EXHIBIT 4
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated
as of September 6, 1996 by and among DELTA AIR LINES, INC., a corporation
organized under the laws of the State of Delaware (the "Company"), the Banks
appearing on the signature pages hereof (the "Banks") and NATIONSBANK, N.A.
(SOUTH), successor to NationsBank of Georgia, National Association, as Agent
Bank (the "Agent Bank").
WHEREAS, the Company, the Banks and the Agent Bank entered into that
certain Second Amended and Restated Credit Agreement dated as of September 27,
1995 (the "Credit Agreement") pursuant to which the Banks made certain financial
accommodations available to the Company;
WHEREAS, the Company has requested that the Banks and the Agent Bank amend
the Credit Agreement in certain respects; and
WHEREAS, the Banks and the Agent Bank are willing to so amend the Credit
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties hereto
agree as follows:
SECTION 1. SPECIFIC AMENDMENTS TO CREDIT AGREEMENT.
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(a) The Credit Agreement is hereby amended by deleting the pricing grid
contained in the definition of the term "Applicable Margin" in Section 1.1
thereof and substituting in lieu thereof the following:
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LONG TERM SENIOR UNSECURED APPLICABLE MARGIN
LEVEL DEBT RATING OF THE COMPANY FOR EURODOLLAR RATE APPLICABLE MARGIN FOR
(S&P/MOODY'S) LOANS BASE RATE LOANS
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1 A- or higher or A3 or higher 0.25% 0%
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2 BBB+ or Baa1 0.35% 0%
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3 BBB or Baa2 0.40% 0%
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4 BBB- or Baa3 0.50% 0%
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5 BB+ or Ba1 0.75% 0%
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6 BB and Ba2 1.00% 0%
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7 BB- or lower or Ba3 or lower 1.375% 0.25%
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(b) The Credit Agreement is hereby further amended by deleting the
defined term "Termination Date" contained in Section 1.1 thereof and
substituting in lieu thereof the following:
"'Termination Date' shall mean September 26, 2001 (or the date
to which the Credit Facility has been extended pursuant to Section 3.19
hereof) unless the Credit Facility is earlier terminated pursuant to the
applicable provisions of this Agreement."
(c) The Credit Agreement is hereby further amended by deleting the
pricing grid contained in Section 3.11 thereof and substituting in lieu thereof
the following:
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LONG TERM SENIOR UNSECURED DEBT
RATING OF THE COMPANY COMMITMENT FEE
LEVEL (S&P/MOODY'S) PERCENTAGE
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1 A- or higher or A3 or higher 0.09%
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2 BBB+ or Baa1 0.10%
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3 BBB or Baa2 0.125%
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4 BBB- or Baa3 0.15%
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5 BB+ or Ba1 0.20%
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6 BB and Ba2 0.25%
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7 BB- or lower or Ba3 or lower 0.375%
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(d) The Credit Agreement is hereby further amended by deleting the words
"Commitment Fee" appearing in the nineteenth line of the second paragraph of
Section 3.11 (appearing in the second line of page 21 of the Credit Agreement)
and substituting in lieu thereof the word "level".
SECTION 2. EXTENSION OF TERMINATION DATE. The Company acknowledges and
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agrees that the extension of the Termination Date contemplated by Section 1(b)
of this First Amendment shall constitute one of the two extension requests
provided for in Section 3.19 of the Credit Agreement.
SECTION 3. EFFECTIVENESS OF AMENDMENT. This First Amendment shall not be
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effective until the date (the "Amendment Effective Date") the following
conditions precedent to effectiveness shall be satisfied:
(a) (i) this First Amendment shall be executed and delivered by the
Company, the Agent Bank and each of the Banks and (ii) delivery of a notice from
the Agent Bank to the Banks and the Company that this First Amendment has been
fully executed by all parties hereto; and
(b) the Agent Bank shall have received a certificate from the Treasurer
of the Company certifying that, after giving effect to this First Amendment, no
Default or Event of Default under the Credit Agreement will be in existence.
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SECTION 4. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.
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(a) In order to induce the Agent Bank and the Banks to enter into this
First Amendment, the Company hereby reaffirms each of the representations and
warranties of the Company contained in the Credit Agreement as of the date
hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties were true and accurate on and as of such earlier date).
(b) After giving effect to this First Amendment, the Company represents
and warrants to the Agent Bank and the Banks that no Default or Event of Default
has occurred or is continuing under the Credit Agreement.
(c) The execution, delivery and performance of this First Amendment by
the Company does not require the consent of any other Person under any document,
instrument or agreement to which the Company is a party or under which the
Company is bound.
SECTION 5. REFERENCES TO THE CREDIT AGREEMENT. Each reference to the
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Credit Agreement in the Credit Agreement, the Notes or any of the other
instruments, agreements, certificates or other documents executed in connection
therewith (collectively, the "Loan Documents"), shall be deemed to be a
reference to the Credit Agreement, as amended by this First Amendment, and as
the same may be further amended, restated, supplemented or otherwise modified
from time to time in accordance with Section 12.4 of the Credit Agreement.
Further, the Company and the Banks hereby acknowledge and agree that all
references to "NationsBank of Georgia, National Association" in its individual
capacity or in its capacity as Agent Bank (and any defined term used to
designate "NationsBank of Georgia, National Association" in its individual
capacity or in its capacity as Agent Bank) contained in the Credit Agreement and
the other Loan Documents shall be deemed to be references to "NationsBank, N.A.
(South)".
SECTION 6. BENEFITS. This First Amendment shall be binding upon, and
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shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
SECTION 7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
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AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT
GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
SECTION 8. EFFECT. Except as expressly herein amended, the terms and
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conditions of the Credit Agreement shall remain in full force and effect without
amendment or modification, express or implied. The entering into this First
Amendment by the Agent Bank and the Banks shall not be construed or interpreted
as an agreement by the Agent Bank or the Banks to enter into any future
amendment or modification of the Credit Agreement or any of the other Loan
Documents.
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SECTION 9. COUNTERPARTS. This First Amendment may be executed in any
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number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.
SECTION 10. DEFINITIONS. All capitalized terms which are used herein and
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not otherwise defined herein shall have the meanings given such terms as set
forth in the Credit Agreement.
[Signatures Contained on Following Pages]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Second Amended and Restated Credit Agreement to be executed under seal by their
duly authorized officers as of the date above written.
THE COMPANY:
DELTA AIR LINES, INC.
By:
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Title:
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THE AGENT BANK:
NATIONSBANK, N.A. (SOUTH), as Agent Bank
and as a Bank
By:
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Title:
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[SIGNATURES CONTINUED ON FOLLOWING PAGES]
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[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 6, 1996 WITH DELTA AIR LINES, INC.]
THE BANKS:
Managing Agents
BANK OF AMERICA, NATIONAL
TRUST AND SAVINGS ASSOCIATION
By:
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Title:
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THE CHASE MANHATTAN BANK, N.A.
By:
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Title:
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CITICORP USA, INC.
By:
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Title:
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CIBC INC.
By:
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Title:
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ROYAL BANK OF CANADA
By:
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Title:
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Co-Agents
CREDIT SUISSE
By:
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Title:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 6, 1996 WITH DELTA AIR LINES, INC.]
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By:
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Title:
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LTCB TRUST COMPANY
By:
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Title:
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MITSUBISHI TRUST & BANKING
CORPORATION
By:
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Title:
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NATIONAL WESTMINSTER BANK PLC
By:
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Title:
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SUNTRUST BANK, ATLANTA f/k/a TRUST
COMPANY BANK
By:
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Title:
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By:
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Title:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 6, 1996 WITH DELTA AIR LINES, INC.]
Participants
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:
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Title:
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BAYERISCHE VEREINSBANK AG
New York Branch
By:
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Title:
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By:
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Title:
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KREDIETBANK N.V.
By:
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Title:
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MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO,
as successor to NBD Bank
By:
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Title:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 6, 1996 WITH DELTA AIR LINES, INC.]
WACHOVIA BANK OF GEORGIA, N.A.
By:
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Title:
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THE SANWA BANK, LIMITED
By:
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Title:
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THE BANK OF NEW YORK
By:
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Title:
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BANK OF MONTREAL
By:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Title:
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CREDIT LYONNAIS CAYMAN
ISLANDS BRANCH
By:
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Title:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 6, 1996 WITH DELTA AIR LINES, INC.]
THE DAI-ICHI KANGYO BANK, LTD.
By:
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Title:
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THE FUJI BANK
By:
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Title:
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THE BANK OF TOKYO-MITSUBISHI BANK,
LIMITED
By:
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Title:
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THE NORTHERN TRUST COMPANY
By:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Title:
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THE SUMITOMO BANK, LIMITED,
ATLANTA AGENCY
By:
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Title:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF SEPTEMBER 6, 1996 WITH DELTA AIR LINES, INC.]
THE TOKAI BANK, LTD.
By:
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Title:
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THE TOYO TRUST & BANKING
CO., LTD.
By:
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Title:
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STAR BANK, N.A. CINCINNATI
By:
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Title:
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