Exhibit 10.5(b)
AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT Amendment No. 1 (this “Amendment”), dated as of August 31, 2006, to the Amended and Restated Secured Super-Priority Debtor In Possession Credit Agreement, dated as of March 27, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among Delta Air Lines, Inc., as a debtor and debtor in possession (“Borrower”), the other Credit Parties signatory thereto, each as a debtor and debtor in possession, the Lenders party thereto from time to time and General Electric Capital Corporation, as agent for the Lenders and the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Unless otherwise specified herein, all capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Credit Agreement. W I T N E S S E T H: Whereas, Borrower has requested certain amendments to the Credit Agreement as herein set forth; and Whereas, Borrower, the Administrative Agent and the Lenders signatory to an Acknowledgement and Consent (as defined below) have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided; and Now, Therefore, in consideration of the premises and the covenants and obligations contained herein the parties hereto agree as follows: Section 1. Amendments to the Credit Agreement
As of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows: (a) (Prepayments): “provided, however, that solely for the purpose of this clause (i) and solely to the extent that an appraisal of the Replacement Borrowing Base Assets has not been performed prior to the Prepayment Date, the value of such Replacement Borrowing Base Assets set forth in the Borrowing Base Certificate may be the Borrower’s good faith estimate of the value of such Replacement Borrowing Base Assets, which shall be evidenced in a manner reasonably satisfactory to the Administrative Agent.” (b) by inserting “, as of the Closing Date,” between “identifies” and “those” in the second sentence of Section 3.17 (Insurance). (c) by deleting paragraph (l) of Section 6.2 (Investments, Loans and Advances) in its entirety and inserting in lieu thereof the following: by inserting the following proviso at the end of clause (c)(i) of Section 1.2
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“(l) Borrower may make Investments in the form of advances under a revolving loan facility in an aggregate principal amount not to exceed $25,000,000 outstanding at any time, to the Borrower’s Plans or any similar benefit plans of the Borrower (together, the “Benefits Plan”) for the payment of ordinary operating expenses of the Benefits Plans (including the payment of benefits in accordance with the terms of the Benefits Plans and periodic premiums under insurance or annuity contracts) or for purposes incidental to the ordinary operation of the Benefits Plans;” (d) by deleting paragraph (a)(iii) of Section 6.3 (Indebtedness) in its entirety and inserting in lieu thereof the following: “(iii) Indebtedness consisting of indemnification obligations owed by Comair, Inc. to Bombardier Inc., a Canadian national corporation, relating to certain CRJ leases, in an amount not to exceed $9,000,000 in the aggregate;” (e) by deleting the word “and” at the end of paragraph (a)(xix) of Section 6.3 (Indebtedness), replacing the