of non-payment by such Defaulting Lender. (g) Any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts...

Page 174
... this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the...

Page 175
...Loans shall be increased to the extent necessary to achieve the foregoing); provided , further , that in determining the interest rate margins applicable to the existing Term B-1 Loans and the Incremental Term Loans, as applicable, (x) original issue discount or upfront or similar fees (collectively...

Page 176
... be reasonably satisfactory to the Administrative Agent. The increased or new Commitments shall be effected by a joinder agreement (the " Increase Joinder ") executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory...

Page 177
...(whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the effective yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment...

Page 178
...the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii...

Page 179
... by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers' certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel...

Page 180
... liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or...

Page 181
... in this Agreement, any other Loan Document or in any other document, report, public or private confidential information memorandum, financial statement, certificate or other written information furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent or any Lender...

Page 182
... in a manner consistent in all material respects with applicable rules, regulations, laws and contracts in order to preserve both their respective right to hold and operate the Pacific Route FAA Slots, taking into account any waivers or other relief granted to the Borrower and any Guarantor by the...

Page 183
...material respects with applicable rules, regulations, foreign laws and contracts in order to preserve both their respective right to hold and operate the Pacific Route Foreign Slots, taking into account any waivers or other relief granted to the Grantors by Pacific Route Foreign Aviation Authorities...

Page 184
... in equity or at law. At such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), and (b) the execution of the Account Control Agreements, the Collateral Trustee, for the benefit of the Secured Parties, shall have a first...

Page 185
..., any director, officer, agent, employee or Affiliate of such Loan Party or Subsidiary is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA or any other applicable anti-corruption laws, including, without limitation, making use of...

Page 186
... of the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors, board of managers or members of that...

Page 187
... to the Administrative Agent and the Lenders. (f) Payment of Fees and Expenses . The Borrower shall have paid to the Administrative Agent, the Lenders and the Collateral Trustee the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this Agreement, as...

Page 188
... any hedging, cash management, letter of credit and credit card processing/program obligations of the Borrower and its Subsidiaries (except for any obligation that becomes a Designated Hedging Obligation or Designated Banking Product Obligation under this Agreement), shall have been terminated and...

Page 189
... information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act, that such Lenders shall have requested at least 10 days prior to the Closing Date. The execution by each Lender of this Agreement...

Page 190
... copies of such documents to the Administrative Agent; (b) Within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Borrower's consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Borrower and its...

Page 191
...the annual report (Form 5500 Series) with respect to each Plan of the Borrower or any of its ERISA Affiliates, within thirty (30) days after the later of the date of such request or the date of the filing of such Schedule with the Internal Revenue Service; (i) within fifteen (15) Business Days after...

Page 192
..., at all times since the Closing Date) the Borrower or such Guarantor has utilized the Pacific Routes, Pacific Route FAA Slots and Pacific Route Foreign Slots in a manner consistent in all material respects with applicable regulations, rules, law, foreign law and contracts in order to preserve their...

Page 193
... with U.S. based companies of the same or similar size in the same or similar businesses; (ii) maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties...

Page 194
... advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Trustee may upon reasonable...

Page 195
... material respects with applicable regulations, rules, laws and contracts in order to preserve its right to hold and operate the Pacific Route FAA Slots, taking into account any waivers or other relief granted to the Borrower by the FAA, any applicable Pacific Route Foreign Aviation Authority, any...

Page 196
...all material respects with applicable regulations, rules, foreign law and contracts in order to preserve its right to hold and operate the Pacific Route Foreign Slots, taking into account any waivers or other relief granted to the Borrower by any applicable Pacific Route Foreign Aviation Authorities...

Page 197
... to obtain any release or termination of Liens not permitted under Section 6.01 and the filing of Uniform Commercial Code financing statements) in favor of the Collateral Trustee for the benefit of the Secured Parties on such Subsidiary's Applicable Assets to secure the Obligations to the extent...

Page 198
... any release or termination of Liens not permitted under Section 6.01 and the filing of Uniform Commercial Code financing statements) in favor of the Collateral Trustee for the benefit of the Secured Parties on such assets of the Borrower or such Subsidiary, as applicable, to secure the Obligations...

Page 199
... Assurances . Execute any and all further documents and instruments, and take all further actions, that may be required or advisable under applicable law or by the FAA, or that the Administrative Agent or the Collateral Trustee may reasonably request, in order to create, grant, establish, preserve...

Page 200
... rate swap, cap or collar agreements, interest rate future or option contracts and other similar agreements designed to hedge against fluctuations in interest rates, in each case to the extent that such agreement or contract is entered into in the ordinary course of business for bona fide hedging...

Page 201
...Administrative Agent; (n) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees or their spouses or estates to purchase or redeem capital stock of the Borrower issued to such director, consultant, manager, officer or employee...

Page 202
... not exceed 100% of the purchase price or construction cost (including any capitalized interest and issuance fees and expenses) of the subject asset; (z) (aa) [reserved]; [reserved]; (bb) in the event that the transactions underlying the Jet Fuel Inventory Supply Agreement are re-characterized as...

Page 203
...plus (d) the aggregate amount of all Designated Hedging Obligations that constitute "Obligations" then outstanding to be less than 1.60 to 1.00; provided that if, upon delivery of an Appraisal Report pursuant to Section 5.09 or otherwise pursuant to this Agreement, it is determined that the Borrower...

Page 204
... option plans, other benefit plans or other arrangements for management or employees of the Borrower and its Subsidiaries in a maximum aggregate amount not to exceed $10,000,000 in any twelve-month period; (j) Restricted Payments to allow the cash payment in lieu of the issuance of fractional shares...

Page 205
... time outstanding in connection with Investments in travel or airline related businesses made in connection with marketing and promotion agreements, alliance agreements, distribution agreements, agreements with respect to fuel consortiums, agreements relating to flight training, agreements relating...

Page 206
... the payment of benefits in accordance with the terms of the Benefits Plans and periodic premiums under insurance or annuity contracts) or for the purposes incidental to the ordinary operation of the Benefits Plans; (hh) Investments resulting from any sale or other Disposition of assets otherwise...

Page 207
...(b) transactions contemplated by the Plan of Reorganization; (c) fees and compensation paid to, and indemnities provided on behalf of, officers, directors or employees of the Borrower or any Guarantor as reasonably determined by the board of directors or senior management, as the case may be, of the...

Page 208
... of Pacific Routes, Pacific Route Slots, Pacific Route Gate Leaseholds, or other properties or assets that constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral), or voluntary Sale of Grantor, shall be permitted provided that...

Page 209
...from the Administrative Agent of such default; or (e) other than with respect to any Specified Jet Fuel Action, any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace...

Page 210
... Lenders, the Administrative Agent shall, by written notice to the Borrower, take one or more of the following actions, at the same or different times: (i) terminate forthwith the Commitments; (ii) declare the Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon...

Page 211
... Trustee, for the benefit of the Secured Parties, on such asset (including any Net Cash Proceeds deposited in an account subject to an Account Control Agreement); (ii) with respect to the Administrative Agent only, to determine that the cost to the Borrower or any Guarantor, as the case may be, is...

Page 212
... to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the institution serving as an Administrative Agent or Collateral Trustee or any of its Affiliates in any capacity and (iv) the...

Page 213
... under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed...

Page 214
.... (b) Any amounts received by the Administrative Agent in connection with this Agreement (other than amounts to which the Administrative Agent is entitled pursuant to Sections 2.18, 8.04 and 10.04), the application of which is not otherwise provided for in this Agreement, shall be applied...

Page 215
... Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the Internal Revenue Service applicable withholding tax relating to a payment to a Lender...

Page 216
... by the Administrative Agent. SECTION 9.02. No Impairment of Guaranty . To the extent permitted by applicable law, the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of...

Page 217
..., the guarantee of such Guarantor provided herein shall automatically be discharged and released without any further action by any Person effective as of the time of such sale or Disposition. The Administrative Agent shall use commercially reasonable efforts to execute and deliver, at the Borrower...

Page 218
... the extent provided in paragraph (d) of this Section 10.02) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to...

Page 219
... in respect of one Type of Commitments or Loans; (D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for the account of the Administrative Agent; (E) the assignee, if it...

Page 220
... Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. (iv) The Administrative Agent shall maintain at its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names...

Page 221
... thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (d) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Lender, sell participations to one or more banks...

Page 222
... in this Agreement, any Lender may assign all or a portion of its Term Loans to the Borrower in accordance with Section 10.02(b); provided that: (i) the assigning Lender and the Borrower purchasing such Lender's Term Loans, as applicable, shall execute and deliver to the Administrative Agent an...

Page 223
... retained by Cahill or the Administrative Agent) associated with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents and (in the case of the Administrative Agent) any amendments, modifications or waivers...

Page 224
...as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the applicable Issuing...

Page 225
... consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. SECTION 10.06. No Waiver . No failure on the part of the Administrative Agent or...

Page 226
... thereof (relating to the amount of repayment or prepayment being allocated to another Class), change the application of prepayments as among or between Classes under Section 2.12 (it being understood that if additional classes of Term Loans or additional Loans under this Agreement consented to...

Page 227
... the Administrative Agent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and...

Page 228
... understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken...

Page 229
... own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any...

Page 230
... this Agreement to be duly executed as of the day and the year first written. BORROWER : DELTA AIR LINES, INC., a Delaware corporation By: /s/ Kenneth W. Morge Name: Kenneth W. Morge Title: Vice President & Treasurer GUARANTORS : DAL GLOBAL SERVICES, LLC, a Delaware limited liability company By...

Page 231
..., LLC, a Delaware limited liability company By: /s/ Jeffrey K. Warmann Name: Jeffrey K. Warmann Title: President MONROE ENERGY, LLC, a Delaware limited liability company By: /s/ Jeffrey K. Warmann Name: Jeffrey K. Warmann Title: Chief Executive Officer & President [Credit and Guaranty Agreement]

Page 232
SEGRAVE AVIATION, INC., a Minnesota corporation By: /s/ Kenneth W. Morge Name: Kenneth W. Morge Title: Vice President & Treasurer [Credit and Guaranty Agreement]

Page 233
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: /s/ Joshua G. James Name: Joshua G. James Title: Assistant Vice President [Credit and Guaranty Agreement]

Page 234
BARCLAYS BANK PLC, as Administrative Agent and as a Lender By: /s/ Diane Rolfe Name: Diane Rolfe Title: Director [Credit and Guaranty Agreement]

Page 235
MORGAN STANLEY SENIOR FUNDING, INC., as a Lender By: /s/ Henrik Z. Sandstrom Name: Henrik Z. Sandstrom Title: Authorized Signatory [Credit and Guaranty Agreement]

Page 236
JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Matthew H. Massie Name: Matthew H. Massie Title: Managing Director [Credit and Guaranty Agreement]

Page 237
CITIBANK, N.A., as a Lender By: /s/ Thomas Hollahan Name: Thomas Hollahan Title: Managing Director and Vice President [Credit and Guaranty Agreement]

Page 238
GOLDMAN SACHS BANK USA, as a Lender By: /s/ Robert Ehudin Name: Robert Ehudin Title: Authorized Signatory [Credit and Guaranty Agreement]

Page 239
BANK OF AMERICA, N.A., as a Lender By: /s/ William Pegler Name: William Pegler Title: Managing Director [Credit and Guaranty Agreement]

Page 240
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender By: /s/ Valerie Shapiro Name: Valerie Shapiro Title: Director By: /s/ Carin Keegan Name: Carin Keegan Title: Director [Credit and Guaranty Agreement]

Page 241
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Karl Studer Name: Karl Studer Title: Director By: /s/ Stephan Brechtbuehl Name: Stephan Brechtbuehl Title: Assistant Vice President [Credit and Guaranty Agreement]

Page 242
BNP PARIBAS, as a Lender By: /s/ Robert Papas Name: Robert Papas Title: Director, Transportation Group-Aviation Finance By: /s/ Olivier Trauchessec Name: Olivier Trauchessec Title: Managing Director, Head of Aviation Finance- Americas [Credit and Guaranty Agreement]

Page 243
UBS LOAN FINANCE LLC, as a Lender By: /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director By: /s/ David Urban Name: David Urban Title: Associate Director [Credit and Guaranty Agreement]

Page 244
EXHIBIT A EXECUTION VERSION PRIORITY LIEN SECURITY AGREEMENT Among DELTA AIR LINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee _____ Dated as of October 18, 2012 _____

Page 245
... Collateral Collateral Trustee Appointed Attorney-in-Fact Collateral Trustee May Perform The Collateral Trustee Events of Default, Remedies Application of Proceeds No Waiver; Discontinuance of Proceeding Indemnification Amendment, etc. Termination; Release i 4 4 4 5 7 8 9 9 10 10 12 13 13 14 15

Page 246
... of Indebtedness Governing Law Consent to Jurisdiction and Service of Process Security Interest Absolute Severability of Provisions Headings Execution in Counterparts Representations, Etc. Limited Obligations Construction of Schedule I Sample Pacific Route Slot Transfer Form Pacific Routes 15 18 19...

Page 247
... or otherwise modified from time to time, the " Collateral Trust Agreement "), by and among Delta, Barclays Bank PLC, as administrative agent under the Credit Agreement and the Collateral Trustee; WHEREAS, in order to induce Agents and Lenders to enter into the Credit Agreement and the other Loan...

Page 248
... Collateral is legally effective under applicable law); provided , however , that notwithstanding any other provision of this Agreement, the Credit Agreement or any other Senior Debt Document, this Agreement shall not constitute a grant of a security interest in any Pacific Route Gate Leaseholds or...

Page 249
... remain outstanding, such Pledgor shall not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction), or statements relating to the Collateral, except financing statements filed or to be filed...

Page 250
... conducts scheduled operations for direct non-stop flights to Asia using the Pacific Routes, other than JFK, is a slot-constrained airport. If any of the airports located in the United States of America at which such Pledgor conducts scheduled operations for direct non-stop flights to Asia using the...

Page 251
... limitations of applicable foreign law and (y) approval by the applicable Pacific Route Foreign Aviation Authority or Airport Authorities. (ix) All information set forth herein relating to the Collateral of such Pledgor is accurate in all material respects as of the date hereof. (x) This Agreement...

Page 252
... shall pay any applicable filing fees and other expenses related to the filing of such financing statements and amendments thereto. (ii) Compliance with Laws and Regulations . Each Pledgor shall promptly comply in all material respects with all laws, ordinances, orders, rules, regulations, and...

Page 253
... departments or agencies or authorities hereinbefore mentioned affecting the Collateral or such Pledgor's use thereof, a copy of which is served upon or received by such Pledgor, or otherwise brought to the attention of such Pledgor, by mailing within thirty (30) business days after such service...

Page 254
... time to time during such Event of Default: (i) Declare the entire right, title and interest of the Pledgors in and to the Collateral vested, subject to any binding and enforceable requirements imposed by Title 14, Title 49, other applicable law and the DOT (and, in the case of Pacific Route Gate...

Page 255
...except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Trustee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other...

Page 256
...time to time (substantially in the form of Exhibit A hereto) as a means to effectuate a transfer as contemplated herein, subject in each case to applicable law. (iv) In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Collateral Trustee in this Agreement...

Page 257
... " Indemnitees ") harmless from any and all liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all reasonable related costs, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the purposes of this Section 13...

Page 258
... thereof, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including, without limitation, latent or other defects...

Page 259
... but not limited to Section 4.1(a)(7) of the Collateral Trust Agreement. (d) At any time that the Pledgors desire that Collateral be released as provided in the foregoing Section 15(a), (b) or (c), it shall deliver to the Collateral Trustee a certificate signed by its chief financial officer or...

Page 260
... Authority " shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more...

Page 261
...occupy space in an airport terminal at which any Pledgor conducts scheduled operations for direct non-stop flights (or flights originating at airports that are central connection points through which any Pledgor coordinates flights utilizing the Pacific Routes) using the Pacific Routes to the extent...

Page 262
... from time to time paid or payable under or in connection with any of the Collateral. " Priority Lien Secured Parties " shall mean the holders of Priority Lien Obligations and the Priority Lien Representatives. " Requirements ' has the meaning provided in Section 6(ii) hereof. " Routes " shall...

Page 263
... cabled or sent by overnight courier, be effective on the third Business Day following deposit in the U.S. mails, certified, return receipt requested, when delivered to the telegraph company, cable company or on the day following delivery to an overnight courier, as the case may be, or sent by telex...

Page 264
... thereby in connection with this Agreement. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Collateral...

Page 265
... be permissible under the applicable law. Section 27. Construction of Schedule I . It is understood and agreed that the last two columns of Schedule I are intended to be descriptive of the Pacific Routes listed on such Schedule as of the date hereof and shall not be construed as limiting in any way...

Page 266
..., the Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. DELTA AIR LINES, INC. By: _____ Name: Kenneth W. Morge Title: Vice President & Treasurer [Signature Page to The Priority Lien Security Agreement]

Page 267
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: _____ Name: Joshua G. James Title: Assistant Vice President [Signature Page to The Priority Lien Security Agreement]

Page 268
... 5/1/09) Indefinite (Subject to continuing effect under APA; renewal filed 4/20/09) U.S. - China (named U.S. Certificate gateways to named points in China, via Japan) Route 378 Order 99-2-8 OST 97-3177 Detroit-Beijing added as Segment 2 Certificate Route 378 Order 2001-12-8 Docket OST-95-969...

Page 269
...Frequency Allocation (Tokyo-Guangzhou, Detroit-Beijing) U.S. - China Combination Frequency Allocation (Detroit-Beijing) Japan-Hong Kong 5 th Frequency Allocation None NOAT, 11/24/2010, OST- None 2010-0285 NOAT, 08/22/2012, OST- None 2010-0285 None Order 2009-1-8, OST-2008-0162 Freedom Combination

Page 270
... the slots listed on the attached Schedule A (attached hereto) to [NAME A]. The slots involved in the transaction are not used for international or essential air service, nor are they AIR-21 slot exemptions. This slot transfer is permanent. This letter serves as written evidence of Delta's and [NAME...

Page 271
EXHIBIT B EXECUTION VERSION COLLATERAL TRUST AGREEMENT dated as of October 18, 2012 among DELTA AIR LINES, INC., the other Grantors from time to time party hereto, BARCLAYS BANK PLC as Administrative Agent under the Credit Agreement, Each other Secured Debt Representative from time to time party ...

Page 272
...to Serve, File or Record SECTION 4.4 Release of Liens in Respect of Pari Passu Notes ARTICLE 5. IMMUNITIES OF THE COLLATERAL TRUSTEE SECTION 5.1 No Implied Duty SECTION 5.2 Appointment of Agents and Advisors SECTION 5.3 Other Agreements SECTION 5.4 Solicitation of Instructions SECTION 5.5 Limitation...

Page 273
... Following Discharge of Priority Lien Obligations SECTION 7.9 Entire Agreement SECTION 7.10 Compensation; Expenses SECTION 7.11 Indemnity SECTION 7.12 Severability SECTION 7.13 Headings SECTION 7.14 Obligations Secured SECTION 7.15 Governing Law SECTION 7.16 Consent to Jurisdiction SECTION 7.17...

Page 274
... and assigns, the " Administrative Agent " ), and the lenders party thereto. Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below. Delta and the other Grantors intend to secure the obligations under the Credit Agreement and any future Priority Lien...

Page 275
... amount then due and payable (including any termination payments then due) under such Hedge Agreement, under all Hedge Agreements relating to Priority Lien Obligations consisting of Hedging Obligations; provided that the "settlement amount" (or similar term) as of the last business day of the month...

Page 276
... then due and payable (including any termination payments then due) under such Hedge Agreement, under all Hedge Agreements relating to Junior Lien Obligations consisting of Hedging Obligations; provided that the "settlement amount" (or similar term) as of the last business day of the month preceding...

Page 277
... Authority " shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more...

Page 278
... from time to time and any successor statute. " Business Day " means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. " Capital Lease Obligation...

Page 279
... purchase agreements, indentures or similar agreements, whether secured or unsecured, in each case, with banks, insurance companies, financial institutions or other institutional lenders or investors providing for, or acting as initial purchasers of, revolving credit loans, term loans, receivables...

Page 280
... partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions). " Guarantor " means, with respect to any Priority Lien Obligations, each person who has Guaranteed payment of any Priority Lien...

Page 281
... designed to manage interest rates or interest rate risk; and (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices, but excluding clauses in purchase agreements and maintenance agreements...

Page 282
..., judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, including any of the foregoing relating to the use of proceeds of...

Page 283
... respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any agreement to give any financing statement under the UCC...

Page 284
...its obligations under, this Agreement and the other Security Documents. (b) (c) " Material Adverse Effect " shall mean a material adverse effect on (a) the business, operations or financial condition of Delta and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the...

Page 285
... fees, indemnifications, reimbursements, expenses and other liabilities, in each case payable under the documentation governing such Indebtedness. " Officer's Certificate " means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, delivered by Delta...

Page 286
... amount then due and payable (exclusive of expenses and similar payments but including any termination payments then due) under such Hedge Agreement, under all Hedge Agreements relating to Priority Lien Obligations consisting of Hedging Obligations, in each case that are secured, or intended to be...

Page 287
...representing obligations to pay amounts in respect of the Collateral and (iv) other amounts from time to time paid or payable under or in connection with any of the Collateral. "Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer...

Page 288
..." means any issuance, sale, lease, conveyance or other disposition of the capital stock of a Grantor other than (1) an issuance of Equity Interests by a Grantor to either of Delta or another Subsidiary of Delta, and (2) an issuance of directors' qualifying shares. " Secured Debt " means Priority...

Page 289
... or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders...

Page 290
... and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents. ARTICLE 2. THE TRUST ESTATES SECTION 2.1 Declaration of Senior Trust . To secure the payment of the Priority Lien...

Page 291
... not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of " Discharge of Priority Lien Obligations ") is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an...

Page 292
... and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of " Discharge of Priority Lien Obligations "), mutatis mutandis , is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether...

Page 293
...agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement) and neither the Junior Lien Representatives nor any holder of Junior Lien Obligations may authorize or direct... case would hinder, delay, limit or prohibit the lawful exercise or enforcement ...

Page 294
... any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against any Grantor in accordance with applicable law; provided that, each holder of Junior Lien Obligations and each Junior Lien...

Page 295
... a sale or other disposition of Collateral by, or on behalf of, the holders of Priority Lien Obligations. SECTION 2.6 Discretion in Enforcement of ...powers of a holder of shares of stock included in the Senior Trust Estate to the extent provided in the Security Documents; (4) the acceptance of...

Page 296
...the Priority Lien Obligations or any agreement under which the Priority Lien Obligations are outstanding including, without limitation increasing the principal amount thereof and/or the applicable margin or similar component of interest rate; (2) Obligations; (3) (4) SECTION 2.8 release the Priority...

Page 297
... Shared Equally and Ratably within Class . The parties to this Agreement agree that the payment and satisfaction of all of the Secured Debt Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured...

Page 298
... or method of attachment or perfection of any Liens securing any Junior Lien Obligations; (d) the time or order of filing of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (e) the time of taking possession or control over any Collateral; (f) that...

Page 299
... under any law governing relative priorities of Liens, all Junior Liens at any time granted by Delta or any Guarantor will be subject and subordinate to all Priority Liens securing Priority Lien Obligations. (b) This Section 2.12 is intended for the benefit of, and will be enforceable as a third...

Page 300
..., except: (a) as directed by an Act of Required Debtholders accompanied by an Officers' Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document; (b) as required by Article 4; (c) as ordered pursuant to applicable law under a final and...

Page 301
... order of application: FIRST, to the payment of all amounts due and payable under this Agreement on account of the Collateral Trustee's fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent...

Page 302
... Representatives for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are then due and payable in such order as may be provided in the applicable Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien...

Page 303
... obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by...

Page 304
... governmental office all relevant filings and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the Security Documents; (4) attaching as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by Delta, each...

Page 305
..., upon (A) payment in full and discharge of all outstanding Secured Debt and all other Secured Debt Obligations that are due and payable at the time all of the Secured Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt...

Page 306
... at any time receives: (1) an Officers' Certificate (a copy of which shall also be provided to each Secured Debt Representative) stating that (A) the signing officer has read Article 4 of this Agreement and understands the provisions and the definitions relating hereto, (B) such officer has made...

Page 307
... other Grantor to make any necessary filings, registrations and recordings to create, preserve, protect and perfect the security interests granted by such Grantor to the Collateral Trustee for the benefit of the applicable Priority Lien Secured Parties under the Security Documents in respect of the...

Page 308
...applicable law or any provision of this Agreement or the other Security Documents. SECTION 5.2 Appointment of Agents and Advisors . The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants...

Page 309
... Trustee as of the date of this Agreement and, as directed by an Act of Required Debtholders, the Collateral Trustee shall execute additional Security Documents delivered to it after the date of this Agreement; provided, however , that such additional Security Documents do not adversely affect the...

Page 310
... or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise 37

Page 311
... of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral 38

Page 312
...bank or trust company: (1) (2) (3) (4) authorized to exercise corporate trust powers; having a combined capital and surplus of at least $500,000,000; maintaining an office in New York, New York; and that is not a Secured Debt Representative. the Collateral Trustee may be removed at any time, with or...

Page 313
... Trustee pursuant to Section 6.3, provided that (i) without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to...

Page 314
... Debt Document in the case of a merger or consolidation or sale of all or substantially all of the assets of such Grantor to the extent permitted by the terms of the Credit Agreement and the other Secured Debt Documents, as applicable; (E) to make any change that would provide any additional rights...

Page 315
... 18, 2012, among Delta Air Lines, Inc., the Grantors from time to time party thereto, Barclays Bank PLC, as Administrative Agent under the Credit Agreement (as defined therein), each other Secured Debt Representative from time to time party thereto and Wilmington Trust, National Association, as...

Page 316
... Trustee holds, for the benefit of the holders of Secured Debt Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets that are acquired or otherwise become Collateral after the date of this Agreement), in each case, as contemplated by, and...

Page 317
...the creation and perfection of security interests relating to the Collateral. (d) Delta and the other Grantors will promptly deliver to the Collateral Trustee copies of any notices received from its insurers with respect to insurance programs required by the Terrorism Risk Insurance Act of 2002 (as...

Page 318
... of Delta and the other Grantors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Trustee, each Secured Debt Representative and each present and future holder of Secured Debt Obligations, each of whom will be entitled to enforce this Agreement as...

Page 319
.... 971 If to the Administrative Agent: Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Attention: Bank Debt Management Group Fax: (212) 526-5115 and, if to any other Secured Debt Representative, to such address as it may specify by written notice to the parties named above. Unless otherwise...

Page 320
... time; (2) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Security Document or any consent, amendment, waiver or other modification relating...

Page 321
... are secured by all Liens granted by the Security Documents. SECTION 7.15 Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF...

Page 322
... disputes that may be filed in any court and that relate to the subject matter of this Agreement and the other Security Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party to this Agreement acknowledges that this waiver...

Page 323
... to the same extent as if it had executed and delivered this Agreement as of the date hereof. Delta shall promptly provide each Secured Debt Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section 7.20; provided , however , that the failure to so...

Page 324
... to all of the rights, protections, immunities and indemnities set forth in the Credit Agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person will act as representative, in each case as if specifically set forth herein. In no event will any...

Page 325
..., the parties hereto have caused this Collateral Trust Agreement to be executed by their respective officers or representatives as of the day and year first above written. DELTA AIR LINES, INC. By: _____ Name: Kenneth W. Morge Title: Vice President & Treasurer [Signature Page to Collateral Trust...

Page 326
BARCLAYS BANK PLC, as Administrative Agent By: _____ Name: Diane Rolfe Title: Director [Signature Page to Collateral Trust Agreement]

Page 327
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: _____ Name: Joshua G. James Title: Assistant Vice President [Signature Page to Collateral Trust Agreement]

Page 328
... Trust Agreement") among Delta Air Lines, Inc. ("Delta"), the Grantors from time to time party thereto, Barclays Bank PLC, as Administrative Agent under the Credit Agreement (as defined therein) and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not...

Page 329
...caused this Additional Secured Debt Designation to be duly executed by the undersigned officer as of _____, 20____. [ insert name of borrower ] By: Name:_____ Title:_____ Acknowledgement of Receipt The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby...

Page 330
... Trust Agreement") among Delta Air Lines, Inc. ("Delta"), the Grantors from time to time party thereto, Barclays Bank PLC, as Administrative Agent under the Credit Agreement (as defined therein) and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not...

Page 331
... Trust Agreement") among Delta Air Lines, Inc. ("Delta"), the Grantors from time to time party thereto, Barclays Bank PLC, as Administrative Agent under the Credit Agreement (as defined therein) and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not...

Page 332
... of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. 3. Governing Law and Miscellaneous Provisions . The provisions...

Page 333
... Trust Agreement") among Delta Air Lines, Inc. ("Delta"), the Grantors from time to time party thereto, Barclays Bank PLC, as Administrative Agent under the Credit Agreement (as defined therein) and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not...

Page 334
...with applicable regulations, rules, law, foreign law and contracts in order to preserve [ its ] [ their ] respective rights in and to use each of the Pacific Routes, Pacific Route FAA Slots and Pacific Route Foreign Slots. IN WITNESS WHEREOF, I execute this Certificate this ____ day of , . By: Name...

Page 335
... ] (the " Company ") for the benefit of the Secured Parties (as such term is defined in that certain Credit and Guaranty Agreement, dated as of October 18, 2012, the " Secured Parties ") (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time in...

Page 336
...equity or at law. (b) The Company has delivered to the Administrative Agent any and all schedules and documents required as [(i)] a Guarantor under the Credit Agreement, [and (ii) a Grantor under each Company Security Document] . SECTION 3. Binding Effect . This Assumption Agreement shall be binding...

Page 337
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered by its duly authorized officer as of the date first above written. [ NAME OF COMPANY ] By: Name: Title: Signature Page to Assumption Agreement

Page 338
ACKNOWLEDGED AND AGREED: BARCLAYS BANK PLC, as Administrative Agent By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: Signature Page to Assumption Agreement

Page 339
... Administrative Agent "), Wilmington Trust, National Association, as Collateral Trustee thereunder and the financial institutions party thereto as lenders (the " Lenders "). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement...

Page 340
... the Administrative Agent in which the Assignee has designated one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or their respective securities) will be made available and who may receive...

Page 341
... caused this Assignment and Acceptance to be executed by their respective duly authorized officers on Schedule I hereto. CONSENTED TO AND ACCEPTED : BARCLAYS BANK PLC, as Administrative Agent By: Name: Title: [DELTA AIR LINES, INC.] 2 as Borrower By: Name: Title:] _____ 2 Only if Borrower consent...

Page 342
CONSENTED TO AND ACCEPTED : as Assignor By: Name: Title:

Page 343
CONSENTED TO AND ACCEPTED : as Assignor By: Name: Title:

Page 344
... respect to that certain Credit and Guaranty Agreement, dated as of October 18, 2012, among Delta Air Lines, Inc., the Guarantors named therein, the Lenders named therein, Barclays Bank PLC, as Administrative Agent, and the other parties thereto. Legal Name of Assignor: Legal Name of Assignee: [and...

Page 345
... Bank PLC, as Administrative Agent 1301 Avenue of Americas, 9th Floor New York, NY 10019 Attention: Sookie Siew Facsimile: [email protected]@barclays.com Telephone: (212) 320-7205 Email: [email protected] Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty...

Page 346
This Prepayment Notice and prepayment contemplated hereby comply with the Agreement, including Section 2.13(a) of the Agreement. DELTA AIR LINES, INC. By: _____ Name: Title:

Page 347
Schedule 1.01(a) IMMATERIAL SUBSIDIARIES Aero Assurance Ltd. Delta Private Jets, Inc. Delta Sky Club, Inc. NW Red Baron LLC Montana Enterprises, Inc.

Page 348
... 5/1/09) Indefinite (Subject to continuing effect under APA; renewal filed 4/20/09) None U.S. - China (named Certificate U.S. gateways to named points in China, via Japan) Route 378 Order 99-2-8 OST 97-3177 Detroit-Beijing added as Segment 2 Certificate Route 378 Order 2001-12-8 Docket OST-95...

Page 349
... DOT/CAB Order Order 2004-7-23, OST-2004-18469 Order 2007-12-26, OST-2007-28567 NOAT, 11/24/2010, OST-2010-0285 Current Expiration Date None Frequency Allocation None Frequency Allocation None Frequency Allocation NOAT, 08/22/2012, OST-2010-0285 Order 2009-1-8, OST-2008-0162 None Frequency...

Page 350
... Air Lines, Inc. and Pan American World Airways - Unterstutzungskasse GMBH Delta Air Lines Private Limited Delta Sky Club, Inc. Epsilon Trading, LLC MLT Inc. Monroe Energy, LLC MIPC, LLC Montana Enterprises, Inc. Tomisato Shoji Kabushiki Kaisha New Sky, Ltd. Northwest Airlines, LLC NW Red Baron LLC...

Page 351
Schedule 3.10 PACIFIC ROUTE FAA SLOTS None.

Page 352
Schedule 3.14 ERISA None.

Page 353
... Comair, Inc. Epsilon Trading, Inc. Monroe Energy, LLC Regional Elite Airlines Services, LLC Loan from: Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Balance Outstanding as of Maximum Internal 10/16/2012 Credit Limit $ 50,000,000 $ 50,000,000 0 300,000,000...

Page 354
... Facility due 2016 2 US Bank Revolving Credit Facility due 2015 2 Pass-Through Trust Certificates and Enhanced Equipment Trust Certificates Aircraft Financings Other Secured Financings Unsecured Debt American Express Agreement Clayton County Bonds Other Unsecured Debt Capital Lease Obligations Off...

Page 355
Letters of Credit TOTAL AGGREGATE COVERAGE (USD EQUIVALENT) ENTITY PROVIDER EXPIRATION OR RENEWAL DATE IDENTIFICATION NUMBER Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines,...

Page 356

Page 357
...2009 6/25/2013 10/10/27230 7/23/2013 12/13/2012 8/22/2013 9/2/2013 9/15/2013 9/15/2013 9/30/2013 9/30/2013 10/20/2013 10/31/2013 11/2/2013 11/11/2013 11/20/2013 11/26/2013 12/10/2012 12/15/2012 12/15/2012 12/15/2012 12/18/2012 12/19/2012 12/23/2012 12/31/2012 1/1/2013 1/1/2013 1/5/2013 1/14/2013....80 ...

Page 358
Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. Citibank Citibank Citibank 3/31/2013 63,654,005 3/31/2013 63,654,003 3/31/2013 63,661,213 1,000.00 1,000.00 3,425.00

Page 359
....00 2,095,392.43 9/23/2013 LM.09/08.1859 12/23/2012 7/31/2013 5/9/2013 5/16/2013 5/16/2013 6/11/2013 8/24/2013 9/3/2013 9/9/2013 9/21/2013 9/26/2013 9/26/2013 10/5/2013 10/5/2013 10/14/2013 10/20/2013 10/23/2013 10/25/2013 11/10/2012 11/24/2012 11/25/2012 11/28/2012 LM.09/09.2840 G10515000845 TPTS...

Page 360
Delta Air Lines, Inc. Delta Air Lines, Inc. JPMorgan Chase Bank JPMorgan Chase Bank 11/30/2012 TPTS-260031 11/30/2012 TPTS-523239 230,000.00 5,000.00

Page 361
...2012 12/10/2012 12/27/2012 2/14/2013 2/28/2013 3/12/2013 3/22/2013 3/27/2013 4/1/2013 4/9/2013 4/24/2013 4/26/2013 4/26/2013 7/31/2013 12/31/2012 10/7/2013 10/8/2013 10/30/2013 11/3/2013 11/3/2013 11/3/2013 11/4/2013 11/5/2013 11/5/2013 11/7/2013 11/12/2013 11/15/2013 11/29/2013 11/30/2013 12/1/2012...

Page 362
Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. US Bank N.A. US Bank N.A. US Bank N.A. 2/24/2013 SLCMMSP05901 3/8/2013 SLCMMSP06521 3/13/2013 SLCMMSP01934 10,133,942.80 4,500.00 100,000.00

Page 363
... 3/21/2013 3/21/2013 3/30/2013 4/1/2013 4/4/2013 4/4/2013 4/5/2013 4/6/2013 4/7/2013 4/8/2013 4/9/2013 4/14/2013 4/15/2013 4/15/2013 4/15/2013 4/26/2013 4/29/2013 4/29/2013 4/29/2013 4/29/2013 4/29/2013 4/29/2013 4/30/2013 5/1/2013 5/3/2013 5/7/2013 5/10/2013 5/10/2013 5/10/2013 5/10/2013 5/13/2013...

Page 364
Delta Air Lines, Inc. Delta Air Lines, Inc. Delta Air Lines, Inc. US Bank N.A. US Bank N.A. US Bank N.A. 5/23/2013 SLCMMSP06046 5/23/2013 SLCMMSP06047 5/23/2013 SLCMMSP06048 1,784.71 2,823.29 1,248.53

Page 365
...31/2013 6/30/2013 6/30/2013 7/2/2013 7/2/2013 7/2/2013 7/13/2013 7/14/2013 7/18/2013 7/19/2013 7/21/2013 8/5/2013 8/7/2013 9/12/2013 9/14/2013 8/17/2013 8/23/2013 9/26/2013 8/31/2013 12/18/2012 12/31/2012 1/6/2013 5/4/2013 5/4/2013 5/4/2013 5/12/2013 5/23/2013 5/23/2013 7/3/2013 7/10/2013 7/12/2013...

Page 366

Page 367
...31/2012 7/31/2012 5/1/2013 5/31/2013 10/14/2012 11/30/2012 5/2/2013 5/2/2013 11/17/2012 5/21/2013 3/23/2013 7/29/2012 8/18/2012 6/16/2013 6/30/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 4/21/2013 9/23/2012 12/31/2012 11/20/2012 11/3/2012 11/3/2012 9/7/2012 11/20/2012 Bond Number 16...

Page 368
6/17/2013 148,291 5/5/2013 16,002,554 1,000,000.00 Berkley Regional Insurance Company 100,000.00 Liberty Mutual Insurance Company

Page 369
.../20/2012 11/20/2012 11/20/2012 6/30/2012 10/30/2012 11/20/2012 11/9/2012 12/31/2008 12/31/2012 5/2/2012 5/2/2012 5/24/2013 6/3/2013 4/4/2013 3/15/2013 7/1/2013 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 12/31/2012 2/3/2013 12/31/2012 12/31/2012 11/30/2012...

Page 370
4/21/2013 100,407,013 4/28/2013 100,414,003 3/17/2013 110,209,004 200,000.00 Westchester Fire Insurance Company 100,000.00 Westchester Fire Insurance Company 100,000.00 Westchester Fire Insurance Company

Page 371
...31/2012 9/2/2012 3/23/2013 3/17/2013 3/26/2013 6/30/2013 1/1/2013 8/31/2012 9/30/2012 9/30/2012 9/30/2012 9/30/2012 9/23/2012 12/1/2012 10/6/2012 10/6/2012 10/6/2012 10/6/2012 12/31/2012 1/31/2013 12/31/2012 2/22/2013 7/8/2012 12/31/2013 3/31/2013 6/23/2013 8/24/2012 9/14/2012 9/26/2012 9/29/2012 10...

Page 372
1/1/2009 16,033,010 7/13/2009 16,033,011 3/1/2009 16,033,014 2,555.00 Liberty Mutual Insurance Company 24,249.40 Liberty Mutual Insurance Company 3,786.60 Liberty Mutual Insurance Company

Page 373
...1/19/2007 12/31/2008 6/18/2010 6/18/2008 6/18/2009 12/31/2009 12/31/2009 12/31/2009 10/27/2010 8/31/2012 12/31/2011 12/31/2011 12/31/2011 12/31/2011 12/31/2011 11/24/2012 6/30/2013 12/2/2012 2/19/2013 4/30/2013 5/31/2013 7/13/2013 10/1/2012 11/20/2012 11/20/2012 4/4/2013 4/4/2013 12/29/2012 7/1/2012...

Page 374

Page 375
Schedule 6.08 TRANSACTIONS WITH AFFILIATES None.

Page 376
...Incentive Program (the " 2013 LTIP ") is a long term incentive program sponsored by Delta Air Lines, Inc. (" Delta " or the " Company ") that is intended to closely: (a) link pay and performance by providing management employees with a compensation opportunity based on Delta's achieving key business...

Page 377
...that is subject to the Restrictions at the time of a Participant's Termination of _____ 1 The number of Shares subject to each RS Installment will be equal to the total number of Shares subject to the Restricted Stock Award divided by three; provided , that if this formula results in any fractional...

Page 378
...whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of the 2013 LTIP, the Participant's employment shall be considered to have been terminated by the Company for Cause. (vi) Change in Control . Notwithstanding the forgoing...

Page 379
...(A) the Average Annual Operating Income Margin during the Performance Period of the Company relative to the Composite Performance of the members of the Industry Composite Group; (B) Customer Service Performance during the Performance Period of the Company; and (C) Return on Invested Capital for each...

Page 380
... in publicly available filings with the SEC; and (iv) expenses with respect to any annual broad-based employee profit sharing plan, program or similar arrangement. " Total Operating Revenue " means, subject to Section 4(b)(v)(B) below, the subject company's total operating revenue for the applicable...

Page 381
... Committee. Company management will periodically report to the Company's Board of Directors regarding Delta's NPS. (D) Return on Invested Capital. (1) The " Return on Invested Capital " for Delta shall be calculated by using Delta's Adjusted Total Operating Income and Average Invested Capital for...

Page 382
... or losses as of December 31, 2012 associated with (1) the cumulative pension and other post-employment retirement benefits net balance recorded in AOCI; (2) the derivative contracts and associated items net balance recorded in AOCI; and (3) the deferred tax asset valuation allowance balance and...

Page 383
... results meet or exceed Threshold level with respect to Average Annual Operating Income Margin, Customer Service Performance and/or Return on Invested Capital, as applicable and as described below. For purposes of Average Annual Operating Income Margin, the Company's performance is compared against...

Page 384
... Return on Invested Capital. The payment, if any, a Participant will receive in connection with the vesting of the portion of the Performance Award attributable to Average Annual Operating Income Margin and Customer Service Performance will be based on the following: + Average Annual Operating...

Page 385
... of 2015, in which case such payment shall be made as soon as administratively practicable after March 15, 2016. (vii) Accelerated Vesting/Forfeiture upon Termination of Employment-Excluding Return on Invested Capital) . The portion of the Performance Awards attributable to Average Annual Operating...

Page 386
... a Participant's Termination of Employment due to death or Disability, the portion of the Participant's Performance Award attributable to Average Annual Operating Income Margin and Customer Service Performance will immediately become vested at the target level and such amount will be paid in cash as...

Page 387
... for Good Reason (including the Termination of Employment of the Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Participant will be eligible to receive: (1) payment of any Earned Awards in cash, which Earned Awards will...

Page 388
... to Return on Invested Capital, including any Earned Awards, as of the date of such Termination of Employment. (F) Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for Retirement is, or would be, terminated by the Company...

Page 389
...RSU Installment ") and (C) February 1, 2015 (" Third RSU Installment "). 5 As soon as practicable after any RSUs become vested, the Company shall pay to Participant in cash a lump sum amount equal to the number of RSUs vesting multiplied by the closing price of a Share of Common Stock on the NYSE on...

Page 390
... whether the Participant is considered a retiree for purposes of any other program, plan or policy of the Company, for purposes of this Agreement, the Participant's employment shall be considered to have been terminated by the Company for Cause. (vi) Change in Control . Notwithstanding the foregoing...

Page 391
... such Change in Control, any unvested portion of the RSUs will immediately vest as of the date of such Termination of Employment. (d) Stock Option (i) Award Grant . A Participant may receive a Non-Qualified Stock Option covering the number of Shares as specified in the Participant's Award Agreement...

Page 392
..., without limitation, under the Transition Award Program; and (iii) any retention payment or special travel benefits provided to a Participant as a result of his or her initial employment with Delta or any Affiliate. (b) For purposes of the 2013 LTIP, " Retirement " means a Termination of Employment...

Page 393
... Plan (the " MIP ") is an annual incentive program sponsored by Delta Air Lines, Inc. (" Delta " or the " Company ") that is intended to closely: (a) link pay and performance by providing management employees with a compensation opportunity based on Delta's achieving key business plan goals in 2013...

Page 394
... annual base salary as in effect on December 31, 2013. 5. Weighting of Performance Measures. Subject to Section 8 below, a percentage of each Participant's Target MIP Award is allocated to one or more of Financial Performance, Operational Performance, Revenue Performance, Leadership Effectiveness...

Page 395
... Financial, Operational, Revenue, Leadership Effectiveness, and Individual Performance, are based on the achievement of the target performance level with respect to each applicable performance measure (except that Financial Performance also requires a payout under the Profit Sharing Program for 2013...

Page 396
... the United States and as reported in the Company's public securities filings but excluding: (a) all asset write downs related to long term assets, (b) gains or losses with respect to employee equity securities, (c) gains or losses with respect to extraordinary, one-time or non-recurring events, and...

Page 397
...Available Seat Miles of all members of the Industry Group. " Total Operating Revenue " means, for Delta and each member of the Industry Group, the applicable company's total operating revenue for a calendar year based on its regularly prepared and publicly available statements of operations prepared...

Page 398
... Total Operating Revenue divided by Available Seat Miles. (d) Leadership Effectiveness Performance Measure . The Leadership Effectiveness Performance measure (applicable to Participants who are Vice Presidents or Senior Vice Presidents (other than any Executive Officer Participants) for 2013 will...

Page 399
...number of shares of Restricted Stock being equal to the result of the following formula (" MIP Restricted Stock "): A Ã· B, where 2 : A = the amount of the payout to the Executive Officer Participant under the MIP had the payout been made in cash; and B = the closing price of a Share on the New York...

Page 400
... 2007 Plan. In the event any Executive Officer Participant's MIP Award is converted to MIP Restricted Stock, such Participant will receive a written notice of such conversion with the details thereof as soon as practicable after the MIP Payment Date. 8. Change in Employment Status. (a) Termination...

Page 401
... to benefits under the Delta Air Lines, Inc. 2009 Officer and Director Severance Plan (the " Severance Plan "). Subject to the Participant's execution of a waiver and release of claims in a form and manner satisfactory to the Company, such Participant will be eligible to receive a MIP Award based...

Page 402
...individual who becomes employed by Delta as a grade 8 or any more senior MIP-eligible position during 2013 but after January 1, 2013, such individual will be a Participant in the MIP and will be eligible to receive an award under the MIP for 2013; provided, that such Participant's Annual Base Salary...

Page 403
... contrary in this Section 9, any MIP payment received in connection with a Termination of Employment shall not be considered earnings under any benefit plan or program sponsored by Delta. 10. Effective Date. The MIP will become effective as of January 1, 2013; provided however, if on or before the...

Page 404
... the Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other remedies that may be available to Delta under applicable law, including, disciplinary action up to and including termination of employment. 12

Page 405
...source of reported metrics used to calculate performance will be each Delta Connection carrier's data which flows into Delta's data warehouse. B. All domestic and international Delta Connection carrier system operations subject to capacity purchase agreements and/or revenue proration agreements will...

Page 406
... TAP is being adopted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the " 2007 Performance Plan "). It is subject to the terms of the 2007 Performance Plan and a Participant's TAP Award Agreement (" Award Agreement "). Capitalized terms that are used but not defined in the TAP...

Page 407
... of the 2007 Performance Plan and the TAP, with respect to each Participant who is employed by the Company as an executive vice president or more senior officer or holds the position of general counsel or chief financial officer of the Company (an " Executive Officer Participant ") on the Grant Date...

Page 408
...Participant who is eligible for Retirement is terminated by the Company for Cause, then regardless of whether the Participant is considered as a retiree for purposes of any other program, plan or policy of the Company, for purposes of the TAP, the Participant's employment shall be considered to have...

Page 409
...(A) the Average Annual Operating Income Margin during the Performance Period of the Company relative to the Composite Performance of the members of the Industry Composite Group; (B) Customer Service Performance during the Performance Period of the Company; and (C) Return on Invested Capital for each...

Page 410
... The " Customer Service Performance " has the meaning given such term in the 2013 LTIP. Return on Invested Capital . The " Return on Invested Capital " for Delta shall be calculated by using Delta's Adjusted Total Operating Income and Average Invested Capital for each individual calendar year during...

Page 411
... accounting-related adjustments. (E) Vesting/Performance Measures-Excluding Return on Invested Capital. The payment, if any, a Participant will receive in connection with the vesting of the portion of the Performance Award attributable to Average Annual Operating Income Margin and Customer Service...

Page 412
Average Annual Operating Income Margin % of Target Earned x Weight 33.0% above Composite Performance Composite Performance 33.0% below Composite Performance 200% x50% + Customer Service Performance--Domestic % of Target Earned x Weight +3.0% points or higher +1.5% points +0% points 50% x 15% 200% ...

Page 413
..., in which case such payment shall be made as soon as administratively practicable after March 15, 2015. (vii) Accelerated Vesting/Forfeiture upon Termination of Employment-Excluding Return on Invested Capital) . The portion of the Performance Awards attributable to Average Annual Operating Income...

Page 414
...Average Annual Operating Income Margin and Customer Service Performance as of the Grant Date; and T = the number of calendar months from January 1, 2013 to the date of such Termination of Employment (rounded up for any partial month). Thereafter, the Participant will be eligible to receive a payment...

Page 415
...the Termination of Employment of the Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Participant will be eligible to receive: (1) payment of any Earned Award in cash, which Earned Award will vest and become payable under...

Page 416
... to Return on Invested Capital, including any Earned Awards, as of the date of such Termination of Employment. (F) Retirement-Eligible Participants Who Incur a Termination of Employment for Other Reasons. If a Participant who is eligible for Retirement is, or would be, terminated by the Company...

Page 417
... internal clawback policy, as it may be amended from time to time, if the Committee determines that a vice president or more senior officer level Participant has engaged in fraud or misconduct that caused, in whole or in part, the need for a required restatement of Delta's financial statements filed...

Page 418
...under the TAP constitutes non excepted deferred compensation under Section 409A and the Participant is at the time of his termination of employment considered to be a "specified employee" pursuant to the Company's policy for determining such employees, the payment of any such non excepted amount and...

Page 419
Exhibit 12.1 Delta Air Lines, Inc. Computation of Ratio of Earnings to Fixed Charges Year Ended December 31, (in millions, except for ratio data) 2012 2011 2010 2009 2008 Earnings (loss) before income taxes Add (deduct): Fixed charges from below Capitalized interest Earnings (loss) as adjusted $ ...

Page 420
... Delta Air Lines and Pan American World Airways -Unterstutzungskasse GMBH Delta Air Lines Dublin Limited Delta Air Lines Private Limited Delta Private Jets, Inc. Delta Sky Club, Inc. Epsilon Trading, LLC MIPC, LLC MLT Inc. Monroe Energy, LLC Montana Enterprises, Inc. New Sky, Ltd. Northwest Airlines...

Page 421
... 12, 2013 , with respect to the consolidated financial statements of Delta Air Lines, Inc., and the effectiveness of internal control over financial reporting of Delta Air Lines, Inc. included in this Annual Report (Form 10-K) of Delta Air Lines, Inc. for the year ended December 31, 2012 . /s/ Ernst...

Page 422
... report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting. /s/ Richard H. Anderson Richard H. Anderson Chief Executive Officer 3. 4. 5. February 12, 2013

Page 423
...information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Delta's internal control over financial reporting. /s/ Paul A. Jacobson Paul A. Jacobson Senior Vice President and Chief Financial Officer 3. 4. 5. February 12, 2013

Page 424
... Securities and Exchange Commission of the annual report on Form 10-K of Delta Air Lines, Inc. ("Delta") for the fiscal year ended December 31, 2012 (the "Report"). Each of the undersigned, the Chief Executive Officer and the Senior Vice President and Chief Financial Officer, respectively, of Delta...

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