CREDIT AGREEMENT

Loan Agreement

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NORTHWEST AIRLINES CORP | CITIBANK, NA | CITIGROUP GLOBAL MARKETS INC | COMPASS AIRLINES, INC | MCH, INC | MESABA AVIATION, INC | MORGAN STANLEY BANK, NA | NORTHWEST AEROSPACE TRAINING CORPORATION | NORTHWEST AIRLINES CORPORATION | NORTHWEST AIRLINES, INC | NWA FUEL SERVICES CORPORATION | NWA RETAIL SALES INC | US BANK NATIONAL ASSOCIATION

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Title: CREDIT AGREEMENT
Governing Law: Minnesota Date: 3/2/2009
Industry: Airline Law Firm: Dorsey Whitney Sector: Transportation

Exhibit 10.21

CREDIT AGREEMENT

by and among

NORTHWEST AIRLINES, INC.,

as Borrower,

NORTHWEST AIRLINES CORPORATION,

MCH, INC.,

COMPASS AIRLINES, INC.,

MESABA AVIATION, INC.,

NWA FUEL SERVICES CORPORATION,

NORTHWEST AEROSPACE TRAINING CORPORATION,

NWA RETAIL SALES INC.,

and MLT INC.,

as Guarantors,

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

U.S. BANK NATIONAL ASSOCIATION,

as Lead Arranger, Joint Book Runner and Administrative Agent,

CITIGROUP GLOBAL MARKETS INC. and MORGAN STANLEY BANK, N.A.,

as Co-Lead Arrangers and Joint Book Runners

Dated as of October 29, 2008

Table of Contents

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
Section 1.1	Definitions	1
Section 1.2	Accounting Terms and Calculations	26
Section 1.3	Computation of Time Periods	26
Section 1.4	Times of Day	26
Section 1.5	Other Definitional Terms	26

ARTICLE II CREDIT FACILITY		27
Section 2.1	Lending Commitments	27
Section 2.2	Procedures for Loans	27
Section 2.3	Distributions by Agent	28
Section 2.4	Pro Rata Allocation of Loans Between Tranches	28
Section 2.5	Notes	28
Section 2.6	Conversions and Continuations	29
Section 2.7	Interest Rates, Interest Payments and Default Interest	29
Section 2.8	Repayment	30
Section 2.9	Mandatory Prepayments and Related Reductions of Commitments; Simultaneous and Pro Rata Payments Across Tranches	30
Section 2.10	Deposit Requirement and Commitment Termination — Cash Liquidity	31
Section 2.11	Optional Prepayments	31
Section 2.12	Letters of Credit	32
Section 2.13	Procedures for Letters of Credit; Letter of Credit Collateral Account	32
Section 2.14	Terms of Letters of Credit	32
Section 2.15	Agreement to Repay Letter of Credit Drawings; Withdrawals from Letter of Credit Collateral Account	33
Section 2.16	Obligations Absolute	33
Section 2.17	Optional Reduction of Commitment Amounts or Termination of Commitments	34
Section 2.18	Certain Fees	35
Section 2.19	Computation	35
Section 2.20	Payments	35
Section 2.21	Use of Loan Proceeds	36
Section 2.22	Basis for Determining Interest Rate Not Ascertainable, Inadequate or Unfair	36
Section 2.23	Increased Cost	36
Section 2.24	Illegality	37
Section 2.25	Capital Adequacy	37
Section 2.26	Funding Losses; LIBOR Advances	38
Section 2.27	Discretion of Lenders as to Manner of Funding	38
Section 2.28	Taxes	38
Section 2.29	Replacement of Certain Lenders	40
Section 2.30	Obligations of Lenders Several	41

ARTICLE III CONDITIONS PRECEDENT		41

Section 3.1	Conditions Precedent to Initial Loans	41
Section 3.2	Conditions Precedent to all Loans and Letters of Credit	46

ARTICLE IV REPRESENTATIONS AND WARRANTIES		48
Section 4.1	Financial Condition	48
Section 4.2	No Change	48
Section 4.3	Corporate Existence; Compliance	48
Section 4.4	Corporate Power; Authorization; Enforceable Obligations	48
Section 4.5	No Legal Bar	49
Section 4.6	Litigation; Properties	49
Section 4.7	Federal Regulation	50
Section 4.8	ERISA	50
Section 4.9	Investment Company Act	51
Section 4.10	Subsidiaries	51
Section 4.11	Use of Proceeds	51
Section 4.12	True and Complete Disclosure	51
Section 4.13	Air Carrier	51
Section 4.14	Slot Utilization	51
Section 4.15	Route Utilization	52
Section 4.16	Security Documents.	52
Section 4.17	Pledged Accounts	52

ARTICLE V AFFIRMATIVE COVENANTS		53
Section 5.1	Financial Statements	53
Section 5.2	Certificates; Other Information	54
Section 5.3	Payment of Taxes	55
Section 5.4	Maintenance of Existence; Compliance	56
Section 5.5	Maintenance of Property; Insurance	56
Section 5.6	Inspection of Property; Books and Records; Discussions; Appraisal and Audits	58
Section 5.7	Notices	59
Section 5.8	Performance of Obligations	59
Section 5.9	End of Fiscal Years; Fiscal Quarters	59
Section 5.10	Air Carrier Status; Maintenance	59
Section 5.11	ERISA.	60
Section 5.12	Slot Utilization	61
Section 5.13	Route Utilization	61
Section 5.14	Spare Parts	61
Section 5.15	Additional Collateral	61
Section 5.16	Further Assurances	61

ARTICLE VI NEGATIVE COVENANTS		62
Section 6.1	Financial Condition Covenants	62
Section 6.2	Indebtedness	64
Section 6.3	Liens	65
Section 6.4	Fundamental Changes	66
Section 6.5	Disposition of Collateral	66

Section 6.6	Restricted Payments	66
Section 6.7	Transactions with Affiliates	66
Section 6.8	Lines of Business	67
Section 6.9	ERISA	67
Section 6.10	Investments	67
Section 6.11	Acquisitions	68
Section 6.12	Restrictions on Accounts; Foreign Accounts	68
Section 6.13	Aircraft Fuel Supply	68

ARTICLE VII DEFAULTS		69
Section 7.1	Events of Default	69
Section 7.2	Presumptive Prepayment and Commitment Reduction at Lender’s Request Upon Event of Default — Specified Investment Account Proceeds	72
Section 7.3	Offset	72

ARTICLE VIII GUARANTY		73
Section 8.1	The Guaranty	73
Section 8.2	Bankruptcy; Reinstatement	73
Section 8.3	Nature of Liability	73
Section 8.4	Independent Obligation	73
Section 8.5	Authorization	74
Section 8.6	Reliance	74
Section 8.7	Subordination	74
Section 8.8	Waiver	74
Section 8.9	Limitation on Enforcement	75

ARTICLE IX THE AGENT		75
Section 9.1	Appointment and Authorization	75
Section 9.2	Note Holders	76
Section 9.3	Consultation With Counsel	76
Section 9.4	Loan Documents	76
Section 9.5	U.S. Bank and Affiliates	76
Section 9.6	Action by Agent	76
Section 9.7	Non-Reliance on Agent and Other Lenders	77
Section 9.8	Notices of Event of Default	78
Section 9.9	Indemnification	78
Section 9.10	Payments and Collections	78
Section 9.11	Sharing of Payments	79
Section 9.12	Advice to Lenders	79
Section 9.13	Defaulting Lender	79
Section 9.14	Resignation By Agent	80

ARTICLE X MISCELLANEOUS		81
Section 10.1	Modifications	81
Section 10.2	Expenses	82
Section 10.3	Waivers; Cumulative Remedies	82

iii

Section 10.4	Notices	82
Section 10.5	Taxes	83
Section 10.6	Successors and Assigns; Disposition of Loans; Transferees	83
Section 10.7	Confidentiality of Information	85
Section 10.8	Governing Law and Construction	86
Section 10.9	Consent to Jurisdiction	86
Section 10.10	Waiver of Jury Trial	87
Section 10.11	Survival of Agreement	87
Section 10.12	Indemnification	87
Section 10.13	Captions	88
Section 10.14	Entire Agreement	88
Section 10.15	Counterparts	88
Section 10.16	Borrower and Guarantor Acknowledgments	88

EXHIBITS

Exhibit A		Commitment Amounts
Exhibit B		Form of Collateral Report
Exhibit C		Form of Compliance Certificate
Exhibit D		Form of Cash Liquidity Report
Exhibit E		Form of Note
Exhibit F		Form of Joinder
Exhibit G		Form of Assignment
Exhibit H		Form of Confidentiality Agreement
Exhibit I		Form of Borrowing Request

SCHEDULES

Schedule 1.1-A		Real Property Assets
Schedule 1.1-B		Pre-existing Accounts
Schedule 1.1-C		Pledged Dual-Control Accounts
Schedule 1.1-D		Pledged Exclusive-Control Accounts
Schedule 1.1-E		Excluded Accounts
Schedule 3.2		Aircraft Fuel Locations
Schedule 4.4		Consents, Authorizations, Filings and Notices
Schedule 4.10		Subsidiaries
Schedule 6.2(c)		Indebtedness

CREDIT AGREEMENT

This Credit Agreement (“ Agreement ”), dated as of October 29, 2008, is made and entered into by and among NORTHWEST AIRLINES, INC., a corporation organized under the laws of the State of Minnesota (the “ Borrower ”), NORTHWEST AIRLINES CORPORATION, a corporation organized under the laws of the State of Delaware (including, from and after the Initial Delta Merger Date, as defined below, the surviving corporation of the Initial Delta Merger, as defined below, “ Holdings ”), MCH, INC., a corporation organized under the laws of the State of Delaware (“ MCH ”), COMPASS AIRLINES, INC., a corporation organized under the laws of the State of Delaware (“ Compass ”), MESABA AVIATION, INC., a corporation organized under the laws of the State of Minnesota (“ Mesaba ”), NWA FUEL SERVICES CORPORATION, a corporation organized under the laws of the State of New York (“ NWA Fuel ”), NORTHWEST AEROSPACE TRAINING CORPORATION, a corporation organized under the laws of the State of Delaware (“ Northwest Aerospace ”), NWA RETAIL SALES INC., a corporation organized under the laws of the State of Minnesota (“ NWA Retail ”), and MLT INC., a corporation organized under the laws of the State of Minnesota (“ MLT ”) (Holdings, MCH, Compass, Mesaba, NWA Fuel, Northwest Aerospace, NWA Retail and MLT each individually a “ Guarantor ” and, collectively, the “ Guarantors ”), each entity that is a party hereto from time to time as a lender (each individually a “ Lender ” and, collectively, the “ Lenders ”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“ U.S. Bank ”), as a Lender and Letter of Credit Issuer, lead arranger and joint book runner and as administrative agent for the Secured Creditors, as defined below (in such capacity, the “ Agent ”), CITIBANK, N.A., a national banking association, as a Lender, CITIGROUP GLOBAL MARKETS INC., as co-lead arranger and joint book runner, and MORGAN STANLEY BANK, N.A., a national banking association, as a Lender, co-lead arranger and joint book runner.

WHEREAS, the Borrower and each Guarantor have requested the Lenders to make available to the Borrower a secured revolving credit facility (capitalized terms used in these recitals having the meanings assigned thereto in the preamble hereto); and

WHEREAS, the Lenders are willing to make such credit facility available, on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the following respective meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

“ Account Control Agreement ” means, in respect of a deposit account, sweep account linked thereto or other securities account owned by the Borrower or a Guarantor, an agreement among the Borrower or such Guarantor, as the case may be, the Agent, acting on behalf of the Secured Creditors and other Persons to the extent provided in the Agency Agreement, and the bank or the securities intermediary or financial institution, as applicable, with which such account is maintained, in respect of such account, in each case in form and substance reasonably satisfactory to the Agent.

“ Acquisition ” means an acquisition, the consideration for which is paid (in whole or in part) in cash (it being understood that any deferred purchase price or assumed Indebtedness due within one year after any such acquisition shall be treated as paid in cash as of the date of such acquisition), by any Person of (a) the Capital Stock of any other Person which, upon consummation of such acquisition, becomes a Subsidiary of such Person, (b) assets constituting all or substantially all of the assets of any other Person, (c) assets constituting an operating unit or division of any other Person, (d) one or more Routes in a single transaction or series of related transactions to the extent that the cash consideration for the acquisition of such Routes exceeds $50,000,000, (e) Intellectual Property used in connection with the operation of an air passenger or cargo business by any other Person purchased outside the ordinary course of business from any such Person in a single transaction or series of related transactions to the extent that the cash consideration for the acquisition of such Intellectual Property exceeds $25,000,000 and (f) Flight Equipment from any other Person (other than a manufacturer) in a single transaction or series of related transactions to the extent the cash consideration for the acquisition of such Flight Equipment exceeds $100,000,000, including any such acquisition in connection with the establishment of a low cost air passenger business.

“ Adjusted Daily LIBOR Rate ” means, with respect to each day, the rate determined by dividing the Daily LIBOR Rate in effect on such day by 1.00 minus the LIBOR Reserve Percentage.

“ Adjusted LIBOR Rate ” means, with respect to each Interest Period applicable to a LIBOR Advance, the rate determined by dividing the LIBOR Rate for such Interest Period by 1.00 minus the LIBOR Reserve Percentage.

“ Advance ” means any portion of the outstanding Loans by a Lender as to which one of the available interest rate options and, if pertinent, an Interest Period, is applicable. Subject to the terms and conditions hereof, an Advance may be a LIBOR Advance or a Base Rate Advance, and a LIBOR Advance may be a One-Month LIBOR Advance, a Two-Month LIBOR Advance or a Three-Month LIBOR Advance.

“ Affiliate ” means as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct

or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agency Agreement ” means that certain Agency Agreement dated as of October 29, 2008, between U.S. Bank and JPMorgan Chase Bank, N.A., in each case in the capacity or capacities referred to therein.

“ Agent ” has the meaning given in the preamble.

“ Aggregate Commitment Amount ” means, as of any date, the sum of the Commitment Amounts of all the Lenders.

“ Aircraft ” means any “Aircraft”, as defined in any of the Aircraft Mortgages.

“ Aircraft Fuel ” has the meaning given in the Security Agreement.

“ Aircraft Mortgages ” means the NWA Aircraft Mortgage, the Compass Aircraft Mortgage and the Mesaba Aircraft Mortgage.

“ Airport Authority ” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“ Applicable Lending Office ” means, for each Lender and for each type of Advance, the office of such Lender identified as such Lender’s Applicable Lending Office on the signature pages hereof or such other domestic or foreign office of such Lender (or of an Affiliate of such Lender) as such Lender may specify from time to time, by notice given pursuant to Section 10.4 , to the Agent and the Borrower as the office by which its Advances of such type are to be made and maintained.

“ Applicable Margin ” means:

(a) for LIBOR Advances,

(i) 3.50% for Tranche 1 Loans; and

(ii) 4.50% for Tranche 2 Loans; and

(b) for Base Rate Advances,

(i) 2.00% for Tranche 1 Loans; and

(ii) 3.00% for Tranche 2 Loans.

“ Applicable Termination Date ” means, for any Loan, the earlier of (a) (I) if such Loan is a Tranche 1 Loan, the Tranche 1 Termination Date, and (II) if such Loan is a Tranche 2 Loan, the Tranche 2 Termination Date, (b) the date on which the Borrower ceases to be a separate legal entity and an operating airline, including, without limitation,

the Final Delta Consolidation Date, and (c) the date on which the Aggregate Commitment Amount is reduced to zero or the Commitments are terminated, pursuant to Section 2.17 , Section 7.1 or otherwise.

“ Appraisal Report ” means an appraisal in form and substance reasonably satisfactory to the Agent and prepared by the Non-Real Estate Appraisers or the Real Estate Appraisers, as applicable, that certifies, at the time of determination, the Current Appraised Value of the applicable Collateral.

“ Appraised Collateral ” means Collateral that is Mortgaged Aircraft Collateral, Appraised FAA Slots, Spare Parts owned by the Borrower, Japanese Real Property Assets or any other individual asset that constitutes Collateral and is included in an Appraisal Report.

“ Appraised FAA Slots ” means FAA Slots that constitute “Collateral” as defined in the Slot and Gate Security Agreement and are included in an Appraisal Report.

“ Appraisers ” means the Non-Real Estate Appraisers and the Real Estate Appraisers.

“ Assigned Engine Lease ” has the meaning given in the NWA Aircraft Mortgage.

“ Bailee Letter ” means an agreement in form and substance reasonably satisfactory to the Agent executed by a Person who is or may from time to time be in possession of property of the Borrower, pursuant to which such Person, subject to exceptions reasonably acceptable to the Agent, (i) acknowledges the Agent’s Lien in such property and (ii) agrees that, upon notice from the Agent, such Person will dispose of such property only in accordance with the Agent’s directions.

“ Base Rate ” means, as of any date of determination, the greatest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, and (c) the Adjusted Daily LIBOR Rate in effect and reset each Business Day plus 2.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or the Adjusted Daily LIBOR Rate, as applicable.

“ Base Rate Advance ” means an Advance with respect to which the interest rate is determined by reference to the Base Rate.

“ Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.

“ Borrower ” has the meaning given in the preamble.

“ Borrowing Request ” means a request substantially in the form of Exhibit I hereto and executed by a Responsible Officer of the Borrower.

“ Business Day ” means any day (other than a Saturday, Sunday or legal holiday in the State of Minnesota or the State of New York) on which commercial banks are permitted to be open in Minneapolis, Minnesota and New York, New York; provided that, if any such day relates to a LIBOR Advance, the Adjusted LIBOR Rate or the Adjusted Daily LIBOR Rate, such day must also be a day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“ Cape Town Convention ” means the official English language texts of the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were signed in Cape Town, South Africa (together with the Regulations and Procedures issued by the Supervisory Authority for the International Registry and all other rules, amendments, supplements, modifications and revisions thereto), as in effect in any applicable jurisdiction and as the same may be amended from time to time.

“ Capital Lease Obligations ” means as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“ Cases ” means the voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York filed on September 14, 2005, by Holdings, the Borrower and certain other Affiliates and certain of the Borrower’s domestic Subsidiaries.

“ Cash Equivalent Securities ” means cash or:

(a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year or less after the date of issuance;

(b) certificates of deposit issued by U.S. Bank and maturing within one year or less after the date of issuance; or

“ Cash Liquidity ” means, at any time, the sum of (a) (I) unrestricted cash and cash equivalents of Holdings and its Subsidiaries at such time and (II) unrestricted short term investments of Holdings and its Subsidiaries at such time, excluding, however, in the case of both clause (I) and clause (II), any such cash, cash equivalents or short term investments on deposit or held in any of the Pledged Dual-Control Accounts, Excluded Accounts or Escrow Accounts, and (b) the Undrawn Facility Amount at such time.

“ Cash Liquidity Report ” means a report certified by a Responsible Officer of the Borrower substantially in the form of Exhibit D (with such changes as may be reasonably approved by the Agent).

“ Certificated Air Carrier ” means a Citizen of the United States holding a carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49, for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo.

“ Citicorp Credit Agreement ” means that certain Super Priority Debtor In Possession and Exit Credit and Guarantee Agreement, dated as of August 21, 2006, among Holdings, the Borrower, certain Affiliates thereof, the several banks and other financial institutions or entities from time to time parties thereto as lenders, Citicorp USA, Inc., as administrative agent, and certain other parties, as amended to date and as may be amended, restated, modified, supplemented or amended and restated from time to time

“ Citicorp Credit Agreement Obligations ” means “Obligations” under and as defined in the Citicorp Credit Agreement.

“ Citizen of the United States ” has the meaning provided in Section 40102(a)(15) of Title 49.

“ Class D Certificates ” has the meaning given in the Security Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means the property of the Borrower and the Guarantors, as applicable, upon which a Lien is purported to be created by any Security Document; provided that “Collateral” shall not include any such property Disposed of in accordance with the terms of Section 6.5 .

“ Collateral Coverage Shortfall Deposit ” has the meaning given in Section 6.1(c) .

“ Collateral Coverage Threshold ” means $625,000,000.

“ Collateral Event ” means, with respect to an item of Collateral, any of the events described below:

(a) with respect to any and all Appraised FAA Slots affected thereby, (i) the occurrence of any event, including the Borrower’s or any applicable Guarantor’s abandonment or failure to comply with any applicable Use or Lose Rule, that would allow the FAA, the DOT, any other Governmental Authority or any Airport Authority to withdraw, cancel, suspend or terminate the Borrower’s or such Guarantor’s authority to hold or use any of the Appraised FAA Slots at any one airport, or (ii) any withdrawal, retirement, reallocation, re-characterization or revision thereof by the FAA, the DOT, any other Governmental Authority or any Airport Authority (A) in connection with or as a consequence of the merger, as contemplated by the Merger Agreement, of the Borrower and Delta (including the Initial Delta Merger), or (B) pursuant to or as a consequence of any regulatory changes (including, without limitation, the issuance, effectiveness or implementation of 14 C.F.R. Part 93 Subpart C), or any judicial or administrative determination in any petition, action or proceeding (with the resulting appraisal under Section 5.6(c) , in the case of clause (i) or clause (ii), being an appraisal of the Appraised FAA Slots at such airport);

(b) the failure of any material assumption contained in any Appraisal Report or Collateral Report or otherwise bearing on the Current Appraised Value of any Eligible Collateral from time to time to be true, except to the extent such failure would not reasonably be expected to affect in a materially adverse manner the Current Appraised Value of the applicable Appraised Collateral, or the value assigned to the applicable Collateral in such Collateral Report or otherwise, as applicable, in each case as determined by the Agent or the Required Lenders; or

(c) without limiting the generality of clause (b) above, (i) any failure of the Borrower or any applicable Guarantor to maintain insurance in accordance with the provisions of this Agreement or any Security Document with respect to such item of Collateral, and (ii) any Event of Loss with respect to such item of Collateral.

“ Collateral Report ” means a report certified by a Responsible Officer of the Borrower substantially in the form of Exhibit B (with such changes as may be reasonably approved by the Agent).

“ Collateralization Requirements ” means the covenant set forth in Section 6.1(c) and the Deposit Requirement.

“ Commitment ” means, with respect to a Lender, the agreement of such Lender to make Loans to the Borrower in an aggregate principal amount outstanding at any time not to exceed such Lender’s Commitment Amount (or, if the term “Commitment” is used specifically in respect of Tranche 1 Loans or Tranche 2 Loans, a portion thereof equal to such Lender’s Tranche 1 Commitment Amount or Tranche 2 Commitment Amount,

respectively) upon the terms and subject to the conditions and limitations of this Agreement.

“ Commitment Amount ” means, with respect to a Lender, the sum of (a) such Lender’s Tranche 1 Commitment Amount and (b) such Lender’s Tranche 2 Commitment Amount (to the extent that such Lender has any such Commitment).

“ Commitment Fees ” has the meaning specified in Section 2.18(b) .

“ Commonly Controlled Entity ” means an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compass ” has the meaning given in the preamble.

“ Compass Aircraft Mortgage ” means that certain Equipment Mortgage and Security Agreement dated as of the date hereof, between Compass and the Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time, including by way of any Mortgage Supplement (as defined therein).

“ Compliance Certificate ” means a certificate of a Responsible Officer of the Borrower substantially in the form of Exhibit C (with such changes as may be reasonably approved by the Agent).

“ Consolidated EBITDAR ” means for any period, without duplication, the consolidated operating income of Holdings and its Subsidiaries for such period (calculated on a consolidated basis in accordance with GAAP and in a manner consistent with the consolidated financial statements of Holdings and its Subsidiaries for the preceding periods plus (i) consolidated aircraft operating rental expenses of Holdings and its Subsidiaries that were deducted in arriving at the amount of such consolidated operating income for such period (excluding total consolidated aircraft operating rental income received by Holdings and/or its Subsidiaries during such period under leases with non-consolidated third-party operators to the extent such income was excluded from Consolidated Fixed Charges for such period) plus (ii) amortization and depreciation that were deducted in arriving at the amount of such consolidated operating income for such period plus (iii) interest income of Holdings and its Subsidiaries during such period plus (iv) all government reimbursements in cash for losses incurred as a result of developments affecting the aviation industry (including, without limitation, terrorist acts and epidemic diseases) plus (v) any non-recurring non-cash charges of Holdings and its Subsidiaries recorded during such period (excluding any such charge incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period), all as determined on a consolidated basis in accordance with GAAP; plus (vi) cash or non-cash non-recurring charges resulting from the Borrower’s fleet restructuring during the Cases and professional fees and other direct bankruptcy costs related to the Cases, provided, however, that cash payments made in such period or in any future period in respect of such noncash charges (excluding any such charge incurred

in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted in calculating Consolidated EBITDAR in the period when such payments are made, and provided further that Consolidated EBITDAR shall be calculated without giving effect to any acceleration of flight equipment rental expense after August 21, 2006 required as a result of the Borrower’s decision to remove an aircraft or aircraft class from the operating fleet of the Borrower.

“ Consolidated Fixed Charges ” means for any period, the total consolidated interest expense (excluding (x) fees and expenses incurred in connection with the Second Amendment, dated as of April 30, 2008, to the Citicorp Credit Agreement, and the Third Amendment, dated as of September 15, 2008, to the Citicorp Credit Agreement and (y) non-cash merger-related adjustments incurred in connection with the Initial Delta Merger) of Holdings and its Subsidiaries for such period (calculated without regard to any limitations on the payment thereof) plus, without duplication, that portion of Capital Lease Obligations of Holdings and its Subsidiaries representing the interest factor for such period, plus (i) the total consolidated aircraft operating rental expenses of Holdings and its Subsidiaries for such period less (ii) the total consolidated aircraft operating rental income received by Holdings and/or its Subsidiaries during such period under leases with non-consolidated third-party operators but only if, in the case of any such lease, such rental income was received at a time when the applicable non-consolidated third-party operator was not in default in the payment of any obligation due and owing under such lease which remains uncured, all as determined on a consolidated basis in accordance with GAAP, provided that Consolidated Fixed Charges shall be calculated without giving effect to any acceleration of flight equipment rental expense required as a result of the Borrower’s decision to remove an aircraft or aircraft class from the operating fleet of the Borrower.

“ Contingent Obligations ” means, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“ primary obligations ”) of any other Person (other than Holdings or any of its Subsidiaries) (the “ primary obligor ”), in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof, provided, however , that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or; if less, the maximum amount of such-primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the

maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Currency Exchange Rate Protection Agreement ” means any foreign currency exchange agreement, currency swap agreement or other similar agreement or arrangement entered into for the purpose of hedging foreign currency risk.

“ Current Appraised Value ” means, at any time, an amount expressed in U.S. Dollars equal to:

(a) in the case of Appraised Collateral other than Spare Parts and Japanese Real Property Assets, the fair market value thereof as reflected in the most recent Appraisal Report obtained in respect of such Collateral in accordance with this Agreement and delivered to the Agent, so long as such Appraisal Report was certified and delivered not more than one year prior to such time (provided, however, that in the case of any Aircraft that has been Parked for a period of more than thirty (30) days, such Appraisal Report shall have been certified and delivered after such 30-day period with respect to such Aircraft);

(b) (i) in the case of Spare Parts owned by the Borrower, the aggregate of the values for each Spare Part stock number by category (airframe, avionics or engine parts, as applicable) calculated as the product of (A) the then current book value for each such stock number and (B) a fraction, the numerator of which is the fair market value for such stock number (as reported in the applicable Appraisal Report) and the denominator of which is the book value for such stock number (as reported in the applicable Appraisal Report), and (ii) in the case of Spare Parts owned by Compass or Mesaba, the book value thereof as reflected in the financial statements most recently delivered to the Agent under Section 5.1 ;

(c) in the case of Aircraft Fuel, the applicable amount thereof, in gallons, reflected in the Borrower’s consolidated financial statements and reported in the applicable Collateral Report as of the end of the most recently-ended calendar month as being owned by the Borrower at the fifteen locations in the United States with the highest volumes of Aircraft Fuel owned thereby, multiplied by the price per gallon in U.S. Dollars of jet fuel published under the heading “Spot Price Assessments: U.S. Gulf Coast: Pipeline: Jet Kerosene” in the issue of Platt’s Oilgram (or such other source as the Agent may in its reasonable discretion select) that reports prices effective on the last day of such month or, if such day is not a Business Day, the immediately preceding Business Day;

(d) in the case of Japanese Real Property Assets, the net book value thereof as reported in the Borrower’s consolidated financial statements as of the end of the most recently-ended calendar month;

(e) in the case of the Class D Certificates, the lesser of (i) $38,000,000 and (ii) an amount otherwise determined in accordance herewith; and

(f) in the case of other Eligible Collateral, the value determined in accordance herewith and most recently reported by the Borrower in a Collateral Report,

each such value or amount in the case of clauses (b) through (f) referred to in this definition to be (x) determined in a manner reasonably satisfactory to the Agent and (y) subject to reserves and other criteria established from time to time by the Agent in its commercially reasonable discretion; provided, however, that if at any time (A) an Event of Loss or any other Collateral Event occurs with respect to any Collateral, (B) the Agent requests a new Appraisal Report or Collateral Report in respect of any Collateral pursuant to Section 5.6(c) and the Borrower does not deliver such Appraisal Report or Collateral Report, as applicable, within a reasonable time after such request, or (C) any Collateral is not, or for any reason ceases, to be Eligible Collateral, the “Current Appraised Value” of such Collateral shall be zero.

“ Daily LIBOR Rate ” means, with respect to any date of determination, the average offered rate for deposits in United States Dollars on such date for an assumed interest period of one month, which appears on Reuters Screen, LIBOR01 Page, or any successor thereto, as of 11:00 a.m. London time (or such other time as of which such rate appears), or the rate for such deposits determined by the Agent at such time based on such other published service of general application as shall be selected by the Agent for such purpose.

“ Default ” means an event that, with the giving of notice (whether such notice is required under Section 7.1 , or under some other provision of this Agreement, or otherwise) or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” means, at any time, any Lender that, at such time (a) has failed to make a Loan or any Advance thereunder required pursuant to the terms of this Agreement, (b) has failed to pay to the Agent or any Lender any amount owed by such Lender pursuant to the terms of this Agreement, (c) has repudiated its Commitment or any portion thereof, or (d) has been deemed insolvent or has become subject to a bankruptcy, receivership or insolvency proceeding, or to a receiver, trustee or similar official.

“ Delta ” means Delta Air Lines, Inc., a Delaware corporation.

“ Delta-JPMCB Agreement ” means that certain First Lien Revolving Credit and Guaranty Agreement dated as of April 30, 2007 among Delta, the subsidiaries of Delta party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto, as the same may be amended, restated, modified, supplemented, extended, refinanced or amended and restated from time to time.

“ Delta-JPMCB Obligations ” means the “First Priority Obligations” as defined in the Delta-JPMCB Agreement.

“ Delta-GSCP Agreement ” means that certain Second Lien Term Loan and Guaranty Agreement dated as of April 30, 2007 among Delta, the subsidiaries of Delta party thereto, the lenders party thereto, Goldman Sachs Credit Partners L.P., as administrative agent and collateral agent, and the other agents party thereto, as the same may be amended, restated, modified, supplemented, extended, refinanced or amended and restated from time to time.

“ Delta-GSCP Obligations ” means the “Second Priority Obligations” as defined in the Delta-GSCPAgreement.

“ Delta Obligations ” means the Delta-JPMCB Obligations and the Delta-GSCP Obligations, collectively.

“ Deposit Requirement ” has the meaning given in Section 2.10(a) .

“ Dispose ” means, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (whether voluntary or involuntary, but excluding, however, the creation or imposition of any Lien). The terms “ Dispose ”, “ Disposition ” and “ Disposed of ” have correlative meanings.

“ DOT ” means the United States Department of Transportation and any successor thereto.

“ Effective Date ” means October 29, 2008.

“ Eligible Collateral ” means Collateral constituting (a) Receivables, Flight Simulators, Mortgaged Aircraft Collateral, other Equipment, Appraised FAA Slots, Japanese Real Property Assets, Aircraft Fuel, the Class D Certificates and any Collateral Coverage Shortfall Deposits on deposit in the Specified Investment Account, and (b) additional assets as to which each of the requirements set forth in Section 5.15 has been satisfied, in the case of both clause (a) and clause (b) solely (i) to the extent owned or held by the Borrower or a Guarantor and on which the Agent has a valid and perfected first priority Lien (subject to Permitted Liens but no other Liens) for the benefit of the Secured Creditors and (ii) as to which no Collateral Event has occurred and is continuing; provided, however, that none of the following shall constitute “Eligible Collateral”: (w) any Receivable that does not constitute a “non-traffic trade receivable” as reflected in the Borrower’s most recent consolidated financial statements, or is 90 or more days past due, or (x) any Aircraft Fuel that is in the possession of a Person that has not delivered to the Agent a Bailee Letter, or (y) any Equipment subject to a title registration statute that is not registered pursuant to such statute or, if so registered, as to which the Agent is not noted on the certificate of title therefor issued by the applicable Governmental Authority or such certificate or title has been issued thereby but has not been delivered to the Agent or its designee, or (z) any assets described in clause (b) of this definition, until

the 91st day after the date on which all the requirements of clauses (a) and (b) of the final sentence of Section 5.15 have been satisfied in respect of such assets.

“ Environmental Laws ” means any and all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, natural resource damage, costs of environmental investigation, remediation or monitoring, administrative oversight, costs, fines or penalties), resulting from or based upon (a) violation of any Environmental Law or requirement of any Airport Authority relating to environmental matters, (b) the generation, use, handling, transportation, storage, treatment, disposal or the arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement, lease or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permits ” means any and all permits, licenses, approvals, registrations, notifications, exemptions and any other authorization issued pursuant to or required under any Environmental Law or by any Airport Authority with respect to environmental matters.

“ Equipment ” has the meaning given in the Security Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means each trade or business (whether or not incorporated) that together with Holdings or any of its Subsidiaries would be deemed to be a “single employer” within the meaning of Section 414(b), (c) or (o) of the Code.

“ Escrow Accounts ” means accounts of the Borrower or any Guarantor, solely to the extent any such accounts hold funds set aside by the Borrower or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by the Borrower or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and charges incurred in connection with airport security and screenings and any other security related charges that may be imposed on the Borrower or any Guarantor, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, workman’s or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes,

fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to any Airport Authority, Foreign Aviation Authority, the Department of Homeland Security, the FAA or any other federal, state or local administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law), (f) fees, charges and disbursements payable to any Airport Authority and (g) other funds held in trust for an identified beneficiary in an aggregate amount pursuant to this clause (g) not to exceed $10,000,000; in each case, held in escrow accounts, trust funds or other segregated accounts, plus accrued interest.

“ Event of Default ” means any of the events specified in Section 7.1(a) through (j) , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Event of Loss ” means, with respect to any Collateral, any of the following: (a) any material loss, destruction or damage of such Collateral or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Collateral, or confiscation of such Collateral or the requisition of the use of such Collateral, and with respect to Mortgaged Aircraft Collateral, shall include (in addition to any such loss, destruction, damage, condemnation, seizure, taking, confiscation or requisition) any “Event of Loss” as such term is defined in the applicable Aircraft Mortgage.

“ Excluded Account ” means each deposit account, sweep account linked thereto and other securities account listed on Schedule 1.1-E hereto.

“ FAA ” shall mean the Federal Aviation Administration of the United States of America and any successor thereto.

“ FAA Slots ” means all “slots” as defined in 14 CFR Sections 93.36 and 93.213(a)(2), as may be amended or re-codified from time to time, in each case of the Borrower and, if applicable, any other Guarantor, now held or hereafter acquired (other than “slots” that have been permanently allocated to another air carrier and in which the Borrower and, if applicable, any Guarantor holds temporary use rights).

“ Facility ” means the Commitments and the extensions of credit made thereunder.

“ Federal Funds Rate ” means, for any period of determination, a fluctuating interest rate per annum (based on a 360 day year) equal for each day during such period to the weighted average of the rates of interest charged on overnight federal funds transactions, with member banks of the Federal Reserve System only, as reasonably determined by the Agent.

“ Fee Letter ” means that certain letter agreement between the Borrower and the Agent, dated October 29, 2008, concerning certain fees payable to the Agent.

“ Field Audit ” means one or more field examinations conducted by a Field Auditor of the Borrower’s or the Guarantors’ accounts receivable and books and records related thereto and all tangible Collateral, the results of which are reasonably satisfactory to the Agent in all respects.

“ Field Auditor ” shall mean the Agent or its Affiliates, appraisers or other advisors who may be retained by the Agent to conduct a Field Audit.

“ Final Delta Consolidation Date ” shall mean the date on which the Borrower is merged with and into Delta.

“ Flight Equipment ” means aircraft, airframes or engines and all parts incorporated or installed in or attached or made a part of the aircraft, airframes or engines.

“ Flight Simulators ” has the meaning given in the Security Agreement.

“ Foreign Aviation Authorities ” means any foreign governmental, quasi-governmental, regulatory or other agencies, public corporations or private entities that exercise jurisdiction over the authorization (a) to serve any foreign point on each of the Routes and/or to conduct operations related to foreign points on the Routes and Supporting Route Facilities and/or (b) to hold and operate any Foreign Slots.

“ Foreign Slot ” means all of the rights and operational authority, now held or hereafter acquired, of the Borrower and, if applicable, a Guarantor, to conduct one landing or takeoff at a specific time or in a specific time period on a specific day of the week at each non-U.S. airport served in conjunction with the Borrower’s, or, if applicable, a Guarantor’s operations over a Route, other than “slots” which have been permanently allocated to another air carrier and in which the Borrower and, if applicable, any Guarantor, hold temporary use rights.

“ Fuel Hedging Agreement ” means any swap, collars, forward, future or derivative transactions or options or similar agreements or arrangements involving, or settled by reference to, fuel commodities.

“ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

“ Gate Interests ” means all of the right, title, privilege, interest, and authority now or hereafter acquired or held by the Borrower or, if applicable, a Guarantor in connection with the right to use or occupy holdroom and passenger boarding and deplaning space in any airport terminal located in the United States at which the Borrower conducts scheduled operations.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities

exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Guaranty ” means the guaranty set forth in Article VIII .

“ Guarantor ” and “ Guarantors ” each have the meaning given in the preamble (and such terms include any Person that joins this Agreement as a Guarantor pursuant to Section 5.15 ).

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature that are regulated pursuant to, or could reasonably be expected to give rise to liability under, any Environmental Law.

“ Hedging Obligations ” means, as to any Person, all obligations and liabilities of such Person under any Interest Rate Protection Agreement, Fuel Hedging Agreement or Currency Exchange Rate Protection Agreement, which are payable upon the termination of such agreement.

“ Holdings ” has the meaning given in the preamble.

“ Immediately Available Funds ” means funds with good value on the day and in the city in which payment is received, in each case in United States Dollars.

“ Indebtedness ” means as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services but excluding trade accounts payable and accrued expenses incurred in the ordinary course of business, (ii) the maximum amount available to be drawn under all letters of credit issued for the account of such Person and all unpaid drawings in respect of such letters of credit, (iii) all Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person (to the extent of the value of the respective property), (iv) Capital Lease Obligations, (v) all obligations of such person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e. take-or-pay and similar obligations, (vi) all Contingent Obligations of such Person and (vii) all Hedging Obligations under any Interest Rate Protection Agreement or any Currency Exchange Rate Protection Agreement.

“ Initial Delta Merger ” means the merger of Nautilus Merger Corporation with and into Holdings (which shall result in Holdings’ becoming a Subsidiary of Delta) as contemplated by and pursuant to the Merger Agreement.

“ Initial Delta Merger Date ” means the date on which the Initial Delta Merger occurs.

“ Intellectual Property ” means, collectively, all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Period ” means, with respect to each LIBOR Advance, the period commencing on the date of such Advance or on the last day of the immediately preceding Interest Period, if any, applicable to an outstanding Advance and ending one, two or three months thereafter, as the Borrower may elect in the applicable notice of borrowing, continuation or conversion; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(c) any Interest Period applicable to an Advance on a Loan that would otherwise end after a date that is an Applicable Termination Date in respect of any Loan shall end on such Applicable Termination Date.

“ Interest Rate Protection Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“ International Registry ” means “International Registry” as defined in the Cape Town Convention.

“ Investments ” has the meaning given in Section 6.10 .

“ Japanese Insurance Pledge Agreement ” means that certain Insurance Claims Pledge Agreement, dated on or about the date hereof, from the Borrower to the Agent and the Lenders, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Japanese Real Property Mortgage ” means one or more mortgages, deeds of trust or equivalent documents in respect of the Japanese Real Property Assets securing the Obligations, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Japanese Real Property Assets ” means those certain parcels of real property owned by the Borrower and described in Schedule 1.1-A (as may be amended from time to time with the consent of the Agent), together with, in each case, all buildings, improvements, facilities, easements and other property and rights incidental or appurtenant to the ownership of such parcel of real property (including all collateral described in the applicable Japanese Real Property Mortgage and/or the Japanese Insurance Pledge Agreement).

“ LAX Two ” means LAX TWO CORP., a non-profit California mutual benefit corporation.

“ Lender ” and “ Lenders ” each have the meaning given in the preamble.

“ Letter of Credit ” means an irrevocable letter of credit issued by the Agent pursuant to this Agreement for the account of the Borrower.

“ Letter of Credit Collateral Account ” means account no. 410000798 maintained by the Borrower with U.S. Bank captioned “NWA Letter of Credit Collateral Account”, as such account may be re-numbered or re-captioned from time to time, all sub-accounts of such account, and any duplicate, corollary or replacement account of such account, which in all events shall be a restricted account subject to an Account Control Agreement and a Safekeeping Agreement and pledged to the Agent pursuant to the Security Agreement to secure the Obligations.

“ Letter of Credit Collateralization Amount ” means, in respect of any Letter of Credit requested by the Borrower or issued by the Letter of Credit Issuer hereunder, an amount equal to 103% of the maximum amount that would be available to be drawn under such Letter of Credit if issued or is available to be drawn under an issued Letter of Credit, as applicable, as the same shall be reduced, if applicable, from time to time in accordance with the terms of the applicable Letter of Credit.

“ Letter of Credit Collateralization Requirement ” has the meaning given in Section 2.13 .

“ Letter of Credit Exposure ” means the sum of (a) the aggregate remaining available amount of all issued and outstanding Letters of Credit and (b) Unpaid Drawings.

“ Letter of Credit Issuer ” means U.S. Bank National Association.

“ Letter of Credit Sub-Limit ” means $50,000,000.

“ LIBOR Advance ” means an Advance designated as such in a notice of borrowing under Section 2.2 or a notice of continuation or conversion under Section 2.6 , which Advance shall have an interest period of one, two or three months.

“ LIBOR Rate ” means, with respect to each Interest Period applicable to a LIBOR Advance, the average offered rate for deposits in United States Dollars for delivery of such deposits on the first day of such Interest Period, for the number of days in such Interest Period, which appears on Reuters Screen, LIBOR01 Page, or any successor thereto, as of 11:00 a.m. London time (or such other time as of which such rate appears) two Business Days prior to the first day of such Interest Period, or the rate for such deposits determined by the Agent at such time based on such other published service of general application as shall be selected by the Agent for such purpose; provided, however, that in lieu of determining the rate in the foregoing manner, the Agent may determine the rate based on rates at which United States Dollar deposits are offered to the Agent in the interbank Eurodollar market at such time for delivery in Immediately Available Funds on the first day of such Interest Period in an amount approximately equal to the Advance by the Agent to which such Interest Period is to apply.

“ LIBOR Reserve Percentage ” means, as of any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board, for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System, with deposits comparable in amount to those held by the Agent, in respect of “Eurocurrency Liabilities” as such term is defined in Regulation D of the Board. The rate of interest applicable to any outstanding LIBOR Advances shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Loan ” and “ Loans ” each have the meaning given in Section 2.1 .

“ Loan Date ” means the date of the making of any Loans hereunder.

“ Loan Documents ” means this Agreement, the Notes and each Security Document.

“ Material Adverse Effect ” means a material adverse effect on the financial condition or results of operations of the Borrower, the Guarantors and their Subsidiaries taken as a whole.

“ Merger Agreement ” means that certain Agreement and Plan of Merger dated as of April 14, 2008, by and among Delta, Nautilus Merger Corporation and Holdings, as the same may be amended, restated, modified, supplemented or amended and restated from time to time.

“ Mesaba ” has the meaning given in the preamble.

“ Mesaba Aircraft Mortgage ” means that certain Equipment Mortgage and Security Agreement dated as of the date hereof, between Mesaba and the Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time, including by way of any Mortgage Supplement (as defined therein).

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgaged Aircraft Collateral ” shall mean all of the “Collateral”, as defined in any of the Aircraft Mortgages.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA with respect to which the Borrower or any of its ERISA Affiliates is an “employer” as defined in Section 3(5) of ERISA.

“ Non-Real Estate Appraisers ” means (a) Simat, Helliesen & Eichner, Inc., (b) BK Associates, Inc. and (c) Morton, Beyer & Agnew, and such other appraisal firm or firms as may be retained by the Agent, in consultation with the Borrower, from time to time.

“ Note ” means a promissory note of the Borrower in the form of Exhibit E hereto, in each case as the same may be amended, restated, replaced or modified from time to time.

“ NWA Aircraft Mortgage ” means that certain Equipment Mortgage and Security Agreement dated as of the date hereof, between the Borrower and the Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time, including by way of any Mortgage Supplement (as defined therein).

“ Obligations ” means the Borrower’s and each Guarantor’s obligations in respect of the due and punctual payment of principal and interest on the Loans and Unpaid Drawings when and as due, whether by acceleration or otherwise and all fees, expenses, indemnities, reimbursements and other obligations of the Borrower and each Guarantor under this Agreement or any other Loan Document (including all interest, fees, costs and other charges accruing after the commencement of any case, proceeding or other action relating to the bankruptcy insolvency or reorganization of the Borrower or any Guarantor, whether or not allowed in such proceeding or other action), in all cases whether now existing or hereafter arising or incurred and whether direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several, and including, without limitation, any Letter of Credit Exposure.

“ Officer’s Certificate ” means, with respect to the Borrower or any Guarantor, a certificate executed by a Responsible Officer of such Person in his/her capacity as such.

“ One-Month LIBOR Advance ” means a LIBOR Advance with an Interest Period of one month.

“ Parked ” means, as to any Aircraft, that such Aircraft has been removed from service, other than (a) Aircraft temporarily grounded for maintenance being actively conducted and (b) Aircraft that are included as part of a long-term FAA approved storage plan.

“ Payroll Accounts ” means deposit accounts used only for payroll.

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Pension Plan ” means any plan (other than a Multiemployer Plan) described in Section 4021(a) of ERISA, and not excluded pursuant to Section 4021(b) of ERISA, with respect to which the Borrower or any Guarantor or any of such Person’s ERISA Affiliates is a “contributing sponsor” as defined in Section 4001(a)(l3) of ERISA and each such plan for the five year period immediately following the last date on which the Borrower or any of its ERISA Affiliates contributed or had an obligation to contribute to such plan.

“ Percentage ” means, with respect to any Lender, the percentage equivalent of a fraction, the numerator of which is the Commitment Amount of such Lender and the denominator of which is the Aggregate Commitment Amount.

“ Permitted Liens ” has the meaning given in Section 6.3 .

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Petty Cash Accounts ” means deposit or securities accounts of the Borrower and Guarantors holding aggregate balances in an amount not to exceed $15,000,000 at any time.

“ Pledged Account ” means each deposit account, sweep account linked thereto and other securities account (not including any Escrow Account, Petty Cash Account or Payroll Account or any account described in Schedule 1.1-B hereto that, prior to the Effective Date, was pledged to secure obligations or liabilities of the Borrower or any Guarantor or any of their Subsidiaries that do not arise under the Loan Documents) from time to time owned by the Borrower or a Guarantor or any of their respective Subsidiaries and located in the United States, including, without limitation each of the Pledged Exclusive-Control Accounts and each of the Pledged Dual-Control Accounts.

“ Pledged Cash ” means, at a specified time, the value of deposit accounts, sweep accounts linked thereto and other securities accounts, other than the Pledged Dual-Control Accounts, owned by the Borrower and the Guarantors in which, in each case, the Agent has a perfected first priority security interest securing the Obligations.

“ Pledged Dual-Control Accounts ” means each deposit account, sweep account linked thereto and other securities account listed on Schedule 1.1-C hereto.

“ Pledged Exclusive-Control Accounts ” means each deposit account, sweep account linked thereto and other securities account listed on Schedule 1.1- D hereto.

“ Prime Rate ” means the rate of interest from time to time publicly announced by the Agent as its “prime rate”. The Agent may lend to its customers at rates that are at, above or below the Prime Rate. Such rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. U.S. Bank or any other Lender may make commercial or other loans at, above or below such rate.

“ Rating Agency ” means S&P or Moody’s, as the case may be.

“ Real Estate Appraisers ” means HIRO & REAS Network, Inc. and such other appraisal firm or firms as may be retained by the Agent, in consultation with the Borrower, from time to time.

“ Receivables ” has the meaning given in the Security Agreement.

“ Regulatory Change ” means any change after the Effective Date in federal, state or foreign laws or regulations or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including any Lender under any federal, state or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing into the indoor or outdoor environment (including the abandonment or discarding of barrels, containers and other closed receptacles containing any hazardous substance or pollutant or contaminant).

“ Replaced Lender ” has the meaning set forth in Section 2.29 .

“ Replacement Lender ” has the meaning set forth in Section 2.29 .

“ Required Lenders ” means, at any time, (i) in respect of matters affecting only the Tranche 2 Commitments or the Tranche 2 Loans, the holder or all of the holders of the Tranche 2 Commitments or the Tranche 2 Loans, and (ii) in respect of other matters, one or more Lenders the sum of whose Commitment Amounts constitutes 50% or more of the Aggregate Commitment Amount, unless any Lender has a Commitment Amount equal to 50% or more of the Aggregate Commitment Amount, in which case “Required Lenders” means one or more Lenders the sum of whose Commitment Amounts constitutes more than 66 2/3 % of the Aggregate Commitment Amount, and unless any Lender has a Commitment Amount equal to more than 66 2/3 % thereof, in which case “Required Lenders” means the Lender with the largest Commitment Amount plus one other Lender; provided, however, that (i) for purposes of this definition, “Lender” shall be deemed to exclude any Defaulting Lender and “Aggregate Commitment Amount” shall be deemed to exclude the Commitment Amount of any Defaulting Lender and (ii) after each of the

Applicable Termination Dates has been reached, all the references in the foregoing definition to Commitments shall be deemed to be references to the Total Outstandings.

“ Requirement of Law ” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means, as to any Person, the chief executive officer, president, chief financial officer, treasurer or chief accounting officer of such Person, but in any event, with respect to financial matters, the chief financial officer, treasurer or chief accounting officer of such Person.

“ Restricted Payments ” has the meaning given in Section 6.6 .

“ Routes ” means the routes for which the Borrower or, if applicable, a Guarantor, holds or hereafter acquires the requisite authority to operate pursuant to Title 49 or other applicable law, including, without limitation, applicable frequencies, exemption and certificate authorities, Fifth-Freedom Rights and “behind/beyond rights”.

“ S&P ” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies.

“ Safekeeping Agreement ” means an agreement between the Borrower and U.S. Bank in respect of an account maintained with U.S. Bank.

“ SEC ” means the Securities and Exchange Commission.

“ Secured Creditors ” means the Agent, the Lenders and the Letter of Credit Issuer.

“ Security Agreement ” means the Security Agreement dated as of the date hereof, executed and delivered by the Borrower and certain Guarantors in favor of the Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Security Documents ” means the Security Agreement, the Slot and Gate Security Agreement, the Japanese Real Property Mortgage, the Japanese Insurance Pledge Agreement, the Aircraft Mortgages, and any other document or instrument made by any Person in favor of any of the Secured Creditors or the Agent for the benefit of the Secured Creditors to secure or guaranty all or any portion of the Obligations.

“ Significant Subsidiary ” means any Subsidiary that would be a “significant subsidiary” of the Borrower or any Guarantor within the meaning of the SEC’s Regulation S-X.

“ Slot and Gate Security Agreement ” means the Slot and Gate Security Agreement dated as of the date hereof, executed and delivered by the Borrower in favor of the Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Spare Parts ” means “Spare Parts”, as defined in any of the Aircraft Mortgages.

“ Spare Parts Locations ” means, with respect to the Borrower, Compass and Mesaba, “Designated Locations”, as such term is defined in the NWA Aircraft Mortgage, the Compass Aircraft Mortgage or the Mesaba Aircraft Mortgage, as applicable.

“ Specified Investment Account ” means account no. 410000797 maintained by the Borrower with U.S. Bank captioned “NWA Specified Investment Account”, as such account may be re-numbered or re-captioned from time to time, all sub-accounts of such account, and any duplicate, corollary or replacement account of such account, which in all events shall be a restricted account subject to an Account Control Agreement and a Safekeeping Agreement and pledged to the Agent pursuant to the Security Agreement to secure the Obligations.

“ Subsidiary ” means (i) any corporation more than 50% of whose stock having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time; provided, however, that (a) LAX Two and its Subsidiaries shall be deemed not to be Subsidiaries of Holdings or any of its Subsidiaries for all purposes of this Agreement (including the calculation of the financial covenants and the definitions relating thereto) and the other Loan Documents.

“ Supporting Route Facilities ” means gates, ticket counters and other facilities assigned, allocated, leased, or made available to the Borrower at airports used in the operation of scheduled service over a Route.

“ Termination Event ” means a “reportable event” described in Section 4043 of ERISA or in the regulations thereunder (excluding events for which the requirement for notice of such reportable event has been waived by the PBGC).

“ Three-Month LIBOR Advance ” means a LIBOR Advance with an Interest Period of three months.

“ Title 49 ” means Title 49 of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.

“ Total Outstandings ” means, as of any date of determination, the aggregate unpaid principal balance of the Loans outstanding on such date.

“ Tranche 1 Commitment ” means each Lender’s Commitment in respect of Tranche 1 Loans.

“ Tranche 2 Commitment ” means each Lender’s Commitment in respect of Tranche 2 Loans.

“ Tranche 1 Commitment Amount ” means, with respect to a Lender, initially the amount set forth opposite such Lender’s name on Exhibit A in the column entitled “Tranche 1 Commitment Amount”, but as the same may be reduced from time to time hereunder, pursuant to Sections 2.9 , 2.17 , 7.2 or otherwise.

“ Tranche 2 Commitment Amount ” means, with respect to a Lender, initially the amount (if any) set forth opposite such Lender’s name on Exhibit A in the column entitled “Tranche 2 Commitment Amounts”, but as the same may be reduced from time to time hereunder, pursuant Sections 2.9 , 2.17 , 7.2 or otherwise.

“ Tranche 1 Loans ” means Loans made pursuant to the Tranche 1 Commitments.

“ Tranche 2 Loans ” means Loans made pursuant to the Tranche 2 Commitments.

“ Tranche 1 Termination Date ” means October 28, 2009.

“ Tranche 2 Termination Date ” means October 28, 2011.

“ Tranches ” means the Tranche 1 Commitments and the Tranche 2 Commitments.

“ Two-Month LIBOR Advance ” means a LIBOR Advance with an Interest Period of two months.

“ Undrawn Facility Amount ” means, at any time, the aggregate amount of the Unused Commitments.

“ United States ” or “ U.S. ” means the United States of America.

“ Unpaid Drawing ” has the meaning specified in Section 2.15 .

“ Unused Commitment ” means, with respect to any Lender as of any date of determination, the amount by which such Lender’s Commitment Amount exceeds such Lender’s Percentage of the Total Outstandings as of such date.

“ U.S. Bank ” has the meaning given in the preamble.

“ Use or Lose Rule ” means, with respect to the Slots, the terms of 14 C.F.R. Sections 93.44 and 93.227.

Section 1.2 Accounting Terms and Calculations . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof, including as a result of fresh start accounting principles, on the operation of such provision (or if the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, including as a result of fresh start accounting principles, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Section 1.3 Computation of Time Periods . In this Agreement, in the computation of a period of time from a specified date to a later specified date, unless otherwise stated the word “from” means “from and including” and the word “to” or “until” each means “to but excluding”.

Section 1.4 Times of Day . All references to times of day in this Agreement shall be references to Minneapolis, Minnesota time unless otherwise specifically provided.

Section 1.5 Other Definitional Terms . The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections, Exhibits, schedules and like references are to this Agreement unless otherwise expressly provided and shall be deemed to include any modification, amendment or restatement of the same. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or.” The singular includes the plural and the plural, the singular unless the context otherwise clearly requires. All incorporations by reference of covenants, terms, definitions or other provisions from other agreements are incorporated into this Agreement as if such provisions were fully set forth herein, and such incorporation shall include all necessary definitions and related provisions from such other agreements but including only amendments thereto agreed to by the Required Lenders (or, if the consent of all of the Lenders to such amendments is required by Section 10.1 , all of the Lenders), and shall survive any termination of such other agreements until such time as no Commitment or obligation to issue Letters of Credit hereunder is in effect, the Notes and all of the other Obligations have been paid in full and no Letters of Credit remain outstanding.

ARTICLE II

CREDIT FACILITY

Terms of Lending

Section 2.1 Lending Commitments . On the terms and subject to the conditions hereof, each Lender severally agrees to make loans (each a “ Loan ” and collectively, “ Loans ”) to the Borrower from time to time during the period from the Effective Date to the Applicable Termination Date, in an aggregate amount at any time outstanding not to exceed such Lender’s Percentage of the Aggregate Commitment Amount (and in no event exceeding such Lender’s Commitment Amount). Loans hereunder shall be made by the several Lenders ratably in the proportion of their respective Percentages. Loans may be obtained and maintained, at the election of the Borrower but subject to the limitations hereof, as LIBOR Advances or Base Rate Advances.

Section 2.2 Procedures for Loans . Any request by the Borrower for a Loan shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing or by e-mail or fax, and must be given so as to be received by the Agent not later than (i) 1:00 p.m. on a Business Day that is three Business Days prior to the date of any Loan requested as a LIBOR Advance or (ii) 1:00 p.m. on a Business Day that is the date of any Loan requested as a Base Rate Advance. Each request for Loans hereunder shall include a Borrowing Request and shall specify (i) the requested Loan Date, (ii) the aggregate amount of Loans to be made on such date, and (iii) whether such Loans are to be funded as LIBOR Advances (and, if so, whether the duration of the initial Interest Rate applicable thereto is to be one month, two months or three months) or as Base Rate Advances. The aggregate amount of Loans specified in any such request shall be in a minimum amount of (x) in the case of Base Rate Advances, $1,000,000 or a whole multiple thereof and (y) in the case of LIBOR Advances, $10,000,000 and whole multiples of $5,000,000 in excess thereof. The Agent may rely on any telephone request for Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s record of the terms of such telephone request. The Agent shall promptly notify each other Lender of the receipt of such request, the matters specified therein, and of such Lender’s ratable share of the requested Loans. On the requested Loan Date, each Lender shall provide its share of the requested Loans to the Agent in Immediately Available Funds not later than 2:30 p.m. Unless either the Agent or the Required Lenders determine that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 3:00 p.m. on the requested Loan Date the amount of the requested Loans to the extent that the Lenders have funded their respective shares thereof (other than the proceeds of the Loans made pursuant to Section 2.13 , which, on the applicable Loan Date, shall not be made available to the Borrower but shall be deposited by the Agent into the Letter of Credit Collateral Account in accordance with Section 2.13 ). Each request for a Loan hereunder shall be deemed a representation by the Borrower that on the date of such request and the applicable Loan Date and after giving effect to such Loan, the applicable conditions specified in Article III have been and will be satisfied.

Section 2.3 Distributions by Agent . The Agent shall not be required to make any amount available to the Borrower hereunder except to the extent the Agent shall have received such amounts from the Lenders as set forth herein, provided, however, that unless the Agent shall have been notified by a Lender prior to the time any Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Agent, the Agent may (but is not required to) assume that such Lender has made such pro rata share available to the Agent prior to such time, and the Agent may in reliance upon such assumption make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances. If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower under this Section 2.3 shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent.

Section 2.4 Pro Rata Allocation of Loans Between Tranches .

(a) Any Loan hereunder shall be deemed to have been made (i) pursuant to each Lender’s Tranche 1 Commitment in an amount equal to the product of the principal amount of such Loan and a fraction the numerator of which is such Lender’s Tranche 1 Commitment Amount (or zero in the absence of such a Commitment) and the denominator of which is such Lender’s Commitment Amount, in each case as of the date when such Loan is made, and (ii) pursuant to each Lender’s Tranche 2 Commitment in an amount equal to the product of the principal amount of such Loan and a fraction the numerator of which is such Lender’s Tranche 2 Commitment Amount (or zero in the absence of such a Commitment) and the denominator of which is such Lender’s Commitment Amount, in each case as of the date when such Loan is made.

(b) Any reduction in the Commitment Amount of any Lender hereunder (except a reduction of its Tranche 1 Commitment Amount to zero as a result of the occurrence of the Tranche 1 Termination Date) shall be a reduction of both such Lender’s Tranche 1 Commitment Amount and such Lender’s Tranche 2 Commitment Amount, in proportion to the ratio of such Lender’s Tranche 1 Commitment Amount or such Lender’s Tranche 2 Commitment Amount, as applicable, to such Commitment Amount.

Section 2.5 Notes . The Loans of each Lender shall be evidenced by a single Note payable to the order of such Lender in a principal amount equal to such Lender’s Commitment Amount originally in effect (except that the Loans of any Lender whose Tranche 1 Commitment Amount and Tranche 2 Commitment Amount each exceed zero shall be evidenced by a separate

Note in a principal amount equal to such Lender’s Tranche 1 Commitment Amount and such Lender’s Tranche 2 Commitment Amount, as applicable). Upon receipt of any Lender’s Note from the Borrower, the Agent shall transmit such Note to such Lender. Each Lender shall enter in its ledgers and records the amounts of the various Loans and Advances made, converted or continued and the payments made in respect thereof, and each Lender is authorized by the Borrower to enter on a schedule attached to its Note a record of such Loans, Advances and payments; provided, however, that the failure by any Lender to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrower hereunder or on the Notes, and, in all events, the principal amounts owing by the Borrower in respect of the Notes shall be the aggregate amount of all Loans made by the Lenders less all payments of principal thereof made by the Borrower.

Section 2.6 Conversions and Continuations . On the terms and subject to the limitations hereof, the Borrower shall have the option at any time and from time to time to convert all or any portion of the Advances into Base Rate Advance or LIBOR Advances (whether One-Month LIBOR Advances, Two-Month LIBOR Advances or Three-Month LIBOR Advances), or to continue a LIBOR Advance as such; provided, however, that a LIBOR Advance may be so converted or continued only on the last day of the Interest Period applicable thereto and, if the Required Lenders so notify the Borrower, no Advance may be converted to or continued as a LIBOR Advance if a Default or Event of Default has occurred and is continuing on the proposed date of conversion or continuation. Advances may be converted to, or continued as, LIBOR Advances as to the aggregate amount of the Advances of all Lenders so converted or continued, of $10,000,000 or in whole multiples of $5,000,000 in excess thereof. The Borrower shall give the Agent written notice of any conversion or continuation of any Advances and such notice must be given so as to be received by the Agent not later than 1:00 p.m. on a Business Day that is three Business Days prior to requested date of such conversion or continuation in the case of a continuation of, or conversion to, LIBOR Advances and on the date of the requested conversion to Base Rate Advances. Each such notice shall specify (a) the amount to be continued or converted, (b) the date for the continuation or conversion (which must be (i) the last day of the preceding Interest Period for any continuation or conversion of LIBOR Advances, and (ii) a Business Day in the case of continuations as or conversions to LIBOR Advances and a Business Day in the case of conversions to Base Rate Advances), and (c) in the case of conversions to or continuations of LIBOR Advances, the Interest Period applicable thereto. Any notice given by the Borrower under this Section 2.6 shall be irrevocable. If the Borrower shall fail to notify the Agent of the continuation of any LIBOR Advances within the time required by this Section 2.6 , such Advances shall, after the last day of the Interest Period applicable thereto, be converted to Base Rate Advances. All conversions and continuations of Advances must be made uniformly and ratably among the Lenders. Notwithstanding anything to the contrary, the Borrower shall not maintain more than five outstanding LIBOR Advances at any time.

Section 2.7 Interest Rates, Interest Payments and Default Interest . Interest shall accrue and be payable on the Loans as follows:

(a) Subject to subparagraph (c) below, each LIBOR Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR Rate for such Interest Period, plus (ii) the Applicable Margin.

(b) Subject to subparagraph (c) below, each Base Rate Advance shall bear interest on the unpaid principal amount thereof at a variable rate per annum equal to the sum of (i) the Base Rate, plus (ii) the Applicable Margin.

(c) Upon the occurrence and during the continuation of any Event of Default, each Advance shall, at the option of the Required Lenders, as notified to the Borrower, bear interest (i) during the balance of any Interest Period applicable to such Advance and in any event until such Event of Default is cured or waived in accordance herewith, at a rate per annum equal to the sum of the rate applicable to such Advance during such Interest Period plus 2.0%, and (ii) otherwise, at a rate per annum equal to the sum of (1) the Base Rate, plus (2) the Applicable Margin for Base Rate Advances, plus (3) 2.0%.

(d) Interest shall be payable (i) with respect to each LIBOR Advance on the last day of the Interest Period applicable thereto, (ii) with respect to any Base Rate Advance, on the last day of each month, and (iii) with respect to each Advance, on the Applicable Termination Date for the related Loan (or, if earlier, the date on which the amount of such Advance is otherwise due hereunder); provided that interest under Section 2.7(c) shall be payable on demand.

Section 2.8 Repayment . Unless required to be paid earlier hereunder, whether under Section 2.9(b) or otherwise, the unpaid principal balance of each of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Applicable Termination Date.

Section 2.9 Mandatory Prepayments and Related Reductions of Commitments; Simultaneous and Pro Rata Payments Across Tranches .

(a) Notwithstanding any other provision hereof, if at any time Cash Liquidity is less than $2,750,000,000, then (i) each Lender’s Commitment Amount shall immediately, automatically and permanently be reduced to an amount equal to 50% of such Lender’s Commitment Amount at such time and (ii) if the Total Outstandings exceed 50% of the Aggregate Commitment Amount immediately prior to the reduction of the Commitments under clause (i), the Borrower shall prepay Loans within two Business Days of such occurrence in an aggregate principal amount equal to the amount of such excess.

(b) Notwithstanding any other provision hereof but without prejudice to any right under Section 2.11 to reborrow amounts prepaid, if at any time any principal amount or interest (or fee or other amount) in respect of a Tranche 1 Loan (or a related Advance) becomes due and payable hereunder, the principal of and interest on (and each fee and other amount in respect of) each outstanding Tranche 2 Loan (or related Advance) that originally was required to be made simultaneously with such Tranche 1 Loan under Sections 2.2 and 2.4(a) , and would not otherwise be due and payable hereunder, shall be due and payable at the same time as such Tranche 1 Loan.

(c) If at any time Total Outstandings exceed the Aggregate Commitment Amount, the Borrower shall immediately repay to the Agent for the account of the Lenders the amount of such excess.

(d) Any amounts paid or prepaid on the Loans under this Section 2.9 or Section 2.15(c) shall be paid to the Agent for distribution to each Lender in proportion to its share of outstanding Loans. Any such payments shall be applied first against any Base Rate Advances and then to LIBOR Advances in order starting with the LIBOR Advances having the shortest time to the end of the applicable Interest Period. If any payment or prepayment of Loans is required under this Section 2.9 or Section 2.15(c) , the Borrower shall pay any related amounts required to be paid under Section 2.26 .

Section 2.10 Deposit Requirement and Commitment Termination — Cash Liquidity .

(a) If (i) at any time Cash Liquidity is less than $2,250,000,000, or (ii) an Event of Default has occurred and is continuing, the Borrower shall deposit, within two Business Days thereafter in the case of clause (i), and immediately in the case of clause (ii), Cash Equivalent Securities having a value (as determined by the Agent in its reasonable discretion) at least equal to 103% of Total Outstandings (including accrued and unpaid interest, fees and other amounts due hereunder) in the Specified Investment Account (such requirement being referred to as the “ Deposit Requirement ”); provided, however, that for purposes of determining compliance with the Deposit Requirement, the amount of any Collateral Coverage Shortfall Deposits then on deposit in the Specified Investment Account shall be excluded. If the Borrower’s obligation to make such deposit arose solely under the foregoing clause (i), no Event of Default has occurred that is continuing and the Current Appraised Value of the Eligible Collateral is not less than the Collateral Coverage Threshold, immediately after the Borrower is able to demonstrate to the Agent’s satisfaction that Cash Liquidity is greater than $2,250,000,000, the Borrower shall be entitled to withdraw Cash Equivalent Securities on deposit in the Specified Investment Account to the extent that the value thereof (as determined by the Agent in its reasonable discretion) exceeds the amount of any Collateral Coverage Shortfall Deposits then on deposit in the Specified Investment Account.

(b) Without limiting any other right or remedy, if the Borrower fails to comply with the Deposit Requirement the Agent may transfer cash and other property held in any of the Pledged Accounts to the Specified Investment Account in an amount sufficient to satisfy the Deposit Requirement.

Section 2.11 Optional Prepayments . The Borrower may prepay Base Rate Advances and LIBOR Advances, in whole or in part, at any time, without premium or penalty; provided that such prepayment shall be made on a Business Day and the Borrower shall give prior notice to the Agent of any such prepayment under this Section 2.11 not later than 1:00 p.m. on such Business Day. Each partial prepayment shall be in an aggregate amount for all the Lenders of (x) in the case of Base Rate Advances, $1,000,000 or a whole multiple thereof, and (y) in the case of LIBOR Advances, $10,000,000, or if greater, in whole multiples of $5,000,000 in excess thereof; provided that if a LIBOR Advance is prepaid on a day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.26 . Amounts paid or prepaid on Loans under this Section 2.11 may be reborrowed upon the terms and subject to the conditions and limitations of this Agreement.

Terms of the Letter of Credit Facility

Section 2.12 Letters of Credit . Upon the terms and subject to the conditions of this Agreement, the Letter of Credit Issuer agrees to issue Letters of Credit for the account of the Borrower from time to time between the Effective Date and the second anniversary of the Effective Date, in such amounts in U.S. Dollars as the Borrower shall request; provided, however, that no Letter of Credit will be issued in any amount that, after giving effect to such issuance and the concomitant Loans to be made pursuant to Section 2.13 in connection with such issuance, would cause (i) the Letter of Credit Exposure to exceed the Letter of Credit Sub-Limit or (ii) Total Outstandings to exceed the Aggregate Commitment Amount.

Section 2.13 Procedures for Letters of Credit; Letter of Credit Collateral Account . Each request for a Letter of Credit shall be made by the Borrower in writing, by facsimile transmission or electronic conveyance received by the Agent together with a request pursuant to Section 2.2 for Loans in an aggregate principal amount equal to the Letter of Credit Collateralization Amount for the requested Letter of Credit, for the purpose of funding the Letter of Credit Collateral Account as provided below, and specifying the requested issuance date for such Letter of Credit, no later than 2:00 p.m. on a Business Day that is not later than one Business Day prior to the last day specified in Section 2.2 for making such request for Loans. Without limiting the provisions of Section 2.2 in respect of such request for Loans, each request for a Letter of Credit shall be deemed a representation by the Borrower that on the date of issuance of such Letter of Credit and after giving effect thereto the applicable conditions specified in Article III have been and will be satisfied. The Letter of Credit Issuer may require that the related request for the issuance of a Letter of Credit be made on such letter of credit application and reimbursement agreement form as the Letter of Credit Issuer may from time to time specify, along with satisfactory evidence of the authority and incumbency of the officials of the Borrower making such request. The Agent shall promptly notify the Letter of Credit Issuer and the other Lenders of the receipt of such request and the matters specified therein, including the related request for Loans and such other matters as the Agent is to notify the Lenders under Section 2.2 . On the requested Loan Date, the Agent shall deposit the proceeds of the Loans so requested by the Borrower into the Letter of Credit Collateral Account, and the Borrower hereby requests, directs and authorizes the Agent to so deposit the proceeds of such Loans and agrees that each disbursement of the proceeds of such Loans shall constitute delivery of those funds at the Borrower’s direction and for the Borrower’s benefit as if such funds had been advanced to the Borrower. The Letter of Credit Issuer shall not be obligated to issue any Letter of Credit hereunder unless the amount so deposited is equal to the Letter of Credit Collateralization Amount for the requested Letter of Credit (such condition being referred to herein as the “ Letter of Credit Collateralization Requirement ”) and each other condition thereto set forth in Article III has been satisfied. On the date of each issuance of a Letter of Credit the Agent shall send notice to the other Lenders of such issuance.

Section 2.14 Terms of Letters of Credit . Letters of Credit shall not have a term longer than one year, except as otherwise agreed by the Borrower and the Letter of Credit Issuer. All Letters of Credit must expire not later than five days prior to the Tranche 2 Termination Date.

Section 2.15 Agreement to Repay Letter of Credit Drawings; Withdrawals from Letter of Credit Collateral Account .

(a) If the Letter of Credit Issuer has received documents purporting to draw under a Letter of Credit that the Letter of Credit Issuer believes conform to the requirements of the Letter of Credit, or if the Letter of Credit Issuer has decided that it will comply with the Borrower’s written or oral request or authorization to pay a drawing on any Letter of Credit that the Letter of Credit Issuer does not believe conforms to the requirements of the Letter of Credit, it will notify the Borrower of that fact. The Borrower shall reimburse the Letter of Credit Issuer by 10:30 a.m. on the day on which such drawing is to be paid in Immediately Available Funds in an amount equal to the amount of such drawing. Any portion of a drawing under a Letter of Credit not reimbursed as set forth above on the date of such drawing is an “Unpaid Drawing.”

(b) Without limiting any other right of the Letter of Credit Issuer, the Borrower authorizes the Agent to transfer, for the benefit of the Letter of Credit Issuer, net proceeds of Cash Equivalent Securities on deposit in the Letter of Credit Collateral Account at any time in the amount of any Unpaid Drawing.

(c) Upon the expiration or return (undrawn) of any Letter of Credit, the reduction of the stated amount of any applicable Letter of Credit in accordance with the terms thereof and the resulting reduction in the Letter of Credit Collateralization Amount, the reimbursement in full of the Letter of Credit Issuer by the Borrower under this Section 2.15 following one or more payments on account of draws under a Letter of Credit in an aggregate amount equal to the stated amount of such Letter of Credit or any transfer from the Letter of Credit Collateral Account by the Agent pursuant to Section 2.15(b) , the Borrower shall immediately repay Loans in an aggregate principal amount equal to the amount (if any) then remaining on deposit in the Letter of Credit Collateral Account pursuant to the deposit under Section 2.13 of the Letter of Credit Collateralization Amount in respect of such Letter of Credit (or, in the case of such a reduction of such Letter of Credit Collateralization Amount or such transfer from the Letter of Credit Collateral Account by the Agent (without duplication), Loans in an aggregate principal amount equal to the lesser of (i) the amount of such reduction or the amount so transferred, as applicable, and (ii) the Total Outstandings). If at any time the value (as determined in the Agent’s reasonable discretion) of Cash Equivalent Securities on deposit in the Letter of Credit Collateral Account exceeds the aggregate amount of the Letter of Credit Collateralization Amounts for all then-outstanding Letters of Credit, no Event of Default has occurred and is continuing and the Current Appraised Value of the Eligible Collateral is not less than the Collateral Coverage Threshold, the Agent shall promptly transfer to the Borrower net proceeds of Cash Equivalent Securities therein to the extent necessary to eliminate such excess.

Section 2.16 Obligations Absolute . The obligation of the Borrower under Section 2.15 to repay the Letter of Credit Issuer for any amount drawn on any Letter of Credit and to repay the Loans under Section 2.15(c) shall be absolute, unconditional and irrevocable, shall continue for so long as any Letter of Credit is outstanding notwithstanding any termination of this Agreement, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:

(a) any lack of validity or enforceability of any Letter of Credit;

(b) the existence of any claim, setoff, defense or other right which the Borrower may have or claim at any time against any beneficiary, transferee or holder of any Letter of Credit (or any Person for whom any such beneficiary, transferee or holder may be acting), the Letter of Credit Issuer, the Agent or any Lender or any other Person, whether in connection with a Letter of Credit, this Agreement, the transactions contemplated hereby, or any unrelated transaction; or

(c) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever.

Neither the Letter of Credit Issuer nor the Agent nor any Lender nor officers, directors or employees of any thereof shall be liable or responsible for, and the obligations of the Borrower to the Agent and the Lenders shall not be impaired by:

(i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary, transferee or holder thereof in connection therewith;

(ii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents or endorsements should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged;

(iii) the acceptance by the Letter of Credit Issuer of documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; or

(iv) any other action of the Letter of Credit Issuer in making or failing to make payment under any Letter of Credit if in good faith and in conformity with U.S. or foreign laws, regulations or customs applicable thereto.

Notwithstanding the foregoing, the Borrower shall have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof.

General

Section 2.17 Optional Reduction of Commitment Amounts or Termination of Commitments . The Borrower may, at any time, upon not less than five Business Days’ prior written notice to the Agent, reduce the Commitment Amounts, ratably (both among the Lenders and between the Tranches), with any such reduction in a minimum aggregate amount for all the Lenders of $10,000,000, or, if more, in an integral multiple of $5,000,000; provided, however, that the Borrower may not at any time reduce the Aggregate Commitment Amount below the

Total Outstandings. The Borrower may, at any time when there is no Letter of Credit or Unpaid Drawing outstanding, upon not less than three Business Days prior written notice to the Agent, terminate the Commitments in their entirety. Upon termination of the Commitments pursuant to this Section 2.17 , the Borrower shall pay to the Agent for the account of the Lenders the full amount of all outstanding Advances, all accrued and unpaid interest thereon, all unpaid Commitment Fees accrued to the date of such termination, any indemnities payable with respect to Advances pursuant to Section 2.25 and all other unpaid Obligations of the Borrower to the Agent, the Lenders and the Letter of Credit Issuer hereunder.

Section 2.18 Certain Fees .

(a) Upfront Fees . On or prior to the Effective Date, the Borrower shall pay to the Agent for the account of each Lender an upfront fee in an amount equal to 2.00% of such Lender’s initial Commitment Amount.

(b) Commitment Fees . The Borrower shall pay to the Agent for the account of each Lender fees (the “ Commitment Fees ”) in an amount determined by applying 0.50% per annum to the average daily Unused Commitment of such Lender for each calendar quarter during the period from the Effective Date to the date on which such Lender ceases to have any Commitment. Such Commitment Fees are payable in arrears at the end of each calendar quarter and, in the case of any Lender, on the date on which such Lender ceases to have any Commitment.

(c) Agent’s Fees . On or before the Effective Date, the Borrower will pay to the Agent the fees that are payable as of the Effective Date plus, thereafter, all other fees payable, as set forth in the Fee Letter.

(d) Letter of Credit Fees . In respect of each Letter of Credit, the Borrower shall pay to the Agent for the account of the Letter of Credit Issuer, on demand, all issuance, amendment, drawing and other fees regularly charged by the Letter of Credit Issuer to its letter of credit customers, together with a fronting fee at the per annum rate of 0.125% of the original face amount of each Letter of Credit for the period from the date of issuance to the scheduled expiration date of such Letter of Credit, and all out-of-pocket expenses incurred by the Agent in connection with the issuance, amendment, administration or payment of any Letter of Credit.

Section 2.19 Computation . Commitment Fees and interest on Loans shall be computed on the basis of actual days elapsed and a year of 360 days (or, as to Base Rate Advances, a year of 365/366 days).

Section 2.20 Payments . Payments and prepayments of principal of, and interest on, the Loans and all fees, expenses and other obligations under this Agreement payable to the Agent, the Lenders or the Letter of Credit Issuer shall be made without setoff or counterclaim in Immediately Available Funds not later than 11:00 a.m. on the dates called for under this Agreement and the Notes to the Agent at its main office in Minneapolis, Minnesota. Funds received after such time shall be deemed to have been received on the next Business Day. The Agent will promptly distribute in like funds to each Lender its ratable share of each such payment of principal, interest and fees received by the Agent for the account of the Lenders.

Whenever any payment to be made hereunder or on the Notes shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day (provided, however, that any such payment that is stated to be due on the Tranche 1 Termination Date shall be made on the next preceding Business Day) and, in the case of a payment of principal, such extension or shortening of time shall be taken into account in the computation of any interest thereon.

Section 2.21 Use of Loan Proceeds . The proceeds of each Loan, and each Letter of Credit, shall be used for the Borrower’s general business purposes in a manner not in conflict with any of the Borrower’s covenants in this Agreement.

Section 2.22 Basis for Determining Interest Rate Not Ascertainable, Inadequate or Unfair . If with respect to any Interest Period:

(a) deposits in United States Dollars (in the applicable amounts) are not being offered to any Lender in the relevant market for such Interest Period, or

(b) the Agent, in consultation with the Lenders, determines that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost of maintaining or funding the LIBOR Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower which notice shall set forth in detail the basis for such notice, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to the Borrower as an interest rate option on any Loans, and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Loans immediately. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.26 .

Section 2.23 Increased Cost . If any Regulatory Change:

(a) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Advances, its Notes or its obligation to make LIBOR Advances or shall change the basis of taxation of payment to any Lender (or its Applicable Lending Office) of the principal of or interest on its LIBOR Advances or any other amounts due under this Agreement in respect of its LIBOR Advances or its obligation to make LIBOR Advances (except for changes in the rate of tax on the overall net income of such Lender or its Applicable Lending Office imposed by the jurisdiction in which such Lender’s principal office or Applicable Lending Office is located); or

(b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without lim

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