Delta Airlines 2012 Annual Report Download - page 304

(2) signs, through its designated Secured Debt Representative identified pursuant to Section 3.8(b),
a Collateral Trust Joinder and delivers the same to the Collateral Trustee.
(b) Delta will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each
Person who is, or who becomes, the registered holder of Junior Lien Debt or the registered holder of Priority Lien Debt
incurred by Delta or any other Grantor after the date of this Agreement in accordance with the terms of all applicable
Secured Debt Documents. Delta may only effect such designation by delivering to the Collateral Trustee an Additional
Secured Debt Designation stating that:
(1) Delta or such other Grantor intends to incur additional Secured Debt ( “ Additional Secured
Debt ” ) which will either be (i) Priority Lien Debt permitted by each applicable Secured Debt Document to be
secured by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Junior
Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien equally and ratably
with all previously existing and future Junior Lien Debt;
(2) specifying the name and address of the Secured Debt Representative for such series of
Additional Secured Debt (if any) for purposes of Section 7.7.
(3) Delta and each other Grantor has duly authorized, executed (if applicable) and recorded (or
caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the
Additional Secured Debt is secured by the Collateral in accordance with the Security Documents;
(4) attaching as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement
duly executed by Delta, each other Grantor and each Guarantor, which Reaffirmation Agreement shall be
substantially in the form of Exhibit 1 to Exhibit A hereto; and
(5) Delta has caused a copy of the Additional Secured Debt Designation and the related Collateral
Trust Joinder to be delivered to each then existing Secured Debt Representative.
Although Delta shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust
Joinder to each then existing Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt
Designation and/or Lien Sharing and Priority Confirmation to any then existing Secured Debt Representative shall not affect
the status of such debt as Additional Secured Debt if the other requirements of this Section 3.8 are complied with.
Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Delta or any other Grantor to incur
additional Indebtedness unless otherwise permitted by the terms of all applicable Secured Debt Documents.
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