Delta Airlines 2012 Annual Report Download - page 274

This Collateral Trust Agreement (this “ Agreement ” ) is dated as of October 18, 2012 and is by and among Delta
Air Lines, Inc., a Delaware corporation (together with its successors, “ Delta ” ), the Grantors from time to time party
hereto, Barclays Bank PLC, as Administrative Agent (as defined below), each other Secured Debt Representative from time
to time party hereto and Wilmington Trust, National Association, as Collateral Trustee (in such capacity and together with
its successors in such capacity, the “ Collateral Trustee ” ).
RECITALS
Delta intends to enter into a Credit Agreement, dated as of the date hereof, among Delta, the guarantors party thereto,
Barclays Bank PLC, as administrative agent (in such capacity and together with its successors and assigns, the “
Administrative Agent
” ), and the lenders party thereto.
Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below.
Delta and the other Grantors intend to secure the obligations under the Credit Agreement and any future Priority Lien
Obligations on a priority basis and, subject to such priority, intend to secure any future Junior Lien Obligations, with Liens
on all current and future Collateral to the extent that such Liens have been provided for in the applicable Security
Documents.
This Agreement sets forth the terms on which each Secured Party has appointed the Collateral Trustee to act as the
collateral trustee for the current and future holders of the Secured Debt Obligations to receive, hold, maintain, administer
and distribute the Collateral at any time delivered to the Collateral Trustee or the subject of the Security Documents, and to
enforce the Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with respect thereto
or thereunder and the proceeds thereof.
AGREEMENT
In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:
SECTION 1.1 Defined Terms . The following terms will have the following meanings:
“ Act of Required Debtholders ” means, as to any matter at any time:
(1)
prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the Collateral
Trustee by or with the written consent of the holders of more than 50% of the Priority Lien Debt, calculated in
accordance with Section 7.2 and as follows:
ARTICLE 1.
DEFINITIONS; PRINCIPLES OF CONSTRUCTION