ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of November 22, 2010 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY & CO. INCORPORATED, DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE,...Escrow and Paying Agent Agreement • November 22nd, 2010 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This ESCROW AND PAYING AGENT AGREEMENT (Class A), dated as of November 22, 2010 (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”); CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY & CO. INCORPORATED, DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT AGRICOLE SECURITIES (USA) INC., and UBS SECURITIES LLC, as underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners 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 provided herein, but solely as trustee (in such capacity, togeth
DELTA AIR LINES, INC. Pass Through Certificates, Series 2010-2A UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2010 • 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 Trust Supplement (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”), for which you are acting as representatives, Delta Air Lines Pass Through Certificates, Series 2010-2A (the “Certificates”), in the aggregate amount and with the interest rate and final expected distribution date set forth in Schedule II hereto on the terms and conditions stated herein.
INTERCREDITOR AGREEMENT Dated as of November 22, 2010 among U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee of the Delta Air Lines Pass Through Trust 2010-2A NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH as Class A Liquidity Provider, and U.S. BANK...Intercreditor Agreement • November 22nd, 2010 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This INTERCREDITOR AGREEMENT, dated as of November 22, 2010, 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 the Class A Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I); NATIXIS S.A., a société anonyme organized under the laws of France, acting via its New York Branch (“Natixis”), as Class A 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”).
INDENTURE AND SECURITY AGREEMENT ([Reg. No.]) Dated as of ____________ ___, 20__ between DELTA AIR LINES, INC., and U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee One [Boeing][Airbus][McDonnell Douglas] [Model] (Generic Manufacturer and Model...Indenture and Security Agreement • November 22nd, 2010 • 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.]) Dated as of __________, 20__1 among DELTA AIR LINES, INC., U.S. BANK TRUST NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements in effect on the date hereof, U.S. BANK TRUST...Participation Agreement • November 22nd, 2010 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of __________, 20__5, 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 in effect on the date hereof (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 ASS
DEPOSIT AGREEMENT (Class A) Dated as of November 22, 2010 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and THE BANK OF NEW YORK MELLON as DepositaryDeposit Agreement • November 22nd, 2010 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This DEPOSIT AGREEMENT (Class A), dated as of November 22, 2010 (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 THE BANK OF NEW YORK MELLON, a New York banking corporation, as depositary bank (the “Depositary”).
TRUST SUPPLEMENT NO. 2010-2A Dated as of November 22, 2010 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 2010-2A...Through Trust Agreement • November 22nd, 2010 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2010-2A, dated as of November 22, 2010 (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”).
