EXHIBIT 10
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 31, 2005
(this "Amendment"), to the Credit Agreement, dated as of November 30, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among DELTA AIR LINES, INC., a Delaware corporation (the
"Borrower"), the other Credit Parties signatory thereto, GENERAL ELECTRIC
CAPITAL CORPORATION, as administrative agent for Revolving Lenders (in such
capacity, the "Revolving Facility Administrative Agent"), as administrative
agent for Term Lenders (in such capacity, the "Term Loan Administrative Agent")
and as collateral agent for Lenders (in such capacity, the "Collateral Agent"
and, collectively with the Revolving Facility Administrative Agent and the Term
Loan Administrative Agent, the "Agents"), and the Lenders and L/C Issuers
signatory thereto from time to time. Capitalized terms used herein without
definition shall have the respective meanings ascribed to those terms in the
Credit Agreement.
WITNESSETH:
WHEREAS, the Borrower has requested an amendment to the
Credit Agreement as herein set forth; and
WHEREAS, the Borrower, the Agents and the Lenders signatory
hereto have agreed to amend the Credit Agreement on the terms and subject to
the conditions herein provided; and
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Amendments to the Credit Agreement. As of the Effective
Date, the Credit Agreement is hereby amended by deleting Annex G to the Credit
Agreement in its entirety and inserting in lieu thereof Exhibit A attached
hereto.
Section 2. Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof (the "Effective Date") upon receipt by the
Administrative Agents of the following:
(a) Counterparts of this Amendment duly executed by each
of the Agents, the Requisite Lenders and each of the Credit Parties;
(b) Such other items from the Credit Parties as the
Administrative Agents may reasonably request in writing; and
(c) All fees and expenses of the Agents and the Lenders
due and payable by the Borrower pursuant to the Loan Documents as of the date
hereof, including, without limitation, all costs, fees and expenses of the
Agents and Lenders in connection with the preparation, execution and delivery
of this Amendment, including the reasonable fees and out-of-pocket expenses of
counsel for the Agents with respect thereto.
Section 3. Representations and Warranties. Each Credit Party hereby
jointly and severally represents and warrants to the Agents and each Lender,
with respect to all Credit Parties, as follows:
(a) After giving effect to this Amendment, each of the
representations and warranties in the Credit Agreement and in the other Loan
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of such date, except to the extent that any
such representation or warranty expressly relates to an earlier date and except
for changes therein expressly permitted by the Credit Agreement.
(b) The execution, delivery and performance by each
Credit Party of this Amendment have been duly authorized by all requisite
corporate, limited liability company or limited partnership action on the part
of such Credit Party and will not violate any of the articles of incorporation
or bylaws (or other constituent documents) of such Credit Party.
(c) This Amendment has been duly executed and delivered
by each Credit Party, and each of this Amendment and the Credit Agreement as
amended hereby constitutes the legal, valid and binding obligation of such
Credit Party, enforceable against such Credit Party in accordance with their
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and by general principles of equity.
(d) After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing as of the date hereof.
Section 4. Reference to and Effect on the Loan Documents.
(a) As of the Effective Date, each reference in the
Credit Agreement and the other Loan Documents to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Credit Agreement as amended hereby.
(b) Except to the extent amended hereby, the Credit
Agreement and all of the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any Default or Event of Default or
any right, power, privilege or remedy of the Administrative Agent, the
Collateral Agent, any Lender or any L/C Issuer under the Credit Agreement or
any Loan Document, or constitute a waiver of any
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provision of the Credit Agreement or any Loan Document, except as and to the
extent expressly set forth herein.
(d) The Credit Parties hereby confirm that the security
interests and liens granted pursuant to the Loan Documents continue to secure
the Obligations as set forth in the Loan Documents and that such security
interests and liens remain in full force and effect.
Section 5. Fees. As consideration for the execution of this Amendment,
the Borrower agrees to pay to the applicable Administrative Agent for the
account of each Lender for which such Administrative Agent shall have received
(by facsimile or otherwise) an executed signature page (or a release from
escrow of a signature page previously delivered in escrow) for this Amendment,
or a written consent to this Amendment, by 5 p.m. (New York Time) on May 27,
2005 (or such later date or time as the Administrative Agents and the Borrower
may agree), an amendment fee equal to 0.20% of such Lender's aggregate
Commitments then in effect.
Section 6. Costs and Expenses. As provided in Section 11.3 (Fees and
Expenses) of the Credit Agreement, the Borrower agrees to reimburse the Agents
for all reasonable fees, costs and expenses, including the reasonable fees,
costs and expenses of counsel or other advisors for advice, assistance or other
representation in connection with this Amendment.
Section 7. Governing Law. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
Section 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purposes.
Section 9. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument. Receipt by the
Administrative Agents of a facsimile copy of an executed signature page hereof
shall constitute receipt by the Administrative Agents of an executed
counterpart of this Amendment.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed and delivered this Amendment as of the
date first above written.
DELTA AIR LINES, INC.,
as Borrower
By: /s/ Todd G. Helvie
-----------------------------------
Name: Todd G. Helvie
Title: Senior Vice President -
Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION,
as Revolving Facility Administrative
Agent, Term Loan Facility
Administrative Agent, Collateral
Agent and Lender
By: /s/ Douglas A. Kelly
-----------------------------------
Douglas A. Kelly
Duly Authorized Signatory
[THE AMENDMENT NO. 1 WAS ALSO EXECUTED
BY THE OTHER CREDIT PARTIES AND LENDERS]