Delta Airlines 2006 Annual Report Download - page 135

This AMENDED AND RESTATED SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT (this
“Agreement”), dated as of March 27, 2006, among DELTA AIR LINES, INC., a Delaware corporation, as a debtor and debtor in possession under chapter 11
of the Bankruptcy Code (as defined below) (“Borrower”); the other Credit Parties signatory hereto, each as a debtor and debtor in possessionunder chapter 11
of the Bankruptcy Code; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as
Lender, and as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”); and the other Lenders signatory
hereto from time to time, amends and restates the Existing Credit Agreement (as defined below).
RECITALS
WHEREAS, on September 14, 2005, (the “Petition Date”), Borrower and each of the other Credit Parties filed voluntary petitions for
relief (collectively, the “Cases”) under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York
(the “Bankruptcy Court”); and
WHEREAS, Borrower and the other Credit Parties are continuing to operate their respective businesses and manage their respective
properties as debtors and debtors in possession under sections 1107 and 1108 of the Bankruptcy Code; and
WHEREAS, the Borrower, the other Credit Parties signatory thereto, GE Capital, as administrative agent and collateral agent for the
lenders, and the other lenders signatory thereto are parties to the Secured Super-Priority Debtor in Possession Credit Agreement, dated as of September 16,
2005 as amended on October 7, 2005 pursuant to Amendment No. 1 thereto (as amended, modified or supplemented prior to the date hereof, the “Existing
Credit Agreement”);
WHEREAS, (a) this Agreement, on the terms and subject to the conditions set forth herein, shall amend and restate the Existing Credit
Agreement in its entirety as of the Effective Date, (b) this Agreement shall not constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities and (c) from and after the Effective Date, the Existing Credit
Agreement shall be of no further force or effect, except to evidence the Obligations (as defined therein) incurred, the representations and warranties made and
the actions or omissions performed or required to be performed thereunder prior to the Effective Date; and
WHEREAS, capitalized terms used in this Agreement shall have the meanings ascribed to them in Annex Aand, for purposes of this
Agreement and the other Loan Documents, the rules of construction set forth in Annex A shall govern. All Annexes, Schedules, Exhibits and other
attachments (collectively, “Appendices”) hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this
Agreement, shall constitute but a single agreement. These Recitals shall be construed as part of the Agreement.