Delta Airlines 2012 Annual Report Download - page 118

CREDIT AND GUARANTY AGREEMENT
Dated as of October 18, 2012
CREDIT AND GUARANTY AGREEMENT, dated as of October 18, 2012, among DELTA AIR LINES, INC., a
Delaware corporation (the “ Borrower ”), the direct and indirect Domestic Subsidiaries of the Borrower from time to time party hereto
(each, a “ Guarantor ,” and, collectively, the “ Guarantors ”), each of the Lenders from time to time party hereto, BARCLAYS BANK
PLC (“ Barclays ”), as administrative agent for the Lenders (together with its permitted successors in such capacity, the “
Administrative Agent ”), Wilmington Trust, National Association, as collateral trustee for the Secured Parties (together with its
permitted successors in such capacity, the “ Collateral Trustee ”), BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and UBS
SECURITIES LLC, as joint lead arrangers, BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., MERRILL LYNCH,
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 (in such capacities, the “ Arrangers ”),
DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC, as co-syndication agents (in such capacities, the “ Syndication
Agents ”), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC.,
as co-documentation agents (in such capacities, the “ Documentation Agents ”).
INTRODUCTORY STATEMENT
The Borrower has applied to the Lenders for a loan facility of up to $1,950,000,000 comprised of (a) a revolving credit
and revolving letter of credit facility in an aggregate principal amount not to exceed $450,000,000 as set forth herein, (b) a term loan B-
1 facility in an aggregate principal amount of $1,100,000,000 as set forth herein and (c) a term loan B-2 facility in an aggregate
principal amount of $400,000,000 as set forth herein, all of the Borrower's obligations under each of which are to be guaranteed by the
Guarantors.
The proceeds of the Loans and 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 and security for the repayment of the Loans, the reimbursement of any draft drawn under a
Letter of Credit and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan
Documents, the Borrower and the Guarantors will, among other things, provide to the Administrative Agent, the Collateral Trustee and
the Lenders the following (each as more fully described herein):
(a)
a guaranty from each of the Guarantors of the due and punctual payment and performance of the Obligations of
the Borrower pursuant to Section 9 hereof; and
(b)
a security interest in the Collateral from the Borrower and each other Grantor (if any) pursuant to the Collateral
Documents.
Accordingly, the parties hereto hereby agree as follows: