PARTICIPATION AGREEMENT ([Reg. No.]) Dated as of __________, 20071 among DELTA AIR LINES, INC., U.S. BANK TRUST NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements U.S. BANK TRUST NATIONAL ASSOCIATION, as...Participation Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of __________, 20072, is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as trustee (in such capacity together with any successor or other trustee in such capacity, “Pass Through Trustee”) under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into October 11, 2007, among Delta Air Lines, Inc., a Delaware corporation (the “Company”), U.S. Bank Trust National Association, as Trustee (as defined below), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and Merrill Lynch, in their capacity as representatives (“Representatives”) of the several initial purchasers (together with the Representatives, the “Initial Purchasers”)).
ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of October 11, 2007 among as Escrow Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC BARCLAYS CAPITAL INC. CALYON SECURITIES (USA) INC. GOLDMAN, SACHS &...Escrow and Paying Agent Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of October 11, 2007 (as amended, modified or supplemented from time to time, this “Agreement”) among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL INC., CALYON SECURITIES (USA) INC., GOLDMAN, SACHS & CO., and UBS SECURITIES LLC, as Initial Purchasers of the Certificates referred to below (the “Initial Purchasers” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Purchase Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the
REVOLVING CREDIT AGREEMENT (2007-1B) Dated as of October 11, 2007 between U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as agent and trustee for the trustee of Delta Air Lines Pass Through Trust 2007-1B, as Borrower and LANDESBANK...Revolving Credit Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
THIS NOTICE IS THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.
TRUST SUPPLEMENT NO. 2007-1B Dated as of October 11, 2007 between DELTA AIR LINES, INC. and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of November 16, 2000 Delta Air Lines Pass Through Trust 2007-1B...Trust Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2007-1B, dated as of October 11, 2007 (the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (the “Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company of Connecticut, National Association (the “Basic Agreement”).
TRUST SUPPLEMENT NO. 2007-1A Dated as of October 11, 2007 between DELTA AIR LINES, INC. and as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of November 16, 2000 Delta Air Lines Pass Through Trust 2007-1A Delta Air Lines Pass Through Certificates,...Trust Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
INTERCREDITOR AGREEMENT Dated as of October 11, 2007 among U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee of the Delta Air Lines Pass Through Trust 2007-1A, Delta Air Lines Pass Through Trust 2007-1B, and Delta Air Lines Pass Through Trust 2007-1C...Intercreditor Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This INTERCREDITOR AGREEMENT, dated as of October 11, 2007, is made by and among U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I); LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, a public law banking institution organized under the laws of Germany (“Helaba”), as Class A Liquidity Provider and Class B Liquidity Provider, and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the “Subordination Agent”).
DEPOSIT AGREEMENT (Class A) Dated as of October 11, 2007 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and CREDIT SUISSE, NEW YORK BRANCH as DepositaryDeposit Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class A) dated as of October 11, 2007 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and CREDIT SUISSE, NEW YORK BRANCH, a branch of Credit Suisse, organized and existing under the laws of Switzerland and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).
DEPOSIT AGREEMENT (Class B) Dated as of October 11, 2007 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and CREDIT SUISSE, NEW YORK BRANCH as DepositaryDeposit Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class B) dated as of October 11, 2007 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and CREDIT SUISSE, NEW YORK BRANCH, a branch of Credit Suisse, organized and existing under the laws of Switzerland and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).
TRUST SUPPLEMENT NO. 2007-1C Dated as of October 11, 2007 between DELTA AIR LINES, INC. and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of November 16, 2000 Delta Air Lines Pass Through Trust 2007-1C...Through Trust Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2007-1C, dated as of October 11, 2007 (the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (the “Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company of Connecticut, National Association (the “Basic Agreement”).
ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of October 11, 2007 among as Escrow Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC BARCLAYS CAPITAL INC. CALYON SECURITIES (USA) INC. GOLDMAN, SACHS &...Escrow and Paying Agent Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of October 11, 2007 (as amended, modified or supplemented from time to time, this “Agreement”) among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL INC., CALYON SECURITIES (USA) INC., GOLDMAN, SACHS & CO., and UBS SECURITIES LLC, as Initial Purchasers of the Certificates referred to below (the “Initial Purchasers” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Purchase Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the
INDENTURE AND SECURITY AGREEMENT ([Reg. No.]) Dated as of ____________ ___, 20071 between DELTA AIR LINES, INC., and U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee One Boeing [Model] (Generic Model [Generic Model]) Aircraft U.S. Registration...Indenture and Security Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This INDENTURE AND SECURITY AGREEMENT ([REG. NO.]), dated as of _______________ ___, 20072, is made by and between DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, “Loan Trustee”).
DEPOSIT AGREEMENT (Class C) Dated as of October 11, 2007 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and CREDIT SUISSE, NEW YORK BRANCH as DepositaryDeposit Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class C) dated as of October 11, 2007 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and CREDIT SUISSE, NEW YORK BRANCH, a branch of Credit Suisse, organized and existing under the laws of Switzerland and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).
NOTE PURCHASE AGREEMENT Dated as of October 11, 2007 among DELTA AIR LINES, INC., andNote Purchase Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of October 11, 2007, among (i) DELTA AIR LINES, INC., a Delaware corporation (the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the “Pass Through Trustee”) under each of the three separate Pass Through Trust Agreements (as defined below), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below), a
ESCROW AND PAYING AGENT AGREEMENT (Class C) Dated as of October 11, 2007 among as Escrow Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC BARCLAYS CAPITAL INC. CALYON SECURITIES (USA) INC. GOLDMAN, SACHS &...Escrow and Paying Agent Agreement • October 17th, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of October 11, 2007 (as amended, modified or supplemented from time to time, this “Agreement”) among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL INC., CALYON SECURITIES (USA) INC., GOLDMAN, SACHS & CO., and UBS SECURITIES LLC, as Initial Purchasers of the Certificates referred to below (the “Initial Purchasers” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Purchase Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the
