Delta Airlines 2012 Annual Report Download - page 331

[EXHIBIT B
to Collateral Trust Agreement]
[FORM OF]
COLLATERAL TRUST JOINDER - ADDITIONAL DEBT
Reference is made to the Collateral Trust Agreement dated as of October 18, 2012 (as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”)
among Delta
Air Lines, Inc. (“Delta”), the Grantors from time to time party thereto, Barclays Bank PLC, as Administrative Agent under
the Credit Agreement (as defined therein) and Wilmington Trust, National Association, as Collateral Trustee. Capitalized
terms used but not otherwise defined herein shall have the meaning set forth in the Collateral Trust Agreement. This
Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a
condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being additional
secured debt under the Collateral Trust Agreement.
1. Joinder . The undersigned, _____________________, a _______________, (the “New Representative”) as
[trustee, administrative agent] under that certain [ described applicable indenture, credit agreement or other document
governing the additional secured
debt] hereby agrees to become party as [a Junior Lien Representative] [a Priority Lien
Representative] under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound
by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust
Agreement as of the date thereof.
2. Lien Sharing and Priority Confirmation .
[ Option A: to be used if Additional Debt is Junior Lien Debt ] The undersigned New Representative, on behalf of
itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as
Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of
Priority Lien Debt and Junior Lien Debt, each existing and future Priority Lien Representative, each other existing and
future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being
treated as Secured Debt under the Collateral Trust Agreement that:
(a)
all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any
time granted by Delta or any other Grantor to the Collateral Trustee to secure any Obligations in respect of
any Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series
of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the
benefit of all holders of Junior Lien Obligations equally and ratably;
(b)
the New Representative and each holder of Obligations in respect of the Series of Junior Lien
Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of this
Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of
proceeds from the enforcement of Junior Liens; and
(c)
the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the
other Security Documents. [or]