Obligation Delta Air Lines INC 4.5% ( USG8200VAA38 ) en USD

Delta Air Lines INC

98.25 % ▲

Etats-unis

USG8200VAA38 ( en USD )

4.5% par an ( paiement trimestriel )

20/10/2025

Prospectus brochure de l'obligation Delta Air Lines INC USG8200VAA38 en USD 4.5%, échéance 20/10/2025

2 000 USD

2 500 000 000 USD

G8200VAA3

N/A

20/07/2024 ( Dans 60 jours )

L'Obligation émise par Delta Air Lines INC ( Etats-unis ) , en USD, avec le code ISIN USG8200VAA38, paye un coupon de 4.5% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 20/10/2025

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
EX-4.1 2 delta_8k-ex0401.htm INDENTURE
Exhibit 4.1
INDENTURE
Dated as of September 23, 2020
Among
SKYMILES IP LTD. and
DELTA AIR LINES, INC.,
as Issuers
THE GUARANTORS FROM TIME TO TIME PARTY HERETO
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
4.500% SENIOR SECURED NOTES DUE 2025
4.750% SENIOR SECURED NOTES DUE 2028
1 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
1
Section 1.01
Definitions
1
Section 1.02
Other Definitions
42
Section 1.03
[Reserved]
44
Section 1.04
Rules of Construction
44
Section 1.05
Acts of Holders
45
ARTICLE 2 THE NOTES
46
Section 2.01
Form and Dating; Terms
46
Section 2.02
Execution and Authentication
48
Section 2.03
Registrar and Paying Agent
49
Section 2.04
Paying Agent to Hold Money in Trust
49
Section 2.05
Holder Lists
49
Section 2.06
Transfer and Exchange
49
Section 2.07
Replacement Notes
63
Section 2.08
Outstanding Notes
63
Section 2.09
Treasury Notes
64
Section 2.10
Temporary Notes
64
Section 2.11
Cancellation
64
Section 2.12
Defaulted Interest
65
Section 2.13
CUSIP and ISIN Numbers
65
ARTICLE 3 REDEMPTION
65
Section 3.01
Notices to Trustee
65
Section 3.02
Selection of Notes to Be Redeemed
66
Section 3.03
Notice of Redemption
66
Section 3.04
Effect of Notice of Redemption
67
Section 3.05
Deposit of Redemption or Purchase Price
68
Section 3.06
Notes Redeemed or Purchased in Part
68
Section 3.07
Optional Redemption
68
Section 3.08
Mandatory Prepayments
69
Section 3.09
Mandatory Repurchase Offers
71
ARTICLE 4 COVENANTS
75
Section 4.01
Payment of Notes
75
Section 4.02
Financial Statements, Reports, Etc.
76
Section 4.03
Taxes
79
Section 4.04
[Reserved]
79
Section 4.05
Corporate Existence
79
Section 4.06
Compliance with Laws
79
i
2 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
Section 4.07
Contribution of SkyMiles Intellectual Property
79
Section 4.08
Special Purpose Entity
80
Section 4.09
SPV Party Independent Directors
82
Section 4.10
Regulatory Matters; Citizenship; Utilization; Collateral Requirements
83
Section 4.11
Collateral Ownership
83
Section 4.12
Guarantors; Grantors; Collateral
83
Section 4.13
[Reserved]
84
Section 4.14
Further Assurances
84
Section 4.15
Maintenance of Rating
84
Section 4.16
SkyMiles Program; SkyMiles Agreements
85
Section 4.17
[Reserved]
86
Section 4.18
[Reserved]
86
Section 4.19
Collections; Releases from Collection Account
87
Section 4.20
Mandatory Prepayments or Repurchases
87
Section 4.21
Privacy and Data Security
87
Section 4.22
Restricted Payments
87
Section 4.23
Incurrence of Indebtedness and Issuance of Preferred Stock
88
Section 4.24
Disposition of Collateral
90
Section 4.25
Liens
90
Section 4.26
Business Activities
90
Section 4.27
Minimum Liquidity
90
Section 4.28
Merger, Consolidation, or Sale of Assets
91
Section 4.29
[Reserved]
92
Section 4.30
[Reserved]
92
Section 4.31
Intellectual Property
92
Section 4.32
Specified Organization Documents
93
Section 4.33
Peak Debt Service Coverage Ratio Cure
94
Section 4.34
Offer to Repurchase Upon Parent Change of Control
94
Section 4.35
Maintenance of Office or Agency
96
ARTICLE 5 [RESERVED]
97
ARTICLE 6 EARLY AMORTIZATION, DEFAULTS AND REMEDIES
97
Section 6.01
Early Amortization
97
Section 6.02
Events of Default
97
Section 6.03
Remedies Exercisable by the Trustee
101
Section 6.04
Waiver of Past Defaults
102
Section 6.05
Control by Majority
102
Section 6.06
Limitation on Suits
103
Section 6.07
Rights of Holders of Notes to Receive Payment
103
Section 6.08
Collection Suit by Trustee
103
Section 6.09
Restoration of Rights and Remedies
104
Section 6.10
Rights and Remedies Cumulative
104
Section 6.11
Delay or Omission Not Waiver
104
Section 6.12
Trustee May File Proofs of Claim
104
ii
3 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
Section 6.13
Undertaking for Costs
105
ARTICLE 7 TRUSTEE
105
Section 7.01
Duties of Trustee
105
Section 7.02
Rights of Trustee
106
Section 7.03
Individual Rights of Trustee
109
Section 7.04
Trustee's Disclaimer
109
Section 7.05
Notice of Defaults
109
Section 7.06
[Reserved.]
110
Section 7.07
Compensation and Indemnity
110
Section 7.08
Replacement of Trustee
110
Section 7.09
Successor Trustee by Merger, Etc.
111
Section 7.10
Eligibility; Disqualification
111
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
112
Section 8.01
Option to Effect Legal Defeasance or Covenant Defeasance
112
Section 8.02
Legal Defeasance and Discharge
112
Section 8.03
Covenant Defeasance
113
Section 8.04
Conditions to Legal or Covenant Defeasance
113
Section 8.05
Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
114
Section 8.06
Repayment to Issuers
115
Section 8.07
Reinstatement
115
Section 8.08
Application of Trust Money
115
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
116
Section 9.01
Without Consent of Holders of Notes
116
Section 9.02
With Consent of Holders of Notes
118
Section 9.03
[Reserved]
120
Section 9.04
Revocation and Effect of Consents
120
Section 9.05
Notation on or Exchange of Notes
120
Section 9.06
Trustee to Sign Amendments, Etc.
120
ARTICLE 10 GUARANTEES
121
Section 10.01
Guarantee
121
Section 10.02
Limitation on Guarantor Liability
122
Section 10.03
Execution and Delivery
122
Section 10.04
Benefits Acknowledged
123
ARTICLE 11 SATISFACTION AND DISCHARGE
123
Section 11.01
Satisfaction and Discharge
123
Section 11.02
Application of Trust Money
124
iii
4 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
ARTICLE 12 MISCELLANEOUS
124
Section 12.01
Issuers
124
Section 12.02
Notices
126
Section 12.03
CFC or a FSHCO Provisions
128
Section 12.04
Certificate and Opinion as to Conditions Precedent
128
Section 12.05
Statements Required in Certificate or Opinion
128
Section 12.06
Rules by Trustee and Agents
129
Section 12.07
No Personal Liability of Directors, Officers, Employees and Stockholders
129
Section 12.08
Governing Law
129
Section 12.09
Waiver of Jury Trial
129
Section 12.10
No Adverse Interpretation of Other Agreements
129
Section 12.11
Successors
130
Section 12.12
Severability
130
Section 12.13
Counterpart Originals
130
Section 12.14
Table of Contents, Headings, Etc.
130
Section 12.15
Section 12.15 U.S.A. PATRIOT Act
130
Section 12.16
Jurisdiction
131
Section 12.17
Payment Dates; Record Dates
131
Section 12.18
Currency Indemnity
131
Section 12.19
Waiver of Immunity
132
ARTICLE 13 COLLATERAL
132
Section 13.01
Collateral Documents
132
Section 13.02
Non-Impairment of Liens
133
Section 13.03
Release of Collateral
133
Section 13.04
Release upon Termination of the Issuers' Obligations
134
Section 13.05
Suits to Protect the Collateral
134
Section 13.06
Authorization of Receipt of Funds by the Trustee Under the Collateral Documents
135
Section 13.07
Lien Sharing and Priority Confirmation
135
Section 13.08
Limited Recourse; Non-Petition
135
EXHIBITS
Exhibit A-1
Form of 2025 Note
Exhibit A-2
Form of 2028 Note
Exhibit B
Form of Certificate of Transfer
Exhibit C
Form of Certificate of Exchange
Exhibit D
Form of Supplemental Indenture to be Delivered by Subsequent Guarantors
iv
5 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
INDENTURE, dated as of September 23, 2020 among SkyMiles IP Ltd., an exempted company incorporated
with limited liability under the laws of the Cayman Islands ("Loyalty Co") and Delta Air Lines, Inc., a Delaware Corporation
("Delta", together with Loyalty Co, the "Issuers"), the Guarantors from time to time party hereto and U.S. Bank National
Association, a national banking association, as Trustee.
W I T N E S S E T H
WHEREAS, the Issuers have duly authorized the execution and delivery of this Indenture to provide for the
issuance of (i) $2,500,000,000 aggregate principal amount of 4.500% Senior Secured Notes due 2025 (the "2025 Notes"), (ii)
$3,500,000,000 aggregate principal amount of 4.750% Senior Secured Notes due 2028 (the "2028 Notes" and, together with
the 2025 Notes, the "Initial Notes") and (iii) any Additional Notes that may be issued after the Closing Date in compliance
with this Indenture;
WHEREAS, the obligations of the Issuers with respect to the due and punctual payment of interest, principal
and premium, if any, on the Notes and the performance and observation of each covenant and agreement under this Indenture
on the part of the Issuers to be performed or observed will be unconditionally and irrevocably guaranteed by the Guarantors;
WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Issuers and
authenticated and delivered hereunder, the valid obligations of the Issuers and (ii) to make this Indenture a valid agreement of
the Issuers have been done; and
WHEREAS, the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as
guarantors of the Notes, and all things necessary (i) to make the Note Guarantee, when the Notes are executed and duly issued
by the Issuers and authenticated and delivered hereunder, the valid obligations of such Guarantor and (ii) to make this
Indenture a valid agreement of such Guarantor, in accordance with its terms, have been done.
NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01
Definitions.
"2025 Notes Make-Whole Amount" means, an amount equal to the excess, to the extent positive, of (a) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2025 Notes to be redeemed
(exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi- annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points over (b) 100% of the principal
amount of the 2025 Notes to be redeemed.
"2025 Notes Scheduled Principal Amortization Amount" means the principal amount that is payable in
quarterly installments commencing on January 20, 2023 and payable on each Payment Date thereafter, initially in an aggregate
amount per Payment Date equal to 1/12th of the principal amount of the 2025 Notes, which is approximately $208,333,333.33
(as such amounts may be increased or reduced, on a pro rata basis, from time to time as provided in Section 2.01(d),
Section 2.11, Section 3.07(e), Section 3.08(g), Section 3.09(k) and Section 4.34(f)). For the avoidance of doubt, any payment
of premium due under this Indenture shall not reduce the 2025 Notes Scheduled Principal Amortization Amount.
1
6 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
"2028 Notes Make-Whole Amount" means, an amount equal to the excess, to the extent positive, of (a) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Notes to be redeemed
(exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi- annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points over (b) 100% of the principal
amount of the 2028 Notes to be redeemed.
"2028 Notes Scheduled Principal Amortization Amount" means the principal amount that is payable in
quarterly installments commencing on January 20, 2026 and payable on each Payment Date thereafter, initially in an aggregate
amount per Payment Date equal to 1/12th of the principal amount of the 2028 Notes, which is approximately $291,666,666.67
(as such amounts may be increased or reduced, on a pro rata basis, from time to time as provided in Section 2.01(d),
Section 2.11, Section 3.07(e), Section 3.08(g), Section 3.09(k) and Section 4.34(f)). For the avoidance of doubt, any payment
of premium due under this Indenture shall not reduce the 2028 Notes Scheduled Principal Amortization Amount.
"40 Act" means the Investment Company Act of 1940, as amended.
"144A Global Note" means a Global Note substantially in the form of Exhibit A-1 hereto for a 2025 Note or
substantially in the form of Exhibit A-2 hereto for a 2028 Note, in each case bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Notes Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.
"Account Control Agreements" means each multi-party security and control agreement entered into by any
Grantor to satisfy the obligation of such Grantor as set forth in any Note Document, a financial institution which maintains one
or more Deposit Accounts or securities accounts and the Trustee or the Master Collateral Agent, as applicable, that have been
pledged as Collateral under the Collateral Documents or any other Notes Document, in each case giving the Trustee or Master
Collateral Agent, as applicable, "control" (as defined in Section 9-104 or 9-106 of the UCC) over the applicable account and in
form and substance reasonably satisfactory to the Collateral Controlling Party and the Master Collateral Agent.
"Act of Required Debtholders" has the meaning ascribed to such term in the Collateral Agency and Accounts
Agreement.
"Additional Notes" means additional Notes (other than the Initial Notes) issued with respect to a Series of
Notes under this Indenture in accordance with Section 2.01 and Section 4.23 hereof, as part of the same series as such Series of
Notes.
2
7 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
"Administrative Agent" means Barclays Bank PLC, as administrative agent under the Credit Agreement,
together with its permitted successors and assigns in such capacity.
"Affiliate" means, as to any Person, any other Person which directly or indirectly is in control of, or is
controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be
"controlled by" another Person, if such controlling person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such Person, whether by contract or otherwise; provided that the PBGC shall not
be an Affiliate of any Issuer or any Guarantor, and no entity shall be deemed an Affiliate of the Issuer solely because Maples
Corporate Services Limited or Walkers Fiduciary Limited or any of their Affiliates acts as administrator, registered office
provider or share trustee or provides independent director services to such entity..
"Agent" means each of the Trustee, the Master Collateral Agent and the Depositary.
"Aggregate Reserve Account Required Balance" shall have the meaning set forth in the Collateral Agency
and Accounts Agreement.
"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.
"AmEx Co-Branded Agreement" means that certain Amended and Restated Co-Branded Credit Card
Program Agreement, dated as of March 31, 2019, by and among American Express Travel Related Services Company, Inc.,
American Express National Bank and Delta.
"AmEx Membership Rewards Agreement" means that certain Amended and Restated Membership Rewards
Agreement, dated as of March 31, 2019, by and among American Express Travel Related Services Company, Inc. and Delta.
"Anti-Corruption Laws" means all laws, rules and regulations of the United States applicable to Delta or its
Subsidiaries from time to time intended to prevent or restrict bribery or corruption.
"Applicable Procedures" means, with respect to any selection of Notes, transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Notes Depositary, Euroclear and/or Clearstream that
apply to such selection, transfer or exchange.
"Approved Independent Director List" means the list of no fewer than four (4) individuals that are eligible to
act as an Independent Director for the SPV Parties pursuant to the Credit Agreement, which may be updated from time to time
by the Master Collateral Agent (acting at the direction of the Collateral Controlling Party) by providing written notice to the
Issuers; provided that, with respect to the initial list and any updates thereto made by the Master Collateral Agent (acting at the
direction of the Collateral Controlling Party) thereafter, Loyalty Co may, upon providing thirty (30) days' prior written notice
to the Master Collateral Agent, reject up to two (2) listed individuals for any reason, and the Master Collateral Agent (acting at
the direction of the Collateral Controlling Party) may thereafter amend the list to replace such individuals, provided further that
in all cases, the Approved Independent Director List shall only include individuals who satisfy the Independent Director
Criteria.
3
8 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
"Approved Replacement Independent Director" means, at any time, each individual listed on the Approved
Independent Director List at such time; provided that if the ordinary shareholder(s) of an SPV Party reasonably disagrees that
none of the individuals listed on the Approved Independent Director List (i) satisfy clause (c) in the definition of the
Independent Director Criteria or (ii) are willing to act as Independent Director at a compensation level reasonably customary
for directors of this type (it being agreed that the compensation level commensurate with that of the Independent Director the
vacancy of which is being filled shall be deemed reasonably customary), then the ordinary shareholder(s) of the relevant SPV
Party may appoint any other Person who meets the Independent Director Criteria as a replacement Independent Director.
"ARB Indebtedness" means, with respect to Delta or any of its Subsidiaries, without duplication, all
Indebtedness or obligations of Delta or such Subsidiary created or arising with respect to any limited recourse revenue bonds
issued for the purpose of financing or refinancing improvements to, or the construction or acquisition of, airport and other
related facilities and equipment, the use or construction of which qualifies and renders interest on such bonds exempt from
certain federal or state taxes.
"Available Funds" means, with respect to any Payment Date, the sum of (i) each Series of Notes' Pro Rata
Share of funds allocated pursuant to the Collateral Agency and Accounts Agreement for such Payment Date and transferred
from the Collection Account to the Payment Account on or prior to such Payment Date, (ii) each Series of Notes' Pro Rata
Share of any amounts transferred to the Payment Account from the Reserve Account for application on such Payment Date and
(iii) each Series of Notes' Pro Rata Share of any other amount deposited into the Payment Account by or on behalf of any
Issuer on or prior to such Payment Date.
"Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and
codified as 11 U.S.C. Section 101 et seq.
"Bankruptcy Law" means the Bankruptcy Code or any similar federal, state or foreign law relating to
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other debtor relief, including,
without limitation, Part V and sections 86-88 (inclusive) of the Companies Law (as amended) of the Cayman Islands and the
Companies Winding Up Rules 2018 of the Cayman Islands, each as amended from time to time, and any bankruptcy,
insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands or any other applicable
jurisdiction.
"Board of Directors" means:
(1) with respect to a corporation or an exempted company, the board of directors of the corporation or
exempted company, as applicable, or any committee thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the board of directors of the general partner of the partnership;
4
9 sur 168
09/12/2020 à 18:13

Firefox
https://www.sec.gov/Archives/edgar/data/27904/00016831682000328...
(3) with respect to a limited liability company, the managing member or members, manager or managers
or any controlling committee of managing members or managers thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in
New York City or such other domestic city in which the Corporate Trust Office of the Trustee or Master Collateral Agent is
located (in each case, as set forth in the Collateral Agency and Accounts Agreement, as such locations may be updated
pursuant to the Collateral Agency and Accounts Agreement) are required or authorized to remain closed.
"Capital Markets Offering" means any offering of "securities" (as defined under the Securities Act) in (a) a
public offering registered under the Securities Act, or (b) an offering not required to be registered under the Securities Act
(including, without limitation, a private placement under Section 4(a)(2) of the Securities Act, an exempt offering pursuant to
Rule 144A and/or Regulation S of the Securities Act and an offering of exempt securities).
"Cash Equivalents" means:
(1) direct obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the federal government of the United States (or by any agency or instrumentality thereof to the extent such
obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of
acquisition thereof;
(2) direct obligations of state, provincial and local government entities, in each case maturing within one
year from the date of acquisition thereof, which have, at the date of such acquisition, a rating of at least A- (or the equivalent
thereof) from S&P, A3 (or the equivalent thereof) from Moody's or A- (or the equivalent thereof) from Fitch;
(3) obligations of domestic or foreign companies and their Subsidiaries, including, without limitation,
bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of
acquisition thereof and which have, at the date of such acquisition, a rating of at least A- (or the equivalent thereof) from S&P,
A3 (or the equivalent thereof) from Moody's, or A- (or the equivalent thereof) from Fitch;
(4) commercial paper maturing within 365 days from the date of acquisition thereof and having, at such
date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from
Moody's, or F1 (or the equivalent thereof) from Fitch;
(5) certificates of deposit, banker's acceptances, banker's discount notes, time deposits, US Dollar time
deposits or overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of any other commercial bank of
recognized standing organized under the laws of the United States or any state thereof or the District of Columbia that has a
combined capital and surplus and undivided profits of not less than $100.0 million;
5
10 sur 168
09/12/2020 à 18:13