Delta Airlines 2010 Annual Report Download - page 325

WHEREAS, repayment of the Series 8 Bonds will be secured, on a parity basis with the Series 6 Bonds, by the Collateral Documents; and
WHEREAS, Delta is entering into an anchor tenant agreement, dated as of the date hereof (the "Anchor Tenant Agreement"), with IAT under which Delta,
as sublessee, has agreed to assume certain construction obligations involving the expansion and modification of certain portions of Terminal 4, and the
construction of certain other improvements to the Terminal 4 Site (together, the "Terminal 4 Improvements") and will occupy and have certain use rights to
portions of Terminal 4 and the Terminal 4 Site (collectively, "Delta's Terminal 4 Premises"); and
WHEREAS, Delta wishes to make its interests under the Anchor Tenant Agreement and to Terminal 4 and the Terminal 4 Site secure in the event of a
termination of the Terminal 4 Lease prior to expiration or termination of the Anchor Tenant Agreement and the Trustee is requiring that IAT obtain this
Agreement from Delta as a condition precedent to Trustee's consent to the Anchor Tenant Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. Capitalized terms used herein and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in
the Terminal 4 Lease or in the Anchor Tenant Agreement.
2. Subordination. Subject to the terms of this Agreement, the Anchor Tenant Agreement and the terms thereof are, and shall at all times continue to be,
subject and subordinate in each and every respect, to the Leasehold Mortgage and the terms thereof, and to any and all renewals, modifications,
extensions, substitutions, replacements and/or consolidations of the Leasehold Mortgage. Except as provided in Section 3 below, nothing herein
contained shall be deemed or construed as limiting or restricting the enforcement by the Trustee of any of the terms, covenants, provisions or remedies of
the Leasehold Mortgage, whether or not consistent with the Anchor Tenant Agreement.
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