Delta Airlines 2012 Annual Report Download - page 188

(h) Repayment of Existing Indebtedness and Termination of Existing Liens . Upon the making of the initial
Loans or the issuance of the initial Letters of Credit (and after giving effect to the application of the proceeds thereof), all obligations
under the Existing Credit Facilities shall have been paid in full (other than obligations that by the terms of the Existing Credit Facilities
are expressly stated to survive termination thereof) and all commitments to extend credit thereunder shall have been terminated, and the
liens securing the loans and other obligations thereunder shall have been terminated and released, in each case in a manner reasonably
satisfactory to the Administrative Agent. The Liens securing the obligations under the Existing Secured Notes shall have been
terminated and released in a manner reasonably satisfactory to the Administrative Agent. All other Liens (if any) on Pacific Routes,
Pacific Route Slots, and Pacific Route Gate Leaseholds of the Borrower and the Guarantors (other than Liens permitted under Section
6.01), including, without limitation, Liens securing (x) obligations under existing credit facilities of the Borrower and its Subsidiaries,
(y) any other indebtedness for borrowed money of the Borrower and its Subsidiaries, or (z) 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
released, in each case in a manner reasonably satisfactory to the Administrative Agent.
(i) Consents . All material governmental and third party consents and approvals necessary in connection with
the financing contemplated hereby shall have been obtained, in form and substance reasonably satisfactory to the Administrative Agent,
and be in full force and effect.
(j) Financial Statements . The Lenders shall have received (i) audited consolidated financial statements of the
Borrower and its Subsidiaries for the three most recent fiscal years ended prior to the Closing Date, (ii) unaudited interim consolidated
financial statements of the Borrower and its Subsidiaries for each quarterly period ended subsequent to the date of the latest financial
statements delivered pursuant to clause (i) of this Section 4.01(j) and 60 days or more prior to the Closing Date, and (iii) the Business
Plan. Documents required to be delivered pursuant to clauses (i) and (ii) hereof which are made available via EDGAR, or any successor
system of the SEC, in the Borrower's Annual Report on Form 10-K or Quarterly Report on Form 10-
Q, shall be deemed delivered to the
Lenders on the date such documents are made so available; provided that, upon request, the Borrower shall deliver paper copies of such
documents to the Administrative Agent.
(k) Representations and Warranties . All representations and warranties of the Borrower and the Guarantors
contained in this Agreement and the other Loan Documents executed and delivered on the Closing Date shall be true and correct in all
material respects on and as of the Closing Date, before and after giving effect to the Closing Date Transactions, as though made on and
as of such date (except to the extent any such representation or warranty by its terms is made as of a different specified date, in which
event such representation or warranty shall be true and correct in all material respects as of such specified date); provided that any
representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and
correct in all respects, as though made on and as of the applicable date, before and after giving effect to the Closing Date Transactions.
(l) No Event of Default . Before and after giving effect to the Closing Date Transactions, no Event of Default
or event which, with the giving of notice or passage of time or both, would be an Event of Default shall have occurred and be
continuing on the Closing Date.
(m) Collateral Trust Agreement . The Borrower, the Guarantors, the Administrative Agent and the Collateral
Trustee shall have executed the Collateral Trust Agreement.
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