ContractCredit and Guaranty Agreement • August 2nd, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.
SECOND LIEN TERM LOAN AND GUARANTY AGREEMENTTerm Loan and Guaranty Agreement • August 2nd, 2007 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
SECOND LIEN TERM LOAN AND GUARANTY AGREEMENT, dated as of April 30, 2007, among DELTA AIR LINES, INC., a Delaware corporation (the “Borrower”), the direct and indirect domestic subsidiaries of the Borrower (other than Excluded Subsidiaries and, at the option of the Borrower, Immaterial Subsidiaries) signatory hereto (each a “Guarantor” and collectively the “Guarantors”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), GSCP and MERRILL LYNCH COMMERCIAL FINANCE CORP. (“Merrill Lynch”), as co-lead arrangers and joint bookrunners, BARCLAYS CAPITAL (“Barclays Capital”), the investment banking division of BARCLAYS BANK PLC, as syndication agent (in such capacity, the “Syndication Agent”) and as joint bookrunner, and CREDIT SUISSE SE
