Delta Airlines 2012 Annual Report Download - page 247

PRIORITY LIEN SECURITY AGREEMENT
PRIORITY LIEN SECURITY AGREEMENT, dated as of October 18, 2012 (as amended, modified or
supplemented from time to time, the “ Agreement ”), between DELTA AIR LINES, INC., a Delaware corporation (“ Delta
”), each other entity that becomes a “Grantor” under the Collateral Trust Agreement referred to below (such other entities,
together with Delta and each of their respective permitted successors, each a “Pledgor” and, collectively, the “ Pledgors ”)
and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee (the “ Collateral Trustee ”), for the
benefit of the Priority Lien Secured Parties.
W I T N E S S E T H:
WHEREAS, the Pledgors and the Collateral Trustee are parties to (i) that certain Credit and Guaranty
Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “
Credit Agreement ”), by and among the Agents (as defined therein), the Collateral Trustee, the Lenders (as defined therein),
Delta and the other Guarantors party thereto and (ii) that certain Collateral Trust Agreement dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the “ Collateral Trust Agreement ”), by and
among Delta, Barclays Bank PLC, as administrative agent under the Credit Agreement and the Collateral Trustee;
WHEREAS, in order to induce Agents and Lenders to enter into the Credit Agreement and the other Loan
Documents (as defined in the Credit Agreement) and to induce Lenders to make the Loans (as defined in the Credit
Agreement) and to issue (or participate in) Letters of Credit (as defined in the Credit Agreement) as provided for in the
Credit Agreement, Pledgors have agreed to grant a continuing lien on the Collateral (as defined below) to secure the Priority
Lien Obligations;
WHEREAS, the Pledgors may, from time to time, incur additional Priority Lien Obligations in accordance
with the terms of the Collateral Trust Agreement and, in order to induce the applicable Priority Lien Representatives and
holders of Priority Lien Obligations to enter into the applicable Priority Lien Documents and to make the applicable Priority
Lien Debt available to the Pledgors as provided therein, the Pledgors agree to grant to the Collateral Trustee, for the benefit
of the Priority Lien Secured Parties, a continuing lien on the Collateral to secure such additional Priority Lien Obligations;
and
WHEREAS, the Pledgors desire to execute this Agreement to satisfy the condition described in the preceding
paragraphs;
NOW, THEREFORE, in consideration of the benefits accruing to the Pledgors, the receipt and sufficiency of
which are hereby acknowledged; each Pledgor hereby makes the following representations and warranties to the Collateral
Trustee and hereby covenants and agrees with the Collateral Trustee as follows: