INTERCREDITOR AGREEMENT Dated as of July 3, 2012 among U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee of the Delta Air Lines Pass Through Trust 2012-1A and Delta Air Lines Pass Through Trust 2012-1B NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH as...Intercreditor Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This INTERCREDITOR AGREEMENT, dated as of July 3, 2012, 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); NATIXIS S.A., a French société anonyme, acting via its New York Branch (“Natixis”), 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”).
ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of July 3, 2012 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC MERRILL LYNCH,...Escrow and Paying Agent Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This ESCROW AND PAYING AGENT AGREEMENT (Class B), dated as of July 3, 2012 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and 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”); DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN, SACHS & CO., MORGAN STANLEY & CO. LLC, MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, NATIXIS SECURITIES AMERICAS LLC and WELLS FARGO SECURITIES, LLC, as underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners, and any future registered owners from time to time, of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly pr
INDENTURE AND SECURITY AGREEMENT ([Reg. No.])Indenture and Security Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This INDENTURE AND SECURITY AGREEMENT ([REG. NO.]), dated as of , 20 2, 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”).
PARTICIPATION AGREEMENT ([Reg. No.])Participation Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of , 20__4 , 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 Pass Through Trustee under each of the Pass Through Trust Agreements (such terms 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 the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such cap
DELTA AIR LINES, INC. Pass Through Certificates, Series 2012-1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
Delta Air Lines, Inc., a Delaware corporation (the “Company”), proposes that U.S. Bank Trust National Association (“U.S. Bank Trust”) (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), acting not in its individual capacity but solely as pass through trustee (the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000 (the “Basic Agreement”), and supplemented by the Class A Trust Supplement and the Class B Trust Supplement (each as defined below), as amended, between the Company and the Trustee, issue and sell to the Underwriters named in Schedule I hereto (each, an “Underwriter” and together, the “Underwriters”), the Delta Air Lines Pass Through Certificates, Series 2012-1A (the “Class A Certificates”), and the Delta Air Lines Pass Through Certificates, Series 2012-1B (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”) in the aggregate amount and with the interest rate
DEPOSIT AGREEMENT (Class A) Dated as of July 3, 2012 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH as DepositaryDeposit Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This DEPOSIT AGREEMENT (Class A), dated as of July 3, 2012 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and 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 NATIXIS S.A. (“Natixis”), a French société anonyme, acting via its New York Branch, as depositary bank (the “Depositary”).
ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of July 3, 2012 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC MERRILL LYNCH,...Escrow and Paying Agent Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This ESCROW AND PAYING AGENT AGREEMENT (Class A), dated as of July 3, 2012 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and 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”); DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN, SACHS & CO., MORGAN STANLEY & CO. LLC, MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, NATIXIS SECURITIES AMERICAS LLC and WELLS FARGO SECURITIES, LLC, as underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners, and any future registered owners from time to time, of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly pr
TRUST SUPPLEMENT NO. 2012-1A Dated as of July 3, 2012 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 2012-1A Delta...Trust Supplement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2012-1A, dated as of July 3 2012 (as amended from time to time, the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, 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”).
NOTE PURCHASE AGREEMENT Dated as of July 3, 2012 among DELTA AIR LINES, INC., as Pass Through Trustee under each of the Pass Through Trust Agreements as Subordination Agent as Escrow Agent and as Paying AgentNote Purchase Agreement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT (this “Note Purchase Agreement”), dated as of July 3, 2012, is made by and among (i) DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, 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 any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the two 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 ASSOCIATI
TRUST SUPPLEMENT NO. 2012-1B Dated as of July 3, 2012 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 2012-1B Delta...Trust Supplement • July 3rd, 2012 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2012-1B, dated as of July 3, 2012 (as amended from time to time, the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, 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”).
