Delta Airlines 2012 Annual Report Download - page 339

EXHIBIT E
to Credit and Guaranty Agreement
FORM OF ASSIGNMENT AND ACCEPTANCE
Dated: ____________ __, 200_
Reference is made to that certain Credit and Guaranty Agreement, dated as of October 18, 2012 (as amended,
amended and restated, supplemented or otherwise modified, renewed or replaced from time to time in accordance with its
terms, the “ Credit Agreement ”), among Delta Air Lines, Inc., as borrower (the “ Borrower ”),
the direct and indirect
domestic subsidiaries of the Borrower party thereto (the “ Guarantors ”),
Barclays Bank PLC, as Administrative Agent
thereunder (in such capacity, the “ 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. This Assignment and
Acceptance between the Assignor (as set forth on Schedule I hereto and made a part hereof, the “ Assignor ”)
and the
Assignee (as set forth on Schedule I hereto and made a part hereof, the “ Assignee ”)
is dated as of the Effective Date (as set
forth on Schedule I hereto and made a part hereof).
1.
The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and
the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date, an undivided interest (the “ Assigned Interest ”)
in and to all the Assignor's rights and obligations under the
Credit Agreement with respect to (a) the Revolving Commitment (if applicable) of and the outstanding Loans, if any, owing
to the Assignor on the Effective Date set forth on Schedule I (collectively, the “ Commitments ”),
and (b) the Assignor's LC
Exposure, if any, on the Effective Date.
2.
The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or any other of the Loan
Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement,
any other of the Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any
adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition
of the Borrower, or the performance or observance by the Borrower of any of its obligations under the Credit Agreement,
any of the other Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) requests that the
Administrative Agent evidence the Assigned Interest by recording the information contained on Schedule I
in the Register
which reflects the assignment being made hereby (and after giving effect to any other assignments which have become
effective on the Effective Date).
3.
The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and
Acceptance and that it is an Eligible Assignee; (ii) confirms that it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and
information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without
reliance upon the Agents, the Assignor or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement;
(iv) appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under the
Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms