EX-10.1(B) SECOND LIEN TERM LOAN AND GUAR. AGRMT.






Exhibit 10.1 (b)




Execution Version



Note: Any representations and warranties of a party set forth in this agreement (including all
exhibits and schedules) have been made solely for the benefit of the other party to the agreement.
Some of those representations and warranties were made only as of the date of the agreement or such
other date as specified in the agreement, may be subject to a contractual standard of materiality
different from what may be viewed as material to stockholders, or may have been used for the
purpose of allocating risk between the parties rather than establishing matters as facts. The
agreement is included with this filing only to provide investors with information regarding the
terms of the agreement, and not to provide investors with any other factual or disclosure
information regarding the registrant or its business.




SECOND LIEN TERM LOAN AND GUARANTY AGREEMENT




Among




DELTA AIR LINES, INC.,




as Borrower,




and




THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,




as Guarantors




and




THE LENDERS PARTY HERETO,




and




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent and Collateral Agent




BARCLAYS CAPITAL,

as Syndication Agent




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Co-Lead Arranger and Joint Bookrunner




MERRILL LYNCH COMMERCIAL FINANCE CORP.,

as Co-Lead Arranger and Joint Bookrunner




BARCLAYS CAPITAL,

as Joint Bookrunner




CREDIT SUISSE SECURITIES (USA) LLC,

as Co-Documentation Agent




 









 





TABLE OF CONTENTS

(continued)




Page




C.I.T. LEASING CORPORATION

as Co-Documentation Agent




Dated as of April 30, 2007




ii









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Terms Generally
	 	 	37	 
	SECTION 1.03. Accounting Terms; GAAP
	 	 	38	 
	 
	 	 	 	 
	SECTION 2. AMOUNT AND TERMS OF CREDIT
	 	 	38	 
	 
	 	 	 	 
	SECTION 2.01. Commitments of the Lenders
	 	 	38	 
	SECTION 2.02. Requests for Borrowings
	 	 	39	 
	SECTION 2.03. Funding of Borrowings
	 	 	39	 
	SECTION 2.04. Interest Elections
	 	 	40	 
	SECTION 2.05. Limitation on Eurodollar Tranches
	 	 	41	 
	SECTION 2.06. Interest on Loans
	 	 	41	 
	SECTION 2.07. Default Interest
	 	 	41	 
	SECTION 2.08. Alternate Rate of Interest
	 	 	42	 
	SECTION 2.09. Amortization of Second Lien Term Loan; Repayment of Loans; Evidence of Debt
	 	 	42	 
	SECTION 2.10. Mandatory Prepayment; Commitment Termination
	 	 	43	 
	SECTION 2.11. Optional Prepayment of Loans
	 	 	45	 
	SECTION 2.12. Increased Costs
	 	 	45	 
	SECTION 2.13. Break Funding Payments
	 	 	47	 
	SECTION 2.14. Taxes
	 	 	47	 
	SECTION 2.15. Payments Generally; Pro Rata Treatment
	 	 	48	 
	SECTION 2.16. Mitigation Obligations; Replacement of Lenders
	 	 	49	 
	SECTION 2.17. Certain Fees
	 	 	50	 
	SECTION 2.18. Nature of Fees
	 	 	50	 
	SECTION 2.19. Right of Set-Off
	 	 	50	 
	SECTION 2.20. Payment of Obligations
	 	 	51	 
	SECTION 2.21. Defaulting Lenders
	 	 	51	 
	 
	 	 	 	 
	SECTION 3. REPRESENTATIONS AND WARRANTIES
	 	 	51	 
	 
	 	 	 	 
	SECTION 3.01. Organization and Authority
	 	 	52	 
	SECTION 3.02. Air Carrier Status
	 	 	52	 
	SECTION 3.03. Due Execution
	 	 	52	 
	SECTION 3.04. Statements Made
	 	 	53	 
	SECTION 3.05. Financial Statements; Material Adverse Change
	 	 	53	 
	SECTION 3.06. Ownership
	 	 	54	 
	SECTION 3.07. Liens
	 	 	54	 
	SECTION 3.08. Use of Proceeds
	 	 	54	 
	SECTION 3.09. Litigation and Environmental Matters
	 	 	54	 
	SECTION 3.10. FAA Slot Utilization
	 	 	54	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 3.11. Primary Foreign Slot Utilization
	 	 	55	 
	SECTION 3.12. Primary Route Utilization
	 	 	55	 
	SECTION 3.13. Margin Regulations; Investment Company Act
	 	 	55	 
	SECTION 3.14. ERISA
	 	 	55	 
	SECTION 3.15. Properties
	 	 	56	 
	SECTION 3.16. Perfected Security Interests
	 	 	56	 
	SECTION 3.17. Payment of Taxes
	 	 	57	 
	SECTION 3.18. Section 1110
	 	 	57	 
	 
	 	 	 	 
	SECTION 4. CONDITIONS OF LENDING
	 	 	57	 
	 
	 	 	 	 
	SECTION 4.01. Conditions Precedent to Initial Loans
	 	 	57	 
	 
	 	 	 	 
	SECTION 5. AFFIRMATIVE COVENANTS
	 	 	63	 
	 
	 	 	 	 
	SECTION
5.01. Financial Statements, Reports, etc.
	 	 	64	 
	SECTION 5.02. Existence
	 	 	67	 
	SECTION 5.03. Insurance
	 	 	67	 
	SECTION 5.04. Maintenance of Properties
	 	 	69	 
	SECTION 5.05. Obligations and Taxes
	 	 	69	 
	SECTION
5.06. Notice of Event of Default, etc.
	 	 	69	 
	SECTION 5.07. Access to Books and Records
	 	 	69	 
	SECTION 5.08. Compliance with Laws
	 	 	70	 
	SECTION 5.09. Appraisal Reports and Field Audits
	 	 	71	 
	SECTION 5.10. FAA and DOT Matters; Citizenship
	 	 	71	 
	SECTION 5.11. FAA Slot Utilization
	 	 	72	 
	SECTION 5.12. Primary Foreign Slot Utilization
	 	 	72	 
	SECTION 5.13. Primary Route Utilization
	 	 	72	 
	SECTION 5.14. Additional Subsidiaries
	 	 	72	 
	SECTION 5.15. [Reserved]
	 	 	73	 
	SECTION 5.16. Additional Collateral; Additional Grantors
	 	 	73	 
	SECTION 5.17. Pledged Spare Parts
	 	 	74	 
	SECTION 5.18. Further Assurances
	 	 	74	 
	SECTION 5.19. Post Closing Items
	 	 	74	 
	 
	 	 	 	 
	SECTION 6. NEGATIVE COVENANTS
	 	 	75	 
	 
	 	 	 	 
	SECTION 6.01. Liens
	 	 	75	 
	SECTION
6.02. Merger, etc.
	 	 	78	 
	SECTION 6.03. Indebtedness
	 	 	78	 
	SECTION 6.04. Fixed Charge Coverage
	 	 	81	 
	SECTION 6.05. Unrestricted Cash Reserve
	 	 	81	 
	SECTION 6.06. Coverage Ratio
	 	 	81	 
	SECTION 6.07. Dividends; Capital Stock
	 	 	82	 
	SECTION 6.08. Transactions with Affiliates
	 	 	83	 
	SECTION 6.09. Investments, Loans and Advances
	 	 	83	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.10. Disposition of Assets
	 	 	86	 
	SECTION 6.11. Nature of Business
	 	 	86	 
	SECTION 6.12. Fiscal Year
	 	 	86	 
	 
	 	 	 	 
	SECTION 7. EVENTS OF DEFAULT
	 	 	86	 
	 
	 	 	 	 
	SECTION 7.01. Events of Default
	 	 	86	 
	 
	 	 	 	 
	SECTION 8. THE AGENTS
	 	 	90	 
	 
	 	 	 	 
	SECTION 8.01. Administration by Agents
	 	 	90	 
	SECTION 8.02. Rights of Administrative Agent and Collateral Agent
	 	 	90	 
	SECTION 8.03. Liability of Agents
	 	 	90	 
	SECTION 8.04. Reimbursement and Indemnification
	 	 	91	 
	SECTION 8.05. Successor Agents
	 	 	92	 
	SECTION 8.06. Independent Lenders
	 	 	92	 
	SECTION 8.07. Advances and Payments
	 	 	92	 
	SECTION 8.08. Sharing of Setoffs
	 	 	93	 
	SECTION 8.09. Other Agents
	 	 	93	 
	 
	 	 	 	 
	SECTION 9. GUARANTY
	 	 	94	 
	 
	 	 	 	 
	SECTION 9.01. Guaranty
	 	 	94	 
	SECTION 9.02. No Impairment of Guaranty
	 	 	95	 
	SECTION
9.03. Continuation and Reinstatement, etc.
	 	 	95	 
	SECTION 9.04. Subrogation
	 	 	95	 
	 
	 	 	 	 
	SECTION 10. MISCELLANEOUS
	 	 	96	 
	 
	 	 	 	 
	SECTION 10.01. Notices
	 	 	96	 
	SECTION 10.02. Successors and Assigns
	 	 	96	 
	SECTION 10.03. Confidentiality
	 	 	100	 
	SECTION 10.04. Expenses; Indemnity; Damage Waiver
	 	 	100	 
	SECTION 10.05. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	102	 
	SECTION 10.06. No Waiver
	 	 	102	 
	SECTION 10.07. Extension of Maturity
	 	 	102	 
	SECTION
10.08. Amendments, etc.
	 	 	102	 
	SECTION 10.09. Severability
	 	 	104	 
	SECTION 10.10. Headings
	 	 	104	 
	SECTION 10.11. Survival
	 	 	104	 
	SECTION 10.12. Execution in Counterparts; Integration; Effectiveness
	 	 	104	 
	SECTION 10.13. USA Patriot Act
	 	 	104	 
	SECTION 10.14. Registrations with International Registry
	 	 	105	 
	SECTION 10.15. WAIVER OF JURY TRIAL
	 	 	105	 
	SECTION 10.16. Intercreditor Arrangements
	 	 	105	 







iii









 








	 	 	 	 	 
	ANNEX A

	 	-
	 	Commitment Amounts
	EXHIBIT A

	 	-
	 	Form of Second Lien Real Estate Mortgage
	EXHIBIT B

	 	-
	 	Form of Second Lien Security Agreement
	EXHIBIT C

	 	-
	 	Form of Second Lien Pledge Agreement
	EXHIBIT D

	 	-
	 	Form of Second Lien Slot, Gate and Route Security and Pledge Agreement
	EXHIBIT E

	 	-
	 	Form of Second Lien Aircraft Mortgage
	EXHIBIT F-1

	 	-
	 	Form of Second Lien Trademark Security Agreement
	EXHIBIT F-2

	 	-
	 	Form of Second Lien Patent Security Agreement
	EXHIBIT F-3

	 	-
	 	Form of Second Lien Copyright Security Agreement
	EXHIBIT G-1

	 	-
	 	Form of Opinion of Davis Polk & Wardwell
	EXHIBIT G-2

	 	-
	 	Form of Opinion of Kilpatrick Stockton LLP
	EXHIBIT G-3

	 	-
	 	Form of Opinion of Keating Muething & Klekamp PLL
	EXHIBIT G-4

	 	-
	 	Form of Opinion of Akerman Senterfitt
	EXHIBIT G-5

	 	-
	 	Form of Opinion of Morris, Nichols, Arsht & Tunnell LLP
	EXHIBIT G-6

	 	-
	 	Form of Opinion of Daugherty, Fowler, Peregrin, Haught & Jenson 
	EXHIBIT H

	 	-
	 	Form of Instrument of Assumption and Joinder
	EXHIBIT I

	 	-
	 	Form of Intercreditor Agreement
	EXHIBIT J

	 	-
	 	Form of Assignment and Acceptance
	EXHIBIT K

	 	-
	 	Form of Eligible Accounts Receivable Calculation Certificate






	 	 	 	 	 
	SCHEDULE 1.01(a)

	 	-
	 	Excluded Flight Simulators
	SCHEDULE 1.01(b)

	 	-
	 	Immaterial Subsidiaries
	SCHEDULE 1.01(c)

	 	-
	 	Restricted Accounts
	SCHEDULE 1.01(d)

	 	-
	 	Restructuring Aircraft
	SCHEDULE 3.06

	 	-
	 	Subsidiaries
	SCHEDULE 3.07

	 	-
	 	Existing Liens
	SCHEDULE 3.09

	 	-
	 	Litigation
	SCHEDULE 3.14

	 	-
	 	ERISA
	SCHEDULE 3.15(a)

	 	-
	 	Real Property Interests
	SCHEDULE 3.17

	 	-
	 	Taxes
	SCHEDULE 3.18

	 	-
	 	Pre 10/22/94 Section 1110 Collateral
	SCHEDULE 5.16

	 	-
	 	737-800 Aircraft Agreements
	SCHEDULE 6.03

	 	-
	 	Indebtedness
	SCHEDULE 6.08

	 	-
	 	Transactions with Affiliates
	SCHEDULE 6.09

	 	-
	 	Existing Investments







v









 








SECOND LIEN TERM LOAN AND GUARANTY AGREEMENT

Dated as of April 30, 2007




          SECOND LIEN TERM LOAN AND GUARANTY AGREEMENT, dated as of April 30, 2007, among DELTA AIR
LINES, INC., a Delaware corporation (the “Borrower”), the direct and indirect domestic
subsidiaries of the Borrower (other than Excluded Subsidiaries and, at the option of the Borrower,
Immaterial Subsidiaries) signatory hereto (each a “Guarantor” and collectively the
“Guarantors”), the several banks and other financial institutions or entities from time to
time party hereto (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as
administrative agent (in such capacity, the “Administrative Agent”), and as collateral
agent for the Lenders (in such capacity, the “Collateral Agent”), GSCP and MERRILL LYNCH
COMMERCIAL FINANCE CORP. (“Merrill Lynch”), as co-lead arrangers and joint bookrunners,
BARCLAYS CAPITAL (“Barclays Capital”), the investment banking division of BARCLAYS BANK
PLC, as syndication agent (in such capacity, the “Syndication Agent”) and as joint
bookrunner, and CREDIT SUISSE SECURITIES (USA) LLC and C.I.T. LEASING CORPORATION, as
co-documentation agents (in such capacity, the “Co-Documentation Agents”).




INTRODUCTORY STATEMENT




          The Borrower has applied to the Lenders for a term loan facility in an aggregate principal
amount not to exceed $900,000,000 as set forth herein. All of the Borrower’s obligations under such
facility are to be guaranteed by the Guarantors.




          The proceeds of the Loans, as well as the proceeds of the First Lien Loans and cash on hand,
will be used to repay in full all of the obligations of the Borrower and the Guarantors under and
in connection with the Existing DIP Facilities, for working capital and other general corporate
purposes of the Borrower and its Subsidiaries and for the other purposes described in Section 3.08.




          To provide guarantees and security for the repayment of the Loans, and the payment of the
other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents,
the Borrower and the Guarantors will, among other things, provide to the Administrative Agent, the
Collateral Agent and the Lenders the following (each as more fully described herein):




          (a) a guaranty from each of the Guarantors of the due and punctual payment and performance of
the Second Priority Obligations of the Borrower pursuant to Section 9 hereof; and




          (b) a security interest in or mortgages (or comparable Liens) with respect to the Collateral
from the Borrower and each of the Guarantors pursuant to the Collateral Documents.




          Accordingly, the parties hereto hereby agree as follows:




 









 








SECTION 1.




DEFINITIONS




          SECTION 1.01. Defined Terms.




          “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.




          “Account” shall mean all “accounts” as defined in the UCC, and all rights to payment
for interest (other than with respect to debt and credit card receivables).




          “Account Debtor” shall mean the Person obligated on an Account.




          “Administrative Agent” shall have the meaning set forth in the first paragraph of this
Agreement.




          “Affiliate” shall mean, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person. For
purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be
“controlled by” another Person (a “Controlling Person”) if the Controlling Person
possesses, directly or indirectly, power to direct or cause the direction of the management and
policies of the Controlled Person whether by contract or otherwise; provided, that the PBGC
shall not be an Affiliate of the Borrower or any Guarantor.




          “Agents” shall mean the Administrative Agent, the Collateral Agent, the Syndication
Agent, the Co-Documentation Agents, the Joint Bookrunners and the Joint Lead Arrangers.




          “Agreement” shall mean this Second Lien Term Loan and Guaranty Agreement, as the same
may be amended, restated, modified, supplemented, extended or amended and restated from time to
time.




          “Aggregate Exposure” shall mean, with respect to any Lender at any time, an amount
equal to (a) until the Closing Date, the aggregate amount of such Lender’s Second Lien Term Loan
Commitments at such time and (b) thereafter, the aggregate then unpaid principal amount of such
Lender’s Second Lien Term Loans.




          “Aggregate Exposure Percentage” shall mean, with respect to any Lender at any time,
the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the
Aggregate Exposure of all Lenders at such time.




          “Air Transportation Stabilization Act and Regulations” shall mean the Air
Transportation Safety and System Stabilization Act, P.L. 107-42, as the same may be amended from
time to time, and the regulations promulgated thereunder (14 C.F.R. Part 1310) and related OMB
Regulations, 14 C.F.R. Part 1300.




2









 








          “Aircraft” shall have the meaning set forth in the Second Lien Aircraft Mortgage.




          “Airframe” shall have the meaning set forth in the Second Lien Aircraft Mortgage.




          “Airport Authority” shall mean any city or any public or private board or other body
or organization chartered or otherwise established for the purpose of administering, operating or
managing airports or related facilities, which in each case is an owner, administrator, operator or
manager of one or more airports or related facilities.




          “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater
of (a) the Prime Rate in effect on such day and (b) the sum of the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.




          “ALPA Notes” shall mean the senior unsecured notes in an aggregate principal amount
not to exceed $650,000,000 to be issued by the Borrower for the benefit of the Air Line Pilots
Association in accordance with the Plan of Reorganization and the Bankruptcy Restructuring
Agreement referred to therein.




          “Amex” shall mean American Express Travel Related Services Company, Inc.




          “Applicable Margin” shall mean a rate per annum equal to (i) 2.25% in the case of ABR
Loans and (ii) 3.25% in the case of Eurodollar Loans.




          “Appraisal Report” shall mean an appraisal in form and substance reasonably
satisfactory to the Administrative Agent and prepared by the Appraisers or the Real Estate
Appraiser, as applicable, which certifies, at the time of determination, the Appraised Value of the
applicable Appraised Collateral.




          “Appraised Collateral” shall mean Collateral that is Mortgaged Collateral, Primary
Routes, Appraised FAA Slots, Flight Simulators, Tooling, Ground Support Equipment, Real Property
Assets or any other individual asset that, in each case is included in an Appraisal Report.




          “Appraised FAA Slots” shall mean FAA Slots that are included in an Appraisal Report.




          “Appraised Value” shall mean (a) in the case of Appraised Collateral, the fair market
value thereof as reflected in the most recent Appraisal Report obtained in respect of such
Collateral or assets in accordance with this Agreement; provided that, with respect to
Mortgaged Collateral, “Appraised Value” shall mean the average of the Appraised Value (as otherwise
calculated pursuant to this definition) reflected in the Appraisal Reports obtained from three
separate Appraisers with respect to such Collateral and (b) in the case of Eligible Accounts
Receivable, Eligible Accounts Receivable, as reflected in the most recent Officer’s Certificate
delivered pursuant to Section 5.01(n), each such value referred to in this definition to be (A)
determined in a manner reasonably satisfactory to the Administrative Agent and (B) subject to




3









 




reserves and other criteria established by the Administrative Agent in its commercially
reasonable discretion.




          “Appraisers” shall mean (a) Simat, Helliesen & Eichner, Inc., as to the FAA Slots,
Primary Routes, Primary Foreign Slots, Ground Support Equipment, Tooling and Flight Simulators, (b)
Simat, Helliesen & Eichner, AVITAS, Inc. and BK Associates, Inc., as to Mortgaged Collateral and
(c) such other appraisal firm or firms as may be retained by the Administrative Agent, in
consultation with the Borrower, from time to time.




          “Approved Fund” shall have the meaning given such term in Section 10.02(b).




          “ARB Indebtedness” shall mean, with respect to the Borrower or any of its
Subsidiaries, without duplication, all Indebtedness or obligations of the Borrower or such
Subsidiary created or arising with respect to any limited recourse revenue bonds issued for the
purpose of financing or refinancing improvements to, or the construction or acquisition of, airport
and other related facilities and equipment, the use or construction of which qualifies and renders
interest on such bonds exempt from certain federal or state taxes.




          “Asset Sale” shall mean any sale of Collateral or series of related sales of
Collateral (excluding any Permitted Disposition other than any sale of Eligible Collateral) that
yields Net Cash Proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.




          “Assignment” shall have the meaning given in the Cape Town Convention.




          “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 10.02),
and accepted by the Administrative Agent, substantially in the form of Exhibit J.




          “Associated Rights” shall have the meaning given in the Cape Town Convention.




          “Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and
hereafter amended, and codified as 11 U.S.C. Section 101 et seq.




          “Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern
District of New York.




          “Barclays” shall mean Barclays Bank PLC.




          “Barclays Capital” shall have the meaning set forth in the first paragraph of this
Agreement.




          “Board” shall mean the Board of Governors of the Federal Reserve System of the United
States.




          “Borrower” shall have the meaning set forth in the first paragraph of this Agreement.




4









 








          “Borrowing” shall mean the incurrence, conversion or continuation of Loans of a single
Type made from the Lenders on a single date and having, in the case of Eurodollar Loans, a single
Interest Period.




          “Borrowing Request” shall mean a request by the Borrower for a Borrowing in accordance
with Section 2.02.




          “Business Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are required or authorized to remain closed; provided,
however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits on the London
interbank market.




          “Cape Town Convention” shall mean the official English language texts of the
Convention on International Interests in Mobile Equipment and the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were
signed in Cape Town, South Africa, as in effect in any applicable jurisdiction, as the same may be
amended from time to time.




          “Capitalized Lease” shall mean, as applied to any Person, any lease of property by
such Person as lessee which would be capitalized on a balance sheet of such Person prepared in
accordance with GAAP. The amount of obligations of such Person under a Capitalized Lease shall be
the capitalized amount thereof determined in accordance with GAAP.




          “Cases” shall mean the voluntary petitions for relief filed by the Borrower and each
of the Guarantors with the Bankruptcy Court pursuant to chapter 11 of the Bankruptcy Code.




          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as heretofore and hereafter amended.




          “Change in Law” shall mean, after the date hereof, (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in any law (including pursuant to
any treaty or, for purposes of Section 5.09, any other agreement governing the right to fly
international routes), rule or regulation or in the interpretation or application thereof by any
Governmental Authority, Airport Authority, or Foreign Aviation Authorities after the date of this
Agreement applicable to the Borrower or any of the Guarantors or (c) compliance by any Lender (or,
for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s holding
company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of this Agreement.




          “Change of Control” shall mean (a) the acquisition after the Closing Date (other than
pursuant to a Permitted Change of Control Transaction) of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity
Interests representing more than 40% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the Borrower; or (b) during any period of twelve




5









 







consecutive months, a majority of the board of directors (excluding vacant seats) of the
Borrower shall cease to consist of Continuing Directors.




          “Closing Date” shall mean the date on which this Agreement has been executed and the
conditions precedent to the making of the initial Loans set forth in Section 4.01 have been
satisfied or waived.




          “Co-Documentation Agents” shall have the meaning set forth in the first paragraph of
this Agreement.




          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.




          “Collateral” shall mean all of the “Collateral” referred to in the Collateral
Documents, which shall not include (a) the Excluded Accounts or (b) other items as set forth in the
Collateral Documents.




          “Collateral Agent” shall have the meaning set forth in the first paragraph of this
Agreement.




          “Collateral Documents” shall mean, collectively, the Second Lien Security Agreement,
the Second Lien Pledge Agreement, the Second Lien Aircraft Mortgage (including, without limitation,
any Mortgage Supplement), the Second Lien Real Estate Mortgages, the Second Lien SGR Security
Agreement, the Second Lien Trademark Security Agreement, the Second Lien Patent Security Agreement,
the Second Lien Copyright Security Agreement, any Control Agreements and other agreements,
instruments or documents that create or purport to create a Lien in favor of the Collateral Agent
for the benefit of the Second Priority Secured Parties.




          “Collateral Event” shall mean, with respect to an item of Appraised Collateral, any of
the events described below:




          (a) with respect to any and all Appraised FAA Slots affected thereby, the occurrence of any
event, including the Borrower’s or any applicable Guarantor’s abandonment or failure to comply with
any applicable Use or Lose Rule, that would allow the FAA or other Governmental Authority or
Foreign Aviation Authority to withdraw, cancel, suspend or terminate the Borrower’s or such
Guarantor’s authority to hold or use 15% or more of the Appraised FAA Slots at any one airport
(with the resulting appraisal under Section 5.09 being of the Appraised FAA Slots at such airport);
or




          (b) with respect to any Primary Route, abandonment by the Borrower or any applicable Guarantor
thereof or the occurrence of any event that would allow the DOT, any Governmental Authority, or any
Foreign Aviation Authority to withdraw, cancel, suspend or terminate the authority granted to the
Borrower or any applicable Guarantor that authorizes the Borrower or any applicable Guarantor to
operate scheduled foreign air transportation of persons, property and mail over such Primary Route
or to use any associated Primary Foreign Slot(s) other than (i) in cases where such Primary Route
or Primary Foreign Slot(s) has been transferred or otherwise disposed of as permitted in this
Agreement or the Second Lien SGR Security




6









 







Agreement or (ii) in the case of any suspension or loss of a Primary Foreign Slot(s), such
suspension or loss could not reasonably be expected to have a material adverse effect on the value
of the relevant Primary Route taken as a whole; or




          (c) the failure of any material assumption contained in any Appraisal Report to be true,
except to the extent such failure could not reasonably be expected to affect in a materially
adverse manner the Appraised Value of the applicable Appraised Collateral.




          “Comair” shall mean Comair, Inc., an Ohio corporation.




          “Confirmation Order” shall mean the order of the Bankruptcy Court confirming the Plan
of Reorganization pursuant to Section 1129 of the Bankruptcy Code, together with all schedules and
exhibits thereto.




          “Connection Carrier” shall mean any regional carrier that operates flights using the
“DL” designation code pursuant to contractual arrangements with the Borrower.




          “Consummation of the Plan of Reorganization” shall mean the occurrence of the
Effective Date (as defined in the Plan of Reorganization) and the substantial consummation of the
Plan of Reorganization within the meaning of Section 1101(2) of the Bankruptcy Code.




          “Continuing Directors” shall mean the directors of the Borrower on the Closing Date,
after giving effect to the Plan of Reorganization and the other transactions contemplated hereby,
and each other director, if, in each case, such other director’s nomination for election to the
board of directors of the Borrower is recommended by at least a majority of the then Continuing
Directors.




          “Control Agreements” shall mean the Shifting Control Deposit Account Agreements, the
Full Control Deposit Account Agreements, the Shifting Control Securities Account Agreements and the
Full Control Securities Account Agreements.




          “Cure Collateral” shall mean (a) cash collateral and Qualified Permitted Investments
pledged to the Collateral Agent (and held in segregated accounts at the Administrative Agent or the
First Lien Administrative Agent subject to Full Control Deposit Account Agreements and/or Full
Control Securities Account Agreements, as the case may be), (b) amounts deemed to have been
received by the Borrower and designated as Cure Collateral pursuant to Section 6.06(b) and (c)
other assets (including aircraft, airframes, engines, spare parts, Group Support Equipment and
Flight Simulators) of the Borrower or any Guarantor which shall be reasonably satisfactory to the
Collateral Agent, and all of which assets shall (i) (other than Cure Collateral of the type
described in clause (a) and (b) above) be valued by a new Appraisal Report or Field Audit, as the
case may be, at the time the Borrower designates such assets as Cure Collateral and (ii) be subject
to a perfected second priority (subject to Specified Permitted Collateral Liens) Lien and/or
mortgage (or comparable Lien) in favor of the Collateral Agent and otherwise subject only to
Permitted Collateral Liens.




          “CVG Notes” shall mean the unsecured notes in an aggregate principal amount not to
exceed $85,000,000 to be issued by the Borrower to the trustee under the Trust Indenture dated as
of February 1, 1992 between Kenton County Airport Board and UMB Bank N.A., as




7









 







trustee (the “CVG Bond Indenture”), on behalf of the holders of bonds issued under the
CVG Bond Indenture in accordance with the Plan of Reorganization and the CVG Settlement Agreement
referred to therein.




          “Defaulting Lender” shall mean any Lender that (a) has failed to fund any portion of
the Loans required to be funded hereunder within one (1) Business Day of the date required to be
funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has
otherwise failed to pay over to the Administrative Agent or any Lender (or its banking Affiliates)
any other amount required to be paid by it hereunder within one (1) Business Day of the date when
due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.




          “Designated Cash Management Obligations” means, as applied to any Person, any direct
or indirect liability, contingent or otherwise, of such Person in respect of any treasury,
depository and cash management services and automated clearing house transfers of funds services
provided by a First Lien Lender or any of its banking Affiliates, as permitted by Section 6.03(h),
including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and
disbursements in connection therewith, in each case as designated by the Borrower from time to time
by notice to the Administrative Agent as constituting “Designated Cash Management Obligations”.




          “Designated Hedging Agreement” means any Hedging Agreement to the extent that the
Indebtedness related thereto is owing to a First Lien Lender or any of its Affiliates and is
permitted by Section 6.03(f) or (g), designated by the Borrower from time to time by notice to the
Administrative Agent as a “Designated Hedging Agreement”.




          “Disposition” shall mean, with respect to any property, any sale, lease, sale and
leaseback, conveyance, transfer or other disposition thereof. The terms “Dispose” and
“Disposed of” shall have correlative meanings.




          “Dollars” and “$” shall mean lawful money of the United States of America.




          “DOT” shall mean the United States Department of Transportation and any successor
thereto.




          “Earned Revenue Percentage” shall mean, a percentage, representing the estimated
portion of credit card revenue which has been earned by performance at any point in time, based on
a rolling twelve-month analysis of ticket sales versus “booking curve” (i.e., tickets used for
actual flights) experienced by the Borrower during the most recent Rolling Twelve Month period for
which such information is available at the time of such determination. The Earned Revenue
Percentage shall be subject to re-determination by the Administrative Agent based upon information
contained in each Officer’s Certificate delivered by the Borrower to the Administrative Agent
pursuant to Section 5.01(n), as updated from time to time in the reasonable discretion of the
Administrative Agent, by the most recent Field Audit.




          “EBITDAR” shall mean, for any period, all as determined in accordance with GAAP,
without duplication, an amount equal to (a) the consolidated net income (or net loss) of the
Borrower and its Subsidiaries for such period, plus (b) the sum of (i) any provision for




8









 







income taxes, (ii) Interest Expense for such period, (iii) extraordinary, non-recurring or
unusual losses for such period, (iv) depreciation and amortization for such period, (v) amortized
debt discount for such period, (vi) the amount of any deduction to consolidated net income as the
result of any grant to any employee of the Borrower or its Subsidiaries of any Equity Interests,
(vii) depreciation, amortization and aircraft rent expense for such period, in each case to the
extent included in the calculation of consolidated net income of the Borrower and its Subsidiaries
for such period in accordance with GAAP, (viii) any aggregate net loss during such period arising
from a Capital Asset Sale (as defined below), (ix) all other non-cash charges for such period, (x)
costs and expenses, including fees, incurred directly in connection with the consummation of the
transactions contemplated under the Loan Documents to the extent included in the calculation of
consolidated net income, (xi) expenses incurred with respect to the Chapter 11 reorganization as
set forth on the Borrower’s consolidated statement of income for such period, including (A)
professional and other fees, (B) key employee retention program payments, (C) financing fees, (D)
severance costs and (E) any litigation expenses incurred during or in connection with the Cases and
(xii) any charges arising from Fresh Start Reporting adjustments that do not impact the cash flows
of the Borrower and its Subsidiaries to the extent included in the calculation of consolidated net
income of the Borrower and its Subsidiaries for such period in accordance with GAAP, minus
(c) the sum of (i) income tax credits, (ii) interest income, (iii) extraordinary, non-recurring or
unusual gains for such period, (iv) any aggregate net gain during such period arising from the
sale, exchange or other disposition of capital assets by the Borrower or its Subsidiaries
(including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with
the disposition of fixed assets and all securities) (a “Capital Asset Sale”), (v) any gains
arising from Fresh Start Reporting adjustments that do not impact the cash flows of the Borrower
and its Subsidiaries and (vi) any other non-cash gains that have been added in determining
consolidated net income, in each case to the extent included in the calculation of consolidated net
income of the Borrower and its Subsidiaries for such period in accordance with GAAP. For purposes
of this definition, the following items shall be excluded in determining consolidated net income of
the Borrower and its Subsidiaries: (1) the income (or deficit) of any other Person accrued prior to
the date it became a Subsidiary of, or was merged or consolidated into, the Borrower or and of its
Subsidiaries; (2) the income (or deficit) of any other Person (other than a Subsidiary) in which
the Borrower or any of its Subsidiaries has an ownership interest, except to the extent any such
income has actually been received by the Borrower or such Subsidiary, as applicable, in the form of
cash dividends or distributions; (3) any restoration to income of any contingency reserve, except
to the extent that provision for such reserve was made out of income accrued during such period;
(4) any write-up of any asset; (5) any net gain from the collection of the proceeds of life
insurance policies; (6) any net gain arising from the acquisition of any securities, or the
extinguishment, under GAAP, of any Indebtedness, of the Borrower or any of its Subsidiaries; (7) in
the case of a successor to the Borrower by consolidation or merger or as a transferee of its
assets, any earnings of such successor prior to such consolidation, merger or transfer of assets;
and (8) any deferred credit representing the excess of equity in any
Subsidiary at the date of
acquisition of such Subsidiary over the cost to the Borrower or any of its Subsidiaries of the
investment in such Subsidiary.




          “Eligible Accounts” shall mean, at the time of any determination thereof, all of the
Accounts owned by the Borrower and the Guarantors and reflected in the most recent Officer’s
Certificate (substantially in the form of Exhibit K) delivered by the Borrower to the
Administrative Agent pursuant to Section 5.01(n). Criteria and eligibility standards used in




9









 







determining Eligible Accounts may be fixed and revised from time to time by the Administrative
Agent, in its reasonable discretion, and in the Administrative Agent’s reasonable exclusive
judgment, with any changes in such criteria to be effective upon the date of the next Field Audit
to be conducted pursuant to the terms herein. Unless otherwise approved from time to time in
writing by the Administrative Agent, no Account shall be an Eligible Account if, without
duplication:





     (a) the Borrower or a Guarantor does not have sole lawful and absolute title to such
Account; or




     (b) it is not subject to a valid and perfected second priority Lien in favor of the
Collateral Agent for the benefit of the Second Priority Secured Parties, subject to no other
Liens other than Liens permitted by this Agreement; or




     (c) (i) it is unpaid more than 90 days from the original date of invoice or 60 days
from the original due date or (ii) it has been written off the books of the Borrower or a
Guarantor or has been otherwise designated on such books as uncollectible; or




     (d) the Account Debtor is the subject of any bankruptcy case or insolvency proceeding
of any kind (other than postpetition accounts payable of an Account Debtor that is a debtor
in possession under the Bankruptcy Code and reasonably acceptable to the Administrative
Agent); or




     (e) the Account is not payable in Dollars or the Account Debtor is either not organized
under the laws of the United States of America, any state of the United States of America or
the District of Columbia or is located outside or has its principal place of business or
substantially all of its assets outside the United States; provided the restrictions
in this clause (e) shall not apply to any Account if the Account Debtor related thereto is a
travel agency that is a member of Bank Settlement Plan so long as the method used for
converting such Account payables into Dollars for purposes of valuation is reasonably
acceptable to the Administrative Agent; or




     (f) the Account Debtor is the United States of America or any department, agency or
instrumentality thereof, unless the relevant Borrower duly assigns its rights to payment of
such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940,
as amended, which assignment and related documents and filings shall be in form and
substance reasonably satisfactory to the Administrative Agent; or




     (g) the associated revenue from such Account has not been earned by the Borrower or the
Guarantor (it being understood that Accounts arising from Travel Agency Cash Transactions
shall be deemed earned at the time such receivable is recorded); or




     (h) to the extent the Account has been classified as a note receivable by the Borrower
or a Guarantor; or




     (i) the Account is a non-trade Account (other than any interest with respect to deposit
accounts or Permitted Investments); or



10









 






     (j) it arises out of a sale made by the Borrower or a Guarantor to an employee,
officer, agent, director, stockholder, Subsidiary or Affiliate of the Borrower or a
Guarantor; or




     (k) such Account was not paid in full, and the Borrower or a Guarantor created a new
receivable for the unpaid portion of the Account, and other Accounts constituting
chargebacks, debit memos and other adjustments for unauthorized deductions; or




     (l) such Account is subject to any counterclaim, deduction, defense, setoff or dispute,
but only to the extent of the amount of such counterclaim, deduction, defense, setoff or
dispute, unless the Administrative Agent, in its sole discretion, has established an
appropriate reserve and determines to include such Account as an Eligible Account; or




     (m) as to any Account, to the extent that a check, promissory note, draft, trade
acceptance or other instrument for the payment of money has been received, presented for
payment and returned uncollected for any reason (other than bank error prior to the
correction thereof); or




     (n) such Account is a clearinghouse interline Account.



          “Eligible Accounts Receivable” shall mean, at the time of determination thereof, the
sum of Eligible Accounts plus the Estimated Credit Card Receivables Component.




          “Eligible Assignee” shall mean (a) a commercial bank having total assets in excess of
$1,000,000,000, (b) a finance company, insurance company or other financial institution or fund, in
each case reasonably acceptable to the Administrative Agent, which in the ordinary course of
business extends credit of the type contemplated herein or invests therein and has total assets in
excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction
under Section 4975 of the Code or Section 406 of ERISA, (c) an Affiliate of the assignor Lender,
(d) an Approved Fund and (e) any other financial institution reasonably satisfactory to the
Administrative Agent.




          “Eligible Collateral” shall mean (a) all Mortgaged Collateral, Ground Support
Equipment, Tooling, Flight Simulators, Primary Routes, FAA Slots, Eligible Accounts Receivable and
Real Property Assets, in each case to the extent owned or held by the Borrower or a Guarantor and
on which the Collateral Agent shall have a valid and perfected second priority (subject to
Specified Permitted Collateral Liens) Lien and/or mortgage (or comparable Lien), and which is
otherwise subject only to Permitted Collateral Liens, provided that if an Aircraft is
Parked for more than thirty (30) days, such Aircraft shall be excluded from Eligible Collateral in
its entirety unless three new Appraisal Reports establishing the current Appraised Value of such
Aircraft in its Parked condition are delivered to the Administrative Agent, (b) cash collateral and
Permitted Investments in an aggregate amount not to exceed $750,000,000 pledged to the Collateral
Agent and held in accounts subject to Control Agreements, (c) cash collateral and Permitted
Investments maintained in accounts with the Administrative Agent pursuant to Section 2.10(a) and
(d) any Cure Collateral designated (or deemed designated pursuant to Section 6.06(b)) by the
Borrower at its discretion.




11









 








          “Engine” shall have the meaning set forth in the Second Lien Aircraft Mortgage.




          “Entry Point Filing Forms” shall mean each of the FAA form AC 8050-135 forms to be
filed with the FAA on the Closing Date.




          “Environmental Laws” shall mean all laws (including common law), statutes, rules,
regulations, codes, ordinances, orders, decrees, judgments, injunctions or legally binding
requirements or agreements issued, promulgated or entered into by or with any Governmental
Authority, relating to the environment, preservation or reclamation of natural resources, the
handling, treatment, storage, disposal, Release or threatened Release of, or the exposure of any
Person (including employees) to, any pollutants, contaminants or any toxic, radioactive or
otherwise hazardous materials.




          “Environmental Liability” shall mean any liability, contingent or otherwise,
(including any liability for damages, natural resource damage, costs of environmental
investigation, remediation or monitoring, administrative oversight, costs, fines or penalties)
resulting from or based upon (a) violation of any Environmental Law or requirement of any Airport
Authority relating to environmental matters, (b) the generation, use, handling, transportation,
storage, treatment, disposal or the arrangement for disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous
Materials into the environment or (e) any contract, agreement, lease or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.




          “Environmental Permits” shall mean any and all permits, licenses, approvals,
registrations, notifications, exemptions and any other authorization issued pursuant to or required
under any Environmental Law or by any Airport Authority with respect to environmental matters.




          “Equity Interests” shall mean shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other
equity ownership interests in a Person (whether direct or indirect), and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any such equity interest.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated thereunder.




          “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as (i) a single employer under Section 414(b) or (c) of the
Code, or (ii) solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code, or that is under common control with the
Borrower within the meaning of Section 4001 of ERISA.




          “Escrow Accounts” shall mean (1) accounts of the Borrower or any Subsidiary, solely to
the extent any such accounts hold funds set aside by the Borrower or any Subsidiary to manage the
collection and payment of amounts collected, withheld or incurred by the Borrower or such
Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and
backup withholding tax, employment taxes, transportation excise taxes and security related




12









 







charges, (b) any and all state and local income tax withholding, employment taxes and related
charges and fees and similar taxes, charges and fees, including, but not limited to, state and
local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability
taxes, workman’s or workers’ compensation charges and related charges and fees, (c) state and local
taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy
taxes, (d) passenger facility fees and charges collected on behalf of and owed to various
administrators, institutions, authorities, agencies and entities, (e) other similar federal, state
or local taxes, charges and fees (including without limitation any amount required to be withheld
or collected under applicable law) and (f) other funds held in trust for an identified beneficiary
in an aggregate amount pursuant to this clause (f) not to exceed $150,000,000; in each case, held
in escrow accounts, trust funds or other segregated accounts, plus accrued interest; or (2)
accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other
similar accounts or funds established in connection with the ARB Indebtedness.




          “Estimated Credit Card Receivables Component” shall mean an amount representing the
estimated portion (determined in accordance with the other provisions of this definition) of
receivables owing to the Borrower in connection with ticket purchases from and other goods and
services provided by the Borrower on major credit cards (including, without limitation, Visa,
MasterCard, American Express, Diners Club, Discover and Carte Blanche) which have been earned by
performance by the Borrower but not yet paid to the Borrower by the credit card issuer or by the
Borrower’s credit card processing bank, as applicable, as determined monthly in accordance with the
following formula and set forth in the most recent Officer’s Certificate delivered to the
Administrative Agent pursuant to Section 5.01(n). Such amount shall be equal to (i) the average
number of days the relevant credit card receivables remained outstanding in the most recent fiscal
month multiplied by (ii) the average daily credit card sales earned for the most recent
fiscal month. The average daily credit card sales earned for the most recent fiscal month shall be
equal to (a) the gross retail credit card sales for the most recent fiscal month available at the
time of determination (it being understood that such number shall only include the Specified Dollar
Receivables (as defined below) if the circumstances described in clause (2) below shall exist)
multiplied by (b) the Applicable Earned Percentage divided by (c) the number of
days in such month. For all purposes hereof, except as set forth in the last sentence of this
definition, “Applicable Earned Percentage” shall be equal to the Earned Revenue Percentage.
The Estimated Credit Card Receivables Component shall be subject to such adjustments as may be
deemed appropriate by the Administrative Agent based upon the results of each Field Audit of the
Borrower conducted after the Closing Date. Notwithstanding the foregoing, (1) until the occurrence
of a Visa/MasterCard Dollar Trigger Event that results in a reserve held by the credit card
processing bank (the “Applicable Reserve”) that is less than 100% of the value of airline
tickets and other goods and services sold on Visa or MasterCard but not yet flown or used or
otherwise earned by performance by the Borrower (the “Unearned Value”), or that is not
calculated based on the Unearned Value, retail credit card receivables due from the credit card
processing bank for Visa or MasterCard that are denominated in Dollars (the “Specified Dollar
Receivables”) shall not be subject to the formula set forth above and the Applicable Earned
Percentage to be applied to such receivables shall be equal to 100%, (2) after the occurrence of a
Visa/MasterCard Dollar Trigger Event that results in an Applicable Reserve that is equal to 0% of
the Unearned Value, or that is not calculated based upon the Unearned




13









 







Value, the Specified Dollar Receivables shall be subject to the formula set forth above (i.e.,
the Applicable Earned Percentage to be applied to such receivables shall be equal to the Earned
Revenue Percentage), and (3) after the occurrence of a Visa/MasterCard Dollar Trigger Event that
results in an Applicable Reserve that is greater than 0% but less than 100% of the Unearned Value,
the Applicable Earned Percentage to be applied to the Specified Dollar Receivables shall be
determined on a straight line basis between the percentages set forth in clauses (1) and (2) above
(it being understood that the Applicable Earned Percentage to be applied to such Specified Dollar
Receivables shall be equal to 100% minus the product of (A) the Applicable Reserve and (B)
the excess, if any, of (I) 100% over (II) the Earned Revenue Percentage).




          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the LIBO Rate.




          “Eurodollar Tranche” shall mean the collective reference to Eurodollar Loans the then
current Interest Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such Loans shall originally have been made on the same day).




          “Event of Default” shall have the meaning given such term in Section 7.




          “Event of Loss” shall have the meaning given such term in the Second Lien Aircraft
Mortgage.




          “Excluded Accounts” shall mean (i) the Escrow Accounts, (ii) the Payroll Accounts,
(iii) the Petty Cash Accounts, (iv) the Restricted Accounts and (v) any other deposit accounts or
securities accounts subject to Permitted Liens of the type described in clauses (c) or (e) of the
definition thereof or liens permitted under clauses (a), (d), (j), (p), (v), (w), (bb), (dd), (ee)
or (s) (to the extent relating to any of the foregoing clauses) of Section 6.01.




          “Excluded Subsidiaries” shall mean Aero Assurance, Ltd. and its subsidiaries.




          “Excluded Taxes” shall mean, with respect to the Administrative Agent, Collateral
Agent, any Lender or any other recipient of any payment to be made by or on account of any
Obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its
net income by the United States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located, (b) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any other jurisdiction in which the Borrower
is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed by any
jurisdiction other than the United States of America or any state thereof or is imposed by the
United States of America on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure to comply with Section 2.14(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office
(or assignment), to receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.14(a).




14









 








          “Existing Amex DIP Facility” shall mean the Second Amended and Restated Advance
Payment Supplements to Delta’s Co-Branded Credit Card Program Agreement and Membership Rewards
Agreement (as amended, restated, amended and restated, supplemented, extended or otherwise modified
to the date hereof), dated as of March 27, 2006, among the Borrower, the direct and indirect
subsidiaries of the Borrower party thereto, Amex and American Express Bank, F.S.B.




          “Existing DIP Facilities” shall mean the Existing GE DIP Facility and the Existing
Amex DIP Facility.




          “Existing DIP Facility Letter of Credit” shall mean each letter of credit that was
issued under the Existing GE DIP Facility and remains outstanding as of the Closing Date.




          “Existing GE DIP Facility” shall mean that certain Amended and Restated Secured
Super-Priority Debtor in Possession Credit Agreement (as amended, restated, amended and restated,
supplemented, extended or otherwise modified to the date hereof), dated as of March 27, 2006, among
the Borrower, the direct and indirect subsidiaries of the Borrower party thereto, the lenders from
time to time party thereto, and General Electric Capital Corporation, as administrative agent and
collateral agent.




          “FAA” shall mean the Federal Aviation Administration of the United States of America
and any successor thereto.




          “FAA Slots” shall mean all “slots” as defined in 14 CFR § 93.213(a)(2), as that
section may be amended or re-codified from time to time, or, in the case of slots at New York
LaGuardia, as defined in the Final Order, Operating Limitations at New York LaGuardia Airport,
Docket No. FAA 2006-25755-82 dated December 13, 2006, as such order may be amended or re-codified
from time to time, and in any subsequent order issued by the FAA related to New York’s LaGuardia
Airport, as such order may be amended or re-codified from time to time, in each case of the
Borrower and, if applicable, any other Guarantor, now held or hereafter acquired (other than
“slots” which have been permanently allocated to another air carrier and in which the Borrower and,
if applicable, any Guarantor holds temporary use rights).




          “Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.




          “Fees” shall collectively mean the fees referred to in Section 2.17.




          “Field Audit” shall mean a field examination conducted by a Field Auditor of the
Borrower’s and the Guarantors’ accounts receivable and books and records related thereto, and the
results of such field examination shall be reasonably satisfactory to the Administrative Agent in
all respects.




15









 








          “Field Auditor” shall mean the Administrative Agent or its Affiliates, appraisers or
other advisors who may be retained by the Administrative Agent to conduct a Field Audit.




          “Fifth-Freedom Rights” shall mean the operational right to enplane passenger traffic
and cargo in a foreign country and deplane it in another foreign country.




          “First Lien Administrative Agent” shall mean the “Administrative Agent” under and as
defined in the First Lien Credit Agreement.




          “First Lien Collateral Agent” shall mean the “Collateral Agent” under and as defined
in the First Lien Credit Agreement.




          “First Lien Credit Agreement” shall mean that certain First Lien Revolving Credit and
Guaranty Agreement (as the same may be amended, restated, modified, supplemented, extended or
amended and restated from time to time), dated as of April 30, 2007, among the Borrower, the
Guarantors, the lenders party thereto, JPMCB, as administrative agent and collateral agent, and the
other parties thereto.




          “First Lien LC Exposure” shall mean the “LC Exposure” as such term is defined in the
First Lien Credit Agreement.




          “First Lien Lender” shall mean the “Lenders” as such term is defined in the First Lien
Credit Agreement.




          “First Lien Loan Documents” shall mean the “Loan Documents” as such term is defined in
the First Lien Credit Agreement.




          “First Lien Loans” shall mean the “Loans” as such term is defined in the First Lien
Credit Agreement.




          “First Lien Obligations” shall mean the sum of (i) the aggregate outstanding principal
amount of the First Lien Loans plus (ii) the First Lien LC Exposure (other than LC Exposure
which has been Cash Collateralized (as defined in the First Lien Credit Agreement)) plus
(iii) the Swap Termination Value of all Designated Hedging Agreements to the extent secured as
permitted by Section 6.01(f).




          “First Priority Obligations” shall have the meaning set forth in the Intercreditor
Agreement.




          “Fixed Charge Coverage Ratio” shall mean, at any date for which such ratio is to be
determined, the ratio of EBITDAR for the Rolling Twelve Month period ended on such date to the sum
of the following for such period: (a) Interest Expense, plus (b) the aggregate cash
aircraft rental expense of the Borrower and its Subsidiaries on a consolidated basis for such
period payable in cash in respect of any aircraft leases (other than Capitalized Leases), all as
determined in accordance with GAAP.




          “Flight Simulators” shall mean the flight simulators and flight training devices of
the Borrower or any applicable Guarantor (including, without limitation, any such simulators or




16









 







training devices located on a Real Property Asset) other than the flight simulators listed on
Schedule 1.01(a) (as such Schedule may be amended from time to time with the consent of the
Administrative Agent).




          “Foreign Aviation Authorities” shall mean any foreign governmental,
quasi-governmental, regulatory or other agencies, public corporations or private entities that
exercise jurisdiction over the authorization (a) to serve any foreign point on each of the Routes
and/or to conduct operations related to the Routes and Supporting Route Facilities and/or (b) to
hold and operate any Foreign Slots.




          “Foreign Lender” shall mean any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of this definition,
the United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.




          “Foreign Slot” shall mean all of the rights and operational authority, now held or
hereafter acquired, of the Borrower and, if applicable, a Guarantor, to conduct one landing or
takeoff at a specific time or in a specific time period on a specific day of the week at each
non-U.S. airport served in conjunction with the Borrower’s, or, if applicable, a Guarantor’s
operations over a Route, other than “slots” which have been permanently allocated to another air
carrier and in which the Borrower and, if applicable, any Guarantor, hold temporary use rights.




          “Fresh Start Reporting” shall mean the preparation of consolidated financial
statements of the Borrower in accordance with American Institute of Certified Public Accountants
Statement of Position (90-7), which reflects the consummation of the transactions contemplated by
the Plan of Reorganization on a presumed effective date of April 30, 2007.




          “Full Control Agreement” shall mean any Full Control Deposit Account Agreement or any
Full Control Securities Account Agreement.




          “Full Control Deposit Account Agreement” shall mean an agreement in writing in form
and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or any
Guarantor, as the case may be, the Collateral Agent or the First Lien Collateral Agent, and any
bank at which the relevant deposit account of the Borrower or any Guarantor, as the case may be, is
at any time maintained.




          “Full Control Securities Account Agreement” shall mean an agreement in writing in form
and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or any
Guarantor, as the case may be, the Collateral Agent or the First Lien Collateral Agent and any
securities intermediary in respect of the relevant securities account.




          “GAAP” shall mean generally accepted accounting principles applied in accordance with
Section 1.03.




          “Gate Interests” shall mean all of the right, title, privilege, interest, and
authority now or hereafter acquired or held by the Borrower or, if applicable, a Guarantor in
connection with the right to use or occupy holdroom and passenger boarding and deplaning space in
any




17









 







airport terminal located in the United States at which the Borrower conducts scheduled
operations.




          “Governmental Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank organization, or other entity
exercising executive, legislative, judicial, taxing or regulatory powers or functions of or
pertaining to government. Governmental Authority shall not include any Person in its capacity as
an Airport Authority.




          “Ground Support Equipment” shall mean the equipment owned by the Borrower or, if
applicable, a Guarantor for crew and passenger ground transportation, cargo, mail and luggage
handling, catering, fuel/oil servicing, de-icing, cleaning, aircraft maintenance and servicing,
dispatching, security and motor vehicles.




          “GSCP” shall have the meaning set forth in the first paragraph of this Agreement.




          “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include (i) endorsements for collection or
deposits or (ii) customary contractual indemnities in commercial agreements, in each case in the
ordinary course of business and consistent with past practice. The amount of any obligation
relating to a Guarantee shall be deemed to be an amount equal to the stated or determinable amount
of the primary obligation in respect of which such Guarantee is made (or, if less, the maximum
reasonably anticipated liability for which such Person may be liable pursuant to the terms of the
instrument evidencing such Guarantee) or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to perform) as
determined by the guarantor in good faith.




          “Guarantor” shall have the meaning set forth in the first paragraph of this Agreement.




          “Hazardous Materials” shall mean all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature that are




18









 







regulated pursuant to, or could reasonably be expected to give rise to liability under, any
Environmental Law.




          “Hedging Agreement” shall mean any agreement with respect to any swap, forward,
future, fuel hedging or other derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, fuel or other commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these
transactions.




          “Immaterial Subsidiaries” shall mean one or more Subsidiaries of the Borrower, for
which, (a) the assets of all such designated Subsidiaries constitute, in the aggregate, no more
than 21/2% of the total assets of the Borrower and its Subsidiaries on a consolidated basis
(determined as of the last day of the most recent fiscal quarter of the Borrower for which
financial statements have been delivered pursuant to Section 5.01), and (b) the revenues of such
Subsidiaries account for no more than 21/2% of the total revenues of the Borrower and its
Subsidiaries on a consolidated basis for the twelve-month period ending on the last day of the most
recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant
to Section 5.01. The domestic Immaterial Subsidiaries as of the Closing Date that are not
Guarantors on the Closing Date shall be listed on Schedule 1.01(b).




          “Indebtedness” of any Person shall mean, without duplication, (a) all obligations of
such Person for borrowed money (including in connection with deposits or advances), (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (d) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accrued expenses incurred and current
accounts payable, in each case in the ordinary course of business), (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others, (g) all obligations of such Person in respect of Capitalized Leases,
(h) all obligations, contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances, (j) all obligations of such person to pay a specified
purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and
similar obligations, and (k) all obligations in respect of Hedging Agreements valued at the amount
equal to what would be payable by such Person to its counterparty to such Hedging Agreements if
such Hedging Agreement was terminated early on such date of determination. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.




          “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.




          “Indemnitee” shall have the meaning given such term in Section 10.04(b).




19









 








          “Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated the
date hereof among the Administrative Agent, the Collateral Agent, JPMCB, as administrative agent
and collateral agent under the First Lien Credit Agreement, the Borrower and the Guarantors party
thereto in substantially the form attached as Exhibit I.




          “Interest Election Request” shall mean a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.04.




          “Interest Expense” shall mean, for any period, the gross cash interest expense
(including the interest component of Capitalized Leases), of the Borrower and its Subsidiaries on a
consolidated basis for such period, all as determined in accordance with GAAP.




          “Interest Payment Date” shall mean (a) as to any Eurodollar Loan having an Interest
Period of one, two or three months (or any other Interest Period shorter than three months), the
last day of such Interest Period, (b) as to any Eurodollar Loan having an Interest Period of more
than three months, each day that is three months, or a whole multiple thereof, after the first day
of such Interest Period and the last day of such Interest Period and (c) with respect to ABR Loans,
the last Business Day of each March, June, September and December.




          “Interest Period” shall mean, as to any Borrowing of Eurodollar Loans, the period
commencing on the date of such Borrowing (including as a result of a conversion from ABR Loans) or
on the last day of the preceding Interest Period applicable to such Borrowing and ending on the
numerically corresponding day (or if there is no corresponding day, the last day) in the calendar
month that is one, two, three or six months thereafter (or the appropriate date thereafter for any
other Interest Period available to all the Lenders), as the Borrower may elect in the related
notice delivered pursuant to Sections 2.02 or 2.04; provided, that (i) if any Interest
Period would end on a day which shall not be a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day,
and (ii) no Interest Period shall end later than the Termination Date.




          “International Interest” shall mean “International Interest” as defined in the Cape
Town Convention.




          “International Registry” shall mean “International Registry” as defined in the Cape
Town Convention.




          “Investments” shall mean any stock, evidence of indebtedness or other security of any
Person, any loan, advance, contribution of capital, extension of credit or commitment therefor
(including, without limitation, the Guarantee of loans made to others, but excluding current trade
and customer accounts receivable arising in the ordinary course of business and payable in
accordance with customary trading terms in the ordinary course of business), and any purchase or
acquisition of (a) any security of another Person or (b) a line of business, or all or
substantially all of the assets, of any Person.




          “Jet Fuel Assets” shall mean (a) the existing jet fuel inventory of the Borrower’s or
its Subsidiaries’, or any Connection Carrier’s or SkyTeam Partner’s, operations in or pipelines in
transit to Atlanta, Cincinnati and New York that is to be sold to the Jet Fuel Counterparty




20









 







pursuant to the Jet Fuel Inventory Supply Agreement, or other jet fuel subject to the Jet Fuel
Inventory Supply Agreement, (b) the Borrower’s or its Subsidiaries’ rights in certain existing
supply and third-party sale agreements to be assigned or assumed by the Jet Fuel Counterparty
pursuant to the Jet Fuel Inventory Supply Agreement, (c) the Borrower’s or its Subsidiaries’ rights
in certain existing infrastructure agreements to be transferred to the Jet Fuel Counterparty
pursuant to the Jet Fuel Inventory Supply Agreement and (d) proceeds of the foregoing.




          “Jet Fuel Counterparty” shall mean J. Aron & Company, a New York general partnership,
or any of its Affiliates, or any other Person that becomes a party to the Jet Fuel Inventory Supply
Agreement.




          “Jet Fuel Inventory Supply Agreement” shall mean the Jet Fuel Inventory Supply
Agreement among the Borrower, the Jet Fuel Counterparty and Epsilon Trading, Inc., dated as of
August 31, 2006, as amended, renewed or replaced from time to time.




          “Joint Bookrunners” shall mean GSCP, Merrill Lynch and Barclays Capital, in their
capacities as joint bookrunners.




          “Joint Lead Arrangers” shall mean GSCP and Merrill Lynch, in their capacities as
co-lead arrangers.




          “JPMCB” shall mean JPMorgan Chase Bank, N.A.




          “JPMSI” shall mean J.P. Morgan Securities Inc.




          “LBI” shall mean Lehman Brothers Inc.




          “LCPI” shall mean Lehman Commercial Paper Inc.




          “Lenders” shall have the meaning set forth in the first paragraph of this Agreement.




          “LIBO Rate” shall mean, with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, the rate per annum appearing on Reuters Screen LIBOR01 Page (or on
any successor or substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on such page of such
service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the
event that such rate is not available at such time for any reason, then the “LIBO Rate”
with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.




21









 








          “Lien” shall mean (a) any mortgage, deed of trust, pledge, deed to secure debt,
hypothecation, security interest, easement (including, without limitation, reciprocal easement
agreements and utility agreements), rights-of-ways, reservations, encroachments, zoning and other
land use restrictions, claim or any other title defect, lease, encumbrance, restriction, lien or
charge of any kind whatsoever and (b) the interest of a vendor or a lessor under any conditional
sale, capital lease or other title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing).




          “Loans” shall mean the Second Lien Term Loans.




          “Loan Documents” shall mean this Agreement, the Collateral Documents, the
Intercreditor Agreement and any other instrument or agreement (which is designated as a Loan
Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative
Agent, the Collateral Agent or any Lender, in each case, as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time.




          “Margin Stock” shall have the meaning set forth in Section 3.13(a).




          “Material Adverse Change” shall mean any event, development or circumstance that has
had or could reasonably be expected to have a Material Adverse Effect.




          “Material Adverse Effect” shall mean a material adverse effect on (a) the business,
operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the
validity or enforceability of any of the Loan Documents or the rights or remedies of the Agents and
the Lenders thereunder, or (c) the ability of the Borrower or any Guarantor to pay its respective
obligations under the Loan Documents.




          “Material Indebtedness” shall mean Indebtedness (other than the Obligations), of any
one or more of the Borrower and the Guarantors in an aggregate principal amount exceeding
$57,500,000.




          “Maturity Date” shall mean April 30, 2014.




          “Merrill Lynch” shall have the meaning set forth in the first paragraph of this
Agreement.




          “Moody’s” shall mean Moody’s Investors Service, Inc.




          “Mortgaged Collateral” shall mean all of the “Collateral” as defined in the Second
Lien Aircraft Mortgage (including any Mortgage Supplement).




          “Mortgage Supplement” shall have the meaning set forth in the Second Lien Aircraft
Mortgage.




          “Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section
4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation
to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such
plan for the five-year period immediately following the latest date on which the




22









 







Borrower, or a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or
had an obligation to contribute to such plan.




          “Multiple Employer Plan” shall mean a Single Employer Plan, which (a) is maintained
for employees of the Borrower or an ERISA Affiliate and at least one person (as defined in Section
3(9) of ERISA) other than the Borrower and its ERISA Affiliates or (b) was so maintained and in
respect of which the Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such Plan has been or were to be terminated.




          “Net Cash Proceeds” shall mean, in connection with any Asset Sale or any Recovery
Event, the proceeds thereof in the form of cash and Permitted Investments (including any such
proceeds received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and when received),
net of (i)attorneys’ fees, accountants’ fees, investment banking fees and brokerage fees, (ii)
amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event or
otherwise required to be repaid upon such sale (other than any Lien pursuant to a Collateral
Document), (iii) proceeds of insurance or condemnation awards maintained for the benefit of any
third party applied to restore assets as required by the terms of any agreement with such third
party, (iv) other customary fees and expenses actually incurred in connection therewith and net of
taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements) and (v) reserves provided, to
the extent required by GAAP, against any liabilities that are directly attributed to such Asset
Sale; provided that any such unutilized reserves shall constitute Net Cash Proceeds at any
time and to the extent that the maintenance of such reserves is no longer required by GAAP and,
provided further, that, in the case of any Asset Sale of fuel that has been
pre-ordered in the ordinary course of business occurring substantially concurrently with the
purchase of such fuel subject to such Asset Sale, “Net Cash Proceeds” shall be deemed net
of the purchase price of such fuel.




          “Obligations” shall mean the unpaid principal of and interest on (including interest,
reasonable fees and reasonable out-of-pocket costs accruing after the maturity of the Loans and
interest, reasonable fees and reasonable out-of-pocket costs accruing after the filing of any
petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or post-petition interest, fees or
costs is allowed in such proceeding) the Loans and all other obligations and liabilities of the
Borrower to any Agent or any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which arise under, out of, or in connection
with, this Agreement, any other Loan Document or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest, reimbursement
obligations, reasonable fees, indemnities, reasonable out-of-pocket costs, reasonable out-of-pocket
expenses (including all reasonable fees, charges and disbursements of counsel to any Agent or any
Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.




          “Officer’s Certificate” shall mean, as applied to the Borrower or any Guarantor, a
certificate executed by a Responsible Officer of such Person in his/her capacity as such.




23









 








          “Other Taxes” shall mean any and all present or future stamp, mortgage, intangible or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.




          “Parked” shall mean, as to any Aircraft, that such Aircraft has been removed from
service, other than Aircraft temporarily grounded for maintenance being actively conducted.




          “Participant” shall have the meaning given such term in Section 10.02(d).




          “Patriot Act” shall mean the USA Patriot Act, Title III of Pub. L. 107-56, signed into
law on October 26, 2001 or any subsequent legislation that amends, supplements or supersedes such
Act.




          “Payroll Accounts” shall mean depository accounts used only for payroll.




          “PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor agency or
entity performing substantially the same functions.




          “Pension Act” shall mean the Pension Protection Act of 2006, as it presently exists or
as it may be amended from time to time.




          “Permitted Acquisition” shall mean any acquisition, whether by purchase, merger,
consolidation or otherwise, by the Borrower or any Guarantor of all or substantially all the assets
of, or all the Equity Interests (or, so long as the acquired Person becomes a Guarantor pursuant to
Section 5.14 hereof, Equity Interests sufficient to cause the acquired Person to become a
Subsidiary) in, a Person or a division, line of business or other business unit of a Person but
only so long as:





     (a) (i) no Event of Default shall have occurred and be continuing immediately prior or
immediately after giving effect to such Permitted Acquisition and (ii) all transactions
related thereto shall have been consummated in all material respects in accordance with
applicable laws;




     (b) with respect to any acquisition in excess of $25,000,000, the Borrower shall have
delivered to the Administrative Agent an Officer’s Certificate to the effect set forth in
clause (a) above, together with the relevant financial information for the Person or assets
to be acquired, promptly after consummation of such acquisition; and




     (c) with respect to any acquisition in excess of $25,000,000, the Borrower shall have
provided the Administrative Agent with written notice and with copies of the material
acquisition documents promptly after consummation of such acquisition.



          “Permitted Change of Control Transaction” shall mean any transaction, whether by
purchase, merger, consolidation or otherwise, pursuant to which a Permitted Holder acquires all or
substantially all the assets of, or all the Equity Interests in, the Borrower but only so long as:




24









 








          (a) (i) no Event of Default shall have occurred and be continuing immediately prior or
immediately after giving effect to such Permitted Change of Control Transaction and (ii) all
transactions related thereto shall have been consummated in all material respects in accordance
with applicable laws;




          (b) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate to
the effect set forth in clause (a) above, together with the relevant financial information for the
Permitted Holder, promptly after consummation of such transaction;




          (c) the Borrower shall have provided the Administrative Agent with written notice and with
copies of the material acquisition documents promptly after consummation of such transaction; and




          (d) the operations of the Borrower are not merged with the operations of any other major U.S.
airline owned by such Permitted Holder.




          “Permitted Collateral Liens” shall mean those Liens permitted pursuant to clauses (b),
(e), (f), (g), (i) (solely with respect to interests of airport operators in the assets located at
the applicable facilities), (k) (solely to the extent relating to the underlying credit card
receivables and related assets), (l), (m), (n), (q), (r), (u), (cc)(i) (solely to the extent
relating to the applicable underlying accounts or amounts or other assets deposited therein, in
each case arising in the ordinary course of business) or (s) (to the extent relating to any of the
foregoing clauses) of Section 6.01.




          “Permitted Disposition” shall mean any of the following:




          (a) (i) the sale of inventory in the ordinary course of business, (ii) the sale of Spare Parts
in the ordinary course of business, and (iii) swaps, exchanges, interchange or pooling of assets
or, in the case of Mortgaged Collateral, other transfers of possession (subject to the limitations
set forth in the Collateral Documents) in the ordinary course of business;




          (b) the sale or other disposition of Permitted Investments for cash or in exchange for
Permitted Investments;




          (c) sales or dispositions of surplus, obsolete, negligible or uneconomical assets (other than
Mortgaged Collateral that are not Parts (as defined in the Second Lien Aircraft Mortgage)) no
longer used in the business of Borrower and the Guarantors;




          (d) sales or dispositions of assets among the Borrower and the Guarantors; provided
that, with respect to any such asset that constitutes Collateral, such asset remains subject to a
Lien in favor of the Collateral Agent for the benefit of the Second Priority Secured Parties
following such sale or disposition (it being understood that the Borrower and the Guarantors shall
execute any documents and take any actions reasonably required to create, grant, establish,
preserve or perfect such Lien in accordance with the other provisions of this Agreement or the
other Collateral Documents dealing with the creation, granting, establishment, preservation or
perfection of Liens);




25









 








          (e) (i) abandonment of Intellectual Property; provided, that such abandonment is (A) in the
ordinary course of business consistent with past practices and (B) with respect to Intellectual
Property that is not material to the business of Borrower and it Subsidiaries and (ii) licensing or
sublicensing of Intellectual Property in the ordinary course of business consistent with past
practices;




          (f) the sale or discount of Accounts to a collection agency in connection with collections of
delinquent receivables;




          (g) (i) abandonment of FAA Slots, Gate Interests, Routes or Supporting Route Facilities;
provided, that such abandonment is (A) in connection with the downsizing of any hub or
other facility located in Cincinnati as reflected in the budgets provided pursuant to Section
5.01(e), (B) in connection with the downsizing of any other hub or facility as reflected in the
budgets provided pursuant to Section 5.01(e), which does not materially and adversely affect the
business of Borrower and its Subsidiaries, taken as a whole, or (C) in the ordinary course of
business consistent with past practices and does not materially and adversely affect the business
of Borrower and its Subsidiaries, taken as a whole, (ii) transfer or other disposition in the
ordinary course of business of FAA Slots, Foreign Slots, Gate Interests, Routes or Supporting Route
Facilities, in each case, to the extent not constituting Eligible Collateral or utilized in
connection therewith, (iii) exchange of FAA Slots in the ordinary course of business that in the
Borrower’s reasonable judgment are of reasonably equivalent value, and (iv) assignments of leases
or granting of leases of (A) Aircraft or Engines to the extent permitted pursuant to the Second
Lien Aircraft Mortgage and (B) other aircraft or engines (that do not constitute Collateral), in
each case, in the ordinary course of business;




          (h) the sale or other disposition of any 737-800 aircraft substantially concurrently with the
consummation of the purchase of such aircraft to the extent such purchase occurs pursuant to a
purchase agreement to which the Borrower or a Subsidiary was a party as of the Closing Date;




          (i) to the extent not prohibited by any of the Collateral Documents, the disposition of
leasehold or similar interests in real property that is not Real Property Assets, including through
assignment, sublease or lease termination or rejection, in whole or in part, or the return,
surrender, exchange or abandonment of any property subject thereto;




          (j) any sale of Margin Stock for fair value as determined in good faith by Borrower;




          (k) (i) any loss of or damage to property of the Borrower or any Guarantor, (ii) any taking of
property of the Borrower or any Guarantor, or (iii) an Event of Loss;




          (l) the sale, assignment and/or other transfer of the Jet Fuel Assets to the Jet Fuel
Counterparty, in each case pursuant to the Jet Fuel Inventory Supply Agreement;




          (m) Permitted Liens of the type described in clause (d) of the definition thereof; and




26









 








          (n) the lease or sublease of assets and properties in the ordinary course of business.




          “Permitted Holder” shall mean any corporation or limited liability company organized
under the laws of the United States of America or any state thereof organized for the purpose of
consummating any Permitted Change of Control Transaction so long as such entity is a holding
company which has (or simultaneously with such Change of Control Transaction will acquire) as its
other principal investment another major U.S. airline.




          “Permitted Investments” shall mean:




          (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof;




          (b) direct obligations of state and local government entities in each case maturing within one
year from the date of acquisition thereof, which have a rating of at least A- (or the equivalent
thereof) from S&P or A3 (or the equivalent thereof) from Moody’s;




          (c) obligations of domestic or foreign companies and their subsidiaries (including, without
limitation, agencies, sponsored enterprises or instrumentalities chartered by an Act of Congress,
which are not backed by the full faith and credit of the United States of America), including,
without limitation, bills, notes, bonds, debentures, and mortgage-backed securities, in each case
maturing within one year from the date of acquisition thereof and which have a rating of at least
A- (or the equivalent thereof) from S&P or A-3 (or the equivalent thereof) from Moody’s;




          (d) investments in commercial paper maturing within 365 days from the date of acquisition
thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent
thereof) from S&P or P-2 (or the equivalent thereof) from Moody’s;




          (e) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any other commercial
bank of recognized standing organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not less than $250,000,000
and which has a long term unsecured debt rating of at least A from S&P and A2 from Moody’s (or is
the principal banking Subsidiary of a bank holding company that has such ratings);




          (f) fully collateralized repurchase agreements with a term of not more than six (6) months for
underlying securities that would otherwise be eligible for investment;




          (g) Investments of money in an investment company organized under the Investment Company Act
of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment
advisors, banks and brokerage houses which invest its assets in




27









 







obligations of the type described in (a) through (f) above. This could include, but not be
limited to, money market funds or short-term and intermediate bonds funds; and




          (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA (or the equivalent thereof) by S&P and Aaa (or
the equivalent thereof) by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and




          (i) investments, in accordance with investment policies approved by the board of directors of
the Borrower, in the ordinary course of business.




          “Permitted Liens” shall mean: (a) Liens imposed by law (other than Liens imposed under
Environmental Laws and any Lien imposed under ERISA) for taxes, assessments, levies or charges of
any Governmental Authority for claims not yet delinquent or which are being contested in good faith
by appropriate proceedings and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with GAAP; (b) Liens of landlords, carriers,
warehousemen, consignors, mechanics, materialmen and other Liens (other than Liens imposed under
Environmental Laws and any Lien imposed under ERISA) in existence on the Closing Date (which, in
the case of Real Property Assets, are specified in the applicable Second Lien Real Estate Mortgage)
or imposed by law and created in the ordinary course of business and securing obligations that are
not overdue or are being contested in compliance with Section 5.05; (c) (i) Liens (other than any
Lien imposed under ERISA) incurred or (ii) deposits made (including, without limitation, surety
bonds and appeal bonds), in each case, in connection with workers’ compensation, unemployment
insurance and other types of social security benefits (or benefits arising under other public
liability laws or similar legislation) or to secure the performance of tenders, bids, leases,
contracts (other than for the repayment of Indebtedness), statutory obligations and other similar
obligations or arising as a result of progress payments under government contracts; (d) leases,
subleases, licenses, use agreements, usufructs, easements (including, without limitation,
reciprocal easement agreements and utility agreements), rights-of-way, covenants, reservations,
encroachments, land use restrictions or encumbrances, which, in the case of Real Property Assets,
(i) do not interfere materially with the ordinary conduct of the business of the Borrower or any
Guarantor, as the case may be, (ii) do not materially detract from the value of the property to
which they attach or materially impair the use thereof to the Borrower or any Guarantor, as the
case may be and (iii) do not materially adversely affect the marketability of the applicable
property; (e) letters of credit or deposits in the ordinary course to secure leases; (f) Liens
imposed by applicable law on the assets of the Borrower or any Guarantor located at an airport for
the benefit of any nation or government or national or governmental authority of any nation, state,
province or other political subdivision thereof, and any agency, department, regulator, airport
authority, air navigation authority or other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government in respect of the regulation
of commercial aviation or the registration, airworthiness or operation of civil aircraft and having
jurisdiction over the Borrower or such Guarantor including, without limitation, the FAA or DOT, (g)
Liens in favor of depositary banks arising as a matter of law encumbering deposits (including the
right of setoff) and that are within the general parameters customary in the banking industry, (h)
in the case of Real Property Assets, those Liens specified in the applicable Second Lien Real
Estate Mortgage; (i) in the case of any Mortgaged Collateral, those Liens specified in the
applicable Second Lien




28









 







Aircraft Mortgage; and (j) extensions, renewals or replacements of any Lien referred to in
paragraphs (a) through (g) above, provided, that the principal amount of the obligation
secured thereby is not increased and that any such extension, renewal or replacement is limited to
the property originally encumbered thereby.




          “Person” shall mean any natural person, corporation, division of a corporation,
partnership, limited liability company, trust, joint venture, association, company, estate,
unincorporated organization, Airport Authority or Governmental Authority or any agency or political
subdivision thereof.




          “Petty Cash Accounts” shall mean domestic or foreign deposit or securities accounts of
the Borrower and Guarantors holding aggregate balances in an amount not to exceed $50,000,000 with
respect to domestic accounts and $150,000,000 with respect to foreign accounts at any one time.




          “Plan” shall mean a Single Employer Plan or a Multiple Employer Plan that is a pension
plan subject to the provisions of Title IV of ERISA, Section 412 of the Code or Section 302 of
ERISA.




          “Plan of Reorganization” shall mean the Debtors’ Joint Plan of Reorganization pursuant
to Chapter 11 of the United States Bankruptcy Code together with all schedules and exhibits
thereto, as confirmed by the Confirmation Order, together with any amendments, supplements or
modifications thereto that have been approved or authorized by the Bankruptcy Court prior to the
Closing Date.




          “Pledged Spare Parts” shall mean Spare Parts which are maintained by or on behalf of
the Borrower or any Guarantor at a Spare Parts Location.




          “Post-Petition Aircraft Agreement” shall have the meaning set forth in the Plan of
Reorganization.




          “Primary Foreign Slots” shall mean the Foreign Slots set forth on Schedule 4(f) to the
Second Lien SGR Security Agreement, as such Schedule may be amended from time to time pursuant to
the Second Lien SGR Security Agreement.




          “Primary Routes” shall mean the Routes set forth on Schedule 4(h) to the Second Lien
SGR Security Agreement, as such Schedule may be amended from time to time pursuant to the Second
Lien SGR Security Agreement.




          “Primary Supporting Route Facilities” shall mean the Supporting Route Facilities of
the Borrower and, if applicable, a Guarantor, at the airports listed on Schedule 4(i) to the Second
Lien SGR Security Agreement.




          “Prime Rate” shall mean the rate of interest per annum publicly announced from time to
time by GSCP as its prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective from and including the date such change is publicly announced as
being effective.




29









 








          “Prospective Assignment” shall have the meaning given in the Cape Town Convention.




          “Prospective International Interest” shall have the meaning given in the Cape Town
Convention.




          “Prospective Sale” shall have the meaning given in the Cape Town Convention.




          “Protocol” shall mean the Protocol referred to in the defined term “Cape Town
Convention.”




          “Qualified Judgment” shall mean any judgment arising from the resolution of disputed
pre-petition claims, so long as, and to the extent that, a reserve has been established therefor
(including a reserve of Equity Interests of the Borrower to satisfy certain pre-petition claims
pursuant to the Plan of Reorganization).




          “Qualified Permitted Investments” shall mean Permitted Investments of the type
described in clause (e) of the definition thereof issued, guaranteed or placed with the
Administrative Agent and other Permitted Investments of the type from time to time generally
permitted in money market deposit accounts at JPMCB or GSCP.




          “Qualified Restructuring Indebtedness” shall mean any Indebtedness of the Borrower or
any of its Subsidiaries with respect to any Restructuring Aircraft other than any such Indebtedness
(i) created by any Post-Petition Aircraft Agreement that has been entered into relating to such
Restructuring Aircraft or (ii) arising out of the assumption without modification of pre-petition
agreements related to such Restructuring Aircraft.




          “Real Estate Appraiser” shall mean, in the case of the Real Property Assets, (a)
American Appraisal Associates with respect to those certain parcels of real property described in
Schedule 3.15(a) or (b) such other appraisal firms as may be retained by the Administrative Agent,
in consultation with the Borrower, from time to time.




          “Real Property Assets” shall mean those certain parcels of real property owned in fee
by the Borrower and described in Schedule 3.15(a) and together with, in each case, all buildings,
improvements, facilities, appurtenant fixtures and equipment, easements and other property and
rights incidental or appurtenant to the ownership of such parcel of real property (as each such
real property is more particularly described in the applicable Second Lien Real Estate Mortgage)
(including, without limitation, all Collateral described in the applicable Second Lien Real Estate
Mortgage), and, from time to time, all Collateral identified in a Second Lien Real Estate Mortgage
granted pursuant to Section 5.14, Section 5.16 or any other provision of this Agreement (including
in connection with the designation of such real property or related asset as Cure Collateral).




          “Recovery Event” shall mean any settlement of or payment in respect of any property or
casualty insurance claim or any condemnation proceeding relating to any Collateral or any Event of
Loss.




30









 








          “Redeemable Stock” shall mean any class or series of Equity Interests of any Person
that by its terms or otherwise (a) is required to be redeemed prior to the Maturity Date, (b) may
be required to be redeemed at the option of the holder of such class or series of Equity Interests
at any time prior to the Maturity Date or (c) is convertible into or exchangeable for (i) Equity
Interests referred to in clause (a) or (b) above or (ii) Indebtedness.




          “Register” shall have the meaning set forth in Section 10.02(b)(iv).




          “Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, migrating, dumping, or disposing into the indoor or
outdoor environment (including the abandonment or discarding of barrels, containers and other
closed receptacles containing any hazardous substance or pollutant or contaminant).




          “Replacement Airframe” shall have the meaning given to such term in the Second Lien
Aircraft Mortgage.




          “Replacement Engine” shall have the meaning given to such term in the Second Lien
Aircraft Mortgage.




          “Required Lenders” shall mean, at any time, Lenders holding more than 50% of (a) until
the Closing Date, the Second Lien Term Loan Commitments then in effect and (b) thereafter, the
aggregate unpaid principal amount of the Second Lien Term Loans then outstanding.




          “Responsible Officer” shall mean the chief executive officer, president, chief
financial officer, treasurer, vice president, controller, chief accounting officer, secretary or
assistant secretary of the Borrower or any Guarantor, as applicable, but in any event, with respect
to financial matters, the chief financial officer, treasurer, controller or chief accounting
officer of the Borrower or any Guarantor, as applicable.




          “Restricted Accounts” shall mean the accounts identified as Restricted Accounts on
Schedule 1.01(c);




          “Restricted Captive Insurance Company Subsidiary” shall mean a Subsidiary that is a
captive insurance company and is prohibited from becoming a Guarantor hereunder pursuant to
applicable rules and regulations.




          “Restricted Payment” shall mean any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Borrower or any
Guarantor, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests in the Borrower.




31









 









          “Restructuring Aircraft” shall mean each of the aircraft listed on Schedule 1.01(d).




          “Rolling Twelve Months” shall mean, with respect to any date of determination, the
month most recently ended and the
eleven (11) immediately preceding months for which, in each case,
financial statements are available considered as a single period.




          “Routes” shall mean the routes for which the Borrower or, if applicable, a Guarantor,
holds or hereafter acquires the requisite authority to operate foreign air transportation pursuant
to Title 49 including, without limitation, applicable frequencies, exemption and certificate
authorities, Fifth-Freedom Rights and “behind/beyond rights”.




          “Sale” shall have the meaning given in the Cape Town Convention.




          “S&P” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.




          “SEC” shall mean the United States Securities and Exchange Commission.




          “Second Lien Aircraft Mortgage” shall mean that “Second Lien Aircraft Mortgage” as
defined in Section 4.01(e), as the same may be amended, restated, modified, supplemented, extended
or amended and restated from time to time.




          “Second Lien Copyright Security Agreement” shall mean that certain Second Lien
Copyright Security Agreement as defined in Section 4.01(f), as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time.




          “Second Lien Patent Security Agreement” shall mean that certain Second Lien Patent
Security Agreement as defined in Section 4.01(f), as the same may be amended, restated, modified,
supplemented, extended or amended and restated from time to time.




          “Second Lien Pledge Agreement” shall mean that certain Pledge Agreement as defined in
Section 4.01(c), as the same may be amended, restated, modified, supplemented, extended or amended
and restated from time to time.




          “Second Lien Real Estate Mortgages” shall mean, collectively, (a) that certain Real
Estate Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, dated the date
hereof, by the Borrower to the Collateral Agent, in substantially the form of Exhibit A and (b)
each other mortgage granted pursuant to the terms hereof, as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time.




          “Second Lien Security Agreement” shall mean that certain Security Agreement as defined
in Section 4.01(c), as the same may be amended, restated, modified, supplemented, extended or
amended and restated from time to time.




          “Second Lien SGR Security Agreement” shall mean that certain Slot, Gate and Route
Security and Pledge Agreement as defined in Section 4.01(d), as the same may be




32









 







amended, restated, modified, supplemented, extended or amended and restated from time to time.




          “Second Lien Term Loan” shall have the meaning set forth in Section 2.01(a).




          “Second Lien Term Loan Commitment” shall mean the commitment of each Lender to make a
Second Lien Term Loan hereunder in a principal amount not to exceed the amount set forth under the
heading “Second Lien Term Loan Commitment” opposite its name in Annex A hereto. The original
aggregate amount of the Second Lien Term Loan Commitments is $900,000,000.




          “Second Lien Term Loan Commitment Percentage” shall mean, at any time, with respect to
each Lender at any time, the percentage which such Lender’s Second Lien Term Loan Commitment then
constitutes of the aggregate Second Lien Term Loan Commitments (or, at any time after the Closing
Date, the percentage which the aggregate principal amount of such Lender’s Second Lien Term Loans
then outstanding constitutes of the aggregate principal amount of the Second Lien Term Loans of all
Lenders then outstanding).




          “Second Lien Trademark Security Agreement” shall mean that certain Second Lien
Trademark Security Agreement as defined in Section 5.19(a), as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time.




          “Second Priority Obligations” shall have the meaning set forth in the Intercreditor
Agreement.




          “Second Priority Obligations Payment Date” shall have the meaning set forth in the
Intercreditor Agreement.




          “Second Priority Secured Parties” shall have the meaning set forth in the
Intercreditor Agreement.




          “Shifting Control Agreement” shall mean any Shifting Control Deposit Account Agreement
or any Shifting Control Securities Account Agreement.




          “Shifting Control Deposit Account Agreement” shall mean an agreement in writing in
form and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or
any Guarantor, as the case may be, the First Lien Collateral Agent or the Collateral Agent, and the
relevant bank at which the relevant deposit account of the Borrower or any Guarantor, as the case
may be, is at any time maintained.




          “Shifting Control Securities Account Agreement” shall mean an agreement in writing in
form and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or
any Guarantor, as the case may be, the First Lien Collateral Agent or the Collateral Agent and any
securities intermediary in respect of the relevant securities account.




          “Single Employer Plan” shall mean a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or an ERISA Affiliate or
(b) was so maintained and in respect of which the Borrower could reasonably be




33









 







expected to have liability under Title IV of ERISA in the event such Plan has been or were to
be terminated.




          “SkyTeam Partner” shall mean any airline that is a member of the SkyTeam international
airline alliance.




          “Spare Engine” shall have the meaning set forth in the Second Lien Aircraft Mortgage.




          “Spare Parts” shall have the meaning set forth in the Second Lien Aircraft Mortgage.




          “Spare Parts Locations” shall have the meaning set forth in the Second Lien Aircraft
Mortgage.




          “Specified Jet Fuel Action” shall mean, if the transactions effected pursuant to the
Jet Fuel Inventory Supply Agreement are re-characterized as Indebtedness owed by the Borrower, any
action by the Jet Fuel Counterparty, as secured party, to the extent such action seeks to foreclose
(or obtain a lien) on the Jet Fuel Assets.




          “Specified Permitted Collateral Liens” shall mean Permitted Collateral Liens (other
than Liens permitted under clauses (c)(i) (other than any such Liens that are non-consensual or
imposed by law), (c)(ii) and (e) of the definition of Permitted Liens and clause (j) of the
definition of Permitted Liens (to the extent related to such other specified clauses of such
definition) and clauses (m), (n) and (u) of Section 6.01 and clause (s) of Section 6.01 (to the
extent related to such other specified clauses of Section 6.01)).




          “Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the numerator
of which is the number one and the denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the Administrative Agent is
subject with respect to the LIBO Rate, for eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include
those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to any Lender under
such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.




          “Subordinations” shall have the meaning given in the Cape Town Convention.




          “Subsidiary” shall mean, with respect to any Person (in this definition referred to as
the “parent”), any corporation, association or other business entity (whether now existing
or hereafter organized) of which at least a majority of the securities or other ownership or
membership interests having ordinary voting power for the election of directors is, at the time as
of which any determination is being made, owned or controlled by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless




34









 







otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer
to a Subsidiary or Subsidiaries of the Borrower.




          “Supporting Route Facilities” shall mean gates, ticket counters and other facilities
assigned, allocated, leased, or made available to the Borrower at non-U.S. airports used in the
operation of scheduled service over a Route.




          “Swap Termination Value” shall mean, in respect of any contract or agreement relating
to Indebtedness permitted by Section 6.03(f) or (g), after taking into account the effect of any
legally enforceable netting agreement relating to such contract or agreement, (a) for any date on
or after the date such contract or agreement has been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such
contract or agreement, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such contract or agreement (which may include a
Lender or any Affiliate of a Lender).




          “Syndication Agent” shall have the meaning set forth in the first paragraph of this
Agreement.




          “Taxes” shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Termination Date” shall mean the earlier to occur of (a) the Maturity Date and (b)
the acceleration of the Loans in accordance with the terms hereof.




          “Termination Event” shall mean (a) any “reportable event”, as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which
the 30-day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. 4043), (b) an event described in Section 4068 of ERISA, (c) the withdrawal of the
Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a
“substantial employer,” as such term is defined in Section 4001(a)(2) of ERISA, (d) the incurrence
of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the
termination of a Multiple Employer Plan, (e) the imposition of Withdrawal Liability or receipt of
notice from a Multiemployer Plan that such liability may be imposed, (f) a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA, (g) providing notice of intent to terminate a Plan pursuant to Section 4041(c)
of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, if such
amendment requires the provision of security, (h) the institution of proceedings to terminate a
Plan by the PBGC under Section 4042 of ERISA, (i) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA)
and, on and after the effectiveness of the Pension Act, any failure by any Plan to satisfy the
minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA)
applicable to such Plan, whether or not waived, (j) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, or (k) any other event or condition which would reasonably be expected to
constitute grounds under




35









 







Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Plan, or the imposition of any liability under Title IV of ERISA (other than for the payment of
premiums to the PBGC in the ordinary course). Notwithstanding the above, for purposes of this
definition, the sale by the Borrower of its interest in Comair shall not be considered a
“reportable event” under clause (a) above.




          “Title 14” shall mean Title 14 of the United States Code of Federal Regulations,
including Part 93, Subparts K and S thereof, as amended from time to time or any successor or
recodified regulation.




          “Title 49” shall mean Title 49 of the United States Code, which, among other things,
recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations
promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes
such provisions.




          “Tooling” shall mean tooling inventory, including but not limited to dies, molds,
tooling, casting patterns, gauges, jigs, racks and stands for engines, cowls, radome and wheels,
aircraft jacks, test benches, test equipment, lathes, welders, grinders, presses, punches and
hoists and other similar items (whether or not completed or fixed or handheld).




          “Total Collateral Coverage Ratio” shall have the meaning set forth in Section 6.06(a).




          “Total Obligations” shall have the meaning set forth in Section 6.06(a).




          “Transactions” shall mean the execution, delivery and performance by the Borrower and
Guarantors of this Agreement and the other Loan Documents to which they may be a party, the
creation of the Liens in the Collateral in favor of the Collateral Agent, the borrowing of Loans
and the use of the proceeds thereof.




          “Travel Agency Cash Transaction” shall mean any purchase in cash or check of a ticket
through a travel agency that is a member of Bank Settlement Plan or Airline Reporting Corporation,
as applicable, it being understood and agreed that the account receivable in respect of such
purchase that is included in the calculation of Eligible Account shall be net of any set-off for
commissions or refunds and shall be included only to the extent such travel agency is
unconditionally required to pay such net amount to the applicable clearinghouse or for the account
of the Borrower.




          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBO Rate or the Alternate Base Rate.




          “UBS” shall mean UBS Securities LLC.




          “UBS Finance” shall mean UBS Loan Finance LLC.




          “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York
from time to time.




36









 








          “United States Citizen” shall have the meaning set forth in Section 3.02.




          “Unrestricted Cash” shall mean all cash and Permitted Investments of the Borrower and
the Guarantors held in accounts (other than the Escrow Accounts, Payroll Accounts and Restricted
Accounts) which are the subject of Control Agreements that have been executed and delivered to the
Collateral Agent.




          “Unused Total Revolving Commitment” shall have the meaning set forth in the First Lien
Credit Agreement.




          “Use or Lose Rule” shall mean with respect to FAA Slots or Foreign Slots, as the case
may be, the terms of 14 C.F.R. Section 93.227 or other applicable utilization requirements issued
by the FAA, other Governmental Authorities, any Foreign Aviation Authorities or any Airport
Authorities.




          “Visa/MasterCard Dollar Trigger Event” shall mean any amendment to the existing
processing agreement or the Borrower entering into any replacement processing agreement with
respect to Visa and MasterCard receivables denominated in Dollars that changes the percentage or
calculation of reserves held by the credit card processing bank in respect of such receivables
(solely, in the case of any such change in calculation, to the extent resulting in a calculation
that is no longer based upon Unearned Value (as such term is defined in the definition of
“Estimated Credit Card Receivables Component” contained herein)).




          “Withdrawal Liability” shall have the meaning given such term under Part I of
Subtitle E of Title IV of ERISA and shall include liability that results from either a complete or
partial withdrawal.




          SECTION
1.02. Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, restated, supplemented, extended, amended and restated or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include such Person’s
permitted successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights and (f) “knowledge” or “aware” or words of similar
import shall mean, when used in reference to the Borrower or the Guarantors, the actual knowledge
of any Responsible Officer.




37









 








          SECTION
1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrower notifies the Administrative Agent that
the Borrower requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. Upon any such request for an amendment, the Borrower, the Required Lenders
and the Administrative Agent agree to consider in good faith any such amendment in order to amend
the provisions of this Agreement so as to reflect equitably such accounting changes so that the
criteria for evaluating the Borrower’s financial condition shall be the same after such accounting
changes as if such accounting changes had not occurred.




SECTION 2.




AMOUNT AND TERMS OF CREDIT




          SECTION 2.01. Commitments of the Lenders.




          (a) Second Lien Term Loan Commitment. (i) Each Lender agrees, upon the terms and
subject to the conditions herein set forth, to make available to the Borrower on the Closing Date a
term loan (a “Second Lien Term Loan”) in a principal amount equal to such Lender’s Second
Lien Term Loan Commitment. Once repaid or prepaid, the Second Lien Term Loans may not be
reborrowed.




               (ii) The Second Lien Term Loans shall be made by the Lenders pro rata in
accordance with their respective Second Lien Term Loan Commitments; provided,
however, that the failure of any Lender to make its Second Lien Term Loan shall not in
itself relieve the other Lenders of their obligations to lend.



          (b) Type of Borrowing. Except as otherwise provided in Section 2.02, each Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.




          (c) Amount of Borrowing. At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is in an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made,
such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not
less than $1,000,000. Borrowings of more than one Type may be outstanding at the same time.




38









 








          (d) Limitation on Interest Period. Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.




          SECTION 2.02. Requests for Borrowings. To request the initial Borrowing of Second Lien Term
Loans, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the
case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, two (2) Business Days
before the date of the proposed Borrowing and (ii) in the case of an ABR Borrowing, not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Such telephonic notice
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Such telephone and written Borrowing Request shall specify the
following information in compliance with Section 2.01:




          (a) the aggregate amount of the requested Borrowing (which shall comply with Section 2.01(c));




          (b) the date of such Borrowing, which shall be a Business Day;




          (c) the portion of the Borrowing that is to be an ABR Borrowing and that is to be a Eurodollar
Borrowing; and




          (d) in the case of such portion of the Borrowing that is a Eurodollar Borrowing, the initial
Interest Period applicable thereto, which shall be a period contemplated by the definition of the
term “Interest Period”.



If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any portion of the requested
Borrowing that is to be a Eurodollar Borrowing, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration. Promptly following receipt of the Borrowing Request in
accordance with this Section 2.02, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.




          SECTION 2.03. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00
p.m., New York City time, or such earlier time as may be reasonably practicable, to the account of
the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the
applicable Borrowing Request.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the




39









 







Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of
the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith upon written demand such
corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate otherwise applicable to such
Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.




          SECTION 2.04. Interest Elections. (a) The Borrower may elect from time to time to (i)
convert ABR Loans to Eurodollar Loans, (ii) convert Eurodollar Loans to ABR Loans, provided
that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period
with respect thereto or (iii) continue any Eurodollar Loan as such upon the expiration of the then
current Interest Period with respect thereto




          (b) To make an Interest Election Request pursuant to this Section, the Borrower shall notify
the Administrative Agent of such election by telephone by the time that a Borrowing Request would
be required under Section 2.02 if the Borrower were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a form approved by
the Administrative Agent and signed by the Borrower.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.01:





          (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




          (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




40









 








          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.




          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing, and upon the request of the Required Lenders, (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.




          SECTION 2.05. Limitation on Eurodollar Tranches. Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all
selections of Interest Periods shall be in such amounts and be made pursuant to such elections so
that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000
in excess thereof and (b) no more than twenty Eurodollar Tranches shall be outstanding at any one
time.




          SECTION 2.06. Interest on Loans.




          (a) Subject to the provisions of Section 2.07, each ABR Loan shall bear interest (computed on
the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base
Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per
annum equal to the Alternate Base Rate plus the Applicable Margin.




          (b) Subject to the provisions of Section 2.07, each Eurodollar Loan shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal, during each Interest Period applicable thereto, to the LIBO Rate for such Interest
Period in effect for such Borrowing plus the Applicable Margin.




          (c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date
applicable thereto, on the Termination Date and after the Termination Date on written demand and
(with respect to Eurodollar Loans) upon any repayment or prepayment thereof (on the amount repaid
or prepaid); provided that in the event of any conversion of any Eurodollar Loan to an ABR
Loan, accrued interest on such Loan shall be payable on the effective date of such conversion.




          SECTION 2.07. Default Interest. If the Borrower or any Guarantor, as the case may be, shall
default in the payment of the principal of or interest on any Loan or in the payment of any other
amount becoming due hereunder, whether at stated maturity, by acceleration or otherwise, the
Borrower or such Guarantor, as the case may be, shall on written demand of the Administrative Agent
from time to time pay interest, to the extent permitted by law, on all overdue amounts up to (but
not including) the date of actual payment (after as well as before judgment) at a rate per annum
(computed on the basis of the actual number of days
elapsed over




41









 




a year of 360 days or when the Alternate Base Rate is applicable and is based on
the Prime Rate, a year with 365 days or 366 days in a leap year) equal to (a) with respect to any
Loan, the rate then applicable for such Borrowings plus 2.0% and (b) in the case of all other
amounts, the rate applicable for ABR Loans plus 2.0%.




          SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the
date that is two Business Days prior to the commencement of any Interest Period for a Eurodollar
Loan, the Administrative Agent shall have reasonably determined (which determination shall be
conclusive and binding upon the Borrower absent manifest error) that reasonable means do not exist
for ascertaining the applicable LIBO Rate, the Administrative Agent shall, as soon as practicable
thereafter, give written, facsimile or telegraphic notice of such determination to the Borrower and
the Lenders and, until the circumstances giving rise to such notice no longer exist, any request by
the Borrower for a Borrowing of Eurodollar Loans hereunder (including pursuant to a refinancing
with Eurodollar Loans and including any request to continue, or to convert to, Eurodollar Loans)
shall be deemed a request for a Borrowing of ABR Loans.




          SECTION 2.09. Amortization of Second Lien Term Loan; Repayment of Loans; Evidence of
Debt.




          (a) Subject to adjustment pursuant to Section 2.10(d), the Borrower shall repay to the Lenders
the aggregate principal amount of all Second Lien Term Loans outstanding on the following dates in
the respective amounts set forth opposite such dates:




	 	 	 	 	 
	Date	 	Amount
	September 30, 2007
	 	$	2,250,000	 
	December 31, 2007
	 	$	2,250,000	 
	March 31, 2008
	 	$	2,250,000	 
	June 30, 2008
	 	$	2,250,000	 
	September 30, 2008
	 	$	2,250,000	 
	December 31, 2008
	 	$	2,250,000	 
	March 31, 2009
	 	$	2,250,000	 
	June 30, 2009
	 	$	2,250,000	 
	September 30, 2009
	 	$	2,250,000	 
	December 31, 2009
	 	$	2,250,000	 
	March 31, 2010
	 	$	2,250,000	 
	June 30, 2010
	 	$	2,250,000	 
	September 30, 2010
	 	$	2,250,000	 
	December 31, 2010
	 	$	2,250,000	 
	March 31, 2011
	 	$	2,250,000	 
	June 30, 2011
	 	$	2,250,000	 
	September 30, 2011
	 	$	2,250,000	 
	December 31, 2011
	 	$	2,250,000	 
	March 31, 2012
	 	$	2,250,000	 
	June 30, 2012
	 	$	2,250,000	 
	September 30, 2012
	 	$	2,250,000	 
	December 31, 2012
	 	$	2,250,000	 






42









 






	 	 	 	 	 
	Date	 	Amount
	March 31, 2013
	 	$	2,250,000	 
	June 30, 2013
	 	$	2,250,000	 
	September 30, 2013
	 	$	2,250,000	 
	December 31, 2013
	 	$	2,250,000	 
	March 31, 2014
	 	$	2,250,000	 
	Maturity Date
	 	$	839,250,000	 





provided, however, that the final principal repayment installment of the Second
Lien Term Loans shall be repaid on the Maturity Date and in any event shall be in an amount equal
to the aggregate principal amount of all Second Lien Term Loans outstanding on such date. Once
repaid, no portion of the Second Lien Term Loans may be reborrowed.




          (b) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the
ratable account of each Lender the then unpaid principal amount of each Loan on the Termination
Date.




          (c) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof. The Borrower shall have
the right, upon reasonable notice, to request information regarding the accounts referred to in the
preceding sentence.




          (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of the Borrower to
repay the Loans in accordance with the terms of this Agreement.




          (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall promptly execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in a form furnished by the Administrative Agent and reasonably acceptable to the Borrower.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.02) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).




          SECTION 2.10. Mandatory Prepayment; Commitment Termination.




43









 








          (a) Within three (3) Business Days of the Borrower or any Guarantor receiving any Net Cash
Proceeds as a result of an Asset Sale or Recovery Event (including, without limitation, an Event of
Loss concerning an Airframe, Engine, Spare Engine or Spare Parts), the Borrower or such Guarantor
shall, if the Borrower shall not be in compliance with Section 6.06(a) on the date such Net Cash
Proceeds are received, deposit such received Net Cash Proceeds (solely to the extent necessary to
maintain compliance with Section 6.06) into an account that is maintained with the Administrative
Agent or First Lien Administrative Agent for such purpose and subject to a Full Control Agreement;
provided that (i) in the case of the Net Cash Proceeds of any Event of Loss so deposited
and involving an Airframe, Engine or Spare Engine, the Borrower shall be permitted to use such Net
Cash Proceeds to replace such Airframe, Engine or Spare Engine, as the case may be, with a
Replacement Airframe or Replacement Engine, as the case may be, in accordance with the requirements
of the First Lien Aircraft Mortgage, with such Replacement Airframe or Replacement Engine to be
subject to the Lien of the Collateral Agent for the benefit of the First Priority Secured Parties
pursuant to the First Lien Aircraft Mortgage and otherwise satisfying the requirements of the First
Lien Aircraft Mortgage at the time of (or substantially simultaneously with) the release of such
Net Cash Proceeds, (ii) in the case of Net Cash Proceeds of any  Recovery Event (other than Net
Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use such Net Cash
Proceeds to repair or replace the assets which are the subject of such Recovery Event with
comparable assets, (iii) in the case of any Net Cash Proceeds of any Asset Sale so deposited, the
Borrower may use such Net Cash Proceeds to  replace the assets which are the subject of such Asset
Sale with comparable assets within 365 days after such deposit is made, (iv) all such Net Cash
Proceeds shall be subject to release as provided in Section 6.06(c) or, at the option of the
Borrower at any time, may be applied in accordance with the requirements of Section 2.10(b), and
(v) upon the occurrence of an Event of Default, the amount of any such deposit may be applied,
subject to the Intercreditor Agreement, by the Administrative Agent in accordance with Section
2.10(b)), provided that any release of Net Cash Proceeds pursuant to clause (iii) of this
Section shall be conditioned on the Borrower being in compliance with Section 6.06(a), after giving
effect thereto (it being understood that the failure to be in compliance with Section 6.06(a) shall
not prevent the release of any Net Cash Proceeds in connection with any repair or replacement of
assets permitted hereunder so long as no decrease in the Total Collateral Coverage Ratio will
result therefrom).  




          (b) Amounts to be applied in connection with prepayments made pursuant to this Section
2.10 shall, subject to the Intercreditor Agreement, be applied to the prepayment of the Second
Lien Term Loans on a pro rata basis. The application of any prepayment pursuant to
this Section 2.10 shall be made, first, to ABR Loans and, second, to
Eurodollar Loans.




          (c) The Second Lien Term Loan Commitments shall terminate at 5:00 p.m., New York City time,
on the Closing Date. Upon the Termination Date, the Borrower shall repay the Loans in full.




          (d) All prepayments under this Section 2.10 shall be accompanied by accrued but unpaid
interest on the principal amount being prepaid to (but not including) the date of prepayment, plus
any Fees and any losses, costs and expenses, as more fully described in Section 2.13 and 2.17
hereof. Any prepayments of the Second Lien Term Loans under this Section 2.10 shall be applied
pro rata to the remaining scheduled amortization payments set forth in Section
2.09(a).




44









 








          SECTION 2.11. Optional Prepayment of Loans.




          (a) The Borrower shall have the right at any time and from time to time to prepay any Second
Lien Term Loans, in whole or in part, (i) with respect to Eurodollar Loans, upon (A) telephonic
notice followed promptly by written or facsimile notice or (B) written or facsimile notice received
by 1:00 p.m., New York City time, three Business Days prior to the proposed date of prepayment and
(ii) with respect to ABR Loans, upon written or facsimile notice received by 1:00 p.m., New York
City time, one Business Day prior to the proposed date of prepayment; provided that ABR
Loans may be prepaid on the same day notice is given if such notice is received by the
Administrative Agent by 12:00 noon, New York City time; provided further,
however, that (A) each such partial prepayment shall be in an amount not less than
$5,000,000 and in integral multiples of $1,000,000, (B) no prepayment of Eurodollar Loans shall be
permitted pursuant to this Section 2.11(a) other than on the last day of an Interest Period
applicable thereto unless such prepayment is accompanied by the payment of the amounts described in
Section 2.13, and (C) no partial prepayment of a Borrowing of Eurodollar Loans shall result in the
aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Borrowing
being less than $10,000,000.




          (b) All prepayments under Section 2.11(a) shall be accompanied by accrued but unpaid interest
on the principal amount being prepaid to (but not including) the date of prepayment, plus any Fees
and any losses, costs and expenses, as more fully described in Sections 2.13 and 2.17 hereof. Any
partial prepayments of the Second Lien Term Loans pursuant to this Section 2.11 shall be
applied at the direction of the Borrower.




          (c) Each notice of prepayment shall specify the prepayment date, the principal amount of the
Loans to be prepaid and, in the case of Eurodollar Loans, the Borrowing or Borrowings pursuant to
which made, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount
and on the date stated therein; provided, that the Borrower may revoke any notice of prepayment
under this Section 2.11 if such prepayment would have resulted from a refinancing of the
Obligations hereunder, which refinancing shall not be consummated or shall otherwise be delayed.
The Administrative Agent shall, promptly after receiving notice from the Borrower hereunder, notify
each Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the
prepayment date and the manner of application of the prepayment.




          SECTION
2.12. Increased Costs. (a) If any Change in Law shall:




          (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement subject to Section 2.12(c)); or



          (ii) impose on any Lender or the London interbank market any other condition (other
than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;



45









 




and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction suffered.




          (b) If any Lender reasonably determines in good faith that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s capital
or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or
the Loans made by such Lender to a level below that which such Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to capital adequacy), then
from time to time the Borrower will pay to such Lender such additional amount or amounts, in each
case as documented by such Lender to the Borrower as will compensate such Lender or such Lender’s
holding company for any such reduction suffered; it being understood that to the extent duplicative
of the provisions in Section 2.14, this Section 2.12(b) shall not apply to Taxes.




          (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds
or deposits, additional interest on the unpaid principal amount of each Eurodollar Loan equal to
the actual costs of such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive in the absence of manifest error),
and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or
analogous requirement of any other central banking or financial regulatory authority imposed in
respect of the maintenance of the Second Lien Term Loan Commitments or the funding of the
Eurodollar Loans, such additional costs (expressed as a percentage per annum and rounded upwards,
if necessary, to the nearest five decimal places) equal to the actual costs allocated to such
Second Lien Term Loan Commitment or Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive absent manifest error) which in each case shall be
due and payable on each date on which interest is payable on such Loan, provided the Borrower shall
have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent,
and which notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of
such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15)
days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and
payable fifteen (15) days from receipt of such notice.




          (d) A certificate of a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of
this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15)
days after receipt thereof.




          (e) Failure or delay on the part of any Lender to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s right to demand such




46









 







compensation; provided, that the Borrower shall not be required to compensate a Lender
pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to
the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof. The protection of this Section shall be available to each Lender
regardless of any possible contention as to the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall have occurred or been imposed.




          SECTION
2.13. Break Funding Payments. In the event of (a) the payment of any principal of any
Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a
result of the occurrence and continuance an Event of Default), (b) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant
hereto or (c) the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16 or
Section 10.08(b), then, in any such event, at the request of such Lender the Borrower shall
compensate such Lender for the loss, cost and expense attributable to such event. Such loss, cost
or expense to any Lender shall be deemed to include an amount reasonably determined in good faith
by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on
the principal amount of such Loan had such event not occurred, at the applicable rate of interest
for such Loan (excluding, however the Applicable Margin included therein, if any), for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would bid were it to bid,
at the commencement of such period, for dollar deposits of a comparable amount and period from
other banks in the eurodollar market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within fifteen (15) days after receipt thereof.




          SECTION
2.14. Taxes. (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.




          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.




47









 








          (c) The Borrower shall indemnify the Administrative Agent and each Lender, within thirty (30)
days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and
any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment to the extent available, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable law or requested
by the Borrower as will permit such payments to be made without withholding or at a reduced rate.




          (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.14, it
shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.14 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other Person.




          SECTION 2.15. Payments Generally; Pro Rata Treatment.




          (a) The Borrower shall make each payment or prepayment required to be made by it hereunder
(whether of principal, interest or fees, or of amounts payable under Section 2.12 or 2.13, or
otherwise) prior to 1:00 p.m., New York City time, on the date when due, in




48









 







immediately available funds, without set-off or counterclaim. Any amounts received after such
time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating interest thereon.
All such payments shall be made to the Administrative Agent at its offices at 30 Hudson Street,
17th Floor, Jersey City, NJ 07302, pursuant to wire instructions to be provided by the
Administrative Agent, except that payments pursuant to Sections 2.12, 2.13 and 10.04 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.




          (b) If at any time insufficient funds are received by and available to the Administrative
Agent or to the Collateral Agent to pay fully all Second Priority Obligations then due hereunder,
such funds shall be applied (i) first, towards payment of fees and expenses then due under
Section 10.04 payable to the Administrative Agent and the Collateral Agent, in their respective
capacities as such, ratably among the parties entitled thereto in accordance with the amounts of
fees and expenses then due to such parties, (ii) second, towards payment of fees and
expenses then due under Section 10.04 payable to the Agents and the Lenders and towards payment of
interest then due on account of the Second Lien Term Loans, ratably among the parties entitled
thereto in accordance with the amounts of such fees and expenses and interest then due to such
parties, and (iii) third, towards payment of principal of the Second Lien Term Loans then
due hereunder (pro rata among the holders of such Indebtedness), ratably among the
parties entitled thereto in accordance with the amounts of principal then due to such parties.




          (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.




          (d) If any Lender shall fail to make any payment required to be made by it pursuant to
Sections 2.03(a) or (b) or 10.04(c), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.




          SECTION 2.16. Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is
required to pay any additional amount to any Lender under Section 2.12 or to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14,




49









 







then such Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder, to assign its rights and obligations hereunder to another
of its offices, branches or affiliates or to file any certificate or document reasonably requested
by the Borrower, if, in the judgment of such Lender, such designation, assignment or filing (i)
would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.




          (b) If, after the date hereof, any Lender requests compensation under Section 2.12 or if the
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to
fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in Section 10.02), all its interests,
rights and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided, that
(i) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts due, owing and payable to it
hereunder at such time, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of
payments required to be made pursuant to Section 2.14, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.




          SECTION 2.17. Certain Fees. The Borrower shall pay to the Administrative Agent, for the
respective accounts of the Administrative Agent and the Lenders, the fees set forth in that certain
Arrangers Fee Letter dated as of January 29, 2007 among the Administrative Agent, JPMSI, Goldman
Sachs, LBI, LCPI, Merrill Lynch, UBS, UBS Finance, Barclays, Barclays Capital and the Borrower at
the times set forth therein, and as otherwise heretofore agreed.




          SECTION 2.18. Nature of Fees. All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent, as provided herein and in the fee letters described
in Section 2.17. Once paid, none of the Fees shall be refundable under any circumstances.




          SECTION 2.19. Right of Set-Off. Upon the occurrence and during the continuance of any Event
of Default pursuant to Section 7.01(b), the Administrative Agent and each Lender (and their
respective banking Affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll
Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time
held and other indebtedness at any time owing by the Administrative



50









 






Agent and each such Lender (or any of such banking Affiliates) to or for the credit or the
account of the Borrower or any Guarantor against any and all of any such overdue amounts owing
under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender
shall have made any demand under any Loan Document. Each Lender and the Administrative Agent agree
promptly to notify the Borrower and Guarantors after any such set-off and application made by such
Lender or the Administrative Agent (or any of such banking Affiliates), as the case may be,
provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and the Administrative Agent under this Section are in
addition to other rights and remedies which such Lender and the Administrative Agent may have upon
the occurrence and during the continuance of any Event of Default.




          SECTION 2.20. Payment of Obligations. Subject to the provisions of Section 7.01, upon the
maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or
any of the other Loan Documents of the Borrower and the Guarantors, the Lenders shall be entitled
to immediate payment of such Obligations.




          SECTION 2.21. Defaulting Lenders. (a) If at any time any Lender becomes a Defaulting Lender,
then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent
and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated
to) assign pursuant to Section 10.02(b) (with the assignment fee to be paid by the Borrower in such
instance) all of its rights and obligations under this Agreement to one or more assignees;
provided that neither the Administrative Agent nor any Lender shall have any obligation to
the Borrower to find a replacement Lender or other such Person.




          (b) Any Lender being replaced pursuant to Section 2.21(a) above shall (i) execute and deliver
an Assignment and Acceptance with respect to such Lender’s outstanding Second Lien Term Loan
Commitments and Loans and (ii) deliver any documentation evidencing such Loans to the Borrower or
the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender
shall acquire all or a portion, as the case may be, of the assigning Lender’s outstanding Second
Lien Term Loan Commitments and Loans, (B) all obligations of the Borrower owing to the assigning
Lender relating to the Second Lien Term Loan Commitments and Loans so assigned shall be paid in
full by the assignee Lender to such assigning Lender concurrently with such assignment and
acceptance and (C) upon such payment and, if so requested by the assignee Lender, delivery to the
assignee Lender of the appropriate documentation executed by the Borrower in connection with
previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender
shall cease to constitute a Lender hereunder with respect to such assigned Loans, except with
respect to indemnification provisions under this Agreement, which shall survive as to such
assigning Lender.




SECTION 3.




REPRESENTATIONS AND WARRANTIES




          In order to induce the Lenders to make Loans hereunder, the Borrower and each of the
Guarantors jointly and severally represent and warrant as follows:




51









 








          SECTION 3.01. Organization and Authority. Each of the Borrower and the Guarantors (a) is duly
organized, validly existing and in good standing (to the extent such concept is applicable in the
applicable jurisdiction) under the laws of the jurisdiction of its organization and is duly
qualified and in good standing in each jurisdiction in which the failure to so qualify would have a
Material Adverse Effect, (b) has the requisite corporate or limited liability company power and
authority to effect the Transactions, and (c) has all requisite power and authority and the legal
right to own or lease and operate its properties (subject, in the case of any Restructuring
Aircraft, to the Post-Petition Aircraft Agreement applicable to such Restructuring Aircraft) and
pledge or mortgage Collateral, and to conduct its business as now or currently proposed to be
conducted.




          SECTION 3.02. Air Carrier Status. (a) Each of the Borrower and Comair is an “air carrier”
within the meaning of Section 40102 of Title 49 and holds a certificate under Section 41102 of
Title 49. Each of the Borrower and Comair holds an air carrier operating certificate issued
pursuant to Chapter 447 of Title 49. Each of the Borrower and Comair is a “citizen of the United
States” as defined in Section 40102(a)(15) of Title 49 and as that statutory provision has been
interpreted by the DOT pursuant to its policies (a “United States Citizen”). Each of the
Borrower and Comair possesses all necessary certificates, franchises, licenses, permits, rights,
designations, authorizations, exemptions, concessions, frequencies and consents which relate to the
operation of the routes flown by it and the conduct of its business and operations as currently
conducted except where failure to so possess would not, in the aggregate, have a Material Adverse
Effect.




          (b) Other than Comair, no Guarantor is an “air carrier” within the meaning of Section
40102(a)(2) of Title 49, and no Guarantor holds a certificate under Section 41102 of Title 49
(other than as a result of a Guarantor becoming an “air carrier” or holding such certificate in
connection with a Permitted Acquisition).




          SECTION 3.03. Due Execution. The execution, delivery and performance by each of the Borrower
and the Guarantors of each of the Loan Documents to which it is a party (a) are within the
respective corporate or limited liability company powers of each of the Borrower and the
Guarantors, have been duly authorized by all necessary corporate or limited liability company
action, including the consent of shareholders or members where required, and do not (i) contravene
the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of
the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the
Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or
X of the Board), or any order or decree of any court or Governmental Authority, other than
violations by the Borrower or the Guarantors which would not reasonably be expected to have a
Material Adverse Effect, (iii) conflict with or result in a breach of, constitute a default under,
or create an adverse liability or rights under, any material indenture, mortgage or deed of trust
or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or
any of their properties, which, in the aggregate, would reasonably be expected to have a Material
Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the
property of any of the Borrower or the Guarantors other than the Liens granted pursuant to this
Agreement or the other Loan Documents; and (b) do not require the consent, authorization by or
approval of or notice to or filing or registration with any Governmental Authority other than (i)
the filing of financing statements under the New York





52









 







Uniform Commercial Code, (ii) the filings and consents contemplated by the Collateral
Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the
Closing Date and (iv) consents, approvals and exemptions that the failure to obtain in the
aggregate would not be reasonably expected to result in a Material Adverse Effect. This Agreement
has been duly executed and delivered by each of the Borrower and the Guarantors. This Agreement
is, and each of the other Loan Documents to which the Borrower and each of the Guarantors is or
will be a party, when delivered hereunder or thereunder, will be, a legal, valid and binding
obligation of the Borrower and each Guarantor, as the case may be, enforceable against the Borrower
and the Guarantors, as the case may be, in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.




          SECTION 3.04. Statements Made. No representation or warranty or certification of the Borrower
or any Guarantor contained in writing in this Agreement, any other Loan Document or in any other
document, report, public or private confidential information memorandum, financial statement,
certificate or other written information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so furnished, other than to
the extent that any such statements constitute projections, budgets, estimates or other forward
looking statements), taken as a whole and in light of the circumstances in which made, contains,
when furnished, any untrue statement of a material fact or omits to state a material fact necessary
to make such statements not materially misleading; and, to the extent that any such information
constitutes projections, budgets, estimates or other forward looking statements, such projections,
budgets, estimates or other forward looking statements were prepared in good faith on the basis of
assumptions believed by the Borrower or such Guarantor to be reasonable at the time such
projections, budgets, estimates or other forward looking statements were furnished (it being
understood that projections, budgets, estimates or other forward looking statements by their nature
are inherently uncertain, that no assurances can be given that projections, budgets, estimates or
other forward looking statements will be realized and that actual results in fact may differ
materially from any projections, budgets, estimates or other forward looking statements provided to
the Administrative Agent or the Lenders).




          SECTION 3.05. Financial Statements; Material Adverse Change. 




          (a) The Borrower has furnished the Administrative Agent on behalf of the Lenders with copies
of the audited consolidated financial statement and schedules of the Borrower and its Subsidiaries
for the fiscal year ended December 31, 2006, certified by its chief financial officer. Such
financial statements present fairly, in all material respects, in accordance with GAAP, the
financial condition and results of operations of the Borrower and its Subsidiaries on a
consolidated basis as of such date and for such period; such balance sheets and the notes thereto
disclose all liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof required to be disclosed by GAAP and such financial statements were prepared in a manner
consistent with GAAP in all material respects.




          (b) Since January 29, 2007, there has been no Material Adverse Change.




53









 








          SECTION 3.06. Ownership. As of the Closing Date, other than as set forth on Schedule 3.06,
(a) each of the Persons listed on Schedule 3.06 is a wholly-owned, direct or indirect Subsidiary of
the Borrower, and (b) the Borrower owns no other Subsidiaries, whether directly or indirectly.




          SECTION 3.07. Liens. Except for the Liens existing on the Closing Date as reflected on
Schedule 3.07, there are no Liens of any nature whatsoever on any assets of the Borrower or any of
the Guarantors other than Liens permitted pursuant to Section 6.01 (including any waiver or
amendment thereto subsequent to the Closing Date).




          SECTION 3.08. Use of Proceeds. The proceeds of the Loans shall be used to repay amounts
outstanding under the Existing DIP Facilities, to pay certain accrued administrative expenses, and
for the payment of fees and transaction costs as contemplated hereby and as referred to in Section
2.17.




          SECTION 3.09. Litigation and Environmental Matters. Other than as set forth on Schedule 3.09:




          (a) There are no actions, suits, proceedings or investigations pending or, to the knowledge of
the Borrower or the Guarantors, threatened against or affecting the Borrower or the Guarantors or
any of their respective properties, before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (i) that would reasonably be expected to
have a Material Adverse Effect or (ii) that purport to, or could reasonably be expected to, affect
the legality, validity, binding effect or enforceability of the Loan Documents or, in any material
respect, the rights and remedies of the Administrative Agent, the Collateral Agent or the Lenders
thereunder or in connection with the Transactions.




          (b) Except with respect to any matters that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect, (i) the Borrower and each Guarantor
is currently in compliance with all, and has not violated any, Environmental Laws and/or
requirements of any Airport Authority with respect to environmental matters and maintains and
complies with all, and has not violated any, Environmental Permits and (ii) none of the Borrower or
the Guarantors has (x) become subject to any Environmental Liability, or (y) received written or,
to the knowledge of the Borrower or the Guarantors, verbal notice of any pending or, to the
knowledge of the Borrower or the Guarantors, threatened claim with respect to any Environmental
Liability, and there is no reasonable basis for any Environmental Liability.




          SECTION 3.10. FAA Slot Utilization. Except for matters which could not reasonably be expected
to have a Material Adverse Effect, the Borrower and the Guarantors, as applicable, are utilizing,
or causing to be utilized, their respective FAA Slots in a manner consistent with applicable rules,
regulations, laws and contracts in order to preserve both their respective right to hold and
operate the FAA Slots, taking into account any waivers or other relief granted to the Borrower and
any Guarantor by the FAA, other applicable U.S. Governmental Authority or U.S. Airport Authority.
Except as otherwise disclosed in the Borrower’s most recent Form 10-K, neither the Borrower nor any
Guarantor has received any written notice from the FAA, other applicable U.S. Governmental
Authority or U.S. Airport Authority, or are aware of any other event or circumstance, that would be
reasonably likely to





54









 







impair in any material respect their respective right to hold and operate any FAA Slot, except
that which would not reasonably be expected to have a Material Adverse Effect.




          SECTION 3.11. Primary Foreign Slot Utilization. The Borrower and the Guarantors, as
applicable, are utilizing, or causing to be utilized, their respective Primary Foreign Slots in a
manner consistent with applicable regulations, foreign laws and contracts in order to preserve
their respective right to hold and operate the Primary Foreign Slots. Except as otherwise
disclosed in the Borrower’s most recent Form 10-K, neither the Borrower nor any Guarantor, as
applicable, has received any written notice from any applicable Foreign Aviation Authorities, or is
aware of any other event or circumstance that would be reasonably likely to impair in any material
respect their respective right to hold and operate any such Primary Foreign Slot, except that which
would not reasonably be expected to have a Material Adverse Effect.




          SECTION 3.12. Primary Route Utilization. The Borrower and the Guarantors, as applicable, hold
the requisite authority to operate each of their respective Primary Routes pursuant to Title 49,
applicable foreign law, and the applicable rules and regulations of the FAA, DOT and any applicable
Foreign Aviation Authorities, and have, at all times after being awarded each such Primary Route,
complied in all material respects with all of the terms, conditions and limitations of each such
certificate or order issued by the DOT and the applicable Foreign Aviation Authorities regarding
such Primary Route and with all applicable provisions of Title 49, applicable foreign law, and the
applicable rules and regulations of the FAA, DOT and any Foreign Aviation Authorities regarding
such Primary Route. There exists no failure of the Borrower and any applicable Guarantor to comply
with such terms, conditions or limitations that gives the FAA, DOT or any applicable Foreign
Aviation Authorities the right to terminate, cancel, suspend, withdraw or modify in any materially
adverse respect the rights of the Borrower and the Guarantors, as applicable, in any such Primary
Route, except to the extent that such failure could not reasonably be expected to have a Material
Adverse Effect.




          SECTION 3.13. Margin Regulations; Investment Company Act.




          (a) Neither the Borrower nor any Guarantor is engaged, nor will it engage, principally or as
one of its important activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board, “Margin Stock”), or extending credit for the
purpose of purchasing or carrying Margin Stock and no proceeds of any Loans will be used to
purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock in violation of Regulation U.




          (b) Neither the Borrower nor any Guarantor is, or after the making of the Loans will be, or is
required to be registered as an “investment company” under the Investment Company Act of 1940, as
amended. Neither the making of any Loan, nor the application of the proceeds or repayment thereof
by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents,
will violate any provision of such Act or any rule, regulation or order of the SEC thereunder.




          SECTION 3.14. ERISA. Except as set forth on Schedule 3.14 and other than in connection with
the bankruptcy proceedings of
the Borrower and certain of the direct and




55









 




indirect subsidiaries of the Borrower in the
Bankruptcy Court, no Termination Event has occurred or is reasonably expected to occur. Except to
the extent the same could not reasonably be expected to have a Material Adverse Effect and except
as otherwise disclosed in the Borrower’s most recent Form 10-K (including the Notes to the
financial statements contained therein), the present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market value of the assets of
all such underfunded Plans. As of the date hereof, neither the Borrower nor any of its ERISA
Affiliates contributes to or is obligated to contribute to any Multiemployer Plan subject to Title
IV of ERISA.




          SECTION 3.15. Properties. 




          (a) The Borrower and the Guarantors have good title to (and with respect to Real Property
Assets, good and marketable title to) each of the properties and assets reflected on the financial
statements referred to in Section 3.05 hereof, including, without limitation, the Real Property
Assets (other than such properties or assets disposed of in the ordinary course of business since
the date of such financial statements or as permitted hereunder). As of the Closing Date, Schedule
3.15(a) is a true and complete description of (i) each parcel of real property owned by the
Borrower or any Guarantor and (ii) the entity who owns such real property.




          (b) Except as could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, (i) each of the Borrower and the Guarantors owns, or is licensed to use,
all trademarks, trade names, copyrights, patents and other intellectual property material to its
business and (ii) the use thereof by such Borrower or Guarantor, to the Borrower’s or such
Guarantor’s knowledge, does not infringe upon the rights of any other Person.




          (c) As of the Closing Date, neither the Borrower nor any Guarantor has received any written
notice of a pending or contemplated condemnation proceeding affecting any Real Property Asset
having a fair market value in excess of $5,000,000.




          SECTION 3.16. Perfected Security Interests. The Collateral Documents, taken as a whole, are
effective to create in favor of the Collateral Agent, for the benefit of the Second Priority
Secured Parties, a legal, valid and enforceable security interest in all of the Collateral subject
as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law. At such time as (a) financing statements
in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b)
the Second Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed
for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to
the International Interests in the Mortgaged Collateral




56









 







constituted by the Second Lien Aircraft Mortgage are duly made in the International Registry,
(c) with respect to identified intellectual property registered in the United States, the Second
Lien Trademark Security Agreement and the Second Lien Patent Security Agreement are filed in the
appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees
are paid) and the Second Lien Copyright Security Agreement is filed in the United States Copyright
Office (and the appropriate fees are paid), (d) the Second Lien Real Estate Mortgages are filed in
the appropriate recording office (and the appropriate fees are paid), (e) execution of the Control
Agreements and (f) delivery of pledged securities under the Second Lien Pledge Agreement (together
with appropriate stock powers) to the Administrative Agent or the First Lien Administrative Agent,
the Collateral Agent, for the benefit of the Second Priority Secured Parties, shall have a second
priority perfected security interest and/or mortgage (or comparable Lien) in all of the Collateral
to the extent that the Liens on such Collateral may be perfected upon the filings or upon the
taking of the actions described in clauses (a) through (f) above, subject in each case only to
Liens permitted by Section 6.01 (or, in the case of the Real Property Assets, subject only to the
Permitted Liens and other Liens specified in the applicable Second Lien Real Estate Mortgage).




          SECTION 3.17. Payment of Taxes. Except as set forth on Schedule 3.17 (and except as otherwise
specifically permitted by the Plan of Reorganization and the Bankruptcy Court), each of the
Borrower and the Guarantors has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid when due all Taxes required to have
been paid by it, except and solely to the extent that, in each case (a) such Taxes are being
contested in good faith by appropriate proceedings and the Borrower or such Guarantor, as
applicable, has set aside on its books adequate reserves therefor or (b)  the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.




          SECTION 3.18. Section 1110. The Aircraft, Engines and Spare Engines listed on Schedule 3.18
represent each of the Aircraft, Engine and Spare Engine constituting Mortgaged Collateral as of the
Closing Date that were first placed in service prior to October 22, 1994.




SECTION 4.




CONDITIONS OF LENDING




          SECTION 4.01. Conditions Precedent to Initial Loans. The obligation of the Lenders to make
the initial Loans is subject to the satisfaction (or waiver in accordance with Section 10.08) of
the following conditions precedent:




          (a) Supporting Documents. The Administrative Agent shall have received for each of
the Borrower and the Guarantors:





          (i) a copy of such entity’s certificate of incorporation or formation, as amended,
certified as of a recent date by the Secretary of State of the state of its incorporation or
formation;



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          (ii) a certificate of the Secretary of State of the state of such entity’s
incorporation or formation, dated as of a recent date, as to the good standing of that
entity (to the extent available in the applicable jurisdiction) and as to the charter
documents on file in the office of such Secretary of State;




          (iii) a certificate of the Secretary or an Assistant Secretary of such entity dated the
date of the initial Loans hereunder and certifying (A) that attached thereto is a true and
complete copy of the by-laws or limited liability company agreement of that entity as in
effect on the date of such certification, (B) that attached thereto is a true and complete
copy of resolutions adopted by the board of directors, board of managers or members of that
entity authorizing the Borrowings hereunder, the execution, delivery and performance in
accordance with their respective terms of this Agreement, the Loan Documents and any other
documents required or contemplated hereunder or thereunder and the granting of the Liens
contemplated hereby or the other Loan Documents, (C) that the certificate of incorporation
or formation of that entity has not been amended since the date of the last amendment
thereto indicated on the certificate of the Secretary of State furnished pursuant to clause
(i) above, and (D) as to the incumbency and specimen signature of each officer of that
entity executing this Agreement and the Loan Documents or any other document delivered by it
in connection herewith or therewith (such certificate to contain a certification by another
officer of that entity as to the incumbency and signature of the officer signing the
certificate referred to in this clause (iii)); and




          (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all
material respects of the representations and warranties contained in the Loan Documents as
though made on and as of the date of the initial Loans, except to the extent that any such
representation or warranty relates to a specified date, in which case such representation or
warranty shall be or was true and correct in all material respects as of such date after
giving effect to the Consummation of the Plan of Reorganization and to the Transactions and
(B) the absence of any event occurring and continuing, or resulting from the initial
extensions of credit on the Closing Date that constitutes an Event of Default or event
which, with giving of notice or passage of time or both, would be an Event of Default.



          (b) Credit Agreement. Each party hereto shall have duly executed and delivered to the
Administrative Agent this Agreement.




          (c) Security Agreement, Pledge Agreement and Perfection Certificate. The Borrower and
each of the Guarantors shall have duly executed and delivered to the Collateral Agent or the First
Lien Collateral Agent, as applicable, a Second Lien Security Agreement in substantially the form of
Exhibit B (the “Second Lien Security Agreement”) and a Second Lien Pledge Agreement in
substantially the form of Exhibit C (the “Second Lien Pledge Agreement”), together
with (i) any pledged Collateral (together with undated stock powers or note powers, as applicable,
executed in blank) required to be delivered thereunder, (ii) all documents, certificates, forms and
filing fees that the Collateral Agent may deem necessary to perfect and protect the Liens and
security interests created under the Second Lien Security Agreement and Second Lien Pledge
Agreement, including, without limitation, financing statements in form and substance reasonably
acceptable to the Collateral Agent, as may be required to grant, continue and maintain




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an enforceable security interest in the Collateral (subject to the terms hereof and of the
other Loan Documents) in accordance with the Uniform Commercial Code as enacted in all relevant
jurisdictions and (iii) the perfection certificate attached as an exhibit to the Second Lien
Security Agreement




          (d) SGR Security Agreement. Each of the Borrower and Comair shall have duly executed
and delivered to the Collateral Agent or First Lien Collateral Agent, as applicable, a slot, gate
and route security and pledge agreement, in substantially the form of Exhibit D (the “Second
Lien SGR Security Agreement”), together with (i) in respect of each of the FAA Slots, undated
slot transfer documents, executed in blank to be held in escrow by the Collateral Agent or First
Lien Collateral Agent, as applicable, and (ii) all financing statements in form and substance
reasonably acceptable to the Collateral Agent, as may be required to grant, continue and maintain
an enforceable security interest in the applicable Collateral (subject to the terms hereof and of
the other Loan Documents) in accordance with the Uniform Commercial Code as enacted in all relevant
jurisdictions




          (e) Aircraft Mortgage. Each of the Borrower and Comair shall have duly executed and
delivered to the Collateral Agent an aircraft mortgage, in substantially the form of Exhibit E (the
“Second Lien Aircraft Mortgage”), and a Mortgage Supplement with respect to the Mortgaged
Collateral in substantially the form annexed to the Second Lien Aircraft Mortgage, together with
(i) evidence of the filing for recordation with the FAA of the Second Lien Aircraft Mortgage and
the Mortgage Supplement (together with any other necessary documents, instruments, affidavits or
certificates) as the Collateral Agent may deem reasonably necessary to perfect and protect the
Liens created thereby, including, without limitation, recordings and filings with the FAA, and all
filings and recording fees and taxes in respect thereof shall have been duly paid, (ii) copies of
the Entry Point Filing Forms, and (iii) evidence that all other action that the Collateral Agent
may deem reasonably necessary to perfect and protect the Liens and security interests created under
the Second Lien Aircraft Mortgage and the Mortgage Supplement has been taken. The parties hereto
acknowledge and agree that any Lien described in this Agreement on the Mortgaged Collateral is a
Lien in favor of the Collateral Agent for the ratable benefit of the Second Priority Secured
Parties.




          (f) Intellectual Property Security Agreements. The Borrower and each applicable
Guarantor shall have duly executed and delivered to the Collateral Agent a (i) Second Lien Patent
Security Agreement in substantially the form of Exhibit F-2 (the “Second Lien Patent Security
Agreement”) and (ii) Second Lien Copyright Security Agreement, in substantially the form of
Exhibit F-3 (the “Second Lien Copyright Security Agreement” ), together with all
documents, certificates, forms and filing fees that the Collateral Agent may deem reasonably
necessary to perfect and protect the Liens and security interests created in the identified
intellectual property in the Second Lien Patent Security Agreement and the Second Lien Copyright
Security Agreement.




          (g) Real Estate Mortgages. The Borrower or the applicable Guarantor (as the case may
be) shall have duly executed and delivered to the Collateral Agent the Second Lien Real Estate
Mortgages, together with (i) evidence that Second Lien Real Estate Mortgages shall be recorded in
all places to the extent that the Collateral Agent may deem reasonably necessary to perfect and
protect the Liens created thereby, including, without limitation, recordings and




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filings with the appropriate agencies, and all filings and recording fees and taxes in respect
thereof shall have been duly paid and (ii) evidence that all other action that the Collateral Agent
may deem reasonably necessary to perfect and protect the Liens and security interests created under
the Second Lien Real Estate Mortgages has been taken.




          (h) Appraisals and Field Audits. The Administrative Agent shall have received, in
form and substance reasonably satisfactory to it, (i) appraisals from (1) the Appraisers in respect
of the Appraised Collateral (other than the Real Property Assets) and (2) the Real Estate Appraiser
in respect of the Real Property Assets and (ii) a Field Audit in respect of the Eligible Accounts
Receivable.




          (i) Opinions of Counsel. The Administrative Agent, the Lenders and the Collateral
Agent shall have received:





          (i) a written opinion of Leslie P. Klemperer, Vice President and Deputy General Counsel
for the Borrower;




          (ii) a written opinion of Davis Polk & Wardwell, counsel to the Borrower and the
Guarantors, dated the date of the initial Loans, substantially in the form of Exhibit G-1;




          (iii) a written opinion of each of (A) Kilpatrick Stockton LLP, (B) Keating Muething &
Klekamp PLL, (C) Akerman Senterfitt and (D) Morris, Nichols, Arsht & Tunnell LLP, each a
special local counsel to the Borrower and the Guarantors, each dated the date of the initial
Loans, substantially in the form of Exhibits G-2, G-3, G-4 and G-5, respectively;




          (iv) a written opinion of Daugherty, Fowler, Peregrin, Haught & Jenson, special FAA
counsel, substantially in the form of Exhibit G-6; and




          (v) a written opinion with respect to each Second Lien Real Estate Mortgage reasonably
satisfactory to the Administrative Agent of such other local real estate counsel as the
Administrative Agent may reasonably request.



          (j) Payment of Fees and Expenses. The Borrower shall have paid to the Administrative
Agent the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and
pursuant to this Agreement, as referred to in Section 2.17 and as heretofore agreed upon by the
Borrower and the Administrative Agent, and all reasonable fees and reasonable out-of-pocket
expenses of the Administrative Agent, the Lead Arrangers, the Joint Bookrunners and the Collateral
Agent (including the reasonable fees and reasonable out-of-pocket expenses of counsel to the
Administrative Agent) as to which invoices have been issued and presented.




          (k) Lien Searches; International Registry Searches. The Administrative Agent shall
have received UCC searches conducted in the jurisdictions in which the Borrower and the Guarantors
are incorporated or such other jurisdictions as the Administrative Agent may reasonably require and
Lien searches conducted in the recording office of the Federal Aviation Administration and, with
respect to the applicable Mortgaged Collateral, “priority search




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certificates” (as defined in the Regulations and Procedures for the International Registry),
all as may be reasonably satisfactory to the Administrative Agent (dated as of a date reasonably
satisfactory to the Administrative Agent), reflecting the absence of Liens and encumbrances on the
assets of the Borrower and the Guarantors other than Liens permitted hereunder and as may be
reasonably satisfactory to the Administrative Agent and the absence of registrations on the
International Registry with respect to the applicable Mortgaged Collateral other than the
registrations contemplated herein, and (in the case of the searches conducted at the recording
office of the FAA) indicating that the Borrower (or a Guarantor) is the registered owner of each of
the aircraft which is intended to be covered by the Second Lien Aircraft Mortgage.




          (l) Insurance. (i) The Collateral Agent shall have received certificates of insurance
with respect to insurance maintained by the Borrower or any Guarantor, as the case may be, which
certificates evidence compliance by the Borrower and the Guarantors with the insurance requirements
set forth herein and in the Collateral Documents as of the Closing Date and contain signatures of
duly authorized representatives of AON Risk Services or such other insurance broker as may be
reasonably acceptable to the Collateral Agent.





          (ii) The Collateral Agent shall have been named as loss payees and/or additional
insured, as applicable, with respect to the Collateral on such policies of insurance of the
Borrower and the Guarantors as the Collateral Agent may have reasonably requested (or as
otherwise specified in the Collateral Documents).



          (m) Title/Survey. The Collateral Agent shall have received title insurance policies
with respect to each Real Property Asset from Lawyers Title Insurance Company or another title
company reasonably acceptable to the Collateral Agent and real property surveys with respect to the
Real Property Assets, all in form and substance reasonably satisfactory to the Collateral Agent.




          (n) Order; Plan of Reorganization. (i) The Confirmation Order shall have been entered
in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any applicable
orders of the Bankruptcy Court and any applicable local rules and the provisions relating to the
Facilities contained therein shall be reasonably satisfactory to the Administrative Agent, (ii) the
Confirmation Order shall be in full force and effect, shall not, without the consent of the Agents
(such consent not to be unreasonably withheld, conditioned or delayed), have been reversed or
modified or be subject to stay or a motion to stay, (iii) all conditions to the effectiveness of
the Plan of Reorganization shall have been satisfied or waived (the waiver thereof (other than the
waiver of the condition that the Confirmation Order shall have become a Final Order), if materially
adverse to the Lenders, having been approved by the Administrative Agent (which approval shall not
be unreasonably withheld, conditioned or delayed)) and the Consummation of the Plan of
Reorganization shall occur on the Closing Date contemporaneously with the making of the initial
Loans hereunder, and (iv) the pro forma capital and ownership structure shall be substantially as
described in the Joint Plan of Reorganization of the Borrower and its domestic Subsidiaries filed
with the Bankruptcy Court on April 25, 2007 and such plan shall not have been amended in any manner
materially adverse to the Lenders without the consent of the Administrative Agent (which consent
shall not be unreasonably withheld, conditioned or delayed).




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          (o) Repayment of Existing DIP Facility. Upon Consummation of the Plan of
Reorganization and the making of the initial Loans, the Existing DIP Facilities shall have been
repaid in full (or, in the case of any Existing DIP Facility Letter of Credit, cash-collateralized
or guaranteed by a back-to-back letter of credit) and all action necessary to release all
collateral pledged to secure the Loans shall have been taken, in form and substance reasonably
satisfactory to the Administrative Agent. Substantially all other existing Indebtedness of the
Borrower and its Subsidiaries, other than any Indebtedness otherwise permitted hereunder, shall
have been repaid, restructured or reinstated as expressly contemplated by the Plan of
Reorganization.




          (p) Consents. All material governmental and third party consents and approvals
necessary in connection with the financing contemplated hereby shall have been obtained, in form
and substance reasonably satisfactory to the Administrative Agent, and be in full force and effect.




          (q) Financial Statements. The Lenders shall have received (i) audited consolidated
financial statements of the Borrower for the three most recent fiscal years ended prior to the
Closing Date, (ii) unaudited interim consolidated financial statements of the Borrower for each
quarterly period ended subsequent to the date of the latest financial statements delivered pursuant
to clause (i) of this Section 4.01(q) and 60 days or more prior to the Closing Date, (iii) a
pro forma consolidated balance sheet of the Borrower as of the date of the most
recent consolidated balance sheet delivered pursuant to the preceding clauses (i) or (ii), giving
effect to the consummation of the Plan of Reorganization and the financings contemplated hereby and
thereby, and (iv) a business plan of the Borrower including quarterly projections through December
31, 2007 and annual projections through December 31, 2010. Documents required to be delivered
pursuant to clauses (i) and (ii) hereof which are made available via EDGAR, or any successor system
of the SEC, in the Borrower’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, shall be
deemed delivered to the Lenders on the date such documents are made so available; provided
that, upon request, the Borrower shall deliver paper copies of such documents to the Administrative
Agent.




          (r) No Illegality. No law or regulation shall be applicable in the reasonable
judgment of the Administrative Agent or the Lenders that restrains, prevents or imposes materially
adverse conditions upon the Transactions.




          (s) Representations and Warranties. All representations and warranties set forth in
Section 3 hereof shall be true and correct in all material respects on and as of the Closing Date,
after giving effect to the Consummation of the Plan of Reorganization and to the Transactions, as
though made on and as of such date (except to the extent any such representation or warranty by its
terms is made as of a different specified date, in which event such representation or warranty
shall be true and correct in all material respects as of such specified date).




          (t) No Event of Default. After giving effect to the Consummation of the Plan of
Reorganization and the Transactions, no Event of Default or event which, with the giving of notice
or passage of time or both, would be an Event of Default shall have occurred and be continuing on
the Closing Date.




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          (u) Intercreditor Agreement. The Borrower, the Guarantors, the Administrative Agent,
the Collateral Agent, and the First Lien Collateral Agent shall have executed the Intercreditor
Agreement.




          (v) Eligible Collateral. At the time the Lenders make the initial Loans, and after
giving effect thereto, the Appraised Value of the Eligible Collateral shall not be less than 125%
of the Total Obligations outstanding on the Closing Date.




          (w) Restructuring Aircraft Certificate. The Borrower shall have delivered an
Officer’s Certificate certifying that there have been no material adverse developments or changes
in the status of the Qualified Restructuring Indebtedness from the information previously disclosed
to the Administrative Agent.




          (x) Eligible Accounts Receivable Certificate. The Borrower shall have delivered an
Officer’s Certificate, substantially in the form of Exhibit K, setting forth the amount of the
Eligible Accounts Receivable as of the Closing Date, together with all supporting documents with
respect to such Eligible Accounts Receivable as the Administrative Agent may reasonably request.




          (y) Corporate Ratings. The Borrower shall have obtained a corporate credit rating
from S&P and a corporate family rating from Moody’s.




          (z) No Material Adverse Effect. Since January 29, 2007, no Material Adverse Effect
shall have occurred.




          (aa) First Lien Credit Agreement. The First Lien Credit Agreement shall have become
effective in accordance with its terms and the Borrower shall have received $600,000,000 in gross
proceeds from the borrowing of First Lien Loans thereunder.




          (bb) Other Documentation and Information. The Administrative Agent shall have
received (i) such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of the Borrower and
each Guarantor and the authorization of the Transactions and (ii) a fully executed copy of the
First Lien Credit Agreement.




          (cc) Notice. The Administrative Agent shall have received a Borrowing Request
pursuant to Section 2.02 with respect to the borrowing of the Loans.




SECTION 5.




AFFIRMATIVE COVENANTS




          From the date hereof and for so long as the Second Lien Term Loan Commitments remain in effect
or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder (other
than contingent indemnification obligations not due and payable), the Borrower and each of the
Guarantors agree to:




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          SECTION 5.01. Financial Statements, Reports, etc. Deliver to the Administrative Agent on
behalf of the Lenders:




          (a) Within 90 days after the end of each fiscal year, the Borrower’s consolidated balance
sheet and related statement of income and cash flows, showing the financial condition of the
Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the
results of their respective operations during such year, the consolidated statement of the Borrower
to be audited for the Borrower by Ernst & Young LLP or other independent public accountants of
recognized national standing and accompanied by an opinion of such accountants (without a “going
concern” or like qualification or exception and without any qualification or exception (other than
with respect to the 2005 audit and the 2006 audit) as to the scope of such audit) and to be
certified by a Responsible Officer of the Borrower to the effect that such consolidated financial
statements fairly present in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.
Documents required to be delivered pursuant to this clause (a) which are made available via EDGAR,
or any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K, shall be deemed
delivered to the Lenders on the date such documents are made so available; provided that,
upon request, the Borrower shall deliver paper copies of such documents to the Administrative
Agent;




          (b) Within 45 days after the end of each of the first three fiscal quarters of each fiscal
year, the Borrower’s consolidated balance sheets and related statements of income and cash flows,
showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of
the close of such fiscal quarter and the results of their operations during such fiscal quarter and
the then elapsed portion of the fiscal year, each certified by a Responsible Officer of the
Borrower as fairly presenting in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes. Documents required to
be delivered pursuant to this clause (b) which are made available via EDGAR, or any successor
system of the SEC, in the Borrower’s Quarterly Report on Form 10-Q, shall be deemed delivered to
the Lenders on the date such documents are made so available; provided that, upon request,
the Borrower shall deliver paper copies of such documents to the Administrative Agent;




          (c) (i) concurrently with any delivery of financial statements under (a) and (b) above, a
certificate of a Responsible Officer of the Borrower (A) certifying that no Event of Default or
event which upon notice or lapse of time or both would constitute an Event of Default has occurred,
or, if such an Event of Default or event has occurred, specifying the nature and extent thereof and
any corrective action taken or proposed to be taken with respect thereto, (B) setting forth
computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance
with the provisions of Sections 6.04, 6.05 and 6.06 and (C) stating whether any change in GAAP or
in the application thereof has occurred since the date of the audited financial statements referred
to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate; and (ii) concurrently with any delivery of
financial statements under (a) above, a certificate (which certificate may be limited to accounting
matters and disclaim responsibility for legal interpretations) of the accountants auditing the
consolidated financial statements delivered under




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(a) above certifying that, in the course of the regular audit of the business of the Borrower
and its Subsidiaries, such accountants have obtained no knowledge that an Event of Default pursuant
to Section 7.01(c) due to any failure to comply with Section 6.04 or 6.05 has occurred and is
continuing or if, in the opinion of such accountants, such an Event of Default has occurred and is
continuing, specifying the nature thereof and all relevant facts with respect thereto;




          (d) promptly after the same become publicly available, copies of all registration statements
and all periodic and other reports, proxy statements and other materials filed by it with the SEC,
or any governmental authority succeeding to any of or all the functions of said commission, or with
any national securities exchange, as the case may be. Documents required to be delivered pursuant
to this clause (d) which are made available via EDGAR, or any successor system of the SEC, shall be
deemed delivered when made so available; provided that, upon request, the Borrower shall
deliver paper copies of such documents to the Administrative Agent;




          (e) Within ninety (90) days from the last Business Day of the immediately preceding fiscal
year, a detailed consolidated budget for the following 12-month period (including projected
statements of operations and cash flow for such period);




          (f) as soon as available and in any event within fifteen (15) Business Days after the Borrower
or any of its ERISA Affiliates knows or has reason to know that any Termination Event has occurred,
a statement of a Responsible Officer of the Borrower describing the full details of such
Termination Event and the action, if any, which the Borrower or such ERISA Affiliate is required or
proposes to take with respect thereto, together with any notices required or proposed to be given
to or filed with or by the Borrower, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto;




          (g) promptly and in any event within fifteen (15) Business Days after receipt thereof by the
Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the
Borrower or any such ERISA Affiliate of the PBGC’s intention to terminate any Single Employer Plan
of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;




          (h) if requested by the Administrative Agent, promptly and in any event within thirty (30)
days after the filing thereof with the Internal Revenue Service, copies of each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan of the
Borrower or any of its ERISA Affiliates;




          (i) within fifteen (15) Business Days after notice is given or required to be given to the
PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA
Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a
Responsible Officer of the Borrower setting forth (i) sufficient information necessary to determine
the amount of the lien under Section 302(f)(3) of ERISA, (ii) the reason for the failure to make
the required payments and (iii) the action, if any, which the Borrower or any of its ERISA
Affiliates proposed to take with respect thereto;




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          (j) promptly and in any event within fifteen (15) Business Days after receipt thereof by the
Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received
by the Borrower or any ERISA Affiliate concerning (i) the imposition of Withdrawal Liability by a
Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in
reorganization within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer
Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or which
may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in
clause (i), (ii) or (iii) above;




          (k) promptly after a Responsible Officer obtains knowledge of (i) the filing or commencement
of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any Subsidiary that could reasonably be expected to result in a Material
Adverse Effect; or (ii) the receipt of any environmental audits and reports, whether prepared by
personnel of the Borrower or any Guarantor or by independent consultants, which relate to an
Environmental Liability which could be expected to have a Material Adverse Effect, notification
thereof (together with, in the case of clause (ii) above, copies of such audits and reports), each
such notice to be accompanied by a statement of a Responsible Officer of the Borrower setting forth
the details of the event or development requiring such notice and any action taken or proposed to
be taken with respect thereto;




          (l) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of the Borrower or any Guarantor as the Administrative Agent, at
the request of any Lender, may reasonably request;




          (m) within (i) twenty (20) Business Days following the end of each calendar month, a
certificate of a Responsible Officer of the Borrower or, if applicable, a Guarantor, (x) stating
that at all times since the last certificate delivered under this Section 5.01(m) (or, in the case
of the first certificate to be delivered after the Closing Date, at all times since the Closing
Date) the Borrower or Guarantor, as the case may be, has utilized the Primary Routes and the
Primary Foreign Slots in a manner consistent in all material respects with applicable regulations,
rules, law, foreign law and contracts in order to preserve their respective rights in and to use
each of the Primary Routes and Primary Foreign Slots and (y) setting forth (A) any permanent
disposition or transfer by the Borrower or such Guarantor of any Appraised FAA Slot, Primary
Foreign Slot or Primary Route and (B) airports associated with additional Primary Routes allocated
to or acquired by the Borrower or such Guarantor which airports are not already listed on Schedule
4(g) to the Second Lien SGR Security Agreement or Schedule 4(i) to the Second Lien SGR Security
Agreement and (ii) five (5) Business Days following the end of each calendar month, copies of any
report filed by the Borrower or any Guarantor in such calendar month with the FAA, DOT or any other
applicable Governmental Authority or Airport Authority or any Foreign Aviation Authorities
regarding utilization of Primary Routes or Primary Foreign Slots or access to the Primary
Supporting Route Facilities, as well as a summary thereof, in a format reasonably acceptable to the
Administrative Agent;




          (n) at any time that Eligible Accounts Receivable shall be included as Eligible Collateral,
promptly and in any event within 30 days after the end of each month while Eligible Accounts
Receivable are part of Eligible Collateral, an Officer’s Certificate from the Borrower,
substantially in the form of Exhibit K, setting forth the amount of Eligible Accounts Receivable




66









 







as of such date, together with all supporting documents with respect to Eligible Accounts
Receivable as the Administrative Agent may reasonably request;




          (o) promptly after a Responsible Officer obtains knowledge thereof, notice of any Collateral
Event;




          (p) promptly after a Responsible Officer obtains knowledge thereof, notice of any Event of
Loss;




          (q) promptly after a Responsible Officer obtains knowledge of any Visa/MasterCard Dollar
Trigger Event, notification thereof (accompanied by a statement of a Responsible Officer of the
Borrower setting forth the details of such Visa/MasterCard Dollar Trigger Event).




          Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01
to the Administrative Agent may be made available by the Administrative Agent to the Lenders by
posting such information on the Intralinks website on the Internet at
http://www.intralinks.com.
Information delivered pursuant to this Section 5.01 may also be delivered by electronic
communication pursuant to procedures approved by the Administrative Agent pursuant to Section 10.01
hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made
available as set forth above) shall be deemed to have been delivered to the Administrative Agent on
the date on which the Borrower provides written notice to the Administrative Agent that such
information has been posted on the Borrower’s website on the
Internet at http://www.delta.com (to
the extent such information has been posted or is available as described in such notice).
Information required to be delivered pursuant to this Section 5.01 shall be in a format which is
suitable for transmission.




          Any notice or other communication delivered pursuant to this Section 5.01, or otherwise
pursuant to this Agreement, shall be deemed to contain material non-public information unless (i)
expressly marked by the Borrower as “PUBLIC” or (ii) such notice or communication consists of
copies of the Borrower’s public filings with the SEC.




          SECTION 5.02. Existence. Preserve and maintain in full force and effect all governmental
rights, privileges, qualifications, permits, licenses and franchises necessary in the normal
conduct of its business except (a)(i) if in the reasonable business judgment of the Borrower it is
no longer necessary for the Borrower and the Guarantors to preserve and maintain such rights,
privileges, qualifications, permits, licenses and franchises, and (ii) such failure to preserve the
same could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (b)
as otherwise permitted in connection with (i) sales of assets permitted by Section 6.10 or (ii)
mergers, liquidations and dissolutions permitted by Section 6.02.




          SECTION 5.03. Insurance.




          (a) In addition to the requirements of Section 5.03(b) or as set forth in each Real Property
Mortgage, (i) keep its properties (other than the Mortgaged Collateral, as to which only the
insurance provisions of the Second Lien Aircraft Mortgage shall be applicable) insured at all
times, against such risks, including fire and other risks insured against by extended coverage, and
on such term and conditions, as is prudent and customary with U.S. based




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companies of the same or similar size in the same or similar businesses; (ii) maintain in full
force and effect public liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties owned, occupied or
controlled by the Borrower or any Guarantor, as the case may be, in such amounts and with such
deductibles as are customary with companies of the same or similar size in the same or similar
businesses and in the same geographic area; and (iii) maintain such other insurance or self
insurance as may be required by law.




          (b) Maintain business interruption insurance in amounts that are reasonably satisfactory to
the Administrative Agent and as is customary in the United States domestic airline industry for
major United States air carriers having both substantial domestic and international operations.




          (c) All such insurance referred to in Section 5.03(a) with respect to the Collateral (other
than the Mortgaged Collateral as to which only the provisions of the Aircraft Mortgage shall be
applicable) shall (i) contain a Lender’s Loss Payable Endorsement in favor of the Collateral Agent,
on behalf of the Second Priority Secured Parties, in all loss or damage insurance policies, (ii)
provide that no cancellation thereof shall be effective until at least thirty (30) days after
written notice thereof to the Collateral Agent, on behalf of the Second Priority Secured Parties,
permitting the Collateral Agent to cure any default with respect to applicable outstanding
premiums, (iii) name the Collateral Agent, for the benefit of the Second Priority Secured Parties,
as loss payees for physical damage insurance with respect to property which constitutes Collateral
(other than the Mortgaged Collateral as to which only the provisions of the Aircraft Mortgage shall
be applicable) or a Real Property Asset as to which a Lien has been granted to the Collateral
Agent, and as additional insureds for liability insurance, (iv) provide that once the Collateral
Agent has given notice of the occurrence of an Event of Default, no loss in excess of $5,000,000
shall be adjusted or otherwise settled without the prior written consent of the Collateral Agent,
and (v) state that none of the Collateral Agent, any of the Lenders, nor any other Second Priority
Secured Party shall be responsible for premiums, commissions, club calls, assessments or advances.




          (d) Promptly deliver to the Collateral Agent copies of any notices received from its insurers
with respect to insurance programs required by the Terrorism Risk Insurance Act of 2002 (as
extended by the Terrorism Risk Insurance Extension Act of 2005) and, if so requested by the
Collateral Agent, procure and maintain in force the insurance that is offered in such programs to
the same extent maintained by companies of the same or similar size in the same or similar
businesses.




          (e) No less frequently than annually, but in any event prior to expiration of any insurance
policy maintained in connection herewith or in connection with any Collateral Document, furnish to
the Collateral Agent certificates of insurance with respect to insurance maintained by the Borrower
or any Guarantor, as the case may be, which certificates evidence compliance by the Borrower and
the Guarantors with the insurance requirements set forth herein and in any of the Collateral
Documents and contain signatures of duly authorized representatives of AON Risk Services or such
other insurance broker as may be reasonably acceptable to the Collateral Agent, at all times prior
to policy termination, cessation or cancellation.




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          (f) Make available at the Borrower’s headquarters, upon the reasonable request of the
Collateral Agent and upon reasonable prior notice, all insurance policies maintained by the
Borrower and the Guarantors for the review of the Collateral Agent and any agents or
representatives thereof.




          SECTION 5.04. Maintenance of Properties. Except to the extent otherwise permitted hereunder,
in its reasonable business judgment, keep and maintain, and cause each of its Subsidiaries to keep
and maintain, all property material to the conduct of its business in good working order and
condition (ordinary wear and tear and damage by casualty and condemnation excepted), except where
the failure to keep such property in good working order and condition would not have a Material
Adverse Effect.




          SECTION 5.05. Obligations and Taxes. Pay all its material obligations (other than any
obligations with respect to any Restructuring Aircraft, except obligations under any Post-Petition
Aircraft Agreement applicable to such Restructuring Aircraft) promptly and in accordance with their
terms and pay and discharge promptly all taxes, assessments and governmental charges, levies or
claims (other than such taxes, assessments and governmental charges, levies and claims to the
extent addressed in the Plan of Reorganization, which shall be paid in accordance with the Plan of
Reorganization) imposed upon it or upon its income or profits or in respect of its property, before
the same shall become more than ninety (90) days delinquent, except in each case where the failure
to do so would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; provided, however, that the Borrower and each Guarantor shall not
be required to pay and discharge or to cause to be paid and discharged any such obligation, tax,
assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested
in good faith by appropriate proceedings and (ii) the Borrower and the Guarantors shall have set
aside on their books adequate reserves therefor in accordance with GAAP.




          SECTION
5.06. Notice of Event of Default, etc. Promptly upon the Borrower’s knowledge thereof
give to the Administrative Agent notice in writing of any Event of Default or the occurrence of any
event or circumstance which with the passage of time or giving of notice or both would constitute
an Event of Default.




          SECTION 5.07. Access to Books and Records. (a) Maintain or cause to be maintained at all
times true and complete books and records in all material respects in a manner consistent with GAAP
in all material respects of the financial operations of the Borrower and the Guarantors and provide
the Administrative Agent, the Collateral Agent and their respective representatives and advisors
reasonable access to all such books and records (subject to requirements under any confidentiality
agreements, if applicable), as well as any appraisals of the Collateral, during regular business
hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior
notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred
and is continuing, no more than one time per year, examine and make abstracts from such books,
accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral
Agent and their respective representatives and advisors to confer with the officers of the Borrower
and the Guarantors and representatives (provided that the Borrower shall be given the right to
participate in such discussions with such representatives) of the Borrower and the Guarantors, all
for the purpose of




69









 







verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to
the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining
compliance with this Agreement; and at any reasonable time and from time to time during regular
business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the
Collateral Agent, and any agents or representatives (including, without limitation, appraisers)
thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of
and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the
Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one
such visit a year unless an Event of Default has occurred and is continuing).




          (b) Grant access to and the right to inspect all final reports, final audits (and draft
reports and audits where no final reports or audits are available) and other similar internal
information of the Borrower relating to the Real Property Assets with respect to environmental
matters upon reasonable notice, and obtain any third party verification of matters relating to the
Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with
Environmental Laws and requirements of Airport Authorities with respect to environmental matters
(for matters that would impact the value of the Real Property Assets) reasonably requested by the
Administrative Agent at any time and from time to time.




          SECTION 5.08. Compliance with Laws.




          (a) Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules,
regulations and orders of any Airport Authority (with respect to environmental matters) or
Governmental Authority applicable to it or its property (including Environmental Laws), except
where such noncompliance, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.




          (b) To the extent the following are required by Environmental Laws, any Governmental Authority
or any requirements of an Airport Authority relating to environmental matters, conduct, and cause
each of its Subsidiaries to conduct, any and all investigations, studies, sampling and testing and
take, and cause each of its Subsidiaries to take, any and all necessary remedial action in
connection with the presence, storage, use, disposal, transportation or Release of any Hazardous
Materials for which the Borrower or the Guarantors or their respective Subsidiaries is, or could
be, liable. The foregoing shall not apply if, and only to the extent that (i) the Borrower’s or
the Guarantors’ or their respective Subsidiaries’ liability for or any requirement of an Airport
Authority with respect to such presence, storage, use, disposal, transportation or Release of any
Hazardous Materials is being contested in good faith and by appropriate proceedings diligently
conducted by such Persons, (ii) such remedial action is taken by other Persons responsible for such
remedial action through an indemnification of the Borrower or the Guarantors or any Subsidiary
thereof or (iii) such non-compliance would not in any case or in the aggregate reasonably be
expected to have a Material Adverse Effect. In the event that the Borrower or the Guarantors or
any of their respective Subsidiaries undertakes any such investigation, study, sampling, testing or
remedial action with respect to any Hazardous Materials, the Borrower or such Guarantors will, and
will cause any such Subsidiary to, conduct and complete such action in compliance in all material
respects with all applicable Environmental Laws and all applicable requirements of Airport
Authorities relating to environmental matters.




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          (c) If an Event of Default has occurred and is continuing or upon a reasonable belief that the
Borrower has breached any representation, warranty or covenant hereunder with regard to
environmental matters, at the request of the Administrative Agent from time to time, the Borrower
will provide to the Administrative Agent within sixty (60) days after such request, or such longer
time period as is reasonably necessary to secure any required governmental or third party
authorizations for soil or groundwater investigations or other invasive samplings, at the expense
of the Borrower, an environmental site assessment report for any properties of the Borrower, the
Guarantors or any of their Subsidiaries described in such request, prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent, reasonable in scope based upon
the circumstances of the request, indicating, where relevant under the circumstances of the
request, the presence or absence of Hazardous Materials and the estimated cost of any compliance,
removal or remedial action in connection with any Hazardous Materials on such properties; without
limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any
time that a material risk exists that any such report will not be provided in the time referred to
above, the Administrative Agent reasonably may retain an environmental consulting firm to prepare
such report at the expense of the Borrower, and the Borrower and the Guarantors hereby grant, and
agree to cause any Subsidiary that owns property described in such a request to grant, at the time
of such request to the Administrative Agent, such firm and any agents or representatives thereof a
right, subject to the rights of tenants, to enter into their respective properties to undertake
such an assessment.




          SECTION 5.09. Appraisal Reports and Field Audits. Cooperate with the Appraiser, Real Estate
Appraiser or Field Auditor, as the case may be, such that the Administrative Agent shall receive
one or more Appraisal Reports or Field Audits, as the case may be, establishing the value of the
Appraised Collateral or Eligible Accounts Receivable, as the case may be, (a) in the case of
Appraisal Reports, by no later than thirty (30) days prior to each anniversary of the Closing Date,
(b) on the date upon which any additional property or assets that constitutes Appraised Collateral
(including, without limitation, applicable Cure Collateral) is pledged as Collateral to the
Collateral Agent to secure the Second Priority Obligations, but only with respect to such
additional Collateral, (c) promptly at the request of the Administrative Agent upon the occurrence
and during the continuation of an Event of Default, (d) in the case of Field Audits, promptly at
the request of the Administrative Agent (which are not contemplated to occur more than once per
year, but in any event, so long as no Event of Default has occurred and is continuing, no more than
once per year) and (e) upon a Change in Law with respect to any assets which constitute Collateral,
which change could reasonably be expected to result in the Borrower’s failure to maintain the
required coverage ratios pursuant to Section 6.06. In addition to the requirements set forth in
this Section 5.09, if at any time the Collateral Agent in its reasonable good faith business
judgment believes that a Collateral Event has occurred, it may request the delivery of an updated
Appraisal Report with respect to the affected Collateral, and the Borrower and the Guarantors shall
cooperate with the Appraiser to ensure that the Collateral Agent receives the same. The Borrower
may from time to time cause to be delivered subsequent Appraisal Reports if it believes that the
affected item of Collateral has a higher Appraised Value than that reflected in the most recent
Appraisal Report delivered.




          SECTION 5.10. FAA and DOT Matters; Citizenship. In the case of the Borrower and any
applicable Guarantor (a) maintain at all times its status as an “air carrier” within the meaning of
Section 40102(a)(2) of Title 49, and hold a certificate under Section




71









 







41102(a)(1) of Title 49; (b) at all times hereunder be a United States Citizen; (c) maintain
at all times its status at the FAA as an air carrier and hold an air carrier operating certificate
and other operating authorizations issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 as
currently in effect or as may be amended or recodified from time to time; and (d) except as
specifically permitted herein or in the Second Lien SGR Security Agreement, possess and maintain
all necessary certificates, exemptions, franchises, licenses, permits, designations, rights,
concessions, Gate Interests, authorizations, frequencies and consents which are material to the
operation of the FAA Slots, the Routes and Foreign Slots utilized by it and the conduct of its
business and operations as currently conducted except, in any case described in this clause (d),
where the failure to do so, either individually or in the aggregate, could not be reasonably likely
to have a Material Adverse Effect.




          SECTION 5.11. FAA Slot Utilization. (i) Subject to transfers, exchanges and other dispositions
permitted by this Agreement and the Second Lien SGR Security Agreement, utilize (or arrange for
utilization by exchanging FAA Slots with other air carriers) the FAA Slots (except FAA Slots which
are reasonably determined by the Appraisers to be of de minimis value) in a manner consistent in
all material respects with applicable regulations, rules, laws and contracts in order to preserve
its right to hold and operate the FAA Slots, taking into account any waivers or other relief
granted to the Borrower by the FAA, any other applicable Governmental Authority or any Airport
Authority.




          SECTION
5.12. Primary Foreign Slot Utilization. Subject to transfers, exchanges and other
dispositions permitted by this Agreement and the Second Lien SGR Security Agreement, utilize (or
arrange for utilization by exchanging Primary Foreign Slots with other air carriers) the Primary
Foreign Slots (except Primary Foreign Slots which are reasonably determined by the Appraisers to be
of de minimis value) in a manner consistent in all material respects with applicable regulations,
rules, foreign law and contracts in order to preserve its right to hold and operate the Primary
Foreign Slots, taking into account any waivers or other relief granted to the Borrower by any
applicable Foreign Aviation Authorities.




          SECTION 5.13. Primary Route Utilization. (a) Subject to transfers, exchanges and other
dispositions permitted by this Agreement and the Second Lien SGR Security Agreement, utilize the
Primary Routes (except Primary Routes which are reasonably determined by the Appraisers to be of de
minimis value) in a manner consistent in all material respects with applicable regulations, rules,
treaties, foreign law and contracts in order to preserve its right to hold and operate the Primary
Routes and maintain access to the Primary Supporting Route Facilities sufficient to ensure its
ability to retain its rights in and to the Primary Routes, taking into account any waivers or other
relief granted to the Borrower by the FAA, any other applicable Governmental Authority, any Airport
Authority or any applicable Foreign Aviation Authorities.




          SECTION 5.14. Additional Subsidiaries. If any additional Subsidiary of the Borrower is formed
or acquired after the Closing Date, the Borrower will promptly, and in any event within twenty (20)
Business Days after such Subsidiary is formed or acquired, (a) to the extent such Subsidiary is an
entity incorporated or organized in the United States and is not an Immaterial Subsidiary, an
Excluded Subsidiary or a Restricted Captive Insurance Company Subsidiary, cause such Subsidiary to
become a party to the Guarantee contained in Section 9




72









 







hereof, each applicable Collateral Document and all other agreements, instruments or documents
that create or purport to create and perfect a Lien in favor of the Collateral Agent for the
benefit of the Second Priority Secured Parties, by executing an Instrument of Assumption and
Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on
such Subsidiary’s assets and the terms thereof (to the extent the same are permitted under this
Agreement), promptly take such actions to create and perfect Liens on such Subsidiary’s assets to
secure the Second Priority Obligations to the extent required under the applicable Collateral
Documents and (c) cause any Equity Interests or promissory notes evidencing Indebtedness of such
Subsidiary that, in each case, are owned by or on behalf of the Borrower or any Guarantor to be
pledged to the extent required by the Collateral Documents, provided that, if such
Subsidiary is directly owned by the Borrower or any Guarantor and is organized under the laws of a
jurisdiction other than the United States of America or any state thereof or the District of
Columbia, Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the
outstanding voting Equity Interests of such Subsidiary.




          SECTION 5.15. [Reserved]




          SECTION 5.16. Additional Collateral; Additional Grantors.




          (a) If any aircraft, engines, spare parts or owned real property (including, in the case of
owned real property, only owned real property valued individually in excess of $5,000,000 or
$20,000,000 in the aggregate from the Closing Date, but excluding any leasehold interests) are
acquired by the Borrower or any Guarantor after the Closing Date (other than any spare parts that
become subject to a Lien pursuant to the Aircraft Mortgage upon acquisition thereof), the Borrower
will promptly notify the Administrative Agent thereof and at the Administrative Agent’s request
within forty-five (45) days of such notice, will cause such assets to be subjected to a Lien
securing the Second Priority Obligations to the extent not excluded from the definition of
“Collateral” under the Loan Documents, subject to preexisting Liens on such assets permitted
hereunder and any other Liens permitted hereunder, and will take, and cause the Guarantors to take,
such actions as shall be necessary to grant and perfect such Liens, including actions described in
this paragraph (a), all at the expense of the Borrower and Guarantors; provided,
however, that this clause (a) shall not apply (i) if and to the extent that, on the date of
and after giving effect to such acquisition, the Borrower shall be in compliance with Section
6.06(a) and shall have delivered to the Administrative Agent an Officer’s Certificate certifying to
such compliance or (ii) to any aircraft, engines, spare parts or owned real property to the extent
that the Administrative Agent has received, on or before the date of such acquisition, a copy of an
executed commitment letter, letter of intent, memorandum or understanding or other similar document
that evidences a commitment to consummate a financing of such aircraft, engines, spare parts or
owned real property within forty-five (45) days of the date of such acquisition and such financing
actually occurs within forty-five (45) days (it being understood that the Lenders hereby authorize
the Collateral Agent to withhold or delay such filing if the Collateral Agent shall be satisfied in
its sole discretion that the applicable financing shall be consummated within a reasonable
timeframe thereafter); provided further that the Administrative Agent shall not
require the execution or delivery of any Mortgage Supplement, or require the Borrower or any
Guarantor to take any actions with respect to the FAA, relating to any of the 737-800 aircraft to
be sold pursuant to agreements described on Schedule 5.17 hereof.




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          (b) Upon any Guarantor acquiring any right, title or interest in any FAA Slots, Foreign Slots,
Routes, Supporting Route Facilities or Gate Interests acquired in connection with a Permitted
Acquisition, such Guarantor will promptly, and in any event within twenty (20) Business Days of
such acquisition, become a party to the Second Lien SGR Security Agreement.




          SECTION
5.17. Pledged Spare Parts. Segregate all of its Pledged Spare Parts from any Spare
Parts which are subject to any consignment arrangement, and shall keep all Spare Parts not so
subject to a consignment arrangement in Spare Parts Locations, except to the extent permitted in
the Second Lien Aircraft Mortgage. The Pledged Spare Parts will be maintained by or on behalf of
the Borrower and Comair, as required by the Second Lien Aircraft Mortgage.




          SECTION
5.18. Further Assurances. Execute any and all further documents and instruments, and
take all further actions, that may be required or advisable under applicable law, the Cape Town
Convention or by the FAA, or that the Collateral Agent may reasonably request, in order to create,
grant, establish, preserve, protect and perfect the validity, perfection and priority of the Liens
and security interests created or intended to be created by the Collateral Documents, to the extent
required under this Agreement or the Collateral Documents, including, without limitation, amending,
amending and restating, supplementing, assigning or otherwise modifying, renewing or replacing the
Second Lien Aircraft Mortgage or other agreements, instruments or documents relating thereto, in
each case as may be reasonably requested by the Collateral Agent, in order to (i) create interests
(including, but not limited to, International Interests, Assignments, Prospective International
Interests, Prospective Assignments, Sales, Prospective Sales, Assignments of Associated Rights and
Subordinations) that may be registered and/or assigned under the Cape Town Convention, (ii) create,
grant, establish, preserve, protect and perfect the Liens in favor of the Collateral Agent for the
benefit of the Second Priority Secured Parties to the fullest extent possible under the Cape Town
Convention, including, where necessary, the subordination of other rights or interests and (iii)
realize the benefit of the remedial provisions that are contemplated by the Cape Town Convention,
subject to the provisions of Section 4.07 of the Second Lien Aircraft Mortgage.




          Without limiting the generality of the foregoing or any other provisions of the Loan
Documents, the Borrower hereby (a) agrees to exclude the application of Article XVI(1)(a) of the
Protocol and (b) consents, pursuant to Article XV of the Protocol, to any Assignment of Associated
Rights within the scope of Article 33(1) of the Cape Town Convention which is permitted or required
by the applicable Loan Documents and further agrees that the provisions of the preceding paragraph
shall apply, in particular, with respect to Articles 31(4) and 36(1) of the Cape Town Convention to
the extent applicable to any such Assignment of Associated Rights.




          SECTION 5.19. Post Closing Items.




          (a) Within thirty (30) days of the Closing Date, the Borrower and each applicable Guarantor
shall have duly executed and delivered to the Collateral Agent a Trademark Security Agreement in
substantially the form of Exhibit F-1 (the “Second Lien Trademark Security Agreement”),
together with all documents, certificates, forms and filing fees that the Collateral Agent may deem
reasonably necessary to perfect and protect the Liens and security
interests created in the identified intellectual property in the Second Lien Trademark
Security Agreement.





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          (b) Within thirty (30) days of the Closing Date (or such later date as the Administrative
Agent may, in its reasonable discretion, consent to in writing), the Borrower and each applicable
Guarantor shall have delivered to the Collateral Agent or First Lien Collateral Agent a Shifting
Control Agreement or any other Control Agreement, properly executed by the Borrower or any
Guarantor, as the case may be, and each bank or other financial institution (as may be specified by
the Borrower) at which the Borrower or any Guarantor, as the case may be, maintains a deposit
account or securities account (it being understood that no Control Agreement shall be required to
be delivered with respect to any Excluded Account).




          (c) Within thirty (30) days of the later of (i) the Closing Date and (ii) the date the
Collateral Agent becomes registered with the International Registry (or such later date as the
Administrative Agent may, in its reasonable discretion, consent to in writing), the Borrower and
each applicable Guarantor shall have delivered evidence of the registrations in the International
Registry of International Interests in the Airframes, Engines and Spare Engines constituted by the
Second Lien Aircraft Mortgage.




SECTION 6.




NEGATIVE COVENANTS




          From the date hereof and for so long as the Second Lien Term Loan Commitments remain in effect
or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder (other
than contingent indemnification obligations not due and payable), the Borrower and each of the
Guarantors will not:




          SECTION 6.01. Liens. Incur, create, assume or suffer to exist any Lien on any asset of the
Borrower or the Guarantors, now owned or hereafter acquired by the Borrower or any of such
Guarantors, other than:




          (a) Liens which were existing on the Closing Date as reflected on Schedule 3.07;




          (b) Permitted Liens;




          (c) Liens in favor of the Collateral Agent and the Lenders pursuant to the Loan Documents;




          (d) Liens securing Indebtedness or Capitalized Leases permitted by Section 6.03(l) or any
permitted refinancing thereof, provided that such Lien attach only to the assets of the
Borrower or Guarantor (including related leases thereof and, in the case of personal property,
other assets integral to the use thereof including security deposits from any sublessee
collaterally assigned for the benefit of lessors) subject to such acquisition or financing;




          (e) Liens on the Collateral that are pari passu with the Liens in favor of the First Lien
Collateral Agent securing the Designated Cash Management Obligations;




          (f) Liens on the Collateral that are pari passu with the Liens in favor of the First Lien
Collateral Agent securing Indebtedness permitted by Section 6.03(f) or (g) and relating to




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Designated Hedging Agreements; provided that the maximum amount of such Indebtedness that
constitutes First Priority Obligations shall not exceed $200,000,000 at any time;




          (g) licenses, leases and subleases of (A) Mortgaged Collateral and Collateral (as defined in
the Second Lien SGR Security Agreement) granted to others but only to the extent permitted by the
Second Lien Aircraft Mortgage with respect to Mortgaged Collateral and to the extent permitted by
the Second Lien SGR Security Agreement with respect to Collateral as defined therein and (B) all
other assets to the extent such license, sublicense, lease or sublease does not interfere in any
material respect with the business of the Borrower and the Guarantors, taken as a whole;




          (h) Liens arising from precautionary UCC financing statements regarding operating leases
permitted by this Agreement;




          (i) any interest or title of a licensor, sublicensor, lessor, sublessor or airport operator
under any lease, license or use agreement;




          (j) Liens on real and personal property acquired in connection with acquisitions permitted by
this Agreement to the extent such Liens exist on such acquired property at the time of acquisition
or Liens existing on any property or asset of any Person that becomes a Guarantor after the date
hereof prior to the time such Person becomes a Guarantor, provided, (1) such Liens are not
created in contemplation of or in connection with such acquisition or such Person becoming a
Guarantor, as the case may be, (2) such Liens shall not apply to any other property or assets of
the Borrower or any Guarantor and (3) such Liens shall secure only those obligations which it
secures on the date of such acquisition or the date such Person becomes a Guarantor, as the case
may be;




          (k) Liens in favor of credit card processors securing obligations in connection with credit
card processing services incurred in the ordinary course of business and consistent with past
practices;




          (l) Liens on (1) the Borrower’s right to receive a refund of unearned insurance premiums and
(2) insurance policies and the proceeds thereof, to secure the Borrower’s payment of such insurance
premiums financed by Indebtedness permitted pursuant to Section 6.03(e);




          (m) Liens on the Collateral in favor of the First Lien Collateral Agent securing the First
Priority Obligations;




          (n) junior Liens on the Collateral securing the Indebtedness permitted pursuant to Section
6.03(m), provided, that such Liens shall be subject in all respects to an intercreditor
agreement substantially in the form of the Intercreditor Agreement;




          (o) Liens consisting of setoff or netting rights in connection with Hedging Agreements;




          (p) Liens securing reimbursement obligations in respect of standby or documentary letters of
credit or bankers acceptances, provided that in the case of (1) documentary letters of
credit or bankers acceptances, such Liens attach only to the documents,




76









 




goods covered thereby and
proceeds thereof and (2) in the case of standby letters of credit, such Liens may only be on cash
in an amount not to exceed $172,500,000;




          (q) Liens on the underlying commodity trading accounts or other brokerage accounts incurred in
the ordinary course of business;




          (r) Liens which arise under Article 2 of the UCC;




          (s) replacement, extension and renewal of any Lien permitted hereby, provided that any
such replacement, extension, or renewal of any Lien shall not extend to any property or assets of
the Borrower or any Guarantor which was not subject to the Lien being replaced, extended or
renewed;




          (t) Liens in favor of any of the Borrower or a Guarantor that do not encumber any Collateral;




          (u) Liens arising by operation of law in connection with judgments, attachment or awards which
do not constitute an Event of Default hereunder;




          (v)  other Liens incurred by the Borrower and the Guarantors (except with respect to Real
Property Assets) so long as the Indebtedness and other obligations secured thereby does not exceed
Indebtedness permitted by Section 6.03(ee);




          (w) Liens on cash collateral and fuel inventory (and the proceeds thereof) or letters of
credit in each case securing Indebtedness permitted pursuant to Section 6.03(f), and Indebtedness
permitted by Section 6.03(g) in an aggregate amount at any one time for all such cash and letters
of credit in excess of the amount thereof that is secured as permitted by Section 6.01(f), not in
excess (other than with respect to Liens on fuel inventory and the proceeds thereof) of
$575,000,000;




          (x) Liens on Margin Stock, if and to the extent the value of all Margin Stock of the Borrower
and its Subsidiaries exceeds 25% of the total assets subject to this Section 6.01;




          (y) Liens on any Restructuring Aircraft created by or pursuant to any Post-Petition Aircraft
Agreement;




          (z) Liens on the Excluded Accounts and amounts on deposit therein in favor of the
beneficiaries of the amounts on deposit therein to the extent such Liens secure obligations owed to
such beneficiaries;




          (aa) the Lien of the Jet Fuel Counterparty on the Jet Fuel Assets, in the event that the
transactions underlying the Jet Fuel Inventory Supply Agreement are re-characterized as
Indebtedness owed by the Borrower;




          (bb) Liens attaching solely to cash earnest money deposits in connection with Investments
permitted pursuant to Section 6.09;





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          (cc) Liens securing Indebtedness permitted by (i) Section 6.03(h) and (ii) Section 6.03(y);




          (dd) Liens on cash collateral securing surety and appeal bonds in an aggregate amount for all
such cash collateral not exceeding $172,500,000; and




          (ee) other Liens so long as the obligations secured thereby do not exceed $28,750,000 at any
time.




          SECTION 6.02. Merger, etc. Merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of its assets, or all
or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except (a) that any Subsidiary (so long as such
Subsidiary is not the Borrower) may merge into the Borrower or any other Guarantor in a transaction
in which the Borrower or any Guarantor is the surviving corporation, provided that (i)
immediately after giving effect thereto no Event of Default or event with which upon notice or the
passage of time or both would constitute an Event of Default shall have occurred and be continuing
and (ii) any such merger involving a Person whose Equity Interests are not 100% owned by the
Borrower directly or indirectly immediately prior to such merger shall not be permitted unless also
permitted by Section 6.10; (b) that any Subsidiary (so long as such Subsidiary is not the Borrower)
may liquidate or dissolve if the Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not materially disadvantageous to the
Lenders, provided that an Event of Default does not result from such liquidation or
dissolution; (c) any Person (other than the Borrower) may merge into the Borrower or any Guarantor
pursuant to a Permitted Acquisition in which the Borrower or such Guarantor is the surviving
corporation; (d) asset sales permitted hereunder; and (e) any Permitted Change of Control
Transaction.




          SECTION 6.03. Indebtedness. Contract, create, incur, assume or suffer to exist any
Indebtedness, except for:




          (a) Indebtedness under the Loan Documents;




          (b) Indebtedness incurred pursuant to the First Lien Credit Agreement or any refinancing
thereof in accordance with the Intercreditor Agreement; provided that the principal amount
of Indebtedness incurred in connection with any such refinancing shall not exceed the amount
permitted by the Intercreditor Agreement;




          (c) Indebtedness incurred prior to the Closing Date or with respect to which an option exists
(including existing Capitalized Leases) as set forth on Schedule 6.03;




          (d) intercompany Indebtedness between the Borrower and the Guarantors, which Indebtedness
shall be pledged to the Collateral Agent pursuant to the Second Lien Pledge Agreement, to the
extent required pursuant to the terms thereof;




          (e) Indebtedness of the Borrower or any Guarantor owed to one or more Persons in connection
with the financing of certain insurance premiums;




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          (f) Indebtedness owed to any First Lien Lender (or any of its banking Affiliates) or any other
Person in respect of fuel hedges and other derivatives contracts, in each case to the extent that
such agreement or contract is entered into for bona fide hedging purposes and, in the case of such
other derivatives contracts, in the ordinary course of business;




          (g) Indebtedness owed to any First Lien Lender or any of its banking Affiliates or any other
Person in respect of (i) foreign exchange contracts, currency swap agreements, currency future or
option contracts and other similar agreements designed to hedge against fluctuations in foreign
exchange rates and currency values and (ii) interest rate swap, cap or collar agreements, interest
rate future or option contracts and other similar agreements designed to hedge against fluctuations
in interest rates, in each case to the extent that such agreement or contract is entered into in
the ordinary course of business for bona fide hedging purposes;




          (h) Indebtedness owed to any First Lien Lender or any of its banking Affiliates or any other
Person in respect of any overdrafts and related liabilities arising from treasury, depository and
cash management services or in connection with any automated clearing house transfers of funds;




          (i) Indebtedness of any of the Borrower and the Guarantors consisting of take-or-pay
obligations contained in supply agreements entered into in the ordinary course of business and
consistent with past practices of the Borrower and the Guarantors;




          (j) Indebtedness of any of the Borrower and the Guarantors arising in the ordinary course of
business of the relevant party and owing to Citibank, N.A., its banking Affiliates and other
financial institutions providing netting services permitted to be incurred and outstanding pursuant
to this Agreement so long as such Indebtedness does not remain outstanding for more than three (3)
Business Days from the date of its incurrence;




          (k) Indebtedness of any of the Borrower and the Guarantors to credit card processors in
connection with credit card processing services incurred in the ordinary course of business of the
Borrower and the Guarantors;




          (l) (i) Indebtedness incurred to finance the acquisition of aircraft, engines, spare parts or
other operating assets; provided that no such Indebtedness may be incurred more than twelve
(12) months after such acquisition if, after giving effect to such Indebtedness, an Event of
Default shall have occurred and be continuing under Section 6.06; and (ii) other Indebtedness
secured by aircraft, engines, spare parts or other operating assets that are not subject to Liens
described in Section 6.01(c) (including without limitation as a result of any release of such Liens
pursuant to Section 6.06(c));




          (m) Indebtedness of the Borrower and the Guarantor in an aggregate amount not to exceed
$1,150,000,000, provided that such Indebtedness shall have a final maturity six months
after the Maturity Date and shall be on terms reasonably satisfactory to the Administrative Agent;




          (n) Indebtedness consisting of promissory notes issued to current or former directors,
consultants, managers, officers and employees or their spouses or estates to purchase




79









 




or redeem
capital stock of the Borrower issued to such director, consultant, manager, officer or employee in
an aggregate amount not to exceed $1,150,000 annually;




          (o) Indebtedness to the extent permitted by an Investment permitted by Section 6.09(j);




          (p) Indebtedness of a person or acquired assets that is the subject of a Permitted Acquisition
which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in
contemplation thereof;




          (q) intercompany Indebtedness owed by the Borrower and any Guarantor to another Subsidiary,
which is not a Guarantor, in an amount not to exceed $57,500,000 in the aggregate at any one time
outstanding;




          (r) any Indebtedness extending, renewing, replacing or refinancing (collectively,
“Refinancing”) all or any portion of any Indebtedness permitted under paragraph (c), (l),
(m), (p), (x), (y) or (z), provided that (1) any such Refinancing of Indebtedness permitted
under clause (m) which is subordinated to the Obligations shall remain subordinated on
substantially the same basis, and (2) the weighted average life to maturity of such Indebtedness,
in the case of clause (m), shall not be shortened, provided further that any such
Refinancing of Indebtedness permitted under clause (c) or (l)(i) may exceed the amount being
Refinanced so long as the Lien securing such Refinancing does not extend to any property or asset
of the Borrower or any Guarantor which was not subject to the Lien securing the Indebtedness being
Refinanced;




          (s) other unsecured Indebtedness incurred subsequent to the Closing Date;




          (t) Indebtedness in respect of Redeemable Stock;




          (u) Indebtedness in respect of deferred rent;




          (v) Indebtedness in respect of deferred taxes;




          (w) Indebtedness permitted to be secured pursuant to Section 6.01(p);




          (x) Indebtedness under the ALPA Notes and the CVG Notes;




          (y) Indebtedness secured by purchase money security interests and Capitalized Leases
(including in the form of sale-leaseback, synthetic lease or similar transactions) to the extent
such Indebtedness was incurred in connection with ARB Indebtedness; provided, that the
amount of such Indebtedness does not exceed 100% of the purchase price or construction cost
(including any capitalized interest and issuance fees and expenses) of the subject asset;




          (z) Indebtedness relating to any Restructuring Aircraft created by or pursuant to any
Post-Petition Aircraft Agreement;




          (aa) Indebtedness consisting of indemnification obligations owed by Comair to Bombardier
Inc., a Canadian national corporation, relating to certain CRJ leases, in an amount not to exceed
$9,000,000 in the aggregate;





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          (bb) in the event that the transactions underlying the Jet Fuel Inventory Supply Agreement
are re-characterized as Indebtedness owed by the Borrower, such Indebtedness;




          (cc) reimbursement obligations in respect of standby or documentary letters of credit or
bankers acceptances that are secured by Liens permitted pursuant to Section 6.01(p);




          (dd) surety and appeal bonds secured by Liens permitted pursuant to Section 6.01(dd); and




          (ee) Indebtedness not to exceed $28,750,000 at any one time outstanding for Indebtedness of
the Borrower or any Guarantor incurred subsequent to the Closing Date that will be secured
Indebtedness.




          SECTION 6.04. Fixed Charge Coverage. Permit the Fixed Charge Coverage Ratio as of the last
day of each fiscal quarter ending in the months below to be less than the corresponding ratio
opposite such month:




	 	     	 
	Fiscal quarter ending 	 	Ratio
	June 2007

	 	0.85:1.00
	September 2007

	 	0.85:1.00
	December 2007

	 	0.85:1.00
	March 2008 and thereafter for each fiscal quarter ending
through the Maturity Date

	 	1.02:1.00






          SECTION 6.05. Unrestricted Cash Reserve. Permit the aggregate amount of Unrestricted Cash to
be less than $650,000,000 at any time after the 30th day following the Closing Date.




          SECTION 6.06. Coverage Ratio. (a) Permit at any time the ratio (the “Total Collateral
Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the sum of the
aggregate outstanding principal amount of the First Lien Obligations plus the outstanding
principal amount of the Second Lien Term Loans (such sum the “Total Obligations”) to be
less than 125%, provided, that if, (A) upon (i) delivery of an Appraisal Report or a Field
Audit (as applicable) pursuant to Section 5.09 hereof or (2) the establishment of reserves pursuant
to clause (B) of the definition of “Appraised Value” contained herein and (B) solely with respect
to determining compliance with this Section as a result thereof, it is determined that the Borrower
shall not be in compliance with this Section 6.06(a), the Borrower shall, within forty-five
(45) days of the date of such Appraisal Report, Field Audit or establishment of reserves (as
applicable), (I) designate Cure Collateral as additional Eligible Collateral in accordance with
clause (d) of the definition of Eligible Collateral in Section 1.01 or (II) prepay the Loans, in
each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a).




          (b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at
any time to be in compliance with Section 6.06(a) solely as a result of an Event of Loss (as
defined in the Second Lien Aircraft Mortgage) or other Recovery Event, in each case,




81









 




covered by
insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which
payments are to be delivered directly to the Collateral Agent or First Lien Collateral Agent) for
which the insurer thereof has been notified of the relevant claim and has not challenged such
coverage, any calculation made pursuant to Section 6.06(a) shall deem the Borrower to have received
Net Cash Proceeds (and to have taken all steps necessary to designate, and to have designated, such
Net Cash Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as
determined by the Borrower in good faith and updated from time to time to reflect any agreements
reached with the applicable insurer and net of any amounts required to be paid out of such proceeds
and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of (i) the date any
such Net Cash Proceeds are actually received by the Collateral Agent or First Lien Collateral
Agent, as applicable, (ii) the date that is 270 days after such Event of Loss or Recovery Event and
(iii) the date on which any such insurer denies such claim; provided that, prior to giving
effect to this clause (c), the Appraised Value of the Eligible Collateral shall be no less than
100% of the Total Obligations. It is understood and agreed that if the Collateral Agent should
receive any Net Cash Proceeds directly from the insurer in respect of an Event of Loss or a
Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be
continuing and the Borrower is in compliance with Section 6.06(a) (without giving effect to the
receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be
paid to the Borrower or the applicable Guarantor and (B) an Event of Default shall have occurred
and be continuing or the Borrower fails to be in compliance with Section 6.06(a) (without giving
effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such
proceeds to be deposited into the account of the Borrower or the applicable Guarantor maintained
for such purpose with the Administrative Agent that is subject to a Full Control Agreement and such
proceeds shall be applied or released from such account in accordance with Section 2.10(a).




          (c) At the Borrower’s request, (i) the Lien on an operating asset constituting Collateral in
connection with any financing permitted pursuant to (x) Section 6.03(l) secured by such operating
asset or (y) Section 6.03(y) or (ii) the Lien on an asset constituting Eligible Collateral will be
promptly released, provided, in each case, that the following conditions are satisfied or
waived: (A) no Event of Default or event which upon notice or lapse of time or both would
constitute an Event of Default shall have occurred and be continuing, (B) either (x) after giving
effect to such release, the remaining Eligible Collateral shall continue to satisfy this Section
6.06, (y) the Borrower shall prepay the Loans in an amount required to comply with this Section
6.06, or (z) the Borrower shall deliver to the Collateral Agent Cure Collateral in an amount
required to comply with this Section 6.06, and (C) the Borrower shall deliver an Officer’s
Certificate demonstrating compliance with this Section 6.06 following such release. In connection
herewith, the Collateral Agent agrees to promptly provide any documents or releases reasonably
requested by the Borrower to evidence such release.




          SECTION 6.07. Dividends; Capital Stock. Declare or pay, directly or indirectly, or otherwise
make any Restricted Payment or set apart any sum for the aforesaid purposes, except (a) dividends
or other distributions or transfers to the Borrower or another Guarantor; (b) dividends by any
Guarantor to any other holder of its equity on a pro rata basis;
(c) dividends in the form of capital stock or increases in the aggregate liquidation value of
any preferred stock; (d) repurchases of Equity Interests deemed to occur upon (i) the exercise of
stock options if the Equity Interests represent a portion of the exercise price thereof or (ii) the




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withholding of a portion of Equity Interests issued to (A) employees under the Plan of
Reorganization and (B) employees and other participants under an equity compensation program of the
Borrower or its Subsidiaries, in each case to cover withholding tax obligations of such persons in
respect of such issuance; (e) dividends or repurchases of Equity Interests with the proceeds from
the issuance of additional Equity Interests or subordinated Indebtedness permitted hereunder,
provided that no Event of Default shall have occurred and be continuing at the time of
payment of such dividend; (f) to the extent not otherwise permitted under clauses (c) or (e) of
this Section, dividends or other distributions or transfers pursuant to stock option plans, other
benefit plans or other arrangements for management or employees of the Borrower and its
Subsidiaries in a maximum aggregate amount not to exceed $2,300,000; and (g) other Restricted
Payments in an aggregate amount not to exceed $1,150,000 annually.




          SECTION 6.08. Transactions with Affiliates. Sell or transfer any property or assets to, or
otherwise engage in any other material transactions with, any of its Affiliates (other than the
Borrower and its Subsidiaries), other than (a) on overall terms and conditions not less favorable
to the Borrower or such Guarantor than could be obtained on an arm’s-length basis from unrelated
third parties; (b) transactions contemplated by the Plan of Reorganization; (c) fees and
compensation paid to, and indemnities provided on behalf of, officers, directors or employees of
the Borrower or any Guarantor as reasonably determined by the board of directors or senior
management, as the case may be, of the Borrower or any Guarantor; (d) any dividends, other
distributions or payments permitted by Section 6.07; (e) the existence of, and the performance by a
Guarantor or the Borrower of its obligations under the terms of, any limited liability company,
limited partnership or other organization document or securityholders agreement (including any
registration rights agreement or purchase agreement related thereto) to which it is a party on the
Closing Date and set forth on Schedule 6.08, and similar agreements that it may enter into
thereafter; (f) the provision of any legal, accounting or administrative services to the Borrower
or any of its Subsidiaries in the ordinary course of business in accordance with past practices;
and (g) transactions with Affiliates set forth on Schedule 6.08.




          SECTION 6.09. Investments, Loans and Advances. Purchase, hold or acquire any Investments,
except for:




          (a) ownership by the Borrower and the Guarantors of the capital stock of each of the
Subsidiaries subject in each case to Section 6.02;




          (b) Permitted Investments;




          (c) advances and loans among the Borrower and the Guarantors;




          (d) Investments in the Escrow Accounts and other trust accounts;




          (e) Investments existing on the date hereof and described on Schedule 6.09 hereto;




          (f) Investments in connection with (i) foreign exchange contracts, currency swap agreements,
currency future or option contracts and other similar agreements designed to hedge against
fluctuations in foreign interest rates and currency values, (ii) interest rate swap, cap or collar
agreements and interest rate future or option contracts and other similar agreements




83









 




designed to
hedge against fluctuations in interest rates, and (iii) fuel hedges and other derivatives
contracts, in each case to the extent that such agreement or contract is entered into for bona fide
hedging purposes and (other than in the case of fuel hedges) in the ordinary course of business;




          (g) Investments received (x) in settlement of amounts due to any of the Borrower and the
Guarantors effected in the ordinary course of business (including as a result of dispositions
permitted by this Agreement) or (y) in connection with the bankruptcy or the reorganization of any
customers or suppliers;




          (h) Investments in an amount not to exceed $172,500,000 in the aggregate at any one time
outstanding in connection with (1) Investments in travel or airline related businesses made in
connection with marketing and promotion agreements, alliance agreements, distribution agreements,
agreements with respect to fuel consortiums, agreements relating to flight training, agreements
relating to insurance arrangements, agreements relating to parts management systems and other
similar agreements, (2) additional Investments in joint ventures listed on Schedule 6.09 or
Investments in new joint ventures made after the Closing Date, and (3) Investments by the Borrower
and the Guarantors not otherwise permitted under this Agreement;




          (i) advances to officers, directors and employees of the Borrower and the Guarantors in an
aggregate not to exceed (i) $287,500 at any time outstanding to any individual officer, director or
employee or (ii) $5,750,000 in the aggregate at any time outstanding for all such advances;




          (j) Investments held or invested in by any of the Borrower and the Guarantors in the form of
foreign cash equivalents in the ordinary course of business;




          (k) advances to officers, directors and employees of the Borrower and the Guarantors in
connection with relocation expenses or signing bonuses for newly hired officers, directors or
employees of the Borrower and the Guarantors;




          (l) Investments in the form of lease, utility and other similar deposits or any other deposits
permitted hereunder in the ordinary course of business;




          (m) pledges and deposits by the Borrower and the Guarantors permitted under Sections 6.01 or
6.03;




          (n) (i) Investments and guarantees by the Borrower and the Guarantors permitted under Sections
6.01 or 6.03, (ii) Guarantees in the ordinary course of business of obligations that do not
constitute Indebtedness of (A) the Borrower or any of its Subsidiaries or (B) any regional air
carrier that is a member of the Delta Connection program owed to airport operators in connection
with its activities under the Delta Connection program and (iii) advances to airport operators of
landing fees and other customary airport charges on behalf of carriers for which the Borrower or
any of its Subsidiaries provides ground handling services;




          (o) loans or Investments by the Borrower or any Guarantor that could otherwise be made as a
distribution permitted under Section 6.07; provided that for purposes of Section 6.07 such
loan or Investment shall be treated as a distribution thereunder;




84









 








          (p) Investments held by the Borrower or any Guarantor to the extent such Investments reflect
an increase in the value of Investments;




          (q) Investments by the Borrower and the Guarantors creating new Subsidiaries so long as they
comply with Section 5.14 hereof;




          (r) Investments in Subsidiaries which are not Guarantors in an aggregate amount not to exceed
$28,750,000 in the aggregate at any one time outstanding;




          (s) Investments in Aero Assurance, Ltd. or New Sky, Ltd., to the extent reasonably necessary
to support the working capital insurance obligations of the Borrower and the Guarantors;




          (t) any Permitted Acquisition by the Borrower or any Guarantor so long as (1) on a pro forma
basis after giving effect to such Permitted Acquisition, the Borrower and the Guarantors shall be
in compliance with Sections 6.04, 6.05 and 6.06 and (2) in the event the purchase price for such
Permitted Acquisition exceeds $750,000,000, the sum of (A) the unrestricted cash of the Borrower
and its Subsidiaries and (B) the Unused Total Revolving Commitment, in each case, as determined
immediately prior to such acquisition, shall be no less than $1,500,000,000;




          (u) any Investments acquired in connection with Permitted Acquisitions;




          (v) capitalization or forgiveness of any Indebtedness owed to the Borrower by any Guarantor or
owed to any Guarantor by the Borrower or any other Guarantor;




          (w) cancellation, forgiveness, set-off, or acceptance of prepayments by the Borrower or any
Guarantor with respect to debt, other obligations and/or equity securities in the ordinary course
of business and to the extent not otherwise prohibited by the terms of this Agreement;




          (x) Investments consisting of the acquisition of equity interests pursuant to Sections 6.07(d)
and 6.07(e);




          (y) the Borrower and the Guarantors may hold Investments comprised of notes payable, or stock
or other securities issued by Account Debtors to the Borrower or such Guarantor, as the case may
be, pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts
in the ordinary course of business, consistent with past practices;




          (z) the Borrower and the Guarantors may make Investments with the funds held in the Excluded
Accounts;




          (aa) the Borrower may make any Investment in any Guarantor, any Guarantor may make any
Investment in the Borrower and any Guarantor may make any Investment in any other Guarantor;





85









 








          (bb) the Borrower may make Investments in the form of advances under a revolving loan facility
in an aggregate principal amount not to exceed $28,750,000 outstanding at any time, to the
Borrower’s Plans or any similar benefit plans of the Borrower (together, the “Benefits
Plans”) for the payment of ordinary operating expenses of the Benefits Plans (including the
payment of benefits in accordance with the terms of the Benefits Plans and periodic premiums under
insurance or annuity contracts) or for the purposes incidental to the ordinary operation of the
Benefits Plans;




          (cc) Investments resulting from any sale or other Disposition of assets otherwise permitted by
Section 6.10; and




          (dd) the Borrower and the Guarantors may make other Investments in an aggregate amount
outstanding at any one time not to exceed $28,750,000 for all Investments made pursuant to this
clause (dd).



The amount of any investment or loan shall be the initial amount of such investment less all
returns of principal, capital, dividends and other cash returns thereof and less all liabilities
expressly assumed by another person in connection with the sale of such investment.




          SECTION 6.10. Disposition of Assets. Sell or otherwise Dispose of any Collateral (including,
without limitation, the capital stock of any Subsidiary, but excluding any Permitted Disposition),
except that such sale or other Disposition of Collateral shall be permitted provided that upon
consummation of any such sale or other Disposition (i) no Event of Default shall have occurred and
be continuing and (ii) the Borrower is in compliance, after giving effect to the grace periods
referred to in Section 6.06 and after giving effect to such sale or other Disposition (including
any deposit of any Net Cash Proceeds received upon consummation thereof in an account subject to a
Full Control Agreement), with Section 6.06 hereof; provided that nothing contained in this
Section 6.10 is intended to excuse performance by the Borrower or any Guarantor of any requirement
of any Collateral Document that would be applicable to a Disposition permitted hereunder.




          SECTION 6.11. Nature of Business. Enter into any business that is materially different from
those conducted by the Borrower and the Guarantors on the Closing Date, except for any business
ancillary to the businesses conducted by the Borrower and the Guarantors on the Closing Date.




          SECTION 6.12. Fiscal Year. Change the last day of its fiscal year from December 31.




SECTION 7.




EVENTS OF DEFAULT




          SECTION 7.01. Events of Default. In the case of the happening of any of the following events
and the continuance thereof beyond the applicable grace period if any (each, an “Event of
Default”):




86









 








          (a) any representation or warranty made by the Borrower or any Guarantor in this Agreement, in
any other Loan Document or in any written document required to be delivered in connection herewith
or therewith, shall prove to have been false or materially misleading when made or delivered; or




          (b) default shall be made in the payment of any (i) Fees or interest on the Loans and such
default shall continue unremedied for more than five (5) Business Days, (ii) other amounts payable
hereunder when due (other than amounts set forth in clauses (i) and (iii) hereof), and such default
shall continue unremedied for more than ten (10) Business Days, or (iii) principal of the Loans,
when and as the same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or by acceleration thereof or otherwise; or




          (c) default shall be made by the Borrower or any Guarantor in the due observance or
performance of any covenant, condition or agreement contained in Section 6 hereof (subject to the
Borrower’s right to cure non-compliance with the covenants contained in Section 6.06(a) as
described therein); or




          (d) default shall be made by the Borrower or any Guarantor in the due observance or
performance of any other covenant, condition or agreement to be observed or performed pursuant to
the terms of this Agreement or any of the other Loan Documents and such default shall continue
unremedied for more than thirty (30) days from the earlier of (i) a Responsible Officer having
knowledge of such default and (ii) written notice by the Administrative Agent of such default; or




          (e) other than with respect to (x) any Qualified Restructuring Indebtedness and (y) any
Specified Jet Fuel Action, the Borrower or any Guarantor or any of their respective Subsidiaries
shall fail to make any payment of principal, interest or premium in respect of any Material
Indebtedness, when and as the same shall become due and payable (after giving effect to any
applicable grace periods or waivers or amendments); or




          (f) other than with respect to (x) any Qualified Restructuring Indebtedness, (y) any Specified
Jet Fuel Action and (z) the Regional Airports Improvement Corporation Facilities Sublease Refunding
Revenue Bonds, Issue of 1996, Delta Air Lines, Inc. (Los Angeles International Airport), any event
or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled
maturity or (in the case of any Material Indebtedness other than Indebtedness under the First Lien
Credit Agreement) that enables or permits (after giving effect to any grace periods) the holder or
holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity,
provided that the foregoing shall not apply to Indebtedness that becomes due as a result of
(i) the sale, transfer or other disposition (including as a result of a casualty or condemnation
event) of any property or assets pursuant to the terms of such Indebtedness to the extent that (A)
such sale, transfer or other disposition does not give rise to a default thereunder and (B) the
payment of such Indebtedness is made in accordance with the terms of such Indebtedness with the
proceeds of such sale, transfer or other disposition or (ii) in the case of any ARB Indebtedness, a
change in law causing a determination of taxability-related call in respect of such ARB
Indebtedness; or




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          (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Guarantor
or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Guarantor for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for sixty (60) days or an order or decree
approving or ordering any of the foregoing shall be entered; or




          (h) the Borrower or any Guarantor shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Guarantor or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the
foregoing; or




          (i) the Borrower or any Guarantor admits in writing its inability to pay its debts; or




          (j) a Change of Control shall occur; or




          (k) any material provision of any Loan Document shall, for any reason, cease to be valid and
binding on the Borrower or any of the Guarantors, or the Borrower or any of the Guarantors shall so
assert in any pleading filed in any court or any material portion of any Lien on the Collateral (as
reasonably determined by the Administrative Agent, the Collateral Agent and the Borrower) intended
to be created by the Loan Documents shall cease to be or shall not be a valid and perfected Lien
having the priorities contemplated hereby or thereby; or




          (l) any final judgment in excess of $57,500,000 (exclusive of any Qualified Judgment, any
Specified Jet Fuel Action and any judgment or order the amounts of which are fully covered by
insurance less any applicable deductible and as to which the insurer has been notified of such
judgment and has not denied coverage) shall be rendered against the Borrower or any of the
Guarantors and the enforcement thereof shall not have been stayed, vacated, satisfied, discharged
or bonded pending appeal within sixty (60) consecutive days; or




          (m) any Termination Event that could reasonably be expected to result in a Material Adverse
Effect shall have occurred; or




          (n) (i) the Borrower or any ERISA Affiliate thereof shall have been notified by the sponsor or
trustee of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer
Plan, (ii) the Borrower or such ERISA Affiliate does not have reasonable grounds, in the opinion of
the Administrative Agent, to contest such Withdrawal Liability and is not in fact contesting such
Withdrawal Liability in a timely and appropriate manner, and (iii) the




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amount of such Withdrawal
Liability specified in such notice, when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such
notification), exceeds an amount that could reasonably be expected to result in a Material Adverse
Effect; or




          (o) the Borrower or any ERISA Affiliate thereof shall have been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within
the meaning of Title IV of ERISA, if as a result of such reorganization or termination the
aggregate annual contributions of the Borrower and its ERISA Affiliates to all Multiemployer Plans
that are then in reorganization or being terminated have been or will be increased over the amounts
contributed to such Multiemployer Plans for the plan years that include the date hereof by an
amount that could reasonably be expected to result in a Material Adverse Effect; or




          (p) it shall be determined that the Borrower or any Guarantor is liable for the payment of
claims arising out of any failure to comply (or to have complied) with applicable Environmental
Laws or regulations or requirements of Airport Authorities (with respect to environmental matters)
the payment of which will have a Material Adverse Effect, and the enforcement thereof shall not
have been stayed, vacated or discharged within 30 days; or




          (q) all or substantially all of the Borrower’s flights and operations are suspended for more
than two (2) consecutive days (other than as a result of an FAA suspension due to force majeure or
any other extraordinary event similarly affecting major United States air carriers having both
substantial domestic and international operations);



then, and in every such event and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders, the Administrative Agent
shall, by written notice to the Borrower, take one or more of the following actions, at the same or
different times: (i) declare the Loans or any portion thereof then outstanding to be forthwith due
and payable, whereupon the principal of the Loans together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other
Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the Borrower and the
Guarantors, anything contained herein or in any other Loan Document to the contrary
notwithstanding; (ii) set-off amounts in any accounts (other than Escrow Accounts, Payroll Accounts
or other accounts held in trust for an identified beneficiary) maintained with the Administrative
Agent or the Collateral Agent (or any of their respective affiliates) and apply such amounts to the
obligations of the Borrower and the Guarantors hereunder and in the other Loan Documents; and (iii)
exercise any and all remedies under the Loan Documents and under
applicable law available to the Administrative Agent, the Collateral Agent and the Lenders. In
case of any event with respect to the Borrower described in clause (g) or (h) of this Section, the
principal of the Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower. Any payment received as a result of the exercise of remedies hereunder shall be
applied in accordance with Section 2.15(b).




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SECTION 8.




THE AGENTS




          SECTION 8.01. Administration by Agents. (a) Each of the Lenders hereby irrevocably appoints
the Administrative Agent and the Collateral Agent as its agents and authorizes the Administrative
Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent and the Collateral Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.




          (b) Each of the Lenders hereby authorizes the Administrative Agent and the Collateral Agent,
as applicable, and in their sole discretion:





          (i) in connection with the sale or other disposition of any asset that is part of the
Collateral of the Borrower or any Guarantor, as the case may be, to the extent permitted by
the terms of this Agreement, to release a Lien granted to the Collateral Agent, for the
benefit of the Second Priority Secured Parties, on such asset;




          (ii) to determine that the cost to the Borrower or any Guarantor, as the case may be,
is disproportionate to the benefit to be realized by the Second Priority Secured Parties by
perfecting a Lien in a given asset or group of assets included in the Collateral and that
the Borrower or such Guarantor, as the case may be, should not be required to perfect such
Lien in favor of the Collateral Agent, for the benefit of the Second Priority Secured
Parties;




          (iii) to enter into and perform its obligations under the other Loan Documents; and




          (iv) to enter into intercreditor and/or subordination agreements in accordance with
Section 6.01(n) on terms acceptable to the Administrative Agent.



          SECTION 8.02. Rights of Administrative Agent and Collateral Agent. Any institution serving as
the Administrative Agent and the Collateral Agent hereunder shall have the same rights and powers
in their respective capacities as Lenders as any other Lender and may exercise the same as though
it were not an Administrative Agent or Collateral Agent, and such bank and its respective
Affiliates may accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Administrative
Agent or Collateral Agent hereunder.




          SECTION 8.03. Liability of Agents. 




          (a) The Administrative Agent and the Collateral Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the foregoing, (i) the
Administrative Agent and the Collateral Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the
Administrative Agent and the Collateral Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and




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powers expressly contemplated hereby that each such agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.08), and (iii) except as expressly set forth herein, the
Administrative Agent and the Collateral Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the institution serving as an Administrative
Agent or Collateral Agent or any of its Affiliates in any capacity. Neither the Administrative
Agent nor the Collateral Agent shall be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the
absence of its own gross negligence, bad faith or willful misconduct. The Administrative Agent and
the Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until
written notice thereof is given to the Administrative Agent and the Collateral Agent by the
Borrower or a Lender, and the Administrative Agent and the Collateral Agent shall not be
responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or
representation made in or in connection with this Agreement, (B) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (C) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein,
(D) the validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent and the Collateral Agent.




          (b) The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been
signed or sent by the proper Person. The Administrative Agent and the Collateral Agent also may
rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent and
the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.




          (c) Each of the Administrative Agent and the Collateral Agent may perform any and all of its
respective duties and exercise its respective rights and powers by or through any one or more
sub-agents appointed by such agent. The Administrative Agent and the Collateral Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers through its
Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and the Collateral Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well
as activities as Administrative Agent and Collateral Agent.




          SECTION 8.04. Reimbursement and Indemnification. Each Lender agrees (a) to reimburse on
demand the Administrative Agent (and the Collateral Agent) for such Lender’s Aggregate Exposure
Percentage of any expenses and fees incurred for the benefit of the Lenders




91









 




under this Agreement
and any of the Loan Documents, including, without limitation, counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders, and any other expense
incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower
or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and the
Collateral Agent and any of their Related Parties, on demand, in the amount equal to such Lender’s
Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in
any way relating to or arising out of this Agreement or any of the Loan Documents or any action
taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the
extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their
respective gross negligence or willful misconduct).




          SECTION 8.05. Successor Agents. Subject to the appointment and acceptance of a successor
agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying
the Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required
Lenders shall have the right, with the consent (provided no Event of Default or event which upon
notice or lapse of time or both would constitute an Event of Default has occurred or is continuing)
of the Borrower, to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may,
in consultation with the Borrower, on behalf of the Lenders, appoint a successor Administrative
Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to
a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was
acting as an Administrative Agent.




          SECTION 8.06. Independent Lenders. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or the Collateral Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any related agreement or any document furnished hereunder or thereunder.




          SECTION 8.07. Advances and Payments.




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          (a) On the date of each Loan, the Administrative Agent shall be authorized (but not obligated)
to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in
accordance with its Second Lien Term Loan Commitment hereunder. Should the Administrative Agent do
so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately
available funds for the amount so advanced on its behalf by the Administrative Agent, together with
interest at the Federal Funds Effective Rate if not so reimbursed on the date due from and
including such date but not including the date of reimbursement.




          (b) Any amounts received by the Administrative Agent in connection with this Agreement (other
than amounts to which the Administrative Agent is entitled pursuant to Sections 2.16, 8.04 and
10.04), the application of which is not otherwise provided for in this Agreement, shall be applied
in accordance with Section 2.15(b). All amounts to be paid to a Lender by the Administrative Agent
shall be credited to that Lender, after collection by the Administrative Agent, in immediately
available funds either by wire transfer or deposit in that Lender’s correspondent account with the
Administrative Agent, as such Lender and the Administrative Agent shall from time to time agree.




          SECTION
8.08. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise
either by it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim
against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section
506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured
claim and received by such Lender (or any of its banking Affiliates) under any applicable
bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans
as a result of which the unpaid portion of its Loans is proportionately less than the unpaid
portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed
to have thereupon purchased) from such other Lender a participation in the Loans of such other
Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and its participation
in Loans of the other Lenders shall be in the same proportion to the aggregate unpaid principal
amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of
such payment was to the principal amount of all Loans outstanding prior to the obtaining of such
payment and (b) such other adjustments shall be made from time to time as shall be equitable to
ensure that the Lenders share such payment pro-rata, provided, that if any such
non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of
participations shall be rescinded (without interest). The Borrower expressly consents to the
foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation
in a Loan acquired pursuant to this Section or any of its banking Affiliates may exercise any and
all rights of banker’s lien, setoff or counterclaim with respect to
any and all moneys owing by the Borrower to such Lender as fully as if such Lender was the
original obligee thereon, in the amount of such participation.




          SECTION
8.09. Other Agents. No Agent (other than the Administrative Agent and the Collateral
Agent) shall have any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, no
such Agent shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any such Agent in deciding to enter into
this Agreement or in taking or not taking action hereunder. Each such




93









 




Agent shall be entitled to
the benefit of the exculpation and indemnification provided in this Section 8 to the same extent as
the Administrative Agent and the Collateral Agent.




SECTION 9.




GUARANTY




          SECTION 9.01. Guaranty.




          (a) Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual
payment by the Borrower of the Second Priority Obligations (including interest accruing on and
after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not
post filing interest is allowed in such proceeding). Each of the Guarantors further agrees that,
to the extent permitted by applicable law, the Second Priority Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and it will remain bound
upon this guaranty notwithstanding any extension or renewal of any of the Second Priority
Obligations. The Second Priority Obligations of the Guarantors shall be joint and several.




          (b) To the extent permitted by applicable law, each of the Guarantors waives presentation to,
demand for payment from and protest to the Borrower or any other Guarantor, and also waives notice
of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the extent
permitted by applicable law, be affected by (i) the failure of the Administrative Agent or a Lender
to assert any claim or demand or to enforce any right or remedy against the Borrower or any other
Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any
extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise,
acceleration, amendment or modification of any of the terms or provisions of any of the Loan
Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Collateral
Agent for the Second Priority Obligations or any of them; (v) the failure of the Collateral Agent
or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or
substitution of any Collateral or any other Guarantor.




          (c) To the extent permitted by applicable law, each of the Guarantors further agrees that this
guaranty constitutes a guaranty of payment when due and not just of collection, and waives any
right to require that any resort be had by the Administrative Agent, the Collateral Agent or a
Lender to any security held for payment of the Second Priority Obligations or to any
balance of any deposit, account or credit on the books of the Administrative Agent, the
Collateral Agent or a Lender in favor of the Borrower or any other Guarantor, or to any other
Person.




          (d) To the extent permitted by applicable law, each of the Guarantors hereby waives any
defense that it might have based on a failure to remain informed of the financial condition of the
Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to
perform under this Agreement.




          (e) To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected
by the genuineness, validity, regularity or enforceability of the Second Priority




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Obligations or
any other instrument evidencing any Second Priority Obligations, or by the existence, validity,
enforceability, perfection, or extent of any collateral therefor or by any other circumstance
relating to the Second Priority Obligations which might otherwise constitute a defense to this
guaranty (other than the occurrence of the Second Priority Obligations Payment Date). None of the
Administrative Agent, the Collateral Agent, nor any of the Lenders makes any representation or
warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever
to any Guarantor in respect of the management and maintenance of the Second Priority Obligations.




          (f) Upon the occurrence of the Obligations becoming due and payable (by acceleration or
otherwise), the Lenders shall be entitled to immediate payment of such Obligations by the
Guarantors upon written demand by the Administrative Agent.




          SECTION 9.02. No Impairment of Guaranty. To the extent permitted by applicable law, the
obligations of the Guarantors hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including, without limitation, any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any defense (other than
the occurrence of the Second Priority Obligations Payment Date) or set-off, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of
the Second Priority Obligations. To the extent permitted by applicable law, without limiting the
generality of the foregoing, the obligations of the Guarantors hereunder shall not be discharged or
impaired or otherwise affected by the failure of the Administrative Agent, the Collateral Agent or
a Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other
agreement, by any waiver or modification of any provision hereof or thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Second Priority Obligations, or
by any other act or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a
discharge (other than the occurrence of the Second Priority Obligations Payment Date) of the
Guarantors as a matter of law, until the Second Priority Obligations Payment Date shall have
occurred.




          SECTION 9.03. Continuation and Reinstatement, etc. Each Guarantor further agrees that its
guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Second Priority Obligation is rescinded or must otherwise
be restored by the Administrative Agent, any Lender or any other Second Priority Secured Party upon
the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.




          SECTION 9.04. Subrogation. Upon payment by any Guarantor of any sums to the Administrative
Agent, the Collateral Agent or a Lender hereunder, all rights of such Guarantor against the
Borrower arising as a result thereof by way of right of subrogation or otherwise, shall in all
respects be subordinate and junior in right of payment to the prior payment in full of all the
Second Priority Obligations (including interest accruing on and after the filing of any petition in
bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in
such proceeding). If any amount shall be paid to such Guarantor for the account of the Borrower
relating to the Second Priority Obligations, such amount shall be held in trust for the benefit of
the Administrative Agent and the Lenders and shall forthwith be paid to the




95









 




Administrative Agent
and the Lenders to be credited and applied to the Second Priority Obligations, whether matured or
unmatured.




SECTION 10.




MISCELLANEOUS




          SECTION 10.01. Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein or under any other Loan Document shall be in writing (including
by facsimile or electronic mail (other than to the Borrower, unless agreed) pursuant to procedures
approved by the Administrative Agent), and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:





          (i) if to the Borrower or any Guarantor, to it at Delta Air Lines, Inc., 1030 Delta
Boulevard, Atlanta, GA 30354, Attention of: (x) Treasurer, Dept. 856, Telecopier No.:
(404) 715-4862, Telephone No.: (404) 714-1724 and (y) General Counsel, Dept. 971,
Telecopier No.: (404) 715-2233, Telephone No.: (404) 715-2611;




          (ii) if to GSCP as Administrative Agent, to it at c/o Goldman, Sachs & Co., 30 Hudson
Street, 17th Floor, Jersey City, NJ 07302, Attention: SBD Operations, Attention: Pedro
Ramirez (Telecopier:  (212) 357-4597, email and for delivery of final financial statements
for posting: gsd.link@gs.com), with a copy to Goldman Sachs Credit Partners L.P., 1 New York
Plaza, New York, New York  10004, Attention: Rob Schatzman (Telecopier:  (212) 902-3000);
and




          (iii) if to any other Lender, to it at its address (or telecopy number) set forth in
Annex A hereto or, if subsequently delivered, an administrative questionnaire in a form as
the Administrative Agent may require.



          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided, that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrower may, in its reasonable discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures
approved by it; provided, that approval of such procedures may be limited to
particular notices or communications.




          (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.




          SECTION
10.02. Successors and Assigns. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors




96









 




and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of their
rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants (to the extent provided in paragraph (d) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:





(A) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment of all or any
portion of a Second Lien Term Loan to an assignee that is (I) immediately
prior to giving effect to such assignment a Lender, (II) an Affiliate of a
Lender, or (III) an Approved Fund;




(B) the Borrower; provided that no consent of the Borrower shall be
required for an assignment (I) if an Event of Default has occurred and is
continuing or (II) if the assignee is a Lender, an Affiliate of a Lender or
an Approved Fund.




(ii) Assignments shall be subject to the following additional conditions:




(A) any assignment of any portion of the Loans shall be made to an Eligible
Assignee;




(B) except in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Loans, the amount of such Loans of the assigning
Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000,
and after giving effect to such assignment, the portion of the Loan held by
the assigning Lender shall not be less than $1,000,000, in each case unless
the Borrower and the Administrative Agent otherwise consent, provided that
no such consent of the Borrower shall be required if an Event of Default has
occurred and is continuing;



97









 






(C) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;




(D) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 for the account of the
Administrative Agent; and




(E) the assignee, if it was not a Lender immediately prior to such
assignment, shall deliver to the Administrative Agent an administrative
questionnaire in a form as the Administrative Agent may require.



          For the purposes of this Section 10.02(b), the term “Approved Fund” means any Person
(other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.




          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.12, 2.14 and 10.04). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 10.02 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with
paragraph (d) of this Section.




          (iv) The Administrative Agent shall maintain at its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Second Lien Term Loan Commitments of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Borrower, the
Guarantors, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.




          (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed administrative




98









 




questionnaire in a form as the
Administrative Agent may require (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and any written consent
to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept
such Assignment and Acceptance and record the information contained therein in the Register;
provided, that if either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.03(b) or 10.04(c), the
Administrative Agent shall have no obligation to accept such Assignment and Acceptance and record
the information therein in the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this paragraph.




          (d) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Second Lien Term Loan Commitment and the Loans owing to it); provided, that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided, that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, modification or waiver described in the first proviso to Section 10.08(a) that
affects such Participant. Subject to paragraph (d)(ii) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.12 and 2.14 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to the
requirements of Section 8.08 as though it were a Lender.





          (ii) A Participant shall not be entitled to receive any greater payment under Section
2.14 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be
a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section
2.14(e) as though it were a Lender.



          (e) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.02
shall not apply to any such pledge or assignment of a security interest; provided, that no
such pledge or assignment of a security interest shall release a Lender from any




99









 




of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          (f) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 10.02, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the Borrower or any of the Guarantors
furnished to such Lender by or on behalf of the Borrower or any of the Guarantors;
provided, that prior to any such disclosure, each such assignee or participant or proposed
assignee or participant are advised of and agree to be bound by either the provisions of Section
10.03 or other provisions at least as restrictive as Section 10.03.




          SECTION 10.03. Confidentiality. Each Lender agrees to keep any information delivered or made
available by the Borrower or any of the Guarantors to it confidential from anyone other than
persons employed or retained by such Lender who are or are expected to become engaged in
evaluating, approving, structuring or administering the Loans, and who are advised by such Lender
of the confidential nature of such information; provided, that nothing herein shall prevent
any Lender from disclosing such information (a) to any of its Affiliates (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential) or to any other Lender, (b) upon
the order of any court or administrative agency, (c) upon the request or demand of any regulatory
agency or authority, (d) which has been publicly disclosed other than as a result of a disclosure
by the Administrative Agent or any Lender which is not permitted by this Agreement, (e) in
connection with any litigation to which the Administrative Agent, any Lender, or their respective
Affiliates may be a party to the extent reasonably required, (f) to the extent reasonably required
in connection with the exercise of any remedy hereunder, (g) to such Lender’s legal counsel and
independent auditors, and (h) to any actual or proposed participant or assignee of all or part of
its rights hereunder or to any direct or indirect contractual counterparty (or the professional
advisors thereto) to any swap or derivative transaction relating to the Borrower and its
obligations, in each case, subject to the proviso in Section 10.02(f). If any Lender is in any
manner requested or required to disclose any of the information delivered or made available to it
by the Borrower or any of the Guarantors under clauses (b) or (e) of this Section, such Lender
will, to the extent permitted by law, provide the Borrower with prompt notice, to the extent
reasonable, so that the Borrower may seek, at its sole expense, a protective order or other
appropriate remedy or may waive compliance with this Section.




          SECTION 10.04. Expenses; Indemnity; Damage Waiver. (a) (i) The Borrower shall pay or
reimburse: (A) all reasonable fees and reasonable out-of-pocket expenses of the Administrative
Agent (including the reasonable fees, disbursements and other charges of
Simpson Thacher & Bartlett LLP (“Simpson Thacher”), special counsel to the
Administrative Agent, and any other regulatory or local counsel retained by Simpson Thacher or the
Administrative Agent) associated with the syndication of the credit facilities provided for herein,
and the preparation, execution, delivery and administration of the Loan Documents and any
amendments, modifications or waivers of the provisions hereof (whether or not the transactions
contemplated hereby or thereby shall be consummated); and (B) all fees and out-of-pocket expenses
of the Administrative Agent (including the reasonable fees, disbursements and other charges of
Simpson Thacher, special counsel to the Administrative Agent, and any other counsel




100









 




retained by
Simpson Thacher or the Administrative Agent) and the Lenders in connection with the enforcement of
the Loan Documents.





          (ii) The Borrower shall pay or reimburse all reasonable fees and reasonable expenses of
the Administrative Agent and its internal and third-party auditors, the Appraisers, the Real
Estate Appraiser and consultants incurred in connection with the Administrative Agent’s (a)
periodic field examinations and appraisals and (b) other monitoring of assets as allowed
hereunder.




          (iii) All payments or reimbursements pursuant to the foregoing clauses (a)(i) and (ii)
shall be paid within thirty (30) days of written demand together with back-up documentation
supporting such reimbursement request.



          (b) The Borrower shall indemnify each Agent and each Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or
as a result of (i) the execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release
of Hazardous Materials on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way or asserted against the Borrower or
any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct
of such Indemnitee.




          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to
pay to the Administrative Agent such portion of the unpaid amount equal to such Lender’s Aggregate
Exposure Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought); provided, that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent in its capacity as such.




          (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions or any Loan or the use of the proceeds thereof.




101









 








          SECTION 10.05. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.




          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.




          (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.




          SECTION
10.06. No Waiver. No failure on the part of the Administrative Agent or the
Collateral Agent or any of the Lenders to exercise, and no delay in exercising, any right, power or
remedy hereunder or any of the other Loan Documents shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law.




          SECTION
10.07. Extension of Maturity. Should any payment of principal of or interest or any
other amount due hereunder become due and payable on a day other than a Business Day, the maturity
thereof shall be extended to the next succeeding Business Day and, in the case of principal,
interest shall be payable thereon at the rate herein specified during such extension.




          SECTION 10.08. Amendments, etc.




          (a) No modification, amendment or waiver of any provision of this Agreement or any Collateral
Document (other than any Control Agreement), and no consent to any departure by the Borrower or any
Guarantor therefrom, shall in any event be effective unless




102









 




the same shall be in writing and signed
by the Required Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given; provided, however, that no such
modification or amendment shall without the written consent of (i) each Lender directly affected
thereby (A) increase the Second Lien Term Loan Commitment of any Lender or extend the expiry of the
Second Lien Term Loan Commitment of any Lender (it being understood that a waiver of an Event of
Default shall not constitute an increase in or extension of the expiry of the Second Lien Term Loan
Commitment of a Lender), (B) reduce the principal amount of any Loan or the rate of interest
payable thereon (provided that only the consent of the Required Lenders shall be necessary for a
waiver of default interest referred to in Section 2.07), extend the scheduled date or reduce the
amount of any required amortization payment of the Second Lien Term Loan pursuant to Section 2.09,
or extend any date for the payment of interest hereunder or extend the final maturity of the
Borrower’s obligations hereunder or (C) amend, modify or waive any provision of Section 2.15(b) or
(ii) all of the Lenders (A) amend or modify any provision of this Agreement which provides for the
unanimous consent or approval of the Lenders, (B) amend this Section 10.08 or modify the percentage
of the Lenders required in the definition of Required Lenders or (C) release all or substantially
all of the Liens granted to the Administrative Agent or the Collateral Agent hereunder or under any
other Loan Document, or release all or substantially all of the Guarantors. No such amendment or
modification shall adversely affect the rights and obligations of the Administrative Agent or the
Collateral Agent hereunder without its prior written consent. No notice to or demand on the
Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other or further
notice or demand in the same, similar or other circumstances. Each assignee under Section 10.02(b)
shall be bound by any amendment, modification, waiver, or consent authorized as provided herein,
and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Loans
held by such Lender. No amendment to this Agreement shall be effective against the Borrower or any
Guarantor unless signed by the Borrower or such Guarantor, as the case may be.




          (b) Notwithstanding anything to the contrary contained in Section 10.08(a), (i) in the event
that the Borrower requests that this Agreement be modified or amended in a manner which would
require the unanimous consent of all of the Lenders and such modification or amendment is agreed to
by the Required Lenders, then the Borrower may replace any such non-consenting Lender in accordance
with Section 10.02; provided that such amendment or modification can be effected as a
result of the assignment contemplated by such Section (together with all other such assignments
required by the Borrower to be made pursuant to this clause (i)); (ii) no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Second Lien Term Loan Commitment of such Lender may not be increased or extended without the
consent of such Lender (it being understood that any Loans held or deemed held by any Defaulting
Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders)
and (iii) if the Administrative Agent and the Borrower shall have jointly identified an obvious
error or any error or omission of a technical or immaterial nature in any provision of the Loan
Documents, then the
Administrative Agent and the Borrower shall be permitted to amend such provision and such
amendment shall become effective without any further action or consent of any other party to any
Loan Document if the same is not objected to in writing by the Required Lenders within five (5)
Business Days notice thereof.




103









 








          SECTION
10.09. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.




          SECTION 10.10. Headings. Section headings used herein are for convenience only and are not to
affect the construction of or be taken into consideration in interpreting this Agreement.




          SECTION 10.11. Survival. All covenants, agreements, representations and warranties made by
the Borrower herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of any Event of
Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so
long as the Second Lien Term Loan Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.13, 2.14 and 10.04 and Section 8 shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans,
the expiration or termination of the Second Lien Term Loan Commitments or the termination of this
Agreement or any provision hereof.




          SECTION 10.12. Execution in Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement constitutes the entire contract among the parties relating to the subject
matter hereof and supersedes any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or electronic .pdf copy
shall be effective as delivery of a manually executed counterpart of this Agreement.




          SECTION 10.13. USA Patriot Act. Each Lender that is subject to the requirements of the
Patriot Act hereby notifies the Borrower and each Guarantor that pursuant to the requirements of
the Act, it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower and each
Guarantor and other information that will allow such Lender to identify the Borrower and each
Guarantor in accordance with the Patriot Act.




104









 








          SECTION 10.14. Registrations with International Registry. Each of the parties hereto consents to
the registrations with the International Registry of the International Interest constituted by the
Second Lien Aircraft Mortgage, and each party hereto covenants and agrees that it will take all
such action reasonably requested by Borrower or Collateral Agent in order to make any registrations
with the International Registry, including becoming a registry user entity with the International
Registry and providing consents to any registration as may be contemplated by the Loan Documents.




          SECTION 10.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.




          SECTION 10.16. Intercreditor Arrangements. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Collateral Agent pursuant to this Agreement or any
other Loan Document and the exercise of any right or remedy by the Administrative Agent or the
Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement
shall govern and control with respect to any right or remedy. Without limiting the generality of
the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the
Administrative Agent or the Collateral Agent (and the Lenders) shall be subject to the terms of the
Intercreditor Agreement, and until the First Priority Obligations Payment Date (as defined in the
Intercreditor Agreement), any obligation of the Borrower and any Guarantor hereunder or under any
other Loan Document with respect to the delivery or control of any Collateral, the novation of any
lien on any certificate of title, bill of lading or other document, the giving of any notice to any
bailee or other Person, the provision of voting rights or the obtaining of any consent of any
Person shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies
with the requirements of the similar provision of the applicable First Lien Loan Document. Until
the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement), the
delivery of any Collateral to the First Lien Collateral Agent pursuant to the First Lien Loan
Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.




105









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and the year first written.




	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	/s/ Paul A. Jacobson
 	 
	 	 	Name:  	Paul A. Jacobson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	ASA HOLDINGS, INC.

 	 
	 	By:  	/s/ Paul A. Jacobson
 	 
	 	 	Name:  	Paul A. Jacobson 	 
	 	 	Title:  	President 	 
	 
	 	COMAIR HOLDINGS, LLC

 	 
	 	By:  	/s/ Dan Dixon
 	 
	 	 	Name:  	Dan Dixon 	 
	 	 	Title:  	Vice President, Chief Financial Officer and Treasurer 	 
	 
	 	COMAIR, INC.

 	 
	 	By:  	/s/ Dan Dixon
 	 
	 	 	Name:  	Dan Dixon 	 
	 	 	Title:  	Vice President and CFO 	 
	 
	 	COMAIR SERVICES, INC.

 	 
	 	By:  	/s/ Dan Dixon
 	 
	 	 	Name:  	Dan Dixon 	 
	 	 	Title:  	Vice President 	 
	 
	 	CROWN ROOMS, INC.

 	 
	 	By:  	/s/ Mona Warwar
 	 
	 	 	Name:  	Mona Warwar 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	DAL GLOBAL SERVICES, LLC

 	 
	 	By:  	/s/ Mona Warwar
 	 
	 	 	Name:  	Mona Warwar 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	DAL MOSCOW, INC.

 	 
	 	By:  	/s/ Mona Warwar
 	 
	 	 	Name:  	Mona Warwar 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELTA AIRELITE BUSINESS JETS, INC.

 	 
	 	By:  	/s/ Michael B. Green
 	 
	 	 	Name:  	Michael B. Green 	 
	 	 	Title:  	President 	 
	 
	 	DELTA BENEFITS MANAGEMENT, INC.

 	 
	 	By:  	/s/ Michael O. Randolfi
 	 
	 	 	Name:  	Michael O. Randolfi 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELTA CONNECTION ACADEMY, INC.

 	 
	 	By:  	/s/ Jason Dauderman
 	 
	 	 	Name:  	Jason Dauderman 	 
	 	 	Title:  	VP of Finance and CFO 	 
	 
	 	DELTA LOYALTY MANAGEMENT SERVICES, LLC

 	 
	 	By:  	/s/ Michael O. Randolfi
 	 
	 	 	Name:  	Michael O. Randolfi 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELTA TECHNOLOGY, LLC

 	 
	 	By:  	/s/ E. Alan Arnold
 	 
	 	 	Name:  	E. Alan Arnold 	 
	 	 	Title:  	Secretary 	 
	 
	 	EPSILON TRADING, LLC

 	 
	 	By:  	/s/ Edward M. Smith
 	 
	 	 	Name:  	Edward M. Smith 	 
	 	 	Title:  	Treasurer and Comptroller 	 
	 




 









 





	 	 	 	 	 
	 	KAPPA CAPITAL MANAGEMENT, INC.

 	 
	 	By:  	/s/ Michael O. Randolfi
 	 
	 	 	Name:  	Michael O. Randolfi 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	BARCLAYS CAPITAL, as Syndication Agent 

and Joint Bookrunner

 	 
	 	By:  	/s/ Diane F. Rolfe
 	 
	 	 	Name:  	Diane F. Rolfe 	 
	 	 	Title:  	Director 	 
	 
	 	C.I.T. LEASING CORPORATION, as 
Co-
Documentation Agent

 	 
	 	By:  	/s/ Nicholas Pastushan
 	 
	 	 	Name:  	Nicholas Pastushan 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	CREDIT SUISSE SECURITIES (USA) LLC, as 

Co-Documentation Agent

 	 
	 	By:  	/s/ Chris Cunningham
 	 
	 	 	Name:  	Chris Cunningham 	 
	 	 	Title:  	Managing Director 	 
	 
	 	GOLDMAN SACHS CREDIT PARTNERS, 

L.P., as Administrative Agent, Collateral Agent,

Co-Lead Arranger, Joint Bookrunner and Lender

 	 
	 	By:  	/s/ Bruce H. Mendelsohn
 	 
	 	 	Name:  	Bruce H. Mendelsohn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MERRILL LYNCH COMMERCIAL 

FINANCE CORP., as Co-Lead Arranger and 

Joint Bookrunner

 	 
	 	By:  	/s/ Joshua A. Green
 	 
	 	 	Name:  	Joshua A. Green 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





ANNEX A

to Second Lien Credit Agreement




LENDERS AND COMMITMENTS




	 	 	 	 	 
	Lender	 	Second Lien Term Loan Commitment
	Goldman Sachs Credit Partners L.P.

	 	$	900,000,000	 







 












 





EXHIBIT A




[ABOVE SPACE FOR RECORDING OFFICE USE ONLY]




After recording, please return to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Christopher Garcia




STATE OF GEORGIA




COUNTY OF FULTON




SECOND LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS

AND SECURITY AGREEMENT




FROM




DELTA AIR LINES, INC.,

Grantor,




TO




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent,

Grantee,




DATED: As of April 30, 2007



NOTE TO TAX COMMISSIONER: THIS INSTRUMENT IS EXEMPT FROM GEORGIA INTANGIBLE RECORDING TAX PURSUANT
TO 11 U.S.C. §1146(a).











 








Table of Contents




	 	 	 	 	 
	 	 	Page
	1. Definitions
	 	 	4	 
	2. Payment of the Second Priority Obligations
	 	 	4	 
	3. Representations and Warranties
	 	 	5	 
	4. Further Assurances; Payments
	 	 	5	 
	5. Insurance
	 	 	5	 
	6. Compliance
	 	 	5	 
	7. Actions by Grantee to Protect the Collateral; Etc
	 	 	6	 
	8. Remedies; Etc
	 	 	6	 
	9. Expenses
	 	 	8	 
	10. Right of Possession
	 	 	8	 
	11. Application of Proceeds
	 	 	9	 
	12. Withdrawal or Discontinuance of Proceedings
	 	 	9	 
	13. Waiver of Statutory Rights
	 	 	9	 
	14. Effect of Judgment
	 	 	10	 
	15. Remedies Cumulative
	 	 	10	 
	16. Notices
	 	 	10	 
	17. Time of Essence
	 	 	10	 
	18. Deed in Trust
	 	 	10	 
	19. Amendments; Etc
	 	 	10	 
	20. Successors and Assigns
	 	 	10	 
	21. Severability
	 	 	11	 
	22. Merger
	 	 	11	 
	23. Future Advances
	 	 	11	 
	24. Conflict
	 	 	11	 
	25. Last Dollar
	 	 	11	 
	26. Release
	 	 	11	 
	27. Security Agreement under Uniform Commercial Code
	 	 	12	 
	28. Grantee’s Fees and Expenses; Indemnification.
	 	 	12	 
	29. Additional Provisions
	 	 	13	 
	30. Compliance with Applicable Law
	 	 	14	 
	31. Intercreditor Agreement
	 	 	15	 
	32. Subordination
	 	 	15	 





i









 








          THIS SECOND LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT is
subject to the terms and provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as
such agreement may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as
collateral agent for the First Priority Secured Parties (as defined in the Intercreditor
Agreement), Goldman Sachs Credit Partners L.P., as collateral agent for the Second Priority Secured
Parties (as defined in the Intercreditor Agreement), Delta Air Lines, Inc. and the Guarantors (as
defined below).




SECOND LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS

AND SECURITY AGREEMENT




          THIS SECOND LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(this “Deed”), dated as of April 30, 2007, by DELTA AIR LINES, INC., a Delaware
corporation, having an address at 1030 Delta Boulevard, Atlanta, Georgia 30354 (the
“Grantor”) to GOLDMAN SACHS CREDIT PARTNERS L.P., a national banking association, having an
address at c/o Goldman, Sachs & Co., 30 Hudson Street, 17th Floor, Jersey City, New Jersey 07302,
as Collateral Agent (together with its successors and assigns, in such capacity, the
“Grantee”) for the financial institutions party to the Second Lien Credit Agreement (as
hereinafter defined) from time to time (collectively, the “Lenders”, and individually a
“Lender”) and the other secured parties referred to herein.




W I T N E S S E T H :




          WHEREAS, Grantor, the direct and indirect domestic subsidiaries of Grantor (other than
Excluded Subsidiaries and, at the option of Grantor, Immaterial Subsidiaries) (the
“Guarantors”), each of the Lenders from time to time party to the Second Lien Credit
Agreement, Grantee, as the Administrative Agent and as the Collateral Agent for the Lenders,
Goldman Sachs Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as Co-Lead Arrangers
and Joint Bookrunners, Barclays Capital, the investment banking division of Barclays Bank PLC, as
Syndication Agent and as Joint Bookrunner, and Credit Suisse Securities (USA) LLC and C.I.T.
Leasing Corporation, as Co-Documentation Agents, have entered into a certain Second Lien Term Loan
and Guaranty Agreement, dated as of even date herewith (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Second Lien
Credit Agreement”), pursuant to which the Lenders have agreed to make certain loans and other
extensions of credit to Grantor; and




          WHEREAS, pursuant to the guaranty set forth in Section 9 of the Second Lien Credit Agreement,
the Guarantors have agreed to guarantee the performance and payment in full of the Second Priority
Obligations (as defined in the Intercreditor Agreement); and




          WHEREAS, pursuant to the Second Lien Security Agreement, dated as of even date herewith (as
the same may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Second Lien Security Agreement”) by and among Grantor, the Guarantors
party thereto and Grantee, Grantor has granted a security interest to Grantee for the ratable
benefit of the Second Priority Secured Parties in the Collateral (as defined in the Second Lien
Security Agreement); and










 



2


          WHEREAS, it is a condition to the making of the Loans (as defined in the Second Lien Credit
Agreement) that Grantor shall have granted a security interest in, pledge of and lien on, the
Collateral (as defined hereinafter) as security for the Second Priority Obligations; and




          WHEREAS, Grantor is executing this Deed on the real property assets of Grantor, in favor of
Grantee for the benefit of the Second Priority Secured Parties as security for the Second Priority
Obligations; and




          WHEREAS, the maximum principal amount of the Second Priority Obligations, created pursuant to
the Second Lien Credit Agreement, and which may be evidenced from time to time by one or more
promissory notes, and that is secured hereby is $900,000,000 with a scheduled maturity date of
April 30, 2014 for the obligations latest to mature.




          NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the
receipt whereof is hereby acknowledged, and in order to secure the Second Priority Obligations,
GRANTOR HEREBY IRREVOCABLY GRANTS, BARGAINS, SELLS, CONVEYS, TRANSFERS, PLEDGES, SETS OVER AND
ASSIGNS, AND GRANTS A SECURITY TITLE AND A SECURITY INTEREST, TO AND IN FAVOR OF GRANTEE, ITS
SUCCESSORS AND ASSIGNS, with power of sale (for the benefit of Second Priority Secured Parties), in
all of Grantor’s right, title, interest and security interest in, to and under any and all of the
following described property (collectively, the “Collateral”):





     (a) The lands and premises described in Schedule A hereto, together with all
and singular the tenements, hereditaments, easements, rights of way and appurtenances now or
hereafter thereunto belonging or now or hereafter in anywise appertaining and also all
estate, right, title and interest of Grantor in and to the same and in and to the streets,
ways, sidewalks, alleys and areas now or hereafter adjacent thereto or now or hereafter used
in connection therewith (collectively, the “Land”);




     (b) All structures, buildings, facilities and other improvements now or hereafter
erected on the Land (collectively, the “Improvements”);




     (c) All estate, right, title and interest now owned or hereafter acquired by Grantor in
and to all fixtures, fittings, building or construction materials, appliances, apparatus,
equipment, goods, machinery, furnishings, furniture and other tangible personal property and
any and all replacements thereof and additions thereto, now or hereafter affixed or attached
to the Land and/or the Improvements and constituting fixtures under Article 9 of the Uniform
Commercial Code as adopted by the State of Georgia, as amended and/or supplemented from time
to time; provided, however, that fixtures shall not include (or shall have excluded
therefrom), any and all trade fixtures of Grantor, including computer hardware, mainframes,
software, servers, telecommunications or network facilities (collectively, the “Personal
Property”);




     (d) Any and all reversions and remainders of the Land and/or the Improvements and all
estate, right, title and interest now owned or hereafter acquired by Grantor both at law and
in equity in and to any and all present and future leases (under which Grantor is landlord),
subleases (under which Grantor is sublandlord), occupancy









 



3



agreements and similar arrangements as same may be amended, modified, extended or
renewed in connection with the Land, the Improvements and/or the Personal Property and all
rents, revenues, issues, income, deposits of cash, securities and profits payable thereunder
and claims against guarantors under any thereof or otherwise in connection with the Land,
the Improvements and/or the Personal Property (collectively, the “Space Leases”);




     (e) All estate, light, title and interest now owned or hereafter acquired by Grantor in
and to all proceeds of the insurance required to be maintained under Section 5 herein and
all awards heretofore or hereafter made with respect to the Land, the Improvements and/or
the Personal Property as the result of the exercise of the power of eminent domain,
including, without limitation, any awards for changes of the grades of streets and/or as the
result of any other damage to the Land, the Improvements and/or the Personal Property for
which compensation shall be given by any governmental authority (a “Taking”), all of
which are hereby assigned to Grantee who is hereby authorized to collect and receive the
proceeds thereof and to give proper receipts and acquittances therefor, and to apply the
same in accordance with the Loan Documents (as defined in the Second Lien Credit Agreement);




     (f) Any and all now owned or hereafter acquired air rights, development rights, zoning
rights and other similar rights or interests which benefit or are appurtenant to the Land
and/or the Improvements and any and all proceeds arising therefrom;




     (g) Any and all now owned or hereafter acquired water, mineral, gas, oil, timber and
other similar right, or interests which relate to the Land and/or the Improvements and any
and all proceeds arising therefrom; and




     (h) Any and all proceeds of any of the foregoing.



          EXCLUDING, HOWEVER, from the grant of the lien, security title and security interest as
provided herein, all property, equipment, goods, interests, accounts or assets of Grantor described
in Section 2.03 of the Second Lien Security Agreement, including without limitation, Excluded
Equipment (as defined in the Second Lien Security Agreement).




          TO HAVE AND TO HOLD the Collateral unto Grantee forever, subject only to the Permitted Liens
(as defined in the Second Lien Credit Agreement), the Liens set forth as exceptions in Schedule B
to the mortgagee’s insurance policy delivered to Grantee contemporaneously herewith by Lawyers
Title Insurance Corporation (collectively, the “Permitted Title Exceptions”) and to
satisfaction and release as provided in Section 26 herein.




          If and when the Second Priority Obligations Payment Date shall have occurred, then this Deed
and the estate, right and interest of Grantee in and to the Collateral shall be cancelled and
reconveyed to Grantor pursuant to the terms of Section 26 herein, and shall thereafter be of no
further force and effect.




          This conveyance is intended to and shall constitute and be construed as a deed passing the
title to the Collateral to Grantee and is made under those provisions of the existing










 



4

laws of the State of Georgia relating to conveyances and deeds to secure debt, and not as a
mortgage pursuant to O.C.G.A. § 44-14-60 et seq. and establishes a perpetual security interest in
the Collateral and is given to secure the Second Priority Obligations. This Deed shall also
constitute a security agreement under the Code (as defined herein) as to all that part of the
Collateral that constitutes personal property.




          AND Grantor hereby covenants with Grantee as follows:




          1. Definitions. In this Deed, all words and terms not defined herein shall have the
respective meanings and be construed herein as provided in the Second Lien Credit Agreement. Any
reference to a provision of the Second Lien Credit Agreement shall be deemed to incorporate that
provision as a part hereof in the same manner and with the same effect as if the same were fully
set forth herein unless otherwise expressly stated. References to this “Deed” shall mean this
instrument and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument. The term
“Default Rate” shall mean the rate of interest applicable in the event of Grantor’s default
in the payment of the principal of or interest on any Loan or in the payment of any other amount
becoming due under the Second Lien Credit Agreement, in accordance with Section 2.07 of the Second
Lien Credit Agreement. The term “Second Priority Obligations” (as defined in the Second
Lien Credit Agreement) shall also include, without limitation, any judgment(s) or final decree(s)
rendered to collect any money obligations of Grantor to Grantee and/or the Second Priority Secured
Parties and/or to enforce the performance or collection of all rights, remedies, obligations,
covenants, agreements, conditions, indemnities, representations, warranties, and other liabilities
of Grantor under this Deed or any or all of the other Loan Documents. Subject to the compliance
with O.C.G.A. Section 44-14-161, the obtaining of any judgment by Grantee and/or the Lenders (other
than a judgment foreclosing this Deed) and any levy of any execution under any such judgment upon
the Collateral shall not affect in any manner or to any extent the lien, security title and
security interest of this Deed upon the Collateral or any part thereof, or any liens, powers,
rights and remedies of Grantee and/or the Lenders hereunder, but such title, interests, liens,
powers, rights and remedies shall continue unimpaired as before until the judgment or levy is
satisfied. Furthermore, Grantor acknowledges and agrees that the Second Priority Obligations are
secured by the Collateral and various other collateral at the time of execution of this Deed.
Grantor specifically acknowledges and agrees that the Collateral, in and of itself, if foreclosed
or realized upon, would not be sufficient to satisfy the outstanding amount of the Second Priority
Obligations. Accordingly, Grantor acknowledges that it is in Grantor’s contemplation that the
other collateral pledged to secure the Second Priority Obligations may be pursued by Grantee in
separate proceedings, to the fullest extent permitted by applicable law, in the various states and
counties where such collateral may be located and additionally that Grantor will remain liable for
any deficiency judgment for any portion of the aggregate principal amount of the Second Priority
Obligations remaining unpaid. Specifically, and without limitation of the foregoing, it is agreed
that it is the intent of the parties hereto that in the event of a foreclosure of this Deed, that,
to the fullest extent permitted by applicable law, the Second Priority Obligations shall not be
deemed merged into any foreclosure or exercise of the power of sale, but shall rather remain
outstanding to the fullest extent permitted by applicable law.




          2. Payment of the Second Priority Obligations. Grantor shall abide by and comply with each
and every covenant and agreement set forth in the Loan Documents.










 



5




          3. Representations and Warranties. Grantor hereby represents and warrants that Grantor is
lawfully seized and possessed of a good and marketable fee simple estate in and to the Land and the
Improvements, subject to no Liens, except for Permitted Liens, including, without limitation, the
Permitted Title Exceptions. Grantor shall forever warrant and defend the title to the Collateral
against the claims and demands of all Persons whomsoever except those having rights under the
Permitted Liens, including, without limitation, the Permitted Title Exceptions.




          4. Further Assurances; Payments. (a) Grantor shall execute, acknowledge and deliver, from
time to time within 10 days of demand therefor, such further instruments as Grantee may reasonably
require to accomplish the purposes of this Deed (collectively, the “Further Instruments”).




     (b) Grantor, after the date that this Deed is recorded and until the Second Priority
Obligations are fully satisfied, within 10 days after demand therefor, shall execute and deliver to
Grantee each Further Instrument to be filed, registered and/or recorded, or refiled, reregistered
and/or rerecorded (if recordable) as may be required by any present or future laws in order to (i)
publish notice of and/or (ii) perfect the lien and estate of this Deed in and to the Collateral.
Grantor shall promptly pay to Grantee all required costs and expenses (including, without
limitation, filing, registration and recording taxes, fees, charges, duties, stamps and imposts)
related to such filing, registration and/or recording.



     (c) Grantor shall pay (i) all filing, registration and recording taxes, fees and charges, all
re-filing, re-registration and re-recording taxes, fees and charges required by applicable law and
all other reasonable costs and expenses actually incurred by Grantee in connection with (1) the
execution, delivery, acknowledgment and/or recordation of this Deed and each Further Instrument
and/or (2) the transactions contemplated hereby (including, without limitation, title insurance
premiums, title examination charges and reasonable legal, consulting, engineering, appraisal,
survey and inspection fees, expenses and disbursements actually incurred by Grantee) and (ii) all
federal, state, county and municipal stamps, taxes, duties, imposts, assessments and charges in
connection with the execution, delivery, acknowledgement and/or recordation of this Deed and each
Further Instrument.



          5. Insurance. Grantor shall cause the Improvements and the Personal Property to be kept
insured (a) as required by and in accordance with Section 5.03 of the Second Lien Credit Agreement,
and (b) if the Land or any portion thereof is located in an area identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of 1968, as amended, or otherwise,
against flood risks. All such insurance shall be in such amounts as required by Section 5.03 of
the Second Lien Credit Agreement. Grantor shall promptly notify Grantee of any loss in connection
with the Improvements and/or the Personal Property.




          6. Compliance. Grantor shall comply with (a) all requirements of the insurance policies
required to be maintained pursuant to this Deed and (b) all present and future Liens (including,
without limitation, the Permitted Title Exceptions) affecting the Collateral, except where such
noncompliance, individually or in the aggregate, could not reasonably be










 



6

expected to result in a Material Adverse Effect (as defined in the Second Lien Credit Agreement).




          7. Actions by Grantee to Protect the Collateral; Etc. If Grantor shall fail to (a) effect
the insurance required under Section 5 herein, (b) make any other payment required under this Deed
or (c) comply with any other term or covenant of this Deed, which with notice or lapse of time
would constitute an Event of Default, upon reasonable prior written notice to Grantor, Grantee may
effect, pay or cure the same, as the case may be. All sums, including, without limitation,
reasonable attorneys’ fees and disbursements, so incurred by Grantee or incurred by Grantee (i) to
sustain the lien or estate of this Deed or its priority, (ii) to protect or enforce any of
Grantee’s rights under any Loan Document or (iii) to recover or collect the Second Priority
Obligations, shall be a lien on the Collateral, shall be deemed secured by this Deed and shall be
paid to Grantee by Grantor within 10 days after demand therefor (together with interest thereon at
the Default Rate from the date the same was incurred to the date of the full payment thereof). In
any action and/or proceeding to foreclose this Deed and/or to recover and/or collect the Second
Priority Obligations (or any portion thereof), the provisions of law respecting the recovery of
costs, disbursements and/or allowances shall prevail unaffected by this covenant.




          8. Remedies; Etc. (a) If an Event of Default shall have occurred and be continuing,
Grantee may, to the extent permitted by law, personally or, to the extent permitted by law, by
agents, with or without entry, if Grantee shall deem it advisable:





          (i) proceed to protect and enforce its rights under any of the Loan Documents by suit
for specific performance of any covenant herein contained or contained in any of the other
Loan Documents, or in aid of the execution of any power herein granted or granted in any of
the other Loan Documents, or for the foreclosure of this Deed and the sale of the Collateral
(or any portion thereof) under the judgment or decree of a court of competent jurisdiction,
or for the enforcement of any other right as Grantee shall deem most effectual for such
purpose; or




          (ii) sell and dispose of the Collateral (or any part thereof) at one or more public
sale or sales, at the usual place for conducting sales at the courthouse in the county where
the Collateral or any part thereof may be located in order to pay the Second Priority
Obligations, to the highest bidder for cash, first advertising the time, terms and place of
such sale by publishing a notice thereof once a week for four consecutive weeks immediately
preceding the date of sale (without regard to the actual number of days) in a newspaper in
which sheriff’s advertisements are published in said county, all other notice being hereby
waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at said
sale a sufficient conveyance of the Collateral in fee simple, which conveyance may contain
recitals as to the happening of the default upon which the execution of the power of sale,
herein granted, depends, and said recitals shall be presumptive evidence that all
preliminary acts prerequisite to said sale and deed were in all things duly complied with;
and Grantor hereby constitutes and appoints Grantee or its assigns agent and
attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such
attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding
and conclusive upon Grantor and that the conveyance to be made by









 



7



Grantee, or its assigns (and in the event of a deed in lieu of foreclosure, then as to
such conveyance) shall, to the extent permitted by law, be effectual to bar all right, title
and interest, equity of redemption, including all statutory redemption, homestead, dower,
curtesy and all other exemptions of Grantor, or its successors in interest, in and to said
Collateral; and Grantor agrees that in case of a sale, as herein provided, Grantor or any
person in possession under Grantor shall then become and be tenants holding over, and shall
forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in
accordance with the provisions of law applicable to tenants holding over; the power and
agency hereby granted are coupled with an interest and are irrevocable by death or
otherwise, and are in addition to any and all other remedies which Grantee may have at law
or in equity. Any portion of the Collateral sold pursuant to this Deed may, to the extent
permitted by applicable law, be sold in one parcel as an entirety, or in such parcels and in
such manner or order as Grantee in its sole discretion, may elect, to the maximum extent
permitted by the laws of the State of Georgia. One or more exercises of the powers herein
granted shall not extinguish or exhaust the power unless the Second Priority Obligations are
paid in full or the Collateral is sold. Grantee, or its designee, may bid for and acquire
the Collateral or any part thereof at any sale made under or by virtue of this Deed and, in
lieu of paying cash therefor, may make settlement for the purchase price by crediting
against the purchase price the unpaid amounts due and owing in respect of any Second
Priority Obligations after deducting from the sales price the reasonable expenses of the
sale actually incurred by Grantee and the reasonable costs of the action or proceedings
actually incurred by Grantee and any other sums that Grantee is authorized to deduct under
this Deed or applicable law.


Grantee, and its agents and representatives, shall have the right to enter upon all or any portion
of the Land or the Improvements to exercise any remedy specified in any Loan Document.




          (b) Upon, or at any time after the occurrence and during the continuance of an Event of
Default hereunder, whether or not Grantee has instituted an action in foreclosure, Grantee may
petition any court of competent jurisdiction for the appointment of a receiver for the Collateral,
and Grantor hereby irrevocably and unconditionally waives any right to contest the appointment of
such receiver and consents thereto. Such appointment may be made either before or after a
foreclosure sale, without notice, without regard to the solvency or insolvency of Grantor at the
time of application for such receiver and without regard to the then value of the Collateral, and
whether or not the same is occupied as a homestead, and without bond being required of the
applicant. Grantee hereunder or any agent of Grantee may be appointed as such receiver. Such
receiver shall have all powers and duties prescribed by applicable law, including, without
limitation, the powers to: (i) collect the rents of the Collateral during the pendency of any
foreclosure suit as well as during any other times when Grantor or its devisees, legatees, heirs,
executors, administrators, legal representatives, successors, or assigns, except for the
intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify
any then existing Space Leases and to make new Space Leases, which extensions, modifications and
new Space Leases may provide for terms to expire, or for options to lessees to extend or renew
terms to expire, beyond the maturity date of any Second Priority Obligations and beyond the date of
issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood
and agreed that any such Space Leases, and the options or other such provisions to be contained
therein, shall be binding upon Grantor and all persons whose interests in the Collateral










 



8

are subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale,
notwithstanding any discharge or satisfaction of the Second Priority Obligations, satisfaction of
any foreclosure decree or deficiency judgment, or issuance of any bill of sale or deed to any
purchaser; (iii) to exercise all other powers which may be necessary or are usual in such cases for
the protection, possession, control, management and operation of the Collateral during the whole of
such period; and (iv) as may otherwise be granted by the court or under applicable law. Except as
otherwise specified in the Second Lien Credit Agreement, the receiver shall, upon receipt of
authority from the court and upon application to the court from Grantee, apply the net income in
his or her hands in payment in whole or in part to: (1) the Second Priority Obligations secured
hereby or by any judgment or decree foreclosing this Deed, or any imposition or lien which may be
or become superior to the lien hereof or of such judgment or decree, provided such application is
made prior to foreclosure sale; (2) all rents due or which may become due under the superior lease
if this is a leasehold mortgage; and (3) the deficiency judgment, in case of a foreclosure sale and
deficiency judgment. Notwithstanding the appointment of any receiver or other custodian, Grantee
shall be entitled to the continued possession and control of any cash, deposits or instruments at
the time held or payable or deliverable under the terms of this Deed to Grantee and shall apply
such proceeds in the manner described in the immediately preceding sentence.




          (c) In any sale under any provision of this Deed or pursuant to any judgment or decree of
court, the Collateral, to the extent permitted by law, may be sold in one or more parcels, or as an
entirety, and in such order as Grantee may elect, without regard to the right of Grantor or any
Person claiming under Grantor to the marshalling of assets. The purchaser at such sale shall take
title to the property so sold free and discharged of the estate of Grantor therein, the purchaser
being hereby discharged from all liability to see to the application of the purchase money;
provided, however that if Grantee is the purchaser at such sale, Grantee shall not be so discharged
but instead shall apply the purchase money in accordance with this Deed and the Second Lien Credit
Agreement. Any Person, including, without limitation, Grantee, may purchase at any such sale.




          9. Expenses. In any foreclosure or partial foreclosure of the lien, security title and
security interest of this Deed, there shall be allowed and included, as additional indebtedness,
all reasonable expenses actually paid or incurred by or on behalf of Grantee in the protection of
the Collateral and the exercise of Grantee’s rights and remedies hereunder. Such expenses shall
include, without limitation: reasonable attorney’s fees actually incurred (and not as a percentage
of indebtedness pursuant to O.C.G.A. Section 13-1-11), appraiser’s fees, outlays for documentary
and expert evidence, stenographer’s charges, publication costs, survey costs, and costs of
procuring all abstracts of title, title searches and examinations, title insurance policies, and
any similar data and assurances with respect to title to the Collateral as Grantee may reasonably
deem necessary either to prosecute or prepare for such foreclosure or to evidence to bidders at any
sale pursuant to such decree the true condition of the title to or value of the Collateral. All
such expenses shall be due and payable by Grantor upon demand with interest thereon at the Default
Rate.




          10. Right of Possession. To the fullest extent permitted by applicable law, following the
occurrence of an Event of Default and during the continuance thereof, Grantor shall, immediately
upon Grantee’s demand, surrender to Grantee, and Grantee shall be entitled to










 



9

take actual possession of the Collateral or any part thereof, personally or by its agent or
attorneys. To the extent permitted by applicable law, Grantee may enter upon and take and maintain
possession or may apply to the court in which a foreclosure is pending to be placed in possession
of all or any part of the Collateral, together with all documents, books, records, papers, and
accounts of Grantor or the then owner of the Collateral relating thereto, and exclude Grantor, such
owner, and any agents and servants from the Collateral. As attorney-in-fact or agent of Grantor or
such owner, or in its own name Grantee may hold, operate, manage, and control all or any part of
the Collateral, either personally or by its agents. Grantee shall have full power to use such
measures, legal or equitable, as it may deem proper or necessary to enforce the payment or security
of the rents, issues, deposits, profits, and avails of the Collateral, including actions for
recovery of rent, actions in forcible detainer, and actions in distress for rent, all without
notice to Grantor.




          11. Application of Proceeds. Grantor agrees that Grantee shall apply any proceeds from the
disposition of any of the Collateral following an Event of Default first, to pay the costs incurred
in the exercise of any remedies under this Deed, and second, in accordance with Section 2.15(b) of
the Second Lien Credit Agreement and the Intercreditor Agreement.




          12. Withdrawal or Discontinuance of Proceedings. In case Grantee shall have proceeded to
enforce any right, power or remedy under this Deed by foreclosure, entry or otherwise or in the
event Grantee shall have commenced advertising the intended exercise of the right of foreclosure
provided hereunder, and such proceeding or advertisement shall have been withdrawn, discontinued or
abandoned for any reason, or shall have been determined adversely to Grantee, then in every such
case (i) Grantor and Grantee shall be restored to their former positions and rights, (ii) all
rights, powers and remedies of Grantee shall continue as if no such proceeding had been taken,
(iii) each and every Default declared or occurring prior or subsequent to such withdrawal,
discontinuance or abandonment shall and shall be deemed to be a continuing Default, and (iv) this
Deed, the Second Priority Obligations and all other indebtedness secured by this Deed, or any other
instrument concerned therewith, shall not be and shall not be deemed to have been reinstated or
otherwise affected by such withdrawal, discontinuance or abandonment, and Grantor hereby expressly
waives the benefit of any statute or rule of law now provided (including, without limitation,
Official Code of Georgia Section 44-14-85), or which may hereafter be provided, which would produce
a result contrary to or in conflict with the above.




          13. Waiver of Statutory Rights. GRANTOR SHALL NOT APPLY FOR OR AVAIL ITSELF OF ANY
APPRAISEMENT, VALUATION, REDEMPTION, STAY, EXTENSION, OR EXEMPTION LAWS, OR ANY SO-CALLED
“MORATORIUM LAWS,” NOW EXISTING OR HEREAFTER ENACTED, IN ORDER TO PREVENT OR HINDER THE ENFORCEMENT
OR FORECLOSURE OF THIS DEED, AND GRANTOR HEREBY WAIVES THE BENEFIT OF SUCH LAWS. GRANTOR, FOR
ITSELF AND ALL WHO MAY CLAIM THROUGH OR UNDER IT, WAIVES ANY AND ALL RIGHTS TO HAVE THE PROPERTY
AND ESTATES COMPRISING THE COLLATERAL MARSHALED UPON ANY FORECLOSURE OF THE LIEN, SECURITY TITLE
AND SECURITY INTEREST OF THIS DEED, AND AGREES THAT THE COLLATERAL MAY BE SOLD IN ITS ENTIRETY OR
IN SUCH PARTS AS GRANTEE MAY ELECT. GRANTOR FURTHER WAIVES ANY AND ALL










 



10

RIGHTS OF REDEMPTION FROM FORECLOSURE, IF ANY, FOR ITSELF AND ON BEHALF OF: (I) ANY TRUST ESTATE OF
WHICH THE COLLATERAL IS A PART; (II) ALL BENEFICIALLY INTERESTED PERSONS; (III) EACH AND EVERY
PERSON ACQUIRING ANY INTEREST IN OR TITLE TO THE COLLATERAL SUBSEQUENT TO THE DATE OF THIS DEED;
AND (IV) ALL OTHER PERSONS TO THE EXTENT PERMITTED BY THE PROVISIONS OF LAWS OF THE STATE IN WHICH
THE COLLATERAL IS LOCATED. GRANTOR EXPRESSLY ACKNOWLEDGES THE RIGHT OF GRANTEE TO ACCELERATE THE
INDEBTEDNESS SECURED HEREBY AS PROVIDED HEREIN AND IN THE SECOND LIEN CREDIT AGREEMENT AND THE
POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE COLLATERAL BY NON-JUDICIAL FORECLOSURE UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER
THAN SUCH NOTICE AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED OR THE
OTHER LOAN DOCUMENTS.




          14. Effect of Judgment. The obtaining of any judgment by Grantee and any levy of any
execution under any judgment upon the Collateral shall not affect in any manner or to any extent
the lien, security title and security interest created by this Deed in or upon the Collateral or
any part thereof, or any liens, powers, rights and remedies of Grantee hereunder, but such liens,
powers, rights and remedies shall continue unimpaired as before until the judgment or levy is
satisfied.




          15. Remedies Cumulative. Each of the remedies provided herein are cumulative and not
exclusive of any remedies provided by (a) law or (b) any of the other Loan Documents.




          16. Notices. All notices, demands, consents, statements, requests, approvals and other
communications hereunder (collectively, “Notices”) shall be in writing. All Notices shall
be given in the manner provided in the Second Lien Credit Agreement.




          17. Time of Essence. Time is of the essence in this Deed.




          18. Deed in Trust. If title to the Collateral or any part thereof is now or hereafter
becomes vested in a trustee, any prohibition or restriction against the creation of any lien on the
Collateral shall be construed as a similar prohibition or restriction against the creation of any
lien on or security interest in the beneficial interest of such trust.




          19. Amendments; Etc. This Deed cannot be terminated, cancelled, modified, amended,
supplemented, waived or discharged except by an instrument in writing, duly acknowledged in form
for recording signed by Grantor and Grantee and in compliance with the Intercreditor Agreement.




          20. Successors and Assigns. The provisions of this Deed shall run with the Land and shall
bind Grantor, its successors and assigns, and all subsequent encumbrances, tenants and subtenants
of the Collateral (or any portion thereof), and shall inure to the benefit of Grantee, its
successors and assigns.










 



11




          21. Severability. If any provision of this Deed or the application thereof to any Person
or circumstance shall, to any extent, be illegal, invalid and/or unenforceable, the remainder of
this Deed or the application of such provision to Persons or circumstances other than those as to
which it is illegal, invalid and/or unenforceable, as the case may be, shall not be affected, and
each provision of this Deed shall be legal, valid and enforceable to the extent permitted by law.
The illegality, invalidity and/or unenforceability of any provision of this Deed in any
jurisdiction shall not affect the legality, validity and/or enforceability thereof in any other
jurisdiction.




          22. Merger. This Deed, the Second Lien Credit Agreement and the other Loan Documents
constitute the entire understanding between Grantor and Grantee with respect to the transactions
contemplated by this Deed, and any and all other agreements, understandings and statements (oral or
written) between Grantor and Grantee in connection therewith are merged into this Deed, the Second
Lien Credit Agreement and the other Loan Documents.




          23. Future Advances. This Deed shall secure the payment of all loans, monies, credit and
other Second Priority Obligations, whether the entire amount shall have been advanced at the date
hereof or at a later date, or having been advanced, shall have been repaid in part and further
advances made at a later date, and whether or not related to the original advances, together with
the specified interest thereon all in accordance with the terms of the Second Lien Credit Agreement
or any of the other Loan Documents. It is understood that at any time before the cancellation and
release of this Deed, the terms of the Second Lien Credit Agreement or any of the other Loan
Documents, including the terms of repayment, may from time to time be modified or amended in
writing by the parties thereto to include or provide for additional or future advances and this
Deed shall secure all such additional or future advances. The priority of the lien of this Deed
securing all advances referred to in this Section shall be the same as the priority of the lien of
this Deed securing Second Priority Obligations outstanding on the date hereof.




          24. Conflict. In the event of express and direct contradiction between any of the
provisions of the Second Lien Credit Agreement and any of the provisions contained herein, the
provisions in the Second Lien Credit Agreement shall control.




          25. Last Dollar. The Second Priority Obligations secured by this Deed shall be reduced
only by the last and final sums that Grantor repays with respect to the Loans and shall not be
reduced by any intervening repayments of the Loans by Grantor, except as may otherwise be permitted
herein. Such intervening payments shall instead be deemed to reduce only such portions of the
Second Priority Obligations as are not secured by this Deed. As of the date of recording of this
Deed, the outstanding principal balance of the Loans exceeds the amount of the maximum principal
amount secured by this Deed, so that the maximum principal amount secured by this Deed represents
only a portion of the Second Priority Obligations actually outstanding.




          26. Release.



          (a) This Deed shall terminate when the Second Priority Obligations Payment Date shall have
occurred. Upon termination of this Deed, Grantee shall promptly execute, acknowledge and deliver
to Grantor (i) an instrument, in proper form for recording, without










 



12

warranty, reconveying to Grantor the Property and (ii) any other termination statements or
instruments which Grantor shall reasonably request to evidence such termination. Upon such
recording, this Deed and the estate, right and interest of Grantee in and to the Property shall be
cancelled and thereafter be of no further force and effect.




          (b) Notwithstanding anything to the contrary herein, at any time and from time to time at the
request of Grantor, prior to the occurrence of the Second Priority Obligations Payment Date in
connection with any sale or transfer of such Collateral permitted under the Loan Documents or upon
the effectiveness of any written consent by Grantee or the requisite Lenders as provided under the
Second Lien Credit Agreement, to the release of the lien and security interest granted hereby in
any or all of the Collateral, the estate, right and interest of Grantee in and to the Collateral
shall be automatically cancelled and reconveyed to Grantor and Grantee shall execute, acknowledge
and deliver to Grantor (i) an instrument, in proper form for recording, without warranty,
reconveying to Grantor such portion of the Collateral and (ii) any other termination statements or
instruments which Grantor shall reasonably request to evidence such termination. Upon such
recording, the estate, right and interest of Grantee in and to such portion of the Collateral shall
be cancelled and thereafter be of no further force and effect.




          27. Security Agreement under Uniform Commercial Code. It is the intention of the
parties hereto that this Deed shall constitute a “security agreement” within the meaning of the
Uniform Commercial Code of the State of Georgia, or if the perfection or nonperfection or priority
of a Lien in any Collateral is governed by the Uniform Commercial Code in effect in another
jurisdiction, such other Uniform Commercial Code (the “Code”) with respect to any part of
the Collateral which may or might now or hereafter be deemed to be Personal Property. All of
Grantor’s right, title and interest in the Personal Property is hereby assigned to Grantee to
secure the payment of the Second Priority Obligations. If an Event of Default shall occur and be
continuing, then in addition to having any other right or remedy available at law or in equity,
Grantee shall have the remedies of a secured party under the Code, including without limitation the
right to take immediate and exclusive possession of the Personal Property or any part thereof. The
remedies of Grantee hereunder are cumulative and the exercise of any one or more of the remedies
provided for herein or under the Code shall not be construed as a waiver of any of the other
remedies of Grantee, including having the Personal Property deemed part of the realty upon any
foreclosure so long as any part of the Second Priority Obligations remains unsatisfied. Grantor
hereby authorizes Grantee to cause to be recorded in the County where the Land is located, as well
as the applicable offices of the applicable jurisdiction, such financing statements and fixture
filings as shall be necessary in order to perfect and preserve the priority of Grantee’s lien upon
the Personal Property.




          28. Grantee’s Fees and Expenses; Indemnification. (a) Without duplication of any fees or
expenses provided for under the Second Lien Credit Agreement and the other Loan Documents, Grantor
agrees to pay to Grantee within 30 days of written demand (including back-up documentation
supporting such reimbursement request) the amount of any and all reasonable out-of-pocket expenses,
disbursements and other reasonable charges of its counsel (including, without limitation, local and
special counsel) and of any experts, agents or appraisers, which Grantee may incur in connection
with (i) the administration of this Deed, (ii) the custody or preservation of, or the sale of,
collection from or other realization upon any of the Collateral,










 



13



(iii) the exercise, enforcement or protection of any of the rights of Grantee hereunder, or (iv)
the failure of Grantor to perform or observe any of the provisions hereof.




     (b) Without duplication of any indemnification obligations provided for under the Second Lien
Credit Agreement and the other Loan Documents, Grantor agrees to indemnify Grantee and the other
Second Priority Secured Parties and their Indemnitees against, and hold each of them harmless from,
any and all losses, claims, damages, liabilities and related expenses, including reasonable fees
and disbursements and other reasonable charges of counsel, incurred by or asserted against any of
them arising out of, in any way connected with, or as a result of, the execution, delivery, or
performance of this Deed or any claim, litigation, investigation or proceeding relating hereto or
to the Collateral, whether or not the Second Priority Secured Parties or any of their Indemnitees
is a party thereto; provided that such indemnity shall not, as to Grantee, the other Second
Priority Secured Parties or any such Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross
negligence or willful misconduct of Grantee, the other Second Priority Secured Parties or such
Indemnitee.



     (c) Any such amounts payable as provided hereunder shall be additional Second Priority
Obligations secured hereby. The provisions of this Section 28 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, or the invalidity or unenforceability of any term or provision of
this Deed. All amounts due under this Section 28 shall be payable within 30 days of written demand
(including back-up documentation supporting such reimbursement request) to Grantor given in
accordance with Section 16 hereof.



          29. Additional Provisions. Notwithstanding anything contained herein to the
contrary:




          (a) Where any provision of this Deed is inconsistent with any provision of Georgia law
regulating the creation or enforcement of a lien, security title, or security interest in real or
personal property including, but not by way of limitation, the Code, as amended, modified and/or
replaced from time to time, the provisions of Georgia law shall take precedence over the provisions
of this Deed, but shall not invalidate or render unenforceable any other provisions of this Deed
that can be construed in a manner consistent with Georgia law. The words “lien of this Deed” or
words of similar import shall mean the lien, security title and security interest created and
conveyed by this Deed.




          (b) To the extent the laws of the State of Georgia limit (i) the availability of the exercise
of any of the remedies set forth in this Deed, including without limitation the remedies involving
a power of sale on the part of Grantee and/or the Lenders and the right of Grantee and the Lenders
to exercise self-help in connection with the enforcement of the terms of this Deed, or (ii) the
enforcement of waivers and indemnities made by Grantor, such remedies, waivers, or indemnities
shall be exercisable or enforceable, any provisions in this Deed to the contrary notwithstanding,
if, and to the extent, permitted by the laws in force at the time of the exercise of such remedies
or the enforcement of such waivers or indemnities without regard to










 



14

the enforceability of such remedies, waivers or indemnities at the time of the execution and
delivery of this Deed.




          (c) Nothing in this Deed shall be deemed to be a waiver by Grantor of the time limitations on
issuance of process set out in the Official Code of Georgia or the Rules and Regulations of the
State of Georgia.




          (d) To the fullest extent permitted by applicable law, the lien, security interest and
security title of this Deed with respect to any future advances, modifications, extensions, and
renewals referred to herein and made from time to time shall have the same priority to which this
Deed otherwise would be entitled as of the date this Deed is executed and recorded without regard
to the fact that any such future advance, modification, extension, or renewal may occur after the
Deed is executed.




          (e) Even though the lien, security title and security interest of this Deed shall be released
from the Collateral subject to Article I, any of the terms and provisions of this Deed that are
expressly intended to survive, shall nevertheless survive the release or satisfaction of this Deed
whether voluntarily granted by Grantee or the Lenders, as a result of a judicial or non-judicial
foreclosure of this Deed or in the event a deed in lieu of foreclosure is granted by Grantor to
Grantee and/or the Lenders.




          (f) Any receiver appointed under this Deed shall have all of the usual powers and duties of
receivers pursuant to Georgia common and statutory law, including, but not limited to, Official
Code of Georgia Sections 9-8-1 through 9-8-14, as amended, modified and/or replaced from time to
time.




          (g) It is the intent of the parties to secure payment of the Second Priority Obligations. The
total amount of the Second Priority Obligations may decrease or increase from time to time. It is
expressly agreed that the Second Priority Obligations may from time to time be reduced to a zero
balance without such repayment operating to extinguish or release the lien, security title and
security interest created by this Deed. This Deed shall remain in full force and effect as to any
subsequent future advances made after the zero balance without loss of any priority until the
Second Priority Obligations are paid in full and satisfied and all agreements between Grantor and
Grantee for further advances have been terminated and this Deed released of record.




          30. Compliance with Applicable Law. Anything elsewhere herein contained to the contrary
notwithstanding,




          (a) Non-Residential Status of Secured Collateral. Grantor represents and warrants to
Grantee and the other Secured Parties that none of the Collateral is to be used as a dwelling place
by Grantor at the time this Deed is entered into and, accordingly, the notice requirement of
O.C.G.A. §§44-14-162.2 and 44-14-162.3 shall not be applicable to any exercise of the power of sale
contained in this Deed.




          (b) Commercial Transaction. The interest of Grantee hereunder and the obligations of
Grantor for the Second Priority Obligations arise from the “commercial transaction” within the
meaning of O.C.G.A. § 44-14-260(1). Accordingly, pursuant to










 



15

O.C.G.A. § 44-14-263, Grantor waives any and all rights which Grantor may have to notice prior
to seizure by Grantee of any interest in personal property of Grantor which constitutes part of the
Collateral, whether such seizure is by writ of possession or otherwise, and also waives the
requirement for any bond in connection with any writ of immediate possession sought by Grantee.




          (c) All agreements between Grantor and Grantee are expressly limited so that in no event
whatsoever shall the amount paid or agreed to be paid to Grantee exceed the highest lawful rate of
interest permissible under the laws of the State of Georgia. If, from any circumstances
whatsoever, fulfillment of any provision hereof or in the Loan Documents at the time performance of
such provision shall be due, shall involve the payment of interest exceeding the highest rate of
interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then,
ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest
permissible under the laws of the State of Georgia; and if for any reason whatsoever Grantee shall
ever receive as interest an amount which would be deemed unlawful such interest shall be applied to
the payment of the last maturing installment or installments of the Second Priority Obligations
(whether or not then due and payable) and not to the payment of interest.




          31. Intercreditor Agreement Notwithstanding anything herein to the contrary, the Lien and
security interest granted to Grantee pursuant to this Deed or any other Loan Document and the
exercise of any right or remedy by the Grantee or any of the other Second Priority Secured Parties
hereunder or under any other Loan Document are subject to the provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this
Deed and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control
with respect to any right or remedy. Without limiting the generality of the foregoing, and
notwithstanding anything herein to the contrary, all rights and remedies of Grantee and the other
Second Priority Secured Parties shall be subject to the terms of the Intercreditor Agreement, and
until the First Priority Obligations Payment Date, any obligation of Grantor hereunder or under any
other Loan Document with respect to the delivery or control of any Collateral, the novation of any
lien on any certificate of title, bill of lading or other document, the giving of any notice to any
bailee or other Person, the provision of voting rights or the obtaining of any consent of any
Person shall be deemed to be satisfied if Grantor or any of the other Second Priority Secured
Parties, complies with the requirements of the similar provision of the applicable First Lien Loan
Document. Until the First Priority Obligations Payment Date, the delivery of any Collateral to the
First Lien Collateral Agent pursuant to the First Lien Loan Documents shall satisfy any delivery
requirement hereunder or under any other Loan Document.




          32. Subordination. Notwithstanding anything to the contrary contained in this Deed,
the lien created by this Deed on the Collateral described herein is junior and subordinate to the
lien on such Collateral created by the First Lien Deed to Secure Debt, Assignment of Leases and
Rents and Security Agreement dated as of April 30, 2007, any mortgage, deed to secure debt, deed of
trust, deed or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as
collateral agent, and its successors and assigns, in such Collateral, in accordance with the
provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank,
N.A., as collateral agent for the First Priority Secured Parties referred to therein,










 



16

Grantee, as collateral agent for the Second Priority Secured Parties referred to therein,
Grantor and the other Loan Parties (as defined in the Intercreditor Agreement) referred to therein,
and any other Persons who become parties thereto, as amended from time to time.




(SIGNATURE PAGE FOLLOWS)










 



17




          IN WITNESS WHEREOF, the undersigned, by its duly elected officers and pursuant to proper authority
of its board of directors has duly executed, sealed, acknowledged and delivered this instrument
under seal as of the date indicated, which instrument is intended to be effective as of said
date.




	 	 	 	 	 	 	 
	Signed, sealed and delivered in the presence of:	 	 	 	GRANTOR:
	 
	 	 	 	 	 	 
	 	 	 	 	DELTA AIR LINES, INC., a
	Unofficial Witness

	 	 	 	Delaware corporation

	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Notary Public

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	My Commission Expires:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

[NOTARIAL SEAL]

	 	 	 	 	 	[AFFIX CORPORATE SEAL]





















 









SCHEDULE A




LEGAL DESCRIPTION




Parcel 1, A-3 Building and parking:




Tract 1:




Tax parcel 14 -0127-LL-111-5




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 127, 14th District, Fulton
County, Georgia, and being more particularly described as follows:



BEGIN at a pk nail found at the intersection of the northerly right-of-way line of International
Boulevard, having a 50' wide right-of-way, and the common line between that parcel now or formerly
owned by Hospitality Properties, Inc. and that parcel described herein, said pk nail being the
POINT OF BEGINNING; THENCE run along said common property line, North 33 degrees 09 minutes 12
seconds West for a distance of 561.64 feet to a point at the intersection of said common line and
the southerly right-of-way line of Interstate Highway 85, having a variable width right-of-way;
THENCE along said southerly right-of-way line the following courses and distances: THENCE along a
curve to the right having a radius of 11309.16 feet and an arc length of 373.41 feet, being
subtended by a chord of North 65 degrees 53 minutes 57 seconds East for a distance of 373.40 feet
to a point; THENCE North 66 degrees 54 minutes 38 seconds East for a distance of 37.05 feet to a 1"
capped pipe found; THENCE leaving said southerly right-of-way line, run South 01 degrees 33 minutes
58 seconds West for a distance of 573.48 feet to a 1/2" rebar found on the northerly right-of-way
line of International Boulevard; THENCE run along said northerly right-of-way line South 39 degrees
10 minutes 13 seconds West for a distance of 82.49 feet to the POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 2.955 acres, as more fully shown and delineated as Tract 1 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by R.A. Hathaway, Georgia Registered Land Surveyor No. 1550 of
Post, Buckley, Schuh & Jernigan, Inc., dated November 23, 2004.



Tract 2:




Tax parcels 14 -0127-LL-074-5 and 14 -0127-LL-100-8




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 127, 14th District, Fulton
County, Georgia, and being more particularly described as follows:



COMMENCE at a nail & cap found at the intersection of the westerly right-of-way line of Lang
Avenue, having a 40' wide right-of-way, and the southerly right-of-way line of International



 









 







Boulevard, having a 50' wide right-of-way; THENCE North 01 degree 58 minutes 20 seconds East for a
distance of 25.04 feet to a point in the middle of International Boulevard; THENCE North 01 degree
14 minutes 20 seconds East for a distance of 25.06 feet to a pk nail set on the northerly
right-of-way line of International Boulevard, said pk nail being the POINT OF BEGINNING; THENCE run
along said northerly right-of-way line along a curve to the left having a radius of 434.26 feet and
an arc length of 380.43 feet, being subtended by a chord of South 69 degrees 57 minutes 10 seconds
West for a distance of 368.38 feet to a 1/2" rebar found; THENCE North 01 degree 33 minutes 58
seconds East for a distance of 573.48 feet to a 1" capped pipe found on the southerly right-of-way
line of Interstate Highway 85, having a variable width right-of-way; THENCE run along said
southerly right-of-way line the following courses and distances: THENCE North 66 degrees 54
minutes 40 seconds East for a distance of 330.03 feet to a point, said point being located South 75
degrees 50 minutes 17 seconds West a distance of 0.7 feet from a broken concrete monument found;
THENCE South 88 degrees 43 minutes 59 seconds East for a distance of 51.76 feet to a concrete
monument found; THENCE South 72 degrees 20 minutes 19 seconds East for a distance of 28.78 feet to
a 1/2" rebar set; THENCE leaving said southerly right-of-way line run South 01 degrees 16 minutes 06
seconds West for a distance of 225.15 feet to a point; THENCE South 87 degrees 30 minutes 15
seconds East for a distance of 126.24 feet to a point; THENCE along a curve to the right having a
radius of 277.51 feet and an arc length of 30.18 feet, being subtended by a chord of South 84
degrees 59 minutes 45 seconds East for a distance of 30.16 feet to a point; THENCE South 01 degrees
14 minutes 00 seconds West for a distance of 346.72 feet to a 1/2" rebar set on the northerly
right-of-way line of Custer Street, having a 50' wide right-of-way; THENCE run along said northerly
right-of-way line North 85 degrees 34 minutes 27 seconds West for a distance of 156.53 feet to a pk
nail set; THENCE North 88 degrees 12 minutes 27 seconds West for a distance of 40.06 feet to the
POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 6.095 acres, as more fully shown and delineated as Tract 2 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by R.A. Hathaway, Georgia Registered Land Surveyor No. 1550 of
Post, Buckley, Schuh & Jernigan, Inc., dated November 23, 2004.



Tract 3:




The northern portion of tax parcel 14 -0127-LL-105-7




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 127, 14th District, Fulton
County, Georgia, and being more particularly described as follows:



BEGIN at a 1/2" rebar found at the intersection of the southerly right-of-way line of Willingham
Drive, having a variable width right-of-way, and the westerly right-of-way line of Elkins Street,
having a 40' wide right-of-way, said 1/2" rebar being the POINT OF BEGINNING; THENCE run along said
westerly right-of-way line the following courses and distances: THENCE South 17 degrees 56 minutes
46 seconds West for a distance of 150.02 feet to a 1/2" rebar set; THENCE



2









 







South 18 degrees 06 minutes 00 seconds West for a distance of 40.01 feet to a 1/2" rebar set; THENCE
leaving said westerly right-of-way line, run North 72 degrees 16 minutes 20 seconds West for a
distance of 152.40 feet to a point; THENCE North 72 degrees 16 minutes 10 seconds West for a
distance of 99.28 feet to a point; THENCE along a curve to the left having a radius of 277.51 feet
and an arc length of 59.63 feet, being subtended by a chord of North 75 degrees 46 minutes 16
seconds West for a distance of 59.52 feet to a point; THENCE along a curve to the left having a
radius of 277.51 feet and an arc length of 30.18 feet, being subtended by a chord of North 84
degrees 59 minutes 45 seconds West for a distance of 30.16 feet to a point; THENCE North 87 degrees
30 minutes 15 seconds West for a distance of 126.24 feet to a point; THENCE North 01 degrees 16
minutes 06 seconds East for a distance of 225.15 feet to a 1/2" rebar set on the southerly
right-of-way line of Willingham Drive; THENCE along said southerly right-of-way line the following
courses and distances: THENCE South 72 degrees 10 minutes 00 seconds East for a distance of 208.08
feet to a 1/2" rebar set; THENCE North 08 degrees 14 minutes 20 seconds East for a distance of 19.03
feet to a 1/2" rebar set; THENCE South 72 degrees 01 minutes 50 seconds East for a distance of 171.95
feet to a 1/2" rebar set; THENCE South 72 degrees 13 minutes 33 seconds East for a distance of 150.05
feet to the POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 2.201 acres, as more fully shown and delineated as Tract 3 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by R.A. Hathaway, Georgia Registered Land Surveyor No. 1550 of
Post, Buckley, Schuh & Jernigan, Inc., dated November 23, 2004.



Tract 4:




The southern portion of tax parcel 14 -0127-LL-105-7




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 127, 14th District, Fulton
County, Georgia, and being more particularly described as follows:



BEGIN at a 1/2" rebar found at the intersection of the westerly right-of-way line of Elkins Street,
having a 40' wide right-of-way, and the northerly right-of-way line of Custer Street, having a 50'
wide right-of-way, said 1/2" rebar being the POINT OF BEGINNING; THENCE along said northerly
right-of-way line the following courses and distances: THENCE along a curve to the left having a
radius of 608.68 feet and an arc length of 103.64 feet, being subtended by a chord of North 77
degrees 25 minutes 50 seconds West for a distance of 103.51 feet to a point; THENCE North 86
degrees 07 minutes 40 seconds West for a distance of 111.97 feet to a point; THENCE leaving said
northerly right-of-way line, run North 01 degrees 14 minutes 00 seconds East for a distance of
346.72 feet to a point; THENCE along a curve to the right having a radius of 277.51 feet and an arc
length of 59.63 feet, being subtended by a chord of South 75 degrees 46 minutes 16 seconds East for
a distance of 59.52 feet to a point; THENCE South 72 degrees 16 minutes 10 seconds East for a
distance of 99.28 feet to a point; THENCE South 72 degrees 16 minutes 20 seconds East for a
distance of 152.40 feet to a point on the westerly right-of-way line



3









 







of Elkins Street; THENCE along said westerly right-of-way line, South 17 degrees 53 minutes 20
seconds West for a distance of 299.96 feet to the POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 1.908 acres, as more fully shown and delineated as Tract 4 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by R.A. Hathaway, Georgia Registered Land Surveyor No. 1550 of
Post, Buckley, Schuh & Jernigan, Inc., dated November 23, 2004.



Parcel 2, A-4 Software Testing Building:




Tax parcel 14 -0098-LL-022-9




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 97 and 98, 14th District,
Fulton County, Georgia, and being more particularly described as follows:



COMMENCING at a point at the intersection of the northwesterly right-of-way of Atlanta Avenue
(right-of-way varies) and the southwesterly right-of-way of Doug Davis Drive (65 feet
right-of-way); proceeding thence northwesterly along said right-of-way of Doug Davis Drive a
distance of 260.76 feet to 3/8" rebar found, said point being the POINT OF BEGINNING; thence leaving
said right-of-way of Doug Davis Drive and proceeding South 31 degrees 47 minutes 51 seconds West a
distance of 452.92 feet to a 5/8" rebar found on the northerly right-of-way of Airport Loop Road
(right-of-way varies), said rebar found 0.36 feet South and 0.82 feet East from 1/2" rebar found;
thence proceeding along said right-of-way of Airport Loop Road North 58 degrees 09 minutes 50
seconds West a distance of 250.00 feet to a 5/8" rebar found; thence leaving said right-of-way of
Airport Loop Road and proceeding North 31 degrees 47 minutes 51 seconds East a distance of 452.78
feet to a 5/8" rebar found on the southwesterly right-of-way of Doug Davis Drive; thence proceeding
South 58 degrees 11 minutes 48 seconds East a distance of 250.00 feet to the POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 113,213 square feet or 2.5990 acres, as more fully shown and
delineated on that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American
Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance
Company, and Lawyers Title Insurance Corporation, prepared by Jon G. Adams, Georgia Registered Land
Surveyor No. 2768 of Travis Pruitt and Associates, Inc., dated November 19, 2004, revised November
23, 2004.



Parcel 3, Reliability Center:




Tax parcel 14 -0098-LL-023-7




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 97 and 98, 14th District,
Fulton County, Georgia, and being more particularly described as follows:



4









 





COMMENCING at a point at the intersection of the northwesterly right-of-way of Atlanta Avenue
(right-of-way varies) and the southwesterly right-of-way of Doug Davis Drive (65 feet
right-of-way); proceeding thence northwesterly along said right-of-way of Doug Davis Drive a
distance of 260.76 feet to 3/8" rebar found; thence continuing along said right-of-way of Doug Davis
Drive North 58 degrees 11 minutes 48 seconds West a distance of 250.00 feet to a 5/8" rebar found,
said point being the POINT OF BEGINNING; thence leaving said right-of-way of Doug Davis Drive and
proceeding South 31 degrees 47 minutes 51 seconds West a distance of 452.78 feet to a 5/8" rebar
found on the northerly right-of-way of Airport Loop Road (right-of-way varies); thence proceeding
along said right-of-way of Airport Loop Road North 58 degrees 09 minutes 50 seconds West a distance
of 914.38 feet to a 1/2" rebar found; thence leaving said right-of-way of Airport Loop Road and
proceeding North 31 degrees 40 minutes 39 seconds East a distance of 452.26 feet to a 1/2" rebar
found on the southwesterly right-of-way of Doug Davis Drive; thence proceeding along said
right-of-way of Doug Davis Drive South 58 degrees 11 minutes 48 seconds East a distance of 915.33
feet to the POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 413,989 square feet or 9.5038 acres, as more fully shown and
delineated on that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American
Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance
Company and Lawyers Title Insurance Corporation, prepared by Jon G. Adams, Georgia Registered Land
Surveyor No. 2768 of Travis Pruitt and Associates, Inc., dated November 19, 2004, revised November
23, 2004.



Parcel 4, Reservations Center:




Tax parcels 14 -0098-LL-031-0 and 14 -0098-0006-047-9




ALL THAT TRACT or parcel of land lying and being in Land Lot 98 of the 14th District,
City of Hapeville, Fulton County, Georgia, and being more particularly described as follows:



BEGIN at a brass right-of-way marker found, Marked AP104, on the northeastern right-of-way line of
Doug Davis Drive (having a 65 foot right-of-way width), said brass marker being North 1330864.2320
East 2220756.8840 on the Georgia State Plane Coordinate System, North American Datum of 1983,
thence leaving said northeastern right-of-way line, run in a generally northeasterly direction
along the southeastern boundary line of property now or formerly owned by Delta Air Lines, Inc.,
the following courses and distances: North 43 degrees 28 minutes 23 seconds East a distance of
153.78 feet to an iron pin found; North 22 degrees 53 minutes 04 seconds East a distance of 49.53
feet to a point; North 42 degrees 14 minutes 42 seconds East a distance of 184.99 feet to a point;
thence continuing along said southeastern boundary line of property now or formerly owned by Delta
Air Lines, Inc., North 42 degrees 26 minutes 56 seconds East a distance of 643.57 feet to a point,
thence leaving said boundary lines of property, run South 54 degrees 21 minutes 55 seconds East a
distance of 67.53 feet to a point; thence North 40 degrees 40 minutes 28 seconds East a distance of
170.75 feet to a point on the southwestern right-of-way line of Central Avenue (having a variable
right-of-way width); run thence along said southwestern right-of-way line in a generally
southeasterly direction, the



5









 







following courses and distances: South 54 degrees 54 minutes 58 seconds East a distance of 61.15
feet to a point; South 38 degrees 10 minutes 18 seconds West a distance of 25.03 feet to a point;
South 54 degrees 46 minutes 24 seconds East a distance of 40.06 feet to a point; thence along the
southwestern right-of-way line of Central Avenue, South 54 degrees 46 minutes 24 seconds East a
distance of 191.63 feet to an iron pin found; thence along the southwestern right-of-way line of
Central Avenue, South 54 degrees 46 minutes 24 seconds East a distance of 497.29 feet to an iron
pin set; thence leaving said southwestern right-of-way line, run along the northwestern boundary
line of property now or formerly a “City Park” South 35 degrees 13 minutes 31 seconds West a
distance of 239.53 feet to an iron pin set, run thence along the northern and western boundary line
of property now or formerly owned by First National Bank of Atlanta in a generally northwesterly,
southwesterly and southeasterly direction the following courses and distances: North 88 degrees 59
minutes 11 seconds West a distance of 78.48 feet to an iron pin found; North 73 degrees 57 minutes
36 seconds West a distance of 54.39 feet to an iron pin found; South 76 degrees 51 minutes 42
seconds West a distance of 147.41 feet to an iron pin found; South 70 degrees 23 minutes 26 seconds
West a distance of 64.07 feet to an iron pin found; South 67 degrees 47 minutes 00 seconds West a
distance of 72.40 feet to an iron pin found; South 74 degrees 31 minutes 22 seconds West a distance
of 249.00 feet to an iron pin found; South 16 degrees 44 minutes 46 seconds West a distance of
154.29 feet to an iron pin found; South 03 degrees 13 minutes 44 seconds East a distance of 210.34
feet to an iron pin found; and South 32 degrees 01 minutes 39 seconds West a distance of 96.77 feet
to an iron pin found on the northeastern right-of-way line of Doug Davis Drive run thence along
said northeastern right-of-way line in a generally northwesterly direction, the following courses
and distances: North 58 degrees 04 minutes 40 seconds West a distance of 534.66 feet to an iron
pin found and North 58 degrees 04 minutes 30 seconds West a distance of 191.35 feet to a brass
right-of-way marker found, marked AP104, said brass marker being the POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 17.97065 acres, as more fully shown and delineated on that
ALTA/ACSM Land Title Survey entitled “Delta Reservations Center, 700 South Central Avenue” for
Delta Air Lines, Inc., General Electric Capital Corporation, American Express Travel Related
Services Company, Inc., Chicago Title Insurance Company and Lawyers Title Insurance Corporation,
prepared by R.A. Hathaway, Georgia Registered Land Surveyor No. 1550 of Post, Buckley, Schuh &
Jernigan, Inc., dated November 23, 2004.



Parcel 9 (East of Lang Ave.), Tract One:




Tax parcel 14 -0127-LL-112-3




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 127, District 14, Fulton County,
Georgia, and being more particularly described as follows:



BEGINNING at a nail set located at the intersection of the easterly right-of-way (R/W) of Lang
Avenue (40'R/W) with the southerly R/W of Custer Street (50'R/W); THENCE continue along the
southerly R/W of Custer Street S86°11'25"E 167.62' to an IPF; THENCE leaving said R/W



6









 







S01°44'10"W 150.88' to a nail set; THENCE S87°41'00"E 166.50' to a nail set located on the westerly
R/W of Elkins Street 40'R/W; THENCE continue along said R/W along a curve to the left an arc
distance of 50.00' (said curve being subtended by a chord bearing of S04°40'10"W and a chord
distance of 50.00' having a radius of 1,020.63') to a point; THENCE continue along said R/W
S03°29'20"W 49.97' to a point; THENCE continue along said R/W S02°23'30"W 49.97' to a point; THENCE
continue along said R/W S02° 34'30"W 49.94' to a nail set; THENCE leaving said R/W N87°36'15"W
162.50' to an IPF; THENCE continue N87°35'42"W 166.39' to a nail set located on the easterly R/W of
Lang Avenue; THENCE continue along the easterly R/W of Lang Avenue N02°00'00"E 198.80' to an IPF;
THENCE continue along said R/W N01°29'30"E 155.80' to a nail set and the Point of Beginning.



SAID TRACT OR PARCEL OF LAND contains 2.101 acres, as more fully shown and delineated as Parcel 9
(East of Lang Ave.), Tract One, on that ALTA/ACSM Land Title Survey for Delta Air Lines, Inc.,
General Electric Capital Corporation, as Collateral Agent, American Express Travel Related Services
Company, Inc., as Collateral Agent, Lawyers Title Insurance Corporation, Chicago Title Insurance
Company and LandAmerica National Commercial Services, prepared by George M. Venable, Jr., Georgia
Registered Land Surveyor No. 1331 of Bostwick, Duke, Harper & Worthy, Inc., dated November 16,
2004, revised November 23, 2004.



Parcel 9 (East of Lang Ave.), Tract Two:




Tax parcel 14 -0127-LL-113-1




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 127, District 14, Fulton County,
Georgia, and being more particularly described as follows:



Commence at a nail set located at the intersection of the easterly right-of-way (R/W) of Lang
Avenue (40'R/W) with the southerly R/W of Custer Street (50'R/W); THENCE continue along the
southerly R/W of Custer Street S86°11'25"E 167.62' to an IPF and the POINT OF BEGINNING; THENCE
continue along said R/W S88°34'09"E 50.35' to a nail set; THENCE Continue along said R/W on a curve
to the right an arc distance of 140.74' (said curve being subtended by a chord bearing of
S79°30'11"E and a chord distance of 140.47' having a radius of 652.48') to an IPF located at
intersection of the southerly R/W of Custer Street with the westerly R/W of Elkins Street (40'R/W);
THENCE along the westerly R/W of Elkins Street along a curve to the left an arc distance of 133.51'
(said curve being subtended by a chord bearing of S11°31'46"W and a chord distance of 133.38'
having a radius of 892.60') to a nail set; THENCE leaving said R/W N87°41'00"W 166.50' to a nail
set; THENCE N01°44'10"E 150.88' to an IPF located on the southerly R/W of Custer Street and the
Point of Beginning.



SAID TRACT OR PARCEL OF LAND contains 0.595 acres, as more fully shown and delineated as Parcel 9
(East of Lang Ave.), Tract Two, on that ALTA/ACSM Land Title Survey for Delta Air Lines, Inc.,
General Electric Capital Corporation, as Collateral Agent, American Express Travel Related Services
Company, Inc., as Collateral Agent, Lawyers Title Insurance Corporation, Chicago Title Insurance
Company and LandAmerica National Commercial



7









 







Services, prepared by George M. Venable, Jr., Georgia Registered Land Surveyor No. 1331 of
Bostwick, Duke, Harper & Worthy, Inc., dated November 16, 2004, revised November 23, 2004.



Parcel 7, Camp Creek Employee Parking Lot and Access Easement:




Camp Creek Employee Parking Lot:




Tax parcels 13 -0005-LL-001-7 and 13 -0005-LL-004-1




ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 5, 13th District, Fulton
County Georgia and being more particularly described as follows:



BEGINNING at a 1-inch open top found at the intersection of the northern right-of-way line First
Avenue (50 foot R/W) and the former eastern right-of-way line of Alcott Place (50 foot R/W) (said
point of beginning having a Georgia State Plane (West Zone) NAD 1983 value of north 1324738.53 and
east 2205719.90); thence along said eastern right-of-way line North 17 degrees 44 minutes 17
seconds West a distance of 682.52 feet to a iron pin set; thence leaving said right-of-way line
North 88 degrees 14 minutes 22 seconds East a distance of 225.08 feet to a iron pin set; thence
North 41 degrees 57 minutes 59 seconds East a distance of 490.58 feet to a iron pin set; thence
South 48 degrees 10 minutes 02 seconds East a distance of 40.50 feet to a iron pin set; thence
North 41 degrees 57 minutes 59 seconds East a distance of 98.77 feet to a iron pin set; thence
North 48 degrees 10 minutes 02 seconds West a distance of 40.50 feet to a iron pin set; thence
North 41 degrees 57 minutes 59 seconds East a distance of 336.04 feet to a iron pin set; thence
North 01 degrees 45 minutes 38 seconds West a distance 316.62 feet to a iron pin set; thence North
38 degrees 32 minutes 09 seconds West a distance of 256.40 feet to an iron pin set; thence North 01
degrees 45 minutes 38 seconds West a distance of 41.76 feet to a iron pin set; thence North 38
degrees 32 minutes 09 seconds West a distance of 396.02 feet to an iron pin set; thence North 29
degrees 25 minutes 41 seconds West a distance of 204.83 feet to an iron pin set; thence along the
arc of a curve to the right (said curve having a radius of 29.30 feet with a chord length of 50.56
feet on a bearing of North 30 degrees 12 minutes 07 seconds East) an arc distance of 60.99 feet to
a iron pin set on the southern right-of-way line of Northwest Drive (50 foot R/W); thence along
said right-of-way line North 89 degrees 49 minutes 55 seconds East a distance of 365.00 feet to a
iron pin set; thence leaving said right-of-way line South 15 degrees 10 minutes 33 seconds East a
distance of 173.87 feet to a iron pin set; thence South 89 degrees 53 minutes 25 seconds East a
distance of 70.03 feet to an iron pin set; thence North 22 degrees 32 minutes 55 seconds East a
distance of 182.43 feet to an iron pin set on the southern right-of-way line of said Northwest
Drive; thence along said right-of-way line North 89 degrees 49 minutes 55 seconds East a distance
of 268.38 feet to an iron pin set; thence leaving said right-of-way line South 00 degrees 32
minutes 07 seconds East a distance of 33.09 feet to an iron pin set; thence along the arc of a
curve to the right (said curve having a radius of 350.00 feet with a chord length of 478.49 feet on
a bearing of South 44 degrees 52 minutes 56 seconds East) an arc distance of 526.83 feet to a iron
pin set; thence South 01 degrees 45 minutes 38 seconds East a distance of 243.54 feet to an iron
pin set; thence South 88 degrees 14 minutes 22 seconds West a distance of 24.00 feet to an iron pin
set; thence South 01 degrees 45 minutes 38 seconds East a distance of 1829.99 feet to an iron pin
set on the northern right-of-way line of said First Avenue;



8









 





thence along said right-of-way line South 88 degrees 14 minutes 22 seconds West a distance of 91.00
feet to an iron pin set; thence along said right-of-way line North 89 degrees 49 minutes 34 seconds
West a distance of 150.15 feet to an iron pin set; thence along said right-of-way line North 89
degrees 29 minutes 41 seconds West a distance of 1098.02 feet to a 1-inch open top found and the
TRUE POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 57.558 acres, as more fully shown and delineated on that
Property Survey for Delta Air Lines, Inc., entitled “Delta Parking Lot,” prepared by Chester M.
Smith, Jr., Georgia Registered Land Surveyor No. 1445 of Metro Engineering and Surveying Co., Inc.,
dated November 5, 2004, revised November 23, 2004.



Access Easement:




TOGETHER WITH the Access Easement appurtenant to the foregoing Parcel 7 by virtue of that Limited
Warranty Deed from Gateway Airport Associates, L.P. to Delta Air Lines, Inc., dated March 21, 1997,
filed March 24, 1997, recorded in Deed Book 22352, Page 255, aforesaid records, over and across the
following Access Easement Area:



ALL THAT TRACT OR PARCEL OF LAND, lying and being in Land Lot 5 of the 13th District of
Fulton County, Georgia being more particularly described as follows:



Commencing at the former intersection of the northeasterly right-of-way line of Oak Hill Drive (50
foot right-of-way) and the northern right-of-way line of Northwest Drive (50 foot right-of-way) and
running thence in a northeasterly direction along said northern right-of-way line of Northwest
Drive a distance of 801.86 feet to a point along the northern right-of-way of Northwest Drive, said
point being THE TRUE POINT OF BEGINNING; thence leaving said right-of-way and running North 00
degrees 32 minutes 07 seconds East a distance of 233.45 feet to a point on the southern
right-of-way line of Camp Creek Parkway (variable width right-of-way) and also being located on the
land lot line common to Land Lot 5 of the 13th District and Land Lot 192 of the 14th District of
Fulton County; thence easterly along said right-of-way and common land lot line South 89 degrees 27
minutes 53 seconds East a distance of 100.0 feet to a point; thence leaving said right-of-way and
common land lot line and running South 00 degrees 32 Minutes 07 seconds West a distance of 232.22
feet to a point on the northern right of way line of Northwest Drive (50 foot right-of-way); thence
running in a southwesterly direction along said right-of-way line a distance of 100.01 feet to a
point, said point being the TRUE POINT OF BEGINNING.



SAID ACCESS EASEMENT AREA contains 0.5345 acre, as more fully shown and delineated as
Ingress/Egress Drive Easement on that Property Survey for Delta Air Lines, Inc., entitled “Delta
Parking Lot,” prepared by Chester M. Smith, Jr., Georgia Registered Land Surveyor No. 1445 of Metro
Engineering and Surveying Co., Inc., dated November 5, 2004, revised November 23, 2004.



9









 





3425 & 3429 Elkins Street:




3425 Elkins Street:




Tax parcel 14 -0127-0003-040-2




ALL THAT TRACT OF LAND lying and being in the City of Hapeville, Land Lot 127 of the
14th District of Fulton County, Georgia, being more particularly described as follows:



TO FIND THE TRUE POINT OF BEGINNING, BEGIN at an iron pin found at the intersection of the southern
right-of-way line of Orchard Street (40 foot right-of-way) with the western right-of-way line of
Elkins Street (40 foot right-of-way), said iron pin located at a point having State Plane
Coordinates, Georgia West Zone (NAD 83) of North 1,331,523.97 and East 2,219,436.72, and run thence
along said right-of-way of Elkins Street the following courses and distances: North 0 degrees 41
minutes 08 seconds West 40.03 feet to a 1" open top pipe located at the intersection of the
northern right-of-way line of Orchard Street (40 foot right-of-way) with the western right-of-way
line of Elkins Street (40 foot right-of-way); North 1 degree 39 minutes 42 seconds East 50.04 feet
to a 1" crimped top pipe found; North 1 degree 26 minutes 44 seconds East 50.02 feet to a 1" open
top pipe found; North 1 degree 10 minutes 23 seconds East 50.00 feet to a computed point, said
computed point being the TRUE POINT OF BEGINNING; from the TRUE POINT OF BEGINNING as thus
established, continue along said right-of-way line of Elkins Street North 1 degree 10 minutes 23
seconds East 50.00 feet to a 1/2" rebar set; thence leave said right-of-way line of Elkins Street and
run North 88 degrees 46 minutes 39 seconds West 162.50 feet to a 1/2" rebar found; thence run South 0
degrees 58 minutes 33 seconds West 49.96 feet to a computed point; thence run South 88 degrees 45
minutes 46 seconds East 162.33 feet to the TRUE POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 8,117 square feet, as more fully shown and delineated as 3425
Elkins Street (Lot 89) on that ALTA/ACSM Land Title Survey for General Electric Capital
Corporation, American Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago
Title Insurance Company, and Lawyers Title Insurance Corporation, prepared by R.A. Hathaway,
Georgia Registered Land Surveyor No. 1550 of Post, Buckley, Schuh & Jernigan, Inc., dated November
23, 2004.



3429 Elkins Street:




Tax parcel 14 -0127-0003-041-0




ALL THAT TRACT OF LAND lying and being in the City of Hapeville, Land Lot 127 of the
14th District of Fulton County, Georgia, being more particularly described as follows:



TO FIND THE TRUE POINT OF BEGINNING, BEGIN at an iron pin found at the intersection of the southern
right-of-way line of Orchard Street (40 foot right-of-way) with the western right-of-way line of
Elkins Street (40 foot right-of-way), said iron pin located at a point having State Plane
Coordinates, Georgia West Zone (NAD 83) of North 1,331,523.97 and East 2,219,436.72,



10









 







and run thence along said right-of-way of Elkins Street the following courses and distances: North
0 degrees 41 minutes 08 seconds West 40.03 feet to a 1" open top pipe located at the intersection
of the northern right-of-way line of Orchard Street (40 foot right-of-way) with the western
right-of-way line of Elkins Street (40 foot right-of-way); North 1 degree 39 minutes 42 seconds
East 50.04 feet to a 1" crimped top pipe found; North 1 degree 26 minutes 44 seconds East 50.02
feet to a 1" open top pipe found; said open top pipe being the TRUE POINT OF BEGINNING; from the
TRUE POINT OF BEGINNING as thus established, leave said right-of-way line of Elkins Street and run
North 88 degrees 44 minutes 52 seconds West 162.16 feet to a 1/2" rebar found, thence run North 0
degrees 58 minutes 33 seconds East 49.96 feet to a computed point, thence run South 88 degrees 45
minutes 46 seconds East 162.33 feet to a computed point located on said right-of-way line of Elkins
Street, thence along said right-of-way line of Elkins Street run South 1 degree 10 minutes 23
seconds West 50.00 feet to the TRUE POINT OF BEGINNING.



SAID TRACT OR PARCEL OF LAND contains 8,109 square feet, as more fully shown and delineated as 3429
Elkins Street (Lot 88) on that ALTA/ACSM Land Title Survey for General Electric Capital
Corporation, American Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago
Title Insurance Company, and Lawyers Title Insurance Corporation, prepared by R.A. Hathaway,
Georgia Registered Land Surveyor No. 1550 of Post, Buckley, Schuh & Jernigan, Inc., dated November
23, 2004.




11












 





EXHIBIT B




          THIS SECOND LIEN SECURITY AGREEMENT is subject to the terms and provisions of the
Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority
Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as collateral agent for
the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the Guarantors
(as defined below).




SECOND LIEN SECURITY AGREEMENT 




     SECOND LIEN SECURITY AGREEMENT, dated as of April 30, 2007 (as this agreement may be amended,
restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), by and among DELTA AIR LINES, INC., a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), and GOLDMAN SACHS CREDIT PARTNERS L.P., acting as collateral agent (in such
capacity, the “Collateral Agent”) on behalf of the Second Priority Secured Parties (as
defined below).



R E C I T A L S




     WHEREAS, in connection with the execution and delivery of this Agreement, the Grantors are
entering into a Second Lien Term Loan and Guaranty Agreement, dated as of the date hereof (as such
agreement may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”) among the Borrower, the Guarantors and Goldman Sachs
Credit Partners, L.P., as administrative agent for the financial institutions party thereto (the
“Lenders”), the Collateral Agent, Barclays Capital, as syndication agent and joint
bookrunner, Goldman Sachs Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as
co-lead arrangers and joint bookrunners, Credit Suisse Securities (USA) LLC and C.I.T. Leasing
Corporation, as co-documentation agents, and the Lenders; and



     WHEREAS, pursuant to the guaranty set forth in Section 9 of the Credit Agreement, the
Guarantors have agreed to guarantee the payment in full of all the Second Priority Obligations (as
defined below); and



     WHEREAS, it is a condition to the making of Loans (as defined in the Credit Agreement) that
the Grantors shall have granted a security interest in and lien on the Collateral as security for
the Second Priority Obligations; and



     WHEREAS, the parties hereto desire to more fully set forth their respective rights in
connection with such security interest and lien;



     NOW, THEREFORE, to secure the prompt and complete payment when due of the Second Priority
Obligations for the benefit of the Collateral Agent on behalf of the Second Priority Secured
Parties, for good and valuable consideration, the receipt of which is hereby acknowledged, each of
the Grantors and the Collateral Agent, on behalf of the Second Priority













 







Secured Parties (and each of their respective successors or permitted assigns), hereby agree as
follows:



ARTICLE I




DEFINITIONS




     SECTION 1.01. Definition of Certain Terms Used Herein. As used herein, the following
terms shall have the following meanings:



     “Account Debtor” shall mean any Person who is or may become obligated to any Grantor
under, with respect to, or on account of an Account.



     “Accounts” shall mean all of any Grantor’s “accounts” as such term is defined in
Article 9 of the UCC.



     “Additional Grantor” shall have the meaning given to that term in Section 7.05 of this
Agreement.



     “Administrative Agent” shall mean Goldman Sachs Credit Partners L.P., as
administrative agent on behalf of the Lenders.



     “Amex/Delta Agreements” shall mean, collectively, (i) that certain Delta American
Express Co-Branded Credit Card Program Agreement, dated as of January 1, 2001, originally among
Amex, American Express Centurion Bank, the Borrower and DLMS and (ii) that certain Membership
Rewards Agreement, dated as of January 1, 2001, among Amex, the Borrower and DLMS, in each case
together with all extensions, renewals, amendments, supplements, addenda, modifications,
substitutions and replacements thereto and thereof.



     “Borrower” shall have the meaning given to that term in the first paragraph of this
Agreement.



     “Card Service Agreement” shall mean that certain Airline Card Service Agreement, dated
as of January 1, 2001, between Amex and the Borrower, together with all extensions, renewals,
amendments, supplements, addenda, modifications, substitutions and replacements thereto and
thereof.



     “Chattel Paper” shall mean all “chattel paper” as such term is defined in Article 9 of
the UCC.



     “Collateral” shall mean, subject to Section 2.03 of this Agreement, all of any
Grantor’s right, title and interest in and to all of the following: (a) Accounts, (b) Documents,
(c) Equipment, (d) Goods, including without limitation, Goods that are or are to become Fixtures,
(e) General Intangibles, (f) Inventory, (g) Deposit Accounts, (h) Investment Property, (i)
Instruments, (j) Chattel Paper, (k) Commercial Tort Claims listed on Schedule VI (as such
schedule may be amended or supplemented from time to time), (l) Letter-of-Credit Rights that
constitute Supporting Obligations, (m) Supporting Obligations, (n) Intellectual Property, and (o)



2









 







to the extent not otherwise included, all Proceeds of the foregoing, in each case whether now
owned or hereafter acquired and wherever the same may be located; provided,
however, that in no event shall “Collateral” include any Excluded Property.



     “Collateral Agent” shall have the meaning given to that term in the first paragraph of
this Agreement.



     “Commercial Tort Claims” shall mean all “commercial tort claims”, as such term is
defined in Article 9 of the UCC, which are held or owned by any Grantor.



     “Copyright License” shall mean any written agreement, now or hereafter in effect,
granting any right to any third party under any Copyright now or hereafter owned by any Grantor or
which such Grantor otherwise has the right to license, or granting any right to such Grantor under
any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any
such agreement.



     “Copyrights” shall mean all United States, state and foreign copyrights, including,
but not limited to, copyrights in software and databases, and all Mask Works (as defined under 17
U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, now or hereafter in
force, and, with respect to any and all of the following: (a) all registrations and recordings
thereof and all applications in connection therewith, including, without limitation, registrations,
recordings and pending applications for registration in the United States Copyright Office listed
on Schedule I, (b) all extensions, continuations, reversions and renewals thereof, (c) all
rights corresponding thereto throughout the world, (d) all rights to sue at law or in equity for
any past, present and future infringement, misappropriation, dilution, violation or other
impairment thereof, including, without limitation, the right to receive all income, royalties,
proceeds and damages thereof, whether now or hereafter due or payable, and (e) all payments and
royalties and rights to payments and royalties arising out of the sale, lease, license, assignment
or other disposition thereof.



     “Credit Agreement” shall have the meaning given to that term in the first paragraph of
the recitals to this Agreement.



     “Deposit Account” shall mean a “deposit account” as such term is defined in Article 9
of the UCC.



     “DLMS” shall mean Delta Loyalty Management Services, LLC.



     “Documents” shall mean all “documents” as such term is defined in Article 9 of the
UCC.



     “Equipment” shall mean all of any Grantor’s “equipment” as such term is defined in the
UCC.



     “Excluded Equipment” shall mean (a) Equipment financed, in whole or in part, by ARB
Indebtedness or which secures other Indebtedness permitted to be secured thereby under the Credit
Agreement to the extent the granting of a security interest in such Equipment would constitute a
breach or violation of a valid and effective restriction in favor of a third party or,



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with respect to any such Equipment financed in whole or in part by ARB Indebtedness, give rise
to any valid and effective indemnification obligations or any valid and effective right to
terminate or commence the exercise of remedies under such restrictions and (b) aircraft, engines
and spare parts to the extent excluded from Article 9 of the UCC; provided, that “Excluded
Equipment” shall not include Proceeds, substitutions or replacements of Excluded Equipment (unless
such Proceeds, substitutions or replacements would constitute Excluded Equipment, but only to the
extent, and for so long as, such restriction is not terminated or rendered unenforceable or
otherwise deemed ineffective by the UCC or any other applicable law).



     “Excluded Equity Interests” shall mean (a) any Equity Interests held by any Grantor in
(i) Delta Air Lines, Inc. and Pan American World Airways, Inc., GMBH, (ii) Guardant, Inc., (iii)
Aero Assurance Ltd., (iv) New Sky, Ltd., (v) Atlanta Airlines Terminal Corp. and (vi) ARNIC
Incorporated and (b) any Margin Stock held by any Grantor.



     “Excluded Property” shall have the meaning set forth in Section 2.03.



     “Excluded SkyMiles Assets” shall mean all right, title and interest of (a) DLMS in the
following property, whether now owned or at any time hereafter acquired by it: all Chattel Paper,
all Documents, all General Intangibles, all Goods, all Inventory, all Equipment, all Instruments,
all Investment Property, all Supporting Obligations and Letter of Credit Rights, and all Proceeds
of each of the foregoing, in each case to the extent related to the Amex/Delta Agreements or the
Delta SkyMiles program and (b) the Borrower in the Amex/Delta Agreements and the Card Service
Agreement; provided, however, that Excluded SkyMiles Assets shall not include any
Deposit Account or Securities Account (or any Financial Assets credited to any such account or any
Security Entitlements held in any such account).



     “Financial Asset” shall mean a “financial asset” as such term is defined in Article 8
of the UCC.



     “First Priority Obligations Payment Date” shall have the meaning set forth in the
Intercreditor Agreement.



     “Fixtures” shall mean all “fixtures” as such term is defined in Article 9 of the UCC.



     “General Intangibles” shall mean all of any Grantor’s “general intangibles” as such
term is defined in Article 9 of the UCC.



     “Goods” shall have the meaning assigned to such term in Article 9 of the UCC.



     “Grantors” shall have the meaning given to that term in the first paragraph of this
Agreement.



     “Guarantors” shall have the meaning given to that term in the first paragraph of this
Agreement.



     “Indemnitee” shall mean, with respect to any Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and such Affiliates.



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     “Instrument” shall mean an “instrument” as such term is defined in Article 9 of the
UCC.



     “Intellectual Property” shall mean all intellectual property of any Grantor of every
kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs,
Patents, Copyrights, Licenses, Trademarks, trade secrets, correspondence, confidential or
proprietary technical and business information, know-how, show-how or other data or information,
all Software and databases and all embodiments or fixations thereof and related documentation, and
all other computer materials, created or owned by any Grantor, registrations and franchises, and
all additions and improvements.



     “Inventory” shall mean all of any Grantor’s “inventory” as such term is defined in
Article 9 of the UCC.



     “Investment Property” shall mean all of any Grantor’s “investment property”, as such
term is defined in Article 9 of the UCC.



     “Joinder” shall have the meaning given to that term in Section 7.05 of this Agreement.



     “Lenders” shall have the meaning given to that term in the first paragraph of the
recitals to this Agreement.



     “Letter-of-Credit Rights” shall mean any “letter-of-credit right” as such term is
defined in Article 9 of the UCC.



     “License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense to which any Grantor is a party, whether as licensor or licensee (other than
those license agreements in existence on the date hereof or entered into after the date hereof,
which by their terms prohibit the grant of a security interest by such Grantor as licensee
thereunder).



     “Patent License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in
existence, or granting to any Grantor any right to make, use or sell any invention on which a
Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor
under any such agreement.



     “Patents” shall mean all United States and foreign patents and certificates of
invention, or similar industrial property rights, now or hereafter in force, including, but not
limited to each such United States patent registered in the USPTO referred to in Schedule
II, and with respect to any and all of the foregoing, (a) all grants thereof and applications
therefor including, without limitation, such United States patents and patent applications referred
to in Schedule II, (b) all reissues, divisionals, continuations, continuations-in-part,
extensions, renewals, and reexaminations of the foregoing, (c) all rights corresponding thereto
throughout the world, (d) all inventions and improvements described therein, (e) all rights to sue
at law or in equity for any past, present and future infringement, misappropriation, violation or
other impairment thereof, including, without limitation, the right to receive all income,
royalties, proceeds and damages therefore, whether now or hereafter due or payable, and (f) all
payments and royalties and rights



5









 







to payments and royalties arising out of the sale, lease, license, assignment, or other
disposition thereof.



     “Perfection Certificate” shall mean a certificate substantially in the form of
Exhibit A hereto, completed and supplemented with the schedules and attachments
contemplated thereby, and duly executed by a Responsible Officer of the Borrower and each
Guarantor.



     “Person” shall mean any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, governmental authority or other entity.



     “Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC.



     “Second Priority Obligations” shall have the meaning set forth in the Intercreditor
Agreement.



     “Second Priority Obligations Payment Date” shall have the meaning set forth in the
Intercreditor Agreement.



     “Second Priority Secured Parties” shall have the meaning set forth in the
Intercreditor Agreement.



     “Securities” shall mean all “securities” as such term is defined in Article 8 of the
UCC.



     “Securities Account” shall mean a “securities account” as such term is defined in
Article 8 of the UCC.



     “Security Entitlement” shall mean a “securities entitlements” as such term is defined
in Article 8 of the UCC.



     “Security Interest” shall have the meaning given to that term in Section 2.01.



     “Software” shall mean any computer program and any supporting information provided in
connection with any transaction relating to any such program.



     “Supporting Obligations” shall mean all “supporting obligations” as such term is
defined in Article 9 of the UCC.



     “Trademark License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or
which any Grantor otherwise has the right to license, or granting to any Grantor any right to use
any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any
such agreement.



     “Trademarks” shall mean all United States, state and foreign trademarks, service
marks, certification marks, collective marks, trade names, corporate names, company names, business
names, fictitious business names, Internet domain names, trade styles, logos, other source or
business identifiers, designs and general intangibles of a like nature, rights of publicity and
privacy pertaining to the names, likeness, signature and biographical data of natural persons (to



6









 







the extent any such rights validly exist), now or hereafter in force, including, but not
limited to, each such United States trademark registered in the USPTO referred to in Schedule
III, and, with respect to any and all of the foregoing: (a) all registrations and recordation
thereof and all applications in connection therewith including, but not limited to, such United
States registrations and applications referred to in Schedule III, (b) all renewals and
extensions thereof, (c) the goodwill of the business associated therewith and symbolized thereby,
(d) all rights corresponding thereto throughout the world, (e) all rights to sue at law or in
equity for any past, present and future infringement, misappropriation, dilution, violation or
other impairment thereof, including, without limitation, the right to receive all income,
royalties, proceeds and damages therefore, whether now or hereafter due or payable, and (f) all
payments and royalties and rights to payments and royalties arising out of the sale, lease, license
assignment or other disposition thereof.



     “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York
from time to time.



     “USPTO” shall mean the United States Patent and Trademark Office.



     SECTION 1.02. Other Terms. Unless the context otherwise requires, terms used in this
Agreement (whether capitalized or not), other than those set forth in Section 1.01 hereof or
elsewhere in this Agreement, shall have the meanings given to them in the UCC. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The terms “knowledge” or “aware” or words of similar import shall mean, when used in
reference to any Grantor, the actual knowledge of any Responsible Officer. Capitalized terms not
defined herein shall have the meanings given to those terms in the Credit Agreement.



ARTICLE II




SECURITY INTERESTS




     SECTION 2.01. Grants of Security Interests. As security for the payment or
performance, as the case may be, in full of the Second Priority Obligations, each Grantor hereby
grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of
the Second Priority Secured Parties, a security interest in, all of such Grantor’s right, title and
interest in, to and under the Collateral (the “Security Interest”). Without limiting any
of the foregoing, the Collateral Agent is hereby authorized to file one or more financing
statements (including fixture filings or financing statements describing the Collateral as “all
assets (other than Excluded Property)” or “all personal property (other than Excluded Property)” of
the debtor or words of similar effect or with greater detail), continuation statements and, with
prior notice to the Borrower, filings with the USPTO or United States Copyright Office (or any
successor office) for the purpose of perfecting, confirming, continuing, enforcing or protecting
its Security Interest in the Collateral, without the signature of any Grantors, and naming any
Grantor or the Grantors as debtors and the Collateral Agent as secured party.



     SECTION 2.02. No Assumption of Liability. The Security Interest is granted as
security only and shall not subject the Collateral Agent or any other Second Priority Secured Party
to, or



7









 







in any way alter or modify, any obligation or liability of any Grantor with respect to or
arising out of the Collateral.



     SECTION 2.03. Excluded Property. The security interest granted under Section
2.01 shall not attach to (a) any interests of any of the Grantors in the joint ventures set
forth on Schedule V attached hereto and any subsequent joint ventures in which the Grantors invest,
but only to the extent that applicable law or the organizational documents (including other
applicable agreements among the investors in such joint venture) with respect to any such joint
venture (i) do not permit the grant of a security interest in such interest or an assignment of
such interest or (ii) require the consent of any third party to permit such grant of a security
interest or assignment (and such consent has not been granted), it being understood that as to any
such joint venture where the applicable organizational documents (including other agreements among
the investors in such joint venture) permit such a grant of a security interest or assignment
without the consent of any third party and in accordance with applicable law, such interest in such
joint venture shall be included in the Collateral (subject to clause (c) and clause (j) below) and
the applicable Grantor shall cause the related certificates, if any, for such joint venture to be
delivered to the Collateral Agent or the First Lien Collateral Agent within ninety (90) days from
the Closing Date (or such longer period as the Collateral Agent or the First Lien Collateral Agent
may agree), it being further understood that, in any event, the grant of the security interest
described in Section 2.01 shall extend to the proceeds (of any kind) of any disposition of any such
joint venture interests and all distributions thereon to the extent that the assignment of such
proceeds or distributions are not prohibited, (b) applications filed in the USPTO to register
trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or
service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has
been filed and accepted by the USPTO, whereupon such applications shall be automatically subject to
the lien granted herein and deemed included in the Collateral, (c) any of the Securities in each
foreign subsidiary of a Grantor in excess of sixty-five percent (65%) of the issued and outstanding
Securities of such foreign subsidiary which to the extent applicable shall include any issued and
outstanding Securities of such foreign subsidiary pledged under the Pledge Agreement so that
collectively no more than 65% of such issued and outstanding stock is pledged notwithstanding the
delivery by any Grantor to the Collateral Agent of Securities representing in excess of such
percentage, (d) the Excluded Accounts, all Financial Assets credited to such Excluded Accounts and
all Security Entitlements held in such Excluded Accounts, (e) the Grantors’ right, title or
interest in or to any property or rights in and to which the Collateral Agent has been granted a
perfected security interest pursuant to the Second Lien Aircraft Mortgage, the Second Lien SGR
Security Agreement or the Second Lien Pledge Agreement, (f) any rights or property acquired under
or in connection with a lease, contract, healthcare insurance receivable, property rights agreement
or license, so long as the grant of a security interest in such rights or property shall (i)
constitute or result in the abandonment, invalidation or unenforceability of any right, title or
interest of any Grantor therein or (ii) require the consent of a third party or constitute or
result in a breach or termination pursuant to the terms of, or a default under, any lease,
contract, healthcare insurance receivable, property rights agreement or license (other than to the
extent that any restriction on such assignment would be rendered ineffective pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law or principles of equity), provided that the
proceeds therefrom shall not be excluded from the definition of Collateral to the extent that the
assignment of such proceeds is not prohibited, (g)



8









 







any governmental permit or franchise that prohibits Liens on or collateral assignments of such
permit or franchise, (h) Goods owned by any Grantor on the date hereof or hereafter acquired that
are subject to a Lien securing an obligation or Capitalized Lease permitted to be incurred pursuant
to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is
granted (or the documentation providing for such obligation or Capitalized Lease) prohibits the
creation of any other Lien on such Goods, (i) any Intellectual Property, including without
limitation, intent-to-use trademark applications, for which the creation by a Grantor of a security
interest therein is prohibited without the consent of a third party (and such consent has not been
obtained) or by law, or would otherwise result in the loss by any Grantor of any material rights
therein (other than to the extent that any restriction on such assignment would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) or any relevant jurisdiction or any other applicable law or principles of
equity), (j) the Excluded Equity Interests, (k) the Excluded Equipment, (l) Excluded SkyMiles
Assets, (m) assets that are subject to Liens permitted by Section 6.01(a), (d), (j), (y) or (aa) of
the Credit Agreement (or the replacement, extension or renewal of any such Lien pursuant to Section
6.01(s) of the Credit Agreement) and (n) real property interests, farm products, as-extracted
collateral or timber to be cut (all of the foregoing, collectively, the “Excluded
Property”).



ARTICLE III




REPRESENTATIONS AND WARRANTIES




          The Grantors jointly and severally represent and warrant to the Collateral Agent and the
Second Priority Secured Parties that:




     SECTION 3.01. Organization. Except as otherwise changed in accordance with the terms
herein, each Grantor’s exact legal name is that which is indicated on the signature pages hereof.
Except as otherwise changed in accordance with the terms herein, each Grantor is organized under
the laws of the jurisdiction listed on Schedule IV hereto. Except as otherwise changed in
accordance with the terms herein, Schedule IV hereto further accurately sets forth each Grantor’s
organizational identification number (or accurately states that it has none) and taxpayer
identification number.



     SECTION 3.02. Title and Authority. Each Grantor has good title to the Collateral
with respect to which it has purported to grant the Security Interest hereunder and has the
requisite corporate or limited liability company power and authority to grant to the Collateral
Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform
its obligations in accordance with the terms of this Agreement.



     SECTION 3.03. Filings.



          (a) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein as of the date hereof is correct and complete in all material
respects. Upon the filing of UCC financing statements naming each Grantor as “debtor” and the
Collateral Agent as “secured party” and containing a description of the Collateral in its




9









 




jurisdiction of incorporation or organization as specified in the Perfection Certificate and
payment of the required fees, the Security Interest will constitute a valid and perfected security
interest (subject to certain Liens permitted under the Loan Documents) in favor of the Collateral
Agent (for the ratable benefit of the Second Priority Secured Parties) in all of the Collateral to
the extent a security interest can be perfected by filing under the Uniform Commercial Code as in
effect in the applicable jurisdiction from time to time, and no further or subsequent filing,
refiling, recording, rerecording, registration or reregistration is, or will be, necessary in any
such jurisdiction, except as provided under applicable law with respect to the filing of
continuation statements.




          (b) Each Grantor represents and warrants that fully executed security agreements in form
reasonably satisfactory to the Collateral Agent containing descriptions of all Collateral
consisting of United States patents and patent applications and United States trademark
registrations (and pending United States trademark registration applications, other than
intent-to-use applications) and United States registered Copyrights have been or concurrently
herewith are being delivered, or in the case of such Trademarks, will be delivered within 30 days
after the Closing Date, to the Second Lien Collateral Agent for recording by the United States
Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section
261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable,
to protect the validity of and to continue valid and perfected security interests in favor of the
Collateral Agent (for the ratable benefit of the Second Priority Secured Parties) in respect of
such Collateral.




     SECTION 3.04. Validity of Security Interest. The Security Interest constitutes a
legal, valid, binding and enforceable security interest in all the Collateral securing the payment
of the Second Priority Obligations (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor rights
generally or by general equity principles).



     SECTION 3.05. Absence of Other Liens. There are no Liens of any nature whatsoever on
the Collateral other than Permitted Liens, the Liens permitted pursuant to Section 6.01 of the
Credit Agreement (including any waiver or amendment thereto subsequent to the Closing Date) and the
Liens in favor of the Collateral Agent and the Second Priority Secured Parties pursuant to this
Agreement and the other Loan Documents. Except for filings in respect of Liens which have been
satisfied and filings that are permitted under Section 6.01 of the Credit Agreement or dispositions
permitted by Section 6.10 of the Credit Agreement, the Grantors have not filed or consented to the
filing of (a) any financing statement or analogous document under the UCC or any other applicable
laws covering any Collateral, (b) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with the USPTO or the United
States Copyright Office or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except, in each case, for Liens permitted
pursuant to the Loan Documents.



     SECTION 3.06. Commercial Tort Claims. As of the date hereof, except as specifically
described in Schedule VI, no Grantor has any Commercial Tort Claim in respect of which a



10









 







complaint or a counterclaim has been filed by such Grantor seeking damages in an amount in
excess of $5,000,000.



ARTICLE IV




COVENANTS




     SECTION 4.01. Change of Name; Location of Collateral; Records; Place of Business.



          (a) Each Grantor shall provide the Collateral Agent with at least ten (10) days prior written
notice of any change (i) in its name, (ii) in its jurisdiction of organization, (iii) in the
location of its chief executive office or (iv) in its Federal Taxpayer Identification Number. Upon
any change referred to in the preceding sentence, the Collateral Agent is authorized to make all
filings under the UCC or otherwise that are required in order for the Collateral Agent to continue
at all times following such change to have valid, legal and perfected security interests (subject
to Liens permitted by the Loan Documents) in all the Collateral.




          (b) Each Grantor agrees to maintain, at its own cost and expense, such materially complete and
accurate records with respect to the Collateral owned by it as are consistent with its current
practices and in accordance with such prudent and standard practices used in industries that are
the same as or similar to those in which such Grantor is engaged.




     SECTION 4.02. Protection of Security. Each Grantor shall, at its own cost and
expense, take commercially reasonable actions necessary or appropriate to defend title to the
Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the
Collateral and the priority thereof against any Lien not expressly permitted pursuant to the Loan
Documents.



     SECTION 4.03. Maintenance of Collateral and Compliance with Laws.



          (a) Except as otherwise expressly permitted by this Agreement or the other Loan Documents,
each Grantor, in its reasonable business judgment, agrees to keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear
and damage by casualty and condemnation excepted, and to make or cause to be made all appropriate
repairs, renewals and replacements thereof (to the extent such Equipment is not surplus,
uneconomical or obsolete), consistent with past practice of such Grantor and as soon as
commercially reasonable after the occurrence of any loss or damage thereto, which are necessary or
reasonably desirable, except where the failure to keep such property in good working order and
condition would not have a Material Adverse Effect.




          (b) Each Grantor shall comply in all material respects with all federal, state and local laws,
rules, regulations and decrees applicable to the Collateral (except where noncompliance,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect), provided that a Grantor may contest the validity or applicability thereof in good
faith by proper proceedings so long as such contest will not have a Material Adverse Effect.




11









 








          (c) Until the Second Priority Obligations Payment Date has occurred, at any time when an Event
of Default has occurred and is continuing: (i) each Grantor will perform any and all reasonable
actions requested in writing by the Collateral Agent to enforce the Collateral Agent’s security
interest in the Inventory and/or Equipment constituting Collateral and all of the Collateral
Agent’s rights hereunder; (ii) the Collateral Agent shall have the right to hold all Inventory
subject to the security interests granted hereunder; and (iii) the Collateral Agent shall have the
right to take possession of the Inventory constituting Collateral or any part thereof and to
maintain such possession on such Grantor’s premises or to remove any or all of such Inventory to
such other place or places as the Collateral Agent, as the case may be, desires in its sole
discretion. If the Collateral Agent exercises its right to take possession of the Inventory
constituting Collateral, such Grantor, upon demand of the Collateral Agent, will assemble such
Inventory and make it available to the Collateral Agent, as the case may be, at such Grantor’s
premises at which it is located.




          (d) Except as otherwise provided in this subsection (d), each Grantor shall continue to
collect in accordance with its customary practice, at its own expense, all amounts due or to become
due to such Grantor under the Accounts and, prior to the request of the Collateral Agent upon the
occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust,
settle or compromise the amount or payment of any Account, or release wholly or partly any Account
Debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its
customary practices. In connection with such collections, the Grantors may, upon the occurrence
and during the continuation of an Event of Default, take (and at the direction of the Collateral
Agent shall take) such action as the Grantors or the Collateral Agent may reasonably deem necessary
or advisable to enforce collection of the Accounts; provided, that upon written notice by
the Collateral Agent to any Grantor, following the occurrence and during the continuation of an
Event of Default, of its intention so to do, the Collateral Agent shall have the right to notify
the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the
Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due
or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such
notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to
adjust, settle or compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done until such Event of Default is cured or waived. After
receipt by such Grantor of the notice referred to in the proviso to the preceding sentence,
and unless and until such notice is rescinded by the Collateral Agent by written notice to such
Grantor (provided, that the Collateral Agent agrees to promptly rescind such notice upon
the cure or waiver of such Event of Default), (i) all amounts and proceeds (including instruments)
received by such Grantor in respect of the Accounts shall be received in trust for the benefit of
the Collateral Agent hereunder, shall be segregated from other funds of the Grantors and shall be
promptly paid over to the Collateral Agent in the same form as so received (with any necessary
endorsement) to be held as cash collateral and either (A) promptly released to the Grantors if such
Event of Default shall have been cured or waived or (B) if such Event of Default shall be
continuing, applied as provided in Section 6.02 hereof, and (ii) the Grantors shall not adjust,
settle or compromise the amount or payment of any Account, or release wholly or partly any account
debtor or obligor thereof, or allow any credit or discount thereon.




     SECTION 4.04. Additional Deliveries and Further Assurances.



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          (a) Prior to or contemporaneously with the execution of this Agreement, the Grantors shall
cause to be delivered to the Collateral Agent the Perfection Certificate, duly completed and
executed.




          (b) Each Grantor agrees, at its own expense, to the extent otherwise contemplated by the
provisions hereof, to execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may from time to time
reasonably request to further assure, preserve, protect and perfect the Security Interest and the
rights and remedies created hereby; provided that in no event shall any Grantor be required
to take any action in any foreign jurisdiction to the extent such action is not required in order
to perfect such Security Interest under U.S. law as a matter of U.S. law. If any amount in excess
of $5,000,000 payable under or in connection with any of the Collateral shall be or become
evidenced by any promissory note or other instrument, such note or instrument shall be promptly
pledged and delivered to the Collateral Agent, duly endorsed in a manner reasonably satisfactory to
the Collateral Agent. Each Grantor agrees that it will use reasonable efforts to take such action
as shall be necessary in order that all representations and warranties hereunder shall be true and
correct with respect to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.




          (c) The Borrower agrees that it will deliver to the Collateral Agent an updated Perfection
Certificate which shall be true and correct in all material respects with respect to each
Additional Grantor which becomes a party hereto pursuant to Section 7.05 of this Agreement
concurrently with the delivery of any Joinder pursuant to Section 7.05 of this Agreement (it being
understood that any Perfection Certificate delivered pursuant to this clause (c) shall include only
the pertinent information for the Additional Grantor being joined as a party hereto pursuant to
such Joinder).




          (d) With respect to each Deposit Account or Securities Account (other than any Excluded
Account) maintained by any Grantor as of the Closing Date, such Grantor shall comply with Section
5.19(b) of the Credit Agreement in respect of such Deposit Account or Securities Account. With
respect to any new Deposit Account or Securities Account (other than any Excluded Account) opened
by any Grantor after the Closing Date, such Grantor agrees that, prior to making any deposit in
such Deposit Account or Securities Account, such Grantor shall notify the Collateral Agent of such
new Deposit Account or Securities Account and cause each bank or other financial institution at
which such Deposit Account or Securities Account is maintained to enter into a Shifting Control
Agreement or any other Control Agreement (in each case, as defined in the Credit Agreement). The
Collateral Agent agrees that it shall not deliver a notice that it is exercising exclusive control
over any Deposit Account or Securities Account that is subject to a Shifting Control Agreement
unless an Event of Default has occurred and is continuing, and further agrees to promptly rescind
such notice upon the cure or waiver of such Event of Default.




     SECTION 4.05. Verification. The Collateral Agent and such Persons as the Collateral
Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense,
following the occurrence and during the continuance of an Event of Default, to contact Account
Debtors or any third Person possessing such Collateral for the purpose of verifying Accounts.



13









 





     SECTION 4.06. Continuing Obligations of the Grantors. Each Grantor shall remain
liable to observe and perform all the conditions and obligations to be observed and performed by it
under each contract, agreement or instrument relating to the Collateral, all in accordance with the
terms and conditions thereof.



     SECTION 4.07. Use and Disposition of Collateral. None of the Grantors shall make or
permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other
Lien in respect of the Collateral, except as expressly permitted by the Loan Documents. None of
the Grantors shall make or permit to be made any transfer of the Collateral owned by it, except to
the extent permitted by the terms of the Credit Agreement.



     SECTION 4.08. Insurance. Each of the Grantors will keep its insurable properties
insured as required by the terms of the Credit Agreement. In the event that any Grantor at any
time or times shall fail to obtain or maintain any of the policies of insurance required by the
Loan Documents in respect of Collateral or to pay any premium in whole or part relating thereto,
the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors
hereunder or any Event of Default, in its sole discretion with prior notice to the applicable
Grantor, obtain and maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the
Collateral Agent in connection with this Section 4.08, including reasonable attorneys’ fees, court
costs, reasonable out-of-pocket expenses and other charges relating thereto shall be payable,
within 30 days of written demand, by the Grantors to the Collateral Agent and shall be additional
Second Priority Obligations secured hereby.



     SECTION 4.09. Covenants Regarding Patent, Trademark and Copyright Collateral.



          (a) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, each Grantor agrees that it will not, nor will it permit any of its licensees to, knowingly
do any act, or omit to do any act, whereby any Patent may become invalidated or dedicated to the
public, and agrees that, reasonably consistent with its past practices, it shall continue to mark
any products covered by a Patent with the relevant patent number as necessary and sufficient to
establish and preserve its maximum rights under applicable patent laws.




          (b) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each
Trademark, (i) maintain such Trademark in full force free from any claim of abandonment or
invalidity for non-use, (ii) maintain the quality standard of products and services offered under
such Trademark, (iii) as applicable, display such Trademark with notice of Federal or foreign
registration to the extent necessary and sufficient to establish and preserve its maximum rights
under applicable law, and (iv) not knowingly use or knowingly permit the use of such Trademark in
violation of any third party rights, in each case in a manner reasonably consistent with its past
practices.




          (c) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, each Grantor (either itself or through licensees) will, for each work covered by a
Copyright, continue to publish, reproduce, display, adopt and distribute the work




14









 




with appropriate copyright notice as necessary and sufficient to establish and preserve its
maximum rights under applicable copyright laws in a manner reasonably consistent with its past
practices.




          (d) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, no Grantor will knowingly do any act, or omit to do any act, whereby any Patent, Trademark
or Copyright may become abandoned, lost or dedicated to the public. Except as would not reasonably
be expected to have, in the aggregate, a Material Adverse Effect, each Grantor shall notify the
Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright
may become abandoned, lost or dedicated to the public, or of any adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the USPTO, United States Copyright Office or any court or similar office of any
country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right
to register the same, or to keep and maintain the same.




          (e) In the event any Grantor, either itself or through any agent, employee, licensee or
designee, files an application for any Patent, Trademark or Copyright (or for the registration of
any Trademark or Copyright) or an assignment of any material Patent, Trademark or Copyright which
such Grantor acquired from a third party with the USPTO or United States Copyright Office, such
Grantor shall, concurrently with the Borrower’s delivery of a certificate of a Responsible Officer
pursuant to Section 5.01(c) of the Credit Agreement, inform the Collateral Agent of such filing,
and such Grantor shall execute and deliver any and all agreements, supplements, instruments,
documents and papers as the Collateral Agent may reasonably request to evidence and perfect the
Collateral Agent’s security interest in such Patent, Trademark or Copyright or application
therefor, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute
and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified
and confirmed; such power, being coupled with an interest, is irrevocable.




          (f) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect and unless otherwise permitted by this Section 4.09, each Grantor will take all reasonably
necessary steps that are consistent with the applicable practice in any proceeding before any
relevant office or agency, such as the United States Patent and Trademark Office, the United States
Copyright Office or any office or agency in any political subdivision of the United States or in
any foreign country, to maintain and pursue each application relating to the Patents, Trademarks
and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued
Patent and each registration of the Trademarks and Copyrights, including timely filings of
applications for renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees and, if consistent with good business judgment, to initiate opposition,
interference and cancellation proceedings against third parties.




          (g) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, in the event that any Grantor has reason to believe that any Collateral consisting of a
Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by
a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent
with good business judgment, promptly take appropriate action to




15









 




end such infringement, misappropriation or dilution, and take such other action as is
appropriate under the circumstances to protect such Collateral.




          (h) Each Grantor will deliver security agreements in form suitable for filing with the USPTO,
and the United States Copyright Office, respectively, reasonably requested by the Collateral Agent
at any time to evidence, perfect, maintain and record the Collateral Agent’s interests in all
material United States Trademarks, material United States Patents and material United States
Copyrights, and applications of the foregoing, and each Grantor hereby authorizes the Collateral
Agent to execute and file one or more accurate financing statements or copies thereof or security
agreements with respect to material Patents, Trademarks and Copyrights signed only by the
Collateral Agent, with prior written notice to such Grantor.



Notwithstanding anything to the contrary in this Section 4.09, (x) each Grantor may dispose of (or
abandon) its Intellectual Property to the extent permitted by Section 6.10 of the Credit Agreement
and (y) no Grantor shall be obligated to perfect the Security Interest granted to the Collateral
Agent with respect to any Intellectual Property registered or issued outside the United States or
any state thereof.




     SECTION 4.10. Covenant Regarding Commercial Tort Claims. Concurrently with each
delivery of a certificate of a Responsible Officer of the Borrower pursuant to Section 5.01(c) of
the Credit Agreement, each Grantor will update Schedule VI to specifically describe any Commercial
Tort Claim of any Grantor in respect of which a complaint or a counterclaim seeking damages in an
amount in excess of $5,000,000 has been filed by such Grantor prior to the last day of the fiscal
quarter or fiscal year to which such certificate relate and which is not, prior to such update
specifically described on such Schedule and shall deliver such updated Schedule VI to the
Collateral Agent.



ARTICLE V




POWER OF ATTORNEY




     Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful
agent and attorney-in-fact (which appointment shall be irrevocable and coupled with an interest
subject to the terms of this Agreement), and in such capacity the Collateral Agent shall have the
right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the
use and benefit of the Collateral Agent and the other Second Priority Secured Parties, upon the
occurrence and during the continuance of an Event of Default, to take any action and to execute any
instrument the Collateral Agent may reasonably deem advisable to accomplish the purposes of this
Agreement, including, without limitation, (a) to receive, endorse, assign and/or deliver any and
all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor
on any invoice or bill of lading relating to any of



16









 




the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence
and prosecute any and all suits, actions or proceedings at law or in equity in any court of
competent jurisdiction, or to take any other action which the Collateral Agent may reasonably deem
necessary to collect or otherwise realize on all or any of the Collateral or to enforce any rights
in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions,
suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to use,
sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or
any of the Collateral, subject to applicable law; (i) to obtain and adjust insurance required
pursuant to Section 4.08; and (j) to do all other acts and things reasonably necessary to carry out
the purposes of this Agreement, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes; provided, however, that nothing
herein contained shall be construed as requiring or obligating the Collateral Agent or any other
Second Priority Secured Party to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent or any other Second Priority Secured
Party, or to present or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the monies due or to become due in respect thereof or any
property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any
other Second Priority Secured Party with respect to the Collateral or any part thereof shall give
rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action
against the Collateral Agent or any other Second Priority Secured Party except to the extent
arising from the bad faith, gross negligence or willful misconduct of such Person. The provisions
of this Article shall in no event relieve any Grantor of any of its obligations hereunder or under
any other Loan Document with respect to the Collateral or any part thereof or impose any obligation
on the Collateral Agent or any Second Priority Secured Party to proceed in any particular manner
with respect to the Collateral or any part thereof, or in any way limit the exercise by the
Collateral Agent or any other Second Priority Secured Party of any other or further right which
they may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan
Document, by law or otherwise.




ARTICLE VI




REMEDIES




     SECTION 6.01. Remedies Upon Default. Upon the occurrence and during the continuance
of an Event of Default, the Collateral Agent shall have the right to take any or all of the
following actions at the same or different times: (a) require each Grantor to, and each Grantor
hereby agrees that it will at its expense and upon written request of the Collateral Agent
forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it
available to the Collateral Agent at a place to be designated by the Collateral Agent which is
reasonably convenient to both parties; (b) without assuming any obligations or liability
thereunder, enforce (it being understood that the Collateral Agent shall have the exclusive right
to so enforce) all rights and remedies of the Grantors against any licensee or sublicensee in, to
and under any license agreements with respect to the Collateral, and take or refrain from taking
any action under any thereof, and each of the Grantors hereby releases the Collateral Agent from,
and agrees to hold the Collateral Agent free and harmless from and against any claims arising out



17









 




of, any action taken or omitted to be taken with respect to any such license agreement except
claims involving gross negligence, willful misconduct or bad faith of the Collateral Agent as
determined by a court of competent jurisdiction; and (c) with or without legal process and with or
without prior notice or demand for performance, to take possession of the Collateral and without
liability for trespass to enter any premises owned by a Grantor where the Collateral may be located
for the purpose of taking possession of or removing the Collateral and, generally, to exercise any
and all rights afforded to a secured party under the UCC or other applicable law.




     Without limiting the generality of the foregoing, each Grantor agrees that the Collateral
Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or
otherwise dispose of all or any part of the Collateral, at public or private sale or at any
broker’s board, on any securities exchange or in the over-the-counter market, for cash, upon credit
or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall
be authorized at any such sale to restrict the prospective bidders or purchasers to Persons who
will represent and agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall
hold the property sold absolutely, free from any claim or right on the part of any Grantor, and
each Grantor hereby waives (to the fullest extent permitted by law) all rights of redemption, stay
and appraisal which such Grantor now has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted.



     Each Grantor agrees that, to the extent notice of any such sale shall be required by law, at
least ten (10) business days’ notice to the applicable Grantor of the Collateral Agent’s intention
to make any sale of Collateral shall constitute reasonable notification. Such notice, in the case
of a public sale, shall state the time and place for such sale and, in the case of a sale at a
broker’s board or on a securities exchange, shall state the board or exchange at which such sale is
to be made and the day on which the Collateral, or portion thereof, will first be offered for sale
at such board or exchange. Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Collateral Agent may fix and state in the notice
(if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold
in one lot as an entirety or in separate parcels, as the Collateral Agent may, in its sole and
absolute discretion, determine. The Collateral Agent shall not be obligated to make any sale of
any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of
such Collateral shall have been given. The Collateral Agent may, without notice or publication
(except that each Grantor shall receive any notice required pursuant to the first sentence of this
paragraph), adjourn any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for sale, and such sale may, without further notice, be
made at the time and place to which the same was so adjourned. In case any sale of all or any part
of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained
by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but
the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall
fail to take up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law,
private) sale made pursuant to this Section, any Second Priority Secured Party may bid for or
purchase, free from any right of redemption, stay, valuation or appraisal on the part of any



18









 







Grantor (all said rights being also hereby waived and released to the fullest extent permitted
by law), the Collateral or any part thereof offered for sale and may make payment on account
thereof by using any Second Priority Obligation then due and payable to such Second Priority
Secured Party from any Grantor as a credit against the purchase price, and such Second Priority
Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to any Grantor therefor. For purposes hereof a written
agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement,
all Events of Default shall have been remedied and the Second Priority Obligations Payment Date
shall have occurred. As an alternative to exercising the power of sale herein conferred upon it,
the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose on this
Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.



     SECTION 6.02. Application of Proceeds. Upon an Event of Default, each Grantor
further agrees that the Collateral Agent may apply any proceeds from the disposition of any of the
Collateral in accordance with Section 2.15(b) of the terms of the Credit Agreement and the
Intercreditor Agreement. Each Grantor shall remain liable for any deficiency if the proceeds of
any such disposition are insufficient to pay its Second Priority Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent or any Second Priority Secured
Party to collect such deficiency.



     SECTION 6.03. Grant of License to Use Intellectual Property. For the purpose of
enabling the Collateral Agent to exercise rights and remedies under this Article at such time as
the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor
hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the
Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor,
subject to applicable law, and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof; provided
that any license, sub-license or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of the
applicable Event of Default.



ARTICLE VII




MISCELLANEOUS




     SECTION 7.01. Notices. If any notification of intended disposition of any of the
Collateral or of any other act by the Collateral Agent is required by law and a specific time
period is not stated therein or herein, such notification given at least ten (10) days before such
disposition or act shall be deemed reasonably and properly given. Notices and other



19









 




communications provided for herein shall be in the manner and at the addresses set forth in,
and otherwise in accordance with, Section 10.01 of the Credit Agreement.




     SECTION 7.02. Security Interests Absolute. All rights of the Collateral Agent
hereunder, the Security Interest and all obligations of the Grantors hereunder shall, to the
fullest extent permitted by applicable law, be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of any Loan Document, any agreement with respect to any of the
Second Priority Obligations or any other agreement or instrument relating to any of the foregoing,
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of
the Second Priority Obligations, or any other amendment to or waiver of or any consent to any
departure from any Loan Document, or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee, securing or guaranteeing all or any of the Second
Priority Obligations, or (d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Grantor in respect of the Second Priority Obligations or this
Agreement (other than that the Second Priority Obligations Payment Date shall have occurred).



     SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and
warranties made by any Grantor herein and in any certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement shall be considered to have been relied
upon by the Collateral Agent and shall continue in full force and effect until this Agreement shall
terminate.



     SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become
effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have
been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf
of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent
and their respective successors and permitted assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other Second Priority Secured Parties and their respective
successors and permitted assigns, except that, except as otherwise permitted in the Credit
Agreement, no Grantor shall have the right to assign or transfer its rights or obligations
hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be
void). This Agreement shall be construed as a separate agreement with respect to each Grantor and
may be amended, restated, amended and restated, modified, supplemented, waived or released with
respect to any Grantor without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.



     SECTION 7.05. Additional Grantors. Each Grantor acknowledges that, pursuant to
Section 5.14 of the Credit Agreement, the Borrower is required to cause each Person which becomes a
direct or indirect domestic subsidiary of the Borrower (other than Immaterial Subsidiaries,
Excluded Subsidiaries and Restricted Captive Insurance Company Subsidiaries) to become a party
hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an
Instrument of Assumption and Joinder (a “Joinder”) substantially in the form of Exhibit
H to the Credit Agreement. Upon delivery of any such Joinder to the Collateral Agent, notice
of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor
hereunder and shall be as fully a party hereto as if such Additional Grantor were an



20









 







original signatory hereto. Each Grantor expressly agrees that its obligations arising
hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release
of any other Grantor hereunder, (b) any failure by the Borrower or any Grantor to cause any
Subsidiary of the Borrower to become an Additional Grantor or a Grantor hereunder or (c) by reason
of the Collateral Agent’s or any of the other Second Priority Secured Parties’ actions in
effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each
case without the necessity of giving notice to or obtaining the consent of any other Grantor. This
Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless
of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.



     SECTION 7.06. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors and permitted
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or
the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.



     SECTION 7.07. Set-Off. Upon the occurrence and during the continuance of any Event
of Default pursuant to Section 7.01(b) of the Credit Agreement, the Collateral Agent, the
Administrative Agent and each Second Priority Secured Party (and their respective Affiliates) is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final but
excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held
in trust for an identified beneficiary) at any time held and other indebtedness at any time owing
by the Collateral Agent, the Administrative Agent and each such Second Priority Secured Party (or
any of such Affiliates) to or for the credit or the account of the Borrower or any Guarantor
against any and all of any such overdue amounts owing under the Loan Documents, irrespective of
whether or not the Collateral Agent, the Administrative Agent or such Second Priority Secured Party
shall have made any demand under any Loan Document. Each Second Priority Secured Party, the
Collateral Agent and the Administrative Agent agree promptly to notify the Borrower and Guarantors
after any such set-off and application made by such Second Priority Secured Party, the Collateral
Agent or the Administrative Agent (or any of such Affiliates), as the case may be, provided that
the failure to give such notice shall not affect the validity of such set-off and application. The
rights of each Second Priority Secured Party, the Collateral Agent and the Administrative Agent
under this Section are in addition to other rights and remedies which such Second Priority Secured
Party, the Collateral Agent and the Administrative Agent may have upon the occurrence and during
the continuance of any Event of Default.



     SECTION 7.08. Collateral Agent’s Fees and Expenses; Indemnification.



          (a) Without duplication of any fees or expenses provided for under the Credit Agreement and
the other Loan Documents, each Grantor jointly and severally agrees to pay to the Collateral Agent
within 30 days of written demand (including back-up documentation supporting such reimbursement
request) the amount of any and all reasonable out-of-pocket expenses, disbursements and other
reasonable charges of its counsel (including, without limitation, local and special counsel) and of
any experts, agents or appraisers, which the Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the




21









 




custody or preservation of, or the sale of, collection from or other realization upon any of
the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the
Collateral Agent hereunder, or (iv) the failure of any Grantor to perform or observe any of the
provisions hereof.




          (b) Without duplication of any indemnification obligations provided for under the Credit
Agreement and the other Loan Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent and the other Second Priority Secured Parties and their Indemnitees against, and
hold each of them harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees and disbursements and other reasonable charges of counsel,
incurred by or asserted against any of them arising out of, in any way connected with, or as a
result of, the execution, delivery or performance of this Agreement or any claim, litigation,
investigation or proceeding relating hereto or to the Collateral, whether or not the Second
Priority Secured Parties or any of their Indemnitees is a party thereto; provided that such
indemnity shall not, as to the Collateral Agent, the other Second Priority Secured Parties or any
such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the bad faith, gross negligence or willful misconduct of the
Collateral Agent, the other Second Priority Secured Parties or such Indemnitee.




          (c) Except as otherwise provided in Section 7.16, any such amounts payable as provided
hereunder shall be additional Second Priority Obligations secured hereby. The provisions of this
Section 7.08 shall remain survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of any of the Loans, the
expiration or termination of the Commitments, the termination of this Agreement or the invalidity
or unenforceability of any term or provision of this Agreement. All amounts due under this Section
7.08 shall be payable within 30 days of written demand (including back-up documentation supporting
such reimbursement request) to the Grantor given in accordance with Section 7.01 hereof.




     SECTION 7.09. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without reference to conflict of
laws principles.



     SECTION 7.10. Waivers; Amendment.



          (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Collateral Agent hereunder are cumulative and are not exclusive of any rights or
remedies that it would otherwise have. No waiver of any provisions of this Agreement or any other
Loan Documents or consent to any departure by any Grantor therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No notice to
or demand on any Grantor in any case shall entitle such




22









 




Grantor or any other Grantor to any other or further notice or demand in similar or other
circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing complying (other than in the case of any
Schedules hereto) with Section 10.08 of the Credit Agreement and the Intercreditor Agreement.




     SECTION 7.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.11.



     SECTION 7.12. Independent Effectiveness; Severability. In the event any one or more
of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction).



     SECTION 7.13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one instrument, and shall become effective as provided in Section 7.04 hereof.
Delivery of an executed signature page to this Agreement by telecopy or electronic .pdf copy shall
be effective as delivery of a manually executed counterpart hereof.



     SECTION 7.14. Headings. Article and Section headings used herein are for the purpose
of reference only, are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.



     SECTION 7.15. Jurisdiction; Consent to Service of Process. EACH PARTY HERETO HEREBY
IRREVOCABLY SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW
YORK IN NEW YORK COUNTY AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF OR BASED UPON THIS SECOND LIEN SECURITY AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE
SECOND PRIORITY SECURED PARTIES OR ANY OF THEIR SUCCESSORS OR PERMITTED ASSIGNS. EACH PARTY HERETO,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF



23









 




MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS
EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
SECOND LIEN SECURITY AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH
COURT. EACH PARTY HEREBY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES TO
SECTION 7.01 HEREOF.




     SECTION 7.16. Termination.



          (a) This Agreement and the Security Interest shall terminate when the Second Priority
Obligations Payments Date shall have occurred. Upon termination of this Agreement or the Security
Interest on any Collateral, the Collateral Agent shall promptly execute and deliver to the
Grantors, at the Grantors’ expense, all appropriate UCC termination statements and similar
documents which the Grantors shall reasonably request to evidence such termination. Any execution
and delivery of termination statements or documents pursuant to this Section 7.16 shall be without
recourse to or warranty by the Collateral Agent.




          (b) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted
under the Credit Agreement to any person that is not a Grantor, (ii) the permitted release of the
security interest granted hereby in any Collateral pursuant to Section 6.06(d) of the Credit
Agreement or (iii) the effectiveness of any written consent by the Collateral Agent or the
requisite Lenders as provided under the Credit Agreement, to the release of the security interest
granted hereby in any or all of the Collateral, the security in such Collateral shall be
automatically released.




          (c) In connection with any release of any Collateral of a Grantor pursuant to Section 7.16(b),
the Collateral Agent will execute and deliver to such Grantor, as such Grantor’s sole expense, all
documents, that such Grantor shall reasonably request to evidence such release.




     SECTION 7.17. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the Lien and security interest granted to the Collateral Agent pursuant to this Agreement
or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or
the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of
the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement
shall govern and control with respect to any right or remedy. Without limiting the generality of
the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the
Administrative Agent or the Collateral Agent (and the Lenders) shall be subject to the terms of the
Intercreditor Agreement, and until the First Priority Obligations Payment Date, any obligation of
the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the
delivery or control of any Collateral, the novation of any lien on any certificate of title, bill
of lading or other document, the giving of any notice to any bailee or other Person, the provision
of voting rights or the obtaining of any consent of any



24









 







Person shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable,
complies with the requirements of the similar provision of the applicable First Lien Loan Document.
Until the First Priority Obligations Payment Date, the delivery of any Collateral to the First Lien
Collateral Agent pursuant to the First Lien Loan Documents shall satisfy any delivery requirement
hereunder or under any other Loan Document.



[Remainder of page intentionally left blank]




25









 





     IN WITNESS WHEREOF, each of the Grantors has caused this Agreement to be duly executed by its
officer thereunto duly authorized as of the date and year first above written.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASA HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMAIR HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMAIR, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMAIR SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CROWN ROOMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DAL GLOBAL SERVICES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Lien Security Agreement





 









 





	 	 	 	 	 
	 	DAL MOSCOW, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA AIRELITE BUSINESS JETS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA BENEFITS MANAGEMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA CONNECTION ACADEMY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA LOYALTY MANAGEMENT SERVICES,
     LLC	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA TECHNOLOGY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EPSILON TRADING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Lien Security Agreement





 









 





	 	 	 	 	 
	 	KAPPA CAPITAL MANAGEMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Lien Security Agreement





 









 






	 	 	 	 	 
	 	Accepted and Agreed to:



JPMORGAN CHASE BANK, N.A.

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Lien Security Agreement





 









 








EXHIBIT A TO

SECOND LIEN SECURITY AGREEMENT




DELTA AIR LINES, INC.




Perfection Certificate





               Reference is made to that certain Second Lien Term Loan and Guaranty Agreement, dated as of
April 30, 2007 (the “Credit Agreement), among Delta Air Lines, Inc. (the
“Borrower”), all of the direct and indirect domestic subsidiaries of the Borrower signatory
thereto (together with the Borrower, the “Grantors”), Goldman Sachs Credit Partners L.P.,
as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in
such capacity, the “Administrative Agent”), Barclays Capital, as syndication agent, Goldman
Sachs Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as co-lead arrangers,
Goldman Sachs Credit Partners, L.P., Merrill Lynch Commercial Finance Corp. and Barclays Capital,
as joint bookrunners, and Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as
co-documentation agents, and the financial institutions party thereto (the “Lenders”).
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Second Lien Security Agreement, dated as of April 30, 2007, among the Grantors and the Collateral
Agent. I, solely in my capacity as                     , do hereby certify that as of the date hereof:




	1.	 	Names.
	 
	a)	 	The exact corporate name of each Grantor, as such name appears in its respective certificate
of incorporation or certificate of formation, as applicable, and the jurisdiction in which it
was organized, are as follows:
	 
	b)	 	Set forth below is each other corporate name each Grantor has had in the past five years,
together with the date of the relevant change:
	 
	c)	 	Except as set forth in Schedule 1 hereto, no Grantor has changed its identity or
corporate structure in any way within the past five years. Changes in identity or corporate
structure include mergers, consolidations and acquisitions, as well as any change in the form,
nature or jurisdiction of corporate organization. If any such change has occurred, include in
Schedule 1 the information required by Section 1 and 2 of this certificate for each
acquiree or constituent party to a merger or consolidation.




 









 












	d)	 	The following is a list of all names (including trade names or similar appellations) used by
each Grantor of its divisions or other business units in connection with the conduct of its
business or the ownership of its properties at any time during the past five years:
	 
	e)	 	Set forth below is the Federal Taxpayer Identification Number and Organization Identification
Number of each Grantor:
	 
	f)	 	Each Grantor is a [limited liability company/corporation] as set forth below.
	 
	2.	 	Current Locations.
	 
	a)	 	The current mailing address of the chief executive office of each Grantor is                                         .
	 
	3.	 	Real Estate Mortgage Filings. Attached hereto as Schedule 2 is a schedule
setting forth, with respect to each Real Property Asset (as defined in the Credit Agreement),
(a) the exact corporate name of the Person that owns such property as such name appears in its
certificate of incorporation or other organization document, if applicable, and (b) if
different from the name identified pursuant to clause (a), the exact name of the current
record owner of such property reflected in the records of the filing office in which a Real
Estate Mortgage (as defined in the Credit Agreement) with respect to such property must be
filed or recorded in order for the Agents to obtain a perfected security interest therein.
	 
	4.	 	Deposit Accounts and Securities Accounts. Attached hereto as Schedule 3 is
a true and correct list of Deposit Accounts and Securities Accounts (other than the Excluded
Accounts) maintained by each Grantor, including the name and address of the depositary
institution, the type of account, and the account number.






Page 2









 








          IN WITNESS WHEREOF, the undersigned have duly executed this Perfection Certificate on this
30th day of April, 2007.




	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASA HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMAIR, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMAIR HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMAIR SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CROWN ROOMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DAL GLOBAL SERVICES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 









 





	 	 	 	 	 
	 	DAL MOSCOW, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA AIRELITE BUSINESS JETS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA BENEFITS MANAGEMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA CONNECTION ACADEMY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA LOYALTY MANAGEMENT SERVICES,
     LLC	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELTA TECHNOLOGY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EPSILON TRADING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 









 





	 	 	 	 	 
	 	KAPPA CAPITAL MANAGEMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 









 





SCHEDULE 1




 









 








SCHEDULE 2




 









 








SCHEDULE 3




 









 








SCHEDULE I TO




SECOND LIEN SECURITY AGREEMENT




U.S. Copyright Registrations




U.S. Copyright Applications




 









 





SCHEDULE II TO

SECOND LIEN SECURITY AGREEMENT




U.S. Patent Registrations




U.S. Patent Applications




 









 





SCHEDULE III TO

SECOND LIEN SECURITY AGREEMENT




U.S. Trademark Registrations




U.S. Trademark Applications




 









 





SCHEDULE IV TO

SECOND LIEN SECURITY AGREEMENT




Organization




 









 





SCHEDULE V TO

SECOND LIEN SECURITY AGREEMENT




Excluded Joint Ventures




 









 





SCHEDULE VI TO

SECOND LIEN SECURITY AGREEMENT




Commercial Tort Claims





 











 





EXHIBIT C




               THIS SECOND LIEN PLEDGE AGREEMENT is subject to the terms and provisions of the Intercreditor
Agreement, dated as of April 30, 2007 (as such agreement may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority
Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as collateral agent for
the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the Guarantors
(as defined below).



SECOND LIEN PLEDGE AGREEMENT 




               This SECOND LIEN PLEDGE AGREEMENT, dated as of April 30, 2007 (as this agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), is by and among DELTA AIR LINES, INC., a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (each a “Guarantor” and together, the “Guarantors”; the Borrower
and the Guarantors are referred to herein individually as a “Pledgor” and collectively as
the “Pledgors”), and GOLDMAN SACHS CREDIT PARTNERS L.P., acting as collateral agent (in
such capacity, the “Collateral Agent”) on behalf of the Second Priority Secured Parties (as
defined in the Security Agreement, dated as of the date hereof among the Pledgors and the
Collateral Agent (as such agreement may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”)).



R E C I T A L S




               WHEREAS, in connection with the execution and delivery of this Agreement, the Pledgors are
entering into a Second Lien Term Loan and Guaranty Agreement, dated as of the date hereof (as such
agreement may be amended, restated, amended and restated, supplemented or otherwise modified,
renewed or replaced from time to time, the “Credit Agreement”) among the Pledgors, Goldman
Sachs Credit Partners L.P., as administrative agent for the financial institutions party thereto
(the “Lenders”), the Collateral Agent, Barclays Capital, as syndication agent, Goldman
Sachs Credit Partners L.P.. and Merrill Lynch Commercial Finance Corp., as co-lead arrangers,
Goldman Sachs Credit Partners L.P., Merrill Lynch Commercial Finance Corp. and Barclays Capital, as
joint bookrunners, Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as
co-documentation agents, and the Lenders; and



               WHEREAS, pursuant to the guaranty set forth in Section 9 of the Credit Agreement, the
Guarantors have agreed to guarantee the performance and payment in full of all the Second Priority
Obligations of the Borrower; and



               WHEREAS, it is a condition to the making of Loans (as defined in the Credit Agreement) that
the Pledgors shall have granted a security interest in, pledge of and lien on, the Pledged
Collateral described below as security for the Second Priority Obligations; and



               WHEREAS, the parties hereto desire to more fully set forth their respective rights in
connection with such security interest, pledge and lien;













 





               NOW, THEREFORE, in order to (i) secure the prompt and complete payment when due of the Second
Priority Obligations and for good and valuable consideration, the receipt of which is hereby
acknowledged, and (ii) grant and pledge to the Collateral Agent, for the ratable benefit of the
Second Priority Secured Parties, a security interest in all of the Pledgors’ right, title and
interest in, to and under the Pledged Collateral whether presently existing or hereafter arising or
acquired, each of the Pledgors and the Collateral Agent, on behalf of itself and each Second
Priority Secured Party (and each of their respective successors or permitted assigns), hereby
agrees as follows:



          SECTION 1. Definition of Certain Terms Used Herein. Except as specifically defined
in this Agreement, all capitalized terms shall have the meanings given to those terms in the
Security Agreement.




          SECTION 2. Pledge. As security for the payment in full of the Second Priority
Obligations, each Pledgor hereby pledges and grants to the Collateral Agent, its successors and
permitted assigns, for the benefit of the Second Priority Secured Parties, a security interest in
all of such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock,
partnership interests, membership interests in a limited liability company, beneficial interests in
a trust or other equity ownership interests in a Person (collectively, the “Equity
Interests”) owned by such Pledgor (other than Excluded Equity Interests) (which, if
certificated, are listed on Schedule I hereto) and any Equity Interests obtained in the
future by such Pledgor (other than Excluded Equity Interests) and the certificates (if any)
representing all such Equity Interests (collectively, the “Pledged Equity Interests”);
provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be
limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock,
partnership interest or membership interest, as applicable, of such foreign subsidiary
notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock or unit certificate,
as applicable, representing in excess of such percentage ownership and (ii) any interests of any of
the Pledgors in the joint ventures set forth on Schedule V attached to the Security
Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the
definition of Pledged Equity Interests to the extent that applicable law or the organizational
documents with respect to any such joint venture (including other applicable agreements among the
investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y)
require the consent of any third party to permit such pledge or assignment (to the extent such
consent has not been granted), it being understood that as to any such joint venture where the
applicable organizational documents (including other agreements among the investors in such joint
venture) permit such pledge without the consent of any third party and in accordance with
applicable law, such interest in such joint venture shall be included in the definition of Pledged
Equity Interests (subject to clause (i) above) and the applicable Pledgor shall cause the related
certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety
(90) days from the Closing Date (or such longer period as the Collateral Agent may agree); (b)(i)
the Indebtedness evidenced by promissory notes and instruments and individually in excess of
$5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule I
hereto, (ii) any Indebtedness evidenced by promissory notes and instruments and individually in
excess of $5,000,000 arising in the future and owing to such Pledgor; and (iii) the promissory
notes and any other instruments evidencing such Indebtedness; (c) subject to Section 7 hereof, all
payments of principal or interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed, in respect of,




2









 




in exchange for or upon the conversion of the securities or Indebtedness referred to in
clauses (a) and (b) above; (d) subject to Section 7 hereof, all rights and privileges of such
Pledgor with respect to the securities, Indebtedness and other property referred to in clauses (a),
(b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses
(a) through (e) above being collectively referred to as the “Pledged Collateral”). Without
limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing
statements (including a financing statement describing the Pledged Collateral, together with the
other Collateral granted pursuant to the Security Agreement, as “all personal property (other than
Excluded Property)” or “all assets (other than Excluded Property)” of the debtor or words of
similar effect or with greater detail) or continuation statements for the purpose of perfecting,
confirming, continuing, enforcing or protecting the security interest granted by each Pledgor
hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors
and the Collateral Agent as secured party.




          SECTION 3. No Assumption of Liability. The security interest in the Pledged
Collateral is granted as security only and shall not subject the Collateral Agent or any other
Second Priority Secured Party to any obligation or liability, or in any way alter or modify, any
obligation or liability of any Pledgor, in each case, with respect to or arising out of the Pledged
Collateral.




          SECTION 4. Delivery of the Pledged Collateral.




     (a) Upon delivery to the Collateral Agent, any stock certificates, notes or other securities
to the extent certificated now or hereafter included in the Pledged Collateral (the “Pledged
Securities”) shall be accompanied by stock powers or note powers, as applicable, duly executed
in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by
such other instruments and documents as the Collateral Agent may reasonably request in order to
allow the Collateral Agent, only upon the occurrence and during the continuance of an Event of
Default, to exercise its rights and remedies under this Agreement. Each delivery of Pledged
Securities shall be accompanied by a schedule describing the securities theretofore and then being
pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part
hereof. Each schedule so delivered shall supersede any prior schedules so delivered. Schedule
I may be amended from time to time by the addition of the Pledged Collateral subsequently
created or acquired by execution of a Supplement in substantially the form of Annex I
attached hereto.



     (b) Each Pledgor will promptly deliver to the Collateral Agent any certificate representing
Pledged Equity Interests owned by it.



     (c) Each Pledgor will pledge and promptly deliver to the Collateral Agent any promissory note
issued in such Pledgor’s favor evidencing indebtedness for borrowed money that constitutes Pledged
Collateral owed to the Pledgor by any Person which promissory note has a face value in excess of
$5,000,000.



          SECTION 5. Representations, Warranties And Covenants. Each Pledgor hereby
represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it
hereunder, to the Collateral Agent that:




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     (a) the Pledged Equity Interests represent that percentage as set forth on Schedule I
(as supplemented from time to time) of the issued and outstanding shares of each class of the
Equity Interests of the issuer with respect thereto;



     (b) except for the security interest granted hereunder or as otherwise permitted in the Credit
Agreement or hereunder, such Pledgor (i) is and will at all times continue to be the direct owner,
beneficially and of record, of the Pledged Collateral indicated on Schedule I (as
supplemented from time to time), (ii) holds the same free and clear of all Liens except for Liens
permitted by Section 6.01 of the Credit Agreement (including any waiver or amendment thereto
subsequent to the Closing Date), (iii) will make no assignment, pledge, hypothecation or transfer
of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral
other than pursuant hereto and as permitted by the Credit Agreement, and (iv) subject to Section 6,
will cause any and all Pledged Collateral that is certificated to be promptly deposited with the
First Lien Collateral Agent and pledged hereunder;



     (c) such Pledgor (i) has the requisite corporate or limited liability company, as applicable,
power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and
(ii) will, to the extent commercially reasonable, defend its title or interest thereto or therein
against any and all Liens, however arising, of all Persons whomsoever (other than Liens granted
hereunder or Permitted Liens);



     (d) except as already obtained, no consent of any other Person (including stockholders or
creditors of any Pledgor) and no consent or approval of any governmental authority or any
securities exchange was or is necessary to the validity of the pledge effected hereby;



     (e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the
Pledged Securities, certificates or other documents representing or evidencing the Pledged
Collateral are delivered to the Collateral Agent or the First Lien Collateral Agent (and upon the
filing of appropriate financing statements in the office of the Secretary of State of the
jurisdiction of organization of the applicable Pledgor identifying such Pledged Collateral and
payment of the required fees) in accordance with this Agreement, the Collateral Agent will have a
valid and perfected lien upon, and security interest in (subject to Liens permitted under the
Credit Agreement), such Pledged Collateral as security for the payment and performance of the
Second Priority Obligations; provided, however, that to the extent the Pledged
Collateral constitutes securities or interests in an entity with its jurisdiction of organization
outside the United States, other actions may be required in order to perfect the Collateral Agent’s
security interest thereon in accordance with the laws of that jurisdiction;



     (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the
Second Priority Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as
set forth herein;



     (g) all information set forth herein relating to the Pledged Collateral, including but not
limited to the information set forth on Schedule I hereto as updated from time to time, is
accurate and complete in all material respects as of the date hereof;



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     (h) the Pledged Equity Interests issued by each Subsidiary of a Pledgor have been duly
authorized and, to the extent applicable, validly issued and are fully paid and non-assessable; and



     (i) the Pledged Equity Interests described on Schedule I hereof, as updated from time
to time, constitute all of the issued and outstanding Equity Interests of each of the Subsidiaries
of such Pledgor owned by such Pledgor and required to be pledged hereunder.



          SECTION 6. Registration in Nominee Name; Denominations. Upon the occurrence and
during the continuance of an Event of Default, the Collateral Agent shall have the right, in its
sole and absolute discretion, to hold the Pledged Collateral in its own name as pledgee, in the
name of its nominee (as pledgee or as sub-agent) or in the name of the Pledgors, endorsed or
assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the
continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies
of any material written notices or other written communications received by it with respect to
Pledged Collateral registered in the name of such Pledgor. Upon the occurrence of and during the
continuance of an Event of Default, the Collateral Agent shall at all times have the right to
exchange, at the relevant Pledgor’s expense, the certificates representing Pledged Collateral for
certificates of smaller or larger denominations for any purpose consistent with this Agreement.




          SECTION 7. Voting Rights; Dividends and Interest, Etc.




     (a) Unless and until an Event of Default shall have occurred and be continuing and prior
written notice has been delivered to the applicable Pledgor:



               (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights
and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent
with the terms of this Agreement and the other Loan Documents.



               (ii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest
and principal paid on the Pledged Collateral to the extent and only to the extent that such cash
dividends, interest and principal are permitted by, and otherwise paid in accordance with, the
terms and conditions of the Loan Documents and applicable laws. All noncash dividends, interest and
principal, and all dividends, interest and principal paid or payable in cash or otherwise in
connection with a partial or total liquidation or dissolution, return of capital, capital surplus
or paid-in surplus, and all other distributions (other than distributions referred to in the
preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in
cash or otherwise, whether resulting from a subdivision, combination or reclassification of the
outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for
Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Pledged Collateral and, if received by any Pledgor,
shall not be commingled by such Pledgor with any of its other funds or property but shall be held
separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and
shall be promptly delivered to the Collateral Agent in the same form as so received (with any
necessary endorsement).



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               (iii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed
and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such
Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting
and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above
and to receive the cash dividends it is entitled to receive pursuant to subparagraph (ii) above.



     (b) Upon the occurrence and during the continuance of an Event of Default and with prior
written notice by the Collateral Agent to the applicable Pledgor, all rights of any Pledgor to
dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph
(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive and retain such
dividends, interest or principal. Upon the occurrence and during the continuance of an Event of
Default all dividends, interest or principal received by the Pledgor contrary to the provisions of
this Section 7 shall be held in trust for the benefit of the Collateral Agent, shall be segregated
from other property or funds of such Pledgor and shall be promptly delivered to the Collateral
Agent in the same form as so received (with any necessary endorsement). Any and all money and other
property paid over to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to be established by the
Collateral Agent upon receipt of such money or other property to be applied in accordance with
Section 2.15(b) of the Credit Agreement. After all Events of Default have been cured or waived,
(i) the Pledgor shall thereafter be entitled to retain all cash dividends, interest and principal
that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii)
above and (ii) upon the request of such Pledgor, within five (5) Business Days after such cure or
waiver, the Collateral Agent shall repay and deliver to such Pledgor all cash and monies that such
Pledgor would have otherwise been entitled to retain pursuant to Section 7(a)(i) which was not
applied in accordance with Section 2.15(b) of the Credit Agreement.



     (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any
Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant
to paragraph (a)(i) of this Section 7, and the obligations of the Collateral Agent under paragraph
(a)(iii) of this Section 7, shall cease upon the giving of written notice by the Collateral Agent
to the Pledgor, and upon the giving of such written notice all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers, provided that the Collateral Agent
shall have the right, but not the obligation, from time to time following and during the
continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events
of Default have been cured or waived, each Pledgor will have the right to exercise the voting and
consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms
of paragraph (a)(i) above.



          SECTION 8. Remedies Upon Default.




     (a) Upon the occurrence and during the continuance of an Event of Default, the Collateral
Agent, on behalf of the Second Priority Secured Parties, may exercise all the rights and remedies
granted under this Agreement or otherwise available to it under applicable law, including, without
limitation, the right to sell the Pledged Collateral, or any part thereof, at



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public or private sale or at any broker’s board, on any securities exchange or in the
over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent shall
deem appropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral
Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the
full extent permitted by applicable law the prospective bidders or purchasers to Persons who will
represent and agree that they are purchasing the Pledged Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such
sale shall hold the property sold absolutely free from any claim or right on the part of any
Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of
redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.



     (b) Each Pledgor agrees that, to the extent notice of any such sale shall be required by law,
at least ten (10) Business Days’ notice to the applicable Pledgor of the Collateral Agent’s
intention to make any sale of Collateral shall constitute reasonable notification. Such notice, in
the case of a public sale, shall state the time and place for such sale and, in the case of a sale
at a broker’s board or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the Collateral Agent may fix
and state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof,
to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent
may, in its sole and absolute discretion, determine. The Collateral Agent shall not be obligated to
make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact
that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may,
without notice or publication, adjourn any public or private sale or cause the same to be adjourned
from time to time by announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so adjourned. In case any sale
of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by
the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case
any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold
and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by applicable law, private) sale made pursuant to this
Section 8, any Second Priority Secured Party may bid for or purchase, free from any claim or right
of whatever kind, including any equity of redemption, of the Pledgors, any such demand, notice,
claim, right or equity being hereby expressly waived and released to the extent permitted by
applicable law, the Pledged Collateral or any part thereof offered for sale and may make payment on
account thereof by using any Second Priority Obligation then due and payable to it from such
Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale,
hold, retain and dispose of such property without further accountability to such Pledgor therefor.



          SECTION 9. Application of Proceeds of Sale. The proceeds of sale of the Pledged
Collateral sold pursuant to Section 8 hereof shall be applied by the Collateral Agent on behalf of




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the Second Priority Secured Parties in accordance with the terms of Section 2.15(b) of the
Credit Agreement and the Intercreditor Agreement. Each Pledgor shall remain liable for any
deficiency if the proceeds of any such disposition are insufficient to pay its Second Priority
Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral
Agent or any Second Priority Secured Party to collect such deficiency.




          SECTION 10. Reimbursement of Collateral Agent.




     (a) Without duplication of any fees or expenses provided for under the Credit Agreement and
the other Loan Documents, each Pledgor jointly and severally agrees to pay to the Collateral Agent
within 30 days of written demand (including back-up documentation supporting such reimbursement
request) the amount of any and all reasonable out-of-pocket expenses, disbursements and other
reasonable charges of its counsel (including, without limitation, local and special counsel) and of
any experts or agents or appraisers, which the Collateral Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise,
enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the
failure by such Pledgor to perform or observe any of the provisions hereof.



     (b) Without duplication of its indemnification obligations under the other Loan Documents,
each Pledgor agrees to indemnify the Collateral Agent, the other Second Priority Secured Parties
and their respective Indemnitees (collectively, the “Indemnified Parties”) against, and
hold each such Indemnified Party harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel fees, other charges and disbursements, incurred
by or asserted against any such Indemnified Party arising out of, in any way connected with, or as
a result of (i) the execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the other transactions contemplated hereby or (ii) any claim,
litigation, investigation or proceeding relating to any of the foregoing, whether or not any
Indemnified Party is a party thereto, provided that such indemnity shall not, as to any
Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the bad faith, gross negligence or willful misconduct of such
Indemnified Party.



     (c) Any amounts payable as provided hereunder shall be additional Second Priority Obligations
secured hereby and by the other Loan Documents. The provisions of this Section 10 shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration or termination of the Commitments, the
termination of this Agreement or the invalidity or unenforceability of any term or provision of
this Agreement. All amounts due under this Section 10 shall be payable within 30 days of written
demand (together with back-up documentation supporting such reimbursement request) therefor to the
relevant Pledgor given in accordance with Section 17 hereof.



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          SECTION 11. Collateral Agent Appointed Attorney-In-Fact. Until termination of this
Agreement in accordance with Section 16 hereof, each Pledgor hereby appoints the Collateral Agent
the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default, with
full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, to
ask for, demand, sue for, collect, receive and give acquittance for any and all monies due or to
become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and
other instruments for the payment of money payable to the Pledgor representing any interest or
dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or
on account thereof and to give full discharge for the same, to settle, compromise, prosecute or
defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and make any agreement respecting, or otherwise deal with, the same; provided,
however, that nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim or notice, or to take
any action with respect to the Pledged Collateral or any part thereof or the monies due or to
become due in respect thereof or any property covered thereby. The Collateral Agent and the other
Second Priority Secured Parties shall be accountable only for amounts actually received hereunder,
and neither they nor their shareholders, officers, directors, employees or agents shall be
responsible to any Pledgor for any act or failure to act hereunder, except for their own gross
negligence, bad faith or willful misconduct.




          SECTION 12. Collateral Agent May Perform. If any Pledgor fails to perform any
agreement contained herein, upon written notice to such Pledgor and to the extent the applicable
Pledgor has not remedied such failure to perform within 30 days, the Collateral Agent may itself
perform, or cause performance of, such agreement, and the reasonable out-of-pocket expenses of the
Collateral Agent incurred in connection therewith shall be payable by the Pledgors under Section 10
hereof.




          SECTION 13. Waivers; Amendment.




     (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Collateral Agent hereunder and of the other Second Priority Secured Parties under
the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provisions of this Agreement or consent to any departure by
any Pledgor therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any Pledgor in any case shall
entitle such Pledgor to any other or further notice or demand in similar or other circumstances.



9









 





     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Collateral Agent and the Pledgor or
Pledgors with respect to which such waiver, amendment or modification is to apply, subject (other
than in the case of any Schedule hereto) to Section 10.08 of the Credit Agreement and the
Intercreditor Agreement.



          SECTION 14. Securities Act, Etc. In view of the position of the Pledgors in relation
to the Pledged Securities, or because of other current or future circumstances, a question may
arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from
time to time in effect being called the “Federal Securities Laws”) with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that
compliance with the Federal Securities Laws might limit the course of conduct of the Collateral
Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged
Securities, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal
restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part
of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws
analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the
purchasers to those who will agree, among other things, to acquire such Pledged Securities for
their own account, for investment, and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral
Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Securities or part thereof shall
have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single
potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale
might result in prices and other terms less favorable to the seller than if such sale were a public
sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no
responsibility or liability for selling all or any part of the Pledged Securities at a price that
the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under
the circumstances, notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or if more than a
single purchaser were approached. The provisions of this Section 14 will apply notwithstanding the
existence of a public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.




          SECTION 15. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each
Pledgor hereunder, shall, to the fullest extent permitted by applicable law, be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of the Loan Documents, any
agreement with respect to any of the Second Priority Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Second Priority Obligations, or any other amendment
or waiver of or any consent to any departure from any Loan Document or any other agreement or
instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any
other collateral, or any release or amendment or waiver of or consent to or




10









 




departure from any guarantee, for all or any of the Second Priority Obligations or (d) any
other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Pledgor in respect of the Second Priority Obligations or in respect of this Agreement (other than
that the Second Priority Obligations Payment Date shall have occurred).




          SECTION 16. Termination or Release.




     (a) This Agreement and the pledge and security interest created hereby shall terminate without
any further action by any Person when the Second Priority Obligations Payment Date shall have
occurred.



     (b) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted
under the Credit Agreement to any person that is not a Pledgor, or, upon the effectiveness of any
written consent to the release of the security interest granted hereby in any Pledged Collateral
pursuant to the Credit Agreement, the security interest in such Pledged Collateral shall be
automatically released.



     (c) Upon termination of this Agreement or release of the security interest in any Pledged
Collateral pursuant to (a) or (b) above, the Collateral Agent shall promptly execute and deliver to
the Pledgors, at the Pledgors’ expense, all appropriate documents which the Pledgors shall
reasonably request to evidence such termination or release. Any execution and delivery of
termination statements or documents pursuant to this Section 16 shall be without recourse to or
warranty by the Collateral Agent.



          SECTION 17. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and delivered in the manner and at the
addresses set forth in, and otherwise in accordance with, Section 10.01 of the Credit Agreement.




          SECTION 18. Further Assurances. Each Pledgor agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments, agreements and
instruments, as the Collateral Agent may at any time reasonably request in connection with the
administration and enforcement of this Agreement or with respect to the Pledged Collateral or any
part thereof or in order better to assure and confirm unto the Collateral Agent its rights and
remedies hereunder, in each case to the extent required by the terms hereof or the terms of the
Credit Agreement.




          SECTION 19. Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the
successors and permitted assigns of such party; and all covenants, promises and agreements by or on
behalf of any Pledgor that are contained in this Agreement shall bind and inure to the benefit of
its successors and assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral
Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective
successors and permitted assigns, and shall inure to the benefit of such Pledgor, the Collateral
Agent and the other Second Priority Secured Parties, and their respective successors and permitted
assigns, except that no Pledgor shall have the right to assign its rights hereunder or




11









 




any interest herein or in the Pledged Collateral (and any such attempted assignment shall be
void), except as permitted by this Agreement or the other Loan Documents. This Agreement shall be
construed as a separate agreement with respect to each Pledgor and may be amended, restated,
amended and restated, modified, supplemented, waived or released with respect to any Pledgor
without the approval of any other Pledgor and without affecting the obligations of any other
Pledgor hereunder.




          SECTION 20. Set-Off. Upon the occurrence and during the continuance of any Event of
Default pursuant to Section 7.01(b) of the Credit Agreement, the Collateral Agent, the
Administrative Agent and each Second Priority Secured Party (and their respective banking
Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in
each case, held in trust for an identified beneficiary) at any time held and other indebtedness at
any time owing by the Collateral Agent, the Administrative Agent and each such Second Priority
Secured Party (or any of such banking Affiliates) to or for the credit or the account of the
Borrower or any Guarantor against any and all of any such overdue amounts owing under the Loan
Documents, irrespective of whether or not the Collateral Agent, the Administrative Agent or such
Second Priority Secured Party shall have made any demand under any Loan Document. Each Second
Priority Secured Party, the Collateral Agent and the Administrative Agent agree promptly to notify
the Borrower and Guarantors after any such set-off and application made by such Second Priority
Secured Party, the Collateral Agent or the Administrative Agent (or any of such banking
Affiliates), as the case may be, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Second Priority Secured Party, the
Collateral Agent and the Administrative Agent under this Section are in addition to other rights
and remedies which such Second Priority Secured Party, the Collateral Agent and the Administrative
Agent may have upon the occurrence and during the continuance of any Event of Default.




          SECTION 21.Severability. In the event any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction).




          SECTION 22. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without reference to conflict of
laws principles.




          SECTION 23. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute a single contract, and shall become effective as provided in Section 19. Delivery
of an executed counterpart of a signature page to this Agreement by telecopy or electronic .pdf
copy shall be as effective as delivery of a manually executed counterpart of this Agreement.




          SECTION 24. Jurisdiction; Consent to Service of Process.




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     (a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York and of the United
States District Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of
any such action or proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other
Second Priority Secured Party may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any
jurisdiction.



     (b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any court described in subparagraph (a) above. Each Pledgor hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



     (c) Each Pledgor irrevocably consents to service of process in the manner provided for notices
in Section 17 hereof. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.



          SECTION 25. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.




          SECTION 26. Additional Pledgors. Pursuant to Section 5.14 of the Credit Agreement,
each direct or indirect domestic Subsidiary (other than Immaterial Subsidiaries, Excluded
Subsidiaries or Restricted Captive Insurance Company Subsidiaries) of the Borrower that was not in
existence or not a Subsidiary on the date of the Credit Agreement is required to enter into this
Agreement as a Pledgor upon becoming a Subsidiary if such Subsidiary owns or possesses property of
a type that would be considered Pledged Collateral hereunder. Upon execution and delivery by the
Collateral Agent and a Subsidiary of an instrument in the form of Exhibit H to the Credit
Agreement, such Subsidiary shall become a Pledgor hereunder with the same force and effect as if
originally named as a Pledgor herein. The execution and delivery of





13











 




such instrument shall not require the consent of any Pledgor hereunder. The rights and
obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new Pledgor as a party to this Agreement.




     SECTION 27. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the Lien and security interest granted to the Collateral Agent pursuant to this Agreement
or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or
the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of
the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement
shall govern and control with respect to any right or remedy. Without limiting the generality of
the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the
Administrative Agent or the Collateral Agent (and the Lenders) shall be subject to the terms of the
Intercreditor Agreement, and until the First Priority Obligations Payment Date, any obligation of
the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the
delivery or control of any Collateral, the novation of any lien on any certificate of title, bill
of lading or other document, the giving of any notice to any bailee or other Person, the provision
of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if
the Borrower or such Guarantor, as applicable, complies with the requirements of the similar
provision of the applicable First Lien Loan Document. Until the First Priority Obligations Payment
Date, the delivery of any Collateral to the First Lien Collateral Agent pursuant to the First Lien
Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.



[Remainder of Page Intentionally Left Blank]




14









 





     IN WITNESS WHEREOF, each of the Pledgors has caused this Agreement to be duly executed by its
officer thereunto duly authorized as of the date and year first above written.



	 	 	 	 	 	 	 
	 	 	DELTA AIR LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ASA HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	COMAIR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	COMAIR HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	COMAIR SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CROWN ROOMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DAL GLOBAL SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature Page to Second Lien Pledge Agreement




 









 








	 	 	 	 	 	 	 
	 	 	DAL MOSCOW, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA AIRELITE BUSINESS JETS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA BENEFITS MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA CONNECTION ACADEMY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA LOYALTY MANAGEMENT
     SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA TECHNOLOGY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EPSILON TRADING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature Page to Second Lien Pledge Agreement




 









 








	 	 	 	 	 	 	 
	 	 	KAPPA CAPITAL MANAGEMENT, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





Signature Page to Second Lien Pledge Agreement



 









 








	 	 	 	 	 	 	 
	 	 	Accepted and Agreed to:	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature Page to Second Lien Pledge Agreement




 









 








EXHIBIT C




Schedule I to the Second Lien Pledge Agreement




EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	No. and Class	 	 
	 	 	 	 	 	 	 	 	Certificate	 	of Equity	 	%
	Issuer	 	Pledgor	 	Number	 	Interests	 	Owned





INDEBTEDNESS




Schedule I to Second Lien Pledge Agreement




 









 





EXHIBIT C




ANNEX I




FORM OF SUPPLEMENT




SUPPLEMENT NO. ___ TO

SECOND LIEN PLEDGE AGREEMENT DATED AS OF APRIL 30, 2007




          WHEREAS, pursuant to that certain Second Lien Pledge Agreement, dated as of April 30, 2007 (as
the same has been, or may hereafter be, amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Pledge Agreement”; capitalized terms used herein
without definition have the meanings given to them in the Pledge Agreement) made by DELTA AIR
LINES, INC. (the “Borrower”), the direct and indirect domestic subsidiaries of the Borrower
signatory thereto, [ANY ADDITIONAL PLEDGORS,] (together with the Borrower, the “Pledgors”),
in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (the “Collateral Agent”) for the Second
Priority Secured Parties, the Pledgors have granted and pledged to the Collateral Agent for the
ratable benefit of the Second Priority Secured Parties, a security interest in all of the Pledgors’
right, title and interest in, to and under the Pledged Collateral, all as more fully set forth in
the Pledge Agreement.




          A. WHEREAS, the Pledgors have acquired or created additional Pledged Collateral since the date
of execution of the Pledge Agreement and the most recent Supplement thereto and hold certain
additional Pledged Collateral; and




          B. WHEREAS, Schedule I to the Pledge Agreement does not reflect Pledged Collateral
acquired or created by the Pledgors since the date of execution of the Pledge Agreement and the
most recent Supplement thereto.




          THEREFORE,




          To secure the prompt and complete payment when due of the Second Priority Obligations (other
than contingent indemnification obligations not due and payable) of the Borrowers, to secure the
performance and observance by each of the Pledgors of all the agreements, covenants and provisions
contained in the Credit Agreement and in the Loan Documents for the benefit of the Collateral Agent
on behalf of the Second Priority Secured Parties, the Pledgors do hereby grant to the Collateral
Agent, for the ratable benefit of the Second Priority Secured Parties, a security interest (subject
to Liens permitted by the Credit Agreement) in and to all of the Pledgors’ right, title and
interest in and to the Pledged Collateral being added to Schedule I to the Pledge Agreement
below.




          The Pledge Agreement is hereby supplemented, effective as of the date hereof, by amending
Schedule I thereof so as to reflect all of the Pledged Collateral in and to which the
Pledgors have granted a security interest to the Collateral Agent, for the ratable benefit of the
Second Priority Secured Parties, pursuant to the terms of the Pledge Agreement and the Credit
Agreement.




          The following Pledged Collateral is hereby added to Schedule I to the Pledge
Agreement:




 









 








EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	No. and Class	 	 
	 	 	 	 	 	 	 	 	Certificate	 	of Equity	 	%
	Issuer	 	Pledgor	 	Number	 	Interests	 	Owned





INDEBTEDNESS




          Except as expressly supplemented hereby, the Pledge Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof. As used in the Pledge
Agreement, the terms “Agreement”, “this Agreement”, “this Pledge Agreement”, “herein”, “hereafter”,
“hereto”, “hereof” and words of similar import, shall, unless the context otherwise requires, mean
the Pledge Agreement as supplemented by this Supplement and all other Supplements.




          This Supplement shall be construed as supplemental to the Pledge Agreement and shall form a
part thereof, and the Pledge Agreement and all documents contemplated thereby and any previously
executed Supplements thereto, are each hereby incorporated by reference herein and confirmed and
ratified by the Pledgors.




          The execution and filing of this Supplement, and the addition of the Pledged Collateral set
forth herein are not intended by the parties to derogate from, or extinguish, any of the rights or
remedies of the Collateral Agent under (i) the Pledge Agreement and/or any agreement, amendment or
supplement thereto or any other instrument executed by the Pledgors or (ii) any financing
statement, continuation statement, deed or charge or other instrument executed by the Pledgors and
heretofore filed in any state or county in the United States of America or elsewhere.




          THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES.




          This Supplement may be executed in any number of counterparts, each of which when so executed
and delivered shall constitute an original for all purposes, but all such counterparts taken
together shall constitute but one and the same instrument. Any signature delivered by a party by
facsimile or .pdf electronic transmission shall be deemed to be an original signature thereto.




 









 








[Remainder of Page Intentionally Left Blank]




 









 





     IN WITNESS WHEREOF, the Pledgors have caused this Supplement No. ___ to the Second Lien Pledge
Agreement to be duly executed as of the date and year first written above.



	 	 	 	 	 	 	 
	 	 	[NAME OF EACH PLEDGOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Accepted and Agreed to:	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







Page 4











 





EXHIBIT D




SECOND LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT




Dated as of April 30, 2007




from




Delta Air Lines, Inc.,




and




Comair, Inc.




as Grantors




to




GOLDMAN SACHS CREDIT PARTNERS L.P.,




as Collateral Agent




 









 




THIS SECOND LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).




SECOND LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT




     SECOND LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT dated as of April [30], 2007
(this “Agreement”), made by DELTA AIR LINES, INC., a Delaware corporation (the
“Borrower”), and COMAIR, INC., an Ohio corporation (“Comair” and, together with the
Borrower, the “Grantors”, and each a “Grantor”), to GOLDMAN SACHS CREDIT PARTNERS
L.P., acting as collateral agent (the “Collateral Agent”) for the Second Priority Secured
Parties (as defined in the Intercreditor Agreement referred to in the Credit Agreement described
below).



W I T N E S S E T H:




     WHEREAS, in connection with the execution and delivery of this Agreement, the Borrower is
entering into a Second Lien Term Loan and Guaranty Agreement dated as of the date hereof (as
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the Borrower, the Subsidiaries of the Borrower party thereto, Goldman Sachs
Credit Partners L.P., as administrative agent and collateral agent for the lenders from time to
time party thereto (the “Lenders”), Barclays Capital, as syndication agent, Goldman Sachs
Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as co-lead arrangers, Goldman
Sachs Credit Partners L.P., Merrill Lynch Commercial Finance Corp. and Barclays Capital, as joint
bookrunners, Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as co-documentation
agents, and the Lenders; and



     WHEREAS, unless otherwise defined herein, terms defined in the Credit Agreement are used
herein as therein defined; and



     WHEREAS, pursuant to the guaranty set forth in Section 9 of the Credit Agreement, the
Guarantors have agreed to guarantee the payment in full of all the Second Priority Obligations of
the Borrower; and



     WHEREAS, it is a condition precedent to the making of Loans that the Grantors shall have
granted a security interest in, pledge of and lien on the Collateral as security for the Second
Priority Obligations; and



     WHEREAS, the parties hereto desire to more fully set forth their respective rights in
connection with such security interest, pledge and lien; and



     NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Loans, the Grantors hereby agree with the Collateral Agent as follows:



 









 





     Section 1. Pledge. Each of the Grantors hereby pledges to the Collateral Agent and
grants to the Collateral Agent for the ratable benefit of the Second Priority Secured Parties a
security interest in all of such Grantor’s right, title and interest in and to each of the
following, whether now owned, held or hereafter acquired by such Grantor, and whether now or
hereafter existing or arising (together, the “Collateral”):



          (a) each and every FAA Slot of such Grantor; and




          (b) to the extent permitted under Applicable Law, each and every Route of such Grantor; and




          (c) to the extent permitted by applicable law and contract, each and every Gate Interest of
such Grantor; and




          (d) to the extent permitted by applicable law, each and every Foreign Slot of such Grantor;
and




          (e) to the extent permitted by applicable law and contract, all Supporting Route Facilities
of such Grantor; and




          (f) all Proceeds of any kind of any and all of the foregoing (including, without limitation,
in the cases of the Collateral listed in (c), (d) and (e), above, the proceeds (of any kind)
received or to be received by such Grantor upon the transfer or other disposition of such
Collateral notwithstanding whether the pledge and grant of the security interest in such
Collateral is legally effective under applicable law).



It being understood, that no Grantor shall be deemed to have granted, assigned, conveyed,
mortgaged, pledged, hypothecated or transferred (such actions, collectively, the “granting of a
security interest”) over Collateral insofar as such granting of a security interest would
constitute a breach or violation of a valid and effective restriction in favor of a third party
(including, but not limited to, any mandatory consent rights, and the parties hereby agree that
the Collateral Agent shall not require any actions to be taken with respect to such consent rights
except following the occurrence of an Event of Default as specifically provided herein) that would
result in the termination of such Grantor’s interest in such Collateral or give rise to any valid
and effective indemnification obligation or any valid and effective right to terminate or commence
the exercise of remedies under such restriction. Notwithstanding the foregoing, in no event shall
“Collateral” include any Excluded Property.




     Section 2. Security For Second Priority Obligations. This Agreement and the
Collateral secure the payment of the Grantors’ Second Priority Obligations (as defined in the
Intercreditor Agreement), now or hereafter existing, under the Credit Agreement and the other Loan
Documents (and any other documents in respect of such Second Priority Obligations).



     Section 3. No Release. Nothing set forth in this Agreement shall relieve any Grantor
from the performance of any term, covenant, condition or agreement on such Grantor’s part to be
performed or observed under or in respect of any of the Collateral or from any liability to any
Person under or in respect of any of the Collateral or impose any obligation on the Collateral
Agent or any Second Priority Secured Party to perform or observe any such term, covenant,



2









 







condition or agreement on such Grantor’s part to be so performed or observed or impose any
liability on the Collateral Agent or any Second Priority Secured Party for any act or omission on
the part of such Grantor relating thereto or for any breach of any representation or warranty on
the part of any Grantor contained in this Agreement, or in respect of the Collateral or made in
connection herewith or therewith. This Section shall survive the termination of this Agreement and
the discharge of any Grantor’s other obligations hereunder and under the Loan Documents.



     Section 4. Representation, Warranties And Covenants. Each of the Grantors represents,
warrants and covenants as follows:




          (a) Filings. To the extent that perfection is governed by the Uniform Commercial
Code in effect in the State of New York from time to time, all filings, registrations and
recordings necessary under U.S. law to create, preserve, protect and perfect the security interest
granted by the Grantors to the Collateral Agent hereby in respect of the Collateral in which the
Grantors are permitted by applicable law to grant a security interest have been accomplished, and
such security interest granted to the Collateral Agent pursuant to this Agreement in and to the
Collateral will constitute a perfected security interest therein prior to the rights of all other
Persons therein (but subject, however, to the authority of the DOT and any Foreign Aviation
Authority or any Airport Authority to amend or withdraw the Routes or Supporting Route Facilities
and/or the authority of the FAA to withdraw FAA Slots pursuant to Title 49 and Title 14, the
rights of other applicable Governmental Authorities, Airport Authorities or Foreign Aviation
Authorities with respect to Routes, Foreign Slots and Supporting Route Facilities, and the rights
of the lessor, sub-lessor or other Person providing any Grantor (or to which the Grantor provides)
the authority to occupy and/or use the Gate Interests and Supporting Route Facilities) and subject
to no other Liens other than Liens permitted pursuant to Section 6.01 of the Credit Agreement.
Nothing herein shall be construed to require Grantors to record any memoranda of lease or similar
instruments with respect to Gate Interests.




          (b) Ownership. Each Grantor is, and as to Collateral acquired by it from time to
time after the date hereof, such Grantor will be, the holder of all of such Collateral free from
any Lien (other than the Liens referred to in Section 6.01 of the Credit Agreement and subject to
the regulatory authority of the DOT and the FAA under Title 49 and the regulatory authority of
Foreign Aviation Authorities under applicable law). Subject to the preceding sentence, the
Grantors shall defend the Collateral against any and all claims and demands of all Persons at any
time claiming any interest therein adverse to the Collateral Agent or any Second Priority Secured
Party.




          (c) No Competing Interests. Except as otherwise permitted by clauses (i) and (ii)
below, there is no financing statement (or to any Grantor’s knowledge, without independent
investigation, similar statement or instrument of registration under the law of any jurisdiction
intended to provide notice of a Lien) covering or purporting to cover any interest of any kind in
the Collateral, and so long as the Credit Agreement has not been terminated or any of the Second
Priority Obligations remain unpaid, the Grantors shall not execute or authorize to be filed in any
public office any financing statement (or similar statement or instrument of registration under
the law of any jurisdiction intended to provide notice of a Lien) relating to the Collateral of
the Grantors, except financing statements filed or to be filed in respect of and



3









 







covering the security interests (i) granted hereby to the Collateral Agent and (ii) granted
to the holders of Liens permitted pursuant to Section 6.01 of the Credit Agreement.




          (d) Location. The chief executive office of each Grantor is located at the address
listed opposite such Grantor’s name on Schedule 4(d) hereto, which schedule may be updated from
time to time.




          (e) As to FAA Slots. Set forth on Schedule 4(e) is a true, correct and complete list
of each Grantor’s Appraised FAA Slots as of the date of this Agreement, which Schedule 4(e) shall
be revised from time to time by such Grantor as provided for in Section 6(d)(i) of this Agreement.
Each Grantor represents and warrants that (A) it holds each of the FAA Slots pursuant to
authority granted by the FAA, other applicable Governmental Authority or Airport Authority,
pursuant to Title 14 or Title 49, as the case may be, or other applicable law, (B) it has, at all
times after obtaining each FAA Slot, complied in all material respects with all of the terms,
conditions and limitations of each rule or regulation of the FAA, DOT, any other applicable
Governmental Authority or Airport Authority applicable thereto and with all applicable provisions
of law, and (C) there exists no violation of such terms, conditions, limitations or law that gives
the FAA, DOT, other applicable Governmental Authority or Airport Authority the right to terminate,
cancel, suspend, withdraw or modify, in any materially adverse respect, the rights of such Grantor
in any such FAA Slot except to the extent that such failure to comply could not be reasonably
expected to result in a Material Adverse Effect.




          (f) As to Primary Foreign Slots. Set forth on Schedule 4(f) is a true, correct and
complete list of each Grantor’s Primary Foreign Slots as of the date of this Agreement, which
Schedule 4(f) shall be revised from time to time by such Grantor as provided for in Section
6(d)(i) of this Agreement. Each Grantor represents and warrants that it holds the requisite
authority and holds each of the Primary Foreign Slots pursuant to authority granted by the
applicable Foreign Aviation Authorities, and that it has, at all times after obtaining each such
Primary Foreign Slot, complied in all material respects with all of the terms, conditions, and
limitations of each rule or regulation of the applicable Foreign Aviation Authorities regarding
such Primary Foreign Slots and with all applicable provisions of foreign law, and that there
exists no violation of such terms, conditions, limitations or foreign law that gives any Foreign
Aviation Authority the right to terminate, cancel, suspend, withdraw or modify the rights of such
Grantor in any Primary Foreign Slot in any materially adverse respect except to the extent that
such failure to comply could not be reasonably expected to result in a Material Adverse Effect.




          (g) As to Primary Gate Interests.




                    (i) Set forth on Schedule 4(g) is a true, correct and complete list of each Grantor’s
Primary Gate Interests as of the date of this Agreement which Schedule 4(g) shall be revised
from time to time by such Grantor as provided for in Section 6(d)(iii) of this Agreement.
Except for matters that would not reasonably be expected to result in a Material Adverse Effect,
each Grantor represents and warrants that (A) it holds the Primary Gate Interests pursuant to
authority granted by the applicable Governmental Authority or Airport Authority, and (B) no
violation by the Grantor of any terms, conditions, or limitations of any



4









 







rule or regulation of the applicable Governmental Authority or Airport Authority regarding
such Primary Gate Interests or any applicable provisions of law has occurred and is continuing
that would give any Governmental Authority or Airport Authority the right to terminate, cancel,
suspend, withdraw or modify in any materially adverse respect the rights of such Grantor in any
such Primary Gate Interests.




                    (ii) Each Grantor represents and warrants that it is utilizing the Primary Gate Interests
in a manner consistent in all material respects with applicable law, regulations and contracts
in order to preserve its right to hold and have access to the Primary Gate Interests to the
extent necessary to operate sufficient service over each Primary Route to maintain its rights in
and to such Primary Route and the Primary Foreign Slot associated with such Primary Route. No
Grantor has received any written notice from any Governmental Authority or Airport Authority, or
is aware of any other event or circumstance, that would be reasonably likely to impair its right
to hold and use any Primary Gate Interest in any materially adverse respect except to the extent
that such failure to comply could not be reasonably expected to result in a Material Adverse
Effect.




          (h) As to Primary Routes. Set forth on Schedule 4(h) is a true, correct and complete
list of each Grantor’s Primary Routes as of the date of this Agreement, which Schedule 4(h) shall
be revised from time to time by such Grantor as provided for in Section 6(d)(ii) of this
Agreement.




          (i) As to Primary Supporting Route Facilities. Set forth on Schedule 4(i) is a true,
correct and complete list of each Grantor’s Primary Supporting Route Facilities as of the date of
this Agreement, which Schedule 4(i) shall be revised from time to time by such Grantor as provided
in Section 6(d)(iii) of this Agreement. Each Grantor represents and warrants that (A) it holds
the Primary Supporting Route Facilities pursuant to authority granted by the applicable Foreign
Aviation Authorities or Airport Authorities, and (B) no violation by such Grantor of any terms,
conditions, or limitations of any rule or regulation of the applicable Foreign Aviation
Authorities or Airport Authorities regarding such Primary Supporting Route Facilities or any
applicable provisions of foreign law has occurred and is continuing that gives the applicable
Foreign Aviation Authorities or Airport Authority the regulatory authority to terminate, cancel,
suspend, withdraw or modify in any materially adverse respect the rights of such Grantor in any
Primary Supporting Route Facilities except to the extent that such violation could not reasonably
be expected to result in a Material Adverse Effect.




          (j) Authority and Accuracy. Except as otherwise provided to the contrary herein,
each Grantor has full corporate power and authority and legal right to grant a security interest
in and pledge all the Collateral of such Grantor pursuant to this Agreement. All information set
forth herein relating to the Collateral of any Grantor is accurate in all material respects as of
the date hereof.




          (k) Consents. No consent of any other party (including, without limitation,
stockholders or creditors of any Grantor), and no consent, authorization, approval, or other
action by, and (except in connection with the perfection of the Liens created hereby) no notice to
or filing with, any Governmental Authority or other Person is required either (i) for the pledge
by each Grantor of the Collateral, with respect to which such Grantor is permitted under



5









 







applicable law and contract to so pledge, pursuant to this Agreement or for the execution,
delivery or performance of this Agreement or (ii) for the exercise by the Collateral Agent of the
rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to
this Agreement; provided, however, that (A) any transfer of FAA Slots is subject
to confirmation by the FAA, (B) the transfer of certain Routes is subject to approval by the DOT
pursuant to Section 41105 of Title 49, (C) the transfer of Routes may be subject to Presidential
review pursuant to Section 41307 of Title 49 and the pledge of, transfer of, and exercise of
remedies with respect to Routes, may be subject to the approval of Foreign Aviation Authorities,
(D) the pledge or transfer of Gate Interests may be subject to approval by Governmental
Authorities or Airport Authorities, aviation authorities, air carriers or other lessors and (E)
the transfer of, pledge of, and exercise of remedies with respect to, Foreign Slots and Supporting
Route Facilities may be subject to approval by Foreign Aviation Authorities or Airport
Authorities.




          (l) Recourse. This Agreement is made with full recourse to each Grantor and pursuant
to and upon all the warranties, representations, covenants and agreements on the part of each
Grantor contained herein, in the other Loan Documents and otherwise in writing in connection
herewith or therewith.



     Section 5. Supplements, Further Assurances.




          (a) At the reasonable request of the Collateral Agent, each Grantor shall promptly execute
and deliver to the Collateral Agent, at any time and from time to time, at the expense of such
Grantor, documentation in form and substance reasonably satisfactory to the Collateral Agent, and
take all further action, that may be required or that the Collateral Agent reasonably requests,
evidencing the security interests granted hereby and providing for the perfection, preservation
and protection of such security interests, and enabling the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Collateral of such Grantor.




          (b) Each Grantor authorizes the Collateral Agent to prepare and file such financing and
continuation statements, in form and substance reasonably acceptable to it, as may from time to
time be necessary to grant, continue and maintain a valid, enforceable, second priority security
interest in the Collateral of such Grantor and the other rights, as against third parties provided
hereby, all in accordance with the Uniform Commercial Code as enacted in any and all relevant
jurisdictions or any other relevant law. Each Grantor shall pay any applicable filing fees and
other expenses related to the filing of financing and continuation statements in the United States
or the expenses for other action taken in accordance with this Agreement (whether by the
Collateral Agent or by such Grantor upon the Collateral Agent’s reasonable request) to perfect the
security interest granted hereunder. Each Grantor hereby authorizes the Collateral Agent to file
any financing or continuation statements without the signature of such Grantor when permitted by
law. No Grantor shall be required to seek a memorandum of lease or leasehold mortgage or similar
instrument or filing with respect to Gate Interests of Supporting Route Facilities.




          (c) Notwithstanding anything to the contrary herein, the Collateral Agent shall not take any
security interest in, or prior to the occurrence of any Event of Default, require any



6









 







actions to be taken with respect to those assets as to which Collateral Agent shall
determine, in its reasonable discretion, that the costs of obtaining such security interest or
taking such action are excessive in relation to the benefit to the Second Priority Secured Parties
afforded thereby.




          (d) As required pursuant to Section 5.16(b) of the Credit Agreement, upon any Guarantor
acquiring any right, title or interest in or to any Collateral (including any Proceeds of any of
the foregoing), the Borrower shall cause such Guarantor to become a party to this Agreement the
result of which shall be that such Guarantor shall have pledged to the Collateral Agent, and
granted the Collateral Agent, a duly perfected second priority security interest (subject to
Specified Permitted Collateral Liens) in and to such Collateral (and such Collateral shall
otherwise be subject only to those Liens permitted pursuant to Section 6.01 of the Credit
Agreement), to the same extent and subject to the same terms and conditions as each Grantor is
subject hereunder.



     Section 6. Affirmative Covenants and Provisions Concerning Collateral.




          (a) Notice of Violations of Laws and Regulations. Each Grantor agrees to give the
Collateral Agent notice of any material violations of any applicable laws, foreign laws, treaties
or agreements, rules, or regulations (collectively, the “Requirements”) (whether presently
in effect or hereinafter enacted, passed, promulgated, made, issued or adopted by the DOT, FAA, any
Governmental Authority, Foreign Aviation Authorities or Airport Authorities) affecting the
Collateral or such Grantor’s use thereof, by sending within fifteen (15) business days after
service upon, or receipt by, an SGR Responsible Officer of such Grantor, a copy of each and every
one thereof to the Collateral Agent. At the same time, such Grantor will inform the Collateral
Agent as to the work or steps which such Grantor proposes to do or take in order to correct the
violation. Notwithstanding the foregoing, however, if such work or step would require any
alterations which would, in such Grantor’s reasonable opinion, reduce the value of the Collateral,
such Grantor may defer compliance therewith, as long as such deferral is consistent with applicable
law in order that such Grantor may, at such Grantor’s expense, contest or seek modification of or
other relief with respect to such Requirements so long as such contest or the seeking of such
relief does not involve any substantial danger of the sale, forfeiture or loss of the related
Collateral.




          (b) Notice of Changes in Laws and Regulations. Each Grantor agrees to use
commercially reasonable efforts to give the Collateral Agent notice of any material changes in or
new applicable Requirements that could reasonably be expected to have a materially adverse effect
on the Appraised FAA Slots, Primary Foreign Slots or Primary Routes or such Grantor’s use of any
of the foregoing, by sending within forty-five (45) days after service upon, receipt by, or after
the same otherwise comes to the attention of an SGR Responsible Officer of such Grantor, a copy of
each and every such change to the Collateral Agent.




          (c) Updated Schedules.




                    (i) Appraised FAA Slots and Primary Foreign Slots. Each Grantor shall deliver or
cause to be delivered to the Collateral Agent, at such Grantor’s expense, updated Schedules 4(e)
and 4(f) to replace the then-existing Schedules 4(e) or 4(f), as the case may be, (A) from time to
time to reflect the allocation to, or the acquisition, by whatever means, by such



7









 







Grantor of any permanent FAA Slots which such Grantor wishes to designate as Appraised FAA Slots or
any Foreign Slot which Grantor desires to add to Schedule 4(f), (B) upon delivery of any
certificate pursuant to Section 5.01(m) of the Credit Agreement reflecting any permanent
disposition or transfer by such Grantor of any Appraised FAA Slot or Primary Foreign Slot permitted
pursuant to the terms of the Credit Agreement or (C) upon any reasonable request by the Collateral
Agent to update such Schedules 4(e) and 4(f).




                    (ii) Primary Routes. Each Grantor shall deliver or cause to be delivered to the
Collateral Agent, at such Grantor’s expense, an updated Schedule 4(h) to replace the then-existing
Schedule 4(h) (A) from time to time to reflect any allocation to, or acquisition by, such Grantor
of an additional Route which such Grantor wishes to designate as a Primary Route, (B) upon delivery
of any certificate pursuant to Section 5.01(m) of the Credit Agreement reflecting any permanent
disposition or transfer by such Grantor of any Primary Route permitted pursuant to the terms of the
Credit Agreement or (C) upon any reasonable request by the Collateral Agent to update such Schedule
4(h).




                    (iii) Primary Gate Interests and Primary Supporting Route Facilities. Each Grantor
shall deliver or cause to be delivered to the Collateral Agent, at such Grantor’s expense, updated
Schedules 4(g) and 4(i) to replace the then-existing Schedule 4(g) and 4(i) (A) upon delivery of
any certificate pursuant to Section 5.01(m) of the Credit Agreement reflecting airports associated
with additional Primary Routes allocated to or acquired by a Grantor which airports are not already
listed on Schedule 4(g) or Schedule 4(i) or (B) upon any reasonable request by the Collateral Agent
to update such Schedules 4(g) and 4(i).



     Section 7. Collateral Agent Appointed.




          (a) Attorney-In-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent
as such Grantor’s attorney-in-fact (which appointment shall be irrevocable and deemed coupled with
an interest) with full authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, from time to time in the Collateral Agent’s discretion, upon and during the
occurrence and continuation of an Event of Default, to take any action and to execute any
instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation:




                    (i) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the Collateral;




                    (ii) to receive, endorse, and collect any instruments and documents in connection with
clause (i) above;




                    (iii) to receive, endorse and collect all instruments made payable to such Grantor
representing any distribution in respect of the Collateral or any part thereof and to give full
discharge for the same; and




                    (iv) to file any claims or take any action or institute any proceedings which the
Collateral Agent may deem necessary or desirable for the collection



8









 







of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with
respect to any of the Collateral.




          (b) Collateral Agent’s Duties. The powers conferred on the Collateral Agent
hereunder are solely to protect its interest and the interests of the Second Priority Secured
Parties in the Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the accounting for moneys
actually received by the Collateral Agent hereunder, the Collateral Agent shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral, whether or not the Collateral Agent has or has
been or is deemed to have knowledge of such matters.



     Section 8. Collateral Agent May Perform. If any Grantor fails to perform any
agreement contained herein within a reasonable time after receipt of a written request to do so
from the Collateral Agent, the Collateral Agent may perform, or cause performance of, such
agreement, and the reasonable expenses of the Collateral Agent, including, without limitation, the
reasonable fees and expenses of counsel, incurred in connection therewith, shall be payable by such
Grantor and shall be considered Second Priority Obligations.



     Section 9. Events Of Default, Remedies.




          (a) Events Of Default. It shall be an Event of Default hereunder if under the Credit
Agreement an “Event of Default” shall occur.




          (b) Remedies; Obtaining Collateral Upon Event Of Default. If any Event of Default
shall have occurred and be continuing, then and in every such case, the Collateral Agent may, at
any time or from time to time during the continuance of such Event of Default:




                    (i) Declare the entire right, title and interest of the Grantors in and to each Slot
vested, subject to the requirements imposed by Title 49, Title 14, other applicable law and
regulations and the FAA and any other applicable Governmental Authority or Airport Authority, in
which event such rights, title and interest shall immediately vest in the Collateral Agent, in
which case the Collateral Agent may or may cause the Grantors to effectuate the transfer of any
or all of the Slots and the Grantors agree to execute and deliver such transfer documents, deeds
of conveyance, assignments and other documents or instruments (including any notices or
applications to the DOT, FAA, any other Governmental Authority or Airport Authority having
jurisdiction over any such Slot or the use thereof) as shall be required or requested by the
Collateral Agent in order to effectuate the transfer of such Slots, together with copies of any
certificates, confirmations, notices or orders issued by the FAA, other applicable Governmental
Authority or Airport Authority representing same and any other rights of the Grantors with
respect thereto, to any designee or designees selected by the Collateral Agent if required by
applicable law or regulation; it being understood that, as of the date hereof, transfers of
Slots within the United States must accommodate the FAA requirement that such Slots be used only
by air carriers generally; it being further understood that each Grantor’s obligation to deliver
such Collateral and such documents and instruments with respect thereto is of the essence of
this Agreement and that, accordingly, upon application to a court of equity having jurisdiction,
the Collateral Agent



9









 







shall be entitled to a decree requiring specific performance by each Grantor of said
obligations; and




                    (ii) In the Collateral Agent’s reasonable discretion, the Collateral Agent may use the
blank, undated, signed Slot transfer documents held in escrow (in the form of Exhibit I hereto)
as a means to effectuate a transfer as contemplated herein; and




                    (iii) Declare, to the extent permitted by foreign law or regulations, the entire right,
title and interest of each Grantor in and to each Foreign Slot vested, subject to the
requirements imposed by foreign law, regulations and Foreign Aviation Authorities, in which
event such rights, title and interest shall immediately vest in the Collateral Agent, in which
case the Collateral Agent may or may cause such Grantor to effectuate the transfer of any or all
of the Foreign Slots as may be required under foreign law or regulations and each Grantor agrees
to execute and deliver such transfer documents, deeds of conveyance, assignments and other
documents or instruments (including any notices or applications to the Foreign Aviation
Authorities, Airport Authority or any other Governmental Authority having jurisdiction over any
such Foreign Slot or the use thereof) and to take such other actions and use its reasonable best
efforts (including seeking the assistance of the U.S. Government) as shall be reasonably
required or requested by the Collateral Agent in order to effectuate the transfer of such
Foreign Slots; it being understood that, with respect to each Foreign Slot, if any of the
foregoing is not permitted under applicable law, foreign law or regulations, the Collateral
Agent for the ratable benefit of the Second Priority Secured Parties shall nevertheless continue
to have all of each Grantor’s right, title and interest in and to all of the proceeds (of any
kind) received or to be received by such Grantor upon the transfer or other disposition of such
Collateral; it being further understood that where it is permitted under foreign law or
regulations, each Grantor’s obligation to deliver such Collateral and such documents and
instruments with respect thereto is of the essence of this Agreement and that, accordingly, upon
application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to
a decree requiring specific performance by each Grantor of said obligations; and




                    (iv) Declare the entire right, title and interest of each Grantor in and to each Route and
the Supporting Route Facilities, vested, subject to the requirements imposed by Title 49, other
applicable law, regulations, the DOT, and Foreign Aviation Authorities, in which event such
rights, title and interest shall immediately vest in the Collateral Agent, and, whether or not
such vesting is legally effective, each Grantor agrees to execute and deliver such deeds of
conveyance, assignments and other documents or instruments (including any notices or
applications to the DOT, FAA, applicable Foreign Aviation Authorities, any other Governmental
Authority or Airport Authority having jurisdiction over any such Route or Supporting Route
Facilities, or the use thereof) and to take such other actions and use its reasonable best
efforts (including seeking the assistance of the U.S. Government) as shall be reasonably
required or requested by the Collateral Agent in order to legally effectuate the transfer of
such Routes and Supporting Route Facilities, together with copies of the certificates or orders
issued by the DOT and the Foreign Aviation Authorities representing the same and any other
rights of each Grantor with respect thereto, and to use its reasonable best efforts to transfer,
assign or convey all of the Routes and the Supporting Route Facilities associated with, or
related to, each Grantor’s operation of the



10









 







applicable Route, to any designee or designees selected by the Collateral Agent and
approved by the DOT and to the extent necessary, by any Foreign Aviation Authorities, any other
Governmental Authority or Airport Authority, it being understood that, with respect to each
Route and Supporting Route Facilities, if any of the foregoing is not permitted under applicable
law, the Collateral Agent for the ratable benefit of the Second Priority Secured Parties shall
nevertheless continue to have all of each Grantor’s right, title and interest in and to all of
the proceeds (of any kind) received or to be received by such Grantor upon the transfer or other
disposition of such Collateral; it being further understood that (A) as of the date hereof, the
transfer of any Route (but not a pledge or the grant of a security interest therein) is subject
to approval by the DOT pursuant to Section 41105 of Title 49 and review by the President
pursuant to Section 41307 of Title 49, and that pursuant to such provisions the Routes may be
transferred only to one or more Certificated Air Carriers and (B) each Grantor’s obligation to
deliver such Collateral and such documents and instruments with respect thereto, including to
use its reasonable best efforts to transfer, assign or convey all of its right, title and
interest in and to the Routes and the Supporting Route Facilities, is of the essence of this
Agreement and that, accordingly, upon application to a court having jurisdiction, the Collateral
Agent shall be entitled to a decree requiring specific performance by each Grantor of said
obligations.




                    (v) Declare the entire right, title and interest of each Grantor in and to each Gate
Interest vested, in which event such rights, title and interest shall immediately vest in the
Collateral Agent, and, whether or not such vesting is legally effective, each Grantor agrees to
execute and deliver such deeds of conveyance, assignments and other documents or instruments as
shall be requested by the Collateral Agent in order to legally effectuate the transfer of such
Gate Interest, to any designee or designees selected by the Collateral Agent and to use its
reasonable best efforts to effect such transfer; it being understood that if any of the
foregoing is not permitted under applicable law or agreement to which any Grantor is a party
relating to a Gate Interest, the Collateral Agent for the ratable benefit of the Second Priority
Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and
interest in and to all of the proceeds (of any kind) received or to be received by such Grantor
upon the transfer or other disposition of such Collateral; it being further understood that any
such Gate Interest transfer may be subject to the approval or consent of the relevant Airport
Authority; and it being further understood that each Grantor’s obligation to deliver such
Collateral and such documents and instruments with respect thereto is of the essence of this
Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the
Collateral Agent shall be entitled to a decree requiring specific performance by each Grantor of
said obligations it being further understood that any such Gate Interest transfer may be subject
to approval or consent by an Airport Authority or airport operator; and



                    (vi) Sell, transfer, lease or otherwise liquidate, or direct each Grantor to sell,
transfer, lease or otherwise liquidate, any or all of the Collateral or any part thereof,
subject to the requirements imposed by Title 14, Title 49, the FAA, the DOT, Foreign Aviation
Authorities and Airport Authorities and take possession of the proceeds of any such sale,
transfer, lease or liquidation.




          (c) Remedies; Disposition Of The Collateral.



11









 






                    (i) The Collateral Agent shall, from time to time exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available to it and to
the extent not in violation of applicable law, including Title 14 and Title 49, and subject to
the approval of the DOT and/or the FAA, all the rights and remedies of a secured party on
default under the UCC in effect in all relevant jurisdictions at the time of an Event of Default
and the Collateral Agent may also in its discretion, without notice except as specified below
and as may be required by applicable law, sell the Collateral or any part thereof in one or more
parcels at public or private sale, at any exchange, broker’s board or at the Collateral Agent’s
offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices
and upon such other terms as the Collateral Agent may deem commercially reasonable. To the
extent not inconsistent with Title 49, Title 14 or the requirements of the DOT or the FAA, the
Collateral Agent or any Second Priority Secured Party may be the purchasers of any or all of the
Collateral at any such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at
such sale, to use and apply any of the Second Priority Obligations owed to such Person as a
credit on account of the purchase price of any Collateral payable by such Person at such sale.
Each purchaser at any such sale shall acquire the property sold absolutely free from any claim
or right on the part of any Grantor, and each Grantor hereby waives, to the fullest extent
permitted by law, all rights of redemption, stay or appraisal which it now has or may at any
time in the future have under any rule of law or statute now existing or hereafter enacted.
Each Grantor agrees that at least ten (10) days’ notice to such Grantor of the time and place of
any public sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any
public or private sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to which it was so
adjourned. Each Grantor hereby waives, to the fullest extent permitted by law, any claims
against the Collateral Agent arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price which might have
been obtained at a public sale.




                    (ii) Except as otherwise provided herein, each Grantor hereby waives, to the fullest extent
permitted by applicable law, notice or judicial hearing in connection with the Collateral
Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral,
including, without limitation, any and all prior notice and hearing for any prejudgment remedy
or remedies and any such right which such Grantor would otherwise have under law, and each
Grantor hereby further waives to the fullest extent permitted by applicable law: (A) all
damages occasioned by such taking of possession; (B) all other requirements as to the time,
place and terms of sale or other requirements with respect to the enforcement of the Collateral
Agent’s rights hereunder; and (C) all rights of redemption, appraisement, valuation, stay,
extension or moratorium now or hereafter in force under any applicable law. Any sale of, or the
grant of options to purchase, or any other realization upon, any Collateral shall operate to
divest all right, title, interest, claim and demand, either at law or in equity, of each Grantor
therein and thereto, and shall be a perpetual bar both at law and in equity against each Grantor
and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned
or realized upon, or any part thereof, from, through and under each of the Grantors.



12









 






          (d) Continuing Use During Remedies. In the event that the Collateral Agent invokes
its rights or remedies under (b) or (c) of this Section, each Grantor shall do or cause to be done
all things necessary to preserve and keep in full force and effect its material rights in and to
use its Routes, Slots and Foreign Slots until the Collateral Agent is able to complete the
transfer or otherwise dispose of such Routes, Slots and Foreign Slots.



     Section 10. Application Of Proceeds. All cash proceeds received by the Collateral
Agent in respect of any sale of, collection from, or other realization upon all or any part of the
Collateral pursuant to the exercise by it of its remedies as a secured party as provided in Section
9 of this Agreement shall, in the discretion of the Administrative Agent, be held by the Collateral
Agent as collateral for, and then at any time thereafter shall, upon instruction from the
Administrative Agent, be applied (after payment of any amounts payable to the Collateral Agent
pursuant to Section 10.4 of the Credit Agreement) in whole or in part against, all or any part of
the Second Priority Obligations in such order as provided for in the Credit Agreement and the
Intercreditor Agreement. Any surplus of such cash or cash proceeds held by the Collateral Agent
and remaining after payment in full of all the Second Priority Obligations shall be promptly paid
over to the Grantors or to whomever may be at such time lawfully entitled to receive such surplus.
Each Grantor shall remain liable for any deficiency if the proceeds of any such sale, collection or
other realization are insufficient to pay its Second Priority Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent or any Second Priority Secured
Party to collect such deficiency.



     Section 11. No Waiver, Discontinuance Of Proceeding.




          (a) Each and every right, power and remedy hereby specifically given to the Collateral Agent
or otherwise in this Agreement shall be cumulative and shall be in addition to every other right,
power and remedy specifically given under this Agreement, the Credit Agreement or the other Loan
Documents now or hereafter existing at law, in equity or by statute and each and every right,
power and remedy whether specifically herein given or otherwise existing may be exercised from
time to time or simultaneously and as often and in such order as may be deemed expedient by the
Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or
the beginning of the exercise of one shall not be deemed a waiver of the right to exercise any
other or others. No delay or omission of the Collateral Agent in the exercise of any such right,
power or remedy and no renewal or extension of any of the Second Priority Obligations shall impair
any such right, power or remedy or shall be construed to be a waiver of any default or Event of
Default or an acquiescence therein. No notice to or demand on any Grantor in any case shall
entitle it to any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Collateral Agent to any other or further action in
any circumstances without notice or demand. In the event that the Collateral Agent shall bring
any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such
suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’ fees,
and the amounts thereof shall be included in such judgment.



          (b) In the event the Collateral Agent shall have instituted any proceeding to enforce any
right, power or remedy under this Agreement, the Credit Agreement or the other Loan Documents by
foreclosure, sale, entry or otherwise, and such proceeding shall have been



13









 







discontinued or abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case each Grantor, the Collateral Agent and each holder
of any of the Second Priority Obligations shall to the extent permitted by applicable law be
restored to their respective former positions and rights hereunder with respect to the Collateral,
and all rights, remedies and powers of the Collateral Agent and the Second Priority Secured
Parties shall continue as if no such proceeding had been instituted.



     Section 12. Amendments, Etc. This Agreement and the provisions hereof may not be
amended, waived, modified, changed, discharged or terminated unless the same shall be in writing
and signed and delivered by the Collateral Agent, acting at the direction of the Administrative
Agent, and each Grantor, subject to the requirements set forth in Section 10.08 of the Credit
Agreement.



     Section 13. Security Interest Absolute. The obligations of each Grantor hereunder
shall remain in full force and effect without regard to, and shall not be impaired by: (a) any
exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in
respect of this Agreement or any other Loan Document, except as specifically set forth in a waiver
granted pursuant to Section 12; (b) any amendment to or modification of any Loan Document or any
security for any of the Second Priority Obligations, whether or not such Grantor shall have notice
or knowledge of any of the foregoing, except as specifically set forth in an amendment or
modification executed pursuant to Section 12; (c) any lack of validity or enforceability of the
Credit Agreement or any other agreement or instrument relating thereto; or (d) any other
circumstances which might otherwise constitute a defense available to, or a discharge of, such
Grantor.



     Section 14. Additional Grantor. Each Grantor (and any additional Grantor party
hereto) acknowledges that (i) pursuant to Section 5.14 of the Credit Agreement, the Borrower is
required to cause each Person which becomes a direct or indirect domestic subsidiary of the
Borrower (other than Immaterial Subsidiaries, Excluded Subsidiaries and Restricted Captive
Insurance Company Subsidiaries) to become a party hereto as an additional Grantor by executing an
Instrument of Assumption and Joinder (a “Joinder”) substantially in the form of Exhibit H
to the Credit Agreement and (ii) pursuant to Section 5.16(b) of the Credit Agreement, any Guarantor
acquiring any right, title or interest in any Slots, Foreign Slots, Routes, Supporting Route
Facilities or Gate Interests will promptly become a party hereto as an additional Grantor by
executing a Joinder (each such Person or Guarantor referred to in clauses (i) and (ii), an
“Additional Grantor”). Upon delivery of any such Joinder to the Collateral Agent, notice
of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor
hereunder and shall be as fully a party hereto as if such Additional Grantor were an original
signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not
be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor
hereunder, (b) any failure by the Borrower or any Grantor to cause any Subsidiary of the Borrower
to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s
or any of the Second Priority Secured Parties’ actions in effecting, or failure to effect, any such
Joinder, or in releasing any Grantor hereunder, in each case without the necessity of giving notice
to or obtaining the consent of any other Grantor. This Agreement shall be fully effective as to
any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Grantor hereunder.



14









 





     Section 15. Termination; Release.




          (a) This Agreement shall create a continuing security interest in the Collateral and shall
(i) remain in full force and effect until the Second Priority Obligations Payment Date shall have
occurred, (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together
with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral
Agent and each of the Second Priority Secured Parties and their respective successors, transferees
and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without
further action by any Person, the security interest granted hereby shall terminate and all rights
to the Collateral shall revert to the Grantors subject to any existing liens, security interests
or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of
the Collateral Agent or any Second Priority Secured Party). Upon any such termination, the
Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such
documents as the Grantors shall reasonably request to evidence such termination.




          (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in
connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is
otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent
applicable, such Collateral will, in the case of a disposition, be sold free and clear of the
Liens created by this Agreement and, in each case, the Collateral Agent, at the request and
expense of the relevant Grantor, will duly assign, transfer and deliver to such Grantor (without
recourse and without any representation or warranty) such of the Collateral of such Grantor as is
then being (or has been) so sold or released and has not theretofore been released pursuant this
Agreement.




          (c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor
desires that the Collateral of such Grantor be released as provided in the foregoing Sections
15(a) or (b), the Borrower shall deliver to the Collateral Agent a certificate signed by a
Responsible Officer stating that the release of the respective Collateral is permitted pursuant to
Sections 15(a) or (b). The Collateral Agent shall have no liability whatsoever to any Second
Priority Secured Party as the result of any release of Collateral by it as permitted by this
Section 15.



     Section 16. Definitions. Except as otherwise defined in this Agreement, including
this Section 16, terms defined in the Credit Agreement, as applicable, shall be used herein as
therein defined. The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any
Federal, state, local or municipal law, rule, order, regulation, statute, ordinance, code or decree
of any Governmental Authority shall be construed as referring to such law, rule, order, regulation,
statute,



15









 







ordinance, code or decree as from time to time amended, supplemented, extended, re-codified or
otherwise modified from time to time, (c) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (d) the words “herein”, “hereof and “hereunder”, and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (e) all references herein to Articles, Sections and Schedules
shall be construed to refer to Articles and Sections of, and Schedules to, this Agreement, (f) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights and (g) “knowledge” or “aware” or words of similar import shall mean, when used in
reference to any Grantor, the actual knowledge of any SGR Responsible Officer. The following terms
shall have the following meanings:



     “Applicable Law” means, in the case of any Routes, the laws of United States of
America and the laws of the other country party to the agreement with the United States of America
under which the route authorities for such Routes were issued.



     “Certificated Air Carrier” means a Citizen of the United States holding an air carrier
operating certificate issued pursuant to Chapter 447 of Title 49 or any analogous successor
provision of the U.S.C., for aircraft capable of carrying ten or more individuals or 6,000 pounds
or more of cargo or that otherwise is certified or registered to the extent required to fall within
the purview of Section 1110 of the Bankruptcy Code or any analogous successor provision of the
Bankruptcy Code.



     “Collateral” has the meaning provided in Section 1 hereof.



     “Excluded Property” shall mean, to the extent applicable, “Excluded Property” as such
term is defined in the Security Agreement.



     “Non-Primary Routes” shall mean all of the Routes other than the Primary Routes.



     “Primary Gate Interests” shall mean the Gate Interests used by the Borrower to conduct
scheduled nonstop operations from the points listed on Schedule 4(g) servicing the Primary Routes,
to the extent such space is used for the operation of such flights.



     “Proceeds” shall have the meaning assigned that term under the Uniform Commercial Code
in effect in the State of New York or under other relevant law and, in any event, shall include,
but not be limited to, any and all (a) proceeds of any insurance, indemnity, warranty or guarantee
payable to the Collateral Agent, the Administrative Agent or to any Grantor or any Affiliate of any
Grantor from time to time with respect to any of the Collateral, (b) payments (in any form
whatsoever), made or due and payable to any Grantor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral
by any Governmental Authority (or any Person acting under color of Governmental Authority), (c)
instruments representing obligations to pay amounts in respect of the Collateral, (d) products of
the Collateral, (e) any and all rights of any Grantor to receive moneys due and to become due from
any Person under or pursuant to any contract or other agreement with respect to the Collateral,
including, all rents, revenues, royalties, license fees, for the use, or otherwise in respect, of
the Collateral, (f) all causes of action, claims and warranties now or hereafter held by



16









 







any Grantor in respect of any of the assets and property of such Grantor described in Section
1 and, to the extent related to any property described in said Section 1, all books,
correspondence, credit files, records, invoices and other papers, and (g) other amounts from time
to time paid or payable under or in connection with any of the Collateral.



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers and employees of such Person and such Person’s
Affiliates.



     “Requirements” has the meaning set forth in Section 6(h) hereof.



     “Slots” means all FAA Slots and Foreign Slots.



     “SGR Responsible Officer” means any employee of the Borrower having oversight
responsibility for the administration of this Agreement.



     Section 17. Notices. Except as otherwise specified herein, and except in the case of
notices and other communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in the manner and at the addresses set forth in,
and otherwise in accordance with, Section 10.01 of the Credit Agreement.



     Section 18. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.




          (b) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW,
IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT
THAT THE COLLATERAL AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




          (c) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY
LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING



17









 







ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.




          (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



     Section 19. Severability Of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any other jurisdiction.



     Section 20. Headings. Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement.



     Section 21. Execution In Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page
to this Agreement shall be effective as delivery of an original executed counterpart of this
Agreement. The Collateral Agent may also require that any such documents and signatures delivered
by telecopier or electronic transmission (including Adobe.pdf file) be confirmed by a
manually-signed original thereof; provided, that the failure to request or deliver the same shall
not limit the effectiveness of any document or signature delivered by telecopier.



     Section 22. Successors And Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns permitted
hereby and by the Credit Agreement; provided, that no Grantor may transfer or assign any or
all of its rights or obligations hereunder without the prior written consent of the Collateral
Agent.



     Section 23. Set-Off. Upon the occurrence and during the continuance of any Event of
Default pursuant to Section 7.01(b) of the Credit Agreement, the Collateral Agent, the
Administrative Agent and each Second Priority Secured Party (and their respective Affiliates) is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final but
excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held
in trust for an identified beneficiary) at any time held and other indebtedness at any time owing
by the Collateral Agent, the Administrative Agent or each such Second Priority Secured Party (and
their respective Affiliates) to or for the credit or the account of the Borrower or any Grantor
against any and all of any such overdue amounts owing under the Loan Documents, irrespective of
whether or not the Collateral Agent, the Administrative Agent or such Second Priority Secured Party
shall have made any demand under any Loan Document. The Collateral



18









 







Agent, each Second Priority Secured Party and the Administrative Agent agree promptly to
notify the Borrower and Grantors after any such set-off and application made by the Collateral
Agent, such Second Priority Secured Party or the Administrative Agent (and their respective
Affiliates), as the case may be, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Collateral Agent, each Second Priority
Secured Party and the Administrative Agent under this Section are in addition to other rights and
remedies which the Collateral Agent, such Second Priority Secured Party and the Administrative
Agent may have upon the occurrence and during the continuance of any Event of Default.



     Section 24. Survival Of Representations And Warranties, Etc. All representations and
warranties made by any Grantor herein or in any certificate or other instrument delivered by any
Grantor or on its behalf under this Agreement shall be considered to have been relied upon by the
Second Priority Secured Parties and shall survive the execution and delivery of this Agreement, the
Credit Agreement and the other Loan Documents.



     Section 25. Conflicts With Other Loan Documents. Unless otherwise expressly provided
in this Agreement, if any provision contained in this Agreement conflicts with any provision of any
other Loan Document, the provision contained in this Agreement shall govern and control, provided,
that the inclusion of supplemental rights or remedies in favor of the Administrative Agent, the
Collateral Agent or the Second Priority Secured Parties in any other Loan Document shall not be
deemed a conflict with this Agreement.



     Section 26. Limitation By Law. All rights, remedies and powers provided in this
Agreement may be exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions of this Agreement are intended to be subject to
all applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part,
or not entitled to be recorded, registered or filed under the provisions of any Applicable Law.



     Section 27. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the Lien and security interest granted to the Collateral Agent pursuant to this Agreement or any
other Loan Document and the exercise of any right or remedy by the Administrative Agent or the
Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement
shall govern and control with respect to any right or remedy. Without limiting the generality of
the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the
Administrative Agent or the Collateral Agent (and the Lenders) shall be subject to the terms of the
Intercreditor Agreement, and until the First Priority Obligations Payment Date, any obligation of
the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the
delivery or control of any Collateral, the novation of any lien on any certificate of title, bill
of lading or other document, the giving of any notice to any bailee or other Person, the provision
of voting rights or the obtaining of any consent of any Person shall be deemed to be satisfied if
the Borrower or such Guarantor, as applicable, complies with the requirements of the similar
provision of the applicable First Lien Loan Document. Until the First Priority Obligations Payment
Date, the delivery of any Collateral to the First Lien



19









 







Collateral Agent pursuant to the First Lien Loan Documents shall satisfy any delivery
requirement hereunder or under any other Loan Document.



[SIGNATURE PAGES TO FOLLOW]




20









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first written.



	 	 	 	 	 	 	 
	 	 	GRANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA AIR LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	COMAIR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature Pages to Second Lien Slot, Gate and Route Security and Pledge Agreement




 









 








	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature Pages to Second Lien Slot, Gate and Route Security and Pledge Agreement




 









 








SCHEDULE 4(d)




CHIEF EXECUTIVE OFFICE OF GRANTOR




i









 





SCHEDULE 4(e)




APPRAISED FAA SLOTS




ii









 





SCHEDULE 4(f)




PRIMARY FOREIGN SLOTS




iii









 





SCHEDULE 4(g)




PRIMARY GATE INTERESTS




iv









 





SCHEDULE 4(h)




PRIMARY ROUTES




v









 





SCHEDULE 4(i)




SUPPORTING ROUTE FACILITIES IN RESPECT OF PRIMARY ROUTES





vi









 








EXHIBIT I

TO

SECOND LIEN SGR SECURITY AGREEMENT




Office of Slot Administration

Office of Chief Counsel — Slot Transfers

Federal Aviation Administration

800 Independence Avenue, S.W.

Washington, D.C. 20591





			
	Re:	 	Request for Confirmation of Slot Transfers




Dear Sirs/Madams:




     Please be advised that, pursuant to 14 C.F.R. § 93.221(a), [Delta Air Lines, Inc.
(“Delta”)][Comair, Inc. (“Comair”)] intends to transfer all rights, interests, and privileges
pertaining to the slots listed on the attached Schedule A (attached hereto) to [NAME A]. The slots
involved in the transaction are not used for international or essential air service, nor are they
AIR-21 slot exemptions. This slot transfer is permanent.



     This letter serves as written evidence of [Delta’s] [Comair’s] and [NAME A]’s consent to the
transfer of the above-referenced slots — said transfer to be effective as of the date upon which
[NAME A] signs this letter, subject to confirmation by the FAA. Upon confirmation by the FAA,
[NAME A] will become the holder of record of the above-described slots.



     Please confirm the transfer of the above-described slots by stamping and signing the
acknowledgement copy of this letter and returning it to [Name, Title,] by facsimile at                      and
by mail at                     .



Sincerely,




	 	 	 	 	 	 	 
	 

[NAME]               [Date]

	 	 
	 	 

[NAME]               [Date]
	 	 
	[TITLE]

	 	 	 	[TITLE]	 	 
	[Delta Air Lines, Inc.][Comair, Inc.]

	 	 	 	[NAME A]	 	 






	 	 	 	 	 
	CONFIRMED BY:
	 	 	 	 
	 

	 	 

     [FAA Name, Date]
	 	 







 











 





EXHIBIT E




SECOND LIEN



AIRCRAFT, SPARE ENGINES



AND SPARE PARTS



MORTGAGE AND SECURITY AGREEMENT




dated as of April 30, 2007




made by




DELTA AIR LINES, INC., and COMAIR, INC.,

as Grantors

in favor of




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent





 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 DEFINITIONS
	 	 	5	 
	 
	Section 1.01   Definitions
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 2 COVENANTS OF THE GRANTORS
	 	 	13	 
	 
	Section 2.01    Possession, Operation and Use, Maintenance and Registration
	 	 	13	 
	 
	Section 2.02    Replacement and Pooling of Parts; Alterations, Modifications and
Additions
	 	 	22	 
	 
	Section 2.03    Insurance
	 	 	24	 
	 
	Section 2.04    Inspection
	 	 	32	 
	 
	Section 2.05    Other Representations, Warranties and Covenants
	 	 	33	 
	 
	Section 2.06    Pledged Spare Parts
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 3 EVENT OF LOSS
	 	 	39	 
	 
	Section 3.01    Event of Loss
	 	 	39	 
	 
	Section 3.02    Requisition for Use of an Aircraft or Spare Engine by the United States
Government or Government of Registry of the Aircraft
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 4 REMEDIES
	 	 	44	 
	 
	Section 4.01    Event of Default
	 	 	44	 
	 
	Section 4.02    Remedies with Respect to Collateral
	 	 	44	 
	 
	Section 4.03    Waiver of Appraisement, Etc.
	 	 	47	 
	 
	Section 4.04    Application of Proceeds
	 	 	47	 
	 
	Section 4.05    Remedies Cumulative
	 	 	47	 
	 
	Section 4.06    Discontinuance of Proceedings
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 5 TERMINATION OF MORTGAGE
	 	 	48	 
	 
	Section 5.01    Termination of Mortgage
	 	 	48	 






i









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 6 MISCELLANEOUS
	 	 	49	 
	 
	Section 6.01    No Legal Title to Collateral in Secured Creditor
	 	 	49	 
	 
	Section 6.02    Sale of Collateral by Collateral Agent is Binding
	 	 	49	 
	 
	Section 6.03    Benefit of Mortgage
	 	 	49	 
	 
	Section 6.04    Notices
	 	 	49	 
	 
	Section 6.05    Governing Law; Jurisdiction; Service of Process
	 	 	50	 
	 
	Section 6.06    Counterparts
	 	 	50	 
	 
	Section 6.07    Waiver; Amendment
	 	 	51	 
	 
	Section 6.08    Waiver of Jury Trial
	 	 	51	 
	 
	Section 6.09    Successors and Assigns
	 	 	51	 
	 
	Section 6.10    Lien Absolute
	 	 	51	 
	 
	Section 6.11    General Indemnity
	 	 	52	 
	 
	Section 6.12    Section 1110 of the Bankruptcy Code
	 	 	56	 
	 
	Section 6.13    Intercreditor Agreement
	 	 	56	 
	 
	Section 6.14    Subordination
	 	 	57	 






	 	 	 
	EXHIBITS  
	 	 
	 
	 	 
	Exhibit A

	 	Form of Mortgage Supplement
	Exhibit B

	 	Certain Economic Terms
	Exhibit C

	 	Form of Data Report
	Exhibit D

	 	Country List
	Exhibit E

	 	Form of Second Lien Term Loan and Guaranty Agreement (excluding
Annexes, Exhibits and Schedules)
	Exhibit F

	 	Form of Intercreditor Agreement







ii









 








SECOND LIEN

AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




     THIS SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY AGREEMENT dated
as of April 30, 2007 (as amended or supplemented from time to time, including by one or more
Mortgage Supplements, this “Mortgage”) is made by DELTA AIR LINES, INC., a Delaware corporation
(“Borrower”), and COMAIR, INC., an Ohio corporation (“Comair”) (each of the Borrower and Comair, a
“Grantor” and, collectively, the “Grantors”), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P.,
acting as collateral agent (in such capacity, the “Collateral Agent”) for the Second Priority
Secured Parties.



W I T N E S S E T H:




     WHEREAS, all capitalized terms used shall have the respective meanings set forth or referred
to in Article 1 hereof or, if not defined in Article 1, in the Credit Agreement;



     WHEREAS, all things necessary to make this Mortgage the legal, valid and binding obligation of
Grantors and the Collateral Agent, for the uses and purposes herein set forth, in accordance with
its terms, have been done and performed and have happened;



     WHEREAS, pursuant to that certain Second Lien Term Loan and Guaranty Agreement, dated as of
the date hereof (as such agreement may be amended, restated, amended and restated, supplemented or
otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among Delta Air
Lines, Inc., Comair, Inc. and each of the other direct and indirect domestic Subsidiaries of the
Borrower from time to time party thereto, Goldman Sachs Credit Partners L.P., as administrative
agent for the financial institutions party thereto, the Collateral Agent, Goldman Sachs Credit
Partners L.P. and Merrill Lynch Commercial Finance Corp., as co-lead arrangers and joint
bookrunners, and Barclays Capital the investment banking division of Barclays Bank plc, as
syndication agent and as joint bookrunner, and Credit Suisse Securities (USA) LLC and C.I.T.
Leasing Corporation, as co-documentation agents and the Lenders, the Lenders have agreed to make
Loans to and issue and participate in Letters of Credit on behalf of the Borrower;



     WHEREAS, in order to induce the Collateral Agent, the other Agents, the Lenders and the other
parties thereto to enter into the Credit Agreement and the other Loan Documents and in order to
induce the Lenders to make the Loans and issue Letters of Credit as provided for in the Credit
Agreement, each Grantor has agreed to execute and deliver this Mortgage to the Collateral Agent for
the benefit of the Second Priority Secured Parties;



GRANTING CLAUSE




     NOW, THEREFORE, THIS SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY
AGREEMENT WITNESSETH, that, to secure the prompt and complete payment and performance when due of
the Second Priority Obligations of the Borrower and each of the Guarantors under the Credit
Agreement and each of the other Loan Documents, to secure the performance and observance by the
Borrower and each



 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



of the Guarantors of all the agreements, covenants and provisions contained herein and in the
Loan Documents to which they are a party for the benefit of the Collateral Agent on behalf of the
Second Priority Secured Parties and each of the other Indemnified Persons, and for the uses and
purposes and subject to the terms and provisions hereof, and in consideration of the premises and
of the covenants herein contained, and of other good and valuable consideration the receipt and
adequacy whereof are hereby acknowledged, each Grantor has granted, bargained, sold, assigned,
transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell,
assign, transfer, convey, mortgage, pledge and confirm, unto the Collateral Agent, its successors
and assigns, for the security and benefit of the Second Priority Secured Parties and such other
Persons, a second priority continuing security interest in and second priority mortgage Lien on all
estate, right, title and interest of such Grantor in, to and under the following described
property, rights, interests and privileges whether now or hereafter acquired and subject to the
Lien hereof (which collectively, including all property hereafter specifically subjected to the
Lien of this Mortgage by any instrument supplemental hereto, are herein called the “Collateral”),
such security interest and mortgage lien to be second in priority to the First Lien Aircraft
Mortgage as provided in Sections 6.13 and 6.14 hereof:





     (1) each Aircraft (including, without limitation, each Airframe and its related
Engines, if any, as indicated in a Mortgage Supplement (each such Engine having 1750 or more
pounds of thrust or the equivalent thereof)), as the same is now and will hereafter be
constituted, whether now or hereafter acquired and subjected to the Lien hereof, and, in the
case of such Engines, whether or not any such Engine shall be installed in or attached to
the related Airframe or any other Airframe or airframe and all substitutions or replacements
therefor, as provided in this Mortgage, together with all Parts of whatever nature which are
from time to time included in any “Airframe” or its related “Engines”, whether now or
hereafter acquired and subjected to the Lien hereof, and all renewals, substitutions,
replacements, additions, improvements, accessories and accumulations with respect to any of
the foregoing, and all records, logs, manuals, maintenance data and inspection, modification
and overhaul records and other related materials with respect to any of the foregoing (as
may be required to be maintained by a Grantor’s FAA-approved maintenance program);




     (2) each Engine and each Spare Engine (each Engine or Spare Engine having 1750 or more
pounds of thrust or the equivalent thereof) as the same is now and will hereafter be
constituted, whether now or hereafter acquired and subjected to the Lien hereof, and whether
or not any such Engine or Spare Engine shall be installed in or attached to any Airframe or
airframe and all substitutions or replacements therefor, as provided in this Mortgage,
together with all Parts of whatever nature which are from time to time included in any
“Engine” or “Spare Engine”, whether now or hereafter acquired and subjected to the Lien
hereof, and all renewals, substitutions, replacements, additions, improvements, accessories
and accumulations with respect to any of the foregoing, and all records, logs, manuals,
maintenance data and inspection, modification and overhaul records and other related
materials with respect to any of the foregoing (as are maintained or as may be required to
be maintained by a Grantor’s FAA-approved maintenance program);



2









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (3) (x) in the case of Comair, all Spare Parts, and (y) in the case of the Borrower,
all Spare Parts relating to or used in connection with General Electric Model CF34 engines,
in each case whether now or hereafter acquired and subjected to the Lien hereof, including
any replacements, substitutions or renewals therefor, and accessions thereto, including but
not limited to Rotables, Expendables, Key Repairables, Appliances, and located at the
applicable Designated Spare Parts Locations, other than any Excluded Parts;




     (4) all proceeds with respect to the requisition of title to or use of each Airframe,
Engine or Spare Engine or any Part thereof, or any Spare Parts, all insurance proceeds or
indemnity payments with respect to any of the foregoing and any other proceeds of any kind
resulting from an Event of Loss;




     (5) all moneys and securities now or hereafter paid or deposited or required to be paid
or deposited to or with the Collateral Agent by or for the account of such Grantor pursuant
to the terms hereof and held or required to be held by the Collateral Agent hereunder;




     (6) any and all property that may, from time to time hereafter, in accordance with the
provisions of the Loan Documents, by delivery or by Mortgage Supplement or by other writing
of any kind, for the purposes hereof be in any way subjected to the Lien and security
interest hereof or be expressly conveyed, mortgaged, assigned, transferred, deposited
hereunder, in which a security interest may be granted by such Grantor and/or pledged by
such Grantor, or any Person authorized to do so on its behalf or with its consent, to and
with the Collateral Agent, who are hereby authorized to receive the same at any and all
times as and for additional security hereunder;




     (7) all rents, issues, profits, revenues and other income of the property subjected or
required to be subjected to the Lien of this Mortgage;




     (8) all right, title, interest, claims and demands of such Grantor, in, to and under
any lease of any Airframe or Engine;




     (9) all repair, maintenance and inventory records, logs, tags, manuals and all other
documents and materials similar thereto (including, without limitation, any such records
(whether on paper or in an electronic format), logs, manuals, documents and materials that
are computer print-outs) at any time maintained, created or used by the Grantors, and all
records, logs, tags, documents and other materials required at any time to be maintained by
each Grantor by the FAA or under the FAA Act, in each case with respect to any of the
Pledged Spare Parts;




     (10) any Tracking Software; and




     (11) all proceeds of the foregoing, including, without limitation, all causes of
action, claims and Warranty Rights now or hereafter held by such Grantor in respect of any
of the items listed above and, to the extent related to any property described in said
clauses or such proceeds, all books, correspondence, credit files, records, invoices and
other papers.



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     PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event
of Default shall have occurred and be continuing, each Grantor shall have the right, to the
exclusion of Collateral Agent, but subject to the terms and conditions of this Mortgage: (i) to
quiet enjoyment of the Aircraft, the Airframes, the Engines, the Spare Engines and Pledged Spare
Parts, and to possess, use, retain and control the Aircraft, the Airframes, the Spare Engines and
Pledged Spare Parts and (ii) with respect to the Warranty Rights, to exercise in a Grantor’s name
all rights and powers of such Grantor under the Warranty Rights and to retain any recovery or
benefit resulting from the enforcement of any warranty or indemnity or other obligation under the
Warranty Rights.



HABENDUM CLAUSE




     TO HAVE AND TO HOLD all and singular the aforesaid property unto the Collateral Agent and for
the uses and purposes and subject to the terms and provisions set forth in this Mortgage.



     1. It is expressly agreed that anything herein contained to the contrary notwithstanding, each
Grantor shall remain liable under each of the contracts and agreements included in the Collateral
to which it is a party to perform all of the obligations assumed by it thereunder, all in
accordance with and pursuant to the terms and provisions thereof, and neither the Collateral Agent
nor any of the Second Priority Secured Parties shall have any obligation or liability under any
such contracts and agreements to which a Grantor is a party by reason of or arising out of the
assignment hereunder, nor shall the Collateral Agent or any Second Priority Secured Party be
required or obligated in any manner to perform or fulfill any obligations of a Grantor, or to make
any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it,
or present or file any claim, or take any action to collect or enforce the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time or times.



     2. Each Grantor does hereby designate the Collateral Agent, upon the occurrence and during the
continuance of an Event of Default, subject to the Intercreditor Agreement, the true and lawful
attorney-in-fact of such Grantor, irrevocably, for good and valuable consideration and coupled with
an interest and with full power of substitution (in the name of such Grantor or otherwise) subject
to the terms and conditions of this Mortgage, to ask, require, demand, receive, sue for, compound
and give acquittance for any and all moneys and claims for moneys due (in each case including
insurance and requisition proceeds and indemnity payments) and to become due to such Grantor under
or arising out of the Collateral, to endorse any checks or other instruments or orders in
connection therewith, to file any claims or take any action or institute any proceedings which the
Collateral Agent may deem to be necessary or advisable in the premises as fully as such Grantor
itself could do generally, to sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral (including executing a bill of sale, conveyance,
amendment, termination, release, disclaimer, request to cancel US registration, supplement,
assignment, airworthiness application or request for a ferry permit or any other document necessary
to file with or submit to the FAA in connection with any or all of the Collateral, which documents
may be executed by the Collateral Agent as attorney in fact for such Grantor), as fully and
completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to
do, at the Collateral Agent’s option and such Grantor’s expense,



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



at any time, or from time to time, all acts and things which the Collateral Agent deems
necessary to protect, preserve or realize upon the Collateral and to effect the intent of this
Mortgage. Each Grantor agrees that promptly upon receipt thereof, it will transfer to the
Collateral Agent any and all moneys from time to time received by such Grantor constituting part of
the Collateral to the extent that it is not entitled to retain the same under the express
provisions of this Mortgage, for distribution by the Collateral Agent pursuant to the Credit
Agreement and this Mortgage.




     3. Grantors agree that at any time and from time to time upon the written request of the
Collateral Agent, Grantors, at their sole cost and expense, will promptly and duly execute and
deliver or cause to be duly executed and delivered any and all such further instruments and
documents as the Collateral Agent may reasonably deem necessary or desirable, by reference to
prudent industry practice, in obtaining the full benefits of the assignment hereunder and/or
intended to be effected hereunder and of the rights and powers herein granted and/or intended to be
granted hereunder including, without limitation, taking such steps as may be required to establish,
maintain or enforce the Lien intended to be granted hereunder in full force and effect (whether
under the UCC, Title 49, or the law of any other jurisdiction under which any Aircraft or other
portion of the Collateral may be registered).



     4. Grantors hereby warrant and represent that none of the Collateral is currently subject to
any assignment, pledge or other Lien (other than Permitted Encumbrances), and hereby covenant that
neither Grantor will otherwise assign or pledge, so long as the Lien of this Mortgage has not been
discharged in accordance with the terms hereof, any of its rights, title or interests hereby
assigned to any Person other than the Collateral Agent.



     5. No other conveyance, assignment or act on the part of such Grantor or the Collateral Agent
shall be necessary for any part of the Collateral to become subject to the Lien of this Mortgage.



     6. The Collateral shall be subject to release as and to the extent provided in Section 6.06(d)
of the Credit Agreement and Article 5 hereof.



     7. Each Grantor agrees that it will timely and completely pay and perform all of its
obligations under the Loan Documents.



     IT IS HEREBY FURTHER COVENANTED AND AGREED by and among the parties hereto as follows:



ARTICLE 1




DEFINITIONS




     Section 1.01   Definitions. (a)  For all purposes of this Mortgage, except as otherwise expressly provided or unless
the context otherwise requires:




     (1) each of the “Grantors,” “Collateral Agent,” any “Lender” “Second Priority Secured
Party” or any other Person includes any successor in interest to it and any permitted
transferee, permitted purchaser or permitted assignee of it;



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (2) the terms defined in this Article 1 have the meanings assigned to them in this
Article 1, and include the plural as well as the singular;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States, as in
effect from time to time;




     (4) the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Mortgage as a whole and not to any particular Article, Section or other
subdivision;




     (5) all references in this Mortgage to Articles, Sections and Exhibits refer to
Articles, Sections and Exhibits of this Mortgage;




     (6) “knowledge” or “aware” or words of similar import shall mean, when used in
reference to a Grantor, the actual knowledge of any Responsible Officer;




     (7) the words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”; and




     (8) for all purposes of this Mortgage, the following capitalized terms have the
following respective meanings:



     “Additional Insured” shall mean each Second Priority Secured Party, the Collateral
Agent, a Grantor in its capacity as lessor under any Permitted Lease (collectively, the “Named
Additional Insured”), and each of their respective Affiliates, successors and permitted
assigns, and the respective directors, officers and employees of each of the foregoing.



     “Additional Parts” shall have the meaning given to that term in Section 2.02(c) of
this Mortgage.



     “Aircraft” shall mean each Airframe together with the related Engines, if any, as
indicated in the initial or any subsequent Mortgage Supplement, whether or not such Engines are
installed on such Airframe or any other Airframe or airframe.



     “Airframe” shall mean: (i) each aircraft or airframe (excluding Engines, Spare
Engines or engines either initially or from time to time installed thereon) specified by
Manufacturer, model, United States Registration Number and Manufacturer’s serial number in the
initial Mortgage Supplement and any subsequent Mortgage Supplement, (ii) any Replacement Airframe
which may from time to time be substituted for such Airframe pursuant to Section 3.01 hereof and
(iii) in either case, any and all Parts which are from time to time incorporated or installed in or
attached thereto (including, without limitation, the portion of any quick engine change kits
installed thereon) or which have been removed therefrom, unless the Lien of this Mortgage shall not
be applicable to such Part in accordance with Section 2.02.



     “Appliance” means an instrument, equipment, apparatus, a part, an appurtenance, or an
accessory used, capable of being used, or intended to be used, in operating or controlling aircraft



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



in flight, including a parachute, communication equipment, and another mechanism installed in or
attached to aircraft during flight, and not a part of an aircraft, engine, or Propeller.




     “Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and
hereafter amended, and codified as 11 U.S.C. Section 101 et seq.



     “Cape Town Convention” shall mean the official English language texts of the
Convention on International Interests in Mobile Equipment and the Protocols to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were
signed in Cape Town, South Africa, as in effect from time to time in any applicable jurisdiction.



     “Certificated Air Carrier” shall mean a Citizen of the United States holding an air
carrier operating certificate issued by the Secretary of Transportation of the United States
pursuant to Chapter 447 of Title 49 for aircraft capable of carrying ten or more individuals or
6,000 pounds or more of cargo or that otherwise is certified or registered to the extent required
to fall within the purview of Section 1110 of the Bankruptcy Code or any analogous provision of the
Bankruptcy Code enacted in substitution or replacement thereof.



     “Citizen of the United States” shall have the meaning given to such term in Section
40102(a)(15) of Title 49 and as that statutory provision has been interpreted by the DOT pursuant
to its policies or any similar legislation of the United States enacted in substitution or
replacement therefor.



     “Claims” shall have the meaning given in Section 6.11(a) of this Mortgage.



     “Collateral” shall have the meaning assigned thereto in the Granting Clause hereof.



     “Collateral Agent” shall have the meaning given to that term in the recitals of this
Mortgage.



     “Credit Agreement” shall have the meaning given to that term in the recitals of this
Mortgage.



     “Data Report” means information and data relating to the Pledged Spare Parts supplied
by the Borrower to the Collateral Agent and substantially in the form of Exhibit C to this
Mortgage.



     “Designated Spare Parts Locations” means the locations in the United States.
designated from time to time by the Grantors at which the Pledged Spare Parts may be maintained by
or on behalf of such Grantors, which initially shall be the locations set forth in the initial
Mortgage Supplement and shall include the additional locations designated by the Grantors pursuant
to Section 2.06(b) of this Mortgage.



     “Encumbered Aircraft” means any aircraft owned or hereafter acquired by a Grantor as
to which such Grantor has granted a security interest (or shall grant a security interest) to a
financier of such aircraft.



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     “Encumbered Engine” means any engine owned or hereafter acquired by a Grantor as to
which such Grantor has granted a security interest (or shall grant a security interest) to a
financier of such engine.



     “Engine” shall mean (i) each of the engines listed by Manufacturer, model and
Manufacturer’s serial numbers in Part B of Exhibit 1 to the initial Mortgage Supplement and every
subsequent Mortgage Supplement, and whether or not either initially or from time to time installed
on an Airframe or any other airframe; (ii) any Replacement Engine which may from time to time be
substituted for any of such Engines pursuant to the terms hereof; and (iii) in either case, any and
all Parts which are from time to time incorporated or installed in or attached to any such Engine
(including, without limitation, the portion of any quick engine change kits installed thereon) and
any and all Parts removed therefrom unless the Lien of this Mortgage shall not apply to such Parts
in accordance with Section 2.02.



     “Excepted Taxes” shall mean any Taxes (including any withholding Taxes) based on, or
measured by or with respect to, gross or net income, gross or net receipts, capital or net worth or
that are minimum, franchise, excess profits, conduct of business or branch profits Taxes, in each
case however denominated, other than (i) any such Taxes which are in the nature of sales or use
taxes, stamp taxes, license or property taxes, mortgage or mortgage recording taxes, turnover
taxes, valorem taxes, and value added taxes (to the extent not imposed in direct and clear
substitution for an income tax), (ii) any such Taxes necessary to make any indemnity amount that is
required to be paid by a Grantor under Section 6.11 hereof to be paid on an After-Tax Basis, and
(iii) any such Taxes imposed by any foreign or international taxing authority or by any territory
or possession of the United States (A) on any Indemnitee who does not otherwise maintain an office
or other place of business and is not otherwise located in such locations solely as a result of the
transactions contemplated by the Loan Documents or the operation or registration of any Aircraft or
the identity or other activities of a Grantor or any lessee or other Person in possession of any
Aircraft or any part thereof in the jurisdiction of such taxing authority, and (B) on any
Indemnitee who is doing business, maintaining an office or other place of business, or otherwise
located in the jurisdiction of such taxing authority, but only to the extent of any incremental
Taxes that would not have been imposed but for the transactions contemplated by the Loan Documents
or the operation or registration of any Aircraft or the identity or other activities of a Grantor
or any lessee or other Person in possession of any Aircraft or any part thereof in such
jurisdiction.



     “Excluded Parts” means (i) any Spare Part (including an Appliance) specifically
identifiable by any Person, other than the Collateral Agent and any Second Priority Secured Party,
as having been removed from an Encumbered Aircraft or an Encumbered Engine, as the case may be, and
under the document creating such security interest the financier has a continuing security interest
therein, until any such Spare Part is replaced on such Encumbered Aircraft or Encumbered Engine, as
the case may be or (ii) any Hazardous Materials.



     “Expendables” means Pledged Spare Parts that, once used, cannot be re-used, and if not
serviceable, cannot be overhauled or repaired.



     “Event of Loss” shall mean, with respect to any Aircraft, any Airframe or any Engine,
Spare Engine or Spare Part, any of the following events with respect to such property:



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     (a) any damage to such property which results in an insurance settlement with respect to such
property on the basis of an actual or constructive total loss;



     (b) the loss of such property or of the use thereof due to destruction or damage beyond
repair;



     (c) the theft or disappearance of such property for a period in excess of 120 days;



     (d) the condemnation, confiscation, seizure or requisition of such property for a period in
excess of 120 days or the requisition or taking of title of such property;



     (e) the requisition for use of such property by any Governmental Authority (other than a
requisition for use by the government of the country of registry of such Aircraft) that results in
the loss of possession of such property by a Grantor (or any Permitted Lessee) for a period in
excess of nine consecutive months;



     (f) as a result of any law, rule, regulation, order or other action by the FAA, the DOT or
other Governmental Authority having jurisdiction, the use of such Aircraft or such Airframe, Engine
or Spare Engine in the normal business of air transportation is prohibited by virtue of a condition
affecting all aircraft of the same type for a period of 12 consecutive months, unless prior to the
expiration of such 12 month period, Grantors have undertaken and are diligently carrying forward
all steps that are necessary or desirable to permit the normal use of such Aircraft or such
Airframe, Engine or Spare Engine or, in any event, if such use is prohibited for a period of more
than eighteen consecutive months; and



     (g) any event with respect to an Engine or Spare Engine that is deemed to be an Event of Loss
with respect to such Engine pursuant to Section 2.01(a)(vii) of this Mortgage.



     An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to the corresponding Airframe.



     “FAA Act” shall mean Title 49.



     “First Lien Aircraft Mortgage” shall mean the “First Lien Aircraft Mortgage” as such
term is defined in the First Lien Credit Agreement.



     “Foreign Air Carrier” shall mean any air carrier principally domiciled in a country
other than the United States and which performs maintenance, preventative maintenance and
inspections for aircraft, engines and related parts to standards which are approved by, or which
are substantially equivalent to those required by, the civil aviation authority of the United
States, Australia, Austria, Belgium, Canada, Denmark, France, Germany, Ireland, Italy, Japan, the
Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland or the United Kingdom.



     “Grantor” and “Grantors” shall have the meaning given to that term in the
first paragraph of this Mortgage.



     “Indemnitee” shall have the meaning given in Section 6.11(b) of this Mortgage.



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     “Insured Amount” shall have the meaning specified therefor on Exhibit B hereto.



     “Key Repairable” means those Spare Parts, including Appliances, that can be
economically restored or repaired to a serviceable condition, but have a life that is considerably
less than the life of the flight equipment to which they are related.



     “Manufacturer” shall mean, with respect to any Airframe, Engine, Spare Engine or Spare
Part, the manufacturer thereof.



     “Minimum Liability Insurance Amount” shall have the meaning specified therefor on
Exhibit B hereto.



     “Mortgage Supplement” shall mean any supplement to this Mortgage which is delivered
from time to time pursuant to the terms hereof in the form of Exhibit A hereto.



     “Obsolete Parts” shall have the meaning given in Section 2.02(c) of this Mortgage.



     “Opinion of Counsel” means a written opinion from legal counsel to a Grantor who is
reasonably acceptable to the Administrative Agent.



     “Parts” shall mean any and all appliances, part, instruments, appurtenances,
accessories, furnishings and other equipment of whatever nature (other than (a) complete Engines,
Spare Engines, or engines, (b) any items leased by a Grantor or any Permitted Lessee, (c) cargo
containers, (d) severable components or systems installed on or affixed to an Airframe that are
used to provide individual telecommunications or electronic entertainment to passengers aboard an
Aircraft (“Passenger Convenience Equipment”), (e) medical and similar emergency equipment and (f)
passenger service items and passenger service equipment generally used in but not affixed to an
Aircraft, such as blankets, coffee pots, beverage and meal servicing carts, etc.), so long as the
same are incorporated or installed in or attached to any Airframe or any Engine or Spare Engine or
so long as the same are subject to the Lien of the Mortgage in accordance with the terms of Section
2.02 thereof after removal from any Airframe or any Engine or Spare Engine.



     “Passenger Convenience Equipment” shall mean severable components or systems defined
as such in the definition of the term “Parts”.



     “Permitted Air Carrier” shall mean any Certificated Air Carrier or any Foreign Air
Carrier.



     “Permitted Encumbrances” shall mean, with respect to any Aircraft, Airframe, Engine,
Spare Engine, Part or Spare Part or any interest therein:



     (a) the respective rights of the Collateral Agent and each Grantor as provided herein and
other rights expressly permitted pursuant to the Loan Documents (including any lease permitted
pursuant to Section 2.01(a) hereof);



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     (b) Liens for Taxes either not yet due or payable or being contested in good faith by
appropriate proceedings so long as such proceedings do not involve any material risk of the sale,
forfeiture or loss of such property or the Collateral Agent’s interest therein;



     (c) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising
in the ordinary course of a Grantor’s (or any Permitted Lessee’s) business securing obligations
that are not overdue for a period of more than 60 days or are being contested in good faith by
appropriate proceedings so long as during such 60-day period there is not, or such proceedings do
not involve, any material risk of the sale, forfeiture or loss of such property or any interest
therein;



     (d) Liens arising out of any judgment or award against a Grantor (or any Permitted Lessee),
unless the judgment or award secured shall not, within 60 days after the entry thereof, have been
discharged, vacated, reversed or execution thereof stayed pending appeal or shall not have been
discharged, vacated or reversed within 60 days after the expiration of such stay, so long as during
either such 60-day period there is not, or any such judgment or award does not involve, any
material danger of the sale, forfeiture or loss of such property or any interest therein;



     (e) salvage or similar rights of insurers under the insurances required to be maintained
pursuant to Section 2.03(b) hereof;



     (f) any other Lien with respect to which a Grantor (or any Permitted Lessee) shall have
provided a bond or other security to the Collateral Agent in an amount and under terms and issued
by a Person reasonably satisfactory to the Collateral Agent;



     (g) the rights of any Permitted Lessee under any Permitted Lease;



     (h) Liens approved in writing by the Collateral Agent;



     (i) Permitted Collateral Liens referred to in Sections 6.01(e), 6.01(f), 6.01(l), 6.01(m),
6.01(n) and 6.01(r) (with respect to sales permitted hereunder) of the Credit Agreement; and



     (j) for the avoidance of doubt, any International Interest and any extension, renewal or
replacement in respect of any of the foregoing.



     “Permitted Lease” shall mean a lease permitted under Section 2.01(a) hereof.



     “Permitted Lessee” shall mean the lessee under a Permitted Lease.



     “Pledged Spare Parts” means the Spare Parts included in the Collateral.



     “Propeller” includes a part, appurtenance, and accessory of a propeller.



     “Registration and Lease Limit” shall have the meaning given to that term in Section
2.01(e) hereof.



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     “Replacement Airframe” shall mean any airframe substituted for an Airframe in
accordance with Section 3.01(a) hereof.



     “Replacement Engine” shall mean any engine substituted for an Engine or Spare Engine
in accordance with Section 3.01(b) hereof.



     “Rotable” means those Spare Parts, including Appliances, that can be repeatedly and
economically restored to a serviceable condition over a period approximating the life of the flight
equipment to which they are related.



     “Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement”
or “this Agreement” or “this Mortgage” shall mean this Second Lien Aircraft, Spare
Engines and Spare Parts Mortgage and Security Agreement, as the same may from time to time be
amended, restated, amended and restated, supplemented or otherwise modified.



     “Spare Engine” shall mean (i) each of the engines listed by Manufacturer, model and
Manufacturer’s serial numbers in Part B of Exhibit 1 to the initial Mortgage Supplement and each
subsequent Mortgage Supplement, and whether or not either initially or from time to time installed
on any Airframe or airframe; (ii) any Replacement Engine which may from time to time be substituted
for any of such Spare Engines pursuant to the terms hereof; and (iii) in either case, any and all
Parts which are from time to time incorporated or installed in or attached to any such Spare Engine
(including, without limitation, the portion of any quick engine change kits installed thereon) and
any and all Parts removed therefrom unless the Lien of this Mortgage shall not apply to such Parts
in accordance with Section 2.02.



     “Spare Part” means an accessory, appurtenance, or part of an aircraft (except an
engine or Propeller), engine (except a Propeller), Propeller, or Appliance, that is to be installed
at a later time in an aircraft, engine, Propeller or Appliance and shall include, without
limitation, “spare parts” as defined in 49 U.S.C. § 40102(a)(38).



     “Specified Default” shall mean the occurrence of a Default arising under Sections
7.01(b), (g), (h) and (i) of the Credit Agreement.



     “Title 49” shall mean Title 49 of the United States Code, as amended and in effect
from time to time, and the regulations promulgated pursuant thereto.



     “Tracking Software” means any software utilized by a Grantor or its designees in its
Tracking System to track the Pledged Spare Parts and shall include any licenses, service or support
contracts related thereto.



     “Tracking System” shall mean a Grantor’s centralized computer system for monitoring
and tracking the location, condition and status of its Spare Parts, and any and all improvements,
upgrades or replacement systems. The Tracking System shall include the Tracking Software.



     “United States” or “U.S.” shall mean the United States of America.



     “United States Government” shall mean the federal government of the United States or
any instrumentality or agency thereof.



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



     “Warranty Rights” means, as to any Airframe, Engine, Spare Engine or Pledged Spare
Part, any continuing rights of a Grantor in respect of any warranty, indemnity or agreement,
express or implied, as to title, materials, workmanship, design or patent infringement or related
matters with respect to such Airframe, Engine, Spare Engine or Pledged Spare Part.



     “Wet Lease” shall mean any arrangement whereby a Grantor agrees to furnish any
Airframes or airframes and the Engines or engines installed thereon to a third party pursuant to
which such Airframes or airframes and the Engines or engines (i) shall be operated solely by
regular employees or agents of a Grantor possessing all current certificates and licenses that
would be required under the FAA or, if the Aircraft is not registered in the United States, all
certificates and licenses required by the laws of the jurisdiction of registry, for the performance
by such employees of similar functions within the United States of America or such other
jurisdiction of registry and (ii) shall be maintained by a Grantor in accordance with its normal
maintenance practices.



ARTICLE 2




COVENANTS OF THE GRANTORS




     Grantors represent, warrant and covenant, which representations, warranties and covenants
shall survive execution and delivery of this Mortgage, as follows:



     Section 2.01   Possession, Operation and Use, Maintenance and Registration.



          (a) Possession. Without the prior written consent of Collateral Agent, neither Grantor shall lease or
otherwise in any manner deliver, transfer or relinquish possession of any Airframe or any Engine or
Spare Engine or install any Engine or Spare Engine, or permit any Engine or Spare Engine to be
installed, on any airframe other than an Airframe; provided that either Grantor (or, except
with respect to clauses (viii) and (ix) below, any Permitted Lessee) may without the prior written
consent of Collateral Agent:





     (i) subject any Airframe to interchange agreements or subject any Engine or Spare
Engine, to interchange or pooling agreements or arrangements, in each case entered into by a
Grantor (or any Permitted Lessee) in the ordinary course of its business; provided
that (A) no such agreement or arrangement contemplates or requires the transfer of title to
such Airframe, and (B) if such Grantor’s title to any such Engine or Spare Engine is
divested under any such agreement or arrangement, such divestiture shall be deemed to be an
Event of Loss with respect to such Engine or Spare Engine, and Grantors shall (or shall
cause any Permitted Lessee to) comply with Section 3.01(b) in respect thereof;




     (ii) deliver possession of any Airframe or any Engine or Spare Engine to any Person for
testing, service, repair, restoration, storage, maintenance or other similar purposes or for
alterations, modifications or additions to such Airframe or such Engine or Spare Engine to
the extent required or permitted by the terms hereof;



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (iii) transfer or permit the transfer of possession of any Airframe or any Engine or
Spare Engine to the United States government pursuant to a lease, contract or other
instrument;




     (iv) subject (or permit any Permitted Lessee to subject) any Airframe or any Engine or
any Spare Engine to the CRAF Program or transfer (or permit any Permitted Lessee to
transfer) possession of any Airframe or any Engine or any Spare Engine to the United States
Government in accordance with applicable laws, rulings, regulations or orders (including,
without limitation, any transfer of possession pursuant to the CRAF Program);
provided, that such Grantor (or any Permitted Lessee) (A) shall promptly notify
Collateral Agent upon transferring possession of any Airframe or any Engine or any Spare
Engine pursuant to this clause (iv) and (B) in the case of a transfer of possession pursuant
to the CRAF Program, shall notify Collateral Agent of the name and address of the
responsible Contracting Office Representative for the Military Airlift Command of the United
States Air Force or other appropriate Person to whom notices must be given and to whom
requests or claims must be made to the extent applicable under the CRAF program;




     (v) install an Engine or Spare Engine on an airframe owned by such Grantor (or any
Permitted Lessee) free and clear of all Liens, except (A) Permitted Encumbrances and Liens
that apply only to the engines (other than Engines or Spare Engines), appliances, parts,
instruments, appurtenances, accessories, furnishings and other equipment (other than Parts)
installed on such airframe (but not to the airframe as an entirety) and (B) the rights of
third parties under interchange agreements or pooling or similar arrangements that would be
permitted under clause (i) above;




     (vi) install an Engine or Spare Engine on an airframe leased to a Grantor (or any
Permitted Lessee) or purchased or owned by such Grantor (or any Permitted Lessee) subject to
a conditional sale or other security agreement; provided that: (A) such airframe is
free and clear of all Liens except (1) the rights of the parties to the lease or conditional
sale or other security agreement covering such airframe, or their successors and assigns,
and (2) Liens of the type permitted by clause (v) of this Section 2.01(a); and (B) either:
(1) such Grantor has obtained from the lessor or secured party of such airframe a written
agreement (which may be the lease, conditional sale or other security agreement covering
such airframe), in form and substance satisfactory to Collateral Agent (an agreement from
such lessor or secured party substantially in the form of the penultimate paragraph of this
Section 2.01(a) being deemed to be satisfactory to Collateral Agent), whereby such lessor or
secured party expressly agrees that neither it nor its successors or assigns will acquire or
claim any right, title or interest in any Engine or Spare Engine by reason of such Engine or
Spare Engine being installed on such airframe at any time while such Engine or Spare Engine
is subject to the Lien of this Mortgage, or (2) such lease, conditional sale or other
security agreement provides that such Engine or Spare Engine
shall not become subject to the Lien of such lease, conditional sale or other security
agreement at any time while such Engine or Spare Engine is subject to the Lien of this
Mortgage, notwithstanding its installation on such airframe;



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (vii) install an Engine or Spare Engine on an airframe owned by such Grantor (or any
Permitted Lessee), leased to such Grantor (or any Permitted Lessee) or purchased by such
Grantor (or any Permitted Lessee) subject to a conditional sale or other security agreement
under circumstances where neither clause (v) nor clause (vi) of this Section 2.01(a) is
applicable; provided that such installation shall be deemed an Event of Loss with
respect to such Engine or Spare Engine, and Grantors shall comply with Section 3.01(b) in
respect thereof, if such installation adversely affects Collateral Agent’s security interest
in such Engine or Spare Engine, Collateral Agent not intending hereby to waive any right or
interest it may have to or in such Engine or Spare Engine under applicable law until
compliance by such Grantor with Section 3.01(b);




     (viii) lease any Engine or Spare Engine or any Airframe and its related Engines to any
Certificated Air Carrier; provided that at the commencement of such lease no Event
of Default or Specified Default has occurred and is continuing and such Certificated Air
Carrier, if other than an Affiliate in the same proceeding, is not at that time subject to a
proceeding under applicable bankruptcy, insolvency or reorganization laws; and




     (ix) lease any Engine or Spare Engine or any Airframe and its related Engines to:




     (1) any Foreign Air Carrier that is at the inception of the lease based in and
a domiciliary of a country listed in Exhibit D hereto, or




     (2) a manufacturer of airframes or engines (either directly or through an
affiliate, so long as the obligations of such affiliate are subject to the
unconditional guarantee of its related manufacturer) that is at the inception of the
lease based in and a domiciliary of the United States or any country listed on
Exhibit D hereto, or




     (3) any other Foreign Air Carrier consented to in writing by Collateral Agent;




provided that at the commencement of such lease no Event of Default or
Specified Default has occurred and is continuing, and provided,
further, that: (x) the aggregate of the Appraised Values of all Airframes,
Engines and Spare Engines (including the Appraised Value(s) attributable to any
quick engine change kits installed on any such Engine or Spare Engine) leased
pursuant to Section 2.01(a)(viii) and this Section 2.01(a)(ix), other than Engines
or Spare Engines so leased under leases having a term (including any renewal term)
of six months or less, when aggregated with the Appraised Value of all Airframes
reregistered outside the United States pursuant to Section 2.01(e), shall be subject
to the Reregistration and Lease Limit (except to the extent such Reregistration and
Lease Limit is expressly waived in writing by the Collateral Agent), and (y) in the
case of a lease of an Airframe, Engine or Spare Engine to a Foreign Air Carrier
under clause (1) above, Collateral Agent receives the following documents at least
two Business Days prior to the time of such lease (provided that such documents



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





can be furnished less than two Business Days prior to such time if the Collateral Agent
received drafts of such documents no later than two Business Days prior to such
time):




     a. a certificate of such Grantor’s independent insurance brokers
stating that in the opinion of such firm the insurance required to be
carried and maintained with respect to such Aircraft, Engine or Spare Engine
by the terms of this Mortgage will be in full force and effect during the
term of such lease and




     b. an Opinion of Counsel to such Grantor to the effect that




     i. there exist no possessory rights in favor or the lessee under
the laws of such lessee’s country which would, upon bankruptcy or
insolvency of or other default by such Grantor and assuming at such
time such lessee is not insolvent or bankrupt, prevent the taking of
possession of such Airframe, Engine or Spare Engine by Collateral
Agent in accordance with and when permitted by the terms of Section
4.02 upon the exercise by Collateral Agent of its remedies under
Section 4.02.




     ii. the terms of the proposed lease (including the provisions
therein as to being subject and subordinate as required below) will
be legal, valid, binding and (subject to customary exceptions in
foreign opinions generally acceptable to aircraft financiers)
enforceable against the proposed lessee in the country in which the
proposed lessee is principally based,




     iii. the laws of such lessee’s country of domicile require fair
compensation by the government of such jurisdiction payable in
currency freely convertible into Dollars for the loss of use or title
of such Aircraft, Engine or Spare Engine in the event of the
requisition by such government of such use or title, and




     iv. the laws of such lessee’s country of domicile would give
recognition to such Grantor’s title to such Aircraft, Engine or Spare
Engine, to the registry of such Aircraft in the name of a Grantor (or
the proposed lessee, as “lessee”, as appropriate) and to the Lien of
this Mortgage, and




(y) in the case of a lease to any foreign entity (other than a foreign entity
principally based in Taiwan), the United States maintains normal diplomatic
relations with the country in which such foreign entity is based at the time such lease is entered into, and (z) in the case of any lease to a foreign entity, such
entity, other than an Affiliate of such Grantor in the same proceeding, is not then
subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





similar proceeding and shall not have substantially all of its property in the
possession of any liquidator, trustee, receiver or similar person;


provided that the rights of any lessee or other transferee covered by the preceding clauses
(i) through (ix) who receives possession of any Aircraft, any Airframe or any Engine, Spare Engine
or Spare Part by reason of a transfer permitted by this Section 2.01(a) (other than the transfer of
an Engine or Spare Engine which is deemed an Event of Loss) shall be subject and subordinate to,
and any Permitted Lease shall be made expressly subject and subordinate to, all the terms of this
Mortgage, including Collateral Agent’s rights to repossess pursuant to Section 4.02 and to avoid
such lease upon such repossession, and Grantors shall remain primarily liable hereunder for the
performance and observance of all of the terms and conditions of this Mortgage, to the same extent
as if such lease or transfer had not occurred, any such lease shall include appropriate provisions
for the maintenance and insurance of any such Aircraft, Airframe, Engine or Spare Engine, and no
lease or transfer of possession otherwise in compliance with this Section 2.01 shall (x) result in
any registration or reregistration of any Aircraft except to the extent permitted in Section
2.01(e) or the maintenance, operation or use thereof that does not comply with Section 2.01(b) and
(c) or the registration of any subordination in favor of the Permitted Lessee or in respect of
other transfers in the International Registry, or (y) permit any action not permitted to be taken
by Grantors with respect to any Aircraft hereunder.




     Grantors shall provide the Collateral Agent a copy of each Permitted Lease which has a term of
more than one year promptly after execution thereof. In addition, in furtherance of the Granting
Clause, the applicable Grantor shall expressly assign to the Collateral Agent in a manner
reasonably acceptable to the Collateral Agent (such assignment to be expressly junior and
subordinate to the First Lien Aircraft Mortgage and/or any lease assignment to the First Lien
Collateral Agent thereunder) (and take all further actions in order to create, grant, establish,
preserve, protect and perfect the validity, perfection and priority of the Liens and security
interests created or intended to be created by this Mortgage), as part of the Collateral, such
Grantor’s rights, but not its obligations, under any such Permitted Lease with a term of more than
one year (provided that so long as no Event of Default shall have occurred and be continuing
hereunder, Grantor shall be entitled to exercise all rights and remedies with respect to such
Permitted Lease). In connection with the foregoing assignment, such Grantor shall deliver any
chattel paper originals of any Permitted Lease having a term in excess of one year to the
Collateral Agent; provided, that unless and until the First Lien Aircraft Mortgage has been
terminated and discharged in accordance with its terms, all such originals shall be delivered to
the First Lien Collateral Agent.



     No Permitted Lease shall be entered into unless Grantors shall reimburse the Collateral Agent
for all of their respective reasonable out-of-pocket fees and expenses (including reasonable fees
and disbursements of counsel) incurred in connection therewith and with any collateral assignment
thereof.



     Collateral Agent agrees, for the benefit of Grantors (and any Permitted Lessee) and for the
benefit of the lessor or secured party of any airframe or engine leased to a Grantor (or any
Permitted Lessee) or purchased or owned by a Grantor (or any Permitted Lessee) subject to a
conditional sale or other security agreement, that Collateral Agent will not acquire or claim, as
against Grantors (or any Permitted Lessee) or such lessor or secured party, any right, title or



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



interest in: (A) any engine or engines owned by such Grantor (or any Permitted Lessee) or by the
lessor under such lease or subject to a security interest in favor of the secured party under such
conditional sale or other security agreement as the result of such engine or engines being
installed on any Airframe, or (B) any airframe owned by such Grantor (or any Permitted Lessee) or
by the lessor under such lease or subject to a security interest in favor of the secured party
under such conditional sale or other security agreement as the result of any Engine or Spare Engine
being installed on such airframe.




     Collateral Agent acknowledges that any Wet Lease or other similar arrangement under which a
Grantor (or any Permitted Lessee) maintains operational control of an Aircraft does not constitute
a delivery, transfer or relinquishment of possession for purposes of this Section 2.01(a).



          (b) Operation and Use. Grantors agree that no Aircraft, Airframe, Engine or Spare Engine will be maintained, used
or operated in violation of any law, rule or regulation of any Governmental Authority of any
country having jurisdiction over such Aircraft, Airframe, Engine or Spare Engine or in violation of
any airworthiness certificate, license or registration relating to such Aircraft issued by any such
Governmental Authority, except for unanticipated, minor or non-recurring violations, and except to
the extent a Grantor (or, if a Lease is then in effect with respect to such Aircraft, any Permitted
Lessee) of such Aircraft is contesting in good faith the validity or application of any such law,
rule or regulation in any manner that does not involve any material risk of sale, forfeiture or
loss of such Aircraft, Airframe, Engine or Spare Engine or any material risk of subjecting the
Collateral Agent or any Lender to criminal liability or materially impair the Lien of this
Mortgage; provided that, Grantors shall not be in default under, or required to take any
action set forth in, this sentence if it is not possible for them to comply with the laws of a
jurisdiction other than the United States (and other than any jurisdiction in which such Aircraft
is then registered) because of a conflict with the applicable laws of the United States (and such
jurisdiction in which such Aircraft is then registered); provided, further, that
Grantors shall only be entitled to contest mandatory grounding orders if it does not operate such
Aircraft or Spare Engine during such contest. Grantors will not operate any Aircraft, Airframe,
Engine or Spare Engine or permit any Aircraft, Airframe, Engine or Spare Engine to be operated or
located, (i) in any area excluded from coverage by any insurance required by the terms of Section
2.03 or (ii) in any war zone or recognized or, in Grantors’ reasonable judgment threatened areas of
hostilities unless covered by war risk insurance in accordance with Section 2.03, unless in the
case of either clause (i) or (ii), indemnification complying with Section 2.03(d) has been
provided; provided, however, that Grantors’ failure to comply with the provisions
of this sentence shall not give rise to an Event of Default hereunder where such failure is
attributable to causes beyond the control of Grantors (or any Permitted Lessee) or to extraordinary
circumstances involving an isolated occurrence or isolated series of occurrences attributable to a
hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or
other similar unforeseen circumstances.




          (c) Maintenance. Grantors shall maintain, service, repair and overhaul each Aircraft, Airframe, Engine and
Spare Engine (or cause the same to be done) so as to keep each Aircraft, Airframe, Engine and Spare
Engine in good operating condition and in such condition as may be necessary to enable the
airworthiness certification of each Aircraft to be maintained in good standing at all times (other
than during temporary periods of storage, during maintenance,




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



testing or modification permitted
hereunder, or during periods of grounding by applicable Governmental Authorities, unless such
grounding is due to the failure by Grantors to maintain such Aircraft in accordance with the terms
hereof) under Title 49, during such periods in which such Aircraft is registered under the laws of
the United States, or, if such Aircraft is registered under the laws of any other jurisdiction, the
applicable laws of such jurisdiction, in compliance always with Section 5.10 of the Credit
Agreement, using the same standards as Grantors (or a Permitted Lessee of such Aircraft, if a Lease
is in effect with respect to such Aircraft) uses with respect to similar aircraft operated by
Grantors (or such Permitted Lessee) in similar circumstances. In any case, each Aircraft,
Airframe, Engine, Spare Engine and Spare Part will be maintained in accordance with the maintenance
standards required by the FAA (while operated under an FAA-approved maintenance program) or, while
operated under the maintenance program of another jurisdiction, standards substantially equivalent
to those required by the central aviation authority of the United States, Australia, Austria,
Belgium, Canada, Denmark, France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand,
Norway, Spain, Sweden, Switzerland or the United Kingdom. Each Grantor shall maintain or cause to
be maintained all records, logs and other documents required to be maintained in respect of each of
its Aircraft and Spare Engines by appropriate authorities in the jurisdiction in which such
Aircraft is registered.




          (d) Identification of Collateral Agent’s Interest. (i) Grantors agree to affix as promptly as practicable after the Closing Date and
thereafter to maintain in the cockpit of each Aircraft, in a clearly visible location, and (if not
prevented by applicable law or regulations or by any government) on each Engine and Spare Engine a
nameplate bearing the inscription “MORTGAGED TO GOLDMAN SACHS CREDIT PARTNERS L.P., AS COLLATERAL
AGENT” (such nameplate to be replaced, if necessary, with a nameplate reflecting the name of any
successor Collateral Agent); provided, that each such sign shall also bear the inscription
required by the terms of the First Lien Aircraft Mortgage.





     (ii) On or prior to the Closing Date and from time to time thereafter, the Grantors
shall install signs, in size and form reasonably satisfactory to the Collateral Agent, at
each of the Designated Spare Parts Locations in which the Pledged Spare Parts are stored and
otherwise as may be directed by the Collateral Agent within each Designated Spare Parts
Location, bearing the inscription: “MORTGAGED TO GOLDMAN SACHS CREDIT PARTNERS L.P., AS
COLLATERAL AGENT” (such sign to be replaced if there is a successor Collateral Agent);
provided, that each such sign shall also bear the inscription required by the terms
of the First Lien Aircraft Mortgage.



          (e) Registration. The applicable Grantors shall cause each Aircraft to remain duly registered, under the laws
of the United States, in the name of the applicable Grantor. Notwithstanding the preceding
sentence, Grantors, at their own expense, may cause or allow such Aircraft to be duly registered
under the laws of any country listed on Exhibit C (except as indicated therein) in the name of the
appropriate Grantor or of any nominee thereof, or, if required by applicable law, in the name of
any other Person (and, following any such foreign registration, may cause such Aircraft to be
re-registered under the laws of the United States); provided, that Collateral Agent shall
have received, at least two Business Days prior to the time of such non-US registration (provided
that such document can be furnished less than two Business Days prior to such time if Collateral
Agent received a draft of such document no later




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



than two Business Days prior to such time), one or
more Opinions of Counsel, expert in the laws of the United States and such other jurisdiction, in
form and substance reasonably satisfactory to Collateral Agent, subject to exceptions, assumptions
and limitations customary in such jurisdiction and of a nature customarily accepted by aircraft
financiers making loans to entities in such jurisdiction, to the effect that:





     (1) such jurisdiction maintains normal diplomatic relations with the United
States (except, in the case of Taiwan);




     (2) such re-registration will not adversely affect Collateral Agent’s second
priority and perfected Lien on such Aircraft (and Grantors shall, at their expense,
to the extent legally permitted, cause the interest of Collateral Agent as secured
party in respect of such Aircraft to be duly registered or recorded under the laws
of such jurisdiction and the International Interests of the Collateral Agent in such
Airframe and Engines to be duly registered in the International Registry, and at all
times thereafter to remain so duly registered or recorded unless and until the
registration of such Aircraft is changed as provided herein, and shall cause to be
done at all times all other acts necessary or, by reference to prudent industry
practice in such jurisdiction and under the Cape Town Convention, advisable in order
to create, preserve and protect such interests in such Aircraft, and the priority
thereof, as against a Grantor or any third parties), and the laws of such
jurisdiction would provide Collateral Agent with protections of its interest in and
to such Aircraft substantially equivalent to the protections afforded to the holder
or a second-priority security interest under the New York Uniform Commercial Code;




     (3) the obligations of Grantors under this Mortgage shall remain valid, binding
and enforceable to the same extent as before such registration, and such
re-registration shall not create any disability or adverse effect to the existence
or enforceability of the rights and remedies of Collateral Agent under the Loan
Documents;




     (4) any import or export permits necessary to take such Aircraft into such
jurisdiction and any exchange permits necessary to allow all payments provided for
under this Mortgage and the other Loan Documents shall be in full force and effect;




     (5) there are no possessory rights in favor of a Grantor or any Permitted
Lessee which would, upon bankruptcy or other default by a Grantor or any Permitted
Lessee, prevent the return of such Aircraft to Collateral Agent in accordance with
and when permitted by the terms of the Mortgage upon Collateral Agent’s exercise of
remedies thereunder, or, if such possessory rights exist, they are not materially
greater than those available to owners and lessees under United States law and there
are no procedural impediments to the return of such Aircraft to Collateral Agent
materially greater than under United States law, and upon termination of any lease,
registration shall be terminable without material burden or delay;



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (6) there is no strict liability imposed on passive lenders, except such tort
liability not of materially greater scope or magnitude than might be imposed on such
passive lender under the prevailing law among the states of the United States, and
except liabilities that Grantors or a Permitted Lessee has agreed to insure against
in a manner reasonably satisfactory to Collateral Agent.




     (7) that it is not necessary by reason of such re-registration or for purposes
of enforcing remedies contained herein or in any Lease, for Collateral Agent or any
Lender to register or qualify to do business in such jurisdiction;




     (8) no Liens (other than Permitted Encumbrances) shall arise by reason of such
re-registration;




     (9) (unless Grantors shall have agreed to provide insurance reasonably
satisfactory to Collateral Agent covering the risk of requisition of use of such
Aircraft by the government of such jurisdiction so long as such Aircraft is
registered under the laws of such jurisdiction) the laws of such jurisdiction
require fair compensation by the government of such jurisdiction, payable in
currency freely convertible into Dollars, for the loss of use of such Aircraft in
the event of requisition by such government of such use; and




     (10) neither Collateral nor any Lender shall be subjected to any adverse tax
consequences as a result of such re-registration for which Grantors are not required
to indemnify such Person, unless Grantors have agreed to indemnify such Person
therefor.


Collateral Agent will cooperate with Grantors in effecting such foreign registration.
Notwithstanding the foregoing, the aggregate of the Appraised Values of all Airframes reregistered
outside the United States pursuant to this Section 2.01(e) and of all Airframes and Engines and
Spare Engines (including the Appraised Value(s) attributable to any quick engine change kits
installed on any such Engine or Spare Engine) leased pursuant to Sections 2.01(a)(viii) and
2.01(a)(ix), other than of Engines or Spare Engines so leased (whether or not reregistered) having
a term (including any renewal term) of six months or less, shall not exceed fifteen percent (15%)
of the total Appraised Values of all Collateral at any time (such 15% limitation is the
“Reregistration and Lease Limit”) (except to the extent that such Reregistration and Lease Limit is
expressly waived in writing by the Collateral Agent) and prior
to any such change in the country of registry of any Aircraft, the following conditions shall be
met (unless waived as provided in Section 10.08 of the Credit Agreement):





          (i) no Event of Default shall have occurred and be continuing at the effective date of
the change in registration or occurs as a result of such change in registration;
provided that it shall not be necessary to comply with this condition if the change
in registration results in the registration of such Aircraft under the laws of the United
States;




          (ii) all insurance provided for in this Mortgage shall be in full force and effect,
before, at the time of, and after such change in registration, and Collateral



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





Agent shall
have received a certificate of Grantors’ or a Permitted Lessee’s insurance broker to such
effect;




          (iii) such country imposes, or Grantors shall agree to cause such Aircraft to be
maintained in accordance with, aircraft maintenance standards approved by, or which are
substantially equivalent to those required by, the civil aviation authority of the United
States, Australia, Belgium, Canada, Denmark, France, Germany, Ireland, Italy Japan, the
Netherlands, Norway, New Zealand, Spain, Switzerland or the United Kingdom;




          (iv) all action shall be taken as Collateral Agent deems reasonably necessary to insure
that all insurance and indemnities provided for in the Loan Documents shall be in full force
and effect at the time of and following such re-registration; and




          (v) Grantors pay all fees, Taxes, expenses and other charges relating to such
re-registration (including those of each Lender).



          (f) Substitution of Engines. Each Grantor may at any time, at no cost to the Collateral Agent, on at least ten (10) days
prior written notice to the Collateral Agent, replace any Engine or Spare Engine subjected to the
Lien hereof by causing an engine to be substituted for such Engine or Spare Engine hereunder in
accordance with the provisions of Section 3.01(b) hereof to the same extent as if an Event of Loss
has occurred with respect to such Engine or Spare Engine.




     Section 2.02 Replacement and Pooling of Parts; Alterations, Modifications and
Additions.



          (a) Replacement of Parts. Grantors, at their own cost and expense, will promptly replace or cause to be replaced all
Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as
otherwise provided in Section 2.02(f). In addition, a Grantor (or any
Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul
or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or rendered permanently unfit for use; provided that such Grantor (or
any Permitted Lessee), except as otherwise provided in Section 2.02(c), replaces such Parts as
promptly as practicable. All replacement Parts shall be owned by a Grantor free and clear of all
Liens (except Permitted Encumbrances, pooling arrangements permitted by Section 2.02(b) hereof and
replacement parts temporarily installed on an emergency basis) and shall be in the condition and
repair required by the terms hereof. All Parts at any time removed from any Airframe, Engine or
Spare Engine shall remain the property of a Grantor and subject to the Lien of this Mortgage, no
matter where located, until such time as such Parts shall be replaced by Parts which meet the
requirements for replacement Parts specified herein. Immediately upon any replacement Part
becoming incorporated or installed in or attached to the applicable Airframe, Engine or Spare
Engine, without further act (subject only to Permitted Encumbrances and any pooling arrangement
permitted by Section 2.02(b) hereof and except replacement parts temporarily installed on an
emergency basis), such replacement Part shall




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



become the property of a Grantor and subject to the
Lien of this Mortgage and be deemed a Part for all purposes hereof to the same extent as the Parts
originally incorporated or installed in or attached to such Airframe, Engine or Spare Engine and
the replaced Part shall be free and clear of all rights of the Collateral Agent hereunder and shall
no longer be deemed a Part hereunder. Upon request of a Grantor from time to time, Collateral
Agent shall execute and deliver to such Grantor an appropriate instrument confirming the release of
any such replaced Part from the Lien of this Mortgage.




          (b) Pooling of Parts. Any Part removed from any Airframe, Engine or Spare Engine as provided in Section 2.02(a)
hereof may be subjected by a Grantor (or any Permitted Lessee) to a pooling arrangement entered
into in the ordinary course of such Grantor’s business; provided, that the Part replacing
such removed Part shall be incorporated or installed in or attached to such Airframe, Engine or
Spare Engine in accordance with Section 2.01(a) as promptly as practicable after the removal of
such removed Part. In addition, any replacement Part when incorporated or installed in or attached
to an Airframe, Engine or Spare Engine in accordance with such Sections may be owned by any third
Party subject to such a pooling arrangement, provided, that such Grantor (or any Permitted
Lessee), at its expense, as promptly thereafter as practicable, either (i) causes such replacement
Part to become subject to the Lien of this Mortgage, free and clear of all Liens other than
Permitted Encumbrances or (ii) replaces or causes to be replaced such replacement Part with a
further replacement Part owned by a Grantor (or any Permitted Lessee) which shall become the
property of a Grantor and subject to the Lien of this Mortgage, free and clear of all Liens other
than Permitted Encumbrances.




          (c) Alterations, Modifications and Additions. Grantors, at their own expense, will make (or cause to be made) such alterations and
modifications in and additions to each Airframe, Engine and Spare Engine as may be required to be
made from time to time so as to comply with any law, rule, regulation or order of any Governmental
Authority of any jurisdiction in which an Aircraft may then be registered or any Spare Engine may
be located; provided, however, that a Grantor or any Permitted Lessee
may, in good faith, and by appropriate proceedings contest the validity or application of any
such law, rule, regulation or order in any reasonable manner, subject any such Person to material
risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of
title to any Airframe, Engine or Spare Engine. In addition, each Grantor (or any Permitted
Lessee), at its own expense, may from time to time add further parts or accessories and make or
cause to be made such alterations and modifications in and additions to any Airframe, Engine or
Spare Engine as a Grantor (or any Permitted Lessee) may deem desirable in the proper conduct of its
business, including removal (without replacement) of Parts which a Grantor (or any Permitted
Lessee) deems to be obsolete or no longer suitable or appropriate for use on such Airframe, Engine
or Spare Engine (such parts, “Obsolete Parts”); provided that no such alteration,
modification, removal or addition materially diminishes the fair market value or utility of such
Airframe, Engine or Spare Engine below the fair market value or utility thereof immediately prior
to such alteration, modification, removal or addition assuming such Airframe, Engine or Spare
Engine was then in the condition required to be maintained by the terms of this Mortgage. In
addition, the fair market value (but not the utility) of an Airframe, Engine or Spare Engine may be
reduced by the fair market value, if any, of Obsolete Parts which shall have been removed so long
as the aggregate fair market value of all Obsolete Parts which shall have been removed and not
replaced with respect to any Aircraft shall not exceed $500,000 in the aggregate. All Parts
incorporated or installed in or




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



attached or added to an Airframe, Engine or Spare Engine as the
result of such alteration, modification or addition (except those parts which are excluded from the
definition of Parts or which may be removed by a Grantor pursuant to the next sentence) (the
“Additional Parts”) shall, without further act, become subject to the Lien of this Mortgage.
Notwithstanding the foregoing sentence, a Grantor (or any Permitted Lessee) may, at its own
expense, remove or suffer to be removed any Additional Part, provided that such Additional
Part (i) is in addition to, and not in replacement of or substitution for, any Part originally
incorporated or installed in or attached to such Airframe, Engine or Spare Engine or any Part in
replacement of or substitution for any such Part, (ii) is not required to be incorporated or
installed in or attached or added to such Airframe, Engine or Spare Engine pursuant to the first
sentence of this paragraph (c) and (iii) can be removed from such Airframe, Engine or Spare Engine
without diminishing the value or utility of such Airframe, Engine or Spare Engine which such
Airframe, Engine or Spare Engine would have had at such time had such alteration, modification or
addition not occurred, assuming that such Airframe, Engine or Spare Engine was in the condition and
repair required to be maintained by the terms hereof. Upon the removal thereof as provided above,
such Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of such
Airframe, Engine or Spare Engine from which it was removed. Upon request of a Grantor from time to
time, Collateral Agent shall execute and deliver to such Grantor an appropriate instrument
confirming the release of any such removed Part from the Lien of this Mortgage.




     Section 2.03 Insurance.



          (a) Aircraft Liability Insurance.





     (i) Except as provided in paragraph (ii) of this Section 2.03(a) and subject to the
rights of Grantors to establish and maintain self-insurance in the manner and to the extent
specified in Section 2.03(c) below, Grantors will carry, or cause to be carried, at no
expense to Collateral Agent, aircraft liability insurance (including, but not limited to,
passenger, contractual, bodily injury, personal injury and property damage liability
(exclusive of manufacturer’s product liability insurance), and including without limitation,
war risk, hijacking and related perils insurance, if and to the extent, in the case of war
risk, hijacking and related perils insurance, any Aircraft or Spare Engine is being operated
in any war zone or area of recognized or threatened hostilities or war risk, hijacking and
related perils insurance is otherwise maintained by a Grantor (or, if a Permitted Lease in
respect of any Airframe, Engine or Spare Engine is then in effect, by Permitted Lessee) with
respect to other similar aircraft and engines operated by such Grantor or such Permitted
Lessee, as the case may be, on the same routes) with respect to each Aircraft or Spare
Engine that is of the type as from time to time applicable to aircraft and engines operated
by such Grantor (or, if a Permitted Lease in respect of such Airframe, Engine or Spare
Engine is then in effect, by the Permitted Lessee) of the same type as such Aircraft or
Spare Engine (A) in amounts that are not less than the aircraft liability insurance
applicable to similar aircraft and engines in such Grantor’s fleet on which Grantor carries
insurance; provided that such liability insurance shall not be less than the Minimum
Liability Insurance Amount, and (B) that is maintained in effect with insurers of recognized
responsibility. Any policies of insurance carried in accordance with this Section 2.03(a)
and any policies taken out in substitution or replacement for any of such policies shall:



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     (1) name the Additional Insureds, as their Interests (defined below) may appear
as additional insureds;




     (2) subject to the conditions of clause (3) below, provide that, in respect of
the interest of each Additional Insured in such policies, the insurance shall not be
invalidated by any action or inaction of a Grantor or any other Person (other than
such Additional Insured) and shall insure each Additional Insured’s Interests as
they appear, regardless of any breach or violation by a Grantor or any other Person
(other than such Additional Insured) of any warranty, declaration or condition
contained in such policies;




     (3) provide that, if such insurance is canceled for any reason, or if any
change is made in the insurance that materially reduces the amount of or the
coverage certified in the insurance report delivered on the Closing Date to
Collateral Agent or if such insurance is allowed to lapse for nonpayment of premium,
such cancellation, change or lapse shall not be effective as to any Additional
Insured for 30 days (seven days, or such other period as is then customary in the
industry, in the case of any war risk, hijacking and related perils coverage) after
receipt by such Additional Insured of written notice from such insurers of such
cancellation, change or lapse, provided that in the case of any war risk,
hijacking and related perils, liability insurance, if the same is directly or
indirectly provided by the United States government, or any agency or regulatory
body thereof, such notice shall be deemed delivered if published in the Federal
Register;




     (4) provide that the Additional Insured shall have no obligation or liability
for premiums, commissions, assessments or calls in connection with such insurance;




     (5) provide that the insurers shall waive any rights of (x) setoff,
counterclaim or any other deduction, whether by attachment or otherwise, in respect
of any liability of the Additional Insureds to the extent of any moneys due to the
Additional Insureds and (y) subrogation against the Additional Insureds to the
extent that Grantors have waived their rights by their agreements to indemnify the
Additional Insureds pursuant to the Loan Documents;




     (6) be primary without right of contribution from any other insurance carried
by any Additional Insured with respect to its Interests as such in any Aircraft,
Engine or Spare Engine; and




     (7) expressly provide that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured.


“Interests” as used in this Section 2.03(a) and in Section 2.03(b) below with respect to any Person
means the interests of such Person in the transactions contemplated by the Loan Documents.




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (ii) During any period that any Airframe or an Engine or a Spare Engine, as the case
may be, is on the ground and not being flown, Grantors may carry or cause to be carried as
to such non-flown Airframe, Engine or Spare Engine, in lieu of the insurance required by
clause (i) above, and subject to self-insurance to the extent permitted by Section 2.03(c)
below, insurance otherwise conforming with the provisions of said clause (i) except that:
(A) the amounts of coverage shall not be required to exceed the amounts of airline liability
insurance from time to time applicable to airframes or engines owned or leased by a Grantor
(or, if a Permitted Lease in respect of such Airframe, Engine or Spare Engine is then in
effect, by the Permitted Lessee) of the same type as such non-flown Airframe, Engine or
Spare Engine and that are on the ground and not being flown and (B) the scope of the risks
covered and the type of insurance shall be the same as from time to time are applicable to
airframes or engines operated by a Grantor (or, if a Permitted Lease in respect of such
Aircraft is then in effect, by the Permitted Lessee) of the same type as such non-flown
Airframe, Engine or Spare Engine and that are on the ground and not being flown.




     (b) Insurance Against Loss or Damage.




     (i) Except as provided in clause (ii) of this Section 2.03(b), and subject to the
rights of Grantors to establish and maintain self-insurance in the manner and to the extent
specified in Section 2.03(f) below, Grantors shall maintain, or cause to be maintained, in
effect with insurers of recognized responsibility, at no expense to Collateral Agent,
all-risk aircraft hull insurance covering each Aircraft and Spare Engine and all-risk
coverage with respect to any Engine, Spare Engine or Part while removed from an Airframe or
airframe (or Engine, Spare Engine or engine (in the case of a Part)) (including, without
limitation, war risk, hijacking and related perils insurance, if and to the extent the same
is maintained by a Grantor (or, if a Permitted Lease in respect of such Airframe, Engine or
Spare Engine is then in effect, by the Permitted Lessee) with respect to other similar
aircraft and engines operated by such Grantor or such Permitted Lessee, as the case may be,
on the same routes or if such Aircraft and Spare Engine is being operated in any war zone or
area of recognized or threatened hostilities), that is of the type as from time to time
applicable to aircraft operated by such Grantor (or, if a Permitted Lease in respect of such
Airframe, Engine and Spare Engine is then in effect, by the Permitted Lessee) of the same
type as such Aircraft and Spare Engine; provided that such insurance (including the
permitted self-insurance) in the case of such Aircraft and Spare Engine shall at all times
while such Aircraft and Spare Engine is subject to this Mortgage be for an amount not less
than the greater of (x) 110% of the Appraised Value, if any, thereof set forth in the most
recent Appraisal Report delivered before the date (or renewal date) of the applicable
insurance policies, and (y) the Insured Amount therefor. Any insurance amounts described in
this clause (b)(i) which relate to the loss of an engine (other than an Engine or Spare
Engine) shall be, if received by the Collateral Agent, paid over to the Person legally
entitled thereto. Any policies carried in accordance with this Section 2.03(b) and any
policies taken out in substitution or replacement for any such policies shall:




     (1) provide that any insurance proceeds payable for any loss or damage, with
respect to any Aircraft or Spare Engine, together with accrued but unpaid interest
thereon, shall be paid to the First Lien Administrative Agent (at



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





such account and
address as the First Lien Collateral Agent specifies) (or, after the First Priority
Obligations Payment Date, the Administrative Agent at such account and address as
the Collateral Agent specifies) as follows: (a) if such insurance proceeds are in
respect of an Event of Loss, or (b) if the insurer has received a notice from the
Collateral Agent or the First Lien Collateral Agent directing that such insurance
proceeds shall be so paid to the First Lien Administrative Agent (or, after the
First Priority Obligations Payment Date, the Administrative Agent); otherwise all
such insurance proceeds shall be payable to the applicable Grantor;




     (2) subject to the conditions of clause (3) below, provide that, in respect of
the interests of the Additional Insureds in such policies, the insurance shall not
be invalidated by any action or inaction of a Grantor or any other Person (other
than such Additional Insured) and shall insure the Additional Insureds’
Interests as they appear, regardless of any breach or violation by a Grantor or
any other Person (other than such Additional Insured) of any warranty, declaration
or condition contained in such policies;




     (3) provide that if such insurance is canceled for any reason, or if any change
is made in the insurance that materially reduces the coverage (not including the
amount if such amount exceeds the coverage required hereunder) certified in the
insurance report delivered on the Closing Date to Collateral Agent and each Lender
or if such insurance is allowed to lapse for nonpayment of premium, such
cancellation, change or lapse shall not be effective as to the Additional Insureds
for 30 days (seven days, or such other period as is then customary in the industry,
in the case of war risk, hijacking or related perils coverage) after receipt by the
Additional Insureds of written notice from such insurers of such cancellation,
change or lapse; provided that in the case of any war risk, hijacking and
related perils hull insurance, if the same is directly or indirectly provided by the
United States government, or any agency or regulatory body thereof, such notice
shall be deemed delivered if published in the Federal Register;




     (4) provide that the Additional Insureds shall have no obligation or liability
for premiums, commissions, assessments or calls in connection with such insurance;




     (5) provide that the insurers shall waive rights of (x) setoff, counterclaim or
any other deduction, whether by attachment or otherwise, in respect of any liability
of the Additional Insureds to the extent of any moneys due to the Additional
Insureds and (y) subrogation against the Additional Insureds to the extent that
Grantors have waived their rights by its agreement to indemnify the Additional
Insureds pursuant to the Loan Documents;




     (6) be primary without rights of contribution from any other insurance carried
by any Additional Insured with respect to its Interests as such in any Aircraft,
Engine or Spare Engine; and



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (7) contain a “50/50 clause” (AVN 103 or its equivalent).


The Collateral Agent or the First Lien Collateral Agent shall be entitled to notify an insurer that
insurance proceeds payable in respect of loss or damage shall be paid directly to the First Lien
Administrative Agent (or, after the First Priority Obligations Payment Date, the Administrative
Agent) as provided in clause (1) above, for deposit into an account maintained with the First Lien
Administrative Agent (or, after the First Priority Obligations Payment Date, the Administrative
Agent) subject to a Full Control Agreement, in the following circumstances: (1) an Event of Default
has occurred and is continuing, (2) such insurance proceeds are in respect of an Event of Loss, or
(3) such proceeds if paid to the applicable Grantor would be required to be deposited in such
account maintained with the Administrative Agent or the First Lien Administrative Agent subject to
a Full Control Agreement in accordance with the terms of the First Lien Credit Agreement or Section
2.12(a) of the First Lien Credit Agreement (or, after the
First Priority Obligations Payment Date, Section 2.10(a) of the Credit Agreement) (all calculations
thereunder and under Section 6.06 of the First Lien Credit Agreement (or, after the First Priority
Obligations Payment Date, Section 6.06 of the Credit Agreement) to be performed in accordance with
the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, the Credit
Agreement) after giving effect to the Event of Loss or other circumstance giving rise to such
insurance proceeds). For the avoidance of doubt the parties agree that the First Lien Credit
Agreement and the Credit Agreement govern the right of the Grantors to receive and use any
insurance proceeds so deposited with the Administrative Agent or the First Lien Administrative
Agent.





     (ii) During any period that an Airframe or an Engine or a Spare Engine is on the ground
and not being flown, Grantors may carry or cause to be carried as to such non-flown Airframe
or Engine or Spare Engine, in lieu of the insurance required by clause (i) above, and
subject to self-insurance to the extent permitted by Section 2.03(c), insurance otherwise
conforming with the provisions of said clause (i) except that the scope of the risks covered
and the type of insurance shall be the same as from time to time applicable to airframes and
engines operated by Grantors (or, if a Permitted Lease in respect of such Aircraft is then
in effect, by the Permitted Lessee) of the same type as such non-flown Airframe or Engine
and that are on the ground and not being flown; provided that, subject to
self-insurance to the extent permitted by Section 2.03(c), Grantors shall maintain or cause
to be maintained insurance against risk of loss or damage to such non-flown Airframe or
Engine or Spare Engine in an amount at least equal to the applicable amount required under
Section 2.03(b) during such period that such Airframe or Engine or Spare Engine is on the
ground and not being flown.



          (c) Pledged Spare Parts Liability Insurance. Each Grantor will carry or cause to be carried at all times, at no expense to Collateral
Agent, third party liability insurance with respect to the Pledged Spare Parts, which is (i) of
amount and scope as is usually carried by corporations engaged in the same or similar business,
similarly situated with such Grantor and owning or operating similar spare parts for aircraft and
engines and covering risks of the kind customarily insured against by such Grantor for equipment
similar to the Pledged Spare Parts and (ii) maintained in effect with insurers of recognized
responsibility. Each Grantor will carry or cause to be carried at all times, at no expense to
Collateral Agent, with insurers of recognized




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



responsibility, third party liability insurance
covering the Designated Spare Parts Locations where any Pledged Spare Parts shall be located.




          (d) Pledged Spare Parts Insurance Against Loss or Damage. Each Grantor will carry or cause to be carried at all times, at no expense to Collateral
Agent, with insurers of recognized responsibility insurance covering physical damage to the Pledged
Spare Parts, of the type covering the same risks as are usually carried by corporations engaged in
the same or similar business as such Grantor and covering risks of the kind customarily insured
against by Borrower and providing for the reimbursement of the actual expenditure incurred in
repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced,
for then payment of the amount it would cost to repair or replace such
Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical
depreciation. Each Grantor will carry or cause to be carried at all times, at no expense to
Collateral Agent, with insurers of recognized responsibility property insurance covering the
Designated Spare Parts Locations where any Pledged Spare Parts shall be located.




          (e) Pledged Spare Parts Insurance Against Loss or Damage. Any policies of insurance carried in accordance with Sections 2.03(c) and 2.03(d),
including any policies taken out in substitution or replacement for each policies:





     (1) in the case of Section 2.03(d), provide that any insurance proceeds payable
for any loss or damage, with respect to any Pledged Spare Parts, together with
accrued but unpaid interest thereon, shall be paid to the First Lien Administrative
Agent (as such account as the First Lien Collateral Agent specifies) (or, after the
First Priority Obligations Payment Date, the Administrative Agent (at such account
and address as the Collateral Agent specifies)) as follows: (a) if such insurance
proceeds are in respect of an Event of Loss, or (b) if the insurer has received a
notice from the Collateral Agent or the First Lien Collateral Agent directing that
such insurance proceeds shall be so paid to the First Lien Administrative Agent (or,
after the First Priority Obligations Payment Date, the Administrative Agent);
otherwise all such insurance proceeds shall be payable to the applicable Grantor;




     (2) in the case of Section 2.03(c), shall name the Additional Insureds, as
additional insureds, as their respective interests may appear;




     (3) shall provide that, in respect of the interests of the Additional Insureds
in such policies the insurance shall not be invalidated or impaired by any act or
omission (including misrepresentation and nondisclosure) by the applicable Grantor
or any other Person (including, without limitation, use of the Pledged Spare Parts
for illegal purposes) and shall insure the Additional Insureds regardless of any
breach or violation of any representation, warranty, declaration, term or condition
contained in such policies by such Grantor;




     (4) shall provide that, if the insurers cancel such insurance for any reason
whatsoever, or if the same is allowed to lapse for nonpayment of premium, or if any
material change is made in the insurance which adversely affects the



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





interest of any
of the Additional Insureds, such cancellation, lapse or change shall not be
effective as to the Additional Insureds for 30 days (7 days for nonpayment of
premiums or cancellation by such Grantor) after receipt by the Additional Insureds
of written notice by such insurers of such cancellation, lapse or change.




     (5) shall waive any right of recourse, subrogation, setoff, recoupment,
counterclaim or other deduction against any Additional Insured;




     (6) shall be primary without right of contribution from any other insurance
that may be available to any Additional Insured, other than Grantors’ all risk
aircraft hull insurance carried pursuant to Section 2.03(b);




     (7) in the case of Section 2.03(c), shall provide that all of the liability
insurance provisions thereof, except the limits of liability, shall operate in all
respects as if a separate policy had been issued covering each party insured
thereunder, and




     (8) shall provide that none of the Additional Insureds shall be liable £or any
insurance premium.


The Collateral Agent or the First Lien Collateral Agent shall be entitled to notify an insurer that
insurance proceeds payable in respect of loss or damage shall be paid directly to the First Lien
Administrative Agent (or, after the First Priority Obligations Payment Date, the Administrative
Agent) as provided in clause (1) above, for deposit into an account maintained with the First Lien
Administrative Agent (or, after the First Priority Obligations Payment Date, the Administrative
Agent) subject to a Full Control Agreement, in the following circumstances: (1) an Event of Default
has occurred and is continuing, (2) such insurance proceeds are in respect of an Event of Loss, or
(3) such proceeds if paid to the applicable Grantor would be required to be deposited in such
account maintained with the Administrative Agent or the First Lien Administrative Agent subject to
a Full Control Agreement in accordance with the terms of the First Lien Credit Agreement or Section
2.12(a) of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date,
Section 2.10(a) of the Credit Agreement) (all calculations thereunder and under Section 6.06 of the
First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 6.06 of
the Credit Agreement) to be performed in accordance with the First Lien Credit Agreement (or, after
the First Priority Obligations Payment Date, the Credit Agreement) after giving effect to the Event
of Loss or other circumstance giving rise to such insurance proceeds). For the avoidance of doubt
the parties agree that the First Lien Credit Agreement and the Credit Agreement govern the right of
the Grantors to receive and use any insurance proceeds so deposited with the Administrative Agent
or the First Lien Administrative Agent.




          (f) Self-Insurance. Grantors may from time-to-time self-insure, by way of deductible, self-insured retention,
premium adjustment or franchise or otherwise (including, with respect to insurance maintained
pursuant to Section 2.03(a) or (b), insuring for a maximum amount that is less than the amounts set
forth in Sections 2.03(a) and (b)), the risks required to be insured against pursuant to Sections
2.03(a) and (b); provided, that in no case shall the aggregate amount of such
self-insurance with respect to all of the aircraft and engines in the Grantors’ fleet




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



(including,
without limitation, the Airframes, the Engines and the Spare Engines) exceed for any twelve (12)
month policy period the lesser of (A) 100% of the highest replacement value of any single aircraft
in the Grantors’ fleet, or (B) 1.5% of the average aggregate insurable value (for the preceding
policy year) of all aircraft (including, without limitation, the Airframes, the Engines and the
Spare Engines) on which the Grantors carry insurance. Any deductible per occurrence that, in the
case of the Aircraft or Spare Engines, is not in excess of the amount customarily allowed as a
deductible in the industry or is required to facilitate claims handling or any applicable mandatory
minimum per aircraft (or if applicable per annum or other period) hull or liability insurance
deductibles imposed by the aircraft hull or liability insurers shall be permitted in addition to
the above-mentioned self-insurance.




          (g) Indemnification by Government in Lieu of Insurance. Notwithstanding any provision of this Section 2.03 requiring insurance, in lieu of
insurance against any risk with respect to an Airframe, Engine, Spare Engine or Spare Part,
indemnification from, or insurance provided by, the United States government, or any agency or
instrumentality thereof, against such risk in an amount which, when added to the amount of
insurance maintained against such risk by Grantors (or, if a Permitted Lease in respect of such
Aircraft is then in effect, by the Permitted Lessee), shall be at least equal to the amount of
insurance against such risk otherwise required by this Section 2.03 (taking into account
self-insurance permitted by 2.03(f)) shall be considered adequate insurance for purposes of this
Section 2.03.




          (h) Reports, Etc. On or before the Closing Date and annually following renewal of Grantors’ insurance coverage,
Grantors will furnish to Collateral Agent a report signed by a firm of independent aircraft
insurance brokers appointed by Grantors (which brokers may be in the regular employ of Grantors),
stating the opinion of such firm that the insurance then carried and maintained on each Airframe,
Engine and Spare Engine and the Pledged Spare Parts complies with the terms hereof and that the
portion of such insurance that is commercial insurance provides coverages that are in substantially
similar form, are of such types, and have limits within the range of limits as are customarily
carried by similarly-situated U.S. carriers operating similar routes, and including a confirmation
that the commercial insurance has been placed with insurers and identification of the primary
claims lead. All information contained in such report shall be treated by Collateral Agent and
each Lender and each of their affiliates, members and officers, directors, agents and employees in
accordance with the confidentiality provisions of Section 10.03 of the Credit Agreement. Grantors
will cause such firm to notify Collateral Agent and each Lender of any act or omission on the part
of a Grantor of which such firm has knowledge that might invalidate or render unenforceable, in
whole or in part, any insurance on any Airframe, Engine or Spare Engine. Grantors will also cause
such firm to notify Collateral Agent and each Lender as promptly as practicable after such firm
acquires knowledge that an interruption of any insurance carried and maintained on any Aircraft
pursuant to the insurance provisions of this Mortgage will occur. Such information may only be
provided to other Persons in accordance with the confidentiality provisions of Section 10.03 of the
Credit Agreement. Upon request from Collateral Agent, Grantors will provide Collateral Agent with
copies of any certificates evidencing renewal of any insurance policies with respect to the
Aircraft maintained by Grantors with any agency or regulatory body of the United States government.




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




     In the event that Grantors shall fail to maintain or to cause to be maintained insurance as
herein provided, Collateral Agent may at its option obtain such insurance (giving Grantors prompt
written notice thereof) and, in such event, Grantors shall, upon demand, reimburse Collateral Agent
for the cost to Collateral Agent of such insurance, together with interest thereon at the Past Due
Rate for the period commencing with the date such cost was paid to the date of reimbursement.



          (i) Salvage Rights; Other. All salvage rights to each Airframe and each Engine and each Spare Engine shall remain with
Grantors’ insurers at all times, and any insurance policies of Collateral Agent insuring any
Airframe or any Engine or any Spare Engine shall provide for a release to Grantors of any and all
salvage rights in and to any Airframe or any Engine or any Spare Engine. Neither Collateral Agent
nor any Lender may, directly or indirectly, obtain insurance for its own account with respect to
any Airframe or any Engine or any Spare Engine if such insurance would limit or otherwise adversely
affect the coverage or amounts payable under, or increase the premiums for, any insurance required
to be maintained pursuant to this Mortgage or any other insurance maintained with respect to any
Aircraft or any other aircraft in Grantors’ fleet.




     Section 2.04 Inspection. At reasonable times, but upon at least 15 Business Days’ prior written notice to the
applicable Grantor, any Lender (provided that all Lenders shall exercise their respective
inspection rights at the same time) or Collateral Agent or their respective authorized
representatives may, subject to the other conditions or this Section 2.04, inspect any Airframe,
Engine, Spare Engine or Pledged Spare Part and may inspect the books and records of such Grantor,
relating to the maintenance of the Airframe, Engines, Spare Engines and Pledged Spare Parts
required to be maintained by the FAA or the government of another jurisdiction in which any
Aircraft is then registered; provided that:




     (i) any Lender or Collateral Agent or their respective representatives, as the case may
be, shall be fully insured at no cost to Grantors in a manner reasonably satisfactory to
Grantors with respect to any risks incurred in connection with any such inspection or shall
provide to the applicable Grantor a written release satisfactory to such Grantor with
respect to such risks;




     (ii) any such inspection shall be during such Grantor’s normal business hours and
subject to the safety, security and workplace rules applicable at the location where such
inspection is conducted and any applicable governmental rules or regulations;




     (iii) any such inspection of any Airframe, Engine or Spare Engine shall be a visual,
walk-around inspection of the interior and exterior thereof and shall not include opening
any panels, bays or the like without such Grantor’s express consent, which consent such
Grantor may in its sole discretion withhold;




     (iv) any such inspection of an Airframe, Engine, Spare Engine or Pledged Spare Part
shall occur only during regularly scheduled maintenance visits (and each Grantor shall
notify Lender and Collateral Agent, upon request, of the next scheduled maintenance visit);
and



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (v) no exercise of such inspection right shall interfere with the use, operation or
maintenance of any Airframe, Engine, Spare Engine or Pledged Spare Part by, or the business
of, such Grantor and no Grantor shall be required to undertake or incur any additional
liabilities in connection therewith. All information obtained in connection with any such
inspection of an Airframe, Engine, Spare Engine or Pledged Spare Part and of such books and
records shall be treated by each Lender and Collateral Agent and their
respective representatives in accordance with the provisions of Section 10.13 of the
Credit Agreement. Any inspection pursuant to this Section 2.04 shall be at the sole risk
(including, without limitation, any risk of personal injury or death) and expense of the
Lender or Collateral Agent (or their respective representatives) making such inspection;
provided that the costs of any such inspection during the continuance of an Event
of Default shall be for account of Grantors. Except during the continuance of a Specified
Default or an Event of Default, all inspections by a Lender and Collateral Agent and their
respective representatives provided for under this Section 2.04 shall be limited to one
inspection of any kind contemplated by this Section 2.04 during any consecutive twelve month
period.



     Section 2.05 Other Representations, Warranties and Covenants.



          (a) Grantors hereby represent and warrant that (i) each Grantor has good title to (x) each of
the Airframes, Engines and Spare Engines that are listed on the initial Mortgage Supplement in its
name and will have good title to each of the Airframes, Engines and Spare Engines listed on each
subsequent Mortgage Supplement in its name at the time of execution and delivery thereof; and (y)
all of the Spare Parts which are held by or on behalf of such Grantor at the Designated Spare Parts
Locations identified on the initial Mortgage Supplement and will have good title to each of the
Spare Parts which are held by or on behalf of such Grantor at the Designated Spare Parts Locations
identified on each subsequent Mortgage Supplement and that such Spare Parts will be held by or on
behalf of such Grantor at the Designated Spare Parts Locations identified on the applicable
Mortgage Supplement at the time of execution and delivery; (ii) each Grantor will have good title
to any of its other Collateral which is subject to this Mortgage or which becomes subject to this
Mortgage from time to time hereafter; (iii) the Airframes, Engines and Spare Engines are correctly
described by Manufacturer, model and serial number as set forth on the Manufacturer’s serial plate
for said Airframes, Engines and Spare Engines, in each case subject to Permitted Encumbrances; and
(iv) for purposes of the International Registry, model references for the Airframes, Engines and
Spare Engines set forth in each Mortgage Supplement constitute the manufacturers’ respective
generic model designations for such Airframes, Engines, and Spare Engines (as required to be used
pursuant to the “regulations” (as defined in the Cape Town Convention)).




          (b) Certificated U.S. Air Carrier. Each Grantor hereby confirms that it is a Certificated Air Carrier.




          (c) Necessary Filings. Upon the filing of this Mortgage with the FAA in accordance with Title 49 and the
regulations thereunder, the filing of financing statements (and continuation statements at periodic
intervals) with respect to the security and other interests created hereby under the UCC as in
effect in any applicable jurisdiction, the registrations of International Interests in the
International Registry with respect to the Airframes, Engines and




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



Spare Engines, and placing of the
insignia referred to in Section 2.01(d) herein, (i) all filings, registrations and recordings
(including, without limitation, the filing of financing statements under the UCC) necessary in
the United States or in the International Registry to create, preserve, protect and perfect the
security interest granted by each Grantor to the Collateral Agent hereby in respect of the
Collateral have been accomplished or, as to Collateral to become subject to the security interest
of this Mortgage as provided herein from time to time after the date hereof, will be so filed,
registered and recorded simultaneously with such Collateral being subject to the Lien of this
Mortgage, and (ii) the security interest granted to the Collateral Agent pursuant to this Mortgage
in and to the Collateral will constitute a perfected security interest therein prior to the rights
of all other Persons therein (other than the First Lien Collateral Agent), but subject to no other
Liens (other than Permitted Encumbrances), and is entitled to all the rights, priorities and
benefits afforded by Title 49, the Cape Town Convention, and other relevant U.S. law as enacted in
any relevant jurisdiction to perfected security interests or Liens.




          (d) No Liens. Each Grantor is, and as to Collateral acquired by it from time to time after the date
hereof each Grantor will be, the owner of all such Collateral free from any Lien, or other right,
title or interest of any Person (other than Permitted Encumbrances), and Grantors shall promptly,
at their own expense, (i) defend the Collateral against all claims and demands of all Persons
(other than the First Lien Collateral Agent and other than Persons claiming by, through or under
the Collateral Agent) at any time claiming the same or any interest therein adverse to the
Collateral Agent and (ii) take such action as may be necessary to duly discharge any Lien (other
than Permitted Encumbrances) arising at any time.




          (e) Other Filings or Registrations. There is no financing statement (or similar statement or instrument of encumbrance under
the law of any jurisdiction) or registration covering or purporting to cover any interest of any
kind in the Collateral (other than Permitted Encumbrances), and there are no International
Interests registered on the International Registry in respect of any of the Collateral (other than
with respect to the First Lien Aircraft Mortgage), and so long as any Commitment remains in effect,
any Letter of Credit remains outstanding (in a face amount in excess of the sum of (i) the amount
of cash then held in the Letter of Credit Account and (ii) the face amount of back-to-back letters
of credit delivered pursuant to Section 2.02(j) of the Credit Agreement), any Credit-Linked Deposit
remains outstanding, or any of the Loans or other amounts are owing to a Lender or to the
Administrative Agent (other than contingent indemnity obligations not due and payable) under the
Credit Agreement, neither Grantor will execute or authorize or permit to be filed in any public
office any financing statement or statements (or similar statement or instrument of encumbrance
under the law of any jurisdiction) relating to the Collateral, other than with respect to Permitted
Encumbrances, or any International Interests on the International Registry (other than with respect
to the First Lien Aircraft Mortgage and other International Interests as to which neither Grantor
has agreed or consented) relating to the Collateral or location (as such term is used in Section
9-307 of the UCC).




          (f) Identification. The names of the Grantors are Delta Air Lines, Inc., a Delaware corporation, and Comair,
Inc., an Ohio corporation. Neither Grantor will change its name or location (as such term is used
in Section 9-307 of the UCC) until (i) it shall have given to the Collateral Agent not less than
thirty (30) days’ prior written notice of its intention to do so, (ii) it shall have taken all
action, satisfactory to the Collateral Agent, to maintain the security




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



interest of the Collateral
Agent in the Collateral intended to be granted hereby at all times fully perfected and in full
force and effect, (iii) at the request of the Collateral Agent, it shall have furnished an Opinion
of Counsel to the effect that all financing or continuation statements and amendments or
supplements thereto have been filed in the appropriate filing office or offices, and (iv) the
Collateral Agent shall have received evidence that all other actions (including, without
limitation, International Registry registrations and the payment of all filing fees and taxes, if
any, payable in connection with such filings) have been taken, in order to perfect (and maintain
the perfection and priority of) the security interest granted hereby.




          (g) Recourse. Each Grantor agrees that the obligations of the “Grantors” hereunder are joint and several
obligations of each of the Grantors. Each Grantor further specifically agrees that it shall not be
necessary or required, and that neither Grantor shall be entitled to require, that Collateral Agent
or any Lender or any other person:





	 	(a)	 	make any effort to enforce the payment or performance by the other Grantor of
any of its obligations under this Mortgage or the other Loan Documents, or
	 
	 	(b)	 	foreclose against or seek to realize upon collateral security or other credit
support, if any, now or hereafter existing, for the Second Priority Obligations or any
obligations of either of the Grantors under this Mortgage or the other Loan Documents,
or
	 
	 	(c)	 	file suit or proceed to obtain or assert a claim for personal judgment against
any other Grantor or any other person liable for payment or performance of any of the
Second Priority Obligations or of any of the obligations of either of the Grantors
under this Mortgage or the other Loan Documents, or
	 
	 	(d)	 	exercise or assert any other right or remedy to which Collateral Agent, the
Lenders or any other person is or may be entitled in connection with this Mortgage or
the other Loan Documents, the Second Priority Obligations, or any security or other
guaranty therefor, or
	 
	 	(e)	 	assert of file any claim against the assets of the other Grantor, or any other
person liable for the Second Priority Obligations or any of the obligations of either
of the Grantors under this Mortgage or the other Loan Documents, or any part thereof.




before or as a condition precedent to the enforcement of the obligations of such Grantor hereunder.



Each Grantor hereby unconditionally waives any requirement that, as a condition precedent to the
enforcement of the obligations of such Grantor hereunder, the other Grantor or the Collateral
Agent or any Lender be joined as parties to any proceedings for the enforcement of any provision of
this Mortgage or the other Loan Documents.




          (h) Filings and Registrations. Each Grantor will take, or cause to be taken, at Grantors’ cost and expense, such action
with respect to the recording, filing, re-recording and re-filing of this Mortgage and each
Mortgage Supplement in the office of the FAA, pursuant to Title 49, and in such other places as may
be required under any applicable law or regulation in




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



the U.S., and any financing statements or
other instruments, or registrations on the International Registry, as are necessary, or reasonably
requested by the Collateral Agent and appropriate, to maintain, so long as this Mortgage is in
effect, the perfection, priority and preservation of the Lien created by this Mortgage and the
International Interests of the Collateral Agent in each Airframe, Engine, Spare Engine and Pledged
Spare Part, and will furnish to the Collateral Agent timely notice of the necessity of such action,
together with, if requested by the Collateral Agent, such instruments, in execution form, and such
other information as may be reasonably required to enable the Collateral Agent to take such action
or otherwise reasonably requested by the Collateral Agent. To the extent permitted by applicable
law, each Grantor hereby authorizes the Collateral Agent to execute and file financing statements
or continuation statements without each Grantor’s signature appearing thereon. Each Grantor shall
pay the costs of, or incidental to, any recording or filing, including, without limitation, any
filing of financing or continuation statements, concerning the Collateral.




          (i) Notice of Certain Events. Each Grantor shall provide the Collateral Agent with prior written notice of its intent to
convert any of the Aircraft from passenger configuration to cargo configuration.




          (j) Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly
filed all such further instruments and documents and take all such actions as the Collateral Agent
may from time to time reasonably request to further assure, preserve, protect and perfect the Lien
and the rights and remedies created hereby.




     Section 2.06 Pledged Spare Parts.



          (a) Tracking System. The Grantors shall at all times maintain the Tracking System in at least as favorable a
condition as the condition it was in as at the Closing Date and its perpetual inventory procedures
for Pledged Spare Parts that provide a continuous internal audit of Pledged Spare Parts.
Notwithstanding the limitations in this Section 2.06, at reasonable times during normal business
hours, at their own expense and upon reasonable notice (which shall not be less than 5 Business
Days) to the Grantors (as often as may be reasonably requested), the Collateral Agent shall be
entitled to access and inspect the Tracking System to ensure each Grantor’s compliance
with the terms hereof. Such inspection right shall not be exercised in a manner which is
unduly disruptive to the operation or maintenance of the Tracking System or the business operations
of a Grantor. If requested by the Collateral Agent, Grantors will use commercially reasonable
efforts to obtain a written acknowledgment of the Collateral Agent’s access and inspection rights
hereunder from any third party which owns or operates the Tracking System. Any inspection pursuant
to this Section 2.06 shall be at the sole risk (including, without limitation, any risk of personal
injury or death) and expense of the Lender or Collateral Agent (or their respective
representatives) making such inspection;




          (b) Designated Spare Parts Locations. Each Grantor represents, warrants and agrees that all of Comair’s Spare Parts and all of
the Borrower’s Spare Parts relating to or used in connection with General Electric Model CF34
engines shall be maintained by or on behalf or such Grantor at one or more of the Designated Spare
Parts Locations. The Grantors will promptly notify the Collateral Agent in writing if any of the
representations, warranties or agreements contained in the preceding sentence become inaccurate in
any respect with respect to




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



any of the Pledged Spare Parts or the interest of either Grantor
therein. If either Grantor desires at any time to add a Designated Spare Parts Location, such
Grantor shall promptly furnish the following to the Collateral Agent:





     (A) thirty (30) days prior to the utilization of such new Designated Spare
Parts Location, a Mortgage Supplement duly executed by each Grantor, identifying
each location that is to become a Designated Spare Parts Location and specifically
subjecting the Pledged Spare Parts at such location to the Lien of this Mortgage;




     (B) five (5) days prior to the utilization of such new Designated Spare Parts
Location, an Opinion of Counsel, dated the date of execution of said Mortgage
Supplement, stating that said Mortgage Supplement has been duly filed for recording
in accordance with the provisions of the FAA Act, and either: (a) no other filing or
recording is required in any other place within the United States in order to
perfect the Lien of this Mortgage on the Pledged Spare Parts held at the Designated
Spare Parts Locations specified in such Mortgage Supplement under the laws of the
United States, or (b) if any such other filing or recording shall be required that
said filing or recording has been accomplished in such other manner and places,
which shall be specified in such Opinion of Counsel, as are necessary to perfect the
Lien of this Mortgage with respect to such Pledged Spare Parts; and




     (C) five (5) days prior to the utilization of such new Designated Spare Parts
Location, an Officer’s Certificate stating that in the opinion of the Responsible
Officer executing the Officer’s Certificate, all conditions precedent provided for
in this Mortgage relating to the subjection of such property to the Lien of this
Mortgage have been complied with.



          (c) Possession, Use; Permitted Sales and Maintenance.





     (i) Possession. Without the prior written consent of the Collateral Agent,
neither Grantor will sell, lease (whether by way of a finance lease, operating lease or
otherwise), transfer or relinquish possession of any Pledged Spare Part to anyone except as
permitted by the provisions of this Section 2.06(c) and except that such Grantor shall have
the right, in the ordinary course of business, (x) to transfer possession of any Pledged
Spare Part to the manufacturer thereof or any other organization for testing, overhaul,
repairs, maintenance, alterations or modifications (to the extent required or permitted by
the terms hereof) or to any Person for the purpose of transport to any of the foregoing, (y)
to subject any Pledged Spare Part to a pooling, exchange, borrowing or maintenance servicing
agreement arrangement and entered into in the ordinary course of business or (z) to transfer
any Pledged Spare Part between any Designated Spare Parts Locations.




     (ii) Use; Permitted Sales Dispositions or Modifications.



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





     (A) Use. Each of the Grantors shall have the right, at any time and
from time to time at its own cost and expense, without the necessity of any release
from or consent by the Collateral Agent, to:




     (1) incorporate in, install on, attach or make appurtenant to, or use
in, any aircraft, engine, or spare part in its or in the other Grantor’s
fleet (whether or not subject to any Lien and whether or not operated by
either Grantor) such Pledged Spare Part and, as a result thereof, if such
Pledged Spare Part is not incorporated in, installed in, attached or made
appurtenant to an Airframe or Engine or Spare Engine, such Pledged Spare
Part shall thereupon be free from the Lien of this Mortgage; and




     (2) dismantle any Pledged Spare Part that has become worn out or
obsolete or unfit for use, and to scrap, sell or dispose of any such Pledged
Spare Part or any salvage resulting from such dismantling, in which case
such Pledged Spare Part shall thereupon be free from the Lien of this
Mortgage.




     (B) Permitted Sales, Dispositions and Modifications. The Grantors may,
in the ordinary course of its business consistent with past practices, sell, lease,
transfer or dispose of any Pledged Spare Parts in each case, free from the Lien of
this Mortgage. In addition, the Grantors may modify or alter any Pledged Spare
Parts as the Grantors may deem appropriate in the proper conduct of their business,
so long as the Grantors remain in compliance at all times with the requirements of
Section 2.06(c)(iii) below, after giving effect to any such modification or
alteration.




     (iii) Maintenance. Each of the Grantors:




     (A) shall maintain, or cause to be maintained, at all times its Pledged Spare
Parts in accordance with, (x) all applicable laws and all applicable rules and
regulations issued by the FAA and (y) all applicable laws and all applicable rules
and regulations issued by any other Governmental Authority having jurisdiction
over such Grantor or any such Pledged Spare Parts, including making any
modifications, alterations, replacements and additions necessary therefor;




     (B) shall maintain, or cause to be maintained, all records, logs and other
materials required by the FAA or under Title 49 to be maintained in respect of its
Pledged Spare Parts and shall not modify its record retention procedures in respect
of its Pledged Spare Parts unless such modification is consistent with such
Grantor’s FAA approved maintenance program; and




     (C) shall maintain, or cause to be maintained on a timely basis, its Pledged
Spare Parts in good working order (other than during periods of maintenance, repair,
inspection and testing) and condition and shall perform all maintenance thereon
necessary for that purpose, excluding (x) Pledged Spare Parts that have become worn
out or unfit for use, beyond economic repair or



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





become obsolete or scrap, (y)
Pledged Spare Parts and quick change engine kits that are not required for such
Grantor’s normal operations and (z) Expendables that have been consumed or used in
Grantors’ operations. Notwithstanding anything herein to the contrary, all Rotables
and Key Repairables and, to the extent customary, Expendables, located at Designated
Spare Parts Locations other than as excluded under clause (x), (y) or (z) above,
shall have a current and valid serviceable tag and shall be in compliance with such
tag, in each case in compliance with applicable FAA regulations.



          (d) Data Reports. After the occurrence and during the continuance of an Event of Default, as requested by the
Collateral Agent from time to time, each Grantor shall furnish the Collateral Agent with a Data
Report certified (as a true and correct copy of the most recent data obtained from each Grantor’s
Spare Parts Tracking System) by an Officer of each Grantor.




ARTICLE 3




EVENT OF LOSS




     Section 3.01 Event of Loss.



          (a) Event of Loss with Respect to an Airframe. If an Event of Loss occurs (or an event or circumstance which, with the passage of time,
would constitute an Event of Loss with respect to an Airframe or an Aircraft, Grantors shall
promptly (and in any event within 10 days after the occurrence of such Event of Loss and otherwise
in accordance with the Credit Agreement) notify the Collateral Agent thereof and, to the extent
required by Section 2.12(a) of the First Lien Credit Agreement (or, after the First Priority
Obligations Payment Date, Section 2.10(a) of the Credit Agreement) (all calculations under Section
6.06 of the First Lien Credit Agreement (or, after the First Priority Obligations
Payment Date, Section 6.06 of the Credit Agreement) to be performed after giving effect to
such Event of Loss), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if
any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent
pursuant to a loss payee clause as provided in Section 2.03 hereof or to the First Lien
Administrative Agent as provided in Section 2.03 of the First Lien Aircraft Mortgage) into an
account that is maintained with the First Lien Administrative Agent pursuant to Section 2.12(a) of
the First Lien Credit Agreement (or after the First Priority Obligations Payment Date, the
Administrative Agent pursuant to Section 2.10(a) of the Credit Agreement) and subject to a Full
Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative
Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to
the Administrative Agent as aforesaid) to replace, as soon as reasonably possible, the Airframe or
Aircraft which suffered such Event of Loss in accordance with this Section 3.01(a), but subject to
the provisions of Section 2.12(a) and any other applicable provisions of the First Lien Credit
Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) and any other
applicable provisions of the Credit Agreement).




     Each Grantor’s right to substitute a Replacement Airframe (together with the same number of
Replacement Engines as the number of Engines, if any, installed on such Airframe at



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



the time such
Event of Loss occurred) shall be subject to the fulfillment, at Grantors’ sole cost and expense, of
the following conditions precedent:





          (i) on the date when such Replacement Airframe is subjected to the Lien of this
Mortgage, the following documents shall have been duly authorized, executed and delivered by
the respective party or parties thereto and shall be in full force and effect, and an
executed counterpart of each thereof shall have been delivered to the Collateral Agent:




          (A) a Mortgage Supplement covering such Replacement Airframe and each
Replacement Engine shall have been duly filed for recordation pursuant to Title 49
or such other applicable law of such jurisdiction other than the United States in
which such Replacement Airframe is registered in accordance with Section 2.01(e);




          (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating
that (1) such Replacement Airframe is of at least equal fair market value, utility
and remaining useful life (except for maintenance cycle condition) as the Airframe
it replaces assuming such Airframe has been maintained in the condition required
hereunder, (2) if applicable, each Replacement Engine is of at least equal fair
market value, utility and remaining useful life (except for maintenance cycle
condition) as the Engine it replaces, assuming such Engine was of the fair market
value, utility and remaining useful life (except for maintenance cycle condition)
required by the terms of this Mortgage, and (3) each of the conditions specified in
this Section 3.01(a) with respect to such Replacement Airframe and any comparable
provisions of any Permitted Lease to which such Airframe is subject, as the case may
be, have been satisfied;




          (C) UCC financing statements (and any similar statements or other documents
required to be filed or delivered pursuant to the laws of the jurisdiction in which
such Replacement Airframe may be registered and registrations on the International
Registry) as are deemed necessary or, by reference to prudent industry practice,
desirable by counsel for the Collateral Agent to protect the security interests of
the Collateral Agent in such Replacement Airframe and each Replacement Engine shall
have been duly filed; and




          (D) a certificate, reasonably acceptable to the Collateral Agent in form and
substance, of either (such selection to be at such Grantor’s option) an aircraft
engineer (who may be a regular employee of such Grantor) or qualified independent
aircraft appraiser certifying, with respect to such Replacement Airframe to the
effect specified in clause (1) of Section 3.01(a)(i)(B) hereof and with respect to
such Replacement Engine to the effect specified in clause (2) of Section
3.01(a)(i)(B) (as applicable);




          (ii) such Grantor shall furnish the Collateral Agent with (A) upon recordation, an
opinion of qualified FAA counsel, or if applicable, qualified Opinion of Counsel in the
jurisdiction of the relevant Aircraft’s registration addressed to the



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





Collateral Agent as to
the due recordation of the Mortgage Supplement as a second priority Lien on the Replacement
Airframe and Replacement Engine, if any, and the due registration of the International
Interest of the Collateral Agent in such Replacement Airframe and Replacement Engine, if
any, as a second priority International Interest therein, and stating that the Replacement
Airframe and/or Replacement Engine, is free from Liens of record (except for or with respect
to Permitted Encumbrances) and International Interests of record (except with respect to the
First Lien Aircraft Mortgage), (B) an Opinion of Counsel as to the availability of the
benefits of Section 1110 of the Bankruptcy Code to the same extent as for the Airframe and
Engines being replaced, and (C) such satisfactory evidence of compliance with the insurance
provisions of Section 2.03 hereof with respect to such Replacement Airframe and each
Replacement Engine as the Collateral Agent may reasonably request;




          (iii) such Grantor shall have delivered to the Collateral Agent (A) a copy of the
bill(s) of sale respecting such Replacement Airframe, each Replacement Engine, if any, or
other evidence of a Grantor’s ownership of such Replacement Airframe and each Replacement
Engine, reasonably satisfactory to the Collateral Agent and such Grantor shall cause
(subject, if necessary, to the consent of the prior owner of the Replacement Airframe and/or
Replacement Engine) the sale of the Replacement Airframe and each Replacement Engine
effected by such bill(s) of sale (or other evidence) to be registered with the International
Registry as a sale, and (B) appropriate instruments assigning to the Collateral Agent the
benefits, if any, of all manufacturer’s and vendor’s warranties generally available and
permitted to be assigned by a Grantor with respect to such Replacement Airframe and each
Replacement Engine; provided that such assignment shall by its terms be junior and
subordinate to the rights of the First Lien Collateral Agent; and




          (iv) such Grantor shall have satisfied any additional conditions (not to include the
furnishing of an appraisal except as may be required under the Credit Agreement) to
replacement as shall reasonably be specified by the Collateral Agent, acting reasonably.



     For all purposes hereof, each such Replacement Airframe shall be deemed to be subjected to the
Lien of this Mortgage and shall be deemed an “Airframe”, and the Lien of this Mortgage shall still
cover such replaced Airframe.



          (b) Event of Loss with Respect to an Engine or Spare Engine. If an Event of Loss occurs (or an event or circumstance which, with the passage of time,
would constitute an Event of Loss) with respect to an Engine or a Spare Engine under circumstances
in which there has not occurred an Event of Loss with respect to the related Airframe (if any),
Grantors shall promptly (and in any event within 10 days after the occurrence of such Event of
Loss) notify the Collateral Agent thereof and, to the extent required by Section 2.12(a) of the
First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a)
of the Credit Agreement) (all calculations under Section 6.06 of the First Lien Credit Agreement
(or, after the First Priority Obligations Payment Date, Section 6.06 of the Credit Agreement) to be
performed after giving effect to such Event of Loss and otherwise in accordance with the Credit
Agreement), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any,




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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to
a loss payee clause as provided in Section 2.03 hereof or to the First Lien Administrative Agent as
provided in Section 2.03 of the First Lien Aircraft Mortgage) into an account that is maintained
with the First Lien Administrative Agent pursuant to Section 2.12(a) of the First Lien Credit
Agreement (or after the First Priority Obligations Payment Date, the Administrative Agent pursuant
to Section 2.10(a) of the Credit Agreement) and subject to a Full Control Agreement. The
applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash
Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent
as aforesaid) to, as soon as reasonably possible, replace the Engine or Spare Engine which suffered
such Event of Loss in accordance with this Section 3.01(b), but subject to the provisions of
Section 2.12(a) and any other applicable provisions of the First Lien Credit Agreement (or, after
the First Priority Obligations Payment Date, Section 2.10(a) and any other applicable provisions of
the Credit Agreement). Upon application of such Net Cash Proceeds, the applicable Grantor shall
substitute an engine (that is reasonably satisfactory to the Appraisers), free and clear of all
Liens (other than Permitted Encumbrances) and cause such engine to be subject to the Lien of this
Mortgage. Each Grantor’s right to make a replacement hereunder shall be subject to the fulfillment
(which may be simultaneous with such replacement) of the following conditions precedent at
Grantors’ sole cost and expense and the Collateral Agent agrees to make reasonable efforts to
cooperate with Grantors to the extent reasonably necessary to enable it to timely satisfy such
conditions:





          (i) the following documents shall be duly authorized, executed and delivered by the
respective party or parties thereto, and an executed counterpart of each shall be delivered
to the Collateral Agent:




          (A) a Mortgage Supplement covering the Replacement Engine, which shall have
been duly filed for recordation pursuant to Title 49 or such other applicable law of
the jurisdiction other than the United States in which the aircraft of which such
Replacement Engine is a part is registered in accordance with Section 2.01(a)(3), as
the case may be;




          (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating
(i) that the Replacement Engine is of at least equal fair market value and utility
(without regard to hours and cycles) as the Engine it replaces assuming such Engine
had been maintained in the condition required hereunder and (ii) each of the
conditions specified in this paragraph (b) with respect to such Replacement Engine,
and any comparable provisions of any Permitted Lease to which such Engine is
subject, have been satisfied;




          (C) UCC financing statements covering the security interests created by this
Mortgage (and any similar statements or other documents required to be filed or
delivered pursuant to the laws of the jurisdiction in which such aircraft may be
registered or in the International Registry) as are deemed necessary or, by
reference to prudent industry practice, desirable by counsel to the Collateral Agent
to protect the security interests of the Collateral Agent in the Replacement Engine;



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[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





          (D) a certificate, reasonably satisfactory to the Collateral Agent, in form and
substance, of either (such selections to be at such Grantor’s option) an aircraft
engineer (who may be a regular employee of a Grantor) or qualified independent
aircraft appraiser certifying, with respect to such Replacement Engine, to the
effect specified in Section 3.01(b)(i)(B) hereof;




          (E) upon request by the Collateral Agent, such Grantor shall furnish the
Collateral Agent with (1) upon recordation, an opinion of qualified FAA counsel, or
if applicable, qualified counsel in the jurisdiction of the relevant Aircraft’s
registration addressed to the Collateral Agent (in either case which opinion and
counsel shall be reasonably satisfactory to the Collateral Agent), as to (a) the due
recordation of the Mortgage Supplement as a second priority Lien on the Replacement
Engine, and the due registration of the International Interest of the Collateral
Agent in such Replacement Engine as a second priority International Interest
therein, stating that the Replacement Engine is free from Liens of record (except
for or with respect to Permitted Encumbrances) and of International Interests of
record (other than with respect to the First Lien Aircraft Mortgage), and (2) such
evidence of compliance with the insurance provisions of Section 2.03 hereof with
respect to such Replacement Engine as the Collateral Agent may reasonably request;




          (F) such Grantor shall have delivered to the Collateral Agent (1) a copy of the
bill of sale respecting such Replacement Engine or other evidence of such Grantor’s
ownership of such Replacement Engine, reasonably satisfactory to the Collateral
Agent and such Grantor shall cause (subject to the
consent of the prior owner of the Replacement Engine) the sale of such
Replacement Engine effected by said bill of sale (or other evidence) to be
registered with the International Registry as a sale, and (2) appropriate
instruments assigning to the Collateral Agent the benefits, if any, of all
manufacturer’s and vendor’s warranties generally available and permitted to be
assigned by a Grantor with respect to such Replacement Engine; provided that
such assignment shall by its terms be junior and subordinate to the rights of the
First Lien Collateral Agent; and




          (ii) Such Grantor shall have satisfied any additional conditions (not to include the
furnishing of an appraisal except as required under the Credit Agreement) to replacement as
shall reasonably be specified by the Collateral Agent, acting reasonably.



     For all purposes hereof, each such Replacement Engine shall be deemed to be subjected to the
Lien of this Mortgage and shall be deemed an “Engine” and the Lien of this Mortgage shall no longer
still cover such replaced Engine.



          (c) Event of Loss with Respect to a Spare Part. (i) Upon the occurrence of an event or circumstance which constitutes an Event of Loss (or
an event or circumstance which, with the passage of time, would constitute an Event of Loss) with
respect to one (1) or more Spare Parts, the aggregate value of which exceeds $5,000,000, Grantors
shall forthwith (and in any event within ten (10) days after such occurrence) give the Collateral
Agent written notice




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thereof and, to the extent required by Section 2.12(a) of the First Lien
Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) of the
Credit Agreement) (all calculations under Section 6.06 of the First Lien Credit Agreement (or,
after the First Priority Obligations Payment Date, Section 6.06 of the Credit Agreement) to be
performed after giving effect to such Event of Loss and otherwise in accordance with the Credit
Agreement), deposit all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid
directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in
Section 2.03 hereof or to the First Lien Administrative Agent as provided in Section 2.03 of the
First Lien Aircraft Mortgage) within 3 Business Days after receipt thereof into an account with
First Lien Administrative Agent maintained pursuant to Section 2.12(a) the First Lien Credit
Agreement (or, after the First Priority Obligations Payment Date, the Administrative Agent pursuant
to Section 2.10(a) of the Credit Agreement) and subject to a Full Control Agreement. The
applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash
Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent
as aforesaid) to, as soon as reasonably possible, replace the Spare Part which suffered such Event
of Loss in accordance with this Section 3.01(c), but subject to the provisions of Section 2.12(a)
and any other applicable provisions of the First Lien Credit Agreement (or, after the First
Priority Obligations Payment Date, Section 2.10(a) and any other applicable provisions of the
Credit Agreement). Upon such application of any Net Cash Proceeds, the applicable Grantor shall
substitute spare part(s) (reasonably satisfactory to the Appraisers), free and clear of all Liens
(other than Permitted Encumbrances) and cause the same to be subjected to the Lien of this
Mortgage.




     Section 3.02 Requisition for Use of an Aircraft or Spare Engine by the United States
Government or Government of Registry of the Aircraft. In the event of the requisition for use of an Airframe and related engines, Engines or
Spare Engines installed on such Airframe by the United States Government or any other government of
registry (or any instrumentality or agency thereof) of such Airframe, or the applicable airframe in
the case of an Engine or Spare Engine installed thereon, if so registered, Grantors shall promptly
notify the Collateral Agent of such requisition, and, unless an Event of Loss results therefrom,
all of Grantors’ obligations under this Mortgage with respect to such Airframe, Engines or Spare
Engines shall continue to the same extent as if such requisition had not occurred.



ARTICLE 4




REMEDIES




     Section 4.01 Event of Default. It shall be an Event of Default hereunder and for all purposes of the Cape Town Convention,
if under the Credit Agreement an “Event of Default” shall occur and be continuing thereunder.



     Section 4.02 Remedies with Respect to Collateral.



          (a) Remedies Available. Subject to the provisions of Sections 6.13 and 6.14, upon (i) the occurrence and
continuance of any Event of Default, the Collateral Agent may do one or more of the following;
provided, however, that during any period that an Aircraft is subject to the Civil
Reserve Air Fleet Program in accordance with the provisions of Section




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2.01(a)(iv) hereof and in
possession of the United States government or an agency or instrumentality of the United States,
the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of
the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Aircraft in
such manner as to limit a Grantor’s control (or any Permitted Lessee’s control under any Permitted
Lease) under this Mortgage of the relevant Airframe, or any Engines or Spare Engines installed
thereon, unless at least sixty (60) days’ (or such lesser period as may then be applicable under
the Air Mobility Command program of the United States Air Force) written notice of default
hereunder shall have been given by the Collateral Agent by registered or certified mail to Grantors
(and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the
Air Mobility Command of the United States Air Force under any contract with a Grantor (or any
Permitted Lessee) relating to such Aircraft:





          (i) cause either Grantor or both Grantors, upon the written demand of the Collateral
Agent, at Grantors’ expense, to deliver promptly, and such Grantor(s) shall deliver
promptly, all or such part of the Airframes, the Engines, the Spare Engines or other
Collateral as the Collateral Agent may so demand to the Collateral Agent or its
order, or the Collateral Agent, at its option, may access the Tracking System (and
demand the assistance of a Grantor’s personnel necessary to utilize the Tracking System) and
enter upon the premises where all or any part of the Airframes, the Engines, the Spare
Engines or other Collateral are located and take immediate possession (to the exclusion of
the Grantors and all Persons claiming under or through a Grantor) of and remove the same by
summary proceedings or otherwise together with any engine which is not an Engine or Spare
Engine but which is installed on an Airframe, subject to all of the rights of the owner,
lessor, or lien holder of or with respect to such engine;




          (ii) sell all or any part of the Airframes, Engines, Spare Engines or other Collateral
at public or private sale, whether or not the Collateral Agent shall at the time have
possession thereof, as the Collateral Agent may determine, or otherwise dispose of, hold,
use, operate, lease to others or keep idle all or any part of the Airframes, the Engines,
Spare Engines or other Collateral as the Collateral Agent, in its sole discretion, may
determine, all free and clear of any rights or claims of whatsoever kind of either Grantor,
any person claiming by, through or under either Grantor and any person holding an interest
subordinate to the interests of the Collateral Agent hereunder; provided,
however, that neither Grantor shall be entitled at any time prior to any such
disposition to redeem the Collateral by paying in full all of the Second Priority
Obligations; or




          (iii) exercise any or all of the rights and powers and pursue any and all remedies of a
secured party under the UCC of the State of New York (whether or not in effect in the
jurisdiction in which enforcement is sought) or by any other applicable law (including,
without limitation, the Cape Town Convention) or proceed by appropriate court action to
enforce the terms or to recover damages for the breach hereof.



          Upon every taking of possession of Collateral under this Section 4.02, the Collateral Agent
may, from time to time, at the expense of the Grantors, make all such expenditures for maintenance,
insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral
as it may deem proper. In each such case, the Collateral




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Agent shall have the right to maintain,
use, insure, operate, store, lease, control or manage the Collateral and to carry on business and
to exercise all rights and powers of each Grantor relating to the Collateral in connection
therewith, as the Collateral Agent shall deem appropriate, including the right to enter into any
and all such agreements with respect to the maintenance, use, insurance, operation, storage,
leasing, control, management or disposition of the Collateral or any part thereof as the Collateral
Agent may determine; and the Collateral Agent shall be entitled to collect and receive directly all
tolls, rents, revenues, issues, income, products, proceeds and profits of the Collateral and every
part thereof, without prejudice, however, to the right of the Collateral Agent under any provision
of this Mortgage to collect and receive all cash held by, or required to be deposited with, the
Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products, proceeds and
profits shall be applied to pay the expenses of using, operating, storage, leasing, control,
management or disposition of the Collateral, and of all maintenance, insurance, repairs,
replacement, alterations, additions and improvements, and to make all payments which the Collateral
Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other
proper charges upon the Collateral or any part thereof (including the employment of engineers and
accountants to examine, inspect and make reports upon the
properties and books and records of a Grantor), and all other payments which the Collateral
Agent may be required or authorized to make under any provision of this Mortgage, as well as just
and reasonable compensation for the services of the Collateral Agent, and of all Persons engaged
and employed by the Collateral Agent.




          In addition, Grantors shall be liable for all legal fees and other costs and expenses incurred
by reason of the occurrence of any Event of Default or the exercise of the Collateral Agent’s
remedies with respect thereto, including all costs and expenses incurred in connection with the
retaking, return or sale of any Airframe, Engines, Spare Engines or other Collateral in accordance
with the terms hereof under the UCC of the State of New York, which amounts shall, until paid, be
secured by the Lien of this Mortgage.




          Subject to the provisions of Sections 6.13 and 6.14, if any Event of Default shall have
occurred and be continuing, or the Loans shall have been declared forthwith due and payable
pursuant to the Credit Agreement, at the direction of the Administrative Agent, the Collateral
Agent shall at any time thereafter while any Event of Default shall be continuing, without notice
of any kind to either Grantor (except as provided herein) to the extent permitted by law, carry out
or enforce any one or more of the actions and remedies provided in this Article 4 or elsewhere in
this Mortgage or otherwise available to a secured party under the UCC as in effect at the time in
New York State, whether or not any or all of the Collateral is subject to the jurisdiction of such
UCC and whether or not such remedies are referred to in this Article 4.




          Nothing in the foregoing shall affect the right of each Second Priority Secured Party to
receive all payments of principal of, and interest on, the Second Priority Obligations held by such
Second Priority Secured Party and all other amounts owing to such Second Priority Secured Party as
and when the same may be due.




          (b) Notice of Sale. The Collateral Agent shall give each Grantor at least ten (10) days’ prior written notice
of the date fixed for any public sale of any of its Airframes, Engines, Spare Engines, Spare Parts
or other Collateral, or the date on or after which any private sale will be held, which notice each
Grantor hereby agrees is reasonable notice.




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          (c) Receiver. Subject to the provisions of Sections 6.13 and 6.14, if any Event of Default shall occur
and be continuing, to the extent permitted by law, the Collateral Agent shall be entitled, as a
matter of right as against a Grantor, without notice or demand and without regard to the adequacy
of the security for the Second Priority Obligations or the solvency of either Grantor, upon the
commencement of judicial proceedings by it to enforce any right under this Mortgage, to the
appointment of a receiver of the Collateral or any part thereof and of the tolls, rents, revenues,
issues, income, products and profits thereof for the recovery of judgment for the indebtedness
secured by the Lien created under this Mortgage or for the enforcement of any other proper, legal
or equitable remedy available under applicable law.




          (d) Concerning Sales. At any sale under this Article, any Second Priority Secured Party may bid for and purchase
the property offered for sale, may make payment on account thereof as herein provided, free of any
right of redemption, stay valuation or appraisal on the part of a Grantor (all said rights being
hereby waived and released to the fullest extent permitted by law) and, upon compliance with the
terms of sale, may hold, retain and dispose of such property without further accountability
therefor. Any purchaser shall be entitled, for the purpose of making payment for the property
purchased, to deliver any of the Second Priority Obligations in lieu of cash in the amount which
shall be payable thereon as principal or interest. Said Second Priority Obligations, in case the
amount so payable to the holders thereof shall be less than the amounts due thereon, shall be
returned to the holders thereof after being stamped or endorsed to show partial payment.




     Section 4.03 Waiver of Appraisement, Etc. Each Grantor, for itself and all who may claim under it, waives, to the extent that it
lawfully may, all right to have the property in the Collateral marshalled upon any foreclosure
hereof, and agrees that any court having jurisdiction to foreclosure under this Mortgage may order
the sale of the Collateral as an entirety.



     Section 4.04 Application of Proceeds. Subject to the provisions of Sections 6.13 and 6.14, after the exercise of remedies
pursuant to Section 4.02 hereof, any payments in respect of the Second Priority Obligations and any
proceeds (as defined in the UCC) of the Collateral, when received by the Collateral Agent or any
other Second Priority Secured Party in cash or its equivalent, will be applied in the order set
forth in and in accordance with Section 2.15 of the Credit Agreement and to the Intercreditor
Agreement.



     Section 4.05 Remedies Cumulative. Subject to the provisions of Sections 6.13 and 6.14, each and every right, power and remedy
hereby specifically given to the Collateral Agent or otherwise in this Mortgage shall be cumulative
and in addition to every other right, power and remedy specifically given under this Mortgage or
the other Loan Documents or now or hereafter existing at law, in equity or by statute or treaty
(including, without limitation, the Cape Town Convention) and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised from time to time
or simultaneously and as often and in such order as may be deemed expedient by the Collateral
Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning
of the exercise of one shall not be deemed a waiver of the right to exercise any other or others.
No delay or omission of a Collateral Agent in the exercise of any such right, power or remedy and
no renewal or extension of any of the Second Priority Obligations shall impair any such right,
power or remedy or shall be construed to be a waiver of any Event of Default or an acquiescence
therein. No notice to or



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demand on a Grantor in any case shall entitle it or the other Grantor to
any other or further notice or demand in similar or other circumstances or constitute a waiver of
any of the rights of the Collateral Agent to any other or further action in any circumstances. In
the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and
shall be entitled to judgment, then in such suit
such Collateral Agent may recover reasonable expenses, including attorneys’ fees, and the
amounts thereof shall be included in such judgment.




     Section 4.06 Discontinuance of Proceedings. In case the Collateral Agent shall have instituted any proceeding to enforce any right,
power or remedy under this Mortgage by foreclosure, sale entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been determined adversely to
a Collateral Agent, then and in every such case a Grantor, the Collateral Agent and each holder of
any of the Second Priority Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest created under this
Mortgage, and all rights, remedies and powers of the Collateral Agent shall continue as if no such
proceeding had been instituted (but otherwise without prejudice).



ARTICLE 5




TERMINATION OF MORTGAGE




     Section 5.01 Termination of Mortgage.



          (a) This Mortgage shall terminate on the Second Priority Obligations Payment Date. Upon
termination, each Grantor may request, at a Grantor’s sole cost and expense, the Collateral Agent
to execute and deliver to or as directed in writing by such Grantor an appropriate instrument
reasonably required to release such Grantor’s Collateral from the Lien of this Mortgage and to
discharge from the International Registry the registration of the International Interests
constituted by this Mortgage with respect to such Collateral, and the Collateral Agent shall
execute and deliver such instrument as aforesaid at a Grantor’s expense; provided, however, that in
the event that any portion of the Collateral is sold or otherwise disposed of in accordance with
the applicable provisions of the Credit Agreement, or is released as provided in Section 6.06(d) of
the Credit Agreement, entitling the Grantors to a release from the Lien of this Mortgage, the
Collateral Agent shall cooperate, at Grantors’ sole cost and expense, in releasing the Lien of this
Mortgage from such portion of the Collateral. Except as aforesaid otherwise provided, this
Mortgage and the trusts created hereby shall continue in full force and effect in accordance with
the terms hereof.




          (b) At any time that a Grantor desires that the Collateral be released as provided in the
foregoing Section 5.01(a), it shall deliver to the Collateral Agent a certificate signed by an
authorized officer stating that the release of the respective Collateral is permitted pursuant to
Section 5.01(a) hereof and the Credit Agreement. The Collateral Agent shall have no liability
whatsoever to any Second Priority Secured Party as the result of any release of Collateral by it as
permitted by Section 5.01(a) hereof.




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ARTICLE 6




MISCELLANEOUS




     Section 6.01 No Legal Title to Collateral in Secured Creditor. No Second Priority Secured Party shall have legal title to any part of the Collateral. No
transfer, by operation of law or otherwise, of any portion of the Loans or other right, title and
interest of a Second Priority Secured Party in and to the Collateral or this Mortgage shall operate
to terminate this Mortgage or entitle any successor or transferee of such Second Priority Secured
Party to an accounting or to the transfer to it of legal title to any part of the Collateral.



     Section 6.02 Sale of Collateral by Collateral Agent is Binding. Any sale or other conveyance of any Airframe, Engine, Spare Engine or other item of
Collateral or any interest therein by the Collateral Agent made pursuant to the terms of this
Mortgage shall bind the Second Priority Secured Parties and each Grantor, and shall be effective to
transfer or convey all right, title and interest of the Collateral Agent, each Grantor, and the
other Second Priority Secured Parties therein. No purchaser or other grantee shall be required to
inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or
as to the application of any sale or other proceeds with respect thereto by the Collateral Agent.



     Section 6.03 Benefit of Mortgage. Nothing in this Mortgage, whether express or implied, shall be construed to give to any
Person other than a Grantor, the Collateral Agent and the Second Priority Secured Parties any legal
or equitable right, remedy or claim under or in respect of this Mortgage.



     Section 6.04 Notices. All notices and other communication provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy as follows:



     if to the Grantors, to:


Delta Air Lines, Inc. and Comair, Inc.

1030 Delta Boulevard

Atlanta, GA 30320

Attention: Treasurer, Dept. 856

Telecopier: (404) 715-4862

Copy to: General Counsel, Dept. 971

Telecopier: (404) 715-2233




     if to the Collateral Agent, to:


Goldman Sachs Credit Partners L.P.

1 New York Plaza

New York, New York 10004

Attention: Rob Schatzman

Telecopier: (212) 9023000




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with a copy to:



Goldman, Sachs & Co.,

30 Hudson Street, 17th Floor

Jersey City, NJ 07302

Attention: Pedro Ramirez

Telecopier: ((212) 357-4597



with a copy to:



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Patrick S. Ryan

Telecopier: (212) 455-2502



Either party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other party hereto. All notices and other communications given to
either party hereto in accordance with the provisions of this Mortgage shall be deemed to have been
given on the date of receipt.




     Section 6.05 Governing Law; Jurisdiction; Service of Process. THIS MORTGAGE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION
OF THE STATE COURTS OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND TO THE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS MORTGAGE OR THE SUBJECT MATTER HEREOF
BROUGHT BY THE SECOND PRIORITY SECURED PARTIES OR ANY OF THEIR SUCCESSORS OR PERMITTED ASSIGNS.
EACH PARTY HERETO, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES, AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE NAMED COURTS, THAT ITS
PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR
THAT THIS MORTGAGE OR THE SUBJECT
MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. EACH PARTY HEREBY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.04 HEREOF.



     Section 6.06 Counterparts. This Mortgage may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.



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     Section 6.07 Waiver; Amendment. (a) No waiver of any provisions of this Mortgage or consent to any departure by either
Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No notice to or demand on a Grantor in any case shall entitle
a Grantor to any other or further notice or demand in similar or other circumstances.



          (b) Neither this Mortgage nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent, acting in
accordance with Section 10.08 of the Credit Agreement, and each Grantor with respect to which such
waiver, amendment or modification is to apply.




     Section 6.08 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS MORTGAGE, OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION



     Section 6.09 Successors and Assigns. This Mortgage shall be binding upon each Grantor and its successors and permitted assigns
and shall inure to the benefit of the Collateral Agent and each Second Priority Secured Party and
their respective successors and permitted assigns; provided, that neither Grantor may
transfer or assign any or all of its rights or obligations hereunder (other than to each other)
without the prior written consent of the Collateral Agent. All agreements, statements,
representations and warranties made by each Grantor herein or in any certificate or other
instrument delivered by either Grantor or on its behalf under this Mortgage shall be considered to
have been relied upon by the Second Priority Secured Parties and shall survive the execution
and delivery of this Mortgage and the other Loan Documents regardless of any investigation made by
the Second Priority Secured Parties or on their behalf.



     Section 6.10 Lien Absolute. All rights of the Collateral Agent hereunder, the Lien hereof and all obligations of the
Grantors hereunder shall, to the fullest extent permitted by applicable law, be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of any Loan Document, any
agreement with respect to any of the Second Priority Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Second Priority Obligations, or any other amendment
to or waiver of or any consent to any departure from any Loan Document, or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Second



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Priority Obligations, or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the
Second Priority Obligations or this Agreement (other than that the Second Priority Obligations
Payment Date shall have occurred).




     Section 6.11 General Indemnity.



          (a) Claims Defined. For the purposes of this Section 6.11, “Claims” means any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs or expenses of
whatsoever kind and nature (whether or not on the basis of negligence, strict or absolute liability
or liability in tort) that may be imposed on or asserted against an Indemnitee, as defined below,
and, except as otherwise expressly provided in this Section 6.11, includes all reasonable
out-of-pocket costs, disbursements and expenses (including reasonable out-of-pocket legal fees and
expenses) actually incurred by an Indemnitee in connection therewith or related thereto.




          (b) Other Terms Defined. For the purposes of this Section 6.11: (1) “Indemnitee” shall mean any Indemnitee party to this
Mortgage, or in the case of an Indemnitee not party to this Agreement, any such Indemnitee which
has expressly agreed in writing to be bound by the terms of this Section 6.11 prior to, or
concurrently with, the making of a Claim; (2) “After-Tax Basis” means that indemnity and
compensation payments required to be made will be supplemented by the Person paying the base amount
by that amount which, when added to such base amount, and after deduction of all Federal, state,
local and foreign Taxes required to be paid by or on behalf of the payee with respect to the
receipt or realization of any such amounts, and after consideration of any current tax savings of
such payee resulting by way of any deduction, credit or other tax benefit attributable to such base
amount or Tax, shall net such payee the full amount of such base amount; (3) “Collateral Agent
Liens” means any Lien attributable to Goldman Sachs Credit Partners L.P. or the Collateral Agent or
the Administrative Agent with respect to an Aircraft,
Airframe, an Engine, a Spare Engine, a Spare Part, any interest therein or any other portion of the
Collateral arising as a result of (i) claims against Goldman Sachs Credit Partners L.P. or the
Collateral Agent or the Administrative Agent not related to its interest in Aircraft, Airframe, an
Engine, a Spare Engine, a Spare Part or the administration of the Collateral pursuant to this
Mortgage, (ii) acts of Goldman Sachs Credit Partners L.P. or the Collateral Agent or the
Administrative Agent not permitted by, or the failure of Goldman Sachs Credit Partners L.P. or the
Collateral Agent or the Administrative Agent to take any action required by the Loan Documents,
(iii) claims against Goldman Sachs Credit Partners L.P. or the Collateral Agent or the
Administrative Agent relating to Taxes or Claims that are excluded from the indemnification
provided by Section 6.11 of this Mortgage or (iv) claims against Goldman Sachs Credit Partners L.P.
or the Collateral Agent or the Administrative Agent arising out of the transfer by any such party
of all or any portion of its interest in the Aircraft, Airframe, an Engine, a Spare Engine, a Spare
Part, other Collateral, the Loan Documents, except while an Event of Default is continuing and
prior to the time that Collateral Agent or the Administrative Agent has received all amounts due to
it pursuant to the Loan Documents; and (4) “Lender Lien” means any Lien attributable to a Lender on
or against an Aircraft, Airframe, Engine, Spare Engine, Spare Part, any interest therein or any
other portion of the Collateral, arising out of any claims against such Person that are not related
to the Loan Documents, or out of any act or omission of such Person that is not related to the
transactions contemplated by, or that constitutes a breach by such Person of its obligations under,
the Loan Documents. If any Indemnitee fails to comply



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with any duty or obligation under this
Section 6.11 with respect to any Claim, such Indemnitee shall not be entitled to any indemnity with
respect to such Claim under this Section 6.11 to the extent (x) such failure was prejudicial to
such Grantor or (y) such Grantor’s indemnification obligations are increased as a result of such
failure.




          (c) Claims Indemnified. Subject to the exclusions stated in Subsection 6.11(d), each Grantor agrees to indemnify,
protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting
from or arising out of (i) the Loan Documents and the transactions contemplated thereby, (ii) the
operation, possession, use, maintenance, overhaul, testing or registration of the Aircraft,
Airframes, Engines, Spare Engines and Spare Parts (including injury, death or property damage of
passengers, shippers or others, and environmental control, noise and pollution regulations), and
(iii) the manufacture, design, sale, purchase, acceptance, non-acceptance or rejection, delivery or
condition of the Aircraft, Airframes, Engines, Spare Engines and Spare Parts or the ownership,
possession, use, non-use, substitution, airworthiness, control, operation, storage, modification,
alteration, lease, sublease, return, transfer or other disposition of any Aircraft, any Airframe,
any Engine, any Spare Engine, any Part or any Spare Part (including, without limitation, latent or
other defects, whether or not discoverable, and any claim for patent, trademark or copyright
infringement) by a Grantor, any Permitted Lessee or any other Person.




          (d) Claims Excluded. The following are excluded from the Grantors’ agreement to indemnify an Indemnitee under
this Section 6.11:





          (i) any Claim to the extent such Claim is attributable to acts or events occurring
after (x) the Second Priority Obligations Payment Date, (y) with respect to an Airframe,
Engine, Spare Engine or Spare Part, the transfer of possession thereof pursuant to Article
IV of this Mortgage except to the extent that such Claim is attributable to acts occurring
in connection with the exercise of remedies pursuant to Section 4.02 of this Mortgage
following the occurrence and continuance of an Event of Default or (z) any disposition of
the Collateral permitted hereunder or under the Credit Agreement;




          (ii) any Claim to the extent such Claim is, or is attributable to, an Excepted Tax;




          (iii) any Claim to the extent such Claim is attributable to the gross negligence or
willful misconduct of such Indemnitee or attributable to negligence by such Indemnitee in
exercising its right of inspection;




          (iv) any Claim to the extent such Claim is attributable to the noncompliance with or
breach by such Indemnitee of any of the terms of, or any misrepresentation by such
Indemnitee contained in, this Agreement, any other Loan Document to which such Indemnitee is
a party or any agreement relating hereto or thereto;




          (v) any Claim to the extent such Claim constitutes a Lender Lien or Collateral Agent
Lien attributable to such Indemnitee;



53









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]





          (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment,
transfer, participation or other disposition (whether voluntary or involuntary) by or on
behalf of such Indemnitee (other than as a result of, or following, or in lieu of exercising
remedies during the occurrence and continuance of, an Event of Default) of any Loan, all or
any part of such Indemnitee’s interest in the Loan Documents or any interest in the
Collateral or any similar security;




          (vii) any Claim to the extent such Claim is attributable to a failure on the part of
the Collateral Agent to distribute in accordance with this Mortgage any amounts received and
distributable by it hereunder or thereunder;




          (viii) any Claim to the extent such Claim is attributable to the authorization or
giving or withholding of any future amendments, supplements, waivers or consents with
respect to any Loan Document, other than such as have been requested or consented to by a
Grantor, or such as are expressly required or contemplated by the provisions of the Loan
Documents; and




          (ix) any Claim to the extent such Claim is payable or required to be borne by a Person
other than the Grantors pursuant to any provision of any Loan Document.



          (e) Insured Claims. In the case of any Claim indemnified by a Grantor hereunder that is covered by a policy of
insurance maintained by such Grantor, each Indemnitee agrees to cooperate, at such Grantor’s
expense, with the insurers in the exercise of their rights to investigate, defend and compromise
such Claim.




          (f) Claims Procedure. An Indemnitee shall promptly notify the Grantors of any Claim as to which indemnification
is sought. Such Indemnitee shall promptly submit to the Grantors all additional information in
such Indemnitee’s possession to substantiate such Claim as the Grantors reasonably requests.
Subject to the rights of the Grantors’ insurers, the Grantors may, at its sole cost and expense,
investigate any Claim, and may in its sole discretion defend or compromise any Claim. The Grantors
shall be entitled, at its sole cost and expense, acting through counsel acceptable to the
respective Indemnitee, (A) so long as such Grantor has agreed in a writing acceptable to such
Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such
Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding that involves
solely a claim for one of more Claims, to assume responsibility for and control thereof, (B) so
long as such Grantor has agreed in a writing acceptable to such Indemnitee that such Grantor is
liable to such Indemnitee for such Claim hereunder (unless such Claim is covered by Section
6.11(d)), in any judicial or administrative proceeding involving a claim for one or more Claims and
other claims related or unrelated to the transactions contemplated by the Loan Documents, to assume
responsibility for and control of such claim for Claims to the extent that the same may be and is
severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such
severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial
proceedings subject to the control of such Indemnitee. Notwithstanding any of the foregoing to the
contrary, the Grantors shall not be entitled to assume responsibility for and control of any such
judicial or administrative proceedings (i) while an Event of Default exists, (ii) if such
proceeding will




54









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



involve a material risk of the sale, forfeiture or loss of, or the creation of any
Lien (other than a Permitted Encumbrance) on any Aircraft, Airframe, Engine, Spare Engine, Spare
Part, other Collateral or any part thereof, or (iii) if such proceeding could in the good faith
opinion of such Indemnitee entail any material risk of criminal liability or present a conflict of
interest making separate representation necessary, and, in any such proceeding, the Grantors shall
be liable for the cost of such proceeding and (subject to the provisions of Section 6.11(d)) any
Claim resulting therefrom. The affected Indemnitee may participate at its own expense and with its
own counsel in any judicial proceeding controlled by a Grantor pursuant to the preceding
provisions. At the Grantors’ expense, any Indemnitee shall cooperate with all reasonable requests
of a Grantor in connection therewith. Such Indemnitee shall not enter into a settlement or other
compromise with respect to any Claim without the prior written consent of the Grantors, which
consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to
be indemnified with respect to such Claim. Where a Grantor or its insurers undertake the defense
of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee
in connection with the defense of such Claim shall be indemnified hereunder unless such fees or
expenses were incurred at the written request of a Grantor or such insurers. Subject to the
requirements of any policy of insurance, an Indemnitee may participate at its own expense in any
judicial proceeding controlled by a Grantor pursuant to the preceding provisions; provided that
such party’s participation does not, in the Opinion of Counsel appointed by a Grantor or its
insurers to conduct such proceedings, interfere with such control. Such participation shall
not constitute a waiver of the indemnification provided in this Section 6.11. Notwithstanding
anything to the contrary contained herein, the Grantors shall not under any circumstances be liable
for the fees and expenses of more than one counsel for all Indemnitees with respect to any one
Claim unless a conflict of interest shall exist among such Indemnitees.




          (g) Subrogation. To the extent that a Claim is in fact paid in full by the Grantors or its insurer, the
Grantors or such insurer (as the case may be) shall, without any further action, be subrogated to
the rights and remedies of the Indemnitee on whose behalf such Claim was paid with respect to the
transaction or event giving rise to such Claim. Such Indemnitee shall give such further assurances
or agreements and shall cooperate with a Grantor or such insurer, as the case may be, to permit
such Grantor or such insurer to pursue such rights and remedies, if any, to the extent reasonably
requested by such Grantor. So long as no Specified Default under Section 7.01(b) of the Credit
Agreement or Event of Default has occurred and is continuing, if an Indemnitee receives any
payment, in whole or in part, from any party other than a Grantor or its insurers with respect to
any Claim paid by such Grantor or its insurers, it shall promptly pay over to such Grantor the
amount received (but not an amount in excess of the amount such Grantor or any of its insurers has
paid in respect of such Claim). Any amount referred to in the preceding sentence that is payable
to a Grantor shall not be paid to such Grantor, or, if it has been previously paid directly to such
Grantor, shall not be retained by such Grantor, if at the time of such payment a Specified Default
under Section 7.01(b) of the Credit Agreement or an Event of Default has occurred and is
continuing, but shall be paid to and held by the Collateral Agent as security for the Second
Priority Obligations. At the option of the Collateral Agent, such amount payable shall be applied
against the Second Priority Obligations when and as they become due and payable. At such time as
such Specified Default under Section 7.01(b) of the Credit Agreement or Event of Default is no
longer continuing, such amount, to the extent not previously so applied against a Grantor’s
obligations, shall be paid to such Grantor.




55









 








[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




          (h) No Guaranty. Nothing set forth in this Section 6.11 constitutes a guarantee by the Grantors that any
Aircraft, Airframe, Engine, Spare Engine or Spare Part at any time will have any particular value,
useful life or residual value.




          (i) Payments; Interest. Any amount payable to any Indemnitee on account of a Claim shall be paid within 30 days
after receipt by a Grantor of a written demand therefor from such Indemnitee accompanied by a
written statement describing in reasonable detail the Claims that are the subject of and basis for
such indemnity and the computation of the amount payable. Any payments made pursuant to this
Section 6.11 directly to an Indemnitee or to a Grantor, as the case may be, shall be made in
immediately available funds at such bank or to such account as is specified by the payee in written
directions to the payor or, if no such directions are given, by check of the payor payable to the
order of the payee and mailed to the payee by certified mail, return receipt requested, postage
prepaid to its address referred to in Section 6.04. To the extent
permitted by applicable law, interest at the applicable rate provided for in Section 2.08 of
the Credit Agreement shall be paid, on demand, on any amount or indemnity not paid when due
pursuant to this Section 6.11 until the same is paid. Such interest shall be paid in the same
manner as the unpaid amount in respect of which such interest is due.




          (j) Tax deduction or credit. If, by reason of any Claim payment made to or for the account of an Indemnitee by a Grantor
pursuant to this Section 6.11, such Indemnitee subsequently realizes a tax deduction or credit
(including foreign tax credit and any reduction in Taxes) not previously taken into account in
computing such payment, such Indemnitee shall promptly pay to such Grantor, but only if such
Grantor has made all payments then due and owing to such Indemnitee under the Loan Documents, an
amount equal to the sum of (1) the actual reduction in Taxes realized by such Indemnitee which is
attributable to such deduction or credit, and (2) the actual reduction in Taxes realized by such
Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence;
provided that, a Grantor, upon request of such Indemnitee, agrees to repay the amount paid
over to such Grantor (plus any penalties, interest or other charges imposed by the relevant taxing
authority) to such Indemnitee to the extent a subsequent determination by such taxing authority
results in an actual increase in Taxes payable by such Indemnitee which is attributable to such
deduction or credit.




     Section 6.12 Section 1110 of the Bankruptcy Code. It is the intention of the parties that the Collateral Agent be entitled to the benefits of
Section 1110 of the Bankruptcy Code, subject to each Grantor’s rights thereunder, with respect to
the right to take possession of Aircraft, Engine, Spare Engines and Spare Parts (other than
Aircraft, Engines and Spare Engines listed on Schedule 3.19 to the Credit Agreement and Spare Parts
that were first placed in service prior to October 22, 1994), and to enforce any of its other
rights or remedies as provided in this Mortgage in the event of a case under Chapter 11 of the
Bankruptcy Code in which a Grantor is a debtor, all subject to the provisions and limitations of
the Bankruptcy Code.



     Section 6.13 Intercreditor Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Liens and rights
granted pursuant to this Mortgage shall be subject to the terms and conditions of the Intercreditor
Agreement. In the event of any conflict between this Agreement and the Intercreditor Agreement,
the Intercreditor Agreement shall control, and no right, power, or remedy granted to the Collateral
Agent hereunder or under any



56









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]



other Loan Document shall be exercised by the Collateral Agent, and no
direction shall be given by the Collateral Agent in contravention of the Intercreditor Agreement.




     Section 6.14 Subordination. Notwithstanding anything to the contrary contained in this Mortgage, the Lien created by this
Mortgage on the Collateral described herein is junior and subordinate to the Lien on such
Collateral created by the First Lien Aircraft Mortgage, in accordance with the provisions of the
Intercreditor Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




57









 





     IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Second Lien
Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement to be duly executed by
their respective officers thereunto duly authorized.



	 	 	 	 	 	 	 
	 	 	DELTA AIR LINES, INC.,

as a Grantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	COMAIR, INC.,

as a Grantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






Signature Page to Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement




 









 





	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Signature Page to Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement




 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT A

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT

SUPPLEMENT NO. ___




          THIS SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY AGREEMENT
SUPPLEMENT NO. ___ dated                      (this “Mortgage Supplement”) made by DELTA AIR LINES, INC., a
Delaware corporation (“Borrower”) and COMAIR, INC., a Ohio corporation (“Comair”) (each of the
Borrower and Comair, a “Grantor” and collectively the “Grantors”), in favor of GOLDMAN SACHS CREDIT
PARTNERS L.P., acting as collateral agent (in such capacity, the “Collateral Agent”).




W I T N E S S E T H:




          WHEREAS, the Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement, dated as of April 30, 2007 (herein called the “Mortgage”; capitalized terms used herein
but not defined shall have the meaning ascribed to them in the Mortgage), between the Grantors and
Collateral Agent, provides for the execution and delivery of supplements thereto substantially in
the form hereof, which shall particularly describe certain collateral, and shall specifically
mortgage the same to the Collateral Agent; and




          WHEREAS, the Mortgage was entered into between the Grantors and the Collateral Agent in order
to secure the Second Priority Obligations of Delta Air Lines, Inc. (the “Borrower”) and each of the
Guarantors under that certain Second Lien Term Loan and Guaranty Agreement, dated as of April 30,
2007 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise
modified, renewed or replaced from time to time, herein called the “Credit Agreement”), among the
Borrower, each of the direct and indirect domestic Subsidiaries of the Borrower (as defined in the
Credit Agreement) from time to time party thereto, Goldman Sachs Credit Partners L.P. and the other
lenders from time to time party thereto (collectively, the “Lenders”), Goldman Sachs Credit
Partners L.P. and Merrill Lynch Commercial Finance Corp., as co-lead arrangers and joint
bookrunners, and Barclays Capital the investment banking division of Barclays Bank plc, as
syndication agent and as joint bookrunner, and Credit Suisse Securities (USA) LLC and C.I.T.
Leasing Corporation, as co-documentation agents, and the other Loan Documents;




          WHEREAS, the Mortgage relates to the Airframes, Engines, Spare Engines and Spare Parts
described in Exhibit 1 hereto, and a counterpart of the Mortgage is attached hereto and made a part
hereof and this Mortgage Supplement, together with such counterpart of the Mortgage and any
previous Mortgage Supplements, is being filed for recordation on the date hereof with the Federal
Aviation Administration, as one document;




EXHIBIT A

Page 1




 









 





          NOW, THEREFORE, this Mortgage Supplement Witnesseth, that to secure the prompt and complete
payment and performance when due of the Second Priority Obligations of the Borrower and each of the
Guarantors under the Credit Agreement and each of the other Loan Documents, to secure the
performance and observance by the Borrower and each of the Guarantors of all the agreements,
covenants and provisions contained in the Mortgage and in the Loan Documents for the benefit of the
Collateral Agent on behalf of the Second Priority Secured Parties and each of the other Indemnified
Persons, and for the uses and purposes and subject to the terms and provisions of the Mortgage, and
in consideration of the premises and of the covenants contained in the Mortgage, and of other good
and valuable consideration the receipt and adequacy whereof are hereby acknowledged, each Grantor
has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed,
and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto
the Collateral Agent, its successors and assigns, for the security and benefit of the Lenders and
such other Persons, a second priority continuing security interest in and second priority mortgage
lien on all estate, right, title and interest of such Grantor in, to and under the following
described property, such security interest and mortgage lien to be second in priority to the First
Lien Aircraft Mortgage as provided in Sections 6.13 and 6.14 of the Mortgage:





     1. The Airframes described on Part A of Exhibit 1 hereto together with all Parts which
are from time to time incorporated or installed in or attached thereto or which shall be
removed therefrom, unless the Lien of the Mortgage shall not be applicable to such Part
pursuant to the provisions of the Mortgage.




     2. The Engines described on Part A of Exhibit 1 hereto (each such engine having 1750 or
more pounds of thrust or the equivalent thereof, whether or not such engines shall be
installed in or attached to an Airframe or any other airframe) in each case, together with
all Parts which are from time to time incorporated or installed in or attached thereto or
which shall be removed therefrom, unless the Lien of the Mortgage shall not be applicable to
such Part pursuant to the provisions of the Mortgage.




     3. The Spare Engines described on Part B of Exhibit 1 hereto (each such engine having
1750 or more pounds of thrust or the equivalent thereof, whether or not such engines shall
be installed in or attached to an Airframe or any other airframe) in each case, together
with all Parts which are from time to time incorporated or installed in or attached thereto
or which shall be removed therefrom, unless the Lien of the Mortgage shall not be applicable
to such Part pursuant to the provisions of the Mortgage.




     4. (x) In the case of Comair, all Spare Parts, and (y) in the case of the Borrower, all
Spare Parts relating to or used in connection with General Electric Model CF34 engines, in
each case located at the applicable Designated Spare Parts Locations described in Part C of
Exhibit 1 hereto.



          TO HAVE AND TO HOLD all and singular the aforesaid property unto the Collateral Agent, its
successors and assigns, for the uses and purposes and subject to the terms and provisions set forth
in the Mortgage.




EXHIBIT A

Page 2




 









 





     This Mortgage Supplement shall be construed as a supplemental Mortgage and shall form a part
thereof, and the Mortgage is hereby incorporated by reference herein and is hereby ratified,
approved and confirmed.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




EXHIBIT A

Page 3




 









 





          IN WITNESS WHEREOF, each Grantor caused this Mortgage Supplement to be duly executed by one of
its officers, thereunto duly authorized, on the day and year first above written.




	 	 	 	 	 	 	 
	 	 	DELTA AIR LINES, INC.,

as a Grantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	COMAIR, INC.,

as a Grantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Signature Page to Second Lien Airframe, Engine and Spare Parts Mortgage and Security Agreement

Supplement No. 1




 









 







[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT 1

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT

SUPPLEMENT NO. ___


PART A — DESCRIPTION OF AIRCRAFT, AIRFRAMES AND ENGINES1




	 	 	 	 	 	 	 	 	 	 	 
	 	 	FAA	 	 	 	 	 	 	 	Engines
	 	 	Registration	 	Manufacturer’s	 	 	 	Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	McDonnell Douglas MD-88

	 	N926DL
	 	49713	 	Pratt & Whitney

JT8D-219
	 	P718170D, P718171D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N927DA
	 	49714	 	Pratt & Whitney

JT8D-219
	 	P718172D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N928DL
	 	49715	 	Pratt & Whitney

JT8D-219
	 	P718175D, P718176D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N929DL
	 	49716	 	Pratt & Whitney

JT8D-219
	 	P718177D, P718178D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N930DL
	 	49717	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N931DL
	 	49718	 	Pratt & Whitney

JT8D-219
	 	P718202D, P718203D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N932DL
	 	49719	 	Pratt & Whitney

JT8D-219
	 	P718224D, P718225D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N933DL
	 	49720	 	Pratt & Whitney

JT8D-219
	 	P718212D, P718208D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N934DL
	 	49721	 	Pratt & Whitney

JT8D-219
	 	P718216D, P718217D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N935DL
	 	49722	 	Pratt & Whitney

JT8D-219
	 	P718218D, P718223D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N936DL
	 	49723	 	Pratt & Whitney

JT8D-219
	 	P718226D, P718228D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N937DL
	 	49810	 	Pratt & Whitney

JT8D-219
	 	P718247D, P718248D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N938DL
	 	49811	 	Pratt & Whitney

JT8D-219
	 	P725356D, P718282D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N939DL
	 	49812	 	Pratt & Whitney

JT8D-219
	 	P725358D, P725368D
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N940DL
	 	49813	 	Pratt & Whitney

JT8D-219
	 	P725393D,








 




			
	1	 	Engines listed opposite an Airframe are “related”
Engines for purposes of this Mortgage.





EXHIBIT 1

Page 1




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FAA	 	 	 	 	 	 	 	Engines
	 	 	Registration	 	Manufacturer’s	 	 	 	Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	 

	 	 	 	 	 	 	 	Pratt & Whitney

JT8D-219 (shown as

Pratt & Whitney

JT8D-217 on FAA

record)
	 	P726021D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N941DL
	 	49814	 	Pratt & Whitney

JT8D-219
	 	P725395D, P725416D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N942DL
	 	49815	 	Pratt & Whitney

JT8D-219
	 	P725354D, P725396D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N943DL
	 	49816	 	Pratt & Whitney

JT8D-219
	 	P725403D, P725419D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N944DL
	 	49817	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N945DL
	 	49818	 	Pratt & Whitney

JT8D-219
	 	P725373DCN,
P725390DCN
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N948DL
	 	49879	 	Pratt & Whitney

JT8D-219
	 	P725488D, P725489D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N950DL
	 	49881	 	Pratt & Whitney

JT8D-219
	 	P718179D, P718214D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N951DL
	 	49882	 	Pratt & Whitney

JT8D-219
	 	P725513D, P725514D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N985DL
	 	53312	 	Pratt & Whitney

JT8D-219
	 	P725977D, P725978D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N986DL
	 	53313	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726011D, P725989D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N988DL
	 	53339	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726015D, P726007D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N989DL
	 	53341	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726047D, P726088D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N991DL
	 	53343	 	Pratt & Whitney

JT8D-219
	 	P725939D, P725959D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N992DL
	 	53344	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726038D, P726031D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N994DL
	 	53346	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726051D, P726053D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N995DL
	 	53362	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-
	 	P726086D, P726081D	 





 EXHIBIT 1

Page 2




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FAA	 	 	 	 	 	 	 	Engines
	 	 	Registration	 	Manufacturer’s	 	 	 	Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	 

	 	 	 	 	 	 	 	217C on FAA record)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N997DL
	 	53364	 	Pratt & Whitney

JT8D-219
	 	P726067D, P726069D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N998DL
	 	53370	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726074D, P726077D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N900DE
	 	53372	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726082D, P726087D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N901DE
	 	53378	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P726052D, P726822D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N903DE
	 	53380	 	Pratt & Whitney

JT8D-219
	 	P726826D, P726827D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N904DE
	 	53409	 	Pratt & Whitney

JT8D-219 (shown as

JT8D-217C on FAA

record)
	 	P725998D, P726872D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N906DE
	 	53415	 	Pratt & Whitney

JT8D-219
	 	P726009D, P726905D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N907DE
	 	53416	 	Pratt & Whitney

JT8D-219
	 	P726907D, P726908D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N909DE
	 	53418	 	Pratt & Whitney

JT8D-219
	 	P726923D, P726924D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N910DE
	 	53419	 	Pratt & Whitney

JT8D-219
	 	P725380D, P726918D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N912DE
	 	49997	 	Pratt & Whitney

JT8D-219
	 	P726931D, P726933D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N913DE
	 	49956	 	Pratt & Whitney

JT8D-219
	 	P726865D, P726932D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N915DE
	 	53420	 	Pratt & Whitney

JT8D-219
	 	P726929D, P726952D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N916DE
	 	53421	 	Pratt & Whitney

JT8D-219
	 	P726950D, P726951D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N918DE
	 	49959	 	Pratt & Whitney

JT8D-219
	 	P726967D, P726968D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N919DE
	 	53422	 	Pratt & Whitney

JT8D-219
	 	P726976D, P726979D	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N902DA
	 	53382	 	International Aero

Engines V2528-D5
	 	V20007, V20008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N903DA
	 	53383	 	International Aero

Engines V2528-D5
	 	V20009, V20010





EXHIBIT 1

Page 3




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FAA	 	 	 	 	 	 	 	Engines
	 	 	Registration	 	Manufacturer’s	 	 	 	Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	McDonnell Douglas MD-90-30

	 	N905DA
	 	53385	 	International Aero

Engines V2528-D5
	 	V20014, V20015
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N906DA
	 	53386	 	International Aero

Engines V2528-D5
	 	V20019, V20021
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N908DA
	 	53388	 	International Aero

Engines V2528-D5
	 	V20025, V20026
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N909DA
	 	53389	 	International Aero

Engines V2528-D5
	 	V20030, V20027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N911DA
	 	53391	 	International Aero

Engines V2528-D5
	 	V20035, V20036
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N912DN
	 	53392	 	International Aero

Engines V2528-D5
	 	V20045, V20046
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N914DN
	 	53394	 	International Aero

Engines V2528-D5
	 	V20075, V20070
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N915DN
	 	53395	 	International Aero

Engines V2528-D5
	 	V20079, V20074
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30

	 	N916DN
	 	53396	 	International Aero

Engines V2528-D5
	 	V20084, V20080
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N601DL
	 	22808	 	Pratt & Whitney

PW2037
	 	P716336B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N606DL
	 	22813	 	Pratt & Whitney

PW2037
	 	P716325B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N608DA
	 	22815	 	Pratt & Whitney

PW2037
	 	P716348B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N613DL
	 	22820	 	Pratt & Whitney

PW2037
	 	P716308B, P716385B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N614DL
	 	22821	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N615DL
	 	22822	 	Pratt & Whitney

PW2037
	 	P716366B, P716392B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N639DL
	 	23993	 	Pratt & Whitney

PW2037
	 	P716305B, P716505B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N640DL
	 	23994	 	Pratt & Whitney

PW2037
	 	P716506B, P716507B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N642DL
	 	23996	 	Pratt & Whitney

PW2037
	 	P716512B, P716513B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N643DL
	 	23997	 	Pratt & Whitney

PW2037
	 	P716510B, P716310B	 





EXHIBIT 1

Page 4




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FAA	 	 	 	 	 	 	 	Engines
	 	 	Registration	 	Manufacturer’s	 	 	 	Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	Boeing 757-232

	 	N644DL
	 	23998	 	Pratt & Whitney

PW2037
	 	P716514B, P716326B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N646DL
	 	24217	 	Pratt & Whitney

PW2037
	 	P716518B, P716522B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N647DL
	 	24218	 	Pratt & Whitney

PW2037
	 	P716523B, P716528B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N648DL
	 	24372	 	Pratt & Whitney

PW2037
	 	P716359B, P716524B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N649DL
	 	24389	 	Pratt & Whitney

PW2037
	 	P716526B, P716534B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N651DL
	 	24391	 	Pratt & Whitney

PW2037
	 	P716521B, P716536B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N652DL
	 	24392	 	Pratt & Whitney

PW2037
	 	P716537B, P716527B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N655DL
	 	24395	 	Pratt & Whitney

PW2037
	 	P716543B, P716544B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N656DL
	 	24396	 	Pratt & Whitney

PW2037
	 	P716545B, P716546B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N671DN
	 	25332	 	Pratt & Whitney

PW2037
	 	P716577B, P716578B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N672DL
	 	25977	 	Pratt & Whitney

PW2037
	 	P716581B, P716582B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N674DL
	 	25979	 	Pratt & Whitney

PW2037
	 	P716586B, P716587B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N676DL
	 	25981	 	Pratt & Whitney

PW2037
	 	P716590B, P716591B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N678DL
	 	25983	 	Pratt & Whitney

PW2037
	 	P716595B, P716596B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N679DA
	 	26955	 	Pratt & Whitney

PW2037
	 	P716598B, P726701B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-26D

	 	N900PC
	 	28446	 	Pratt & Whitney

PW2037
	 	P727211B, P727212B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N751AT
	 	23125	 	Pratt & Whitney

PW2037
	 	P716315, P716324	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N750AT
	 	23126	 	Pratt & Whitney

PW2037
	 	P716341, P716327	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N757AT
	 	23127	 	Pratt & Whitney

PW2037
	 	P716329, P716316	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N752AT
	 	23128	 	Pratt & Whitney

PW2037
	 	P716339, P716320	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N139DL
	 	25984	 	General Electric

CF6-80A2
	 	580144





EXHIBIT 1

Page 5





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FAA	 	 	 	 	 	 	 	Engines
	 	 	Registration	 	Manufacturer’s	 	 	 	Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	Boeing 767-332

	 	N171DN
	 	24759	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N173DN
	 	24800	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N175DN
	 	24803	 	Pratt & Whitney

PW4060
	 	P724146B, P724147B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N183DN
	 	27110	 	Pratt & Whitney

PW4060
	 	P724681B, P724682B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N152DL
	 	24984	 	General Electric

CF6-80C2B4
	 	695307, 695376
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N153DL
	 	24985	 	General Electric

CF6-80C2B4
	 	695476, 695438
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N155DL
	 	25269	 	General Electric

CF6-80C2B4
	 	695442, 695334
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N156DL
	 	25354	 	General Electric

CF6-80C2B4
	 	695374, 695521
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N868CA
	 	7427	 	General Electric

CF34-3A1
	 	807634, 807633
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N986CA
	 	7174	 	General Electric

CF34-3A1
	 	807477, 807488
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N936CA
	 	7043	 	General Electric

CF34-3A1
	 	807149, 807146
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N937CA
	 	7044	 	General Electric

CF34-3A1
	 	807147, 807151
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N938CA
	 	7046	 	General Electric

CF34-3A1
	 	807161, 807654
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N940CA
	 	7048	 	General Electric

CF34-3A1
	 	807169, 807170
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N941CA
	 	7050	 	General Electric

CF34-3A1
	 	807177, 807178






PART B — DESCRIPTION OF SPARE ENGINES




	 	 	 	 	 
	Engine Model and Type	 	Manufacturer’s Serial Number
	General Electric CF34-3A1

	 	807070
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807051
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807305
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807226
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807318
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807352
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807255
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807421
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807465





EXHIBIT 1

Page 6





 









 






	 	 	 	 	 
	Engine Model and Type	 	Manufacturer’s Serial Number
	General Electric CF34-3A1

	 	807467
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807468
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807512
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807444
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807466
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807587
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807441
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807590
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807600
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807630
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807648
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807623
	 
	 	 	 	 
	General Electric CF34-3A1

	 	807591
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873516
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873173
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873640
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873174
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873947
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873763
	 
	 	 	 	 
	General Electric CF34-3B1

	 	873891
	 
	 	 	 	 
	General Electric CF34-8C1

	 	965337
	 
	 	 	 	 
	General Electric CF34-8C1

	 	965291
	 
	 	 	 	 
	General Electric CF34-8C1

	 	965443
	 
	 	 	 	 
	General Electric CF34-8C1

	 	965384






PART C — DESIGNATED SPARE PARTS LOCATIONS




	 	 	 	 	 	 	 
	 	 	Plant	 	 
	Address	 	Code	 	Location
	BORROWER:

DELTA AIR LINES INC.

DELTA TECH OPS CENTER

1775 AVIATION BLVD.

ATLANTA, GA 30354-3743

USA

	 	1010	 	Atlanta Repair Shops at the Delta

Technical Ops Center
	 
	 	 	 	 	 	 
	COMAIR:

COMAIR, INC.

82 COMAIR BLVD.

ERLANGER, KY 41048

USA

	 	N/A	 	N/A






EXHIBIT 1

Page 7




 









 





PART D — GENERIC DESCRIPTIONS



The generic descriptions of the Airframes, Engines and Spare Engines, for purposes of the Cape Town
Convention, are as follows:




Airframes:

1. McDonnell Douglas MD-80-88

2. McDonnell Douglas MD-90-30

3. Boeing 757-200

4. Boeing 767-300

5. Bombardier CRJ-100




Engines:

1. General Electric CF34-3

2. General Electric CF34-8

3. General Electric CF6-80A

4. General Electric CF6-80C2

5. Pratt & Whitney PW2037

6. Pratt & Whitney PW4000 94

7. Pratt & Whitney JT8D 200

8. International Aero V2500-D5




EXHIBIT 1

Page 8




 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT B

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




CERTAIN ECONOMIC TERMS




	 	 	 
	Insured Amount:

	 	Replacement cost
	 
	 	 
	Minimum Liability 

Insurance Amount:

	 	$350,000,000 per occurrence for any regional jet aircraft


$600,000,000 per occurrence for any narrow-body aircraft
(including, without limitation, any MD-88 or MD-90
aircraft.


$750,000,000 per occurrence for any aircraft other than
those mentioned above (including, without limitation,
any Boeing 767 aircraft)
	 
	 	 
	 

	 	In the event a Grantor includes a new type of wide-body
aircraft in its aircraft fleet after the date hereof
(including, without limitation, any Airbus A380
aircraft), then the Minimum Liability Insurance Amount
with respect to such aircraft type shall be such amount
as may be agreed by the Collateral Agent.






EXHIBIT B

Page 1




 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT C

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




LIST OF PERMITTED COUNTRIES




Australia

Austria

Belgium

Brazil (only for lease to current aircraft manufacturer in Brazil, no reregistration)

Canada

Czech Republic

Denmark

Finland

France

Germany

Greece

Hong Kong

Hungary

Iceland

Ireland

Italy

Japan

Luxembourg

Mexico (lease only, no reregistration)

Netherlands, the

New Zealand

Norway

Poland

Peoples Republic of China

Peoples Republic of China (Taiwan)

Russian Federation

Singapore

South Africa

South Korea

Spain

Sweden

Switzerland

United Kingdom




EXHIBIT C

Page 1




 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT D

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




[Address to Collateral Agent]




                                        , 20___




Data Report For Pledged Spare Parts




     Ladies and Gentlemen:



     We refer to the Second Lien Aircraft, Engine, Spare Engine And Spare Parts Security Agreement
(the “Security Agreement”), dated as of April 30, 2007, among Delta Air Lines, Inc. (the
“Borrower”), Comair, Inc. (“Comair”) and Goldman Sachs Credit Partners L.P., as
Collateral Agent. Terms defined in the Security Agreement and used herein have such respective
defined meanings. The Grantors hereby certify that:



     Attached hereto as Exhibit 1 is a report that correctly sets forth the following information
as of the date hereof with respect to each Pledged Spare Part:




	 	i)	 	Manufacturer’s part number;
	 
	 	ii)	 	part description;
	 
	 	iii)	 	related aircraft model(s) in summary form;
	 
	 	iv)	 	classification as Rotable or Expendable or Key Repairable;
	 
	 	v)	 	quantity on hand;
	 
	 	vi)	 	Designated Spare Parts Location;
	 
	 	vii)	 	each Pledged Spare Part out for repair; and
	 
	 	viii)	 	each Pledged Spare Part in transit.





EXHIBIT D

Page 1




 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[DELTA AIR LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title	 	 
	 

	 	 	 	Date:]	 	 
	 
	 	 	 	 	 	 
	 	 	[COMAIR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title	 	 
	 

	 	 	 	Date:]	 	 






Signature Page to Data Report for Pledged Spare Parts





 









 








[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT E

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




SECOND LIEN TERM LOAN AND GUARANTY AGREEMENT




[ATTACHED AS FOLLOWS]




EXHIBIT E




 









 





[Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]




EXHIBIT F

TO

SECOND LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS

MORTGAGE AND SECURITY AGREEMENT




INTERCREDITOR AGREEMENT




[ATTACHED AS FOLLOWS]




EXHIBIT F





 











 





EXHIBIT F-1




     THIS SECOND LIEN GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).



SECOND LIEN GRANT OF

SECURITY INTEREST IN TRADEMARK RIGHTS




     This SECOND LIEN GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS (“Agreement”),
effective as of May 8, 2007 is made by DELTA AIR LINES, INC. a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Collateral
Agent (the “Agent”) for the Second Priority Secured Parties (as defined in the Second Lien
Term Loan and Guaranty Agreement, dated as of April 30, 2007, (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”)), among the Borrower, the
Guarantors, the Agent, GSCP, acting as administrative agent, GSCP and MERRILL LYNCH COMMERCIAL
FINANCE CORP., as co-lead arrangers and joint bookrunners, BARCLAYS CAPITAL, the investment banking
division of BARCLAYS BANK PLC, as syndication agent and as joint bookrunner, CREDIT SUISSE
SECURITIES (USA) LLC and C.I.T. LEASING CORPORATION, as co-documentation agents, and the lenders
party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to
the Borrower upon the terms and subject to the conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, the Grantors executed and delivered a Second
Lien Security Agreement, dated as of April 30, 2007, in favor of the Agent (together with all
amendments and modifications, if any, from time to time thereafter made thereto, the “Second
Lien Security Agreement”);



     WHEREAS, pursuant to the Second Lien Security Agreement, the Grantors pledged and granted to
the Agent for the benefit of the Agent and the Second Priority Secured Parties a continuing
security interest in all Intellectual Property constituting Collateral, including the Trademarks
set forth on Schedule A hereto; and



     WHEREAS, the Grantors have duly authorized the execution, delivery and performance of this
Agreement;



 









 





2 




SECOND LIEN GRANT OF SECURITY INTEREST

IN TRADEMARK RIGHTS




     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to induce the Lenders to make Loans to the Borrower pursuant to the
Credit Agreement, the Grantors agree, for the benefit of the Agent and the Second Priority Secured
Parties, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided or provided by reference in the Credit Agreement or the Second Lien Security Agreement, as
applicable.



     SECTION 2. Grant of Security Interest. The Grantors hereby pledge and grant a
continuing security interest in all of the Grantors’ right, title and interest in, to and under
Trademarks constituting Collateral (including, without limitation, the U.S. Trademark registrations
and applications listed on Schedule A hereto), but not including any applications filed in the
United States Patent and Trademark Office to register trademarks or service marks on the basis of
any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a
“Statement of Use” or “Amendment to Allege Use” has been filed and accepted by the United States
Patent and Trademark Office, whereupon such applications shall be automatically subject to the lien
granted herein (collectively, the “Trademark Collateral”), to the Agent for the benefit of
the Agent and the Second Priority Secured Parties to secure payment, performance and observance of
the Second Priority Obligations.



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors
for the purpose of recording the grant of security interest herein with the United States Patent
and Trademark Office. The security interest granted hereby has been granted to the Second Priority
Secured Parties in connection with the Second Lien Security Agreement and is expressly subject to
the terms and conditions thereof and the Intercreditor Agreement. The Second Lien Security
Agreement (and all rights and remedies of the Second Priority Secured Parties thereunder) shall
remain in full force and effect in accordance with its terms. In the event of any conflict between
the terms of this Agreement and the terms of the Second Lien Security Agreement, the terms of the
Second Lien Security Agreement shall govern.



     SECTION 4. Acknowledgment. The Grantors do hereby further acknowledge and affirm
that the rights and remedies of the Second Priority Secured Parties with respect to the security
interest in the Trademark Collateral granted hereby are more fully set forth in the Credit
Agreement, the Second Lien Security Agreement and the Intercreditor Agreement, the terms and
provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.



     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same original.



 









 





3 




SECOND LIEN GRANT OF SECURITY INTEREST

IN TRADEMARK RIGHTS




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers on this ___ day of May, 2007.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	COMAIR HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	COMAIR, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	Accepted and Agreed to:



GOLDMAN SACHS CREDIT PARTNERS L.P.

as Collateral Agent for the Second Priority Secured Parties

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 







4 




SECOND LIEN GRANT OF SECURITY INTEREST

IN TRADEMARK RIGHTS




SCHEDULE A




U.S. Trademark Registrations and Applications




	 	 	 	 	 	 	 	 	 
	Registration No	 	Mark Name	 	Grantor	 	Registration Date
	 	0523611	 	 	FLYING TRIANGLE

	 	DELTA AIR LINES, INC.
	 	4/4/1950
	 	0654915	 	 	DELTA

	 	DELTA AIR LINES, INC.
	 	11/19/1957
	 	0697598	 	 	DREAM VACATION

	 	DELTA AIR LINES, INC.
	 	5/10/1960
	 	0704103	 	 	WIDGET LOGO

	 	DELTA AIR LINES, INC.
	 	9/6/1960
	 	0802405	 	 	DELTAMATIC

	 	DELTA AIR LINES, INC.
	 	1/18/1966
	 	0945465	 	 	DASH

	 	DELTA AIR LINES, INC.
	 	10/17/1972
	 	0963228	 	 	WINGED DELTA AIR LINES IN OVAL LOGO

	 	DELTA AIR LINES, INC.
	 	7/3/1973
	 	0970418	 	 	DELTA AIR LINES

	 	DELTA AIR LINES, INC.
	 	10/9/1973
	 	1143697	 	 	WIDGET (OPEN)

	 	DELTA AIR LINES, INC.
	 	12/16/1980
	 	1171170	 	 	SKY

	 	DELTA AIR LINES, INC.
	 	9/29/1981
	 	1201484	 	 	CA COMAIR & DESIGN

	 	COMAIR HOLDINGS, LLC
	 	7/13/1982
	 	1428763	 	 	DELTA CONNECTION

	 	DELTA AIR LINES, INC.
	 	2/10/1987
	 	1485570	 	 	WE LOVE TO FLY

	 	DELTA AIR LINES, INC.
	 	4/19/1988
	 	1485571	 	 	WE LOVE TO FLY AND IT SHOWS

	 	DELTA AIR LINES, INC.
	 	4/19/1988
	 	1514873	 	 	COMAIR ( Stylized)

	 	COMAIR HOLDINGS, LLC
	 	11/29/1988
	 	1595729	 	 	MEETING NETWORK

	 	DELTA AIR LINES, INC.
	 	5/8/1990
	 	1628653	 	 	YOUNG AT HEART

	 	DELTA AIR LINES, INC.
	 	12/18/1990
	 	1645584	 	 	COMAIR

	 	COMAIR HOLDINGS, LLC
	 	5/21/1991
	 	1703774	 	 	DELTA SHUTTLE

	 	DELTA AIR LINES, INC.
	 	7/28/1992
	 	1718831	 	 	READY WHEN YOU ARE

	 	DELTA AIR LINES, INC.
	 	9/22/1992
	 	1733703	 	 	DELTA CENTER

	 	DELTA AIR LINES, INC.
	 	11/17/1992
	 	1740294	 	 	DELTA CENTER (WITH WIDGET LOGO)

	 	DELTA AIR LINES, INC.
	 	12/15/1992
	 	1968255	 	 	SKYMILES

	 	DELTA AIR LINES, INC.
	 	4/16/1996
	 	2022300	 	 	WORLDWIDE PARTNERS

	 	DELTA AIR LINES, INC.
	 	12/10/1996
	 	2058985	 	 	DELTA & 1960 AIRCRAFT DESIGN

	 	DELTA AIR LINES, INC.
	 	5/6/1997
	 	2291036	 	 	CROWN ROOM CLUB

	 	DELTA AIR LINES, INC.
	 	11/9/1999
	 	2351283	 	 	DELTA EXPRESS

	 	DELTA AIR LINES, INC.
	 	5/23/2000
	 	2408003	 	 	DELTA VACATIONS

	 	DELTA AIR LINES, INC.
	 	11/28/2000
	 	2508582	 	 	BUILDING ON OUR SUCCESS

	 	COMAIR, INC.
	 	11/20/2001
	 	2521530	 	 	BUSINESSELITE

	 	DELTA AIR LINES, INC.
	 	12/25/2001
	 	2531956	 	 	DELTA HORIZONS

	 	DELTA AIR LINES, INC.
	 	1/22/2002
	 	2538221	 	 	CITY DASH ( NEW)

	 	DELTA AIR LINES, INC.
	 	2/12/2002
	 	2553482	 	 	COMAIR NAVIGATOR & DESIGN

	 	COMAIR, INC.
	 	3/26/2002
	 	2556013	 	 	WIDGET LOGO (NEW)

	 	DELTA AIR LINES, INC.
	 	4/2/2002
	 	2564978	 	 	MIND YOUR OWN BUSINESS TRAVEL

	 	DELTA AIR LINES, INC.
	 	4/30/2002
	 	2594082	 	 	MEDALLION

	 	DELTA AIR LINES, INC.
	 	7/16/2002
	 	2603414	 	 	COMAIR SKYSHOP

	 	COMAIR HOLDINGS, LLC
	 	8/6/2002
	 	2608693	 	 	DELTA GOLF

	 	DELTA AIR LINES, INC.
	 	8/20/2002
	 	2638933	 	 	COMAIR

	 	COMAIR, INC.
	 	10/22/2002
	 	2662451	 	 	DELTA AIRELITE

	 	DELTA AIR LINES, INC.
	 	12/17/2002
	 	2682464	 	 	CONTROL KEY DESIGN

	 	DELTA AIR LINES, INC.
	 	2/4/2003
	 	2683848	 	 	COMAIR (2001 STYLIZED LOGO)

	 	COMAIR, INC.
	 	2/4/2003
	 	2811872	 	 	SONG

	 	DELTA AIR LINES, INC.
	 	2/3/2004
	 	2836485	 	 	SONG FLOURISH

	 	DELTA AIR LINES, INC.
	 	4/27/2004
	 	2975726	 	 	FAN FARES

	 	DELTA AIR LINES, INC.
	 	7/26/2005
	 	2980826	 	 	DELTA CONNECTION

	 	DELTA AIR LINES, INC.
	 	8/2/2005
	 	2999167	 	 	SAVORINGS

	 	DELTA AIR LINES, INC.
	 	9/20/2005
	 	3004245	 	 	SIMPLIFARES

	 	DELTA AIR LINES, INC.
	 	10/4/2005
	 	3018887	 	 	DELTA FABRIC DESIGN

	 	DELTA AIR LINES, INC.
	 	11/29/2005
	 	3022337	 	 	DELTA FABRIC DESIGN

	 	DELTA AIR LINES, INC.
	 	12/6/2005
	 	3028534	 	 	GOOD GOES AROUND

	 	DELTA AIR LINES, INC.
	 	12/13/2005
	 	3077727	 	 	SKYPOINTS

	 	DELTA AIR LINES, INC.
	 	4/4/2006
	 	3077909	 	 	DELTA FABRIC DESIGN

	 	DELTA AIR LINES, INC.
	 	4/6/2006
	 	3094219	 	 	DART (stylized)

	 	DELTA AIR LINES, INC.
	 	5/16/2006
	 	3138714	 	 	FLYBY DESIGN

	 	DELTA AIR LINES, INC.
	 	9/5/2006
	 	2789294	 	 	SKYBONUS

	 	DELTA AIR LINES, INC.
	 	12/2/2003






 









 






EXHIBIT F-2

FORM OF SECOND LIEN PATENT SECURITY AGREEMENT




     THIS SECOND LIEN GRANT OF SECURITY INTEREST IN PATENT RIGHTS is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).



SECOND LIEN GRANT OF

SECURITY INTEREST IN PATENT RIGHTS




     This SECOND LIEN GRANT OF SECURITY INTEREST IN PATENT RIGHTS (“Agreement”), effective
as of April 30, 2007 is made by DELTA AIR LINES, INC. a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Collateral
Agent (the “Agent”) for the Second Priority Secured Parties (as defined in the Second Lien
Term Loan and Guaranty Agreement, dated as of April 30, 2007, (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”)), among the Borrower, the
Guarantors, the Agent, and GSCP, acting as administrative agent, GSCP and MERRILL LYNCH COMMERCIAL
FINANCE CORP., as co-lead arrangers and joint bookrunners, BARCLAYS CAPITAL, the investment banking
division of BARCLAYS BANK PLC, as syndication agent and as joint bookrunner, CREDIT SUISSE
SECURITIES (USA) LLC and C.I.T. LEASING CORPORATION, as co-documentation agents, and the lenders
party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to
the Borrower upon the terms and subject to the conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, the Grantors executed and delivered a Second
Lien Security Agreement, dated as of April 30, 2007, in favor of the Agent (together with all
amendments and modifications, if any, from time to time thereafter made thereto, the “Second
Lien Security Agreement”);



     WHEREAS, pursuant to the Second Lien Security Agreement, the Grantors pledged and granted to
the Agent for the benefit of the Agent and the Second Priority Secured Parties a continuing
security interest in all Intellectual Property constituting Collateral, including the Patents set
forth on Schedule A hereto; and 


     WHEREAS, the Grantors have duly authorized the execution, delivery and performance of this
Agreement;



 









 





2 




SECOND LIEN GRANT OF SECURITY INTEREST

IN PATENT RIGHTS




     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to induce the Lenders to make Loans to the Borrower pursuant to the
Credit Agreement, the Grantors agree, for the benefit of the Agent and the Second Priority Secured
Parties, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided or provided by reference in the Credit Agreement or the Second Lien Security Agreement, as
applicable.



     SECTION 2. Grant of Security Interest. The Grantors hereby pledge and grant a
continuing security interest in all of the Grantors’ right, title and interest in, to and under
Patents constituting Collateral (including, without limitation, the U.S. Patent registrations and
applications listed on Schedule A hereto) (collectively, the “Patent Collateral”), to the
Agent for the benefit of the Agent and the Second Priority Secured Parties to secure payment,
performance and observance of the Second Priority Obligations.



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors
for the purpose of recording the grant of security interest herein with the United States Patent
and Trademark Office. The security interest granted hereby has been granted to the Second Priority
Secured Parties in connection with the Second Lien Security Agreement and is expressly subject to
the terms and conditions thereof and the Intercreditor Agreement. The Second Lien Security
Agreement (and all rights and remedies of the Second Priority Secured Parties thereunder) shall
remain in full force and effect in accordance with its terms. In the event of any conflict between
the terms of this Agreement and the terms of the Second Lien Security Agreement, the terms of the
Second Lien Security Agreement shall govern.



     SECTION 4. Acknowledgment. The Grantors do hereby further acknowledge and affirm
that the rights and remedies of the Second Priority Secured Parties with respect to the security
interest in the Patent Collateral granted hereby are more fully set forth in the Credit Agreement,
the Second Lien Security Agreement and the Intercreditor Agreement, the terms and provisions of
which (including the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.



     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same original.



 









 





3 




SECOND LIEN GRANT OF SECURITY INTEREST

IN PATENT RIGHTS




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers on this 30th day of April, 2007.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	DELTA TECHNOLOGY, L.L.C.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	Accepted and Agreed to:



GOLDMAN SACHS CREDIT PARTNERS L.P.

as Collateral Agent for the Second Priority Secured Parties

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 







4 




SECOND LIEN GRANT OF SECURITY INTEREST

IN PATENT RIGHTS




SCHEDULE A




U.S. Patent Registrations and Applications




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PATENT
	 	 	 	 	 	 	APPLICATION	 	NUMBER
	 	 	 	 	 	 	NUMBER	 	GRANT
	TITLE	 	OWNER	 	COUNTRY	 	FILING DATE	 	DATE
	Method and System
for Providing
Dynamic and
Real-Time Air Travel
Information

	 	Delta Air Lines, Inc.
	 	United States
	 	09/708,890

11/08/2000
	 	7,171,369

01/30/2007
	 
	 	 	 	 	 	 	 	 
	Method and System
for Conducting a
Target Audit in High
Volume Transaction
Environment

	 	Delta Air Lines, Inc.
	 	United States
	 	09/892,604

06/27/2001
	 	6,959,287

10/25/2005
	 
	 	 	 	 	 	 	 	 
	System and Method
for Selection of
Bearings

	 	Delta Air Lines, Inc.
	 	United States
	 	10/772,713

02/05/2004
	 	6,851,202

02/08/2005
	 
	 	 	 	 	 	 	 	 
	Method and System
for
Origin-Destination
Passenger Demand
Forecast Inference

	 	Delta Air Lines, Inc.
	 	United States
	 	10/313,556

12/06/2002
	 	6,804,658

10/12/2004
	 
	 	 	 	 	 	 	 	 
	Digital Placard
Production Process

	 	Delta Air Lines, Inc.
	 	United States
	 	09/796,352

03/02/2001
	 	6,706,373

03/16/2004
	 
	 	 	 	 	 	 	 	 
	System and Method
for Selection of
Wheel Bearings

	 	Delta Air Lines, Inc.
	 	United States
	 	09/888,833

06/25/2001
	 	6,688,015

02/10/2004
	 
	 	 	 	 	 	 	 	 
	Surface Treatments
for Articles and
Vehicles

	 	Delta Air Lines, Inc.
	 	United States
	 	09/554,590

08/15/2000
	 	6,432,486

08/13/2002
	 
	 	 	 	 	 	 	 	 
	Barless Cargo
Container Cover
Combination

	 	Delta Air Lines, Inc.
	 	United States
	 	08/544,216

10/17/1995
	 	5,570,801

11/05/1996
	 
	 	 	 	 	 	 	 	 
	System and Method
for Managing Flight
Turn Time Violations

	 	Delta Air Lines, Inc.
	 	United States
	 	60/899817

02/06/2007	 	 
	 
	 	 	 	 	 	 	 	 
	Codeshare Flight
Profitability System
II

	 	Delta Air Lines, Inc.
	 	United States
	 	60/810,966

06/05/2006	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Selection of
Codeshare Routes in
a Transportation
System

	 	Delta Air Lines, Inc.
	 	United States
	 	11/543,729

10/05/2006	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Providing
Dynamic and
Real-Time Air Travel
Information

	 	Delta Air Lines, Inc.
	 	United States
	 	11/516,461

09/06/2006	 	 






 









 





5 




SECOND LIEN GRANT OF SECURITY INTEREST

IN PATENT RIGHTS







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PATENT
	 	 	 	 	 	 	APPLICATION	 	NUMBER
	 	 	 	 	 	 	NUMBER	 	GRANT
	TITLE	 	OWNER	 	COUNTRY	 	FILING DATE	 	DATE
	Method and System
for Estimating Price
Elasticity of
Product Demand

	 	Delta Air Lines, Inc.
	 	United States
	 	11/009,945

12/10/2004	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Providing
Rebooking
Information to
Passengers

	 	Delta Air Lines, Inc.
	 	United States
	 	10/835,931

04/30/2004	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Obtaining
Service Reward
Credits for a
Customer Loyalty
Program Via a Stored
Value Token

	 	Delta Air Lines, Inc.
	 	United States
	 	10/803,476

03/17/2004	 	 
	 
	 	 	 	 	 	 	 	 
	Enterprise Data Model

	 	Delta Air Lines, Inc.
	 	United States
	 	10/651,822

08/29/2003	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Rebooking a
Passenger

	 	Delta Air Lines, Inc.
	 	United States
	 	10/406,960

04/04/2003	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Implementing
Security in the
Travel Industry

	 	Delta Air Lines, Inc.
	 	United States
	 	10/366,113

02/12/2003	 	 
	 
	 	 	 	 	 	 	 	 
	System and Method
for Managing
Customer Requests

	 	Delta Air Lines, Inc.
	 	United States
	 	10/178,078

06/21/2002	 	 
	 
	 	 	 	 	 	 	 	 
	Revenue Recognition
System and Method
for Efficiently
Performing
Business-Related
Processing and
Storing of Event
Information Related
to a Transaction

	 	Delta Air Lines, Inc.
	 	United States
	 	10/099,075

03/13/2002	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System of
Forecasting
Unscheduled
Component Demand

	 	Delta Technology,
L.L.C.
	 	United States
	 	10/072,971

02/12/2002	 	 
	 
	 	 	 	 	 	 	 	 
	Exchanging
Electronic Messages
Between a Host
Computer System and
a Distributed
Computer System

	 	Delta Air Lines, Inc.
	 	United States
	 	10/038,528

01/02/2002	 	 
	 
	 	 	 	 	 	 	 	 
	Measuring Tools and
Method for
Performing
Measurements in
Mating Machine Parts

	 	Delta Air Lines, Inc.
	 	United States
	 	09/972,857

10/10/2001	 	 






 









 




6 




SECOND LIEN GRANT OF SECURITY INTEREST

IN PATENT RIGHTS






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PATENT
	 	 	 	 	 	 	APPLICATION	 	NUMBER
	 	 	 	 	 	 	NUMBER	 	GRANT
	TITLE	 	OWNER	 	COUNTRY	 	FILING DATE	 	DATE
	System and Method
for Boarding
Passengers Onto
Multiple Vehicles

	 	Delta Air Lines, Inc.
	 	United States
	 	09/968,738

09/28/2001	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Providing
Current Data to
Baggage Handlers

	 	Delta Air Lines, Inc.
	 	United States
	 	09/952,436

09/14/2001	 	 
	 
	 	 	 	 	 	 	 	 
	Method and System
for Transferring
Connecting Baggage

	 	Delta Air Lines, Inc.
	 	United States
	 	09/778,220

02/06/2001	 	 









 









 






EXHIBIT F-3

FORM OF SECOND LIEN COPYRIGHT SECURITY AGREEMENT




     THIS SECOND LIEN GRANT OF SECURITY INTEREST IN COPYRIGHT RIGHTS is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).



SECOND LIEN GRANT OF

SECURITY INTEREST IN COPYRIGHT RIGHTS




     This SECOND LIEN GRANT OF SECURITY INTEREST IN COPYRIGHT RIGHTS (“Agreement”),
effective as of April 30, 2007 is made by DELTA AIR LINES, INC. a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Collateral
Agent (the “Agent”) for the Second Priority Secured Parties (as defined in the Second Lien
Term Loan and Guaranty Agreement, dated as of April 30, 2007, (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”)), among the Borrower, the
Guarantors, the Agent, GSCP, acting as administrative agent, GSCP and MERRILL LYNCH COMMERCIAL
FINANCE CORP., as co-lead arrangers and joint bookrunners, BARCLAYS CAPITAL, the investment banking
division of BARCLAYS BANK PLC, as syndication agent and as joint bookrunner, CREDIT SUISSE
SECURITIES (USA) LLC and C.I.T. LEASING CORPORATION, as co-documentation agents, and the lenders
party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to
the Borrower upon the terms and subject to the conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, the Grantors executed and delivered a Second
Lien Security Agreement, dated as of April 30, 2007, in favor of the Agent (together with all
amendments and modifications, if any, from time to time thereafter made thereto, the “Second
Lien Security Agreement”);



     WHEREAS, pursuant to the Second Lien Security Agreement, the Grantors pledged and granted to
the Agent for the benefit of the Agent and the Second Priority Secured Parties a continuing
security interest in all Intellectual Property constituting Collateral, including the Copyrights
set forth on Schedule A hereto; and 



     WHEREAS, the Grantors have duly authorized the execution, delivery and performance of this
Agreement;



 









 





2 




SECOND LIEN GRANT OF SECURITY INTEREST

IN COPYRIGHT RIGHTS




     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to induce the Lenders to make Loans to the Borrower pursuant to the
Credit Agreement, the Grantors agree, for the benefit of the Agent and the Second Priority Secured
Parties, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided or provided by reference in the Credit Agreement or the Second Lien Security Agreement, as
applicable.



     SECTION 2. Grant of Security Interest. The Grantors hereby pledge and grant a
continuing security interest in all of the Grantors’ right, title and interest in, to and under
Copyrights constituting Collateral (including, without limitation, the U.S. Copyright registrations
and applications listed on Schedule A hereto) (collectively, the “Copyright Collateral”),
to the Agent for the benefit of the Agent and the Second Priority Secured Parties to secure
payment, performance and observance of the Second Priority Obligations.



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors
for the purpose of recording the grant of security interest herein with the United States Copyright
Office. The security interest granted hereby has been granted to the Second Priority Secured
Parties in connection with the Second Lien Security Agreement and is expressly subject to the terms
and conditions thereof and the Intercreditor Agreement. The Second Lien Security Agreement (and
all rights and remedies of the Second Priority Secured Parties thereunder) shall remain in full
force and effect in accordance with its terms. In the event of any conflict between the terms of
this Agreement and the terms of the Second Lien Security Agreement, the terms of the Second Lien
Security Agreement shall govern.



     SECTION 4. Acknowledgment. The Grantors do hereby further acknowledge and affirm
that the rights and remedies of the Second Priority Secured Parties with respect to the security
interest in the Copyright Collateral granted hereby are more fully set forth in the Credit
Agreement, the Second Lien Security Agreement and the Intercreditor Agreement, the terms and
provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.



     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same original.



 









 





3 




SECOND LIEN GRANT OF SECURITY INTEREST

IN COPYRIGHT RIGHTS




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers on this 30th day of April, 2007.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	Accepted and Agreed to:



GOLDMAN SACHS CREDIT PARTNERS L.P.

as Collateral Agent for the Second Priority Secured Parties

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 







4 




SECOND LIEN GRANT OF SECURITY INTEREST

IN COPYRIGHT RIGHTS




SCHEDULE A




U.S. Copyright Registrations and Applications




	 	 	 	 	 	 	 
	Title	 	Owner	 	Reg. No.	 	Reg. Date
	COLDSTART

	 	Delta Air Lines, Inc.
	 	TXu-945-869
	 	2/21/2001
	 
	 	 	 	 	 	 
	Guide to ROADMAP prototype

	 	Delta Air Lines, Inc.
	 	TXu-945-870
	 	2/21/2001







 











 





EXHIBIT G-1




April 30, 2007




To the Lenders, the Administrative Agent

and the Collateral Agent referred to below,

c/o Goldman Sachs Credit Partners L.P, as Administrative Agent

1 New York Plaza

New York, NY 10004




Ladies and Gentlemen:




     We have acted as special New York counsel for the Credit Parties (as defined below) in
connection with the Second Lien Term Loan and Guaranty Agreement dated as of April 30, 2007 (the
“Credit Agreement”) among Delta Air Lines, Inc., a Delaware corporation (“Delta”), DAL Global
Services, LLC, a Delaware limited liability company, DAL Moscow, Inc., a Delaware corporation,
Delta Loyalty Management Services, LLC., a Delaware limited liability company, Epsilon Trading,
LLC., a Delaware limited liability company, Kappa Capital Management, LLC, a Delaware limited
liability company, Comair Holdings, LLC, a Delaware limited liability company, and Delta Benefits
Management, Inc., a Delaware corporation (together with Delta, the “Delaware Credit Parties”),
Crown Rooms, Inc., a New York corporation (the “New York Credit Party”), the other subsidiaries of
Delta listed on Schedule A hereto (the “Other Credit Parties” and, together with the Delaware
Credit Parties and the New York Credit Party, the “Credit Parties”), the Lenders listed therein
(the “Lenders”), Goldman Sachs Credit Partners L.P., as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the
Lenders, Goldman Sachs Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as Co-Lead
Arrangers and Joint Bookrunners, Barclays Capital, as Syndication Agent and Joint Bookrunner, and
Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as Co-Documentation Agents.
This opinion is being delivered to you pursuant to Section 4.01(i)(ii) of the Credit Agreement.
Terms used (but not defined) herein have the meanings assigned to them in the Credit Agreement.



     We have reviewed executed copies of:




     (a) the Credit Agreement;













 






     (b) the Second Lien Pledge Agreement dated as of April 30, 2007 among the Credit
Parties and the Collateral Agent (the “Pledge Agreement”);




     (c) the Second Lien Security Agreement dated as of April 30, 2007 among the Credit
Parties and the Collateral Agent (the “Security Agreement”);




     (d) the Second Lien Slot, Gate and Route Security and Pledge Agreement dated as of
April 30, 2007 made by Delta and Comair, Inc., an Ohio corporation (“Comair”), to the
Collateral Agent (the “Slot, Gate and Route Agreement”);




     (e) the Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement dated as of April 30, 2007 among Delta, Comair, Inc. and the Collateral Agent
(the “Aircraft Mortgage”);




     (f) the Intercreditor Agreement dated as of April 30, 2007 among the Credit Parties,
the Collateral Agent and Goldman Sachs Credit Partners L.P., as collateral agent for the
Second Priority Secured Parties described therein (the “Intercreditor Agreement”);




     (g) the form of the Uniform Commercial Code financing statement attached hereto as
Exhibit A with respect to the New York Credit Party (the “New York Financing Statement”);




     (h) the Debtors’ Joint Plan of Reorganization dated April 25, 2007 (the “Plan of
Reorganization”) pursuant to Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”) as filed with the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”) by Delta; and




     (i) the Order of the Bankruptcy Court dated April 25, 2007 confirming the Plan of
Reorganization pursuant to Section 1129 of the Bankruptcy Code as entered by the
Bankruptcy Court on April 25, 2007 (the “Confirmation Order”).



     The documents listed in items (a) through (f) above are sometimes hereinafter referred to as the
“Credit Documents.” The documents listed in items (b) through (e) above are sometimes hereinafter
referred to as the “Collateral Documents.”



     We have examined, among other things, originals or copies certified or otherwise identified to
our satisfaction as being true copies of such records, documents or other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions expressed below. As to
factual matters we have, with your consent, relied upon statements, certificates and other
assurances of



2









 







public officials and of officers and other representatives of the Credit Parties and upon such
other certificates as we have deemed appropriate and upon the representations and warranties made
in or pursuant to the Credit Documents and the other documents referred to therein, which factual
matters have not been independently established or verified by us.



     Based on the foregoing, and subject to the assumptions and qualifications set forth below, we
are of the opinion that:



     1. Each of the Delaware Credit Parties is a corporation (or limited liability company, as
applicable) validly existing and in good standing under the laws of the State of Delaware. The New
York Credit Party is a corporation validly existing and in good standing under the laws of the
State of New York.



     2. The execution, delivery and performance by each Delaware Credit Party and the New York
Credit Party of each Credit Document to which it is a party are within its corporate (or limited
liability company, as applicable) powers and have been duly authorized by all necessary corporate
(or limited liability company, as applicable) action. Each Delaware Credit Party and New York
Credit Party has duly executed and delivered each Credit Document to which it is a party.



     3. The execution, delivery and performance by each Credit Party of each Credit Document to
which it is a party (a) require no action by or in respect of, or filing with, any governmental
body, agency or official under United States federal or New York State law (other than filings and
recordings to perfect security interests granted, filings required to be made within the United
States Patent and Trademark Office or the United States Copyright Office, and any action, filing or
recording required to be made with the Federal Aviation Administration), (b) comply with the
requirements of the Confirmation Order and the Plan of Reorganization and (c) do not contravene any
provision of (i) applicable United States federal or New York State law or regulation, the Delaware
General Corporation Law or the Delaware Limited Liability Company Act, in each case that in our
experience is normally applicable to entities engaging in transactions of the type contemplated by
the Credit Documents without regard to any other activities or business of such entities, (ii) the
certificate of incorporation or by-laws or other constitutive documents of any Delaware Credit
Party or New York Credit Party or (iii) the Confirmation Order or the Plan of Reorganization.



     4. Each Credit Document constitutes a valid and binding obligation of each Credit Party party
thereto enforceable against such Credit Party in accordance with its terms.



     5. Each of the Collateral Documents is effective to create, in favor of the Collateral Agent
for the benefit of the First Priority Secured Parties, as security for the First Priority
Obligations, a valid security interest (the “Security



3









 







Interest”) in the pledgors’ right, title and interest in that portion of the relevant
Collateral (the “New York Collateral”) described therein in which a security interest may be
created pursuant to Article 9 of the Uniform Commercial Code as in effect in the State of New York
on the date hereof (the “UCC”).



     6. To the extent that the filing of a Uniform Commercial Code financing statement in the State
of New York is effective under the UCC to perfect a security interest in the New York Collateral,
the Security Interest in the New York Collateral of the New York Credit Party will be perfected
upon the filing of a Uniform Commercial Code financing statement in the form of the New York
Financing Statement in the filing office located in the State of New York that is indicated
thereon, except that (a) continuation statements with respect to the New York Financing Statement
must be filed within the period of six months prior to the expiration of five years from the date
of the filing of the New York Financing Statement and any such continuation statement and (b)
additional filings may be necessary if the New York Credit Party changes its name or its “location”
(as defined in Section 9-307 of the UCC).



     7. The Aircraft Mortgage is effective to create, in favor of the Collateral Agent for the
benefit of the First Priority Secured Parties, as security for the First Priority Secured
Obligations, a security interest in the Collateral in which it purports to create a security
interest, the perfection and rank thereof being subject to the due filing and recording of the
Aircraft Mortgage with the Federal Aviation Administration in accordance with Title 49 of the
United States Code (the “Transportation Code”).



     8. Assuming that the certificates evidencing the Pledged Equity Interests (as defined in the
Pledge Agreement) and instruments evidencing the pledged Indebtedness, in each case listed on
Schedule I to the Pledge Agreement and in each case indorsed by an appropriate person in blank or
accompanied by instruments of transfer or assignment in blank duly executed by an appropriate
person, have been delivered on or prior to the date hereof to the Collateral Agent or the First
Lien Collateral Agent, and have been continuously held by such collateral agent since such
delivery, in each case in the State of New York, (a) the Security Interest in such Pledged Equity
Interests and such pledged Indebtedness is perfected and (b) such collateral agent has, for the
benefit of the Second Priority Secured Parties, control (within the meaning of Section 8-106 of the
UCC) of such Pledged Equity Interests and pledged Indebtedness.



     9. The New York Financing Statement is in appropriate form for filing in the filing office
located in the State of New York that is indicated thereon.



     10. The Loans to be made on the date hereof and the application of the proceeds thereof as
contemplated by the Credit Agreement do not violate Regulation U or X of the Board of Governors of
the Federal Reserve System.



4









 





     11. None of the Credit Parties is required to register as an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.



     The foregoing opinions are subject to the following qualifications:




     (a) Our opinions in paragraphs 4-8 above are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and equitable principles
of general applicability.




     (b) We express no opinion as to the effect of fraudulent conveyance, fraudulent
transfer or similar provisions of applicable law on the conclusions expressed above
(including Section 548 of the Bankruptcy Code).




     (c) We express no opinion as to the effect (if any) of any law of any jurisdiction
(except the State of New York) in which any Lender is located that may limit the rate of
interest that such Lender may charge or collect.




     (d) We express no opinion as to provisions in the Credit Documents that purport to
(i) indemnify any Person for its own gross negligence or willful misconduct or (ii) confer
upon any Person the right to require specific performance or to receive liquidated
damages.




     (e) We express no opinion as to provisions in the Credit Documents that purport to
create rights of set-off in favor of participants or that provide for set-off to be made
otherwise than in accordance with applicable laws.




     (f) We express no opinion as to provisions in the Credit Documents that purport to
waive objections to venue, claims that a particular jurisdiction is an inconvenient forum
or the like. We note that the selection of New York State or United States federal courts
sitting in New York City contained in the Credit Documents as the venue for proceedings
relating to the Credit Documents is subject to the power of such courts to transfer
actions pursuant to 28 U.S.C. Section 1404(a).




     (g) We express no opinion as to whether a United States federal court would have
subject-matter or personal jurisdiction over a controversy arising under the Credit
Documents.




     (h) We express no opinion as to the right, title or interest of any Credit Party in
or to any collateral or the value given therefor.




     (i) Except as expressly set forth in paragraphs 5-8 above, we express no opinion as
to the creation, attachment, perfection or priority of



5









 







any security interest, and we express no opinion as to the accuracy of any
description of any commercial tort claim or any Lien on any commercial tort claim, whether
now existing or arising after the date hereof.




     (j) We note the possible unenforceability in whole or in part of certain remedial
provisions of, and waivers contained in, the Collateral Documents, although the inclusion
of such provisions does not render any of the Collateral Documents invalid and, subject,
to the extent applicable, to Section 9-408(c) of the UCC, each of the Collateral Documents
contains, in our judgment, adequate remedial provisions for the practical realization of
the rights and benefits afforded thereby. In addition, we note that any foreclosure or
other exercise of remedies by the Collateral Agent or the Administrative Agent may require
additional approvals and consents that have not been obtained from regulators and from
lenders to, and suppliers, customers or other contractual parties of, the Credit Parties
and failure to obtain such approval or consent could result in a default by, or a breach
of agreement or other legal obligations of, the Credit Parties.




     (k) We express no opinion as to any security interest in proceeds of any Collateral
other than in compliance with, and subject to the limitations set forth in, Section 9-315
of the UCC. In addition, we express no opinion as to (i) the effect, if any, of the
United States Assignment of Claims Act, as amended, or any similar state law, rule or
regulation, (ii) the creation or perfection of any security interest in insurance except
to the extent such insurance constitutes proceeds of Collateral, (iii) the perfection of
any security interest in vehicles covered by a certificate of title law of any state or
(iv) any Collateral that constitutes fixtures.




     (l) We express no opinion on the effectiveness of any service of process made other
than in accordance with applicable law.




     (m) We express no opinion as to any matters covering federal aviation law or any
similar state or federal laws, rules or regulations.




     (n) We express no opinion as to the creation, perfection, existence or enforcement of
any security interest in any FAA Slots, Routes, Gate Interests, Foreign Slots or
Supporting Route Facilities, except to the extent that (i) the creation, perfection,
existence or enforcement of such security interest is governed by the UCC and (ii) such
matters are expressly addressed in paragraphs 5 and 6 above.




     (o) We express no opinion as to any security interest in any trademarks, copyrights,
patents or other intellectual property collateral, except to the extent that (i) the
creation, perfection, existence or enforcement of such security interest is governed by
the UCC and (ii) such matters are expressly addressed in paragraphs 5 and 6 above.



6









 






     (p) We express no opinion as to any contract, agreement, instrument or undertaking
authorized or contemplated by the Confirmation Order or the Plan of Reorganization other
than the Credit Documents as expressly set forth herein.



     We have reviewed the docket of the Clerk of the Bankruptcy Court in the Cases (the “Docket”).
The Confirmation Order has been entered on the Docket, and as of 8:00 a.m. (New York City time) on
the date hereof, no order amending or motion seeking to amend the Confirmation Order or motion or
notice to stay, reverse, vacate or appeal the Confirmation Order has been entered on the Docket.



     The foregoing opinion is limited to the laws of the State of New York, the General Corporation
Law, the Delaware Limited Liability Company Act and the federal laws of the United States of
America. In expressing the foregoing opinions, we have as to all matters of aviation law
(including the Transportation Code) relied without independent investigation on the opinion of
Daugherty, Fowler, Peregrin & Haught, P.C., a copy of which has been delivered to you today, and
our opinion is subject in all respects to the assumptions, qualifications and exceptions contained
in such opinion.



     In giving the foregoing opinion, we have assumed, without independent investigation, that (i)
all parties have been duly organized and (other than the Delaware Credit Parties and the New York
Credit Party) are validly existing and in good standing under the laws of their relevant states of
formation, (ii) that all documents, agreements and instruments have been duly authorized, executed
and delivered by all parties thereto (other than the Delaware Credit Parties and the New York
Credit Party), (iii) that all such parties (other than the Delaware Credit Parties and the New York
Credit Party) had the power and legal right to execute, deliver and perform all such documents,
agreements and instruments, (iv) the execution, delivery and performance of the Credit Documents by
the parties thereto does not require any action by or in respect of, or filing with, any
governmental body, agency or official (except with respect to the Credit Parties under New York
State or United States federal law), and do not and will not violate or constitute a default under
any provision of applicable law or regulation (except with respect to the Credit Parties under New
York State or United States federal law, the Delaware General Corporation Law and the Delaware
Limited Liability Company Act that in our experience is normally applicable to entities engaging in
transactions of the type contemplated by the Credit Documents without regard to any other
activities or business of such entities), or any organizational document of the parties (except for
the Delaware Credit Parties and the New York Credit Party) or any undertaking, judgment,
injunction, order or decree to which any of the parties are a party or by which any of the parties
are bound, (v) that such documents, agreements and instruments are (other than with respect to the
Credit Parties) valid and binding obligations of such parties enforceable against such parties in
accordance with their terms, (vi) the genuineness of all signatures, (vii) the authenticity of all
documents submitted to



7









 







us as originals, (viii) the conformity with originals of all documents submitted to us as
certified, reproduction or facsimile copies and (ix) the legal competency of all individuals who
executed documents or who purported to act in connection with matters addressed in the opinions
expressed above.



     This opinion is delivered to you by us as special New York counsel to the Credit Parties,
solely in their capacities as Borrower or Guarantor under the Credit Agreement.



     This opinion is delivered to you in connection with the Credit Agreement. This opinion may not
be relied upon by you for any other purpose or relied upon by any other person without our prior
written consent, except that any Person that becomes a Lender in accordance with the provisions of
the Credit Documents may rely upon this opinion as if it were specifically addressed and delivered
to such Person on the date hereof. We assume no obligation to advise you or any other Person or
entity of any changes concerning the above, whether or not deemed material, which may hereafter
come or be brought to our attention, including but not limited to, changes which could result from
pending or future legislation, law or jurisprudence.



Very truly yours,




8









 





EXHIBIT G-1




Schedule A




Other Credit Parties




ASA Holdings, Inc., a Georgia corporation




Comair, Inc., an Ohio corporation




Comair Services, Inc., a Kentucky corporation




Delta AirElite Business Jets, Inc., a Kentucky corporation




Delta Connection Academy, Inc., a Florida corporation




Delta Technology, LLC, a Georgia limited liability company





 









 








EXHIBIT G-1




Exhibit A




New York Financing Statement





 











 





EXHIBIT G-2




Suite 1400 699 Broad St.

Augusta GA 30901-1453




mailing address:

PO Box 2043

Augusta GA 30903-2043

t 706 724 2622 f 706 722 0219

www.KilpatrickStockton.com




			
	 	 	 
	 
	 	direct dial 404 815 6159
	 
	 	direct fax 404 541 3192
	April 30, 2007
	 	CBrazell@KilpatrickStockton.com






Goldman Sachs Credit Partners L.P., as

Administrative Agent,

on behalf of itself and the other Lenders

party to the Credit Agreement referred to below





	 	RE:	 	Second Lien Term Loan And Guaranty Agreement dated as of April 30, 2007 (the
“Credit Agreement”) by and among Delta Air Lines, Inc., the Guarantors
signatory to the Credit Agreement, Goldman Sachs Credit Partners L.P., for itself, as
Lender, as administrative agent (in such capacity, the “Administrative Agent”)
and collateral agent (in such capacity, the “Collateral Agent”) for the
Lenders, and the other Lenders signatory thereto from time to time.





Ladies and Gentlemen:




            
This opinion is furnished pursuant to Section 4.01 of the Credit Agreement.
Capitalized terms used herein which are not otherwise defined herein shall have the respective
meanings set forth or referred to in the Credit Agreement.




            
We have acted as counsel for Delta Technology, LLC, a Georgia limited liability company and
ASA Holdings, Inc., a Georgia corporation (the “Opinion Parties”), in connection with the
preparation, negotiation, execution and delivery of the following documents:





	 	(i)	 	the Credit Agreement;
	 
	 	(ii)	 	the Second Lien Pledge Agreement, dated as of April 30, 2007 (the “Pledge
Agreement”);
	 
	 	(iii)	 	the Second Lien Security Agreement, dated as of April 30, 2007 (the
“Security Agreement”); and
	 
	 	(iv)	 	the Uniform Commercial Code financing statements described on Schedule
1 attached hereto naming each of the Opinion Parties as debtors and the Collateral





 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 2





	 	 	 	Agent as secured party (the “Financing Statements”) to be filed in the
filing office described on Schedule 1 attached hereto (the “Filing
Office”).





            
The documents listed in clauses (i) through (iii) being hereinafter referred to collectively
as the “Documents”.




            
In connection with this opinion, we have examined and relied on executed originals of the
Documents and on the factual matters contained in the following certificates or Documents relating
to each of the Opinion Parties:





	 	(a)	 	Certificate of the Secretary or Assistant Secretary, as appropriate, of each of
the Opinion Parties, dated as of the date hereof, respecting (i) the Articles of
Incorporation and Bylaws, or the Articles of Organization and Operating Agreement, as
applicable, of each of the Opinion Parties, and (ii) the authorizing resolutions
adopted by the Board of Directors or Managers (or duly constituted committee of the
Board of Directors or Managers), as applicable, of each of the Opinion Parties;
	 
	 	(b)	 	Supporting Certificates of each of the Opinion Parties dated as of the date
hereof, copies of which are attached hereto as Exhibit A and Exhibit B
(the “Supporting Certificates”); and
	 
	 	(c)	 	The certificates of good standing/existence of each of the Opinion Parties
which are listed on Schedule 2 attached hereto.





            
Whenever any opinion or confirmation of fact set forth in this opinion letter is qualified by
the words “to our knowledge”, “known to us” or other words of similar meaning, such words mean the
current awareness by lawyers in the Primary Lawyer Group (defined below) of factual matters such
lawyers recognize as being relevant to the opinion or confirmation so qualified. “Primary
Lawyer Group” means Cindy A. Brazell, Candace Fowler and Clinton E. Dye, III. Except as may be
expressly described herein, we have not undertaken any investigation to determine the existence or
absence of facts and no inference as to our knowledge of the existence or absence of facts should
be drawn from our serving as outside counsel for each of the Opinion Parties.




            
As to various factual matters that are material to our opinions set forth herein, we have
relied on the representations and warranties of each of the Opinion Parties set forth in the
Documents and the Supporting Certificates. We also have relied on certificates of or telephone
confirmations from public officials. We have not independently verified, nor do we assume any
responsibility for, the factual accuracy or completeness of any such representations, warranties,
statements or certificates.




 









 








Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 3




          Moreover, our review of the Documents was conducted, and our opinions thereon are rendered,
only as of the dates of execution, delivery and effectiveness of the same as indicated hereinabove,
and we have not undertaken any investigation to determine the continued existence or absence of any
facts upon which such Documents or opinions are predicated.




          In rendering this opinion, we have assumed, with your permission and without independent
investigation or inquiry: (1) the genuineness of all signatures (including those of the Opinion
Parties) on, and authenticity of, all Documents submitted to us as originals and the conformity to
original documents of all Documents submitted to us as copies; (2) that all the parties to the
Documents (including the Opinion Parties) have all requisite power and authority to enter into and
perform their respective obligations under the Documents; (3) the due authorization, execution and
delivery of all Documents by all parties thereto (including the Opinion Parties), (4) that no
agreements and terms relating to the transaction contemplated by the Documents (the
“Transaction”) exist except those expressed in the Documents; and (5) that the Documents
constitute the binding obligations of the parties thereto (including the Opinion Parties), and each
party thereto (including the Opinion Parties) has all requisite power and authority to perform its
obligations thereunder.




          We also have assumed, with your permission and without independent investigation or inquiry,
the following:




          (1) Each of the Opinion Parties has, before or concurrently with the execution and delivery of
the Security Agreement, rights in the Collateral covered by the Security Agreement, or the power to
transfer rights in such Collateral to a secured party, including that portion of such Collateral
which constitutes personal property (other than fixtures) of a type (i) in which a security
interest may be granted and perfected under the provisions of Article 9 of the Uniform Commercial
Code as in effect in the State of Georgia (the “State”) on this date (the “UCC”),
and (ii) as to which federal law has not preempted the UCC with respect to the validity,
enforceability, or perfection of security interests therein (such portion of such Collateral as
described in clauses (i) and (ii) of this paragraph being herein collectively called the “UCC
Collateral”);




          (2) The descriptions of the Collateral contained in the Security Agreement and the Financing
Statements reasonably identify such Collateral, except to the extent that the Collateral is
described by reference to the types of Collateral defined in the UCC (other than commercial tort
claims);




          (3) Each of the Opinion Parties is duly organized under the laws of the State of Georgia, and
the Secretary of State of the State of Georgia maintains a public record showing each of the
Opinion Parties to be so organized;




 









 








Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 4




          (4) The Financing Statements set forth: (a) the correct mailing address for each of the
Opinion Parties; and (b) the correct legal name and address of the Agent from which information
concerning the security interest to be perfected thereby may be obtained;




          (5) Each party has acted in good faith and without notice of any defense against the
enforcement of rights created by, or adverse claim to any property transferred as a part of, the
Transaction;




          (6) Each natural person acting on behalf of any party to the Transaction has sufficient legal
competency to carry out such person’s role in the Transaction;




          (7) Each party will act in accordance with the terms and conditions of the Documents and in
accordance with any requirements of good faith or fairness under applicable law;




          (8) No discretionary act of the Opinion Parties or on behalf of the Opinion Parties will be
taken after the date of this opinion if such act might result in a violation of law or breach or
default under any agreement, decree, writ, judgment or court order;




          (9) Each of the Credit Agreement and the Security Agreement to which each of the Opinion
Parties is a party has been duly authorized, executed and delivered by each of the Opinion Parties,
and each of the Credit Agreement and the Security Agreement to which each of the Opinion Parties is
a party constitutes the legal, valid and binding obligation of each of the Opinion Parties,
enforceable against each of the Opinion Parties in accordance with its respective terms;




          (10) Each of the Opinion Parties is validly existing and in good standing under the laws of
the State of Georgia. Each of the Opinion Parties has full corporate power and authority to own
its assets as known to us and conduct the businesses in which it is now engaged as known to us and
has full corporate power and authority to enter into each Document to which it is a party and to
perform its obligations thereunder;




          (11) Each of the Documents to which each of the Opinion Parties is a party has been duly
authorized, executed and delivered by each of the Opinion Parties;




          (12) There has been no mutual mistake of fact or fraud, undue influence or duress in
connection with the Transaction or the Documents; and




          (13) The Opinion Parties have received value under the Credit Agreement.




          We have also made such investigations of law as we have deemed necessary as the basis for the
opinions expressed herein.




 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 5




          Based on the foregoing, and subject to the exceptions and qualifications set forth below, it
is our opinion that:




          1. The execution and delivery by each of the Opinion Parties of the Documents to which it is a
party do not, and if each of the Opinion Parties was now to perform its respective obligations
thereunder such performance would not: (i) result in any violation of any existing Georgia
constitution, statute, regulation, rule, order or law to which it or its properties are bound; (ii)
violate any judicial or administrative decree, writ, judgment or order in the State of Georgia to
which, to our knowledge, either of the Opinion Parties or any of its respective properties are
subject; or (iii) require the consent or approval of, or any filing or registration with, any
Governmental Authority in the State of Georgia other than (a) the filing of the Financing
Statements, (b) those which have been obtained, and (c) any consents, approvals or filings required
in connection with the exercise by the Collateral Agent of certain remedies under the Documents to
the extent required pursuant to the terms thereof.




          2. The Security Agreement is effective under the laws of the State of Georgia to create a
valid security interest in favor of the Collateral Agent, for the benefit of the Second Priority
Secured Parties, in all right, title and interest of each of the Opinion Parties with respect to
the UCC Collateral. Upon the filing of the Financing Statements in the Filing Office, together
with the payment of any required filing fees, the Collateral Agent’s security interest in the UCC
Collateral will be perfected in that portion of the UCC Collateral as to which a security interest
may be perfected by the filing of a financing statement under the UCC.




          Our opinions set forth above are subject to the following qualifications:




          A. Our opinions herein are limited to (i) the laws of the State of Georgia, (ii) any
applicable federal laws of the United States, and (iii) Article 9 of the UCC as in effect on this
date in the State of Georgia. We note that the Documents purport to be governed by the laws of the
State of New York. In rendering the opinions set forth herein, we have assumed, with your consent,
that the Documents were governed by the internal laws of Georgia (without giving effect to its
conflict of laws rules).




          B. Our opinion is subject to the following additional exceptions, assumptions and
qualifications: (i) we note that the perfection and priority of the Collateral Agent’s security
interest under the Security Agreement in any proceeds of any of the UCC Collateral covered thereby
may be limited under Section 9-315 of the UCC, and we also note that Section 552 of the U.S.
Bankruptcy Code limits the extent to which property acquired by a debtor after commencement of a
case under the U.S. Bankruptcy Code may be subject to a security interest arising under a security
agreement entered into by the debtor prior to the commencement of such case; (ii) we express no
opinion with respect to the perfection of the security interests created under the Security
Agreement in such of the Collateral covered thereby which constitutes




 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 6



property of a type in which a security interest must be perfected under the UCC other than by
the filing of a UCC financing statement in the State; (iii) we express no opinion with respect to
the perfection of any security interest in any Collateral consisting of goods that are or are to
become fixtures, standing timber to be cut, farm products, consumer goods, as-extracted collateral,
or goods covered by certificate of title; (iv) we call your attention to the fact that the
perfection of a security interest perfected by the filing of a financing statement in the State
will be terminated (1) pursuant to Section 9-507(c) of the UCC, as to any property covered thereby
which is acquired by a debtor more than four months after such debtor so changes its name as to
make the financing statement seriously misleading unless an amendment to the financing statement
which renders the financing statement not seriously misleading is filed before the expiration of
such four-month period, (2) pursuant to Section 9-316 of the UCC, four months after a debtor
changes its location, which, for a “registered organization” (as such term is defined in the UCC),
includes becoming organized under the laws of a state other than its state of incorporation, and
(3) pursuant to Section 9-316, one year after the transfer of any UCC Collateral by the debtor to a
person that thereby becomes a debtor and is located in another jurisdiction, including without
limitation any merger or consolidation of the debtor into another person, unless such security
interest becomes perfected under the laws of such other jurisdiction prior to such termination; (v)
we express no opinion as to the validity, perfection or priority of the security interest with
respect to any UCC Collateral in the possession of the Opinion Party on a “sale on approval” basis
or a “consignment” basis; and (vi) we note that, under Section 9-515 of the UCC, in order to
continue the perfection of a secured party’s security interest, a continuation statement with
respect to the financing statement must be filed within the period of six months prior to the
expiration of five years from the date of filing the financing statement. We call your attention
to the fact that any security interest created under the Security Agreement in any of the
Collateral consisting of accounts, chattel paper or general intangibles may be subject to the
rights, claims or defenses of the account debtor obligated thereon and to the terms of any
applicable agreement between the applicable Opinion Party and such account debtor.




          C. We have not examined title to, and we express no opinion herein with respect to each
Opinion Party’s title to, any of the property covered by any of the Documents. Except to the
extent expressly stated in paragraph 2 above, we express no opinion herein with respect to the
validity, enforceability, perfection or priority of the Collateral Agent’s Liens under any of the
Documents.




          D. The opinions expressed in paragraph 2 above are subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting the rights of creditors,
including the United States Bankruptcy Code in its entirety. We express no opinion in the
paragraph 2 with respect to the effect of general principles of equity, whether applied by a court
of law or equity, including the following concepts:




 









 








Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 7





	 	(i)	 	principles governing the availability of specific
performance, injunctive relief or other judicial or equitable remedies;
	 
	 	(ii)	 	principles affording traditional equitable defenses
(e.g., waiver, laches and estoppel);
	 
	 	(iii)	 	good faith and fair dealing;
	 
	 	(iv)	 	reasonableness;
	 
	 	(v)	 	materiality of the breach;
	 
	 	(vi)	 	impracticality or impossibility of performance;
	 
	 	(vii)	 	the effect of obstruction, failure to perform or
otherwise to act in accordance with an agreement by any person other
than an Opinion Party;
	 
	 	(viii)	 	the effect of Section 1-102(3) of the UCC; and
	 
	 	(ix)	 	unconscionability.





          E. We express no opinion herein with respect to subsection (i) in paragraph 1 above with
respect to the Pledge Agreement.




          F. This letter speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretation. We undertake no responsibility to
update or supplement this letter after the date hereof.




 









 








Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 8




          This letter has been delivered solely for the benefit of the Administrative Agent and the
Lenders pursuant to Section 4.01 of the Credit Agreement thereto and may not be relied upon
by any other person or entity or for any other purpose without our express written permission;
provided that this opinion may be furnished to bank regulatory authorities or Persons that become
an Agent or Lender in accordance with the provisions of the Loan Documents or as required by any
Governmental Authority or pursuant to the legal process. We expressly disclaim any duty to update
this letter in the future in the event there are any changes in relevant fact or law that may
change or otherwise affect any of the opinions or confirmations expressed herein.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	 	 
	 	 	Cindy A. Brazell, a Partner 	 
	 	 	 	 
	 




 









 








Schedule 1




FILING OFFICE




	 	 	 
	Name of Debtor	 	UCC Filing Office
	Delta Technology, LLC

	 	Office of the Clerk of the Superior Court of any
county in the State of Georgia
	ASA Holdings, Inc.

	 	Office of the Clerk of the Superior Court of any
county in the State of Georgia







 









 








Schedule 2




CERTIFICATES OF GOOD STANDING FOR THE OPINION PARTIES




	 	 	 	 	 
	 	 	State of Issuance of Good	 	Date of Good Standing
	 	 	Standing Certificate	 	Certificate
	Delta Technology, LLC

	 	Georgia
	 	04/16/2007
	ASA Holdings, Inc.

	 	Georgia
	 	04/16/2007







 









 








Exhibit A




SUPPORTING CERTIFICATE




     The undersigned, E. Alan Arnold, in his capacity as Secretary of Delta Technology, LLC, a
Georgia limited liability company (the “Opinion Party”), has executed this Certificate in
connection with the legal opinion (the “Opinion”) to be rendered by Kilpatrick Stockton LLP
pursuant to Section 4.01 of that certain Second Lien Term Loan And Guaranty Agreement,
dated as of April 30, 2007, among Delta Air Lines, Inc., the Guarantors signatory to the Credit
Agreement, Goldman Sachs Credit Partners L.P., for itself, as Lender, as administrative agent (in
such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral
Agent”) for the Lenders, and the other Lenders signatory thereto from time to time (the “Credit
Agreement”). The undersigned authorizes Kilpatrick Stockton LLP to rely on the matters set
forth in this Certificate in rendering the Opinion. This Certificate may not be relied on by any
person other than Kilpatrick Stockton LLP or such Agents, the Collateral Agent, and their
respective counsel, or for any purpose other than the credit transactions contemplated by the
Credit Agreement without the express prior written consent of the undersigned. Capitalized terms
used in this Certificate shall have the meanings set forth or referred to in the Opinion unless
otherwise defined herein.



     Whenever any statement herein with reference to the existence or absence of any facts is
indicated to be based on the undersigned’s knowledge or awareness, it is intended to signify that
such indication is to the best of his present knowledge obtained during the general and ordinary
course of exercising his duties as Secretary of the Opinion Party. The undersigned has not
undertaken any independent investigation to determine the existence or absence of such facts and no
inference as to his knowledge of the existence or absence of such facts should be imputed to him or
drawn from his serving as Secretary of the Opinion Party.



     The undersigned knows of no reason why he, Kilpatrick Stockton LLP, the Lenders, and the
Administrative Agent are not justified in relying on the representations and warranties given on
the Closing Date by the Opinion Party in the Credit Agreement or any other Document and the
certificates of the various officers of the Opinion Party furnished on the Closing Date in
connection therewith, and the undersigned authorizes Kilpatrick Stockton LLP to rely thereon.



     Subject to the foregoing, the undersigned, in his representative capacity as Secretary of the
Opinion Party, hereby certifies, that:



          1. The undersigned is familiar with the Transaction and other factual matters described in the
Opinion, and has made such investigations and inquiries, including, without limitation, of
personnel and employees of the Opinion Party having familiarity with the Transaction and such
factual matters, as the undersigned deemed appropriate to enable the undersigned to execute and
deliver this Certificate.




 









 








Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 2




          2. The Opinion Party has at all material times had a registered Agent and office in the state
of its incorporation and has notified the Secretary of State of such state of any change in its
registered Agent or registered office or any resignation of its registered Agent or any
discontinuation of its registered office, and the Opinion Party has not received any notice from
such Secretary of State of any determination that any grounds exist for administratively dissolving
the Opinion Party, and the Opinion Party has received notice of the commencement of any proceeding
to judicially dissolve the Opinion Party, and neither the managers nor the members of the Opinion
Party have taken any action with respect to the dissolution of the Opinion Party, and the Opinion
Party has not filed any notice of intent to dissolve with such state.




          3. Neither the execution or delivery by the Opinion Party of, nor performance by the Opinion
Party of its obligations under, the Documents (a) does or will conflict with, violate or constitute
a breach of (i) the Articles of Organization or Operating Agreement of the Opinion Party, (ii) any
laws, rules or regulations applicable to the Opinion Party, (iii) any contract or other agreement
to which the Opinion Party is a party or by which any of its properties is bound, (iv) any
judgment, writ, determination, order, decree or arbitral award to which the Opinion Party is a
party or by which the Opinion Party or any of its properties is bound, (b) requires the consent of,
notice to, license from or filing with any governmental authority which has not been duly obtained
or made on or prior to the date hereof (other than such filings as may be necessary in order to
perfect any of the Liens of the Collateral Agent or the Agents under the Documents), or (c) does or
will result in the creation or imposition of any lien, pledge, charge or encumbrance of any nature
upon or with respect to any of the properties of the Opinion Party (other than any Liens of the
Collateral Agent and the Agents under the Documents).




          4. There is no material litigation or other proceeding against the Opinion Party or any of its
properties which is pending or overtly threatened by written communication to the Opinion Party.




          5. The undersigned has reviewed the Opinion and, with respect to the factual statements and
assumptions set forth in the Opinion, hereby certifies that (i) each factual statement or
assumption contained therein relating to the Opinion Party is, to the best of the undersigned’s
knowledge, true and correct and does not fail to state a material fact the omission of which makes
the statement or assumption as it appears incomplete or misleading, and (ii) with respect to
factual statements or assumptions contained therein which relate to parties to the Transaction
discussed therein other than the Opinion Party, while the undersigned expressly disclaims any
certification hereby as to the truth, correctness or completeness of such other statements or
assumptions, based on the undersigned’s participation in the Transaction, the undersigned does not
have actual knowledge that the statements or assumptions contained




 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 3



therein relating to parties other than the Opinion Party are untrue, incorrect or incomplete so as
to be misleading.




          6. The Opinion Party is a limited liability company in good standing under the laws of the
State of Georgia.




          7. There are no proceedings, pending or threatened, against the Opinion Party which call into
question the validity or enforceability of any Document or any document delivered in connection
therewith, or any action to be taken in connection with the transactions contemplated thereby.




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Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 4




     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 30th
day of April, 2007.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	E. Alan Arnold 	 
	 	 	Title:  	Secretary 	 
	 




 









 








Exhibit B




SUPPORTING CERTIFICATE





     The undersigned, Alan T. Rosselot, in his capacity as Assistant Secretary of ASA Holdings,
Inc., a Georgia corporation (the “Opinion Party”), has executed this Certificate in
connection with the legal opinion (the “Opinion”) to be rendered by Kilpatrick Stockton LLP
pursuant to Section 4.01 of that certain Second Lien Term Loan And Guaranty Agreement,
dated as of April 30, 2007, among Delta Air Lines, Inc., the Guarantors signatory to the Credit
Agreement, Goldman Sachs Credit Partners L.P., for itself, as Lender, as administrative agent (in
such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral
Agent”) for the Lenders, and the other Lenders signatory thereto from time to time (the “Credit
Agreement”). The undersigned authorizes Kilpatrick Stockton LLP to rely on the matters set
forth in this Certificate in rendering the Opinion. This Certificate may not be relied on by any
person other than Kilpatrick Stockton LLP or such Agents, the Collateral Agent, and their
respective counsel, or for any purpose other than the credit transactions contemplated by the
Credit Agreement without the express prior written consent of the undersigned. Capitalized terms
used in this Certificate shall have the meanings set forth or referred to in the Opinion unless
otherwise defined herein.



     Whenever any statement herein with reference to the existence or absence of any facts is
indicated to be based on the undersigned’s knowledge or awareness, it is intended to signify that
such indication is to the best of his present knowledge obtained during the general and ordinary
course of exercising his duties as Assistant Secretary of the Opinion Party. The undersigned has
not undertaken any independent investigation to determine the existence or absence of such facts
and no inference as to his knowledge of the existence or absence of such facts should be imputed to
him or drawn from his serving as Assistant Secretary of the Opinion Party.



     The undersigned knows of no reason why he, Kilpatrick Stockton LLP, the Lenders, and the
Administrative Agent are not justified in relying on the representations and warranties given on
the Closing Date by the Opinion Party in the Credit Agreement or any other Document and the
certificates of the various officers of the Opinion Party furnished on the Closing Date in
connection therewith, and the undersigned authorizes Kilpatrick Stockton LLP to rely thereon.



     Subject to the foregoing, the undersigned, in his representative capacity as Assistant
Secretary of the Opinion Party, hereby certifies, that:



          1. The undersigned is familiar with the Transaction and other factual matters described in the
Opinion, and has made such investigations and inquiries, including, without limitation, of
personnel and employees of the Opinion Party having familiarity with the Transaction and such
factual matters, as the undersigned deemed appropriate to enable the undersigned to execute and
deliver this Certificate.




 









 








                    

Page 2




          2. The Opinion Party has at all material times had a registered Agent and office in the state
of its incorporation and has notified the Secretary of State of such state of any change in its
registered Agent or registered office or any resignation of its registered Agent or any
discontinuation of its registered office, and the Opinion Party has not received any notice from
such Secretary of State of any determination that any grounds exist for administratively dissolving
the Opinion Party, and the Opinion Party has received notice of the commencement of any proceeding
to judicially dissolve the Opinion Party, and neither the board of directors nor the shareholders
of the Opinion Party have taken any action with respect to the dissolution of the Opinion Party,
and the Opinion Party has not filed any notice of intent to dissolve with such state.




          3. Neither the execution or delivery by the Opinion Party of, nor performance by the Opinion
Party of its obligations under, the Documents (a) does or will conflict with, violate or constitute
a breach of (i) Articles of Incorporation or the Bylaws of the Opinion Party, (ii) any laws, rules
or regulations applicable to the Opinion Party, (iii) any contract or other agreement to which the
Opinion Party is a party or by which any of its properties is bound, (iv) any judgment, writ,
determination, order, decree or arbitral award to which the Opinion Party is a party or by which
the Opinion Party or any of its properties is bound, (b) requires the consent of, notice to,
license from or filing with any governmental authority which has not been duly obtained or made on
or prior to the date hereof (other than such filings as may be necessary in order to perfect any of
the Liens of the Collateral Agent or the Agents under the Documents), or (c) does or will result in
the creation or imposition of any lien, pledge, charge or encumbrance of any nature upon or with
respect to any of the properties of the Opinion Party (other than any Liens of the Collateral Agent
and the Agents under the Documents).




          4. There is no material litigation or other proceeding against the Opinion Party or any of its
properties which is pending or overtly threatened by written communication to the Opinion Party.




          5. The undersigned has reviewed the Opinion and, with respect to the factual statements and
assumptions set forth in the Opinion, hereby certifies that (i) each factual statement or
assumption contained therein relating to the Opinion Party is, to the best of the undersigned’s
knowledge, true and correct and does not fail to state a material fact the omission of which makes
the statement or assumption as it appears incomplete or misleading, and (ii) with respect to
factual statements or assumptions contained therein which relate to parties to the Transaction
discussed therein other than the Opinion Party, while the undersigned expressly disclaims any
certification hereby as to the truth, correctness or completeness of such other statements or
assumptions, based on the undersigned’s participation in the Transaction, the undersigned does not
have actual knowledge that the statements or assumptions contained




 









 





                    

Page 3



therein relating to parties other than the Opinion Party are untrue, incorrect or incomplete so as
to be misleading.




          6. The Opinion Party is a corporation in good standing under the laws of the State of Georgia.




          7. There are no proceedings, pending or threatened, against the Opinion Party which call into
question the validity or enforceability of any Document or any document delivered in connection
therewith, or any action to be taken in connection with the transactions contemplated thereby.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




 









 








                    

Page 4




     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 30th
day of April, 2007.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Alan T. Rosselot 	 
	 	 	Title:  	Assistant Secretary 	 
	 




 











 





EXHIBIT G-2




			
	 	 	 
	 
	 	Suite 2800 1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500 f 404 815 6555

www.KilpatrickStockton.com
	 	 	 
	 
	 	direct dial 404 815 6159
	 
	 	direct fax 404 541 3192
	April 30, 2007
	 	CBrazell@KilpatrickStockton.com






Goldman Sachs Credit Partners L.P., as

Administrative Agent,

on behalf of itself and the other Lenders

party to the Credit Agreement referred to below




Ladies and Gentlemen:




     We have acted as special counsel in the State of Georgia (the “State”) to DELTA AIR LINES,
INC., a Delaware corporation, as a debtor and debtor-in-possession under Title 11 of the United
States Code, 11 U.S.C. §§ 101 et seq. (the “Borrower”), in connection with the Security Deed and
the Fixture Financing Statement being executed and delivered pursuant to the consummation of the
loan transactions (the “Loan Transactions”) contemplated by the Second Lien Term Loan and Guaranty
Agreement dated as of April 30, 2007 (the “Credit Agreement”) by and among the Borrower, the
Guarantors signatory to the Credit Agreement, Goldman Sachs Credit Partners L.P. (in its individual
capacity, “GSCP”), for itself, as Lender, as administrative agent and collateral agent for the
Lenders (in such capacity, the “Administrative Agent”), and the other Lenders signatory thereto
from time to time, with respect to certain property of Borrower located in Fulton County, Georgia
(the “County”). All capitalized terms (not otherwise defined herein or in Schedule A, attached
hereto and by this reference incorporated herein) shall have the meanings ascribed to them in the
Credit Agreement.



     Borrower has requested that we deliver the legal opinions (the “Opinions”) contained in this
letter (the “Opinion Letter”) to you, and we understand the Opinion Recipient will rely on this
Opinion Letter.



          In so acting as special counsel, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the documents set forth below. Except as otherwise noted, all
of the following documents are dated as of the date hereof.




               A. The Credit Agreement.



               B. The Second Lien Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement,
made by Borrower to Administrative Agent (the “Security



 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 2



Deed”), securing the Secured Obligations and encumbering certain property of Borrower more
particularly described therein.




               C. The Uniform Commercial Code Financing Statement naming Borrower, as debtor, and
Administrative Agent, as secured party, concerning the Georgia Personal Property (the “Personalty
Financing Statement”).



               D. The Uniform Commercial Code Financing Statement naming Borrower, as debtor, and
Administrative Agent, as secured party, concerning the Georgia Fixtures, to be filed in Fulton
County, Georgia (the “Fixture Financing Statement”).


The documents listed as items A through D, above, are sometimes collectively referred to herein as
the “Loan Documents”; the documents listed as items C and D, above, are sometimes collectively
referred to herein as the “Financing Statements”; and the Loan Documents excluding the Security
Deed and the Fixture Financing Statement, together with any and all other agreements, instruments,
and documents executed or delivered in connection with the Loan Transactions, are sometimes
collectively referred to herein as the “Other Transaction Documents”.




          We have also examined such documents and other instruments and such certificates or comparable
documents of public officials as we have deemed relevant and necessary as a basis for the Opinions
hereinafter set forth, including, without limitation, the following certificates:




          I. Certificate of formation, good standing and legal existence of Borrower issued by the
Secretary of State of the State of Delaware dated April 18, 2007 (the “Borrower Delaware
Certificate”);




          II. Certificate of Existence of the Borrower issued by the Secretary of State of the State
dated April 16, 2007 (the “Borrower Georgia Certificate”).




          Whenever any opinion or confirmation of fact set forth in this Opinion Letter is qualified by
the words “to our knowledge,” “known to us,” or other words of similar meaning, the quoted words
mean the current awareness by lawyers in the primary lawyer group of factual matters such lawyers
recognize as being relevant to the Opinion or confirmation so qualified. “Primary lawyer group”
means the lawyer who signs this Opinion Letter and, solely as to information relevant to an Opinion
or confirmation issue, and lawyer in this law firm who is primarily responsible for providing the
response concerning the particular issue.




ASSUMPTIONS




          In reaching the opinions set forth below, we have assumed, with your permission, and without
independent investigation, that:



 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 3




          (i) Each of the parties to the Security Deed, the Fixture Financing Statement and the Other
Transaction Documents has the power and authority to execute, deliver and perform its obligations
under each of the Security Deed, Fixture Financing Statement and Other Transaction Documents to
which it is a party, and each of the parties has duly authorized the execution, delivery and
performance of, and has validly executed and delivered, each such instrument, document, and
agreement required to be executed in connection with the Loan Transactions to which such party is a
signatory. Without limiting the generality of the foregoing, all approvals of the United States
Bankruptcy Court for the Southern District of New York in Borrower’s Chapter 11 Case No. 05-17923
(ASH) which are necessary for the execution, delivery and performance of the Loan Documents by
Borrower have been duly obtained. Where appropriate, execution of the Security Deed, the Fixture
Financing Statement and the Other Transaction Documents has been duly and properly witnessed,
notarized or acknowledged. Each party’s obligations set forth in the Other Transaction Documents
are such party’s legal, valid and binding obligations and such obligations are enforceable in
accordance with their respective terms.




          (ii) Each of the Other Transaction Documents is, and all of the obligations created thereunder
are, under all applicable laws, legal, valid and binding on the each of the parties thereto, and
enforceable against each of the parties thereto in accordance with their respective terms.




          (iii) Each natural person executing the Security Deed, the Fixture Financing Statement or the
Other Transaction Documents is legally competent to do so and has sufficient legal competency to
carry out such person’s role in the Loan Transactions.




          (iv) All signatures on the Security Deed, the Fixture Financing Statement and the Other
Transaction Documents are genuine.




          (v) All Loan Documents and other documents submitted to us as originals are authentic; all
Loan Documents and other documents submitted to us as certified or photostatic copies conform to
the original document; all documents submitted to us for review are accurate and complete; and all
public records reviewed are accurate and complete.




          (vi) The terms and conditions of the Loan Transactions as reflected in the Loan Documents have
not been amended, modified or supplemented by any other agreement or understanding of the parties
or waiver of any of the material provisions of the Loan Documents, and there is no understanding or
agreement not embodied in the Loan Documents between or among parties to the Loan Transactions that
would modify any term of any of the Loan Documents or any right or obligation of a party.




          (vii) Borrower has, before or concurrently with the execution, delivery and recordation in the
Recording Office of the Security Deed, sufficient rights in the Georgia Real




 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 4



Property conveyed by the Security Deed to convey security title to the Georgia Real Property
to Grantee and to create the liens, security title and security interest in the Georgia Real
Property purported to be created by the Security Deed. Borrower has, before or concurrently with
the execution, delivery and recordation in the Recording Office of the Security Deed, sufficient
rights in the Georgia Personal Property covered by the Security Deed for the security interest of
Lender to attach thereto, and to create the security interest in the Georgia Personal Property
purported to be created by the Security Deed.




          (viii) Borrower is a corporation duly organized and validly existing under the laws of the
State of Delaware, and has the power and authority under the laws of the State of Delaware, and
under Borrower’s Articles of Incorporation and By-Laws, to own the Property and to carry on its
business as currently conducted; and Borrower maintains a public record showing Borrower to be so
organized.




          (ix) The Financing Statements set forth the correct organization number for Borrower and
mailing address for which information concerning the security interest to be perfected thereby may
be obtained.




          (x) The Borrower Delaware Certificate sets forth the correct legal name of Borrower, and there
has been no change in the status of Borrower since the date of issuance of the Borrower Delaware
Certificate which would be reflected in a current certificate of formation, good standing and legal
existence certificate of Borrower issued by the Secretary of State for the State of Delaware.




          (xi) GSCP (in its capacity as a Lender and in its capacity as the Administrative Agent), and
each of the Lenders in the Loan Transactions, have acted in good faith and without notice of any
defense against enforcement of rights created by, or adverse claim to any property transferred as
part of, the Loan Transactions, and each party to the Loan Transactions (other than Borrower with
respect to the State Laws to the extent applicable to the Security Deed) has complied with all laws
applicable to it that affect the Loan Transactions.




          (xii) The Loan Transactions comply with any test required by law of good faith or fairness,
and each party will act in accordance with the terms and conditions of the Loan Documents.




          (xiii) Each State Law for which this firm is deemed to be responsible is published or
accessible and generally available to lawyers practicing in Georgia.




          (xiv) No discretionary act of Borrower or any Guarantor or on behalf of Borrower or any
Guarantor will be taken after the date of the Loan Transactions if such act might result in a
violation of law or breach or default under any agreement, decree, writ, judgment or court order to
which Borrower or such Guarantor is a party or is subject.




 









 





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          (xv) Any Other Transaction Document to which Borrower or any Guarantor is a party or by which
Borrower or any Guarantor is bound will be enforced as written.




          (xvi) With respect to the Loan Transactions and the Loan Documents, there has been no mutual
mistake of fact and there exists no fraud or duress.




          (xvii) No issue of unconstitutionality or invalidity of a relevant State Law exists unless a
reported case has so held.




          (xviii) The description of the Property is accurate and is sufficient under the State Laws to
create a binding contractual obligation; and such description of the Property will appear in and be
incorporated into each of the Security Deed and the Financing Statements.




          (xix) One original of the Security Deed will have been duly and properly filed and recorded in
the Recording Office, and all necessary taxes (including, without limitation, the correct amount,
if any, of Intangible Recording Tax as required under O.C.G.A. Section 48-6-61) and fees due upon
filing or recording of the aforementioned Security Deed shall have been paid.




          (xx) The Fixture Financing Statement will have been duly and properly filed and recorded in
the Recording Office, and all necessary taxes and fees due upon filing or recording of the Fixture
Financing Statement shall have been paid. Lender will timely and properly file all necessary
continuation statements with regard thereto.




          (xxi) The Personalty Financing Statement will have been duly and properly filed and recorded
in each location required from time to time under applicable law, and all necessary taxes and fees
due upon filing or recording of the Personalty Financing Statement shall have been paid. Lender
will timely and properly file all necessary continuation statements with regard thereto.




          (xxii) Borrower’s conveyance, grant, assignment, pledge and hypothecation of liens,
encumbrances, security title and security interests upon, in and to the Property described in the
Security Deed to secure, and as collateral for, the Loans from Lenders to Borrower and the
Guarantors are supported by adequate and fair consideration and do not constitute a fraudulent
conveyance by Borrower.




          (xxiii) GSCP, in its capacity as Administrative Agent, is not a “fiduciary” within the meaning
of O.C.G.A. Section 7-1-242.




          (xxiv) For purposes of the last sentence of Section 8(a)(ii) of the Security Deed, we have
assumed that the reference to “Grantee, or its designee” means only GSCP or a party placing a bid
on behalf of GSCP at a foreclosure sale.




 









 





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          (xxv) Neither GSCP nor any entity that controls or is under common control with GSCP owns or
controls a bank, bank holding company or thrift, or, if the foregoing statement is not accurate,
then GSCP has complied with the registration requirements of O.C.G.A. § 7-1-593.




          (xxvi) A portion of the Secured Obligations shall have been disbursed upon execution and
delivery of the Loan Documents by the parties thereto.




OPINIONS




     Based on the foregoing, subject to the assumptions, qualifications, exceptions and disclaimers
stated herein, we are of the opinion that:



     1. Borrower is authorized to transact business as a foreign corporation in the State. The
foregoing statement is based solely upon the issuance of the Georgia Borrower Certificate and is
limited in meaning to the wording of the Georgia Borrower Certificate.



     2. The Security Deed contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the practical realization against the
Georgia Real Property of the benefits of the Georgia Real Property, including realization by
exercise of the power of sale contained therein.



     3. The Security Deed is in proper form for recording under the applicable State Laws, and the
Security Deed is, under the State Laws, a legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms. The Security Deed, upon due recordation
in the Recording Office, will create the liens, security title and security interest the Security
Deed purports to create in the Georgia Real Property as security for the payment of the Secured
Obligations.



     4. The recording of the Security Deed and the Fixture Financing Statement in the Recording
Office are the only recordings or filings necessary to publish notice of the rights of the parties
thereto, to convey the security title to the Georgia Real Property to Grantee, and to perfect the
security interests in the Georgia UCC Collateral consisting of Georgia Fixtures created pursuant
thereto.



     5. The Fixture Financing Statement is in form acceptable for filing and recording. Upon the
due and proper filing, indexing and recordation of the Fixture Financing Statement in the Recording
Office and payment of the filing and recording fees required by State Laws, the security interest
in the Georgia UCC Collateral consisting of Georgia Fixtures will be perfected. We note that the
State UCC requires the periodic filing of continuation statements not more than six (6) months
prior to expiration of the five (5) year period after the original filing, and not later than the
expiration of said five (5) year period, in order to maintain the perfection and priority of



 









 





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the security interests in the Georgia UCC Collateral consisting of Georgia Fixtures and to
maintain the Fixture Financing Statement in effect.




     6. Pursuant to O.C.G.A. Section 11-9-307(e), Borrower, which is organized under the laws of
Delaware, is “located” in the State of Delaware for purposes of the State UCC. In accordance with
O.C.G.A. Section 11-9-301(1), while Borrower is “located” in the State of Delaware, the laws of the
State of Delaware govern the perfection, the effect of perfection or non-perfection and the
priority of a security interest in the Georgia Personal Property (excluding the Georgia Fixtures).
Therefore, under State Laws, the laws of the State of Delaware would determine the appropriate
filing office, content and effectiveness of the Personalty Financing Statement.



     7. Under the State Laws, and subject to and upon confirmation of the exercise of the power of
sale in accordance with the provisions of O.C.G.A. Section 44-14-161, the exercise of the power of
sale under the Security Deed will not in any manner restrict, affect or impair the obligations of
the Borrower with respect to the Secured Obligations or the rights and remedies of “Grantee” under
the Security Deed with respect to the foreclosure or enforcement in the State of any other security
interests or liens securing the Secured Obligations to the extent that a deficiency remains unpaid
after application of the proceeds of such exercise of the power of sale in accordance with the
State Laws.



     8. No state or local taxes, fees or other charges, including recording, filing, privilege,
documentary stamp, intangibles or other taxes must be paid in connection with the execution,
delivery, recordation or enforcement of the Security Deed, except for nominal recording fees and
the Georgia Intangible Recording Tax pursuant to O.C.G.A. Section 48-6-61 payable upon the
recordation of the Security Deed, if the Security Deed secures a “long term note secured by real
estate.” Section 560-11-8-.03(3) of the State Revenue Rules defines a “long term note” as any
“note representing credits secured by real estate by means of ... deed to secure debt, ... or any other
form of security instrument, when any part of the principal of the note falls due more than three
years from the date of the note or from the date of any instrument executed to secure the note and
conveying or creating a lien or encumbrance on real estate for such purpose.” Under O.C.G.A.
Section 48-6-61, there is imposed an intangible recording tax (the “Intangible Recording Tax”) at
the rate of $1.50 for each $500.00 or fraction thereof of the face amount “of the note secured by
the recording of the security instrument,” which is payable to the collecting officer of the County
at the time the Security Deed is filed for record in the Recording Office. O.C.G.A. Section
48-6-61 states that the “maximum amount of any intangible recording tax payable . . . with respect
to any single note shall be $25,000.00.” Section 560-11-8-.02 of the State Revenue Rules, however,
provides that the maximum amount of Intangible Recording Tax on a single security instrument is
$25,000.00. Because the Maturity Date of the Secured Obligations (including any extension and
renewal options which may be exercised by the Borrower) is April 30, 2014, based upon O.C.G.A.
Sections 48-6-60(4) and 48-6-61, it is our opinion that Intangible Recording Tax must be paid upon
recordation of each Security Deed



 









 





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unless an exemption from the Intangible Recording Tax applies. Section 560-11-8-.14 of the
State Revenue Rules provides that “any . . . deed to secure debt . . . is not subject to intangible
recording tax where . . . the instrument is recorded pursuant to a plan of reorganization confirmed
under Chapter 11 of the U.S. Code and where the instrument is accompanied by documentation
verifying confirmation of the plan of reorganization.” So long as the Security Deed is recorded
together with a certified copy of the confirmation order verifying confirmation of the plan of
reorganization confirmed under Chapter 11 of the U.S. Code, it is our opinion that the Security
Deed is exempt from the Intangible Recording Tax and that no Intangible Recording Tax must be paid
upon recordation of the Security Deed.




     9. Under the State Laws, a foreign corporation is not required solely as a lender making loans
or extending credit secured by real property in the State of Georgia to procure a certificate of
authority to transact business or otherwise qualify to do business in the State. As such, neither
the Grantee under the Security Deed, GSCP nor any of the Lenders shall, solely by reason of the
execution, delivery and performance of the obligations of Borrower and Lenders under the Loan
Documents (and the filing or recordation of the Security Deed or the Fixture Financing Statement),
(a) be required to qualify to do business in the State of Georgia or to comply with the
requirements of any foreign registration or qualification statue of the State, (b) be subject to
taxation by the State, or any political subdivision of the State (except for the Intangible
Recording Tax and State income taxes), (c) be required to make any filing with any court or other
judicial administrative body in or of the State preceding enforcement in order to carry out any of
the transactions contemplated by the Loan Documents or to avail itself of any remedies provided by
the Security Deed, or (d) be required to file any designation for service of process or file any
reports or comply with any statutory or regulatory requirements applicable only to financial
institutions chartered or qualified or required to be chartered or qualified to do business in the
State. We express no opinion with respect to the foregoing matters addressed in this Opinion,
however, in the event that: (i) any Lender or any affiliate of any Lender acquires title, directly
or indirectly, to all or any part of the Property by foreclosure, deed in lieu of foreclosure,
exercise of any power of sale or otherwise; or (ii) any Lender or any affiliate of any Lender takes
possession of, or otherwise operates, directly or indirectly, all or any part of the Property.



     10. The Loan Documents do not violate any code, order, law or regulation of the State, or, to
our knowledge, any code, order, law or regulation of any county, municipal agency, body or
tribunal or any public benefit corporation, or other government or quasi-governmental authority,
including without limitation, any provision thereof regulating or restricting the amounts payable
as interest, principal or otherwise to the Lenders or the Borrower, as the case may be, further
including, without limitation, the Usury Laws and any provisions thereof regulating or restricting
amounts payable as Interest Charges.



     11. Subject to and upon confirmation of the exercise of the power of sale in accordance with
the provisions of O.C.G.A. Section 44-14-161, there is no “single action” rule in



 









 





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the State whereby a lender must exercise all its remedies against all parties responsible for
indebtedness or all collateral securing such indebtedness in a single proceeding.




QUALIFICATIONS, EXCEPTIONS AND DISCLAIMERS




          In addition to the assumptions set forth above, the opinions set forth above are also subject
to the following qualifications, exceptions and disclaimers:




          (a) We express no opinion with respect to the status of title to any of the Property, either
expressly, by implication (for example, that enforceability of a remedy may be dependent upon the
title to or ownership of the Property or any part thereof) or otherwise.




          (b) We express no opinion with respect to the relative priority of the liens, assignments,
pledges, hypothecations, security titles or security interests created by the Security Deed or the
Financing Statements.




          (c) Other than respect to our Opinion regarding Usury Laws set forth in Opinion 10, we express
no opinion with regard to any of the Loan Documents or any of the Other Transaction Documents,
other than the Security Deed and the Fixture Financing Statement. Furthermore, we express no
opinion with respect to other matters affecting Borrower, any property other than the Property, or
any matters of law affecting the Loan Transactions other than as expressly set forth in this
Opinion Letter.




          (d) The enforceability Opinion set forth above in Opinion 3 is subject to the qualification
that certain provisions of the Security Deed may not be enforceable; nevertheless, such
unenforceability will not render the Security Deed invalid as a whole or preclude: (A) the judicial
enforcement of the obligation of the Borrower to repay the principal, together with interest
thereon, as provided in the Credit Agreement, as limited by the qualifications in paragraph (g)
below to the usury Opinion set forth above in Opinion 10, and subject to the obligation to confirm
an exercise of power of sale pursuant to O.C.G.A. Section 44-14-161 as a prerequisite to the
collection of any deficiency judgment; (B) the acceleration of the obligation of Borrower to repay
such principal, together with such interest, upon a material default by Borrower in the payment of
such principal or interest; and (C) the non-judicial foreclosure of the security title to the
Georgia Real Property by exercise of power of sale pursuant to the Security Deed in accordance with
State Law upon maturity of the indebtedness evidenced by the Credit Agreement or upon acceleration
pursuant to clause (B), above.




          (e) The Opinion set forth above in Opinion 9 is based upon the assumption that Lenders do not
maintain offices in the State, do not own property in the State and do not otherwise transact
business, directly or indirectly, in the State. Moreover, we express no opinion as to whether
Lenders must register as a foreign entity or qualify to do business in the State: (A)




 









 





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as a result of the particular legal or regulatory status of any Lender or the compliance or
non-compliance by any Lender with any laws or regulations applicable to it on account of its
particular legal or regulatory status; (B) in the event any Lender or any affiliate thereof
acquires title, directly or indirectly, to all or any part of the Property by foreclosure, deed in
lieu of foreclosure, exercise of power of sale or otherwise (except to the extent O.C.G.A. §
14-2-1501(b)(9) provides that “[o]wning, without more, real or personal property” does not
constitute transacting business within the meaning of O.C.G.A. § 14-2-1501(a)); (C) in the event
any Lender or any affiliate thereof takes possession of or operates, directly or indirectly, all or
any part of the Property, or any other property located in the State; (D) in the event that any
Lender, directly or indirectly, now or hereafter conducts any business in the State; or (E) in the
event that any Lender is or were to become an “alien corporation,” in which event compliance with
O.C.G.A. Section 16-14-15 is or would be required. Pursuant to O.C.G.A. Section 16-14-3(1), the
term “alien corporation” means a corporate organization organized under laws other than the laws of
the United States or the laws of any state of the United States.




          (f) No opinions are expressed with respect to perfection of (A) possessory security interests
in any of the Property; (B) security interests in chattel paper, negotiable documents, instruments
or investment property or securities which are a part of the Property; and (C) security interests
in any Georgia Personal Property and Georgia Fixtures which cannot be perfected by filing the
Fixture Financing Statement.




          (g) No opinion is expressed with respect to the compliance with the Usury Laws of any
provisions in the Security Deed: (A) that purport to permit Interest Charges, however denominated
and regardless of whether or not denominated as interest, to be charged, paid, collected or
contracted for at a rate in excess of five percent (5%) per month if and to the extent a violation
of O.C.G.A. Section 7-4-18 results (whether due to prepayment, acceleration, redemption,
cancellation, termination or otherwise); or (B) that purport to permit interest to be charged or
paid on interest if and to the extent such provisions result in a violation of O.C.G.A. Section
7-4-17. No opinion is expressed with respect to the enforceability or collectability of any
payment required to be paid under the Security Deed which is determined to be a penalty or
unreasonable.




          (h) Each of the Opinions herein contained covers only those matters both essential to the
conclusion stated by the Opinion and, based upon prevailing norms and expectations found among
experienced legal practitioners in the State, reasonable in the circumstances. Other matters are
not included in any Opinion by implication. The following matters, including their effects and the
effects of noncompliance, are not covered by implication or otherwise in any Opinion, unless
coverage is specifically addressed in this opinion letter: (A) other than to the extent of the
Opinions set forth in Opinion 10, county, municipal or other similar laws, ordinances or
regulations of local jurisdictions (other than those of the State); (B) antitrust and unfair
competition law; (C) securities law; (D) fiduciary obligations; (E) pension and employee benefit
law, e.g., ERISA; (F) Regulations G, T, U and X of the Board of




 









 





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Governors of the Federal Reserve System; (G) fraudulent transfer law; (H) environmental law;
(I) zoning, land use, subdivision and other development laws; (J) bulk transfer law; (K) tax law;
(L) patent, copyright, trademark and other intellectual property law; (M) racketeering law, e.g.,
RICO; (N) criminal statutes of general application, e.g., mail fraud and wire fraud; (O) health and
safety law; (P) labor law; (Q) laws concerning national or local emergency; and (R) laws concerning
access by the disabled and building codes.




          (i) The Opinions set forth in this Opinion Letter are subject in all respects to the following
exceptions:




               (A) The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights and remedies of creditors. This exception includes, without limitation, the
effect of the Federal Bankruptcy Code in its entirety, including matters of contract rejection,
fraudulent conveyance and obligation, turn-over, preference, equitable subordination, automatic
stay, conversion of a nonrecourse obligation into a recourse obligation, and substantive
consolidation. This exception also includes, without limitation, State Laws regarding fraudulent
transfers, obligations, and conveyances, including O.C.G.A. Sections 18-2-20 through 18-2-59, and
State Laws regarding receiverships.



               (B) The effect of general principles of equity, whether applied by a court of law or equity.
This exception includes the following concepts: (1) principles governing the availability of
specific performance, injunctive relief or other traditional equitable remedies; (2) principles
affording traditional equitable defenses (e.g., waiver, laches and estoppel); (3) good faith and
fair dealing; (4) reasonableness; (5) materiality of the breach; (6) impracticability or
impossibility of performance; (7) the effect of obstruction, failure to perform or otherwise to act
in accordance with an agreement by any person other than Borrower; (8) the effect of O.C.G.A.
Section 11-1-102(3); (9) unconscionability; (10) the possible unenforceability of provisions
requiring indemnification for, or providing exculpation, release or exemption from liability for,
action or inaction to the extent that such action or inaction involves negligence or willful
misconduct or to the extent otherwise contrary to public policy; (11) the possible unenforceability
of provisions imposing increased interest rates or late payment charges upon delinquency in payment
or default or providing for liquidated damages, or for premiums on payment, acceleration,
redemption, cancellation or termination, to the extent any such provisions are deemed to be
penalties or forfeitures; (12) the possible unenforceability of waivers or advance consents that
have the effect of waiving statutes of limitations, marshalling of assets or similar requirements,
or as to the jurisdiction of courts, the venue of actions, the right to jury trial, or in certain
cases, notice; (13) the possible unenforceability of provisions that waivers or consents by a party
may not be given effect unless in writing or in compliance with particular requirements or that a
person’s course of dealing, course of performance, or the like or failure or delay in taking
actions may not constitute a waiver of related rights or provisions or that one or more waivers may
not under certain circumstances constitute a waiver of other matters of the same kind; (14) the
effect of course of dealing, course of performance, or the like, that would



 









 





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modify the terms of an agreement or the respective rights or obligations of the parties under
an agreement; (15) the effect of O.C.G.A. Section 13-1-11 on provisions relating to attorney’s
fees; (16) the possible unenforceability of provisions stating that determinations by a party or a
party’s designee are conclusive or presumed correct; (17) the possible unenforceability of
provisions permitting modifications of an agreement only in writing; (18) the possible
unenforceability of provisions that the provisions of an agreement are severable; (19) the effect
of State Laws requiring mitigation of damages; (20) the possible unenforceability of provisions
permitting the exercise, under certain circumstances, of rights without notice or without providing
opportunity to cure failures to perform; (21) the effect of provisions as to rights of set-off
otherwise than in accordance with applicable State Laws; (22) the possible unenforceability of
certain self-help and non-judicial remedies, such as a right, without judicial process, to enter
upon, to take possession of, to collect, retain, use and enjoy rents, issues and profits from
property, or to manage property; (23) the effect of provisions respecting sale or disposal of
collateral or property otherwise than in compliance with applicable State Laws; (24) the effect of
provisions purporting to entitle a party, as a matter of right and without court approval after
required showings, to the appointment of a receiver or to obtain a writ of possession without
notice or a hearing; (25) the effect of provisions purporting to alter the rule of contract
construction that a contract shall be construed against the drafter thereof; and (26) the possible
unenforceability of provisions whereby Borrower purports to appoint Lender as Borrower’s
attorney-in-fact with full power and authority to take actions and execute documents for and on
behalf of Borrower (except in connection with the exercise of the power of sale in accordance with
the Security Deed).




               (C) The rights of the United States under the Federal Tax Lien Act of 1966, as amended.



               (D) The possible unenforceability of provisions purporting to waive rights or defenses of
guarantors.



               (E) The possible unenforceability of any provisions in the Loan Documents which purport to
subordinate the rights of parties (other than parties to the Loan Transactions) in and to the
Property to the rights of the Lenders or the security title, security interests, assignments,
pledges, hypothecations and encumbrances of the Security Deed, or both.



          (j) Our Opinions: (A) are qualified to the extent that the perfection of a security interest
may be lost under circumstances set forth in O.C.G.A. Section 11-9-315 with respect to Georgia UCC
Collateral that is converted into proceeds; (B) do not cover future events that might affect
perfection; and (C) are qualified to the extent that federal law has preempted the State UCC with
respect to the validity, enforceability or perfection of security interests in the Georgia Personal
Property or the Georgia Fixtures.




          (k) Our Opinions are subject to the following additional exceptions, assumptions and
qualifications: (A) we note that Section 552 of the Federal Bankruptcy Code




 









 





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limits the extent to which property acquired by a debtor after commencement of a case under
the Federal Bankruptcy Code may be subject to a security interest arising under a security
agreement entered into by the debtor prior to the commencement of such case; (B) we express no
opinion with respect to the perfection of any security interest in any of the Property consisting
of goods that are standing timber to be cut, farm products, consumer goods, as-extracted
collateral, or goods covered by certificate of title; (C) we call your attention to the fact that
the perfection of a security interest perfected by the filing of a financing statement in the State
will be terminated (1) pursuant to O.C.G.A. Section 11-9-507(c), as to any property covered thereby
which is acquired by a debtor more than four months after such debtor so changes its name as to
make the financing statement seriously misleading unless an amendment to the financing statement
which renders the financing statement not seriously misleading is filed before the expiration of
such four-month period, (2) pursuant to O.C.G.A. Section 11-9-316, four months after a debtor
changes its location, which, for a “registered organization” (as such term is defined in the State
UCC), includes becoming organized under the laws of a state other than the State, and (3) pursuant
to O.C.G.A. Section 11-9-316, one year after the transfer of any Georgia UCC Collateral by the
debtor to a person that thereby becomes a debtor and is located in another jurisdiction, including
without limitation any merger or consolidation of the debtor into another person, unless such
security interest becomes perfected under the laws of such other jurisdiction prior to such
termination; (D) we express no opinion as to the validity, perfection or priority of the security
interest with respect to any Georgia UCC Collateral in the possession of Borrower on a “sale on
approval” basis or a “consignment” basis; (E) we call your attention to the fact that any security
interest created under the Security Deed in any of the Property consisting of accounts, chattel
paper or general intangibles may be subject to the rights, claims or defenses of the account debtor
obligated thereon and to the terms of any applicable agreement between Borrower and such account
debtor; (F) we call your attention to the fact that the Security Deed is not effective as a fixture
filing under State Laws; and (G) we call your attention to the fact that title to the Georgia Real
Property shall revert to the Borrower or its successors or assigns at the expiration of seven (7)
years from the maturity date of the Term Loan and the Revolving Loan or the maturity of the last
installment thereof as stated in the Security Deed, as recorded, unless prior thereto Lender or its
successors or assigns shall have complied with the provisions of O.C.G.A. Section 44-14-80(b) or
(c).




          (l) Our Opinion as to the validity, enforceability and binding effect of any assignment of
rents contained in the Security Deed is qualified by the effect, if any, of the holding in the case
styled In re: Polo Club Apartments Associates Limited Partnership f/k/a Ashley Creek
Associates, Limited Partnership, United States Bankruptcy Court, Northern District of Georgia,
Atlanta Division, Chapter 7 Case No. A89-14227 (see Order dated January 11, 1993), in which the
Court stated “a security deed grantee out of possession is not presently entitled to receive rents
merely upon the occurrence or existence of default. The grantor being in possession and receiving
rents may not be disturbed in his right to the rents by the security deed grantee until he takes
possession or takes other appropriate action to subject the land and rents to




 









 





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the debt. This means that affirmative action or positive steps must be taken by security deed
grantee before there is a present right to receive rents under such written rent assignment.”




          (m) We express no opinion as to the enforceability of those portions of the indemnity
provisions or the representation, warranties or covenants of the Security Deed which purport by
their terms to survive for indeterminate time periods. Furthermore, we express no opinion
regarding the survival of any agreements, terms, conditions provisions or warranties contained in
the Security Deed after the payment in full and performance of the Secured Obligations, including,
without limitation, the provisions of Section 15.15(f) of the Security Deed.




          (n) Other than to the extent of the Opinion regarding Usury Laws set forth in Opinion 10, we
express no opinion as to the enforceability of any provision of any of the Loan Documents or any
other Other Transaction Documents which is incorporated by reference into the Security Deed or as
to the effect of any such provision on the enforceability of the Security Deed or on any of our
Opinions set forth in this Opinion Letter.




          (o) We express no opinion as to the laws of any jurisdiction other than the State and
applicable federal laws. We expressly disclaim any duty or obligation to supplement or update this
Opinion Letter if any applicable State Laws change after the date of this Opinion Letter, or if we
become aware of any facts that might change the Opinions expressed above after the date of this
Opinion Letter.




          (p) We express no opinion as to the right of Lenders to terminate Borrower’s tenancy of all or
any part of the Property after foreclosure without first having given the notice required by State
Laws.




          (q) The Opinion Giver has relied, without investigation, upon facts asserted by the parties to
the Loan Transactions in representations and warranties embodied in the Loan Documents; provided:
(A) if not established by a Public Authority Document, the facts do not constitute a statement,
directly or in practical effect, of the legal conclusion in question; (B) the person or entity
providing facts is, in this firm’s professional judgment, an appropriate source; and (C) if the
facts are set forth in a certificate, this firm has used reasonable professional judgment as to its
form and content.



The Opinions expressed in this Opinion Letter are given solely for the benefit of Opinion Recipient
in connection with the Security Deed and the Fixture Financing Statement. The Opinions expressed
in this Opinion Letter may not be relied upon, in whole or in part, by Opinion Recipient for any
other purpose or relied upon by any other person, firm or corporation




 









 





Goldman Sachs Credit Partners L.P.

April 30, 2007

Page 15



for any purpose, without our prior written consent. The Opinions expressed in this letter are
rendered as of the date hereof, and we express no opinion as to circumstances or events that may
occur subsequent to such date.




	 	 	 	 	 
	 	Very truly yours,



KILPATRICK STOCKTON LLP

 	 
	 	By:  	 	 
	 	 	Cindy A. Brazell, a partner 	 
	 	 	 	 




 









 








Schedule A




Defined Terms





     As used in the within and foregoing opinion letter, the following terms have the indicated
meanings:



     “Federal Bankruptcy Code” means the federal statutes governing bankruptcy in effect on the
date of this Opinion Letter.



     “Filing Date” means the date upon which the Security Deed is filed of record in the Recording
Office.



     “Georgia Court” means a State court or a federal court sitting in the State as the forum state
and applying State conflict of law rules.



     “Georgia Fixtures” means that portion of the Property consisting of goods that have become so
related to the Georgia Real Property that an interest in them arises under real property laws of
the State.



     “Georgia Personal Property” means that portion of the Property which is personal property
under State Laws.



     “Georgia Real Property” means that portion of the Property which is real property under State
Laws.



     “Georgia UCC Collateral” means such of the Georgia Personal Property and Georgia Fixtures in
which a security interest may be created under Article 9 of the State UCC.



     “Interest Charges” means all interest, fees or other charges for the use of money or extension
of credit charged, paid, collected or contracted for under the terms of the Security Deed.



     “Maximum Indebtedness” means $900,000,000.00.



     “O.C.G.A.” means the Official Code of Georgia Annotated in effect on the date of this Opinion
Letter.



     “Opinion Recipient” means GSCP, as a Lender and as the Administrative Agent, together with the
other Lenders signatory to the Credit Agreement from time to time.



     “Property” means the “Collateral” described and defined in the Security Deed.



     “Public Authority Documents” means certificates issued by a governmental office or agency such
as the Secretary of State of the State, or by a private organization, which has access to and
regularly reports on governmental files and records, as to a person’s or entity’s property or
status.



 









 





     “Recording Office” means the office of the Clerk of the Superior Court of Fulton County,
Georgia.



     “Secured Obligations” means the “First Priority Obligations” described and defined in the
Security Deed.



     “State Laws” means the constitution, statutes, judicial and administrative decisions and rules
and regulations of governmental agencies of the State in effect on the date of this opinion letter.



     “State Revenue Rules” means the Rules and Regulations of the Georgia Department of Revenue.



     “State UCC” means the Uniform Commercial Code in effect in the State on the date of this
opinion letter.



     “Usury Laws” means State Laws governing interest and usury in effect in the State on the date
of this Opinion Letter.






 











 





EXHIBIT G-3




April 30, 2007




To the Lenders, the Administrative Agent and the Collateral Agent referred to below,

c/o Goldman Sachs Credit Partners L.P.

1 New York Plaza

New York, New York 10004




     Re: Second Lien Term Loan and Guaranty Agreement



Ladies and Gentlemen:




     We have acted as special counsel to Comair, Inc., an Ohio corporation (“Comair”), Comair
Services, Inc., a Kentucky corporation (“Comair Services”) and Delta AirElite Business Jets, Inc.,
a Kentucky corporation (“Delta AirElite” and collectively with Comair and Comair Services the
“Comair Guarantors”) in connection with the Second Lien Term Loan and Guaranty Agreement dated as
of April 30, 2007 (the “Loan Agreement’) among Delta Air Lines, Inc., a Delaware corporation, (the
“Borrower”), Comair Holdings, LLC, a Delaware limited liability company, DAL Global Services, LLC,
a Delaware limited liability company, DAL Moscow, Inc., a Delaware corporation, Delta Benefits
Management, Inc., a Delaware corporation, Delta Loyalty Management Services, LLC, a Delaware
limited liability company, Epsilon Trading, LLC, a Delaware limited liability company, Kappa
Capital Management, LLC, a Delaware limited liability company, ASA Holdings, Inc., a Georgia
corporation, Delta Technology, LLC, a Georgia limited liability company, Crown Rooms, Inc., a New
York corporation, Comair, Comair Services, Delta AirElite and Delta Connection Academy, Inc., a
Florida corporation (each a “Guarantor” and collectively the “Guarantors”), Goldman Sachs Credit
Partners L.P., as administrative agent (in such capacity, the “Administrative Agent”), and as
collateral agent for the Lenders (in such capacity, the “Collateral Agent”). Capitalized terms not
otherwise defined herein shall (unless otherwise specifically set forth) have the meanings given to
them in the Loan Agreement.



     This opinion is being furnished to you pursuant to Section 4.01 (i) (iii) (B) of the Loan
Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Loan
Agreement.



     In giving this opinion, we have examined the following documents:




     (a) the Loan Agreement;




     (b) the Second Lien Security Agreement;




     (c) the Second Lien Pledge Agreement;



 









 





To the Lenders, the Administrative Agent and the Collateral Agent

April 30, 2007

Page 2





     (d) the Second Lien Slot, Gate and Route Security and Pledge Agreement;




     (e) the Second Lien Aircraft Spare Engines and Spare Parts Mortgage and Security
Agreement;




     (f) the Intercreditor Agreement;




     (g) Form of Uniform Commercial Code financing statements (“Financing Statements”)
attached hereto as Annex 1 naming each of the Comair Guarantors as debtor and Collateral
Agent as secured party (with respect to Comair, the “Ohio Financing Statement” and with
respect to Delta AirElite and Comair Services, the “Kentucky Financing Statements”).




     (h) Certificates of the Secretary of State of Ohio and Kentucky with respect to the
good standing of each of the Comair Guarantors, each dated April 16, 2007;




     (i) The Articles of Incorporation and Code of Regulations of Comair in the form
attached to the Certificate of Secretary dated April 30, 2007;




     (j) The Articles of Incorporation and By-Laws of each of Comair Services and Delta
AirElite in the form attached to the Certificate of Secretary dated April 30, 2007; and




     (k) the resolutions of the respective boards of directors of each of the Comair
Guarantors, in each case, attached to the Certificates referred to in items (i) and (j)
above.



     The documents listed in items (a) through (g) above are sometimes hereinafter referred to as
the “Loan Documents”, and the documents listed in items (b), (c), (d) and (e) are sometimes
hereinafter referred to as the “Second Lien Collateral Documents.”



     In giving this opinion, we have relied as to matters of fact material to the opinions
expressed herein upon the representations and warranties contained in the Loan Agreement. We have
made no independent investigation of such facts and assume no obligation to do so. We have also
assumed in rendering this opinion the authenticity of all documents submitted to us as originals
and the due authorization, execution and delivery of the Loan Agreement, in each case, in the
manner required by the Loan Agreement by the respective parties thereto. In all such examinations
we have assumed, and have not independently verified, the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us as originals, the
conformity with the originals of all documents submitted to us as copies, and the accuracy of all
factual statements of parties (other than the Subsidiaries) made on or before the date hereof (and
have relied thereon as we have deemed appropriate). We have also assumed that each agreement
referred to herein constitutes the legal, valid and binding obligation of each party thereto,
enforceable against each such party in accordance with its terms.



 









 





To the Lenders, the Administrative Agent and the Collateral Agent

April 30, 2007

Page 3




     Based upon and subject to the foregoing, and subject further to the assumptions, limitations
and qualifications set forth below, it is our opinion that:



     1. Each of the Comair Guarantors is a corporation validly existing and in good standing under
the laws of the respective State of its incorporation.



     2. Each of the Comair Guarantors has all requisite corporate power and authority and has taken
all requisite corporate action necessary to enter into the Loan Documents and perform its
obligations under the Loan Documents and to consummate the transactions contemplated in the Loan
Documents.



     3. Each of the Loan Documents has been duly authorized, executed and delivered by each of the
Comair Guarantors party thereto.



     4. The execution and delivery by each Comair Guarantor of the Loan Documents to which it is a
party, and the performance by each Comair Guarantor of its obligations under and granting of
security pursuant to the Loan Documents to which it is party, will not contravene the certificate
of incorporation, by-laws or code of regulations, as applicable of the relevant Comair Guarantor,
and, to the best of our knowledge, after reasonable investigation, other than the filing of the
Financing Statements, no consent, approval, authorization, order of, registration or qualification
with, any governmental body or agency in the State of Ohio or the Commonwealth of Kentucky, is
required for the performance by each of the Comair Guarantors of its obligations under and granting
of security pursuant to the Loan Documents to which it is a party.



     5. The Ohio Financing Statement is in proper form for filing in the Office of the Secretary of
State of Ohio, and upon the filing in such office and paying the applicable filing fee, the
security interest created by the Second Lien Collateral Documents in favor of the Collateral Agent
in that portion of the Collateral in which a security interest is perfected by filing a financing
statement in the Ohio filing office will be perfected.



     6. The Kentucky Financing Statements are in proper form for filing in the Office of the
Secretary of State of Kentucky, and upon the filing in such office and paying the applicable filing
fee, the security interest created by the Second Lien Collateral Documents in favor of the
Collateral Agent in that portion of the Collateral in which a security interest is perfected by
filing a financing statement in the Kentucky filing office will be perfected.



     The foregoing opinions are subject to the following qualifications:




     (a) We are qualified to practice law in the State of Ohio and Commonwealth of Kentucky
and do not express any opinion concerning any laws other than the laws of the State of Ohio
and Commonwealth of Kentucky. Further, we do not purport to give any opinion regarding the
securities laws in any jurisdiction, or the Federal Aviation Act of 1958 (49 USC 101 et
seq.) or the regulations promulgated thereunder (including the



 









 





To the Lenders, the Administrative Agent and the Collateral Agent

April 30, 2007

Page 4





authority of any Comair Guarantor to operate as an air carrier thereunder) or with
respect to the Employee Retirement Income Security Act of 1974, as amended.




     (b) The security interest in any of the UCC Collateral will not be enforceable (i) with
respect to, or attach to, any UCC Collateral until value has been given and the Company has
rights in such Collateral and (ii) against the competing interests of those third parties
who would, in accordance with the provisions of the Uniform Commercial Code, take free of
the security interest, notwithstanding its perfection.




     (c) We express no opinion with respect to:




     i. the rights of each Comair Guarantor in, title to or legal or beneficial
ownership of any of the Collateral, or any Collateral acquired after the date
hereof;




     ii. the priority of any security interest in the Collateral;




     iii. any Collateral that (A) is not governed by Chapter 1309 of the Ohio
Revised Code (and not excluded therefrom by Section 1309.109(C) or (D) of the Ohio
Revised Code including any property which is subject to the Federal Aviation Act or
the Convention on International Interest in Mobile Equipment and/or the protocol
thereto on matters specific to Aircraft Equipment) with respect to Comair or (B) is
subject to Section 1309.311 or Section 1309.501(A)(1) of the Ohio Revised Code with
respect to Comair or (C) is a trademark; and




     iv. any Collateral that (A) is not governed by Chapter 355 of the Kentucky
Revised Statutes (and not excluded therefrom by Section 355.9-109 (3) or (4) of the
Kentucky Revised Statutes including any property which is subject to the Federal
Aviation Act or the Convention on International Interest in Mobile Equipment and/or
the protocol thereto on matters specific to Aircraft Equipment) with respect to
Delta AirElite or Comair Services or (B) is not subject to Section 355.9-311 Or
Section 355.9-501(1) of the Kentucky Revised Statutes with respect to Delta AirElite
or Comair Services.




     (d) Notwithstanding any of the foregoing, we express no opinion as to the validity,
binding nature or enforceability of any of the Loan Documents, and we have assumed that the
Second Lien Security Agreement creates a valid security interest in the Collateral described
in paragraphs 5 and 6 above express no opinion as to the attachment of any security
interest.




     (e) Our opinion with respect to valid existence and good standing is based solely on
our review of the Certificates referred to in item (h) above.



 









 





To the Lenders, the Administrative Agent and the Collateral Agent

April 30, 2007

Page 5





     (f) Our opinions contained herein are subject to compliance with federal bankruptcy
laws, rules and regulations applicable to the Comair Guarantors and the Loan Documents. We
do not purport to give an opinion regarding the Bankruptcy Code or its effect on the
authorization, execution or delivery of the Loan Documents by the Comair Guarantors
(including the power or authority of the Bankruptcy Court to issue any orders relating to
the Loan Documents or authorize the transactions contemplated by the Loan Documents).




     (g) For purposes of this opinion, we have assumed that a plan of reorganization has
been confirmed and is effective with respect to each of the Comair Guarantors, and the
authorization execution, and delivery of the Loan Documents is not in violation or
contravention of such plan or the confirmation order.



     We express no opinions except as expressly set forth herein, and no opinion is implied or may
be inferred beyond the opinions expressly stated herein. We assume no obligation to advise you or
any other Person or entity of any changes concerning the above, whether or not deemed material,
which may hereafter come or be brought to our attention, including but not limited to, changes
which could result from pending or future legislation, law or jurisprudence.



     This opinion is being delivered for your sole benefit (and successors and permitted assigns of
each) and no other person or entity shall be entitled to rely upon this opinion without our prior
written consent, except that any Person that becomes an Administrative Agent, Collateral Agent or
Lender in accordance with the provisions of the Loan Documents may rely upon this opinion as if it
were specifically addressed and delivered to such Person on the date hereof.



	 	 	 	 	 
	 	KEATING, MUETHING & KLEKAMP, P.L.L.

 	 
	 	By:  	 	 
	 	 	Richard D. Siegel 	 
	 	 	 	 
	 




 











 





EXHIBIT G-4




	 	 	 
	Fort Lauderdale

Jacksonville

Los Angeles

Madison

Miami

New York

Orlando

	 	One Southeast Third Avenue

25th Floor

Miami, Florida 33131-1714


www.akerman.com


305 374 5600 tel 305 374 5095 fax
	Tallahassee
	 	 
	Tampa
	 	 
	Tysons Corner
	 	 
	Washington, DC
	 	 
	West Palm Beach
	 	 






April 30, 2007




Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement referred to below




Re: Delta Connection Academy, Inc.




Ladies and Gentlemen:




     We have acted as special Florida counsel to Delta Connection Academy, Inc., a Florida
corporation (“Delta Connection”), in connection with the execution and delivery of and the
transactions contemplated by the Second Lien Term Loan and Guaranty Agreement, dated as of the date
hereof (the “Credit Agreement”), among Delta Air Lines, Inc. (“Delta”), the subsidiaries of Delta
party thereto (including Delta Connection), the lenders from time to time party thereto (the
“Lenders”), Goldman Sachs Credit Partners L.P., as Administrative Agent and as Collateral Agent
(the “Agent”), Barclays Capital, as Syndication Agent, Goldman Sachs Credit Partners L.P., as
Co-Lead Arranger and Joint Bookrunner, Merrill Lynch Commercial Finance Corp., as Co-Lead Arranger
and Joint Bookrunner, and Barclays Capital, as Joint Bookrunner. All capitalized terms not
otherwise defined herein shall have the meanings given to them in the Credit Agreement.



     This opinion is furnished to you pursuant to Section 4.01(i)(iii)(C) of the Credit Agreement.
For purposes of the opinions expressed herein, we have reviewed the documents set forth on Annex A
(the “Loan Documents”).



     In addition to the Loan Documents, we have examined such certificates, documents and records,
and have made such examinations of law, as we have deemed necessary to enable us to render the
opinions expressed below. In addition, we have examined, relied upon and assumed the occurrence
of, as to matters of fact in existence on the date hereof, the statements, representations and
warranties contained in the Credit Agreement, the other Loan Documents, related closing
certificates furnished to you and certificates of officers of Delta Connection, including the
Officer’s Certificate furnished to us and attached hereto as Annex B. With your permission, all
assumptions and statements of reliance herein have been made without any independent investigation
or verification on our part, and we express no opinion with respect to the subject matter or
accuracy of the assumptions or items upon which we have relied.



 









 





Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement

April 30, 2007

Page 2




     For purposes of this opinion, the term “to our knowledge,” “known to us” or other similar
words means the actual, current knowledge of those attorneys in our law firm who have provided
substantive attention to legal matters in representing Delta Connection and we have not made any
independent investigation of the applicable facts.



     The opinions expressed below are limited to matters governed by the laws of the State of
Florida. To the extent the opinions set forth below with respect to the perfection of security
interests in certain of the Collateral involve conclusions under laws of any state other than
Florida, such opinions are based solely on our review of Articles 8 and 9 of the Uniform Commercial
Code as in effect in the State of Florida (the “Florida UCC”), and we have assumed that Articles 8
and 9 of the Uniform Commercial Code as in effect in any such other states are the same as Articles
8 and 9 of the Florida UCC.



     We have assumed the genuineness and due authorization of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents of all documents
submitted to us as copies or versions to be executed, and the authenticity of the originals of such
copies. We have assumed that all signatories were and are legally competent to execute and deliver
the documents executed by them. Except to the extent of our opinion in paragraph 1(c) below, we
have also assumed that each Loan Document was duly executed and delivered by the parties thereto by
the duly authorized representatives of such parties, that “value” has been given to Delta
Connection pursuant to the Loan Documents and that Delta Connection “has rights” in the respective
Collateral in which it has granted a security interest under the Security Documents (as defined in
Annex A) (within the meaning of the term “value” and the expression “has rights” for the purposes
of Article 9 of the Florida UCC). We have further assumed that the Confirmation Order is a final
order.



     In rendering the opinions set forth herein (except to the extent of our opinion in paragraph 1
below), we have further assumed that:



          (a) all the parties to the Loan Documents are duly organized or formed, validly existing, and
either in good standing or, in the case of Florida entities, in “active” status, under the laws of
the respective jurisdictions of organization or formation thereof, are authorized or qualified to
do business in each jurisdiction where it is necessary to do so, and have the requisite corporate
or other power and authority to enter into such Loan Documents and to perform their respective
obligations thereunder;




          (b) the execution and delivery of, and the performance by the parties of their respective
obligations under, the Loan Documents have been duly authorized by all necessary corporate or other
action and proceedings on the part of such parties;




          (c) the respective terms and provisions of each Loan Document do not, and the execution,
delivery and performance thereof by each of the parties thereto other than Delta Connection will
not, violate or conflict with the certificate or articles of incorporation, bylaws, certificate of
organization, operating agreement, partnership agreement or equivalent




 









 





Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement

April 30, 2007

Page 3



organizational documents of any such other party, any contract, document, instrument,
agreement or indenture to which it is a party or by which it is created or bound, or any law, order
or decree of any court, administrative agency or other governmental authority applicable to any
such other party; and




          (d) any documents or instruments that are required to be recorded or filed, other than the
Florida Financing Statement (as defined in Annex A), have been or will be so recorded or filed and
all applicable recording and filing fees therefor have been or will be paid.




     Based on the foregoing, and subject to the qualifications and limitations stated herein, we
are of the opinion that, as of the date hereof:



     1. Delta Connection (a) is a corporation incorporated under the laws of the State of Florida
and its status is active, (b) has the corporate power and authority to execute, deliver and perform
each of its obligations under the Loan Documents to which it is a party, and to grant the security
interests to be granted by it pursuant to the Security Documents to which it is a party, and (c)
has duly authorized the execution, delivery and performance of each of the Loan Documents to which
it is a party.



     2. Neither the execution, delivery or performance by Delta Connection of the Loan Documents to
which it is a party, nor the consummation by Delta Connection of the transactions contemplated
thereby (including, without limitation, the guaranty of the borrowings and the granting of the
security interests by it thereunder) and, will constitute a breach or default under or a violation
of (a) any of the terms, conditions or provisions of any order, writ, judgment or decree known to
us to which Delta Connection is a party or subject, or (b) any present statute, rule or regulation
of the State of Florida binding on Delta Connection. Neither the execution, delivery or
performance by Delta Connection of the Loan Documents to which it is a party nor the consummation
by Delta Connection of the transactions contemplated thereby (including, without limitation, the
guaranty of the borrowings and the granting of the security interests by it thereunder) will
constitute a breach or default under or a violation of any of the terms, conditions or provisions
of the Articles of Incorporation or Bylaws of Delta Connection. Except for (i) the filing of the
Florida Financing Statement in the Florida Secured Transaction Registry and (ii) such consents,
approvals, authorizations, registrations, declarations and filings as have heretofore been obtained
or made by Delta Connection, no authorization, consent or approval or other action by, the State of
Florida is required in connection with the execution, delivery and performance by Delta Connection
of the Loan Documents to which it is a party.



     3. The filing of the Florida Financing Statement, together with the payment of any required
filing fees, in the Florida Secured Transaction Registry is sufficient to perfect the security
interest created by the Security Documents in the interest of Delta Connection in those types of
collateral (other than fixtures, farm products, timber and as-extracted collateral) in which a
security interest may be perfected by the filing of a financing statement under the Florida UCC
(the “UCC-1 Collateral”).



 









 





Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement

April 30, 2007

Page 4




     4. (a) You also have requested our opinion as to the enforceability under Florida law of the
New York choice of law provisions contained in the Loan Documents. You have advised us that the
Agent has its principal place of business in New York; that the Loan Documents will be held by the
holders thereof in New York; and that the proceeds advanced under the Credit Agreement have been or
will be disbursed by the Agent to the Borrower with funds wired from New York. In addition, we
note that by their terms the Loan Documents expressly select the laws of the State of New York as
the law governing their interpretation; that the Loan Documents were delivered to the Agent in New
York; and that payments required to be made under the Credit Agreement are payable in the State of
New York.



          (b) Based upon the foregoing assumptions and facts, it is our opinion that it is more likely
than not that a “normal” and “reasonable” relationship exists between the transaction evidenced by
the Loan Documents and the State of New York, and therefore, under the holding of Continental
Mortgage Investors v. Sailboat Key, Inc., 395 So. 2d. 507 (Fla. 1981), and the line of
subsequent related decisions, while the matter is not free from doubt, it is our opinion that, if
the matter were properly presented today to a court in Florida having jurisdiction, and assuming
interpretation of the relevant law on a basis consistent with existing authority, it is more likely
than not that a Florida court (or a federal court applying Florida choice of law rules) would
conclude as binding the designation of New York as the jurisdiction whose law is to govern the
provisions of the Loan Documents.




     The opinions expressed herein are also subject to the following qualifications and
limitations:



     A. We express no opinion with respect to the applicability of Section 547 or Section 548 of
the Bankruptcy Code or any other preference or fraudulent conveyance provision. In particular, we
express no opinion as to whether the indebtedness evidenced by the Credit Agreement constitutes new
value or whether a subsidiary may guarantee or otherwise become liable for, or pledge its assets to
secure, indebtedness incurred by its parent or another subsidiary of its parent, except to the
extent such subsidiary may be determined to have received a benefit from the incurrence of such
indebtedness by its parent or such other subsidiary, or as to whether such benefit may be measured
other than by the extent to which the proceeds of the indebtedness incurred by the parent or such
other subsidiary are directly or indirectly made available to such subsidiary for its corporate
purposes. Additionally, Section 552 of the Bankruptcy Code limits the extent to which property
acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a
lien resulting from any security agreement entered into by the debtor before the commencement of
the case.



     B. We express no opinion as to the legality, validity, binding nature or enforceability of any
provision of the Loan Documents.



     C. We express no opinion as to the existence of, or the title of Delta Connection to, any item
of Collateral or the priority, or (except as set forth in paragraph 3 above) the perfection,



 









 





Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement

April 30, 2007

Page 5



of any security interest created by the Security Documents and specifically call your
attention to the following:




          (i) the effectiveness of the Florida Financing Statement terminates five years after the date
of filing unless a continuation statement with respect to such financing statement is filed prior
to such termination in accordance with the Florida UCC;




          (ii) the Florida UCC provides that if the debtor so changes its name, identity or corporate
structure that a filed financing statement becomes seriously misleading, the filing is not
effective to perfect a security interest in collateral acquired by the debtor more than four months
after such change unless a new appropriate financing statement is filed before the expiration of
that period;




          (iii) the Florida UCC provides that (a) if the debtor changes its “location” within the
meaning of Article 9 of the Florida UCC, the effectiveness of the financing statement naming such
debtor will lapse four months after such change of location; and (b) if the debtor transfers any of
the Collateral to a person that thereby becomes a debtor under any of the Security Documents and is
located in another jurisdiction within the meaning of Article 9 of the Florida UCC, the
effectiveness of the applicable financing statement, with respect to the Collateral transferred,
will lapse one year after such transfer;




          (iv) under certain circumstances described in the Florida UCC, the rights of a secured party
to enforce a perfected security interest in proceeds of collateral may be limited;




          (v) under certain circumstances described in the Florida UCC, purchasers of collateral may
take the same free of a perfected security interest;




          (vi) certain types of collateral described in the Security Documents may not be perfected by
the filing of financing statements under the Florida UCC;




          (vii) a transferee of money or funds from a deposit account takes such money or funds free of
a security interest in the deposit account unless the transferee acts in collusion with the debtor
in violating the rights of the secured party;




          (viii) a bank with which a deposit account is maintained may exercise any right of recoupment
or set-off against a secured party that holds a security interest in the deposit account, unless
the secured party has obtained control over the deposit account by becoming the bank’s customer
with respect to such account and the set-off is based on a claim against the debtor or unless the
bank agrees otherwise in an authenticated record;




          (ix) any security interest of the Agent and the Lenders: (a) with respect to “future
advances”, (b) in an interest of a party under a “lease contract”, or (c) in the “lessor’s residual
interest” in “goods,” and the perfection, in each case, of such security interests, is limited to
the extent set forth in Article 9 of the Florida UCC;




 









 





Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement

April 30, 2007

Page 6




          (x) we express no opinion with respect to the perfection or enforceability of any security
interest in any of the UCC-1 Collateral consisting of claims against any government or governmental
agency (including, without limitation, the United States of America or any state thereof, or any
agency or department of the United States of America or any state thereof);




          (xi) we express no opinion as to the creation, enforceability, attachment, assignment or
priority whatsoever of any security interests, or the existence of any claims, rights or other
matters, in favor of any obligor under the UCC-1 Collateral;




          (xii) we express no opinion as to the creation, validity, binding effect, enforceability,
effectiveness or perfection of any security interest not governed exclusively by Article 8 or
Article 9 of the Florida UCC;




          (xiii) any security interest in any of the UCC-1 Collateral which is cash or cash equivalents,
a “deposit account,” “tangible chattel paper,” “instruments,” “negotiable documents,” “certificated
securities,” “goods,” “letter of credit rights,” “investment property” and certain other types of
collateral may be subject to the rights of other persons who take, or have taken, possession,
delivery or control of such UCC-1 Collateral pursuant to Article 8 or 9 of the Florida UCC;




          (xiv) any security interest in any of the UCC-1 Collateral that is subject to a statute,
regulation or treaty referred to in Article 9 of the Florida UCC is subject to the requirements of
such statute, regulation or treaty;




          (xv) any security interest arising from (a) an assignment of “accounts” or “payment
intangibles” which does not by itself or in conjunction with other assignments to the same
transferee transfer a significant part of the assignor’s outstanding “accounts” or “payment
intangibles,” (b) the delivery of a “financial asset” under Article 9 of the Florida UCC, or (c) an
assignment for the benefit of all creditors of the transferor and subsequent transfers by the
assignee thereunder, is perfected when it attaches under Article 9 of the Florida UCC;




          (xvi) we call to your attention that, under the Florida UCC, the failure of a secured party to
respond within two weeks after receipt of a debtor’s request for approval or correction of such
debtor’s statement of the aggregate amount of unpaid obligations or such debtor’s list of
collateral may result in a loss of that secured party’s security interest in collateral as against
persons misled by that secured party’s failure to respond, and may also result in liability of that
secured party for any loss caused to such debtor thereby; and




          (xvii) any security interest in after-acquired property, any security interest in accessions,
and any security interest in contracts, agreements and accounts are subject in all respects to the
limitations set forth in the Florida UCC.




 









 





Goldman Sachs Credit Partners L.P.,

as Agent, and the Lenders party to the

Credit Agreement

April 30, 2007

Page 7




     D. We express no opinion with respect to the perfection of any security interest in any
collateral consisting of goods that are or are to become fixtures, standing timber to be cut, farm
products, consumer goods, as-extracted collateral, or goods covered by certificates of title.



     E. We express no opinion as to the perfection or enforcement of any security interest in any
collateral that is subject to an agreement that is or purports to be non-assignable or that may not
be assigned under applicable law or regulation, other than collateral consisting of accounts,
chattel paper, general intangibles, health-care-insurance receivables, lease agreements and
promissory notes, to the extent provided in the Florida UCC, and we express no opinion regarding
the enforceability of provisions that purport to render void and of no effect any transfers of
Delta Connection’s rights in the collateral in violation of the terms of the Loan Documents.



     F. We express no opinion as to the effect of any state or federal laws or regulations
applicable to the Agent or any Lender because of the Agent’s or such Lender’s legal or regulatory
status or nature of the Agent’s or such Lender’s business.



     G. Our opinions in paragraph 2 above as to authorizations, consents and approvals of, or other
actions by any governmental authority, and as to statutes, rules and regulations, are based upon a
review of those laws, statutes, rules or regulations that, in our experience, are normally
applicable to the transactions of the type contemplated by the Loan Documents.



     This opinion letter is limited to matters expressly stated herein and no opinions are to be
inferred or may be implied beyond the matters expressly so stated. We assume no obligation to
supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts that might change the opinions expressed above after the date hereof.



     The foregoing opinions are solely for your benefit and may not be relied on by any Person,
except your permitted assignees and other Lenders under the Loan Documents, without our prior
written consent.



Very truly yours,





 









 








Annex A




Loan Documents





	1.	 	Second Lien Term Loan and Guaranty Agreement, dated as of April 30, 2007.
	 
	2.	 	Second Lien Security Agreement, dated as of April 30, 2007.
	 
	3.	 	Second Lien Pledge Agreement, dated as of April 30, 2007.
	 
	4.	 	Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement,
dated as of April 30, 2007.
	 
	5.	 	Second Lien Slot, Gate and Route Security and Pledge Agreement, dated as of April 30,
2007.
	 
	6.	 	Intercreditor Agreement, dated as of April 30, 2007.
	 
	7.	 	UCC-1 Financing Statement naming Delta Connection, as debtor, to be filed with the
Florida Secured Transaction Registry, a copy of which is attached hereto (the “Florida
Financing Statement”).






 









 








Annex B




Officer’s Certificate




See attached.





 









 








Annex B to

Opinion of Counsel from

Akerman Senterfitt

dated April 30, 2007




Officer’s Certificate




April 30, 2007




     The undersigned, Jason Dauderman, Vice President of Finance and Chief Financial Officer of
Delta Connection Academy, Inc., a Florida corporation (the “Company”), hereby certifies the
following matters to Akerman Senterfitt (“Counsel”) in order to induce Counsel to provide that
certain opinion of even date herewith (the “Opinion”) based, in part, upon the matters set forth in
this Officer’s Certificate (“Certificate”). Terms defined in the Loan Documents (as defined in the
Opinion) and in the Opinion shall have the same meanings when used herein, unless otherwise defined
herein.



     1. Representations and Warranties True and Correct. The representations and
warranties of the Company set forth in the Loan Documents to which it is a party are true, correct
and complete as of this date, with the same effect as if made on this date.



     2. Resolutions. The Company has delivered to Counsel copies of all resolutions
(copies of which are attached hereto) adopted by the Company relating to the Loan Documents and the
transactions contemplated thereby, and such actions remain in full force and effect and are the
only resolutions adopted by the Company relating to such matters. The contemplated actions set
forth therein are within the powers of the Company as set forth in its charter documents. The
foregoing documents which have been made available to you constitute all of the documents which may
affect the authorization of the Loan Documents and the transactions contemplated thereby.



     3. Bylaws. The Bylaws delivered to Counsel have been in full force and effect at all
times since May 31, 1987 to and including the date hereof.



     4. No Dissolution. No action has been taken by the Company in contemplation of filing
any amendment to its Articles of Incorporation or of any liquidation or dissolution of the Company,
and the Company continues to exist under the laws of the State of Florida.



     5. Authorization. The undersigned is not aware, and has received no notices, that the
Company does not have the corporate or other power to conduct its business as presently conducted.



     6. No Conflict. The execution, delivery and performance by the Company of the Loan
Documents to which it is a party does not breach or conflict with any material agreement,
instrument, order, writ, judgment or decree, or result in the creation of any Lien upon its
properties or assets (other than with respect to the creation of Liens pursuant to the Loan
Documents).



 









 





     7. No Consent. No consent, approval, authorization, order, rule or regulation of any
governmental person or entity is required for the Company to execute, deliver and perform under the
Loan Documents to which it is a party, except those which have been previously obtained.



     8. Compliance. The Company has complied with all of its obligations contained in the
Loan Documents which are required to be complied with it thereunder on or prior to the date hereof.



     9. Accuracy of Statements. The undersigned hereby certifies that he is not aware of
any facts that could render any of the foregoing statements to be untrue or incomplete in any
respect.



     The undersigned is rendering this Certificate in order to enable Counsel to render the
Opinion. The undersigned is aware that Counsel is relying on this Certificate in rendering the
Opinion and that this Certificate may be attached as an exhibit to such Opinion. The undersigned
has knowledge of all the facts contained herein and hereby consents to Counsel’s issuance of the
Opinion.



{Signature Page to Follow}




 









 








     IN WITNESS WHEREOF, the undersigned hereunto sets his hand as of the date first above written.



	 	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







 











 





EXHIBIT G-5




April 30, 2007




Goldman Sachs Credit Partners L.P.

  as Collateral Agent

1 New York Plaza

New York, NY 10004




          Re: Delta Air Lines, Inc. et al.




Ladies and Gentlemen:




          We have acted as special Delaware counsel to Delta Air Lines, Inc., a Delaware corporation
(“Delta”), COMAIR Holdings, LLC, a Delaware limited liability company (“COMAIR Holdings”), DAL
Global Services, LLC, a Delaware limited liability company (“DAL Global”), DAL Moscow, Inc., a
Delaware corporation (“Moscow”), Delta Benefits Management, Inc., a Delaware corporation (“Delta
Benefits”), Delta Loyalty Management Services, LLC, a Delaware limited liability company (“Loyalty
Management”), Epsilon Trading, LLC, a Delaware limited liability company (“Epsilon”), and Kappa
Capital Management, LLC, a Delaware limited liability company (“Kappa Capital” and together with
Delta, COMAIR Holdings, DAL Global, Moscow, Delta Benefits, Loyalty Management, and Epsilon, the
“Companies” and each individually, a “Company”), in connection with certain matters of Delaware law
set forth below relating to (i) that certain Second Lien Security Agreement dated as of April 30,
2007 (the “Security Agreement”) among Delta, each of the other entities listed on the signature
pages thereto and Goldman Sachs Credit Partners L.P. (“GSCP”), as collateral agent for the Second
Priority Secured Parties, (ii) that certain Second Lien Term Loan and Guaranty Agreement dated as
of April 30, 2007 (the “Credit Agreement”) among Delta, each of the other entities listed on the
signature pages thereto, each of the Lenders from time to time party thereto, GSCP, as
administrative agent and collateral agent, GSCP and Merrill Lynch Commercial Finance Corp., as
co-lead arrangers and joint bookrunners, Barclays Capital, as syndication agent and joint
bookrunner, and Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as
co-documentation agents, (iii) that certain Second Lien Pledge Agreement dated as of April 30, 2007
(the “Pledge Agreement”) among Delta, each of the other




 









 





Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 2



entities listed on the signature pages thereto and GSCP, as collateral agent for the Second
Priority Secured Parties, (iv) that certain Second Lien Slot, Gate and Route Security and Pledge
Agreement dated as of April 30, 2007 (the “SGR Pledge Agreement”) made by Delta and COMAIR, Inc.,
an Ohio corporation (“COMAIR”), to GSCP, as collateral agent, and (v) that certain Second Lien
Aircraft, Space Engines and Spare Parts Mortgage and Security Agreement dated as of April 30, 2007
(the “Aircraft Mortgage”) made by Delta and COMAIR in favor of GSCP, as collateral agent. For
purposes of this opinion, (i) the term “Collateral Agent” as used herein means GSCP in its capacity
as collateral agent under the Security Agreement, the Pledge Agreement, the SGR Pledge Agreement
and/or the Aircraft Mortgage, as applicable, and (ii) the term “Collateral” as used herein means
the Collateral (as defined in the Security Agreement), the Collateral (as defined in the Pledge
Agreement), the Collateral (as defined in the SGR Pledge Agreement) and the Collateral (as defined
in the Aircraft Mortgage). Capitalized terms used herein and not otherwise herein defined are used
as defined in the Credit Agreement. Non-capitalized terms used in connection with the opinions
given herein with respect to matters within the scope of Article 9 of the Uniform Commercial Code
are used as defined in the Uniform Commercial Code as enacted and presently in effect in the State
of Delaware (the “Delaware UCC”), to the extent that they are defined in the Delaware UCC.




          In rendering this opinion, we have examined and relied upon copies of the following documents
in the forms provided to us: the Security Agreement; the Credit Agreement; the Pledge Agreement,
the SGR Pledge Agreement; the Aircraft Mortgage; the UCC-1 Financing Statement naming Delta as
“debtor” and the Collateral Agent as “secured party” to be filed in the Office of the Secretary of
State of the State of Delaware (the “State Office”) in the form attached hereto as Exhibit 1 (the
“Delta Financing Statement”); the UCC-1 Financing Statement naming COMAIR Holdings as “debtor” and
the Collateral Agent as “secured party” to be filed in the State Office in the form attached hereto
as Exhibit 2 (the “COMAIR Holdings Financing Statement”); the UCC-1 Financing Statement naming DAL
Global as “debtor” and the Collateral Agent as “secured party” to be filed in the State Office in
the form attached hereto as Exhibit 3 (the “DAL Global Financing Statement”); the UCC-1 Financing
Statement naming Moscow as “debtor” and the Collateral Agent as “secured party” to be filed in the
State Office in the form attached hereto as Exhibit 4 (the “Moscow Financing Statement”); the UCC-1
Financing Statement naming Delta Benefits as “debtor” and the Collateral Agent as “secured party”
to be filed in the State Office in the form attached hereto as Exhibit 5 (the “Delta Benefits
Financing Statement”); the UCC-1 Financing Statement naming Loyalty Management as “debtor” and the
Collateral Agent as “secured party” to be filed in the State Office in the form attached hereto as
Exhibit 6 (the “Loyalty Management Financing Statement”); the UCC-1 Financing Statement naming
Epsilon as “debtor” and the Collateral Agent as “secured party” to be filed in the State Office in
the form attached hereto as Exhibit 7 (the “Epsilon Financing Statement”); the UCC-1 Financing
Statement naming Kappa Capital as “debtor” and the Collateral Agent as “secured party” to be filed
in the State Office in the form attached hereto as Exhibit 8 (the “Kappa Capital Financing
Statement” and together with the Delta Financing Statement, the COMAIR Holdings Financing
Statement, the DAL Global Financing Statement, the Moscow Financing Statement, the Delta Benefits
Financing Statement,




 









 





Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 3



the Loyalty Management Financing Statement and the Epsilon Financing Statement, the “Financing
Statements” and each individually, a “Financing Statement”); and certifications of good standing of
each of the Companies obtained as of a recent date from the State Office. In such examinations, we
have assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as copies or
drafts of documents to be executed and the legal competence and capacity of natural persons to
complete the execution of documents. We have further assumed for purposes of this opinion: (i)
the due formation or organization, valid existence and good standing of each entity that is a
signatory to any of the documents examined by us under the laws of the jurisdiction of its
formation or organization; (ii) the due authorization, authentication, adoption, approval,
certification, acknowledgement, execution, filing, indexing and delivery, as applicable, of each of
the above referenced documents by each of the parties thereto; (iii) that each Financing Statement
accurately provides the mailing address of the Company named as “debtor” therein and the name and
mailing address of the Collateral Agent and sufficiently indicates the Filing Collateral (as
defined below) in accordance with Section 9-502 of the Delaware UCC; (iv) that each Company was not
originally, is not and will not be organized or existing under the laws of any jurisdiction other
than the State of Delaware; (v) that each of the Security Agreement, Credit Agreement, the Pledge
Agreement, the SGR Pledge Agreement and the Aircraft Mortgage constitutes a legal, valid and
binding agreement of each of the parties thereto and is enforceable against each of the parties
thereto in accordance with its terms; and (vi) that the documents examined by us are in full force
and effect, express the entire understanding of the parties thereto with respect to the subject
matter thereof and have not been supplemented, amended or otherwise modified, except as herein
referenced. No opinion is expressed herein with respect to the requirements of, or compliance
with, federal or state securities or blue sky laws. As to any facts material to our opinion, other
than those assumed, we have relied without independent investigation on the above-referenced
documents and on the accuracy as of the date hereof of the matters therein contained. We have not
reviewed any documents other than those referenced above in connection with rendering this opinion
and we have assumed there are no documents that are contrary to or inconsistent with the opinions
herein expressed.




          Based on and subject to the foregoing and to the further assumptions and qualifications set
forth below, and limited in all respects to matters of Delaware law, it is our opinion that:




          1. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement), the
Collateral (as defined in the Pledge Agreement), the Collateral (as defined in the SGR Pledge
Agreement) and the Collateral (as defined in the Aircraft Mortgage) owned or acquired by Delta (the
“Delta Collateral”), (A) the Delta Financing Statement is in sufficient form for filing with the
State Office under the Delaware UCC with respect to the portion of Delta Collateral as to which a
security interest can be perfected by filing a financing statement in the State Office under the
Delaware UCC (the “Delta Filing Collateral”), and (B) upon the proper




 









 





Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 4



filing of the Delta Financing Statement in the State Office pursuant to the provisions of the
Delaware UCC, the security interest of the Collateral Agent in the Delta Filing Collateral will be
perfected.




          2. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by COMAIR Holdings (the “COMAIR
Holdings Collateral”), (A) the COMAIR Holdings Financing Statement is in sufficient form for filing
with the State Office under the Delaware UCC with respect to the portion of COMAIR Holdings
Collateral as to which a security interest can be perfected by filing a financing statement in the
State Office under the Delaware UCC (the “COMAIR Holdings Filing Collateral”), and (B) upon the
proper filing of the COMAIR Holdings Financing Statement in the State Office pursuant to the
provisions of the Delaware UCC, the security interest of the Collateral Agent in the COMAIR
Holdings Filing Collateral will be perfected.




          3. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by DAL Global (the “DAL Global
Collateral”), (A) the DAL Global Financing Statement is in sufficient form for filing with the
State Office under the Delaware UCC with respect to the portion of DAL Global Collateral as to
which a security interest can be perfected by filing a financing statement in the State Office
under the Delaware UCC (the “DAL Global Filing Collateral”), and (B) upon the proper filing of the
DAL Global Financing Statement in the State Office pursuant to the provisions of the Delaware UCC,
the security interest of the Collateral Agent in the DAL Global Filing Collateral will be
perfected.




          4. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Moscow (the “Moscow
Collateral”), (A) the Moscow Financing Statement is in sufficient form for filing with the State
Office under the Delaware UCC with respect to the portion of Moscow Collateral as to which a
security interest can be perfected by filing a financing statement in the State Office under the
Delaware UCC (the “Moscow Filing Collateral”), and (B) upon the proper filing of the Moscow
Financing Statement in the State Office pursuant to the provisions of the Delaware UCC, the
security interest of the Collateral Agent in the Moscow Filing Collateral will be perfected.




          5. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Delta Benefits (the “Delta
Benefits Collateral”), (A) the Delta Benefits Financing Statement is in sufficient form for filing
with the State Office under the Delaware UCC with respect to the




 









 





Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 5



portion of Delta Benefits Collateral as to which a security interest can be perfected by
filing a financing statement in the State Office under the Delaware UCC (the “Delta Benefits Filing
Collateral”), and (B) upon the proper filing of the Delta Benefits Financing Statement in the State
Office pursuant to the provisions of the Delaware UCC, the security interest of the Collateral
Agent in the Delta Benefits Filing Collateral will be perfected.




          6. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Loyalty Management (the
“Loyalty Management Collateral”), (A) the Loyalty Management Financing Statement is in sufficient
form for filing with the State Office under the Delaware UCC with respect to the portion of Loyalty
Management Collateral as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Loyalty Management Filing Collateral”),
and (B) upon the proper filing of the Loyalty Management Financing Statement in the State Office
pursuant to the provisions of the Delaware UCC, the security interest of the Collateral Agent in
the Loyalty Management Filing Collateral will be perfected.




          7. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Epsilon (the “Epsilon
Collateral”), (A) the Epsilon Financing Statement is in sufficient form for filing with the State
Office under the Delaware UCC with respect to the portion of Epsilon Collateral as to which a
security interest can be perfected by filing a financing statement in the State Office under the
Delaware UCC (the “Epsilon Filing Collateral”), and (B) upon the proper filing of the Epsilon
Financing Statement in the State Office pursuant to the provisions of the Delaware UCC, the
security interest of the Collateral Agent in the Epsilon Filing Collateral will be perfected.




          8. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Kappa Capital (the “Kappa
Capital Collateral”), (A) the Kappa Capital Financing Statement is in sufficient form for filing
with the State Office under the Delaware UCC with respect to the portion of Kappa Capital
Collateral as to which a security interest can be perfected by filing a financing statement in the
State Office under the Delaware UCC (the “Kappa Capital Filing Collateral”), and (B) upon the
proper filing of the Kappa Capital Financing Statement in the State Office pursuant to the
provisions of the Delaware UCC, the security interest of the Collateral Agent in the Kappa Capital
Filing Collateral will be perfected.




          In connection with the opinions set forth above, we have assumed (i) that the Security
Agreement creates or, with respect to after acquired property, will create in favor of the
Collateral Agent a valid security interest in and to the portion of Collateral (as defined in the




 









 





Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 6



Security Agreement) as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Security Agreement Filing Collateral”)
which security interest has attached or, with respect to after acquired property, will attach under
the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”), (ii) that
the Pledge Agreement creates or, with respect to after acquired property, will create in favor of
the Collateral Agent a valid security interest in and to the portion of Collateral (as defined in
the Pledge Agreement) as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Pledge Agreement Filing Collateral”)
which security interest has attached or, with respect to after acquired property, will attach under
the New York UCC, (iii) that the SGR Pledge Agreement creates or, with respect to after acquired
property, will create in favor of the Collateral Agent a valid security interest in and to the
portion of Collateral (as defined in the SGR Pledge Agreement) as to which a security interest can
be perfected by filing a financing statement in the State Office under the Delaware UCC (the “SGR
Pledge Agreement Filing Collateral”) which security interest has attached or, with respect to after
acquired property, will attach under the New York UCC, (iv) that the Aircraft Mortgage creates or,
with respect to after acquired property, will create in favor of the Collateral Agent a valid
security interest in and to the portion of Collateral (as defined in the Aircraft Mortgage) as to
which a security interest can be perfected by filing a financing statement in the State Office
under the Delaware UCC (the “Aircraft Mortgage Filing Collateral” and together with the Security
Agreement Filing Collateral, the Pledge Agreement Filing Collateral and the SGR Pledge Agreement
Filing Collateral, the “Filing Collateral”) which security interest has attached or, with respect
to after acquired property, will attach under the New York UCC, and (v) that under the New York
UCC, the substantive laws of the Delaware UCC (and not the Delaware UCC choice-of-law rules) govern
the perfection of a security interest in the Filing Collateral.




          In addition, in connection with the opinions set forth above, we express no opinion as to (i)
the effect of perfection or nonperfection or the priority of any security interest of the
Collateral Agent in any portion of the Filing Collateral, (ii) the existence, legality, validity,
binding effect or enforceability of any security interest under the Security Agreement, the Pledge
Agreement, the SGR Pledge Agreement, the Aircraft Mortgage or otherwise, (iii) the rights or
interests of any of the parties to the Security Agreement, the Pledge Agreement, the SGR Pledge
Agreement, the Aircraft Mortgage or any other person or entity in, or title of any such parties,
persons or entities to, any of the Collateral, or as to the value of any such Collateral, (iv) any
Collateral until such Collateral is acquired by the applicable Company, (v) in the case of any
Collateral that is secured by other property, the rights or interests of any of the parties to the
Security Agreement, the Pledge Agreement, the SGR Pledge Agreement, the Aircraft Mortgage or any
other person or entity in, or title of any such parties, persons or entities to, any of such
underlying property, (vi) any Collateral other than the Filing Collateral, (vii) any Filing
Collateral due from any government or any agency or instrumentality thereof, (viii) any Filing
Collateral that constitutes fixtures, as extracted collateral or timber to be cut, (ix) any Filing
Collateral that constitutes commercial tort claims, (x) any Filing Collateral that constitutes
consumer goods, (xi) any Filing Collateral that constitutes goods subject to a negotiable




 









 





Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 7



document of title and (xii) transactions excluded from the application of Article 9 of the
Delaware UCC pursuant to the provisions of Section 9-109 thereof. Further, to the extent the
opinions set forth above relate to proceeds, such opinions are subject to the qualification that
the perfection of an interest in proceeds is subject to the limitations and requirements of Section
9-315 of the Delaware UCC.




          Further, in connection with the opinions set forth above, we note that the security interest
of the Collateral Agent in certain Filing Collateral may be subject to the rights of account
debtors in respect of such Filing Collateral, claims and defenses of such account debtors and terms
of agreements with such account debtors.




          In addition, in connection with the opinions set forth above, we express no opinion as to any
actions that may be required to be taken periodically under the Delaware UCC or other applicable
law in order for the effectiveness of the Financing Statements, or the perfection of the security
interest of the Collateral Agent in the Filing Collateral, to be maintained. We note, however,
that the perfection of the security interest of the Collateral Agent in the Filing Collateral and
the effectiveness of each Financing Statement will either terminate or be materially limited (i)
unless an appropriate continuation statement is properly filed (a) within the period of six months
prior to the expiration of the five-year period from the date of the original filing of such
Financing Statement and (b) if a prior continuation statement has been filed, within the period of
six months prior to the expiration of the Financing Statement continued by such prior continuation
statement, (ii) if a Company changes its name so as to make the relevant Financing Statement
seriously misleading, unless an amendment to such Financing Statement that renders such Financing
Statement not seriously misleading is properly filed within four months after such a change in
name, (iii) if a Company changes its jurisdiction of formation or organization to another
jurisdiction, four months after such Company changes its jurisdiction of formation or organization
to another jurisdiction, unless such security interest is perfected in such new jurisdiction within
such time, (iv) if a Company transfers the relevant Filing Collateral to a person or entity that
thereby becomes a debtor and is located in another jurisdiction, one year after such Company
transfers such Filing Collateral to a person or entity that thereby becomes a debtor and is located
in another jurisdiction, unless such security interest is perfected in such new jurisdiction within
such time, and (v) if a Company becomes organized under the laws of another jurisdiction in
addition to the State of Delaware.




          Further, the opinions set forth above are subject to the effect of (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other laws of general application relating to
or affecting the enforcement of creditors’ rights and remedies, as from time to time in effect,
(ii) application of equitable principles (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and (iii) principles of course of dealing or course of
performance and standards of good faith, fair dealing, materiality and reasonableness that may be
applied by a court to the exercise of rights and remedies by, and other acts of, a creditor.




 









 








Goldman Sachs Credit Partners L.P.

  as Collateral Agent

April 30, 2007

Page 8




          The opinions expressed herein are intended solely for the benefit of the addressee hereof in
connection with the matters contemplated hereby and may not be relied upon by any other person or
entity or for any other purpose without our prior written consent. This opinion speaks only as of
the date hereof and is based on our understandings and assumptions as to present facts and our
review of the above-referenced documents and the application of Delaware law as the same exist on
the date hereof, and we undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or circumstances that may
hereafter come to our attention or any changes in facts or law that may hereafter occur or take
effect.




Very truly yours,




MORRIS, NICHOLS, ARSHT & TUNNELL LLP




Louis G. Hering





 









 








EXHIBIT 1




DELTA FINANCING STATEMENT




See attached.




 









 








EXHIBIT 2




COMAIR HOLDINGS FINANCING STATEMENT




See attached.




 









 








EXHIBIT 3




DAL GLOBAL FINANCING STATEMENT




See attached.




 









 








EXHIBIT 4




MOSCOW FINANCING STATEMENT




See attached.




 









 








EXHIBIT 5




DELTA BENEFITS FINANCING STATEMENT




See attached.




 









 








EXHIBIT 6




LOYALTY MANGEMENT FINANCING STATEMENT




See attached.




 









 








EXHIBIT 7




EPSILON FINANCING STATEMENT




See attached.




 









 








EXHIBIT 8




KAPPA CAPITAL FINANCING STATEMENT




See attached.





 











 





EXHIBIT G-6




July 29, 2007




To the Parties Named on




     Schedule 1 attached hereto




	 	RE:	 	the 104 aircraft described on Schedule 2 attached hereto (collectively, the
“Airframes”), the 226 engines described on Schedule 2 attached hereto (collectively,
the “Engines”) and the 2 spare parts locations described on Schedule 2 attached hereto
(collectively, the “Spare Parts Locations”)




Ladies and Gentlemen:




     This letter confirms that the following described instruments were recorded by the Federal
Aviation Administration (the “FAA”) on the dates and assigned the Conveyance Numbers noted below:




	 	(a)	 	FAA Release dated April 30, 2007 (the “GECC Release”) by General Electric
Capital Corporation, as Administrative Agent and Collateral Agent, which releases the
collateral covered thereby from the terms of Conveyance Nos. F092663, F092672, V010039
and MM030989, which GECC Release was recorded on June 8, 2007 as Conveyance No.
T081820;
	 
	 	(b)	 	FAA Release dated April 30, 2007 (the “AMEX Release”) by American Express
Travel Related Services Company, Inc., as Collateral Agent, which releases the
collateral covered thereby from the terms of Conveyance Nos. AA061328, II039889 and
MM030990, which AMEX Release was recorded on June 8, 2007 as Conveyance No. T081821;
	 
	 	(c)	 	FAA Release dated April 30, 2007 (the “GECC Spare Parts Release”) by General
Electric Capital Corporation, as Administrative Agent and Collateral Agent, which
releases the collateral covered thereby from the terms of Conveyance Nos. V007438 and
H114354, which GECC Spare Parts Release was recorded on June 8, 2007 as Conveyance No.
T081822;




 









 






	 	(d)	 	FAA Release dated April 30, 2007 (the “AMEX Spare Parts Release”) by American
Express Travel Related Services Company, Inc., as Collateral Agent, which releases the
collateral covered thereby from the terms of Conveyance No. P004482, which AMEX Spare
Parts Release was recorded on June 8, 2007 as Conveyance No. T081823;
	 
	 	(e)	 	First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement dated as of April 30, 2007 by Delta Air Lines, Inc. (“Delta”) and Comair,
Inc. (“Comair”), as grantors, in favor of JPMorgan Chase Bank, N.A., as Collateral
Agent (“Chase”), with First Lien Aircraft, Spare Engines and Spare Parts Mortgage and
Security Agreement Supplement No. 1 dated April 30, 2007 by Delta and Comair in favor
of Chase attached thereto, covering the Airframes, the Engines and the Spare Parts, as
such term is defined in the Chase Security Agreement and the Goldman Security Agreement
defined below (the “Spare Parts”) to be maintained by Delta and Comair at the Spare
Parts Locations (collectively, the “Chase Security Agreement”), which Chase Security
Agreement was recorded on May 31, 2007 as Conveyance No. MM031123; and
	 
	 	(f)	 	Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement dated as of April 30, 2007 by Delta and Comair, as grantors, in favor of
Goldman Sachs Credit Partners L.P., as Collateral Agent (“Goldman”), with Second Lien
Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No.
1 dated April 30, 2007 by Delta and Comair in favor of Goldman attached thereto,
covering the Airframes, the Engines and the Spare Parts to be maintained by Delta and
Comair at the Spare Parts Locations (collectively, the “Goldman Security Agreement”),
which Goldman Security Agreement was recorded on June 13, 2007 as Conveyance No.
MM031159.





     Subsequent to the recordations mentioned above, we examined the records maintained by the FAA
for the Airframes, the Engines and the Spare Parts Locations. Based upon such examination, it is
our opinion that:




	 	7.	 	the GECC Release, the AMEX Release, the GECC Spare Parts Release, the AMEX
Spare Parts Release, the Chase Security Agreement and the Goldman Security Agreement
have been duly recorded by the FAA pursuant to and in accordance with the provisions of
Title 49 of the United States Code (the “Transportation Code”);
	 
	 	8.	 	seven of the Airframes (N868CA, N986CA, N936CA, N937CA, N938CA, N940CA and N941CA)
are registered in the name of Comair pursuant to and





 









 





	 	 	 	in accordance with the
Transportation Code and the other of the Airframes are registered in the name of Delta
pursuant to and in accordance with the Transportation Code; and
	 
	 	9.	 	the Airframes, the Engines and the Spare Parts are free and clear of liens and
encumbrances of record at the FAA except as created by (i) the Chase Security
Agreement; and (ii) the Goldman Security Agreement.





     This opinion is subject to the same limitations and exceptions as were set forth in our
opinion letter to you dated June 3, 2007, covering the Airframes, the Engines and the Spare Parts.



Very truly yours,




ROBIN D. JENSON

For the Firm




 









 





SCHEDULE 1




Delta Air Lines, Inc.




Comair, Inc.




JPMorgan Chase Bank, N.A. as Collateral Agent




Goldman Sachs Credit Partners L.P.





 









 








SCHEDULE 2




Description of Airframes




	 	 	 	 	 	 	 
	 	 	 	 	Manufacturer’s	 	United States
	Manufacturer	 	Model	 	Serial No.	 	Registration No.
	McDonnell Douglas
	 	MD-88
	 	49713
	 	N926DL
	McDonnell Douglas
	 	MD-88
	 	49714
	 	N927DA
	McDonnell Douglas
	 	MD-88
	 	49715
	 	N928DL
	McDonnell Douglas
	 	MD-88
	 	49716
	 	N929DL
	McDonnell Douglas
	 	MD-88
	 	49717
	 	N930DL
	McDonnell Douglas
	 	MD-88
	 	49718
	 	N931DL
	McDonnell Douglas
	 	MD-88
	 	49719
	 	N932DL
	McDonnell Douglas
	 	MD-88
	 	49720
	 	N933DL
	McDonnell Douglas
	 	MD-88
	 	49721
	 	N934DL
	McDonnell Douglas
	 	MD-88
	 	49722
	 	N935DL
	McDonnell Douglas
	 	MD-88
	 	49723
	 	N936DL
	McDonnell Douglas
	 	MD-88
	 	49810
	 	N937DL
	McDonnell Douglas
	 	MD-88
	 	49811
	 	N938DL
	McDonnell Douglas
	 	MD-88
	 	49812
	 	N939DL
	McDonnell Douglas
	 	MD-88
	 	49813
	 	N940DL
	McDonnell Douglas
	 	MD-88
	 	49814
	 	N941DL
	McDonnell Douglas
	 	MD-88
	 	49815
	 	N942DL
	McDonnell Douglas
	 	MD-88
	 	49816
	 	N943DL
	McDonnell Douglas
	 	MD-88
	 	49817
	 	N944DL
	McDonnell Douglas
	 	MD-88
	 	49818
	 	N945DL
	McDonnell Douglas
	 	MD-88
	 	49879
	 	N948DL
	McDonnell Douglas
	 	MD-88
	 	49881
	 	N950DL
	McDonnell Douglas
	 	MD-88
	 	49882
	 	N951DL
	McDonnell Douglas
	 	MD-88
	 	53312
	 	N985DL






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Manufacturer’s	 	United States
	Manufacturer	 	Model	 	Serial No.	 	Registration No.
	McDonnell Douglas
	 	MD-88
	 	53313
	 	N986DL
	McDonnell Douglas
	 	MD-88
	 	53339
	 	N988DL
	McDonnell Douglas
	 	MD-88
	 	53341
	 	N989DL
	McDonnell Douglas
	 	MD-88
	 	53343
	 	N991DL
	McDonnell Douglas
	 	MD-88
	 	53344
	 	N992DL
	McDonnell Douglas
	 	MD-88
	 	53346
	 	N994DL
	McDonnell Douglas
	 	MD-88
	 	53362
	 	N995DL
	McDonnell Douglas
	 	MD-88
	 	53364
	 	N997DL
	McDonnell Douglas
	 	MD-88
	 	53370
	 	N998DL
	McDonnell Douglas
	 	MD-88
	 	53372
	 	N900DE
	McDonnell Douglas
	 	MD-88
	 	53378
	 	N901DE
	McDonnell Douglas
	 	MD-88
	 	53380
	 	N903DE
	McDonnell Douglas
	 	MD-88
	 	53409
	 	N904DE
	McDonnell Douglas
	 	MD-88
	 	53415
	 	N906DE
	McDonnell Douglas
	 	MD-88
	 	53416
	 	N907DE
	McDonnell Douglas
	 	MD-88
	 	53418
	 	N909DE
	McDonnell Douglas
	 	MD-88
	 	53419
	 	N910DE
	McDonnell Douglas
	 	MD-88
	 	49997
	 	N912DE
	McDonnell Douglas
	 	MD-88
	 	49956
	 	N913DE
	McDonnell Douglas
	 	MD-88
	 	53420
	 	N915DE
	McDonnell Douglas
	 	MD-88
	 	53421
	 	N916DE
	McDonnell Douglas
	 	MD-88
	 	49959
	 	N918DE
	McDonnell Douglas
	 	MD-88
	 	53422
	 	N919DE
	McDonnell Douglas
	 	MD-90-30
	 	53382
	 	N902DA
	McDonnell Douglas
	 	MD-90-30
	 	53383
	 	N903DA
	McDonnell Douglas
	 	MD-90-30
	 	53385
	 	N905DA
	McDonnell Douglas
	 	MD-90-30
	 	53386
	 	N906DA






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Manufacturer’s	 	United States
	Manufacturer	 	Model	 	Serial No.	 	Registration No.
	McDonnell Douglas
	 	MD-90-30
	 	53388
	 	N908DA
	McDonnell Douglas
	 	MD-90-30
	 	53389
	 	N909DA
	McDonnell Douglas
	 	MD-90-30
	 	53391
	 	N911DA
	McDonnell Douglas
	 	MD-90-30
	 	53392
	 	N912DN
	McDonnell Douglas
	 	MD-90-30
	 	53394
	 	N914DN
	McDonnell Douglas
	 	MD-90-30
	 	53395
	 	N915DN
	McDonnell Douglas
	 	MD-90-30
	 	53396
	 	N916DN
	Boeing
	 	757-232
	 	22808
	 	N601DL
	Boeing
	 	757-232
	 	22813
	 	N606DL
	Boeing
	 	757-232
	 	22815
	 	N608DA
	Boeing
	 	757-232
	 	22820
	 	N613DL
	Boeing
	 	757-232
	 	22821
	 	N614DL
	Boeing
	 	757-232
	 	22822
	 	N615DL
	Boeing
	 	757-232
	 	23993
	 	N639DL
	Boeing
	 	757-232
	 	23994
	 	N640DL
	Boeing
	 	757-232
	 	23996
	 	N642DL
	Boeing
	 	757-232
	 	23997
	 	N643DL
	Boeing
	 	757-232
	 	23998
	 	N644DL
	Boeing
	 	757-232
	 	24217
	 	N646DL
	Boeing
	 	757-232
	 	24218
	 	N647DL
	Boeing
	 	757-232
	 	24372
	 	N648DL
	Boeing
	 	757-232
	 	24389
	 	N649DL
	Boeing
	 	757-232
	 	24391
	 	N651DL
	Boeing
	 	757-232
	 	24392
	 	N652DL
	Boeing
	 	757-232
	 	24395
	 	N655DL
	Boeing
	 	757-232
	 	24396
	 	N656DL
	Boeing
	 	757-232
	 	25332
	 	N671DN






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Manufacturer’s	 	United States
	Manufacturer	 	Model	 	Serial No.	 	Registration No.
	Boeing
	 	757-232
	 	25977
	 	N672DL
	Boeing
	 	757-232
	 	25979
	 	N674DL
	Boeing
	 	757-232
	 	25981
	 	N676DL
	Boeing
	 	757-232
	 	25983
	 	N678DL
	Boeing
	 	757-232
	 	26955
	 	N679DA
	Boeing
	 	757-26D
	 	28446
	 	N900PC
	Boeing
	 	757-212
	 	23125
	 	N751AT
	Boeing
	 	757-212
	 	23126
	 	N750AT
	Boeing
	 	757-212
	 	23127
	 	N757AT
	Boeing
	 	757-212
	 	23128
	 	N752AT
	Boeing
	 	767-332
	 	25984
	 	N139DL
	Boeing
	 	767-332
	 	24759
	 	N171DN
	Boeing
	 	767-332
	 	24800
	 	N173DN
	Boeing
	 	767-332
	 	24803
	 	N175DN
	Boeing
	 	767-332
	 	27110
	 	N183DN
	Boeing
	 	767-3P6
	 	24984
	 	N152DL
	Boeing
	 	767-3P6
	 	24985
	 	N153DL
	Boeing
	 	767-3P6
	 	25269
	 	N155DL
	Boeing
	 	767-3P6
	 	25354
	 	N156DL
	Bombardier
	 	CL-600-2B19
	 	7427
	 	N868CA
	Bombardier
	 	CL-600-2B19
	 	7174
	 	N986CA
	Bombardier
	 	CL-600-2B19
	 	7043
	 	N936CA
	Bombardier
	 	CL-600-2B19
	 	7044
	 	N937CA
	Bombardier
	 	CL-600-2B19
	 	7046
	 	N938CA
	Bombardier
	 	CL-600-2B19
	 	7048
	 	N940CA
	Bombardier
	 	CL-600-2B19
	 	7050
	 	N941CA






 









 






Description of Engines




	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	JT8D-219
	 	P718170D
	Pratt & Whitney
	 	JT8D-219
	 	P718171D
	Pratt & Whitney
	 	JT8D-219
	 	P718172D
	Pratt & Whitney
	 	JT8D-219
	 	P718175D
	Pratt & Whitney
	 	JT8D-219
	 	P718176D
	Pratt & Whitney
	 	JT8D-219
	 	P718177D
	Pratt & Whitney
	 	JT8D-219
	 	P718178D
	Pratt & Whitney
	 	JT8D-219
	 	P718202D
	Pratt & Whitney
	 	JT8D-219
	 	P718203D
	Pratt & Whitney
	 	JT8D-219
	 	P718224D
	Pratt & Whitney
	 	JT8D-219
	 	P718225D
	Pratt & Whitney
	 	JT8D-219
	 	P718212D
	Pratt & Whitney
	 	JT8D-219
	 	P718208D
	Pratt & Whitney
	 	JT8D-219
	 	P718216D
	Pratt & Whitney
	 	JT8D-219
	 	P718217D
	Pratt & Whitney
	 	JT8D-219
	 	P718218D
	Pratt & Whitney
	 	JT8D-219
	 	P718223D
	Pratt & Whitney
	 	JT8D-219
	 	P718226D
	Pratt & Whitney
	 	JT8D-219
	 	P718228D
	Pratt & Whitney
	 	JT8D-219
	 	P718247D
	Pratt & Whitney
	 	JT8D-219
	 	P718248D
	Pratt & Whitney
	 	JT8D-219
	 	P725356D
	Pratt & Whitney
	 	JT8D-219
	 	P718282D
	Pratt & Whitney
	 	JT8D-219
	 	P725358D
	Pratt & Whitney
	 	JT8D-219
	 	P725368D
	Pratt & Whitney
	 	JT8D-219
	 	P725393D






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726021D
	Pratt & Whitney
	 	JT8D-219
	 	P725395D
	Pratt & Whitney
	 	JT8D-219
	 	P725416D
	Pratt & Whitney
	 	JT8D-219
	 	P725354D
	Pratt & Whitney
	 	JT8D-219
	 	P725396D
	Pratt & Whitney
	 	JT8D-219
	 	P725403D
	Pratt & Whitney
	 	JT8D-219
	 	P725419D
	Pratt & Whitney
	 	JT8D-219
	 	P725373DCN
	Pratt & Whitney
	 	JT8D-219
	 	P725390DCN
	Pratt & Whitney
	 	JT8D-219
	 	P725488D
	Pratt & Whitney
	 	JT8D-219
	 	P725489D
	Pratt & Whitney
	 	JT8D-219
	 	P718179D
	Pratt & Whitney
	 	JT8D-219
	 	P718214D
	Pratt & Whitney
	 	JT8D-219
	 	P725513D
	Pratt & Whitney
	 	JT8D-219
	 	P725514D
	Pratt & Whitney
	 	JT8D-219
	 	P725977D
	Pratt & Whitney
	 	JT8D-219
	 	P725978D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726011D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P725989D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726015D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726007D






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726047D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726088D
	Pratt & Whitney
	 	JT8D-219
	 	P725939D
	Pratt & Whitney
	 	JT8D-219
	 	P725959D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726038D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726031D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726051D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726053D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726086D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726081D
	Pratt & Whitney
	 	JT8D-219
	 	P726067D
	Pratt & Whitney
	 	JT8D-219
	 	P726069D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726074D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726077D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726082D






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726087D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726052D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726822D
	Pratt & Whitney
	 	JT8D-219
	 	P726826D
	Pratt & Whitney
	 	JT8D-219
	 	P726827D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P725998D
	Pratt & Whitney
	 	JT8D-219 (shown as

JT8D-217C on FAA record)
	 	P726872D
	Pratt & Whitney
	 	JT8D-219
	 	P726009D
	Pratt & Whitney
	 	JT8D-219
	 	P726905D
	Pratt & Whitney
	 	JT8D-219
	 	P726907D
	Pratt & Whitney
	 	JT8D-219
	 	P726908D
	Pratt & Whitney
	 	JT8D-219
	 	P726923D
	Pratt & Whitney
	 	JT8D-219
	 	P726924D
	Pratt & Whitney
	 	JT8D-219
	 	P725380D
	Pratt & Whitney
	 	JT8D-219
	 	P726918D
	Pratt & Whitney
	 	JT8D-219
	 	P726931D
	Pratt & Whitney
	 	JT8D-219
	 	P726933D
	Pratt & Whitney
	 	JT8D-219
	 	P726865D
	Pratt & Whitney
	 	JT8D-219
	 	P726932D
	Pratt & Whitney
	 	JT8D-219
	 	P726929D






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	JT8D-219
	 	P726952D
	Pratt & Whitney
	 	JT8D-219
	 	P726950D
	Pratt & Whitney
	 	JT8D-219
	 	P726951D
	Pratt & Whitney
	 	JT8D-219
	 	P726967D
	Pratt & Whitney
	 	JT8D-219
	 	P726968D
	Pratt & Whitney
	 	JT8D-219
	 	P726976D
	Pratt & Whitney
	 	JT8D-219
	 	P726979D
	International Aero Engines
	 	V2528-D5
	 	V20007
	International Aero Engines
	 	V2528-D5
	 	V20008
	International Aero Engines
	 	V2528-D5
	 	V20009
	International Aero Engines
	 	V2528-D5
	 	V20010
	International Aero Engines
	 	V2528-D5
	 	V20014
	International Aero Engines
	 	V2528-D5
	 	V20015
	International Aero Engines
	 	V2528-D5
	 	V20019
	International Aero Engines
	 	V2528-D5
	 	V20021
	International Aero Engines
	 	V2528-D5
	 	V20025
	International Aero Engines
	 	V2528-D5
	 	V20026
	International Aero Engines
	 	V2528-D5
	 	V20030
	International Aero Engines
	 	V2528-D5
	 	V20027
	International Aero Engines
	 	V2528-D5
	 	V20035
	International Aero Engines
	 	V2528-D5
	 	V20036
	International Aero Engines
	 	V2528-D5
	 	V20045
	International Aero Engines
	 	V2528-D5
	 	V20046
	International Aero Engines
	 	V2528-D5
	 	V20075
	International Aero Engines
	 	V2528-D5
	 	V20070
	International Aero Engines
	 	V2528-D5
	 	V20079
	International Aero Engines
	 	V2528-D5
	 	V20074






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	International Aero Engines
	 	V2528-D5
	 	V20084
	International Aero Engines
	 	V2528-D5
	 	V20080
	Pratt & Whitney
	 	PW2037
	 	P716336B
	Pratt & Whitney
	 	PW2037
	 	P716325B
	Pratt & Whitney
	 	PW2037
	 	P716348B
	Pratt & Whitney
	 	PW2037
	 	P716308B
	Pratt & Whitney
	 	PW2037
	 	P716385B
	Pratt & Whitney
	 	PW2037
	 	P716366B
	Pratt & Whitney
	 	PW2037
	 	P716392B
	Pratt & Whitney
	 	PW2037
	 	P716305B
	Pratt & Whitney
	 	PW2037
	 	P716505B
	Pratt & Whitney
	 	PW2037
	 	P716506B
	Pratt & Whitney
	 	PW2037
	 	P716507B
	Pratt & Whitney
	 	PW2037
	 	P716512B
	Pratt & Whitney
	 	PW2037
	 	P716513B
	Pratt & Whitney
	 	PW2037
	 	P716510B
	Pratt & Whitney
	 	PW2037
	 	P716310B
	Pratt & Whitney
	 	PW2037
	 	P716514B
	Pratt & Whitney
	 	PW2037
	 	P716326B
	Pratt & Whitney
	 	PW2037
	 	P716518B
	Pratt & Whitney
	 	PW2037
	 	P716522B
	Pratt & Whitney
	 	PW2037
	 	P716523B
	Pratt & Whitney
	 	PW2037
	 	P716528B
	Pratt & Whitney
	 	PW2037
	 	P716359B
	Pratt & Whitney
	 	PW2037
	 	P716524B
	Pratt & Whitney
	 	PW2037
	 	P716526B
	Pratt & Whitney
	 	PW2037
	 	P716534B






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	PW2037
	 	P716521B
	Pratt & Whitney
	 	PW2037
	 	P716536B
	Pratt & Whitney
	 	PW2037
	 	P716537B
	Pratt & Whitney
	 	PW2037
	 	P716527B
	Pratt & Whitney
	 	PW2037
	 	P716543B
	Pratt & Whitney
	 	PW2037
	 	P716544B
	Pratt & Whitney
	 	PW2037
	 	P716545B
	Pratt & Whitney
	 	PW2037
	 	P716546B
	Pratt & Whitney
	 	PW2037
	 	P716577B
	Pratt & Whitney
	 	PW2037
	 	P716578B
	Pratt & Whitney
	 	PW2037
	 	P716581B
	Pratt & Whitney
	 	PW2037
	 	P716582B
	Pratt & Whitney
	 	PW2037
	 	P716586B
	Pratt & Whitney
	 	PW2037
	 	P716587B
	Pratt & Whitney
	 	PW2037
	 	P716590B
	Pratt & Whitney
	 	PW2037
	 	P716591B
	Pratt & Whitney
	 	PW2037
	 	P716595B
	Pratt & Whitney
	 	PW2037
	 	P716596B
	Pratt & Whitney
	 	PW2037
	 	P716598B
	Pratt & Whitney
	 	PW2037
	 	P726701B
	Pratt & Whitney
	 	PW2037
	 	P727211B
	Pratt & Whitney
	 	PW2037
	 	P727212B
	Pratt & Whitney
	 	PW2037
	 	P716315
	Pratt & Whitney
	 	PW2037
	 	P716324
	Pratt & Whitney
	 	PW2037
	 	P716341
	Pratt & Whitney
	 	PW2037
	 	P716327
	Pratt & Whitney
	 	PW2037
	 	P716329






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	Pratt & Whitney
	 	PW2037
	 	P716316
	Pratt & Whitney
	 	PW2037
	 	P716339
	Pratt & Whitney
	 	PW2037
	 	P716320
	General Electric
	 	CF6-80A2
	 	580144
	Pratt & Whitney
	 	PW4060
	 	P724146B
	Pratt & Whitney
	 	PW4060
	 	P724147B
	Pratt & Whitney
	 	PW4060
	 	P724681B
	Pratt & Whitney
	 	PW4060
	 	P724682B
	General Electric
	 	CF6-80C2B4
	 	695307
	General Electric
	 	CF6-80C2B4
	 	695376
	General Electric
	 	CF6-80C2B4
	 	695476
	General Electric
	 	CF6-80C2B4
	 	695438
	General Electric
	 	CF6-80C2B4
	 	695442
	General Electric
	 	CF6-80C2B4
	 	695334
	General Electric
	 	CF6-80C2B4
	 	695374
	General Electric
	 	CF6-80C2B4
	 	695521
	General Electric
	 	CF34-3A1
	 	807634
	General Electric
	 	CF34-3A1
	 	807633
	General Electric
	 	CF34-3A1
	 	807477
	General Electric
	 	CF34-3A1
	 	807488
	General Electric
	 	CF34-3A1
	 	807149
	General Electric
	 	CF34-3A1
	 	807146
	General Electric
	 	CF34-3A1
	 	807147
	General Electric
	 	CF34-3A1
	 	807151
	General Electric
	 	CF34-3A1
	 	807161
	General Electric
	 	CF34-3A1
	 	807654
	General Electric
	 	CF34-3A1
	 	807169






 









 







	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	General Electric
	 	CF34-3A1
	 	807170
	General Electric
	 	CF34-3A1
	 	807177
	General Electric
	 	CF34-3A1
	 	807178
	General Electric
	 	CF34-3A1
	 	807070
	General Electric
	 	CF34-3A1
	 	807051
	General Electric
	 	CF34-3A1
	 	807305
	General Electric
	 	CF34-3A1
	 	807226
	General Electric
	 	CF34-3A1
	 	807318
	General Electric
	 	CF34-3A1
	 	807352
	General Electric
	 	CF34-3A1
	 	807255
	General Electric
	 	CF34-3A1
	 	807421
	General Electric
	 	CF34-3A1
	 	807465
	General Electric
	 	CF34-3A1
	 	807467
	General Electric
	 	CF34-3A1
	 	807468
	General Electric
	 	CF34-3A1
	 	807512
	General Electric
	 	CF34-3A1
	 	807444
	General Electric
	 	CF34-3A1
	 	807466
	General Electric
	 	CF34-3A1
	 	807587
	General Electric
	 	CF34-3A1
	 	807441
	General Electric
	 	CF34-3A1
	 	807590
	General Electric
	 	CF34-3A1
	 	807600
	General Electric
	 	CF34-3A1
	 	807630
	General Electric
	 	CF34-3A1
	 	807648
	General Electric
	 	CF34-3A1
	 	807623
	General Electric
	 	CF34-3A1
	 	807591
	General Electric
	 	CF34-3B1
	 	873516
	General Electric
	 	CF34-3B1
	 	873173






 









 






	 	 	 	 	 
	 	 	 	 	Manufacturer’s
	Manufacturer	 	Model	 	Serial No.
	General Electric
	 	CF34-3B1
	 	873640
	General Electric
	 	CF34-3B1
	 	873174
	General Electric
	 	CF34-3B1
	 	873947
	General Electric
	 	CF34-3B1
	 	873763
	General Electric
	 	CF34-3B1
	 	873891
	General Electric
	 	CF34-8C1
	 	965337
	General Electric
	 	CF34-8C1
	 	965291
	General Electric
	 	CF34-8C1
	 	965443
	Pratt & Whitney
	 	PW2037
	 	716310
	General Electric
	 	CF34-8C1
	 	965384






Description of Spare Parts Locations




Delta Air Lines, Inc.

Delta Tech Ops Center

1775 Aviation Blvd.

Atlanta, GA 30354-3743

USA




Comair, Inc.

82 Comair Blvd.

Erlanger, KY 41048




 









 





EXHIBIT H

to Second Lien Credit Agreement




FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER

TO SECOND LIEN CREDIT AGREEMENT




          ASSUMPTION AND JOINDER AGREEMENT dated as of                      (the “Assumption
Agreement”) made by [Insert Name of New Grantor] a [Insert State of Organization] [corporation,
limited partnership or limited liability company] (the “Company”) for the benefit of the
Second Priority Secured Parties (the “Secured Parties”) (as such term is defined in that
certain Second Lien Term Loan and Guaranty Agreement, dated as of April 30, 2007 (as such agreement
may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from
time to time, the “Credit Agreement”) among Delta Air Lines, Inc., a Delaware corporation
(the “Borrower”), the subsidiaries of the Borrower party thereto (the
“Guarantors”), Goldman Sachs Credit Partners L.P. (“GSCP”) as administrative agent
(in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the
“Collateral Agent”), Barclays Capital, as syndication agent, Goldman Sachs Credit Partners
L.P. and Merrill Lynch Commercial Finance Corp., as co-lead arrangers, Goldman Sachs Credit
Partners L.P., Merrill Lynch Commercial Finance Corp., and Barclays Capital, as joint bookrunners,
Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as co-documentation agents, and
the financial institutions party thereto). Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Credit Agreement.




W I T N E S S E T H




          The Company is a [Insert State of Organization] [corporation, limited partnership or limited
liability company], and is a subsidiary of [Insert name of Borrower or Guarantor]. Pursuant to
Section 5.14 of the Credit Agreement, the Company is required to execute this document as a newly
[formed] [acquired] subsidiary of [Insert name of Borrower or Guarantor].




          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company hereby agrees as follows:




          SECTION 1. Assumption and Joinder. The Company hereby expressly confirms that it
hereby agrees to perform and observe, each and every one of the covenants and agreements and hereby
assumes the obligations and liabilities of (i) a Guarantor under the Credit Agreement applicable to
it as a Guarantor thereunder, (ii) a Guarantor under the Intercreditor Agreement applicable to it
as a Guarantor thereunder [and (iii) a Grantor under [the SGR Security Agreement/Security
Agreement/other Collateral Document, as applicable] (any such applicable documents, a “Company
Security Document”)]1, in each case applicable to it as a Grantor thereunder. By virtue of the
foregoing, the Company hereby accepts and assumes any liability of (w) a Guarantor related to each representation or warranty, covenant or
obligation






 




			
	1	 	Include reference to applicable security documents to the extent
that the Company intends to pledge collateral contemporaneous with the delivery
of this Assumption Agreement.




 









 









made by a Guarantor in the Credit Agreement, and hereby expressly affirms in all
material respects, as of the date hereof, each of such representations, warranties, covenants and
obligations as they apply to the Company (x) a Guarantor related to each representation or
warranty, covenant or obligation made by a Guarantor in the Intercreditor Agreement, and hereby
expressly affirms in all material respects, as of the date hereof, each of such representations,
warranties, covenants and obligations as they apply to the Company, [and (y) a Grantor related to
each representation or warranty, covenant or obligation made by a Grantor in each Company Security
Document, and hereby expressly affirms in all material respects, as of the date hereof, each of
such representations, warranties, covenants and obligations as they apply to the Company] and
hereby expressly affirms in all material respects, as of the date hereof, each of such
representations, warranties, covenants and obligations as they apply to the Company.




          (a) Guarantee. (i) All references to the term “Guarantor” in the Credit Agreement,
or in any document or instrument executed and delivered or furnished, or to be executed and
delivered or furnished, in connection therewith shall be deemed to be references to, and shall
include, the Company, in each case as of the date hereof.




          (ii) The Company, as Guarantor, hereby joins in and agrees to be bound by each and all of the
provisions of the Credit Agreement, as of the date hereof, as a Guarantor thereunder with the same
force and effect as if originally referred to therein as a Guarantor.




          (b) Intercreditor Agreement. (i) All references to the term “Guarantor” in the
Intercreditor Agreement, or in any document or instrument executed and delivered or furnished, or
to be executed and delivered or furnished, in connection therewith shall be deemed to be references
to, and shall include, the Company as of the date hereof.




          (ii) The Company, as Guarantor, hereby joins in and agrees to be bound by each and all of the
provisions of the Intercreditor Agreement, as of the date hereof, as a Guarantor thereunder with
the same force and effect as if originally referred to therein as a Guarantor.




          (c) [Collateral Documents. (i) All references to the term “Grantor” in each Company
Security Document, or in any document or instrument executed and delivered or furnished, or to be
executed and delivered or furnished, in connection therewith shall be deemed to be references to,
and shall include, the Company as of the date hereof.]




          (ii) [The Company, as Grantor, hereby joins in and agrees to be bound by each and all of the
provisions of each Company Security Document, as of the date hereof, with the same force and effect
as if originally referred to therein as a Grantor.]




          SECTION 2. Representations and Warranties. The Company hereby represents and warrants
to the Administrative Agent, the Collateral Agent and the Secured Parties as follows:




          (a) The Company has the requisite [corporate, partnership or limited liability company] power
and authority to enter into this Assumption Agreement and to perform



2









 






its obligations hereunder and
under the Loan Documents to which it is a party. The execution, delivery and performance of this
Assumption Agreement by the Company and the performance of its obligations hereunder and under the
Loan Documents to which it is a party, have been duly authorized by all necessary [corporate,
partnership or limited liability company] action, including the consent of shareholders, partners
or members where required. This Assumption Agreement has been duly executed and delivered by the
Company. This Assumption Agreement and the Loan Documents to which it is a party each constitutes
a legal, valid and binding obligation of the Company enforceable against it in accordance with its
respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.




          (b) The Company has delivered to the Administrative Agent any and all schedules and documents
required as (i) a Guarantor under the Credit Agreement, (ii) a Guarantor under the Intercreditor
Agreement, and (iii) a Grantor under each Company Security Document.




          SECTION 3. Binding Effect. This Assumption Agreement shall be binding upon the
Company and shall inure to the benefit of the Second Priority Secured Parties and their respective
successors and assigns.




          SECTION 4. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 5. Counterparts. This Assumption Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an original for all
purposes, but all such counterparts taken together shall constitute but one and the same
instrument. Any signature delivered by a party by facsimile or .pdf electronic transmission shall
be deemed to be an original signature thereto.



[Signature Pages Follow]




3









 








          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered by its duly authorized officer as of the date first above written.




	 	 	 	 	 
	 	[NAME OF COMPANY]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Signature Page to Assumption Agreement





 









 






EXHIBIT I




INTERCREDITOR AGREEMENT




     Intercreditor Agreement, dated as of April 30, 2007 (this “Agreement”), among JPMORGAN CHASE
BANK, N.A., as Collateral Agent (in such capacity, with its successors and assigns, and as more
specifically defined below, the “First Priority Representative”) for the First Priority Secured
Parties (as defined below), GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent (in such
capacity, with its successors and assigns, and as more specifically defined below, the “Second
Priority Representative”) for the Second Priority Secured Parties (as defined below), DELTA AIR
LINES, INC. (the “Borrower”), and each of the other Loan Parties (as defined below) party hereto.



Recitals:




     WHEREAS, the Borrower, the other Loan Parties, the First Priority Representative and certain
financial institutions and other entities are parties to the First Lien Revolving Credit and
Guaranty Agreement, dated as of April 30, 2007 (as amended or restated from time to time, the
“Existing First Priority Agreement”), pursuant to which such financial institutions and other
entities have agreed to make loans and extend other financial accommodations to the Borrower; and



     WHEREAS, the Borrower, the other Loan Parties, the Second Priority Representative and certain
financial institutions and other entities are parties to the Second Lien Term Loan and Guaranty
Agreement, dated as of April 30, 2007 (as amended or restated from time to time, the “Existing
Second Priority Agreement”), pursuant to which such financial institutions and other entities have
agreed to make loans to the Borrower; and



     WHEREAS, the Borrower and the other Loan Parties have granted to the First Priority
Representative security interests in the Common Collateral as security for payment and performance
of the First Priority Obligations; and



     WHEREAS, the Borrower and the other Loan Parties propose to grant to the Second Priority
Representative junior security interests in the Common Collateral as security for payment and
performance of the Second Priority Obligations; and



     WHEREAS, the Borrower and the other Loan Parties may also grant additional junior security
interests on the Common Collateral as contemplated herein;



     WHEREAS, the lenders under the Existing First Priority Agreement and under the Existing Second
Priority Agreement have agreed to permit the grant of such junior security interests on the terms
and conditions of this Agreement;



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and
other good and valuable consideration, the existence and sufficiency of which are expressly
recognized by all of the parties hereto, the parties agree as follows:



     SECTION 1. Definitions.



     1.1. Defined Terms. The following terms, as used herein, have the following meanings:



     “Additional Debt” has the meaning as set forth in Section 10.3(b).









 



2


     “Additional First Priority Agreement” means any agreement approved for designation as such by
the First Priority Representative and the Second Priority Representative.



     “Additional Second Priority Agreement” means any agreement approved for designation as such by
the First Priority Representative and the Second Priority Representative.



     “Aircraft” means any aircraft which is part of the Common Collateral.



     “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended
from time to time.



     “Borrower” has the meaning set forth in the introductory paragraph hereof.



     “Cap Amount” means $2,100,000,000.



     “Cape Town Convention” means the official English language texts of the Convention on
International Interests in Mobile Equipment and the Protocol to the Convention on International
Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were signed in Cape
Town, South Africa, as in effect in any applicable jurisdiction.



     “Cash Collateral” has the meaning as set forth in Section 3.7.



     “Common Collateral” means all assets that are First Priority Collateral and Second Priority
Collateral.



     “Comparable Second Priority Security Document” means, in relation to any Common Collateral
subject to any First Priority Security Document, the Second Priority Security Document that creates
a security interest in the same Common Collateral, granted by the same Loan Party, as applicable.



     “Comparable Junior Security Document” means, in relation to any Common Collateral subject to
any First Priority Security Document or Second Priority Security Document, the Junior Priority
Security Document that creates a security interest in the same Common Collateral, granted by the
same Loan Party, as applicable.



     “Credit-Linked Deposit” means “Credit-Linked Deposit” as defined in the Existing First
Priority Agreement.



     “Credit-Linked Deposit LC Exposure” means “Credit-Linked Deposit LC Exposure” as defined in
the Existing First Priority Agreement.



     “Credit-Linked Deposit Lenders” means “Credit-Linked Deposit Lenders” as defined in the
Existing First Priority Agreement.



     “Credit-Linked Deposit Letters of Credit” means “Credit-Linked Deposit Letters of Credit” as
defined in the Existing First Priority Agreement.



     “Credit-Linked Deposit Loans” means “Credit-Linked Deposit Loans” as defined in the Existing
First Priority Agreement.



     “Designated Cash Management Obligations” means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of such Person in respect of any treasury, depository
and cash management services and automated clearing house transfers of funds services provided by a
First









 



3



Priority Lender or any of its banking Affiliates, including obligations for the payment of
fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith, in
each case as designated by the Borrower from time to time by notice (a “Designated Cash Management
Notice”) to the Representatives as constituting “Designated Cash Management Obligations”.



     “Designated Cash Management Notice” has the meaning as set forth in the definition of
Designated Cash Management Obligations.



     “Designated Hedging Agreement” means any Hedging Agreement to the extent that the indebtedness
related thereto is owing to a First Priority Lender or any of its Affiliates and is permitted by
Section 6.03(f) or (g) of the Existing First Priority Agreement and Section 6.03(f) or (g) of the
Existing Second Priority Agreement, designated by the Borrower from time to time by notice (a
“Designated Hedging Agreement Notice”) to the Representatives as a “Designated Hedging Agreement”.



     “Designated Hedging Agreement Notice” has the meaning as set forth in the definition of
Designated Hedging Agreement.



     “Designated Hedging Obligations” means, with respect to any Loan Party, any obligations of
such Loan Party under any Designated Hedging Agreement.



     “DIP Financing” has the meaning set forth in Section 5.2.



     “Enforcement Action” means, with respect to the First Priority Obligations, the Second
Priority Obligations or any Junior Obligations, the exercise of any rights and remedies with
respect to any Common Collateral securing such obligations or the commencement or prosecution of
enforcement of any of the rights and remedies in respect of the Common Collateral under, as
applicable, the First Priority Security Documents, the Second Priority Documents or the Junior
Security Documents, or applicable law, including, without limitation, the exercise of any rights of
set-off or recoupment, the exercise of any rights under the Cape Town Convention, and the exercise
of any rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable
jurisdiction or under the Bankruptcy Code.



     “Enforcement Notice” has the meaning set forth in Section 3.7.



     “Engine” means any engine which is part of the Common Collateral.



     “Excess Credit-Linked Deposits” means “Excess Credit-Linked Deposits” as defined in the
Existing First Priority Agreement.



     “Existing First Priority Agreement” has the meaning set forth in the recitals to this
Agreement.



     “Existing Second Priority Agreement” has the meaning set forth in the recitals to this
Agreement.



     “FAA” has the meaning set forth in Section 2.1(a).



     “First Priority Agreement” means the collective reference to (a) the Existing First Priority
Agreement, (b) any Additional First Priority Agreement and (c) any other credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing
or governing the terms of any indebtedness or other financial accommodation that has been incurred
to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations
outstanding under the Existing First Priority Agreement, any Additional First Priority Agreement or
any other









 



4



agreement or instrument referred to in this clause (c) if such agreement or instrument
expressly provides that it is intended to be and is a First Priority Agreement hereunder (a
“Replacement First Priority Agreement”). Any reference to the First Priority Agreement hereunder
shall be deemed a reference to any First Priority Agreement then extant.



     “First Priority Collateral” means all assets, whether now owned or hereafter acquired by the
Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any
First Priority Secured Party as security for any First Priority Obligation.



     “First Priority Documents” means the First Priority Agreement, each First Priority Security
Document and each First Priority Guarantee.



     “First Priority Guarantee” means any guarantee by any Loan Party of any or all of the First
Priority Obligations.



     “First Priority Lender” means any “Lender” as defined in the Existing First Priority Agreement
or any Replacement First Priority Agreement in respect thereof.



     “First Priority Lien” means any Lien created by the First Priority Security Documents.



     “First Priority Obligations” means (a) with respect to the Existing First Priority Agreement,
all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b)
with respect to each other First Priority Agreement, (i) all principal of and interest (including
without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to
such First Priority Agreement, and (ii) all reimbursement obligations (if any) and interest thereon
(including without limitation any Post-Petition Interest) with respect to any letter of credit or
similar instruments issued pursuant to such First Priority Agreement, (c) all Designated Hedging
Obligations, (d) all Designated Cash Management Obligations and (e) all other obligations, fees,
expenses and other amounts payable from time to time pursuant to the First Priority Documents, in
each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any
payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party,
as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a
fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor
in possession, any Second Priority Secured Party, Junior Priority Secured Party, receiver or
similar Person, then the obligation or part thereof originally intended to be satisfied shall, for
the purposes of this Agreement and the rights and obligations of the First Priority Secured
Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties, be deemed to
be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing,
unless otherwise permitted by the Second Priority Documents or agreed to by the Second Priority
Representative, if the sum of (without duplication) (A) Indebtedness constituting the principal
amount of loans outstanding under the First Priority Agreements plus (B) the aggregate face
amount of any letters of credit issued or drawn but not reimbursed under the First Priority
Agreements exceeds the Cap Amount, then the amount of such excess shall not constitute First
Priority Obligations.



     “First Priority Obligations Payment Date” means the first date on which (a) the First Priority
Obligations (other than those that constitute Unasserted Contingent Obligations, Designated Hedging
Obligations or Designated Cash Management Obligations) have been paid in cash in full (or cash
collateralized or defeased in accordance with the terms of the First Priority Documents), (b) all
commitments to extend credit under the First Priority Documents have been terminated and all
credit-linked deposits have been returned, (c) there are no outstanding letters of credit or
similar instruments issued under the First Priority Documents (other than such as have been cash
collateralized or defeased in accordance with the terms of the First Priority Documents), and (d)
the First Priority Representative has









 



5



delivered a written notice to the Second Priority Representative stating that the events
described in clauses (a), (b) and (c) have occurred to the satisfaction of the First Priority
Secured Parties.



     “First Priority Representative” has the meaning set forth in the introductory paragraph
hereof. In the event that the Existing First Priority Agreement shall cease to be in effect, the
First Priority Representative shall be the Person identified as such in the applicable Replacement
First Priority Agreement.



     “First Priority Secured Parties” means the First Priority Representative, the First Priority
Lenders and any other holders of the First Priority Obligations.



     “First Priority Security Documents” means the “Collateral Documents” as defined in the
Existing First Priority Agreement, and any other documents that are designated under any First
Priority Agreement as “First Priority Security Documents” for purposes of this Agreement.



     “Hedging Agreement” means any agreement with respect to any swap, forward, future, fuel
hedging or other derivative transaction or option or similar agreement involving, or settled by
reference to, one or more rates, currencies, fuel or other commodities, equity or debt instruments
or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these transactions.



     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up,
receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing
events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy,
insolvency, reorganization, receivership or similar law.



     “International Interest” means an “International Interest” as defined in the Cape Town
Convention.



     “International Registry” means “International Registry” as defined in the Cape Town
Convention.



     “Junior Priority Agreement” means the collective reference to any credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing
or governing the terms of any indebtedness incurred pursuant to Section 6.03(m) (and secured by
Liens permitted pursuant to Section 6.01(n)) of the Existing First Priority Agreement (or
comparable provisions in the Replacement First Priority Agreement) and Section 6.03(m) (and secured
by Liens permitted pursuant to Section 6.01(n)) of the Existing Second Priority Agreement. Any
reference to the Junior Priority Agreement hereunder shall be deemed a reference to any Junior
Priority Agreement then extant.



     “Junior Priority Collateral” means all Common Collateral, whether now owned or hereafter
acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be
granted to any Junior Priority Secured Party as security for any Junior Priority Obligation.



     “Junior Priority Documents” means the Junior Priority Agreement, each Junior Priority Security
Document and each Junior Priority Guarantee.



     “Junior Priority Guarantee” means any guarantee by any Loan Party of any or all of the Junior
Priority Obligations.



     “Junior Priority Lien” means any Lien created by the Junior Priority Security Documents.









 



6


     “Junior Priority Obligations” means (a) all principal of and interest (including without
limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to the
Junior Priority Agreement, (b) all reimbursement obligations (if any) and interest thereon
(including without limitation any Post-Petition Interest) with respect to any letter of credit or
similar instruments issued pursuant to the Junior Priority Agreement, and (c) all other
obligations, fees, expenses and other amounts payable from time to time pursuant to the Junior
Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding,
provided that the maximum Indebtedness (as defined in the Existing First Priority Agreement
as in effect on the date hereof) in respect of Junior Priority Obligations that are secured by
Liens on the Common Collateral may not exceed $1,000,000,000 (except as otherwise permitted under
the First Priority Agreement and the Second Priority Agreement). To the extent any payment with
respect to any Junior Priority Obligation (whether by or on behalf of any Loan Party, as proceeds
of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent
conveyance or a preference in any respect, set aside or required to be paid to a debtor in
possession, any First Priority Secured Party, any Second Priority Secured Party, receiver or
similar Person, then the obligation or part thereof originally intended to be satisfied shall, for
the purposes of this Agreement and the rights and obligations of the Junior Priority Secured
Parties, the First Priority Secured Parties and Second Priority Secured Parties, be deemed to be
reinstated and outstanding as if such payment had not occurred.



     “Junior Priority Representative” shall mean the Person identified from time to time as such by
the Borrower by notice to the First Priority Representative and the Second Priority Representative,
with such Person to become a party to this Agreement by executing and delivering a Joinder
Agreement in the form attached hereto as Exhibit A, provided that the Borrower and the then
current Junior Priority Representative may deliver a notice to the First Priority Representative
and the Second Priority Representative rescinding the appointment of such Junior Priority
Representative. There shall be only one Junior Priority Representative at any time who shall act
for all Junior Priority Secured Parties under this Agreement.



     “Junior Priority Secured Parties” means the Junior Priority Representative and any holders of
the Junior Priority Obligations.



     “Junior Priority Security Documents” means the documents pursuant to which the Liens on the
Junior Priority Collateral for the benefit of the Junior Priority Secured Parties shall have been
granted or purported to be granted.



     “Lien” means (a) any mortgage, deed of trust, pledge, deed to secure debt, hypothecation,
security interest, easement (including, without limitation, reciprocal easement agreements and
utility agreements), rights-of-way, reservations, encroachments, zoning, and other land use
restrictions, claim or any other title defect, lease, encumbrance, restriction, lien or charge of
any kind whatsoever and (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing).



     “Loan Party” means the Borrower and each direct or indirect domestic subsidiary of the
Borrower that is now or hereafter becomes a party to any First Priority Document or Second Priority
Document. All references in this Agreement to any Loan Party shall include such Loan Party as a
debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding.



     “Person” means any person, individual, sole proprietorship, partnership, joint venture,
corporation, limited liability company, unincorporated organization, association, institution,
entity, party, including any government and any political subdivision, agency or instrumentality
thereof.









 



7


     “Post-Petition Interest” means any interest or entitlement to fees or expenses or other
charges that accrues after the commencement of any Insolvency Proceeding, whether or not allowed or
allowable in any such Insolvency Proceeding.



     “Purchase” has the meaning set forth in Section 3.7.



     “Purchase Notice” has the meaning set forth in Section 3.7.



     “Purchase Price” has the meaning set forth in Section 3.7.



     “Purchasing Parties” has the meaning set forth in Section 3.7.



     “Recovery” has the meaning set forth in Section 5.5.



     “Replacement First Priority Agreement” has the meaning set forth in the definition of “First
Priority Agreement”.



     “Replacement Second Priority Agreement” has the meaning set forth in the definition of “Second
Priority Agreement”.



     “Representatives” means the collective reference to the First Priority Representative and the
Second Priority Representative (if any).



     “Revolving Commitment” means “Revolving Commitment” as defined in the Existing First Priority
Agreement.



     “Revolving LC Exposure” means “Revolving LC Exposure” as defined in the Existing First
Priority Agreement.



     “Revolving Letter of Credit Available Amount” means “Revolving Letter of Credit Available
Amount” as defined in the Existing First Priority Agreement.



     “Revolving Letter of Credit” means “Revolving Letter of Credit” as defined in the Existing
First Priority Agreement.



     “Revolving Loan” means “Revolving Loan” as defined in the Existing First Priority Agreement.



     “Second Priority Agreement” means the collective reference to (a) the Existing Second Priority
Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan
agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing
or governing the terms of any indebtedness or other financial accommodation that has been incurred
to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations
outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement
or any other agreement or instrument referred to in this clause (c) if such agreement or instrument
expressly provides that it is intended to be and is a Second Priority Agreement hereunder (a
“Replacement Second Priority Agreement”). Any reference to the Second Priority Agreement hereunder
shall be deemed a reference to any Second Priority Agreement then extant.



     “Second Priority Collateral” means all assets, whether now owned or hereafter acquired by the
Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any
Second Priority Secured Party as security for any Second Priority Obligation.









 



8


     “Second Priority Documents” means each Second Priority Agreement, each Second Priority
Security Document and each Second Priority Guarantee.



     “Second Priority Guarantee” means any guarantee by any Loan Party of any or all of the Second
Priority Obligations.



     “Second Priority Lender” means any “Lender” as defined in the Existing Second Priority
Agreement or any Replacement Second Priority Agreement in respect thereof.



     “Second Priority Lien” means any Lien created by the Second Priority Security Documents.



     “Second Priority Obligations” means (a) all principal of and interest (including without
limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Second
Priority Agreement, and (b) all other obligations, fees, expenses and other amounts payable from
time to time pursuant to the Second Priority Documents, in each case whether or not allowed or
allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second
Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security,
enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a
preference in any respect, set aside or required to be paid to a debtor in possession, any First
Priority Secured Party, Junior Priority Secured Party, receiver or similar Person, then the
obligation or part thereof originally intended to be satisfied shall, for the purposes of this
Agreement and the rights and obligations of the First Priority Secured Parties, the Second Priority
Secured Parties and the Junior Priority Secured Parties, be deemed to be reinstated and outstanding
as if such payment had not occurred.



     “Second Priority Obligations Payment Date” means the first date on which (a) the Second
Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been
paid in cash in full (or, to the extent applicable, cash collateralized or defeased in accordance
with the terms of the Second Priority Documents), (b) all commitments to extend credit under the
Second Priority Documents have been terminated, and (c) the Second Priority Representative has
delivered a written notice to the Junior Priority Representative stating that the events described
in clauses (a) and (b) have occurred to the satisfaction of the Second Priority Secured Parties.



     “Second Priority Representative” has the meaning set forth in the introductory paragraph
hereof. In the event that the Existing Second Priority Agreement shall cease to be in effect, the
Second Priority Representative shall be the Person identified as such in the applicable Replacement
Second Priority Agreement.



     “Second Priority Secured Party” means the Second Priority Representative, the Second Priority
Lenders and any other holders of the Second Priority Obligations.



     “Second Priority Security Documents” means the “Collateral Documents” as defined in the
Existing Second Priority Agreement and any documents that are designated under any Second Priority
Agreement as “Second Priority Security Documents” for purposes of this Agreement.



     “Second Priority Term Loans” means “Term Loans” as defined in the Existing Second Priority
Agreement.



     “Secured Parties” means the First Priority Secured Parties, the Second Priority Secured
Parties and the Junior Priority Secured Parties.



     “Surviving Obligations” has the meaning as set forth in Section 3.7.









 



9


     “Total Credit-Linked Deposit” means “Total Credit-Linked Deposit” as defined in the Existing
First Priority Agreement.



     “Unasserted Contingent Obligations” shall mean, at any time, First Priority Obligations or
Second Priority Obligations, as the case may be, for taxes, costs, indemnifications,
reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and
premium (if any) on, and fees and expenses relating to, any First Priority Obligation or Second
Priority Obligation, as the case may be, and (b) contingent reimbursement obligations in respect of
amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of
liability (whether oral or written) and no claim or demand for payment (whether oral or written)
has been made (and, in the case of First Priority Obligations or Second Priority Obligations, as
the case may be, for indemnification, no notice for indemnification has been issued by the
indemnitee) at such time.



     “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to
time in the applicable jurisdiction.



     1.2. Other Terms. For purposes of the definitions of Designated Cash Management
Obligations and Designated Hedging Obligations, a holder of First Priority Secured Obligations
consisting of Designated Cash Management Obligations and Designated Hedging Obligations, as the
case may be, shall only be required to be a First Priority Lender or an Affiliate of a First
Priority Lender at the time the Designated Cash Management Notice is provided or the relevant
Designated Hedging Agreement is entered into and the relevant Designated Hedging Agreement Notice
is provided, as the case may be.



     1.3. Amended Agreements. All references in this Agreement to agreements or other
contractual obligations shall, unless otherwise specified, be deemed to refer to such agreements or
contractual obligations as amended, supplemented, restated or otherwise modified from time to time.



     SECTION 2. Lien Priorities.



     2.1. Subordination of Liens. (a) Any and all Liens now existing or hereafter created
or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations,
regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise
are expressly junior in priority, operation and effect to any and all Liens now existing or
hereafter created or arising in favor of the First Priority Secured Parties securing the First
Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or
filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless
of the time, order or method of grant, attachment, recording or perfection of any financing
statements or other security interests, assignments, pledges, deeds, mortgages and other liens,
charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the
foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings
with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry),
(ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town
Convention or any applicable law or any First Priority Document or Second Priority Document, the
time of registration of International Interests in the International Registry with respect to any
Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in
favor of any First Priority Secured Party securing any of the First Priority Obligations are (x)
subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority
Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.



     (b) Any and all Liens now existing or hereafter created or arising in favor of any Junior
Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired,
whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in
priority, operation and effect to









 



10



any and all Liens now existing or hereafter created or arising in favor of the First Priority
Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured
Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary
contained in any agreement or filing to which any Junior Priority Secured Party may now or
hereafter be a party, and regardless of the time, order or method of grant, attachment, recording
or perfection of any financing statements or other security interests, assignments, pledges, deeds,
mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or
deficiency in any of the foregoing (including, without limitation, any filings under the Uniform
Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any
provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any
applicable law or any First Priority Document, Second Priority Document or Junior Priority
Document, the time of registration of International Interests in the International Registry with
respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any
such Liens in favor of any First Priority Secured Party securing any of the First Priority
Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the
Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan
Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or
(y) otherwise subordinated, voided, avoided, invalidated or lapsed.



     (c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured
Party shall object to or contest, or support any other Person in contesting or objecting to, in any
proceeding (including without limitation, any Insolvency Proceeding), the validity, extent,
perfection, priority or enforceability of any security interest in the Common Collateral granted to
the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority
Secured Party or Junior Priority Secured Party to perfect its security interests in the Common
Collateral or any avoidance, invalidation or subordination by any third party or court of competent
jurisdiction of the security interests in the Common Collateral granted to the First Priority
Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the
priority and rights as among the First Priority Secured Parties, the Second Priority Secured
Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as
set forth herein.



     2.2. Nature of First Priority Obligations. The Second Priority Representative on
behalf of itself and the other Second Priority Secured Parties, and the Junior Priority
Representative on behalf of itself and the other Junior Priority Secured Parties, acknowledge that
a portion of the First Priority Obligations represents debt that is revolving in nature and that
the amount thereof that may be outstanding at any time or from time to time may be increased or
reduced and subsequently reborrowed, and that the terms of the First Priority Obligations may be
modified, extended or amended from time to time, and that the aggregate amount of the First
Priority Obligations may be increased, replaced or refinanced, in each event, without notice to or
consent by the Second Priority Secured Parties or the Junior Priority Secured Parties and without
affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered
or otherwise affected by any such amendment, modification, supplement, extension, repayment,
reborrowing, increase, replacement, renewal, restatement or refinancing of any of the First
Priority Obligations, the Second Priority Obligations or the Junior Priority Obligations, or any
portion thereof.



     2.3. Agreements Regarding Actions to Perfect Liens.



     (a) The Second Priority Representative on behalf of itself and the other Second Priority
Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the
International Registry, patent, trademark or copyright filings or other filings or recordings filed
or recorded by or on behalf of the Second Priority Representative shall be in form satisfactory to
the First Priority Representative. The Junior Priority Representative on behalf of itself and the
other Junior Priority









 



11



Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the
International Registry, patent, trademark or copyright filings or other filings or recordings filed
or recorded by or on behalf of the Junior Priority Representative shall be in form satisfactory to
the First Priority Representative and the Second Priority Representative.



     (b) The Second Priority Representative agrees on behalf of itself and the other Second
Priority Secured Parties that all mortgages, deeds to secure debt, deeds of trust, deeds and
similar instruments (collectively, “mortgages”) now or thereafter filed against real property in
favor of or for the benefit of the Second Priority Representative shall be in form satisfactory to
the First Priority Representative and shall contain the following notation: “The lien created by
this mortgage on the property described herein is junior and subordinate to the lien on such
property created by any mortgage, deed to secure debt, deed of trust, deed or similar instrument
now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and
assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated
as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority
Secured Parties referred to therein, Goldman Sachs Credit Partners L.P., as collateral agent for
the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan
Parties referred to therein, and any other Persons who become parties thereto, as amended from time
to time.”



     (c) The Junior Priority Representative agrees on behalf of itself and the other Junior
Priority Secured Parties that all mortgages (as defined above) now or thereafter filed against real
property in favor of or for the benefit of the Junior Priority Representative shall be in form
satisfactory to the First Priority Representative and the Second Priority Representative and shall
contain the following notation: “The lien created by this mortgage on the property described
herein is junior and subordinate to the lien on such property created by any mortgage, deed of
trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral
agent, and its successors and assigns, and to the lien on such property created by any mortgage,
deed of trust or similar instrument now or hereafter granted to Goldman Sachs Credit Partners L.P.,
as collateral agent, and its successors and assigns, in each case in such property, in accordance
with the provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase
Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Goldman
Sachs Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to
therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other
Persons who become parties thereto, as amended from time to time.”



     (d) The First Priority Representative hereby acknowledges that, to the extent that (x) it
holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the
Uniform Commercial Code) over Common Collateral pursuant to the First Priority Security Documents
(including without limitation, control agreements in respect of deposit accounts or securities
accounts) or (y) an assignment of moneys constituting amounts due or to be due under government
contracts pursuant to the Assignment of Claims Act of 1940, as amended, to the extent constituting
Common Collateral, has been made to the First Priority Representative pursuant to the First
Priority Security Documents (each, an “Assignment of Moneys”), such possession, control or
assignment is also for the benefit of the Second Priority Representative, the other Second Priority
Secured Parties, the Junior Priority Representative and the other Junior Priority Secured Parties
solely to the extent required to perfect their security interest in such Common Collateral.
Nothing in the preceding sentence shall be construed to impose any duty on the First Priority
Representative (or any third party acting on its behalf) with respect to such Common Collateral or
provide the Second Priority Representative, any other Second Priority Secured Party, the Junior
Priority Representative or any other Junior Priority Secured Party with any rights with respect to
such Common Collateral beyond those specified in this Agreement, the Second Priority Security
Documents or the Junior Priority Security Documents, as applicable, provided that
subsequent to the occurrence of the First Priority Obligations Payment Date, the First Priority
Representative shall









 



12



(i) deliver to the Second Priority Representative, at the Borrower’s sole cost and expense, the
Common Collateral in its possession or control together with any necessary endorsements, and in the
case of any control agreements in respect of deposit accounts or securities accounts or any
Assignment of Moneys, execute, at the Borrower’s sole cost and expense, any documents reasonably
requested by the Borrower and the Second Priority Representative to permit the Second Priority
Representative to become a party thereto as the replacement secured party or assignee, as the case
may be, in each case to the extent required by the Second Priority Documents (at which point the
Second Priority Representative shall hold any applicable Common Collateral in accordance with this
Section for the benefit of the Junior Priority Secured Parties until the Second Priority
Obligations Payment Date) or (ii) direct and deliver such Common Collateral as a court of competent
jurisdiction otherwise directs, and provided, further, that the provisions of this
Agreement are intended solely to govern the respective Lien priorities as between the First
Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured
Parties, as applicable, and shall not impose on the First Priority Secured Parties or the Second
Priority Secured Parties, as applicable, any obligations in respect of the disposition of any
Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any
claims thereon in favor of any other Person that is not a Secured Party.



     2.4. Subordination of International Interests. The Second Priority Representative
agrees on behalf of itself and the other Second Priority Secured Parties that it hereby authorizes
and agrees to make filings with the International Registry indicating the subordination of its
International Interests with respect to any of the Common Collateral which consists of Aircraft or
Engines to the International Interests of the First Priority Representative in such Aircraft and
Engines. The Junior Priority Representative agrees on behalf of itself and the other Junior
Priority Secured Parties that it hereby authorizes and agrees to make filings with the
International Registry indicating the subordination of its International Interests with respect to
any of the Common Collateral which consists of Aircraft or Engines to the International Interests
of the First Priority Representative and the Second Priority Representative in such Aircraft and
Engines.



     SECTION 3. Enforcement Rights.



     3.1. Exclusive Enforcement. Until the First Priority Obligations Payment Date has
occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party,
the First Priority Secured Parties shall have the exclusive right to take and continue any
Enforcement Action with respect to the Common Collateral, without any consultation with or consent
of any Second Priority Secured Party or Junior Priority Secured Party, but subject to the proviso
set forth in Sections 3.2 and 5.1. After the First Priority Obligations Payment Date has
occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party,
the Second Priority Secured Parties shall have the exclusive right to take and continue any
Enforcement Action with respect to the Common Collateral, without any consultation with or consent
of any Junior Priority Secured Party, but subject to the proviso set forth in Section 5.1. Upon
the occurrence and during the continuance of an event of default under the First Priority
Documents, the First Priority Representative and the other First Priority Secured Parties may take
and continue any Enforcement Action with respect to the First Priority Obligations and the Common
Collateral in such order and manner as they may determine in their sole discretion in accordance
with the First Priority Documents and applicable laws. Upon the occurrence and during the
continuance of an event of default under the Second Priority Documents after the First Priority
Obligations Payment Date has occurred, the Second Priority Representative and the other Second
Priority Secured Parties may take and continue any Enforcement Action with respect to the Second
Priority Obligations and the Common Collateral in such order and manner as they may determine in
their sole discretion in accordance with the Second Priority Documents and applicable laws.









 



13


     3.2. Standstill and Waivers. (a) The Second Priority Representative, on behalf of
itself and the other Second Priority Secured Parties, agrees that, until the First Priority
Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:



          (i) they will not take or cause to be taken any action, the purpose or effect of which is to
make any Lien in respect of any Second Priority Obligation pari passu with or senior to, or to give
any Second Priority Secured Party any preference or priority relative to, the Liens with respect to
the First Priority Obligations or the First Priority Secured Parties with respect to any of the
Common Collateral;




          (ii) they will not contest, oppose, object to, interfere with, hinder or delay, in any manner,
whether by judicial proceedings (including without limitation the filing of an Insolvency
Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer, repossession or other
disposition of the Common Collateral by any First Priority Secured Party or any other Enforcement
Action taken (or any forbearance from taking any Enforcement Action) by or on behalf of any First
Priority Secured Party (including, without limitation, any rights under Section 1110 of the
Bankruptcy Code or under the Cape Town Convention);




          (iii) they have no right to (A) direct either the First Priority Representative or any other
First Priority Secured Party to exercise any right, remedy or power with respect to the Common
Collateral or pursuant to the First Priority Security Documents or (B) consent or object to the
exercise by the First Priority Representative or any other First Priority Secured Party of any
right, remedy or power with respect to the Common Collateral or pursuant to the First Priority
Security Documents or to the timing or manner in which any such right is exercised or not exercised
(or, to the extent they may have any such right described in this clause (iii), whether as a junior
lien creditor or otherwise, they hereby irrevocably waive such right);




          (iv) they will not institute any suit or other proceeding or assert in any suit, Insolvency
Proceeding or other proceeding any claim against any First Priority Secured Party seeking damages
from or other relief by way of specific performance, instructions or otherwise, with respect to,
and no First Priority Secured Party shall be liable for, any action taken or omitted to be taken by
any First Priority Secured Party with respect to the Common Collateral or pursuant to the First
Priority Documents;




          (v) they will not make any judicial or nonjudicial claim or demand or commence any judicial or
non-judicial proceedings against any Loan Party or any of its subsidiaries or affiliates under or
with respect to any Second Priority Security Document seeking payment or damages from or other
relief by way of specific performance, instructions or otherwise under or with respect to any
Second Priority Security Document (other than filing a proof of claim) or exercise any right,
remedy or power under or with respect to, or otherwise take any action to enforce, any Second
Priority Security Document (other than filing a proof of claim);




          (vi) they will not commence judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of any Common Collateral, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce their interest in or realize upon, the Common
Collateral or pursuant to the Second Priority Security Documents; and




          (vii) they will not seek, and hereby waive any right, to have the Common Collateral or any
part thereof marshaled upon any foreclosure or other disposition of the Common Collateral;



provided that, notwithstanding the foregoing, any Second Priority Secured Party may
exercise its rights and remedies in respect of the Common Collateral under the Second Priority
Security Documents or








 



14


applicable law (and any recovery therefrom shall be for the benefit of the First Priority Secured
Parties) after the passage of a period of 180 days (the “Standstill Period”) from the date of
delivery of a notice in writing to the First Priority Representative of its intention to exercise
such rights and remedies, which notice may only be delivered following the occurrence of and during
the continuation of an “Event of Default” under and as defined in the Second Priority Agreement;
provided, further, however, that, notwithstanding the foregoing, in no event shall
any Second Priority Secured Party exercise or continue to exercise any such rights or remedies if,
notwithstanding the expiration of the Standstill Period, (i) any First Priority Secured Party shall
have commenced and be diligently pursuing the exercise of any of its rights and remedies with
respect to any of the Common Collateral (prompt notice of such exercise to be given to the Second
Priority Representative) or (ii) an Insolvency Proceeding in respect of any Loan Party shall have
been commenced; and provided, further, that in any Insolvency Proceeding commenced
by or against any Loan Party, the Second Priority Representative and the Second Priority Secured
Parties may take any action expressly permitted by Section 5.




     (b) The Junior Priority Representative, on behalf of itself and the other Junior Priority
Secured Parties, agrees that, until the First Priority Obligations Payment Date and the Second
Priority Obligations Payment Date have occurred, subject to the proviso set forth in Section 5.1:



          (i) they will not take or cause to be taken any action, the purpose or effect of which is to
make any Lien in respect of any Junior Priority Obligation pari passu with or senior to, or to give
any Junior Priority Secured Party any preference or priority relative to, the Liens with respect to
the First Priority Obligations, the First Priority Secured Parties, the Second Priority Obligations
or the Second Priority Secured Parties with respect to any of the Common Collateral;




          (ii) they will not contest, oppose, object to, interfere with, hinder or delay, in any manner,
whether by judicial proceedings (including without limitation the filing of an Insolvency
Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer, repossession or other
disposition of the Common Collateral by any First Priority Secured Party or any Second Priority
Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement
Action) by or on behalf of any First Priority Secured Party or any Second Priority Secured Party
(including, without limitation, any rights under Section 1110 of the Bankruptcy Code or under the
Cape Town Convention);




          (iii) they have no right to (i) direct either the First Priority Representative, any other
First Priority Secured Party, the Second Priority Representative or any other Second Priority
Secured Party to exercise any right, remedy or power with respect to the Common Collateral or
pursuant to the First Priority Security Documents or the Second Priority Security Documents, as
applicable, or (ii) consent or object to the exercise by the First Priority Representative, any
other First Priority Secured Party, the Second Priority Representative or any other Secured
Priority Secured Party of any right, remedy or power with respect to the Common Collateral or
pursuant to the First Priority Security Documents or the Second Priority Security Documents, as
applicable, or to the timing or manner in which any such right is exercised or not exercised (or,
to the extent they may have any such right described in this clause (iii), whether as a junior lien
creditor or otherwise, they hereby irrevocably waive such right);




          (iv) they will not institute any suit or other proceeding or assert in any suit, Insolvency
Proceeding or other proceeding any claim against any First Priority Secured Party or Second
Priority Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise, with respect to, and no First Priority Secured Party or Second Priority
Secured Party shall be liable for, any action taken or omitted to be taken by any First Priority
Secured Party or Second Priority Secured Party, as the case may be, with respect to the Common
Collateral or pursuant to the First Priority Documents or the Second Priority Security Documents,
as applicable;










 



15




          (v) they will not make any judicial or nonjudicial claim or demand or commence any judicial or
non-judicial proceedings against any Loan Party or any of its subsidiaries or affiliates under or
with respect to any Junior Priority Security Document seeking payment or damages from or other
relief by way of specific performance, instructions or otherwise under or with respect to any
Junior Priority Security Document (other than filing a proof of claim) or exercise any right,
remedy or power under or with respect to, or otherwise take any action to enforce, any Junior
Priority Security Document (other than filing a proof of claim);




          (vi) they will not commence judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of any Common Collateral, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce their interest in or realize upon, the Common
Collateral or pursuant to the Junior Priority Security Documents; and




          (vii) they will not seek, and hereby waive any right, to have the Common Collateral or any
part thereof marshaled upon any foreclosure or other disposition of the Common Collateral.




     3.3. Judgment Creditors. In the event that any Second Priority Secured Party or
Junior Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a
result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be
subject to the terms of this Agreement for all purposes (including in relation to the First
Priority Liens and the First Priority Obligations and, in the case of Junior Priority Secured
Parties, in relation to the Second Priority Liens and the Second Priority Obligations) to the same
extent as all other Liens securing the Second Priority Obligations or the Junior Priority
Obligations, as the case may be, are subject to the terms of this Agreement.



     3.4. Cooperation. The Second Priority Representative, on behalf of itself and the
other Second Priority Secured Parties, agrees that each of them shall take such actions as the
First Priority Representative shall request in connection with the exercise by the First Priority
Secured Parties of their rights set forth herein. The Junior Priority Representative, on behalf of
itself and the other Junior Priority Secured Parties, agree that each of them shall take such
actions as the First Priority Representative or Second Priority Representative shall request in
connection with the exercise of their rights set forth herein.



     3.5. No Additional Rights For the Loan Parties Hereunder. Except as provided in
Section 3.6, if any First Priority Secured Party, Second Priority Secured Party or Junior Priority
Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no
Loan Party shall be entitled to use such violation as a defense to any action by any First Priority
Secured Party, Second Priority Secured Party or Junior Priority Secured Party, nor to assert such
violation as a counterclaim or basis for set off or recoupment against any First Priority Secured
Party, Second Priority Secured Party or Junior Priority Secured Party.



     3.6. Actions Upon Breach. (a) If any Second Priority Secured Party, contrary to this
Agreement, commences or participates in any action or proceeding against any Loan Party or the
Common Collateral, such Loan Party may interpose as a defense or dilatory plea the making of this
Agreement, and any First Priority Secured Party may intervene and interpose such defense or plea in
its or their name or in the name of such Loan Party.



     (b) Should any Second Priority Secured Party, contrary to this Agreement, in any way take,
attempt to or threaten to take any action with respect to the Common Collateral (including, without
limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or
fail to









 



16



take any action required by this Agreement, any First Priority Secured Party (in its own name
or in the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against
such Second Priority Secured Party by injunction, specific performance and/or other appropriate
equitable relief, it being understood and agreed by the Second Priority Representative on behalf of
each Second Priority Secured Party that (i) the First Priority Secured Parties’ damages from its
actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Second
Priority Secured Party waives any defense that the Loan Parties and/or the First Priority Secured
Parties cannot demonstrate damage and/or be made whole by the awarding of damages.



     (c) If any Junior Priority Secured Party, contrary to this Agreement, commences or
participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan
Party may interpose as a defense or dilatory plea the making of this Agreement, and any First
Priority Secured Party (or, after the First Priority Obligations Payment Date, any Second Priority
Secured Party) may intervene and interpose such defense or plea in its or their name or in the name
of such Loan Party.



     (d) Should any Junior Priority Secured Party, contrary to this Agreement, in any way take,
attempt to or threaten to take any action with respect to the Common Collateral (including, without
limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or
fail to take any action required by this Agreement, any First Priority Secured Party (or, after the
First Priority Obligations Payment Date, any Second Priority Secured Party) (in its own name or in
the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against such
Junior Priority Secured Party by injunction, specific performance and/or other appropriate
equitable relief, it being understood and agreed by the Junior Priority Representative on behalf of
each Junior Priority Secured Party that (i) the First Priority Secured Parties’ and the Second
Priority Secured Parties’ damages from its actions may at that time be difficult to ascertain and
may be irreparable, and (ii) each Junior Priority Secured Party waives any defense that the Loan
Parties and/or the First Priority Secured Parties or Secured Priority Secured Parties cannot
demonstrate damage and/or be made whole by the awarding of damages.



     3.7. Option to Purchase. (a) The First Priority Representative agrees that it will
give the Second Priority Representative written notice (the “Enforcement Notice”) within five
business days after commencing any Enforcement Action with respect to Common Collateral (which
notice shall be effective for all Enforcement Actions taken after the date of such notice so long
as the First Priority Representative is diligently pursuing in good faith the exercise of its
default or enforcement rights or remedies against, or diligently attempting in good faith to vacate
any stay of enforcement rights of its senior Liens on a material portion of the Common Collateral,
including, without limitation, all Enforcement Actions identified in such notice). Any Second
Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”)
delivered by the Second Priority Representative to the First Priority Representative no later than
five business days after receipt by the Second Priority Representative of the Enforcement Notice,
to purchase all of the First Priority Obligations from the First Priority Secured Parties. If the
Second Priority Representative so delivers the Purchase Notice, the First Priority Representative
shall terminate any existing Enforcement Actions and shall not take any further Enforcement
Actions, provided, that the Purchase (as defined below) shall have been consummated on the
date specified in the Purchase Notice in accordance with this Section 3.7.



     (b) On the date specified by the Second Priority Representative in the Purchase Notice (which
shall be a business day not less than five business days, nor more than ten business days, after
receipt by the First Priority Representative of the Purchase Notice, the First Priority Secured
Parties shall, subject to any required approval of any court or other governmental authority then
in effect, sell to the Second Priority Secured Parties electing to purchase pursuant to Section
3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from
the First Priority Secured Parties, the First Priority Obligations; provided, that the
First Priority Obligations purchased shall not









 



17



include any rights of First Priority Secured Parties with respect to indemnification and other
obligations of the Loan Parties under the First Priority Documents that are expressly stated to
survive the termination of the First Priority Documents (the “Surviving Obligations”).



     (c) Without limiting the obligations of the Loan Parties under the First Priority Documents to
the First Priority Secured Parties with respect to the Surviving Obligations (which shall not be
transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties
shall (i) pay to the First Priority Secured Parties as the purchase price (the “Purchase Price”)
(or, if higher, the market price in respect thereof) therefor the full amount of all First Priority
Obligations then outstanding and unpaid (including principal, interest, fees, breakage costs,
reasonable attorneys’ fees and expenses, and, in the case of any Designated Hedging Obligations,
the amount that would be payable by the relevant Loan Party thereunder if it were to terminate such
Designated Hedging Obligations on the date of the Purchase or, if not terminated, an amount
determined by the relevant First Priority Secured Party to be necessary to collateralize its credit
risk arising out of such Designated Hedging Obligations), (ii) furnish cash collateral (the “Cash
Collateral”) to the First Priority Secured Parties in such amounts as the relevant First Priority
Secured Parties determine is reasonably necessary to secure such First Priority Secured Parties in
connection with any outstanding letters of credit (not to exceed 105% of the aggregate undrawn face
amount of such letters of credit), (iii) agree to reimburse the First Priority Secured Parties for
any loss, cost, damage or expense (including reasonable attorneys’ fees and expenses) in connection
with any fees, costs or expenses related to any checks or other payments provisionally credited to
the First Priority Obligations and/or as to which the First Priority Secured Parties have not yet
received final payment and (iv) agree, after written request from the First Priority
Representative, to reimburse the First Priority Secured Parties in respect of indemnification
obligations of the Loan Parties under the First Priority Documents as to matters or circumstances
known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to
result in any loss, cost, damage or expense to any of the First Priority Secured Parties,
provided that, in no event shall any Purchasing Party have any liability for such amounts
in excess of proceeds of Common Collateral received by the Purchasing Parties.



     (d) The Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately
available funds to such account of the First Priority Representative as it shall designate to the
Purchasing Parties. The First Priority Representative shall, promptly following its receipt
thereof, distribute the amounts received by it in respect of the Purchase Price to the First
Priority Secured Parties in accordance with the First Priority Agreement. Interest shall be
calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the
Purchasing Parties to the account designated by the First Priority Representative are received in
such account prior to 12:00 Noon, New York City time, and interest shall be calculated to and
including such day if the amounts so paid by the Purchasing Parties to the account designated by
the First Priority Representative are received in such account later than 12:00 Noon, New York City
time.



     (e) The Purchase shall be made without representation or warranty of any kind by the First
Priority Secured Parties as to the First Priority Obligations, the Common Collateral or otherwise
and without recourse to the First Priority Secured Parties, except that the First Priority Secured
Parties shall represent and warrant: (i) the amount of the First Priority Obligations being
purchased, (ii) that the First Priority Secured Parties own the First Priority Obligations free and
clear of any liens or encumbrances and (iii) that the First Priority Secured Parties have the right
to assign the First Priority Obligations and the assignment is duly authorized.









 



18


     SECTION 4. Application Of Proceeds Of Common Collateral; Dispositions And Releases Of Common
Collateral; Inspection and Insurance.



     4.1. Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral
(including without limitation any interest earned thereon) resulting from the sale, collection or
other disposition of Common Collateral in connection with an Enforcement Action, whether or not
pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First
Priority Representative for application to the First Priority Obligations in accordance with the
terms of the First Priority Documents, until the First Priority Obligations Payment Date has
occurred, second, to the Second Priority Representative for application to the Second
Priority Obligations in accordance with the terms of the Second Priority Documents until the Second
Priority Obligations Payment Date has occurred, and thereafter, to the Junior Priority
Representative for application in accordance with the Junior Priority Documents. Until the
occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without
limitation any such Common Collateral constituting proceeds, that may be received by any Second
Priority Secured Party or Junior Priority Secured Party in violation of this Agreement shall be
segregated and held in trust and promptly paid over to the First Priority Representative, for the
benefit of the First Priority Secured Parties, in the same form as received, with any necessary
endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby
authorizes the First Priority Representative to make any such endorsements as agent for the Second
Priority Representative or Junior Priority Representative, as applicable (which authorization,
being coupled with an interest, is irrevocable). After the occurrence of the First Priority
Obligations Payment Date and until the occurrence of the Second Priority Obligations Payment Date,
any Common Collateral, including without limitation any such Common Collateral constituting
proceeds, that may be received by any Junior Priority Secured Party in violation of this Agreement
shall be segregated and held in trust and promptly paid over to the Second Priority Representative,
for the benefit of the Second Priority Secured Parties, in the same form as received, with any
necessary endorsements, and each Junior Priority Secured Party hereby authorizes the Second
Priority Representative to make any such endorsements as agent for the Junior Priority
Representative (which authorization, being coupled with an interest, is irrevocable).



     4.2. Releases of Second Priority Lien and Junior Priority Lien. (a) Upon any
release, sale or disposition of Common Collateral permitted pursuant to the terms of the First
Priority Documents (or, after the First Priority Obligations Payment Date, the Second Priority
Documents) that results in the release of the First Priority Lien (or, after the First Priority
Obligations Payment Date, the Second Priority Lien) on any Common Collateral (excluding any sale or
other disposition that is expressly prohibited by the Second Priority Agreement or the Junior
Priority Agreement unless such sale or disposition is consummated in connection with an Enforcement
Action or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien
and any Junior Priority Lien on such Common Collateral (excluding any portion of the proceeds of
such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be
automatically and unconditionally released with no further consent or action of any Person.



     (b) The Second Priority Representative or Junior Priority Representative, as applicable, shall
promptly execute and deliver such release documents and instruments and shall take such further
actions as the Senior Representative shall request to evidence any release of the Second Priority
Lien and any Junior Priority Lien described in paragraph (a) of this Section 4.2 (and the Second
Priority Representative or Junior Priority Representative, as applicable, shall be entitled to
conclusively reply on such written request). The Second Priority Representative or Junior Priority
Representative, as applicable, hereby appoints the Senior Representative, and any officer or duly
authorized person of the Senior Representative, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the
Second Priority Representative or Junior Priority Representative, as applicable, and in the name of
the Second Priority Representative or Junior Priority









 



19



Representative, as applicable, or in the Senior Representative’s own name, from time to time,
in the Senior Representative’s sole discretion, for the purposes of carrying out the terms of this
Section 4.2, to take any and all appropriate action and to execute and deliver any and all
documents and instruments as may be necessary or desirable to accomplish the purposes of this
Section 4.2, including, without limitation, any financing statements, endorsements, assignments,
releases or other documents or instruments of transfer (which appointment, being coupled with an
interest, is irrevocable). For purposes hereof, “Senior Representative” means (i) with respect to
the Second Priority Representative and until the occurrence of the First Priority Obligations
Payment Date, the First Priority Representative and (ii) with respect to the Junior Priority
Representative, (A) until the occurrence of the First Priority Obligations Payment Date, the First
Priority Representative and (B) after the occurrence of the First Priority Obligations Payment
Date, the Second Priority Representative.



     4.3. Inspection Rights and Insurance. (a) Any First Priority Secured Party and its
representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the
Common Collateral pursuant to the provisions of the First Priority Documents, and the First
Priority Representative may advertise and conduct public auctions or private sales of the Common
Collateral, in each case without notice to, the involvement of or interference by any Second
Priority Secured Party or Junior Priority Secured Party or liability to any Second Priority Secured
Party or Junior Priority Secured Party. After the First Priority Obligations Payment Date, any
Second Priority Secured Party and its representatives and invitees may at any time inspect,
repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the
Second Priority Documents, and the Second Priority Representative may advertise and conduct public
auctions or private sales of the Common Collateral, in each case without notice to, the involvement
of or interference by any Junior Priority Secured Party or liability to any Junior Priority Secured
Party



     (b) Until the First Priority Obligations Payment Date has occurred, the First Priority
Representative will have the sole and exclusive right (i) to be named as additional insured and
loss payee under any insurance policies maintained from time to time by any Loan Party with respect
to the Common Collateral (except that the Second Priority Representative and Junior Priority
Representative shall have the right to be named as additional insured and loss payee so long as its
second lien or junior lien status is identified in a manner satisfactory to the First Priority
Representative); (ii) to adjust or settle any insurance policy or claim covering the Common
Collateral in the event of any loss thereunder and (iii) to approve any award granted in any
condemnation or similar proceeding affecting the Common Collateral, in each case to the extent
provided by the First Priority Documents. After the First Priority Obligations Payment Date has
occurred and until the Second Priority Obligations Payment Date has occurred, the Second Priority
Representative will have the sole and exclusive right (A) to be named as additional insured and
loss payee under any insurance policies maintained from time to time by any Loan Party with respect
to the Common Collateral (except that the Junior Priority Representative shall have the right to be
named as additional insured and loss payee so long as its junior lien status is identified in a
manner satisfactory to the Second Priority Representative); (B) to adjust or settle any insurance
policy or claim covering the Common Collateral in the event of any loss thereunder and (C) to
approve any award granted in any condemnation or similar proceeding affecting the Common
Collateral, in each case to the extent provided by the Second Priority Documents.



     SECTION 5. Insolvency Proceedings.



     5.1. Filing of Motions. Until the First Priority Obligations Payment Date has
occurred (and, in the case of the Junior Priority Representative and the other Junior Priority
Secured Parties, until both the First Priority Obligations Payment Date and the Second Lien
Obligations Payment Date have occurred), (a) the Second Priority Representative agrees on behalf of
itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall,
in or in connection with any Insolvency









 



20



Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of
any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is
prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would
violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that
arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole
or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien
(unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in
any way to the determination of any Liens or claims held by the First Priority Representative
(including the validity and enforceability thereof) or any other First Priority Secured Party or
the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise,
and (b) the Junior Priority Representative agrees on behalf of itself and the other Junior Priority
Secured Parties that no Junior Priority Secured Party shall, in or in connection with any
Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or
proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates,
or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise
would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege
that arises in favor of the Junior Priority Representative or Junior Priority Secured Parties, in
whole or in part, as a result of their interest in the Common Collateral or in the Junior Priority
Lien (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates
in any way to the determination of any Liens or claims held by (x) the First Priority
Representative (including the validity and enforceability thereof) or any other First Priority
Secured Party or (y) the Second Priority Representative (including the validity and enforceability
thereof) or any other Second Priority Secured Party, or the value of any claims of such parties
under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority
Representative and the Junior Priority Representative may file a proof of claim in an Insolvency
Proceeding, subject to the limitations contained in this Agreement and only if consistent with the
terms and the limitations on the Second Priority Representative or the Junior Priority
Representative, as applicable, imposed hereby.



     5.2. Financing Matters. If any Loan Party becomes subject to any Insolvency
Proceeding, and if the First Priority Representative or the other First Priority Secured Parties
desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to
provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the
provision of such financing to any Loan Party by any third party (any such financing, “DIP
Financing”), then the Second Priority Representative agrees, on behalf of itself and the other
Second Priority Secured Parties, and the Junior Priority Representative agrees, on behalf of itself
and the other Junior Priority Secured Parties, that each Second Priority Secured Party or Junior
Priority Secured Party, as applicable, (a) will be deemed to have consented to, will raise no
objection to, nor support any other Person objecting to, the use of such cash collateral or to such
DIP Financing, provided that, except as otherwise agreed by the Second Priority
Representative, the principal amount of such DIP Financing does not exceed (together with amounts
outstanding under the First Priority Agreements which are subject to the Cap Amount) the Cap
Amount, (b) will not request or accept adequate protection or any other relief in connection with
the use of such cash collateral or such DIP Financing except as set forth in paragraph 5.4 below
and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority
Liens or Junior Priority Liens, as the case may be, (i) to such DIP Financing on the same terms as
the First Priority Liens are subordinated thereto (and such subordination will not alter in any
manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority
Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the
other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior
to the entry of an order approving such usage of cash collateral or approving such financing shall
be adequate notice.



     5.3. Relief From the Automatic Stay. The Second Priority Representative agrees, on
behalf of itself and the other Second Priority Secured Parties, and the Junior Priority
Representative agrees, on behalf of itself and the other Junior Priority Secured Parties, that none
of them will seek relief from the









 



21



automatic stay or from any other stay in any Insolvency Proceeding or take any action in
derogation thereof, in each case in respect of any Common Collateral, without the prior written
consent of the First Priority Representative.



     5.4. Adequate Protection. The Second Priority Representative, on behalf of itself and
the other Second Priority Secured Parties, and the Junior Priority Representative, on behalf of
itself and the other Junior Priority Secured Parties, each agree that none of them shall object,
contest, or support any other Person objecting to or contesting, (a) any request by the First
Priority Representative or the other First Priority Secured Parties for adequate protection or any
adequate protection provided to the First Priority Representative or the other First Priority
Secured Parties or (b) any objection by the First Priority Representative or any other First
Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of
adequate protection or (c) the payment of interest, fees, expenses or other amounts to the First
Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of
the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in
Section 5.2(b) (but subject to all other provisions of this Agreement, including, without
limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if the First Priority
Secured Parties (or any subset thereof) are granted adequate protection consisting of additional
collateral (with replacement liens on such additional collateral) and superpriority claims in
connection with any DIP Financing or use of cash collateral, and the First Priority Secured Parties
do not object to the adequate protection being provided to them, then in connection with any such
DIP Financing or use of cash collateral, the Second Priority Representative, on behalf of itself
and any of the Second Priority Secured Parties, or the Junior Priority Representative agrees, on
behalf of itself and the other Junior Priority Secured Parties, as the case may be, may seek or
accept adequate protection consisting solely of (x) a replacement Lien on the same additional
collateral, subordinated to the Liens securing the First Priority Obligations (and, in the case of
the Junior Priority Liens, subordinated to the Liens securing the Second Priority Obligations) and
such DIP Financing on the same basis as the other Liens securing the Second Priority Obligations
are so subordinated to the First Priority Obligations under this Agreement (or, in the case of the
Junior Priority Liens, on the same basis as the other Liens securing the Junior Priority
Obligations are so subordinated to the First Priority Obligations and the Second Priority
Obligations under this Agreement), (y) superpriority claims junior in all respects to the
superpriority claims granted to the First Priority Secured Parties (and, in the case of the Junior
Priority Secured Parties, the claims granted to the Second Priority Secured Parties) and (z)
subject to the right of the First Priority Secured Parties to object thereto, the payment of
post-petition interest at the pre-default rate (provided, in the case of this clause (z),
that the First Priority Secured Parties have been granted post-petition interest, at a rate no
lower than the pre-default rate), provided, however, that the Second Priority
Representative and the Junior Priority Representative, as applicable, shall have irrevocably
agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second
Priority Secured Parties or the Junior Priority Secured Parties, as applicable, in any stipulation
and/or order granting such adequate protection, that such junior superpriority claims may be paid
under any plan of reorganization in any combination of cash, debt, equity or other property having
a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in
the event the Second Priority Representative, on behalf of itself and the Second Priority Secured
Parties, or the Junior Priority Representative, on behalf of itself and the Junior Priority Secured
Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate
protection is granted in the form of additional collateral, then the Second Priority
Representative, on behalf of itself or any of the Second Priority Secured Parties, or the Junior
Priority Representative, on behalf of itself or any of the Junior Priority Secured Parties, as
applicable, agrees that the First Priority Representative shall also be granted a senior Lien on
such additional collateral as security for the First Priority Obligations and any such DIP
Financing and that any Lien on such additional collateral securing the Second Priority Obligations
or the Junior Priority Obligations, as the case may be, shall be subordinated to the Liens on such
collateral securing the First Priority Obligations (and, in the case of the Junior Priority
Obligations, the Second Priority Obligations) and any such DIP









 



22



Financing (and all obligations relating thereto) and any other Liens granted to the First
Priority Secured Parties (and, in the case of the Junior Priority Secured Parties, the Liens
granted to the Second Priority Secured Parties) as adequate protection, with such subordination to
be on the same terms that the other Liens securing the Second Priority Obligations or the Junior
Priority Obligations, as the case may be, are subordinated to such First Priority Obligations (and,
in the case of the Junior Priority Obligations, the Second Priority Obligations) under this
Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority
Secured Parties, and the Junior Priority Representative, on behalf of itself or any of the Junior
Priority Secured Parties, each agree that except as expressly set forth in this Section none of
them shall seek or accept adequate protection without the prior written consent of the First
Priority Representative (and, in the case of the Junior Priority Secured Parties, the Second
Priority Representative).



     5.5. Avoidance Issues. If any First Priority Secured Party is required in any
Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any
Loan Party, because such amount was avoided or ordered to be paid or disgorged for any reason,
including without limitation because it was found to be a fraudulent or preferential transfer, any
amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of
set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such
Recovery and deemed to be outstanding as if such payment had not occurred and the First Priority
Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and
such prior termination shall not diminish, release, discharge, impair or otherwise affect the
obligations of the parties hereto. The Second Priority Secured Parties and the Junior Priority
Secured Parties agree that none of them shall be entitled to benefit from any avoidance action
affecting or otherwise relating to any distribution or allocation made in accordance with this
Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of
such avoidance action otherwise allocable to them shall instead be allocated and turned over for
application in accordance with the priorities set forth in this Agreement.



     5.6. Asset Dispositions in an Insolvency Proceeding. In an Insolvency Proceeding,
neither the Second Priority Representative, the Junior Priority Representative nor any other Second
Priority Secured Party or Junior Priority Secured Party shall oppose any sale or disposition of any
assets of any Loan Party that is supported by the First Priority Secured Parties, and the Second
Priority Representative, the Junior Priority Representative and each other Second Priority Secured
Party and Junior Priority Secured Party will be deemed to have consented under Section 363 of the
Bankruptcy Code (and otherwise) to any sale supported by the First Priority Secured Parties and to
have released their Liens on such assets.



     5.7. Separate Grants of Security and Separate Classification. Each Second Priority
Secured Party and each Junior Priority Secured Party acknowledges and agrees that (a) the grants of
Liens pursuant to the First Priority Security Documents, the Second Priority Security Documents and
the Junior Priority Security Documents constitute separate and distinct grants of Liens and (b)
because of, among other things, their differing rights in the Common Collateral, the Second
Priority Obligations and Junior Priority Obligations are fundamentally different from the First
Priority Obligations and must be separately classified in any plan of reorganization proposed or
adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided
in the immediately preceding sentence, if it is held that the claims of the First Priority Secured
Parties, Second Priority Secured Parties and/or Junior Priority Secured Parties in respect of the
Common Collateral constitute only one secured claim (rather than separate classes of senior and
junior secured claims), then the Second Priority Secured Parties and Junior Priority Secured
Parties hereby acknowledge and agree that all distributions shall be made as if there were separate
classes of senior and junior secured claims against the Loan Parties in respect of the Common
Collateral, with the effect being that, to the extent that the aggregate value of the Common
Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured
Parties and the Junior









 



23



Priority Secured Parties), the First Priority Secured Parties shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of Post-Petition Interest before any distribution is made in
respect of the claims held by the Second Priority Secured Parties and the Junior Priority Secured
Parties. The Second Priority Secured Parties and the Junior Priority Secured Parties hereby
acknowledge and agree to turn over to the First Priority Secured Parties amounts otherwise received
or receivable by them to the extent necessary to effectuate the intent of the preceding sentence,
even if such turnover has the effect of reducing the claim or recovery of the Second Priority
Secured Parties or the Junior Priority Secured Parties, as the case may be.



     5.8. No Waivers of Rights of First Priority Secured Parties. Nothing contained herein
shall prohibit or in any way limit the First Priority Representative or any other First Priority
Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any
Second Priority Secured Party or Junior Priority Secured Party, including the seeking by any Second
Priority Secured Party or Junior Priority Secured Party of adequate protection (except as provided
in Section 5.4) or the asserting by any Second Priority Secured Party or Junior Priority Secured
Party of any of its rights and remedies under the Second Priority Documents, the Junior Priority
Documents or otherwise.



     5.9. Other Matters. To the extent that the Second Priority Representative, the Junior
Priority Representative or any Second Priority Secured Party or Junior Priority Secured Party has
or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of
the Common Collateral, the Second Priority Representative or the Junior Priority Representative, as
applicable, agrees, on behalf of itself and the other Second Priority Secured Parties or the Junior
Priority Secured Parties, as applicable, not to assert any of such rights without the prior written
consent of the First Priority Representative (and, in the case of the Junior Priority Secured
Parties, the Second Priority Representative); provided that if requested by the First Priority
Representative, the Second Priority Representative and the Junior Priority Representative shall
timely exercise such rights in the manner requested by the First Priority Representative, including
any rights to payments in respect of such rights.



     5.10. Effectiveness in Insolvency Proceedings. This Agreement, which the parties
hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy
Code, shall be effective before, during and after the commencement of an Insolvency Proceeding.



     5.11. Effect After First Priority Obligations Payment Date. After the First Priority
Obligations Payment Date has occurred, the Second Priority Representative and the other Second
Priority Secured Parties shall be entitled to the rights afforded to the First Priority
Representative and the other First Priority Secured Parties under this Section 5.



     SECTION 6. Second Priority Documents, Junior Priority Documents and First Priority Documents.



     (a) Each Loan Party, the Second Priority Representative, on behalf of itself and the Second
Priority Secured Parties, the Junior Priority Representative, on behalf of itself and the Junior
Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or
other modification to any of the Second Priority Documents or the Junior Priority Documents, as the
case may be, inconsistent with or in violation of this Agreement.



     (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First
Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or
other modification to any of the First Priority Documents inconsistent with or in violation of this
Agreement.









 



24


     (c) In the event the First Priority Representative enters into any amendment, waiver or
consent in respect of any of the First Priority Security Documents for the purpose of adding to, or
deleting from, or waiving or consenting to any departures from any provisions of, any First
Priority Security Document or changing in any manner the rights of any parties thereunder, then
such amendment, waiver or consent shall apply automatically to any comparable provision of the
Comparable Second Priority Security Document without the consent of or action by any Second
Priority Secured Party and any comparable provision of the Comparable Junior Priority Security
Document without the consent of or action by any Junior Priority Secured Party (with all such
amendments, waivers and modifications subject to the terms hereof); provided that (other
than with respect to amendments, modifications or waivers that secure additional extensions of
credit and add additional secured creditors and do not violate the express provisions of the Second
Priority Documents or Junior Priority Documents), (i) no such amendment, waiver or consent shall
have the effect of removing assets subject to the Lien of any Second Priority Secured Parties or
Junior Priority Secured Parties pursuant to any Second Priority Security Document or Junior
Priority Security Document, as the case may be, except to the extent that a release of such Lien is
permitted by Section 4.2 and providing that there is a corresponding release of the Lien securing
the First Priority Obligations or Second Priority Obligations, as applicable, (ii) any such
amendment, waiver or consent that materially and adversely affects the rights of the Second
Priority Secured Parties or Junior Priority Secured Parties and does not affect the First Priority
Secured Parties in a like or similar manner shall not apply to the Second Priority Security
Documents without the consent of the Second Priority Representative or to the Junior Priority
Security Documents without the consent of the Junior Priority Representative and (iii) notice of
such amendment, waiver or consent shall be given to the Second Priority Representative and the
Junior Priority Representative no later than 30 days after its effectiveness, provided that the
failure to give such notice shall not affect the effectiveness and validity thereof.



     (d) The First Priority Documents may be amended, supplemented, revised, replaced, restated or
otherwise modified from time to time in accordance with their terms, in each case, without notice
to, or the consent of the Second Lien Representative or the Second Priority Secured Parties, all
without affecting the lien subordination or other provisions of this Agreement; provided,
however, that any such amendment, supplement, modification or Refinancing shall not:



          (i) contravene the provisions of this Agreement; or




          (ii) increase the “Applicable Margin” or similar component of the interest rate by more than
3.0% per annum (excluding increases resulting from the accrual of interest at the default rate
under the First Priority Documents).




     (e) Without the prior written consent of the First Priority Representative, no Second Priority
Document may be amended, supplemented, revised, replaced, restated, modified from time to time or
otherwise entered into to the extent such amendment, revision, replacement, restatement or
modification, or the terms of any new Second Priority Document, would:




          (i) contravene the provisions of this Agreement;




          (ii) increase the “Applicable Margin” or similar component of the interest rate by more than
3.0% per annum (excluding increases resulting from the accrual of interest at the default rate
under the Second Priority Documents);




          (iii) change (to earlier dates) any dates upon which payments of principal are due thereon;










 



25




          (iv) change the terms of any default or covenant thereunder which contains a monetary limit or
financial calculation which would make such default or covenant more restrictive to the Loan
Parties than the Existing First Priority Agreement; or




          (v) add any financial maintenance covenants.




     SECTION 7. Reliance; Waivers; etc.



     7.1. Reliance. The First Priority Documents and Second Priority Documents are deemed
to have been executed and delivered, and all extensions of credit thereunder are deemed to have
been made or incurred, in reliance upon this Agreement. The Second Priority Representative, on
behalf of itself and the Second Priority Secured Parties, expressly waives all notice of the
acceptance of and reliance on this Agreement by the First Priority Secured Parties. The Junior
Priority Representative, on behalf of itself and the Junior Priority Secured Parties, expressly
waives all notice of the acceptance of and reliance on this Agreement by the First Priority Secured
Parties or the Second Priority Secured Parties.



     7.2. No Warranties or Liability. The Second Priority Representative, the First
Priority Representative and the Junior Priority Representative each acknowledges and agrees that
none of them has made any representation or warranty with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any other First Priority Document, any
other Second Priority Document or any other Junior Priority Document. Except as otherwise provided
in this Agreement, the Second Priority Representative, the First Priority Representative and the
Junior Priority Representative will be entitled to manage and supervise their respective extensions
of credit to any Loan Party in accordance with law and their usual practices, modified from time to
time as they deem appropriate.



     7.3. No Waivers. No right or benefit of any party hereunder shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of such party or any other
party hereto or by any noncompliance by any Loan Party with the terms and conditions of any of the
First Priority Documents, the Second Priority Documents or the Junior Priority Documents.



     SECTION 8. Obligations Unconditional.



     8.1. First Priority Obligations Unconditional. All rights and interests of the First
Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority
Secured Parties and the Junior Priority Secured Parties (and, to the extent applicable, the Loan
Parties) hereunder, shall remain in full force and effect irrespective of:



          (i) any lack of validity or enforceability of any First Priority Document;




          (ii) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the First Priority Obligations, or any amendment, waiver or other modification,
whether by course of conduct or otherwise, or any refinancing, replacement, refunding or
restatement of any First Priority Document;




          (iii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding,
avoidance or non-perfection of any security interest in any Common Collateral or any other
collateral, or any release, amendment, waiver or other modification, whether by course of conduct
or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of
the First Priority Obligations or any guarantee or guaranty thereof; or










 



26




          (iv) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of the First Priority Obligations, or any of the Second
Priority Secured Parties or Junior Priority Secured Parties in respect of this Agreement.




     8.2. Second Priority Obligations Unconditional. All rights and interests of the
Second Priority Secured Parties hereunder, and all agreements and obligations of the Junior
Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain
in full force and effect irrespective of:



          (i) any lack of validity or enforceability of any Second Priority Document;




          (ii) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the Second Priority Obligations, or any amendment, waiver or other modification,
whether by course of conduct or otherwise, or any refinancing, replacement, refunding or
restatement of any Second Priority Document;




          (iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in
any Common Collateral or any other collateral, or any release, amendment, waiver or other
modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of all or any portion of the Second Priority Obligations or any guarantee or
guaranty thereof; or




          (iv) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of the Second Priority Obligations or any First Priority
Secured Party in respect of this Agreement (other than the occurrence of the First Priority
Obligations Payment Date) or any Junior Priority Secured Party in respect of this Agreement.




     8.3. Junior Priority Obligations Unconditional. All rights and interests of the
Junior Priority Secured Parties hereunder, and, to the extent applicable, all agreements and
obligations of the Loan Parties hereunder, shall remain in full force and effect irrespective of:



          (i) any lack of validity or enforceability of any Junior Priority Document;




          (ii) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the Junior Priority Obligations, or any amendment, waiver or other modification,
whether by course of conduct or otherwise, or any refinancing, replacement, refunding or
restatement of any Junior Priority Document;




          (iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in
any Common Collateral or any other collateral, or any release, amendment, waiver or other
modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of all or any portion of the Junior Priority Obligations or any guarantee or
guaranty thereof; or




          (iv) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of the Junior Priority Obligations or any First Priority
Secured Party or any Second Priority Secured Party in respect of this Agreement (other than the
occurrence of the First Priority Obligations Payment Date or the Second Priority Obligations
Payment Date, as the case may be).










 



27




     SECTION 9. Application of Proceeds



     9.1. Mandatory Prepayments. In the event of any required prepayment pursuant to
Section 2.12 of the Existing First Priority Agreement or Section 2.10 of the Existing Second
Priority Agreement (together, the “Specified Prepayment Sections”), the order of such prepayments
shall be, subject to the other provisions of this Agreement, as follows:




     First, to the permanent prepayment of the Credit-Linked Deposit Loans (with a
corresponding reduction in the Total Credit-Linked Deposit), all in accordance with the
Existing First Priority Agreement;




     Second, to the permanent reduction of the Total Credit-Linked Deposit in an
amount equal to the Excess Credit-Linked Deposits (with a corresponding return of
Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit
Lenders), all in accordance with the Existing First Priority Agreement;




     Third, to the reallocation of Credit-Linked Deposit Letters of Credit as
Revolving Letters of Credit in an amount equal to the lesser of (x) the Revolving Letter of
Credit Available Amount and (y) the Credit-Linked Deposit Letters of Credit outstanding
prior to giving effect to any such reallocation (any such reallocation to be accompanied by
a corresponding permanent reduction in the Credit-Linked Deposit, with a corresponding
return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked
Deposit Lenders), all to the extent provided and in accordance with the Existing First
Priority Agreement;




     Fourth, to cash collateralize the outstanding Credit-Linked Deposit LC Exposure
(any such cash collateralization to be accompanied by a corresponding permanent reduction in
the Credit-Linked Deposit in an amount equal to the Credit-Linked Deposit LC Exposure so
collateralized and a return of Credit-Linked Deposits equal to such amount to the
Credit-Linked Deposit Lenders), all in accordance with the Existing First Priority
Agreement;




     Fifth, to the prepayment of the Second Priority Term Loans;




     Sixth, to the prepayment of the Revolving Loans (any such prepayment to be
accompanied by a corresponding permanent reduction in the Revolving Commitments) in
accordance with the Existing First Priority Agreement; and




     Seventh, to cash collateralize the outstanding Revolving LC Exposure, after
giving effect to any reallocation described above (any such cash collateralization to be
accompanied by a permanent reduction in the Revolving Commitments in an amount equal to the
Revolving LC Exposure so collateralized; such reduction (or any part thereof, as applicable)
to be effective upon any release or application of such cash collateral in an amount equal
to the amount so released or applied).


All prepayments under the Specified Prepayment Sections shall be accompanied by accrued but unpaid
interest on the principal amount being prepaid to (but not including) the date of prepayment, plus
any fees, losses, costs and expenses referenced in such Specified Prepayment Sections.










 



28




     SECTION 10. Miscellaneous.



     10.1. Conflicts. In the event of any conflict between the provisions of this
Agreement and the provisions of any First Priority Document, any Second Priority Document or any
Junior Priority Document, the provisions of this Agreement shall govern.



     10.2. Continuing Nature of Provisions. This Agreement shall continue to be effective,
and shall not be revocable by any party hereto, until the First Priority Obligations Payment Date
and the Second Priority Obligation Payment Date shall have occurred. This is a continuing
agreement and the First Priority Secured Parties, the Second Priority Secured Parties and the
Junior Priority Secured Parties may continue, at any time and without notice to the other parties
hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness
to, or for the benefit of, Borrower or any other Loan Party on the faith hereof.



     10.3. Amendments; Waivers. (a) No amendment or modification of any of the provisions
of this Agreement shall be effective unless the same shall be in writing and signed by the First
Priority Representative, the Second Priority Representative, the Junior Priority Representative and
the Borrower, provided that any Secured Party may waive (but only as to such Secured Party)
any provision intended to benefit such Secured Party without the consent of any other Secured Party
or any Loan Party.



     (b) It is understood that the First Priority Representative and the Second Priority
Representative, without the consent of any other First Priority Secured Party or Second Priority
Secured Party or any Junior Priority Secured Party, may in their discretion determine that a
supplemental agreement (which make take the form of an amendment and restatement of this Agreement)
is necessary or appropriate to facilitate having additional indebtedness or other obligations
(“Additional Debt”) of any of the Loan Parties become First Priority Obligations or Second Priority
Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify
whether such Additional Debt constitutes First Priority Obligations or Second Priority Obligations,
provided, that such Additional Debt is permitted to be incurred by the First Priority
Agreement and Second Priority Agreement then extant, and is permitted by said Agreements to be
subject to the provisions of this Agreement as First Priority Obligations or Second Priority
Obligations, as applicable.



     10.4. Information Concerning Financial Condition of the Borrower and the other Loan
Parties. Each of the First Priority Representative, the Second Priority Representative and the
Junior Priority Representative hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrower and each of the other Loan Parties and all other circumstances
bearing upon the risk of nonpayment of the First Priority Obligations, the Second Priority
Obligations or the Junior Priority Obligations. The First Priority Representative, the Second
Priority Representative and the Junior Priority Representative hereby agree that no party shall
have any duty to advise any other party of information known to it regarding such condition or any
such circumstances. In the event any of the First Priority Representative, the Second Priority
Representative or the Junior Priority Representative, in its sole discretion, undertakes at any
time or from time to time to provide any information to any other party to this Agreement, it shall
be under no obligation (a) to provide any such information to such other party or any other party
on any subsequent occasion, (b) to undertake any investigation not a part of its regular business
routine, or (c) to disclose any other information.



     10.5. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York, except to the extent that remedies provided by the
laws of any jurisdiction other than the State of New York are governed by the laws of such
jurisdiction.









 



29


     10.6. Submission to Jurisdiction. (a) Each First Priority Secured Party, each Second
Priority Secured Party, each Junior Priority Secured Party and each Loan Party hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of
any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each such party agrees that a final judgment
in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any First Priority Secured Party, Second
Priority Secured Party or Junior Priority Secured Party may otherwise have to bring any action or
proceeding against any Loan Party or its properties in the courts of any jurisdiction.



     (b) Each First Priority Secured Party, each Second Priority Secured Party, each Junior
Priority Secured Party and each Loan Party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an
inconvenient forum to the maintenance of such action or proceeding.



     (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.7. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     10.7. Notices. Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and may be personally
served, telecopied, or sent by overnight express courier service or United States mail and shall be
deemed to have been given when delivered in person or by courier service, upon receipt of a
telecopy or five days after deposit in the United States mail (certified, with postage prepaid and
properly addressed). For the purposes hereof, the addresses of the parties hereto (until notice of
a change thereof is delivered as provided in this Section) shall be as set forth below each party’s
name on the signature pages hereof, or, as to each party, at such other address as may be
designated by such party in a written notice to all of the other parties.



     10.8. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and each of the First Priority Secured Parties, Second
Priority Secured Parties and Junior Priority Secured Parties and their respective successors and
permitted assigns, and nothing herein is intended, or shall be construed to give, any other Person
any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral.



     10.9. Headings. Section headings used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.



     10.10. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.









 



30


     10.11. Other Remedies. For avoidance of doubt, it is understood that nothing in this
Agreement shall prevent any Second Priority Secured Party or Junior Priority Secured Party from
exercising any available remedy to accelerate the maturity of any indebtedness or other obligations
owing under the Second Priority Agreement or any Junior Priority Agreement, as applicable, or to
demand payment under any guarantee in respect thereof.



     10.12. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall
become effective when it shall have been executed by each party hereto.



     10.13. Additional Loan Parties. Each Person that becomes a Loan Party after the date
hereof shall become a party to this Agreement upon execution and delivery by such Person of a
Joinder Agreement in the form of Annex 1 to this Agreement.









 



31


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as First Priority Representative
for and on behalf of the First Priority Secured Parties
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P., as Second Priority
Representative for and on behalf of the Second Priority
Secured Parties
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:





Intercreditor Agreement









 



32


	 	 	 	 	 	 	 
	 	 	DELTA AIR LINES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	ASA HOLDINGS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	COMAIR HOLDINGS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	COMAIR, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	COMAIR SERVICES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:





Intercreditor Agreement









 



33


	 	 	 	 	 	 	 
	 	 	CROWN ROOMS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	DAL GLOBAL SERVICES, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	DAL MOSCOW, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	DELTA AIRELITE BUSINESS JETS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	DELTA BENEFITS MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:






Intercreditor Agreement









 



34


	 	 	 	 	 	 	 
	 	 	DELTA CONNECTION ACADEMY, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	DELTA LOYALTY MANAGEMENT SERVICES, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	DELTA TECHNOLOGY, LLC
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:
	 
	 	 	 	 	 	 
	 	 	EPSILON TRADING, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:






Intercreditor Agreement









 



35


	 	 	 	 	 	 	 
	 	 	KAPPA CAPITAL MANAGEMENT, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 	 	 
	 	 	Attention:
	 	 	Telecopy No.:






Intercreditor Agreement









 








EXHIBIT J

to Second Lien Credit Agreement




FORM OF ASSIGNMENT AND ACCEPTANCE




Dated:                      __, 200_





     Reference is made to that certain Second Lien Term Loan and Guaranty Agreement, dated as of
April 30, 2007 (as amended, amended and restated, supplemented or otherwise modified, renewed or
replaced from time to time in accordance with its terms, the “Credit Agreement”), among
Delta Air Lines, Inc., as borrower (the “Borrower”), the direct and indirect domestic
subsidiaries of the Borrower party thereto (the “Guarantors”), Goldman Sachs Credit
Partners L.P. (“GSCP”) as administrative agent (in such capacity, the “Administrative
Agent”), GSCP as collateral agent (in such capacity, the “Collateral Agent”), the
financial institutions party thereto (the “Lenders”), Barclays Capital, as syndication
agent, Goldman Sachs Credit Partners L.P. and Merrill Lynch Commercial Finance Corp., as co-lead
arrangers, Goldman Sachs Credit Partners L.P., Merrill Lynch Commercial Finance Corp. and Barclays
Capital, as joint bookrunners, and Credit Suisse Securities (USA) LLC and C.I.T. Leasing
Corporation as co-documentation agents. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and
Acceptance between the Assignor (as set forth on Schedule I hereto and made a part hereof)
and the Assignee (as set forth on Schedule I hereto and made a part hereof) is dated as of
the Effective Date (as set forth on Schedule I hereto and made a part hereof).


1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the
Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Effective Date, an undivided interest (the “Assigned
Interest”) in and to all the Assignor’s rights and obligations under the Credit Agreement with
respect to the outstanding Loan set forth on Schedule I, together with all unpaid interest
thereon accrued to the Effective Date.



2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the Credit Agreement
or any other of the Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other of the Loan Documents or any
other instrument or document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such interest is free and
clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement, any of the other Loan Documents or
any other instrument or document furnished pursuant thereto; and (iii) requests that the
Administrative Agent evidence the Assigned Interest by recording the information contained on
Schedule I in the Register which reflects the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the Effective Date).





 









 







3. The Assignee (i) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance and that it is an Eligible Assignee; (ii) confirms that it has received a
copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, and such other documents and information as it has
deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and
without reliance upon the Agents, the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agents to
take such action as agents on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Agents by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender; (vi) if the Assignee
is organized under the laws of a jurisdiction outside the United States, attaches the forms
prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s
exemption from United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement; and (vii) has supplied the information requested on the
administrative questionnaire heretofore supplied by the Administrative Agent in which the Assignee
has designated one or more credit contacts to whom all syndicate-level information (which may
contain material non-public information about the Borrower and its related parties or their
respective securities) will be made available and who may receive such information in accordance
with the Assignee’s compliance procedures and applicable laws, including Federal and state
securities laws.



4. Following the execution of this Assignment and Acceptance by the Assignee, the Assignor and the
[Borrower]1, it will be delivered to the Administrative Agent for acceptance by it and recording by
the Administrative Agent pursuant to Section 10.02 of the Credit Agreement, effective as of the
Effective Date (which Effective Date shall, unless otherwise agreed to by the Administrative Agent
(in writing), be within ten (10) Business Days after the execution of this Assignment and
Acceptance).



5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and Assignee shall make
all appropriate adjustments in payments for periods prior to the Effective Date by the
Administrative Agent or with respect to the making of this assignment directly between themselves.



6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a
Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement
provided that Assignor hereby represents and warrants that the restrictions set






 




			
	1	 	Insert to the extent that Borrower’s consent is required pursuant to the Credit Agreement.





2









 







forth in Section
10.02 of the Credit Agreement pertaining to the minimum amount of assignments have been satisfied.



7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws
of the State of New York.





3









 








     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed by their respective duly authorized officers on Schedule I hereto.




4









 








	 	 	 	 	 
	 	CONSENTED TO AND ACCEPTED:



GOLDMAN SACHS CREDIT PARTNERS L.P.

   as Administrative Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Signature Page to Assignment and Acceptance (Second Lien)





 









 








	 	 	 	 	 
	 	CONSENTED TO AND ACCEPTED:



DELTA AIR LINES, INC.

   as Borrower

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Signature Page to Assignment and Acceptance (Second Lien)




 









 








	 	 	 	 	 
	 	CONSENTED TO AND ACCEPTED:



 
     as Assignor

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Signature Page to Assignment and Acceptance (Second Lien)




 









 








	 	 	 	 	 
	 	CONSENTED TO AND ACCEPTED:



 
     as Assignee

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Signature Page to Assignment and Acceptance (Second Lien)





 









 






Schedule I to Assignment and Acceptance respecting that certain
Second Lien Term Loan and Guaranty Agreement, dated as of April 30,
2007, among Delta Air Lines, Inc., the Guarantors named therein, the
Lenders named therein, Goldman Sachs Credit Partners L.P. as
Administrative Agent and the other parties thereto.



Legal Name of Assignor:                                                                 
               




Legal Name of Assignee:                                                                  
              

[and is an Affiliate/Approved Fund of [Identify Lender]]




Effective Date of Assignment:                                                                 
               




	 	 	 
	SECOND LIEN TERM LOAN
	 	 
	 
	 	 
	Principal Amount

	 	Percentage Assigned (to at least 8 decimals)
shown as a percentage of aggregate
	Assigned

	 	principal amount of all Lenders
	 
	 	 
	$                     

	 	                    %






 









 






Exhibit K

Page 1 of 1




Delta Air Lines, Inc.

Form of Monthly Eligible Accounts Receivable Certificate

For the Month Ended                                                             




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	in 000,000’s (Millions) USD	 	 	 	 	 	 	 	Passenger Related A/R	 	 	Trade A/R	 	 	Cargo A/R	 	 	Other	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Domestic	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Travel	 	 	Int’l Travel	 	 	 	 	 	 	 	 	 	 	Trade/	 	 	 	 	 	 	 	 	 	 	(earned	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Agency	 	 	Agency	 	 	 	 	 	 	 	 	 	 	Sourcing/	 	 	 	 	 	 	 	 	 	 	not yet	 	 	 	 	 	 	 	 	 	 	Notes /	 
	 	 	 	Total A/R	 	 	 	Visa / MC	 	 	Other CC	 	 	(net)	 	 	(net)	 	 	BARTS	 	 	UATP	 	 	Charter	 	 	DLMS	 	 	EPSILON	 	 	billed)	 	 	Freight	 	 	USPS	 	 	Interest	 
	Gross
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Past due balances
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign Receivables
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit in Prior
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intercompany
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owed from other airlines (contra)
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unapplied Pmts
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unearned Revenue
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Est. potential refund liability
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMEX potential contra
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Estimated interested related to debt instruments
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Codeshare portion of Accrued A/R
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	0100 Restricted Cash
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	0185 DLMS Interest Receivable (restricted)
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other (per terms of Credit Agreement)
	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total ineligibles
	 	 	 	0.0	 	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eligible A/R
	 	 	 	0.0	 	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A/R Balance per BS
% Eligible as collateral
	 	 	#DIV/0!	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









Officer’s Certification:



Pursuant to the Second Lien Revolving Credit and Guaranty Agreement dated as of                                         , the undersigned certifies that
the information provided in this Certificate to Goldman Sachs Credit Partners L.P., as Administrative Agent is accurate and complete
in all material respects based on the accounting records of Delta Air Lines, Inc.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature & Title

	 	 	 	Date	 	 











 











 





Schedule 1.01(a)




EXCLUDED FLIGHT SIMULATORS




	 	 	 	 	 	 	 
	Owner	 	Equipment	 	Identification Number	 	ARB Financed1
	DAFC2	 	B737-700 FFS
	 	2NF3	 	Yes
	DAFC	 	B767-300ER FFS
	 	2NH7	 	Yes
	DAFC	 	B737 NG FTD
	 	2NK8	 	Yes
	DAFC	 	B737-200 FFS
	 	2NK5	 	Yes
	DAFC	 	B767-300ER FTD
	 	2NK7	 	Yes
	DAFC	 	B737-NG CAPT
	 	2NM2	 	Yes
	DAFC	 	B737-200 CAPT #1
	 	2NL9	 	Yes
	DAFC	 	B737-200 CAPT #2
	 	2NM1	 	Yes
	DAFC	 	B737-200 FTD
	 	2NK6	 	Yes
	DAFC	 	B737-800 FFS
	 	2NT8	 	Yes
	DAFC	 	B767-400ER FFS
	 	2NM5	 	Yes
	DAFC	 	B737-800 Level 6 FTD
	 	2R33	 	Yes
	DAFC	 	B737-800(#3) FFS
	 	2NU1	 	Yes
	DAFC	 	B767-300ER FFS
	 	2RC2	 	Yes
	DAFC	 	B757-200 CAPT #1
	 	2NM3	 	Yes
	DAFC	 	B757-200 CAPT #2
	 	2NM4	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B737-700 FFS
	 	103303-047AB-26	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B767-300ER FFS
	 	103303-060AD-19	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B737-200 FFS
	 	103350-003AC-5	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B737-800 FFS
	 	103350-003AG-22	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B767-400 FFS
	 	103350-003AE-20	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B737-800 FFS
	 	103350-003AG-47	 	Yes
	DAFC	 	ESIG-3350 GT
Computer for
B767-300ER FFS
	 	103350-003AN-54	 	Yes
	DAFC	 	B777-200 FFS
	 	2NN6	 	No
	DAFC	 	B777-200 FTD
	 	2NQ3	 	No
	DAFC	 	ESIG-3350 GT
Computer for
B777-200 FFS
	 	103350-003AC-6	 	No








 




			
	1	 	ARB means Special Facility Airport Revenue Bonds
	 
	2	 	All equipment shown is being leased by Delta from the
Development Authority of Fulton County (“DAFC”)





 









 





Schedule 1.01(b)




IMMATERIAL SUBSIDIARIES




Aero Assurance, Ltd.



 









 





Schedule 1.01(c)




RESTRICTED ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Entity Name	 	Bank Name	 	Account Number	 	Type of Account	 	Description
	DAL Global Services, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXX546
	 	Airline Clearing
House
	 	CashDGS-Chase-AirCl
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXX526
	 	Collateral Account
	 	Foreign Letters of Credit and Local
Bank Guarantees
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX416
	 	Collateral Account
	 	Risk Based Collateral
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX918
	 	Escrow Account
	 	CashCB-TRT-Disb (Tax Trust DDA)
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX117
	 	Escrow Account
	 	Tax Trust Fund Investment Account
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX033
	 	Escrow Account
	 	Delta PFC Account
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX116
	 	Escrow Account
	 	PFC Investment Account
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX234
	 	Collateral Account
	 	Delta-Boeing EETC Certificate Account
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	XXXXX171
	 	Collateral Account
	 	Delta-Boeing MMDA
	 
	Delta Air Lines, Inc.

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX195
	 	Collateral Account
	 	ACE Workers Comp & GA Self Insurance
	 
	Delta Air Lines, Inc.

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXXX138
	 	Airline Clearing
House
	 	Cash-Chase-Airline Clearing House
	 
	Delta Air Lines, Inc.

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX662
	 	FSA — UHC
	 	Cash-Chase-FSA-USD
	 
	Delta Air Lines, Inc.

	 	Custodial Accounts at Bank
of America in name of Nihill
& Riedley, as agent for
Liberty Mutual Insurance
Company
	 	XXXXXXX4-1-4 MSM

XXXXXXX0-1-2 MSM

XXXXXXX6-1-1 MSM

XXXXXXXX 0109
	 	Collateral Account
	 	Non-WorkComp Bond Requirement
(Airport and Misc. Commercial Surety
Bonds) and WorkComp (Surety Bond)
	 
	Delta Air Lines, Inc.

	 	Smith Barney
	 	XXXXXXXXX9164
	 	Collateral Account
	 	Travelers Collateral for Surety Bonds
	 
	Delta Air Lines, Inc.

	 	The Bank of New York
	 	XXX31
	 	Collateral Account
	 	ACE Workers Comp Trust
	 
	Delta Air Lines, Inc.

	 	The Bank of New York
	 	XXXX51
	 	Collateral Account
	 	GA Self Insurance Workers Comp
	 
	Delta Air Lines, Inc.

	 	The Bank of New York
	 	N/A
	 	Escrow Account
	 	MassPort Boston Escrow






 









 






	 	  	 	  	 	  	 	 	 
	Entity Name	 	Bank Name	 	Account Number	 	Type of Account	 	Description
	Delta Air Lines, Inc.

	 	U.S. Bank, N. A.
	 	N/A
	 	Collateral Account
	 	Credit Card Holdback
	 
	Delta Air Lines, Inc.

	 	NatWest Bank
	 	N/A
	 	Collateral Account
	 	Credit Card Holdback
	 
	Delta Air Lines, Inc.

	 	Royal Bank of Canada
	 	N/A
	 	Escrow Account
	 	ALPA Settlement
	 
	Delta Air Lines,
Inc./DAL Global
Services, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX195
	 	Collateral Account
	 	Miscellaneous Letters of Credit
(Covers DL, DGS)
	 
	Delta Air Lines, Inc.

	 	Citibank, N.A.
	 	N/A
	 	Collateral Account
	 	Boeing Collateral
	 
	Delta Loyalty
Management Services,
LLC

	 	Citibank, N.A.
	 	XXXXX292
	 	AMEX Receipts
	 	Cash-Citi-DLMSI Con2
	 
	Delta Technology, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX697
	 	Benefits
	 	Cash-Chase-DT FSA-US
	 
	Delta Technology, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX177
	 	Benefits
	 	Cash-Chase-DT/ML-USD
	 
	Delta Technology, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX932
	 	Benefits
	 	Cash-Chase-DT/UHC-US
	 
	Song, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX812
	 	Benefits
	 	Cash-Song-Den
	 
	Song, LLC

	 	JPMorgan Chase Manhattan Bank
	 	XXXXXX790
	 	Benefits
	 	Cash-Song-Med
	 
	Comair, Inc.

	 	Fifth Third Bank
	 	XXXX8300
	 	Collateral Account
	 	Overnight Investment Account
	 
	Comair, Inc.

	 	National City Bank
	 	XXXXX9743
	 	Collateral Account
	 	Collateral Account
	 
	Comair, Inc.

	 	National City Bank
	 	XXXXX9007
	 	FSA
	 	Flexible Spending Account
	 
	Comair, Inc.

	 	National City Bank
	 	XXXXX1596
	 	ALPA Claim
	 	ALPA Claim Account
	 
	Delta AirElite Business
Jets, Inc.

	 	National City Bank
	 	XXXX61
	 	Customer Escrow
Account
	 	Customer Escrow Account
	 
	Delta AirElite Business
Jets, Inc.

	 	PNC
	 	XXXXXXX672
	 	Customer Escrow
Account
	 	Customer Escrow Account
	 






 









 






	 	   	 	   	 	   	 	   	 
	Entity Name	 	Bank Name	 	Account Number	 	Type of Account	 	Description
	Delta Connection
Academy, Inc.

	 	Key Bank, N. A.
	 	XXXXXXXX8785
	 	Student Escrow
Account
	 	Student Escrow Account
	 
	Delta Connection
Academy, Inc.

	 	Key Bank, N. A.
	 	XXXXXXXX8793
	 	Student Funds
Account
	 	Student Funds Account
	 
	Delta Connection
Academy, Inc.

	 	Wachovia Bank
	 	XXXXXXXXX0177
	 	FSA
	 	Flexible Spending Account






Bank Contact Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Name	 	Accounts	 	Address	 	City	 	State	 	Zip	 	Contact Phone
	Bank of America,
N.A.

	 	All
	 	GA1-006-09-10 
600
Peachtree Street N.E.,
9th Floor, 600 
Peachtree Street N.E., 9th
Floor
	 	Atlanta
	 	GA
	 	30308	 	404-607-5459
	 
	Citibank, N.A.

	 	Non Collateral
	 	400 Perimeter Center Terrace, Suite 600
	 	Atlanta
	 	GA
	 	30346-1233	 	770 668 8214
	 
	Citibank, N.A.

	 	Collateral Accts
	 	388 Greenwich Street, 23rd Floor
	 	New York City
	 	NY
	 	10013	 	212-816-5448
	 
	Fifth Third Bank

	 	All
	 	8100 Burlington Pike
	 	Florence
	 	KY
	 	41042	 	859-283-8524
	 
	JPMorgan Chase
Manhattan Bank

	 	Non Collateral
	 	One Chase Manhattan Plaza, 7th Floor
	 	New York City
	 	NY
	 	10005	 	212-552-5778
	 
	JPMorgan Chase
Manhattan Bank

	 	Collateral Accts
	 	270 Park Avenue, 38th Floor
	 	New York City
	 	NY
	 	10018	 	212-270-5484
	 
	Key Bank, N.A.

	 	All
	 	127 Public Square, 7th Floor, OH-01-27-0725
	 	Cleveland
	 	OH
	 	44114	 	973-689-4421
	 
	National City Bank

	 	All
	 	One National City Center
	 	Indianapolis
	 	IN
	 	46255	 	317-267-7607
	 
	Smith Barney

	 	All
	 	Citigroup Global Markets, Inc., 185 Asylum
Street, 21st Floor
	 	Hartford
	 	CT
	 	06103	 	860-275-4499
	 
	The Bank of New York

	 	All
	 	5 Penn Plaza, 13th Floor
	 	New York City
	 	NY
	 	10001	 	212-896-7175
	 
	National City Bank

	 	All
	 	One National City Center
	 	Indianapolis
	 	IN
	 	46255	 	317-267-7607
	 
	NatWest Bank

	 	Collateral Accts
	 	Streamline International, Level 8, 2 1/2
Devonshire Square
	 	London
	 	 	 	EC2M 4BA, England
	 	44.20.7672.5362
	 
	PNC Bank

	 	All
	 	Two PNC Plaza, 7th Flr
	 	Pittsburg
	 	PA
	 	15222	 	412-762-7017
	 
	Wachovia Bank, N.A.

	 	All
	 	191 Peachtree Street, MC-GA 8009
	 	Atlanta
	 	GA
	 	30303	 	800-590-7868
	 
	Royal Bank of Canada

	 	All
	 	200 Bay St., 5th Floor N TWR Toronto, ON
M5J 2W7
	 	Toronto
	 	ON
	 	M5J 2W7	 	416-842-4637






 









 






Schedule 1.01(d) — Restructuring Aircraft




The Restructuring Aircraft are the airframes listed below by registration number, together with the
associated engines:



DELTA AIR LINES, INC.




	 	 	 	 	 	 	 	 	 	 	 
	N120DL

	 	N602DL
	 	N633DL
	 	N903DL
	 	N955DL
	 	N981DL
	 
	N121DE

	 	N603DL
	 	N634DL
	 	N904DL
	 	N956DL
	 	N982DL
	 
	N122DL

	 	N604DL
	 	N635DL
	 	N905DL
	 	N957DL
	 	N983DL
	 
	N123DN

	 	N605DL
	 	N636DL
	 	N906DL
	 	N958DL	 	 
	 
	N124DE

	 	N607DL
	 	N637DL
	 	N907DL
	 	N959DL	 	 
	 
	N125DL

	 	N609DL
	 	N638DL
	 	N908DL
	 	N960DL	 	 
	 
	N126DL

	 	N610DL
	 	N657DL
	 	N909DL
	 	N961DL	 	 
	 
	N127DL

	 	N611DL
	 	N658DL
	 	N910DL
	 	N962DL	 	 
	 
	N128DL

	 	N612DL
	 	N659DL
	 	N911DL
	 	N963DL	 	 
	 
	N129DL

	 	N616DL
	 	N660DL
	 	N912DL
	 	N964DL	 	 
	 
	N130DL

	 	N617DL
	 	N661DN
	 	N913DL
	 	N965DL	 	 
	 
	N131DN

	 	N618DL
	 	N662DN
	 	N914DL
	 	N966DL	 	 
	 
	N132DN

	 	N619DL
	 	N663DN
	 	N915DL
	 	N967DL	 	 
	 
	N133DN

	 	N620DL
	 	N664DN
	 	N916DL
	 	N968DL	 	 
	 
	N134DL

	 	N621DL
	 	N665DN
	 	N917DL
	 	N969DL	 	 
	 
	N135DL

	 	N622DL
	 	N666DN
	 	N918DL
	 	N970DL	 	 
	 
	N136DL

	 	N623DL
	 	N667DN
	 	N919DL
	 	N971DL	 	 
	 
	N137DL

	 	N624DL
	 	N668DN
	 	N920DL
	 	N972DL	 	 
	 
	N1402A

	 	N625DL
	 	N669DN
	 	N921DL
	 	N973DL	 	 
	 
	N140LL

	 	N626DL
	 	N675DL
	 	N922DL
	 	N974DL	 	 
	 
	N178DN

	 	N627DL
	 	N681DA
	 	N923DL
	 	N975DL	 	 
	 
	N179DN

	 	N628DL
	 	N682DA
	 	N924DL
	 	N976DL	 	 
	 
	N180DN

	 	N629DL
	 	N683DA
	 	N925DL
	 	N977DL	 	 
	 
	N181DN

	 	N630DL
	 	N684DA
	 	N952DL
	 	N978DL	 	 
	 
	N182DN

	 	N631DL
	 	N901DL
	 	N953DL
	 	N979DL	 	 
	 
	N184DN

	 	N632DL
	 	N902DL
	 	N954DL
	 	N980DL	 	 






 









 





COMAIR, INC.




	 	 	 	 	 	 	 	 	 	 	 
	N317CA

	 	N447CA
	 	N594SW
	 	N796CA
	 	N927CA
	 	N988CA
	 
	N331CA

	 	N451CA
	 	N595SW
	 	N797CA
	 	N929CA
	 	N989CA
	 
	N340CA

	 	N455CA
	 	N597SW
	 	N798CA
	 	N931CA
	 	N991CA
	 
	N354CA

	 	N468CA
	 	N625CA
	 	N804CA
	 	N932CA
	 	N995CA
	 
	N355CA

	 	N471CA
	 	N659CA
	 	N805CA
	 	N933CA
	 	N999CA
	 
	N367CA

	 	N472CA
	 	N668CA
	 	N806CA
	 	N934CA	 	 
	 
	N368CA

	 	N477CA
	 	N669CA
	 	N807CA
	 	N949CA	 	 
	 
	N374CA

	 	N479CA
	 	N690CA
	 	N809CA
	 	N951CA	 	 
	 
	N376CA

	 	N487CA
	 	N708CA
	 	N810CA
	 	N954CA	 	 
	 
	N378CA

	 	N494CA
	 	N709CA
	 	N811CA
	 	N956CA	 	 
	 
	N379CA

	 	N495CA
	 	N710CA
	 	N812CA
	 	N957CA	 	 
	 
	N390CA

	 	N496CA
	 	N712CA
	 	N814CA
	 	N958CA	 	 
	 
	N391CA

	 	N498CA
	 	N713CA
	 	N815CA
	 	N959CA	 	 
	 
	N398CA

	 	N506CA
	 	N716CA
	 	N816CA
	 	N960CA	 	 
	 
	N403CA

	 	N507CA
	 	N719CA
	 	N818CA
	 	N962CA	 	 
	 
	N408CA

	 	N510CA
	 	N720SW
	 	N819CA
	 	N963CA	 	 
	 
	N409CA

	 	N514CA
	 	N721CA
	 	N821CA
	 	N964CA	 	 
	 
	N416CA

	 	N518CA
	 	N729CA
	 	N912CA
	 	N965CA	 	 
	 
	N420CA

	 	N523CA
	 	N735CA
	 	N914CA
	 	N966CA	 	 
	 
	N427CA

	 	N526CA
	 	N739CA
	 	N915CA
	 	N967CA	 	 
	 
	N430CA

	 	N587SW
	 	N779CA
	 	N916CA
	 	N969CA	 	 
	 
	N435CA

	 	N588SW
	 	N781CA
	 	N917CA
	 	N971CA	 	 
	 
	N436CA

	 	N589SW
	 	N783CA
	 	N918CA
	 	N973CA	 	 
	 
	N442CA

	 	N590SW
	 	N784CA
	 	N920CA
	 	N983CA	 	 
	 
	N443CA

	 	N591SW
	 	N785CA
	 	N924CA
	 	N984CA	 	 
	 
	N446CA

	 	N592SW
	 	N786CA
	 	N926CA
	 	N987CA	 	 






2









 





Schedule 3.06




SUBSIDIARIES OF DELTA AIR LINES, INC.




     The Subsidiaries of the Borrower and the percentages of voting securities owned by the
immediate parent of each Subsidiary are as follows:



	 	 	 	 	 
	 	 	Percentage of
	 	 	Voting
	 	 	Securities
	 	 	Owned by
	 	 	Immediate
	Name of Entity	 	Parent
	Crown Rooms, Inc.
	 	 	100	%
	DAL Global Services, LLC
	 	 	100	%
	Delta Air Lines, Inc. and Pan American World Airways,
Inc.—
	 	 	 	 
	Unterstutzungskasse GmbH
	 	 	100	%
	Delta Air Lines Dublin Limited
	 	 	100	%
	Delta Air Lines Private Limited
	 	 	51	%
	Kappa Capital Management, LLC
	 	 	100	%
	Aero Assurance, Ltd. (1)
	 	 	95	%
	ASA Holdings, Inc.
	 	 	100	%
	Comair Holdings, LLC
	 	 	100	%
	Comair, Inc.
	 	 	100	%
	Comair Services, Inc.
	 	 	100	%
	Delta AirElite Business Jets, Inc.
	 	 	100	%
	Delta Connection Academy, Inc.
	 	 	100	%
	DAL Moscow, Inc.
	 	 	100	%
	New Sky, Ltd.
	 	 	100	%
	Delta Loyalty Management Services, LLC
	 	 	100	%
	Delta Technology, LLC
	 	 	100	%
	Delta Benefits Management, Inc.
	 	 	100	%
	Epsilon Trading, LLC
	 	 	100	%








 




			
	(1)	 	Kappa Capital Management, Inc., the immediate parent, owns 12,900,000 shares of Class A
Preferred Stock. The remaining voting power is held by Delta Air Lines, Inc., which owns
120,000 shares of Class A Common Stock and 500,000 shares of Class B Common Stock. All shares
of voting stock have one vote per share. ACE American Insurance Company owns 4,500,000 Class B
Preferred Stock, which does not have voting rights.






 











 





Schedule 3.07




EXISTING LIENS




A. Encumbered Aircraft, Spare Engines, Spare Parts and Propellers



1. Encumbered Aircraft



I. Delta Air Lines, Inc.



Boeing
737-832; CFM 56-7B26




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N371DA
	 	29619	 	875354, 875362	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N372DA
	 	29620	 	875364, 874377	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N373DA
	 	29621	 	874384, 875403	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N374DA
	 	29622	 	874401, 874408	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N375DA
	 	29623	 	875386, 875387	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N376DA
	 	29624	 	875510, 874488	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N377DA
	 	29625	 	875678, 874691	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N378DA
	 	30265	 	874845, 874848	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N379DA
	 	30349	 	875867, 874871	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N380DA
	 	30266	 	875948, 874882	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N381DN
	 	30350	 	875893, 874900	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N382DA
	 	30345	 	874943, 874944	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N383DN
	 	30346	 	874953, 874954	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N384DA
	 	30347	 	874980, 876176	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N385DN
	 	30348	 	874981, 876122	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N386DA
	 	30373	 	876160, 876175	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N387DA
	 	30374	 	874868, 877188	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N388DA
	 	30375	 	876206, 876207	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N389DA
	 	30376	 	874896, 877366	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N390DA
	 	30536	 	876291, 876292	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N391DA
	 	30560	 	876332, 876330	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N392DA
	 	30561	 	876435, 876389	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N393DA
	 	30377	 	876426, 876429	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N394DA
	 	30562	 	876432, 877440	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N395DN
	 	30773	 	877473, 876469	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N396DA
	 	30378	 	876525, 876527	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N397DA
	 	30537	 	876537, 876554	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N398DA
	 	30774	 	876561, 876289	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N399DA
	 	30379	 	876610, 876581	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3730B
	 	30538	 	876583, 876591	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3731T
	 	30775	 	876629, 876592	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3732J
	 	30380	 	876582, 876608	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3733Z
	 	30539	 	877628, 876669	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3734B
	 	30776	 	876642, 876630	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3735D
	 	30381	 	876644, 876655	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3736C
	 	30540	 	876674, 876675	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3737C
	 	30799	 	888127, 876682	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3738B
	 	30382	 	888152, 888108	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3739P
	 	30541	 	888113, 888117	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust






 









 






	 	    	 	       	 	    	 	    	 	    	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N3740C
	 	30800	 	888118, 888122	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3741S
	 	30487	 	888153, 889162	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3742C
	 	30835	 	888223, 888169	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3743H
	 	30836	 	889195, 889199	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3744F
	 	30837	 	888270, 888279	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3745B
	 	32373	 	888325, 888326	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3746H
	 	30488	 	888349, 888350	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3747D
	 	32374	 	888354, 888355	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3748Y
	 	30489	 	888396, 888399	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3749D
	 	30490	 	888402, 888405	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3750D
	 	32375	 	888408, 888476	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3751B
	 	30491	 	889443, 889444	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3752
	 	30492	 	888452, 888467	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3753
	 	32626	 	888462, 889458	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3754A
	 	29629	 	888486, 888489	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3755D
	 	29627	 	888554, 888499	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3756
	 	30493	 	889495, 889498	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3757D
	 	30813	 	889570, 889510	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3758Y
	 	30814	 	889511, 889460	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3759
	 	30815	 	888411, 888572	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3760C
	 	30816	 	888789, 888578	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3761R
	 	29628	 	888600, 888497	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3762Y
	 	30817	 	889506, 888607	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3763D
	 	29629	 	888672, 888673	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3764D
	 	30818	 	888787, 888684	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3765
	 	30819	 	888687, 888689	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3766
	 	30820	 	888788, 888731	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3767
	 	30821	 	888735, 888736	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3768
	 	29630	 	889775, 888786	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3769L
	 	30822	 	888790, 888793	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N37700
	 	29631	 	888825, 888826	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N3771K
	 	29632	 	888890, 888888	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88; P&W JT8D-219
 	 	 	 	 	 	 
	 
	N901DL
	 	49532	 	P718033D, P716783D	 	Operating Lease	 	Wells Fargo Bank Northwest, N.A.	 	The Bank of New York
	N902DL
	 	49533	 	P716789D, P716790D	 	Operating Lease	 	Wells Fargo Bank Northwest, N.A.	 	The Bank of New York
	N903DL
	 	49534	 	P718042D, P716797D	 	Operating Lease	 	Wells Fargo Bank Northwest, N.A.	 	The Bank of New York
	N904DL
	 	49535	 	P716800D, P718025D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N905DL
	 	49536	 	P718026D, P718027D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N906DL
	 	49537	 	P716782D, P718034D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N907DL
	 	49538	 	P718045D, P718049D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N908DL
	 	49539	 	P718048D, P718100D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N909DL
	 	49540	 	P718056D, P718159D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N910DL
	 	49541	 	P718080D, P718081D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N911DL1
	 	49542	 	P718086D, P718069D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N912DL
	 	49543	 	P718087D, P718088D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N913DL
	 	49544	 	P718120D, P718092D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N914DL
	 	49545	 	P718101D, P718103D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N915DL
	 	49546	 	P718104D, P718182D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York






 




			
	1	 	Subject to maintenance lien of Avborne Heavy
Maintenance, Inc. FAA release and Disclaimer filed on Friday, April 27, 2007,
and removal of lien to be confirmed on Monday, April 30, 2007.




2









 






	 	       	 	       	 	       	 	       	 	       	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N916DL
	 	49591	 	P718105D, P718124D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N917DL2
	 	49573	 	P718089D, P718125D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N918DL
	 	49583	 	P718126D, P718127D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N919DL
	 	49584	 	P718128D, P718129D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N920DL3
	 	49644	 	P718130D, P718131D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N921DL
	 	49645	 	P718145D, P718140D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N922DL
	 	49646	 	P718141D, P718151D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N923DL
	 	49705	 	P718153D, P718154D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N924DL
	 	49711	 	P718147D, P718148D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N925DL
	 	49712	 	P718149D, P718150D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N946DL
	 	49819	 	P725449DCN, P725450DCN	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N947DL
	 	49878	 	P725483D, P725484D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N949DL
	 	49880	 	P725507D, P725512D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N952DL
	 	49883	 	P718239D, P718264D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N953DL
	 	49884	 	P718263D, P718268D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N954DL
	 	49885	 	P725522D, P725527D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N955DL
	 	49886	 	P725529D, P725530D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N956DL
	 	49887	 	P725528D, P725534D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N957DL
	 	49976	 	P725535D, P725532D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N958DL
	 	49977	 	P725536D, P725537D	 	Operating Lease	 	Wells Fargo Bank Northwest, N.A.	 	The Bank of New York
	N959DL
	 	49978	 	P725545D, P725548D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N960DL
	 	49979	 	P725582D, P725553D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N961DL
	 	49980	 	P725558D, P725552D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N962DL
	 	49981	 	P725619DCN, P725583D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N963DL
	 	49982	 	P725638D, P725639D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N964DL
	 	49983	 	P725635D, P725627D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N965DL
	 	49984	 	P725599D, P725603D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N966DL
	 	53115	 	P725551D, P725720D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N967DL
	 	53116	 	P725718D, P725747D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N968DL
	 	53161	 	P725754D, P725779D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N969DL
	 	53172	 	P725736D, P725768D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N970DL
	 	53173	 	P725793D, P725775D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N971DL
	 	53214	 	P725772D, P725795D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N972DL
	 	53215	 	P725794D, P725790D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N973DL
	 	53241	 	P725835D, P725818D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N974DL
	 	53242	 	P725819D, P725820D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N975DL
	 	53243	 	P725812D, P725813D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N976DL
	 	53257	 	P725774D, P725837D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N977DL
	 	53258	 	P725840D, P725841D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N978DL
	 	53259	 	P725815D, P725844D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N979DL
	 	53266	 	P725865D, P725866D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N980DL
	 	53267	 	P725867D, P725869D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N981DL
	 	53268	 	P725861D, P725870D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York








 




			
	2	 	Subject to maintenance lien of Avborne Heavy
Maintenance, Inc. FAA release and Disclaimer filed on Friday, April 27, 2007,
and removal of lien to be confirmed on Monday, April 30, 2007.
	 
	3	 	Subject to maintenance lien of Avborne Heavy
Maintenance, Inc. FAA release and Disclaimer filed on Friday, April 27, 2007,
and removal of lien to be confirmed on Monday, April 30, 2007.



3









 






	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N982DL
	 	53273	 	P725877D, P725878D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N983DL
	 	53274	 	P725817D, P725898D	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N984DL
	 	53311	 	P726005D, P725937D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N987DL
	 	53338	 	P726002D, P726003D	 	Mortgage	 	Delta Air Lines. Inc.	 	Wells Fargo Bank Northwest N.A.
	N990DL
	 	53342	 	P725944D, P725945D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N993DL
	 	53345	 	P725896D, P725921D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N996DL
	 	53363	 	P725365D, P726056D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N999DN
	 	53371	 	P725995D, P725997D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N902DE
	 	53379	 	P726010D, P726048D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N905DE
	 	53410	 	P726835D, P726838D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N908DE
	 	53417	 	P726915D, P726926D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N911DE
	 	49967	 	P726925D, P726934D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N914DE
	 	49957	 	P726943D, P726944D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N917DE
	 	49958	 	P726916D, P726958D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N920DE
	 	53423	 	P726980D, P726984D	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-90-30; IAE V2528-D5	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N901DA
	 	53381	 	V20016, V20017	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N904DA
	 	53384	 	V20012, V20013	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N907DA
	 	53387	 	V20023, V20024	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N910DN
	 	53390	 	V20031, V20032	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N913DN
	 	53393	 	V20072, V20073	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232; P&W PW2037
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N602DL
	 	22809	 	P716328B, P716307B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N603DL
	 	22810	 	P716309B, P716311B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N604DL
	 	22811	 	P716303B, P716384B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N605DL
	 	22812	 	P716317B, P716318B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N607DL
	 	22814	 	P716511B, P716517B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N609DL
	 	22816	 	P716361B, P716304B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest






4









 






	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N610DL
	 	22817	 	P716363B, P716365B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N611DL
	 	22818	 	P716504B, P716515B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N612DL
	 	22819	 	P716333B, P716387B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest
	N616DL
	 	22823	 	P716391B, P716397B	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N617DL
	 	22907	 	P716398B, P716404B	 	Operating Lease	 	Wilmington Trust Company	 	Erste Bank der Oesterreichischen Sparkassen AG, London Branch
	N618DL
	 	22908	 	P716400B, P716401B	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N619DL
	 	22909	 	P716408B, P716413B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N620DL
	 	22910	 	P716435B, P716429B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N621DL
	 	22911	 	P716432B, P716434B	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N622DL
	 	22912	 	P716433B, P716426B	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N623DL
	 	22913	 	P716448B, P716442B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N624DL
	 	22914	 	P716440B, P716443B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N625DL
	 	22915	 	P716456B, P716439B	 	Operating Lease	 	Wells Fargo Bank Northwest	 	The Bank of New York
	N626DL
	 	22916	 	P716447B, P716454B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N627DL
	 	22917	 	P716458B, P716438B	 	Operating Lease	 	Wells Fargo Bank Northwest	 	The Bank of New York
	N628DL
	 	22918	 	P716464B, P716465B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N629DL
	 	22919	 	P716462B, P716467B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N630DL
	 	22920	 	P716483B, P716383B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N631DL
	 	23612	 	P716471B, P716463B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N632DL
	 	23613	 	P716475B, P716480B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N633DL
	 	23614	 	P716474B, P716479B	 	Operating Lease	 	Wells Fargo Bank Northwest	 	The Bank of New York
	N634DL
	 	23615	 	P716481B, P716482B	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N635DL
	 	23762	 	P716478B, P716484B	 	Operating Lease	 	Wilmington Trust Company	 	Wells Fargo Bank Northwest N.A.
	N636DL
	 	23763	 	P716487B, P716485B	 	Operating Lease	 	Wilmington Trust Company	 	Wells Fargo Bank Northwest N.A.
	N637DL
	 	23760	 	P716490B, P716488B	 	Operating Lease	 	Wilmington Trust Company	 	Wells Fargo Bank Northwest N.A
	N638DL
	 	23761	 	P716489B, P716491B	 	Operating Lease	 	Wilmington Trust Company	 	Wells Fargo Bank Northwest N.A
	N641DL
	 	23995	 	P716508B, P716509B	 	Capital Lease	 	Wilmington Trust Company	 	Bank Hapoalim B.M., New York Branch
	N645DL
	 	24216	 	P716519B, P716520B	 	Capital Lease	 	Wilmington Trust Company	 	Bank Hapoalim B.M., New York Branch
	N650DL
	 	24390	 	P716525B, P716532B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N653DL
	 	24393	 	P716539B, P716540B	 	Capital Lease	 	Wilmington Trust Company	 	Bank Hapoalim B.M., New York Branch
	N654DL
	 	24394	 	P716541B, P716542B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N657DL
	 	24419	 	P716547B, P716548B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N658DL
	 	24420	 	P716549B, P716550B	 	Operating Lease	 	V16D-MD757, LLC	 	The Bank of New York
	N659DL
	 	24421	 	P716551B, P716552B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N660DL
	 	24422	 	P716553B, P716554B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N661DN
	 	24972	 	P716557B, P716558B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N662DN
	 	24991	 	P716559B, P716560B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N663DN
	 	24992	 	P716561B, P716562B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N664DN
	 	25012	 	P716563B, P716564B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N665DN
	 	25013	 	P716565B, P716566B	 	Operating Lease	 	Wilmington Trust Company	 	N.A.
	N666DN
	 	25034	 	P726539B, P716568B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York






5









 






	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N667DN
	 	25035	 	P716569B, P716570B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N668DN
	 	25141	 	P716571B, P716572B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N669DN
	 	25142	 	P716573B, P716574B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N670DN
	 	25331	 	P716575B, P716576B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N673DL
	 	25978	 	P716584B, P716585B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N675DL
	 	25980	 	P716588B, P716589B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N677DL
	 	25982	 	P716592B, P716593B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N680DA
	 	26956	 	P716599B, P726702B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N681DA
	 	26957	 	P726709B, P726698BCN	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N682DA
	 	26958	 	P726689BCN, P726710B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N683DA
	 	27103	 	P726715B, P726714B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N684DA
	 	27104	 	P727102CN, P726700CN	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N685DA
	 	27588	 	P727150B, P727151B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N686DA
	 	27589	 	P727156B, P727157B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N687DL
	 	27586	 	P727261B, P727262B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N688DL
	 	27587	 	P727265B, P727266B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N689DL
	 	27172	 	P727271B, P727272B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N690DL
	 	27585	 	P727274B, P727275B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N692DL
	 	29724	 	P727276B, P727277B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N693DL
	 	29725	 	P727284B, P727285B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N694DL
	 	29726	 	P727289B, P727290B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N695DL
	 	29727	 	P727297B, P727298B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N696DL
	 	29728	 	P728704B, P727288B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N697DL
	 	30318	 	P728721B, P728722B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N698DL
	 	29911	 	P728727B, P728728B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N699DL
	 	29970	 	P728731B, P728732B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6700
	 	30337	 	P728733B, P728734B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6701
	 	30187	 	P728737B, P728738B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6702
	 	30188	 	P728742B, P728744B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6703D
	 	30234	 	P728751B, P728752B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6704Z
	 	30396	 	P728753B, P728754B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6705Y
	 	30397	 	P728759B, P728760B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6706Q
	 	30422	 	P728761B, P728762B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6707A
	 	30395	 	P728763B, P728764B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6708D
	 	30480	 	P728766B, P728767B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6709
	 	30481	 	P728768B, P728769B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6710E
	 	30482	 	P728770B, P728771B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6711M
	 	30483	 	P728772B, P728773B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6712B
	 	30484	 	P728774B, P728775B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6713Y
	 	30777	 	P728776B, P728777B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6714Q
	 	30485	 	P728778B, P728780B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6715C
	 	30486	 	P728781B, P728783B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6716C
	 	30838	 	P728786B, P728787B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N6717
	 	30839	 	P728790B, P728791B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332; GE CF6-80A2	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N102DA
	 	22214	 	 	 	 	 	 	 	 
	N120DL
	 	23279	 	580322, 580321	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N121DE
	 	23435	 	580327, 580292	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York






6









 






	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N122DL
	 	23436	 	580325, 580329	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N123DN
	 	23437	 	580349, 580346	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N124DE
	 	23438	 	580350, 580351	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N125DL
	 	24075	 	580356, 580358	 	Operating Lease/ETC	 	Wilmington Trust Company	 	The Bank of New York
	N126DL
	 	24076	 	580366, 580363	 	Operating Lease/ETC	 	Wilmington Trust Company	 	The Bank of New York
	N127DL
	 	24077	 	580364, 580365	 	Operating Lease/ETC	 	Wilmington Trust Company	 	The Bank of New York
	N128DL
	 	24078	 	580370, 580367	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N129DL
	 	24079	 	580373, 580372	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N130DL
	 	24080	 	580362, 580371	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N131DN
	 	24852	 	580387, 580388	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N132DN
	 	24981	 	580393, 580390	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N133DN
	 	24982	 	580395, 580394	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N134DL
	 	25123	 	580398, 580396	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N135DL
	 	25145	 	580399, 580397	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N136DL
	 	25146	 	580401, 580402	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N137DL
	 	25306	 	580403, 580400	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N138DL
	 	25409	 	580405, 580406	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332ER; P&W PW4060	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N140LL
	 	25988	 	P724687B, P724688B	 	Operating Lease/PTC	 	Wilmington Trust Company	 	The Bank of New York
	N1402A
	 	25989	 	P724691B, P724692B	 	Operating Lease/PTC	 	Wilmington Trust Company	 	The Bank of New York
	N143DA
	 	25991	 	P727830B, P727831B	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N144DA
	 	27584	 	P727893B, P727894B	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N172DN
	 	24775	 	P724138B, P724139B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N174DN
	 	24802	 	P724150B, P724151B	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N176DN
	 	25061	 	P724163B, P724164B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N177DN
	 	25122	 	P724165B, P724166B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N178DN
	 	25143	 	P724168B, P724169B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N179DN
	 	25144	 	P724314B, P724171B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N180DN
	 	25985	 	P724415CN, P724416CN	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N181DN
	 	25986	 	P724638B, P724639B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N182DN
	 	25987	 	P724655B, P724656B	 	Operating Lease	 	Wilmington Trust Company	 	The Bank of New York
	N184DN
	 	27111	 	P724685B, P724686P	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N185DN
	 	27961	 	P724715B, P724716B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N186DN
	 	27962	 	P724719B, P727524CN	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N187DN
	 	27582	 	P724740B, P724741B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N188DN
	 	27583	 	P724750B, P724751B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N189DN
	 	25990	 	P727620B, P727621B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N190DN
	 	28447	 	P727649B, P727650B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N191DN
	 	28448	 	P727654B, P727655B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N192DN
	 	28449	 	P727678B, P727679B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N193DN
	 	28450	 	P727707B, P727708B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N194DN
	 	28451	 	P727717B, P727718B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N195DN
	 	28452	 	P727723B, P727724B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N196DN
	 	28453	 	P727725B, P727726B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N197DN
	 	28454	 	P727738B, P727739B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N198DN
	 	28455	 	P727744B, P727745B	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N199DN
	 	28456	 	P727753B, P727754B	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1200K
	 	28457	 	P727774B, P727775B	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1201P
	 	28458	 	P727776B, P727777B	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust






7









 






	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	Boeing 767-3P6ER; GE CF6-80C2B4	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N1501P
	 	24983	 	695443, 695446	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	N154DL
	 	25241	 	695373, 695339	 	Mortgage	 	Delta Air Lines, Inc.	 	Wells Fargo Bank Northwest N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332ER; GE CF6-80C2B6F	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N394DL
	 	27394	 	704233, 704234	 	Operating Lease	 	Wilmington Trust Company	 	N/A
	N169DZ
	 	29689	 	704702, 704703	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1602
	 	29694	 	704805, 704806	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1603
	 	29695	 	704808, 704809	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1604R
	 	30180	 	704865, 704866	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1605
	 	30198	 	704883, 704884	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N16065
	 	30199	 	704887, 704888	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1607B
	 	30388	 	704999, 706101	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1608
	 	30573	 	706106, 706110	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1609
	 	30574	 	706111, 706112	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1610D
	 	30594	 	706113, 706114	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1611B
	 	30595	 	706140, 706137	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1612T
	 	30575	 	706318, 706319	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N1613B
	 	32776	 	706354, 706355	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N171DZ
	 	29690	 	704738, 704739	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N172DZ
	 	29691	 	704750, 704747	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N173DZ
	 	29692	 	704736, 704746	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N174DZ
	 	29693	 	704749, 704751	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N175DZ
	 	29696	 	704823, 704824	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N176DZ
	 	29697	 	704848, 704849	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N177DZ
	 	29698	 	704871, 704872	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N178DZ
	 	30596	 	706131, 706136	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 767-432ER; GE CF6-80C2B8FG01	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N825MH
	 	29703	 	704897, 706174	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N826MH
	 	29713	 	704896, 704929	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N827MH
	 	29705	 	704952, 704953	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N828MH
	 	29699	 	706120, 706121	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N829MH
	 	29700	 	706150, 706151	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N830MH
	 	29701	 	706162, 706163	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N831MH
	 	29702	 	706164, 706165	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N832MH
	 	29704	 	706181, 706182	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N833MH
	 	29706	 	706192, 706193	 	EETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N834MH
	 	29707	 	706203, 706204	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N835MH
	 	29708	 	706205, 706206	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N836MH
	 	29709	 	706224, 706225	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N837MH
	 	29710	 	706232, 706233	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N838MH
	 	29711	 	706238, 706239	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N839MH
	 	29712	 	706253, 706254	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N840MH
	 	29718	 	706287, 706288	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N841MH
	 	29714	 	706385, 706386	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N842MH
	 	29715	 	706381, 706382	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N843MH
	 	29716	 	706412, 706413	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N844MH
	 	29717	 	706431, 706433	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N845MH
	 	29719	 	706446, 706447	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust






8









 






	 	 	 	 	 	    	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	Boeing 777-232; RR RB211-Trent 892-17	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N860DA
	 	29951	 	51145, 51146	 	EEETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N861DA
	 	29952	 	51149, 51150	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N862DA
	 	29734	 	51175, 51177	 	EEETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N863DA4
	 	29735	 	51188, 51191	 	EEETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N864DA
	 	29736	 	51193, 51194	 	EEETC Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N865DA
	 	29737	 	51200, 51201	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N866DA
	 	29738	 	51204, 51205	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	N867DA
	 	29743	 	51360, 51361	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	 
	 	 	 	 	 	 	 	 	 	 
	Bombardier CL-600-2B19 (CRJ 200) ; GE CF 34-3B1	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N928EV
	 	8006	 	950283, 950274	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N929EV
	 	8007	 	950285, 950284	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N930EV
	 	8014	 	950303, 950306	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N931EV
	 	8015	 	950331, 950332	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N932EV
	 	8016	 	950311, 950310	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N933EV
	 	8022	 	950325, 950329	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N934EV
	 	8028	 	950363, 950362	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N935EV
	 	8037	 	950387, 950409	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N936EV
	 	8038	 	950389, 950390	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N937EV
	 	8042	 	950406, 950404	 	Mortgage	 	Delta Air Lines, Inc.	 	Wilmington Trust Company
	N970EV (formerly
N663BR)
	 	7527	 	873055, 873053	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N980EV (formerly
N692BR)
	 	7759	 	873667, 873670	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N974EV (formerly
N672BR)
	 	7594	 	873225, 873228	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N975EV (formerly
N673BR)5
	 	7599	 	873245, 873242	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N976EV (formerly
N674BR)
	 	7601	 	873251, 873254	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N977EV (formerly
N687BR)
	 	7720	 	873587, 873588	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N981EV
	 	7768	 	873693, 873695	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N978EV (formerly
N688BR)
	 	7723	 	873597, 873594	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N971EV (formerly
N664BR)
	 	7528	 	873050, 873051	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A








 




			
	4	 	Subject to purported maintenance lien of Triad
International Maintenance Corporation. FAA release and Disclaimer filed on
Thursday, April 26, 2007 and removal of lien to be confirmed on Monday, April
30, 2007.
	 
	5	 	Subject to tax lien of Tarrant County. FAA release and
Disclaimer to be filed and removal of lien to be confirmed on Monday, April 30,
2007.



9









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg.#	 	MS#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	N972EV (formerly
N665BR)
	 	7534	 	873065, 873070	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N973EV (formerly
N708BR)
	 	7575	 	873183, 873184	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	N979EV (formerly
N689BR)
	 	7737	 	873821, 873622	 	Operating Lease	 	Wachovia Bank, N.A.	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	Bombardier CL-600-2B19 (CRJ 700) ; CF34-3B1	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N680BR
	 	7679	 	873482, 873483	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N684BR
	 	7708	 	873552, 873553	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N681BR
	 	7680	 	873480, 873481	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N682BR
	 	7691	 	873533, 873534	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N683BR
	 	7692	 	873519, 873520	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N685BR
	 	7712	 	873590, 873591	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N686BR
	 	7715	 	873572, 873573	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N629BR
	 	7251	 	872356, 872357	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N675BR
	 	7635	 	873328, 873356	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia
	N659BR
	 	7509	 	872999, 873000	 	Operating Lease	 	Delta Air Lines, Inc.	 	Wachovia





The aircraft, engines, and propellers listed below are owned by Delta Air Lines, Inc. or leased to Delta Air Lines, Inc. and leased or subleased to Atlantic Southeast Airlines, Inc. and may be subject to other liens and
encumbrances securing indebtedness and obligations relating thereto.



Embraer EMB-120ER & EMB-120RT




	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engines	 	Propellers
	N232AS
	 	120036	 	115503, 115514	 	901109, 871053
	N500AS
	 	120272	 	 	 	911132, 920128
	 
	 	 	 	 	 	911209, 890509
	 
	 	 	 	 	 	860319, 910527
	 
	 	 	 	 	 	911130, 910247
	 
	 	 	 	 	 	930523, 880912
	 
	 	 	 	 	 	890903, 920415
	 
	 	 	 	 	 	900409, 910314
	 
	 	 	 	 	 	860217, 901219
	 
	 	 	 	 	 	841019, 920131
	 
	 	 	 	 	 	871115, 900736
	 
	 	 	 	 	 	910347, 900209
	 
	 	 	 	 	 	881025, 920127
	 
	 	 	 	 	 	911121, 870309
	 
	 	 	 	 	 	910529, 880308





P&W PW147




	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engines	 	Propellers
	PW147
	 	115301	 	 	 	 
	PW147
	 	115511	 	 	 	 
	PW147
	 	115358	 	 	 	 
	PW147
	 	127005	 	 	 	 
	PW147
	 	127150	 	 	 	 
	PW147
	 	127044	 	 	 	 






10









 




Hamilton Standard 14RF-9



	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engines	 	Propellers
	Hamilton 14RF-9
	 	860910	 	 	 	 
	Hamilton 14RF-9
	 	880414	 	 	 	 
	Hamilton 14RF-9
	 	880712	 	 	 	 
	Hamilton 14RF-9
	 	890626	 	 	 	 
	Hamilton 14RF-9
	 	860624	 	 	 	 
	Hamilton 14RF-9
	 	940615	 	 	 	 
	Hamilton 14RF-9
	 	901019	 	 	 	 
	Hamilton 14RF-9
	 	880101	 	 	 	 
	Hamilton 14RF-9
	 	851003	 	 	 	 
	Hamilton 14RF-9
	 	890104	 	 	 	 
	Hamilton 14RF-9
	 	901112	 	 	 	 
	Hamilton 14RF-9
	 	870834	 	 	 	 
	Hamilton 14RF-9
	 	880533	 	 	 	 
	Hamilton 14RF-9
	 	901201	 	 	 	 
	Hamilton 14RF-9
	 	880912	 	 	 	 
	Hamilton 14RF-9
	 	870834	 	 	 	 
	Hamilton 14RF-9
	 	870515	 	 	 	 
	Hamilton 14RF-9
	 	870218	 	 	 	 
	Hamilton 14RF-9
	 	841020	 	 	 	 
	Hamilton 14RF-9
	 	850401	 	 	 	 




ATR72-212; P&W PW127



	 	 	 	 	 
	Reg.#	 	MS#	 	Engines
	N640AS
	 	405	 	 
	N641AS
	 	387	 	127095, 127057
	N642AS
	 	395	 	127098, 127147
	N643AS
	 	413	 	127157, 127082




Hamilton Standard 247F-1



	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engines	 	Propellers
	Hamilton 247F-1
	 	930310	 	 	 	 
	Hamilton 247F-1
	 	930311	 	 	 	 
	Hamilton 247F-1
	 	930312	 	 	 	 
	Hamilton 247F-1
	 	930313	 	 	 	 
	Hamilton 247F-1
	 	930414	 	 	 	 
	Hamilton 247F-1
	 	930510	 	 	 	 
	Hamilton 247F-1
	 	930511	 	 	 	 
	Hamilton 247F-1
	 	930512	 	 	 	 
	Hamilton 247F-1
	 	930513	 	 	 	 
	Hamilton 247F-1
	 	930514	 	 	 	 
	Hamilton 247F-1
	 	930413	 	 	 	 
	Hamilton 247F-1
	 	930515	 	 	 	 
	Hamilton 247F-1
	 	930612	 	 	 	 
	Hamilton 247F-1
	 	930713	 	 	 	 
	Hamilton 247F-1
	 	930714	 	 	 	 
	Hamilton 247F-1
	 	930715	 	 	 	 
	Hamilton 247F-1
	 	930910	 	 	 	 
	Hamilton 247F-1
	 	941114	 	 	 	 
	Hamilton 247F-1
	 	950317	 	 	 	 








11








 






	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engines	 	Propellers
	Hamilton 247F-1
	 	951210	 	 	 	 
	Hamilton 247F-1
	 	930713	 	 	 	 
	Hartzell 247F-1
	 	941114	 	 	 	 
	Hamilton 247F-1
	 	940416	 	 	 	 
	Hamilton 247F-1
	 	930510	 	 	 	 
	Hamilton 247F-1
	 	930714	 	 	 	 
	Hamilton 247F-1
	 	930312	 	 	 	 
	Hamilton 247F-1
	 	940514	 	 	 	 
	Hamilton 247F-1
	 	940113	 	 	 	 
	Hamilton 247F-1
	 	930414	 	 	 	 
	Hamilton 247F-1
	 	951210	 	 	 	 
	Hamilton 247F-1
	 	950612	 	 	 	 
	Hamilton 247F-1
	 	930413	 	 	 	 
	Hamilton 247F-1
	 	930511	 	 	 	 
	Hamilton 247F-1
	 	930513	 	 	 	 
	Hamilton 247F-1
	 	940417	 	 	 	 
	Hamilton 247F-1
	 	930515	 	 	 	 
	Hamilton 247F-1
	 	930612	 	 	 	 
	Hamilton 247F-1
	 	930715	 	 	 	 
	Hamilton 247F-1
	 	950317	 	 	 	 
	Hamilton 247F-1
	 	950613	 	 	 	 
	Hamilton 247F-1
	 	940217	 	 	 	 
	Hamilton 247F-1
	 	931010	 	 	 	 
	Hamilton 247F-1
	 	940314	 	 	 	 
	Hamilton 247F-1
	 	940910	 	 	 	 
	Hamilton 247F-1
	 	930310	 	 	 	 
	Hamilton 247F-1
	 	930311	 	 	 	 
	Hamilton 247F-1
	 	930512	 	 	 	 
	Hamilton 247F-1
	 	930313	 	 	 	 







DIP Aircraft and Engines6




	 	   	 	   	 	   	 	   	 
	 	 	FAA Registration	 	Manufacturer’s	 	 	 	Engines Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	Boeing 737-232
	 	N324DL	 	23096	 	Pratt & Whitney JT8D-15A	 	P709173B, P709175B
	Boeing 737-232
	 	N325DL	 	23097	 	Pratt & Whitney JT8D-15A	 	P708176B, P709177B
	Boeing 737-247
	 	N236WA	 	23184	 	Pratt & Whitney JT8D-15A	 	P709212B, P709213B
	Boeing 737-247
	 	N237WA	 	23185	 	Pratt & Whitney JT8D-15A	 	P709216B, P709217B
	Boeing 737-247
	 	N238WA	 	23186	 	Pratt & Whitney JT8D-15A	 	P709218B, P709219B
	Boeing 737-247
	 	N239WA	 	23187	 	Pratt & Whitney JT8D-15A	 	P709226B, P709227B
	McDonnell Douglas MD-88
	 	N926DL	 	49713	 	Pratt & Whitney JT8D-219	 	P718170D, P718171D
	McDonnell Douglas MD-88
	 	N927DA	 	49714	 	Pratt & Whitney JT8D-219	 	P718172D
	McDonnell Douglas MD-88
	 	N928DL	 	49715	 	Pratt & Whitney JT8D-219	 	P718175D, P718176D
	McDonnell Douglas MD-88
	 	N929DL	 	49716	 	Pratt & Whitney JT8D-219	 	P718177D, P718178D
	McDonnell Douglas MD-88
	 	N930DL	 	49717	 	 	 	 
	McDonnell Douglas MD-88
	 	N931DL	 	49718	 	Pratt & Whitney JT8D-219	 	P718202D, P718203D








 




			
	6	 	To be removed substantially contemporaneously with
closing.



12









 






	 	 	 	 	 	 	 	 	 
	 	 	FAA Registration	 	Manufacturer’s	 	 	 	Engines Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	McDonnell
Douglas MD-88
	 	N932DL	 	49719	 	Pratt & Whitney JT8D-219	 	P718224D, P718225D
	McDonnell Douglas MD-88
	 	N933DL	 	49720	 	Pratt & Whitney JT8D-219	 	P718212D, P718208D
	McDonnell Douglas MD-88
	 	N934DL	 	49721	 	Pratt & Whitney JT8D-219	 	P718216D, P718217D
	McDonnell Douglas MD-88
	 	N935DL	 	49722	 	Pratt & Whitney JT8D-219	 	P718218D, P718223D
	McDonnell Douglas MD-88
	 	N936DL	 	49723	 	Pratt & Whitney JT8D-219	 	P718226D, P718228D
	McDonnell Douglas MD-88
	 	N937DL	 	49810	 	Pratt & Whitney JT8D-219	 	P718247D, P718248D
	McDonnell Douglas MD-88
	 	N938DL	 	49811	 	Pratt & Whitney JT8D-219	 	P725356D, P718282D
	McDonnell Douglas MD-88
	 	N939DL	 	49812	 	Pratt & Whitney JT8D-219	 	P725358D, P725368D
	McDonnell Douglas MD-88
	 	N940DL	 	49813	 	Pratt & Whitney JT8D-219	 	P725393D,
	 
	 	 	 	 	 	Pratt & Whitney JT8D-219 (shown as Pratt & Whitney JT8D-217 on FAA record)	 	
P726021D
	McDonnell Douglas MD-88
	 	N941DL	 	49814	 	Pratt & Whitney JT8D-219	 	P725395D, P725416D
	McDonnell Douglas MD-88
	 	N942DL	 	49815	 	Pratt & Whitney JT8D-219	 	P725354D, P725396D
	McDonnell Douglas MD-88
	 	N943DL	 	49816	 	Pratt & Whitney JT8D-219	 	P725403D, P725419D
	McDonnell Douglas MD-88
	 	N944DL	 	49817	 	 	 	 
	McDonnell Douglas MD-88
	 	N945DL	 	49818	 	Pratt & Whitney JT8D-219	 	P725373DCN, P725390DCN
	McDonnell Douglas MD-88
	 	N948DL	 	49879	 	Pratt & Whitney JT8D-219	 	P725488D, P725489D
	McDonnell Douglas MD-88
	 	N950DL	 	49881	 	Pratt & Whitney JT8D-219	 	P718179D, P718214D
	McDonnell Douglas MD-88
	 	N951DL	 	49882	 	Pratt & Whitney JT8D-219	 	P725513D, P725514D
	McDonnell Douglas MD-88
	 	N985DL	 	53312	 	Pratt & Whitney JT8D-219	 	P725977D, P725978D
	McDonnell Douglas MD-88
	 	N986DL	 	53313	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726011D, P725989D
	McDonnell Douglas MD-88
	 	N988DL	 	53339	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726015D, P726007D
	McDonnell Douglas MD-88
	 	N989DL	 	53341	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726047D, P726088D
	McDonnell Douglas MD-88
	 	N991DL	 	53343	 	Pratt & Whitney JT8D-219	 	P725939D, P725959D
	McDonnell Douglas MD-88
	 	N992DL	 	53344	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726038D, P726031D
	McDonnell Douglas MD-88
	 	N994DL	 	53346	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726051D, P726053D
	McDonnell Douglas MD-88
	 	N995DL	 	53362	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726086D, P726081D
	McDonnell Douglas MD-88
	 	N997DL	 	53364	 	Pratt & Whitney JT8D-219	 	P726067D, P726069D
	McDonnell Douglas MD-88
	 	N998DL	 	53370	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726074D, P726077D
	McDonnell Douglas MD-88
	 	N900DE	 	53372	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726082D, P726087D
	McDonnell Douglas MD-88
	 	N901DE	 	53378	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P726052D, P726822D
	McDonnell Douglas MD-88
	 	N903DE	 	53380	 	Pratt & Whitney JT8D-219	 	P726826D, P726827D






13









 





	 	 	 	 	 	 	 	 	 
	 	 	FAA Registration	 	Manufacturer’s	 	 	 	Engines Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	McDonnell Douglas MD-88
	 	N904DE	 	53409	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA record)	 	P725998D, P726872D
	McDonnell Douglas MD-88
	 	N906DE	 	53415	 	Pratt & Whitney JT8D-219	 	P726009D, P726905D
	McDonnell Douglas MD-88
	 	N907DE	 	53416	 	Pratt & Whitney JT8D-219	 	P726907D, P726908D
	McDonnell Douglas MD-88
	 	N909DE	 	53418	 	Pratt & Whitney JT8D-219	 	P726923D, P726924D
	McDonnell Douglas MD-88
	 	N910DE	 	53419	 	Pratt & Whitney JT8D-219	 	P725380D, P726918D
	McDonnell Douglas MD-88
	 	N912DE	 	49997	 	Pratt & Whitney JT8D-219	 	P726931D, P726933D
	McDonnell Douglas MD-88
	 	N913DE	 	49956	 	Pratt & Whitney JT8D-219	 	P726865D, P726932D
	McDonnell Douglas MD-88
	 	N915DE	 	53420	 	Pratt & Whitney JT8D-219	 	P726929D, P726952D
	McDonnell Douglas MD-88
	 	N916DE	 	53421	 	Pratt & Whitney JT8D-219	 	P726950D, P726951D
	McDonnell Douglas MD-88
	 	N918DE	 	49959	 	Pratt & Whitney JT8D-219	 	P726967D, P726968D
	McDonnell Douglas MD-88
	 	N919DE	 	53422	 	Pratt & Whitney JT8D-219	 	P726976D, P726979D
	McDonnell Douglas MD-90-30
	 	N902DA	 	53382	 	International Aero Engines V2528-D5	 	V20007, V20008
	McDonnell Douglas MD-90-30
	 	N903DA	 	53383	 	International Aero Engines V2528-D5	 	V20009, V20010
	McDonnell Douglas MD-90-30
	 	N905DA	 	53385	 	International Aero Engines V2528-D5	 	V20014, V20015
	McDonnell Douglas MD-90-30
	 	N906DA	 	53386	 	International Aero Engines V2528-D5	 	V20019, V20021
	McDonnell Douglas MD-90-30
	 	N908DA	 	53388	 	International Aero Engines V2528-D5	 	V20025, V20026
	McDonnell Douglas MD-90-30
	 	N909DA	 	53389	 	International Aero Engines V2528-D5	 	V20030, V20027
	McDonnell Douglas MD-90-30
	 	N911DA	 	53391	 	International Aero Engines V2528-D5	 	V20035, V20036
	McDonnell Douglas MD-90-30
	 	N912DN	 	53392	 	International Aero Engines V2528-D5	 	V20045, V20046
	McDonnell Douglas MD-90-30
	 	N914DN	 	53394	 	International Aero Engines V2528-D5	 	V20075, V20070
	McDonnell Douglas MD-90-30
	 	N915DN	 	53395	 	International Aero Engines V2528-D5	 	V20079, V20074
	McDonnell Douglas MD-90-30
	 	N916DN	 	53396	 	International Aero Engines V2528-D5	 	V20084, V20080
	Boeing 757-232
	 	N601DL	 	22808	 	Pratt & Whitney PW2037	 	P716336B
	Boeing 757-232
	 	N606DL	 	22813	 	Pratt & Whitney PW2037	 	P716325B
	Boeing 757-232
	 	N608DA	 	22815	 	Pratt & Whitney PW2037	 	P716348B
	Boeing 757-232
	 	N613DL	 	22820	 	Pratt & Whitney PW2037	 	P716308B, P716385B
	Boeing 757-232
	 	N614DL	 	22821	 	 	 	 
	Boeing 757-232
	 	N615DL	 	22822	 	Pratt & Whitney PW2037	 	P716366B, P716392B
	Boeing 757-232
	 	N639DL	 	23993	 	Pratt & Whitney PW2037	 	P716305B, P716505B
	Boeing 757-232
	 	N640DL	 	23994	 	Pratt & Whitney PW2037	 	P716506B, P716507B
	Boeing 757-232
	 	N642DL	 	23996	 	Pratt & Whitney PW2037	 	P716512B, P716513B
	Boeing 757-232
	 	N643DL	 	23997	 	Pratt & Whitney PW2037	 	P716510B, P716310B
	Boeing 757-232
	 	N644DL	 	23998	 	Pratt & Whitney PW2037	 	P716514B, P716326B
	Boeing 757-232
	 	N646DL	 	24217	 	Pratt & Whitney PW2037	 	P716518B, P716522B
	Boeing 757-232
	 	N647DL	 	24218	 	Pratt & Whitney PW2037	 	P716523B, P716528B




14









 






	 	 	 	 	 	 	 	 	 
	 	 	FAA Registration	 	Manufacturer’s	 	 	 	Engines Serial
	Aircraft Model	 	Number	 	Serial Number	 	Engine Model and Type	 	Number
	Boeing 757-232
	 	N648DL	 	24372	 	Pratt & Whitney PW2037	 	P716359B, P716524B
	Boeing 757-232
	 	N649DL	 	24389	 	Pratt & Whitney PW2037	 	P716526B, P716534B
	Boeing 757-232
	 	N651DL	 	24391	 	Pratt & Whitney PW2037	 	P716521B, P716536B
	Boeing 757-232
	 	N652DL	 	24392	 	Pratt & Whitney PW2037	 	P716537B, P716527B
	Boeing 757-232
	 	N655DL	 	24395	 	Pratt & Whitney PW2037	 	P716543B, P716544B
	Boeing 757-232
	 	N656DL	 	24396	 	Pratt & Whitney PW2037	 	P716545B, P716546B
	Boeing 757-232
	 	N671DN	 	25332	 	Pratt & Whitney PW2037	 	P716577B, P716578B
	Boeing 757-232
	 	N672DL	 	25977	 	Pratt & Whitney PW2037	 	P716581B, P716582B
	Boeing 757-232
	 	N674DL	 	25979	 	Pratt & Whitney PW2037	 	P716586B, P716587B
	Boeing 757-232
	 	N676DL	 	25981	 	Pratt & Whitney PW2037	 	P716590B, P716591B
	Boeing 757-232
	 	N678DL	 	25983	 	Pratt & Whitney PW2037	 	P716595B, P716596B
	Boeing 757-232
	 	N679DA	 	26955	 	Pratt & Whitney PW2037	 	P716598B, P726701B
	Boeing 757-26D
	 	N900PC	 	28446	 	Pratt & Whitney PW2037	 	P727211B, P727212B
	Boeing 757-212
	 	N751AT	 	23125	 	Pratt & Whitney PW2037	 	P716315, P716324
	Boeing 757-212
	 	N750AT	 	23126	 	Pratt & Whitney PW2037	 	P716341, P716327
	Boeing 757-212
	 	N757AT	 	23127	 	Pratt & Whitney PW2037	 	P716329, P716316
	Boeing 757-212
	 	N752AT	 	23128	 	Pratt & Whitney PW2037	 	P716339, P716320
	Boeing 767-332
	 	N139DL	 	25984	 	General Electric CF6-80A2	 	P580144
	Boeing 767-332ER
	 	N171DN	 	24759	 	 	 	 
	Boeing 767-332ER
	 	N173DN	 	24800	 	 	 	 
	Boeing 767-332ER
	 	N175DN	 	24803	 	Pratt & Whitney PW4060	 	P724146B, P724147B
	Boeing 767-332ER
	 	N183DN	 	27110	 	Pratt & Whitney PW4060	 	P724681B, P724682B
	Boeing 767-3P6ER
	 	N152DL	 	24984	 	General Electric CF6-80C2B4	 	695307, 695376
	Boeing 767-3P6ER
	 	N153DL	 	24985	 	General Electric CF6-80C2B4	 	695476, 695438
	Boeing 767-3P6ER
	 	N155DL	 	25269	 	General Electric CF6-80C2B4	 	695442, 695334
	Boeing 767-3P6ER
	 	N156DL	 	25354	 	General Electric CF6-80C2B4	 	695374, 695521






15









 




II. Comair, Inc.


Bombardier CL-600-2C10; GE CF 34-8C1



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	N317CA
	 	 10055	 	GE-E-965333;
GE-E-965326	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N331CA
	 	 10061	 	GE-E-965350;
GE-E-965349	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N340CA
	 	 10062	 	GE-E-965351;
GE-E-965352	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N354CA
	 	 10064	 	GE-E-965359;
GE-E-965360	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N355CA
	 	 10067	 	GE-E-965363;
GE-E-965358	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N367CA
	 	 10069	 	GE-E-963365;
GE-E-873366	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N368CA
	 	 10075	 	GE-E-965372
GE-E-965373	 	Debt	 	Comair, Inc.	 	Export Development
Canada
	N374CA
	 	 10090	 	GE-E-965403;
GE-E-965418	 	Debt	 	Comair, Inc.	 	Wilmington Trust
Company
	N376CA
	 	 10092	 	GE-E-965432;
GE-E-965417	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N378CA
	 	 10097	 	GE-E-965421;
GE-E-965424	 	Debt	 	Comair, Inc.	 	Wilmington Trust
Company
	N379CA
	 	 10102	 	GE-E-965420;
GE-E-965426	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N390CA
	 	 10106	 	GE-E-965439;
GE-E-965432	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N391CA
	 	 10108	 	GE-E-965437;
GE-E-965438	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N398CA
	 	 10112	 	GE-E-965451;
GE-E-965444	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N369CA
	 	 10079	 	GE-E-965380;
GE-E-965381	 	Debt	 	Comair, Inc	 	Wells Fargo Bank
Northwest
	N371CA
	 	 10082	 	GE-E-965386;
GE-E-965389	 	Debt	 	Comair, Inc	 	Wells Fargo Bank
Northwest
	N625CA
	 	 10113	 	GE-E-965453;
GE-E-965438	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N641CA
	 	 10122	 	GE-E-965478;
GE-E-965471	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N642CA
	 	 10125	 	GE-E-965477;
GE-E-965458	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N653CA
	 	 10129	 	GE-E-965486;
GE-E-965487	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N655CA
	 	 10134	 	GE-E-965496;
GE-E-965497	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N656CA
	 	 10143	 	GE-E965519;
GE-E965520	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N658CA
	 	 10148	 	GE-E-965528;
GE-E-965533	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N659CA
	 	 10153	 	GE-E965538;
GE-E965543	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N668CA
	 	 10162	 	GE-E965555;
GE-E965558	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N669CA
	 	 10176	 	GE-E965589;
GE-E965590	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest
	N690CA
	 	 10182	 	GE-E-965600;
GE-E-965623	 	Debt	 	Comair, Inc.	 	Wells Fargo Bank
Northwest




 







 





	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Bombardier CL-600-2B19; GE CF 34-3A1	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	N403CA

	 	 7428
	 	GE-E-807635;
GE-E-807636
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N408CA

	 	 7440
	 	GE-E-807637;
GE-E-807638
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N409CA

	 	 7441
	 	GE-E-807639;
GE-E-807640
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N416CA

	 	 7450
	 	GE-E-807644;
GE-E-807645
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N420CA

	 	 7451
	 	GE-E-807646; GE-E-
807647
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N427CA

	 	 7460
	 	GE-E-807649;
GE-E-807650
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N430CA

	 	 7461
	 	GE-E-807652;
GE-E-807653
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N435CA

	 	 7473
	 	GE-E-807656;
GE-E-807657
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N436CA

	 	 7482
	 	GE-E-807642;
GE-E-807655
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N442CA

	 	 7483
	 	GE-E-807658;
GE-E-807659
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N708CA

	 	 7235
	 	GE-E-807525;
GE-E-807536
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N709CA

	 	 7238
	 	GE-E-807527;
GE-E-807528
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N710CA

	 	 7241
	 	GE-E-807529;
GE-E-807530
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N712CA

	 	 7244
	 	GE-E-807531;
GE-E-807534
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N713CA

	 	 7245
	 	GE-E-807532;
GE-E-807533
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N716CA

	 	 7250
	 	GE-E-807538;
GE-E-807547
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N719CA

	 	 7253
	 	GE-E-807539;
GE-E-807541
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N721CA

	 	 7259
	 	GE-E-807542;
GE-E-807544
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N729CA

	 	 7265
	 	GE-E-807545;
GE-E-807548
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N735CA

	 	 7267
	 	GE-E-807483;
GE-E-807551
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N739CA

	 	 7273
	 	GE-E-807520;
GE-E-807535
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N592SW
(f/k/a/N759CA)

	 	 7279
	 	GE-E-807553;
GE-E-807651
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N594SW
(f/k/a/N767CA)

	 	 7285
	 	GE-E-807537;
GE-E-807540
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N595SW
(f/k/a/N769CA)

	 	 7292
	 	GE-E-807554;
GE-E-807558
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N597SW
(f/k/aN776CA)

	 	 7293
	 	GE-E-807559;
GE-E-807560
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N720SW
(f/k/a/N778CA)

	 	 7297
	 	GE-E-807563;
GE-E-807568
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N779CA

	 	 7306
	 	GE-E-807571;
GE-E-807572
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N781CA

	 	 7312
	 	GE-E-807462;
GE-E-807552
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N783CA

	 	 7315
	 	GE-E-807432;
GE-E-807429
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N784CA

	 	 7319
	 	GE-E-807556;
GE-E-807557
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N785CA

	 	 7326
	 	GE-E-807581;
GE-E-807582
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N786CA

	 	 7333
	 	GE-E-807583;
GE-E-807584
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	N796CA

	 	 7338
	 	GE-E-807585;
GE-E-807586
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N797CA

	 	 7344
	 	GE-E-807589;
GE-E-807588
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N798CA

	 	 7348
	 	GE-E-807593;
GE-E-807592
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N804CA

	 	 7352
	 	GE-E-807595;
GE-E-807596
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N805CA

	 	 7354
	 	GE-E-807594;
GE-E-807599
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N806CA

	 	 7359
	 	GE-E-807601;
GE-E-807602
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N807CA

	 	 7364
	 	GE-E-807603;
GE-E-807604
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N809CA

	 	 7366
	 	GE-E-807605;
GE-E-807606
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N810CA

	 	 7370
	 	GE-E-807607;
GE-E-807608
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N811CA

	 	 7380
	 	GE-E-807613;
GE-E-807614
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N812CA

	 	 7381
	 	GE-E-807615;
GE-E-807616
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N814CA

	 	 7387
	 	GE-E-807617;
GE-E-807618
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N815CA

	 	 7397
	 	GE-E-807622;
GE-E-807625
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N816CA

	 	 7398
	 	GE-E-807597;
GE-E-807624
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N818CA

	 	 7408
	 	GE-E-807626;
GE-E-807627
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N819CA

	 	 7415
	 	GE-E-807628;
GE-E-807629
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N821CA

	 	 7420
	 	GE-E-807621;
GE-E-807632
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N912CA

	 	 7011
	 	GE-E-807050;
GE-E-807061
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N914CA

	 	 7012
	 	GE-E-807037;
GE-E-807038
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N915CA

	 	 7013
	 	GE-E-807022;
GE-E-807023
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N916CA

	 	 7014
	 	GE-E-807031;
GE-E-807032
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N917CA

	 	 7017
	 	GE-E-807042;
GE-E-807043
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N918CA

	 	 7018
	 	GE-E-807046;
GE-E-807047
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N920CA

	 	 7022
	 	GE-E-807065;
GE-E-807084
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N924CA

	 	 7026
	 	GE-E-807076;
GE-E-807077
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N926CA

	 	 7027
	 	GE-E-807044;
GE-E-807062
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N927CA

	 	 7031
	 	GE-E-807095;
GE-E-807096
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N929CA

	 	 7035
	 	GE-E-807109;
GE-E-807111
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company






 









 






	 	  	 	  	 	  	 	  	 	  	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	N931CA

	 	 7037
	 	GE-E-807118;
GE-E-807123
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N932CA

	 	 7038
	 	GE-E-807087;
GE-E-807088
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N933CA

	 	 7040
	 	GE-E-807100;
GE-E-807162
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N934CA

	 	 7042
	 	GE-E-807142;
GE-E-807143
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N587SW
(f/k/a/N943CA)

	 	 7062
	 	GE-E-807227;
GE-E-807228
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N588SW
(f/k/a/N945CA)

	 	 7069
	 	GE-E-807253;
GE-E-807254
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N589SW
(f/k/a/N946CA)

	 	 7072
	 	GE-E-807260;
GE-E-807261
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N590SW
(f/k/a/N947CA)

	 	 7077
	 	GE-E-807310;
GE-E-807311
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N591SW
(f/k/a/N948CA)

	 	 7079
	 	GE-E-807285;
GE-E-807316
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N949CA

	 	 7080
	 	GE-E-807283;
GE-E-807288
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N951CA

	 	 7091
	 	GE-E-807324;
GE-E-807329
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N954CA

	 	 7100
	 	GE-E-807319;
GE-E-807354
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N956CA

	 	 7105
	 	GE-E-807360;
GE-E-807361
	 	Leveraged Lease
	 	Wells Fargo
	 	State Street Bank
and Trust Company
	N957CA

	 	 7109
	 	GE-E-807371;
GE-E-807372
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N958CA

	 	 7111
	 	GE-E-807377;
GE-E-807332
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N959CA

	 	 7116
	 	GE-E-807381;
GE-E-807384
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N960CA

	 	 7117
	 	GE-E-807383;
GE-E-807382
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N962CA

	 	 7123
	 	GE-E-807393;
GE-E-807394
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N963CA

	 	 7127
	 	GE-E-807402;
GE-E-807403
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N964CA

	 	 7129
	 	GE-E-807407;
GE-E-807408
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N965CA

	 	 7131
	 	GE-E-807414;
GE-E-807415
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N966CA

	 	 7132
	 	GE-E-807417;
GE-E-807248
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	N967CA

	 	 7134
	 	GE-E-807416;
GE-E-807419
	 	Leveraged Lease
	 	Wachovia Bank
	 	State Street Bank
and Trust Company
	N969CA

	 	 7141
	 	GE-E-807434;
GE-E-807435
	 	Debt
	 	Comair, Inc.
	 	Commerzbank AG
	N971CA

	 	 7145
	 	GE-E-807437;
GE-E-807448
	 	Debt
	 	Comair, Inc.
	 	Commerzbank AG
	N973CA

	 	 7146
	 	GE-E-807449;
GE-E-807450
	 	Debt
	 	Comair, Inc.
	 	Commerzbank AG
	N983CA

	 	 7169
	 	GE-E-807480;
GE-E-807481
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N984CA

	 	 7171
	 	GE-E-807482;
GE-E-807497
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N987CA

	 	 7199
	 	GE-E-807500;
GE-E-807502
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N988CA

	 	 7204
	 	GE-E-807504;
GE-E-807505
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N989CA

	 	 7215
	 	GE-E-807507;
GE-E-807524
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N991CA

	 	 7216
	 	GE-E-807495;
GE-E-807496
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N995CA

	 	 7229
	 	GE-E-807521;
GE-E-807522
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	N999CA

	 	 7230
	 	GE-E-807523;
GE-E-807526
	 	Leveraged Lease
	 	Wachovia Bank
	 	Wells Fargo Bank
Northwest
	 
	 	 	 	 	 	 	 	 	 	 
	Bombardier CL-600-2B19; GE CF 34-3B1	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N443CA

	 	 7539
	 	GE-E-873077
GE-E-873078
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N446CA

	 	 7546
	 	GE-E-873024;
GE-E-873092
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N447CA

	 	 7552
	 	GE-E-873109;
GE-E-887110
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N451CA

	 	 7562
	 	GE-E-873135;
GE-E-873136
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N455CA

	 	 7592
	 	GE-E-873299;
GE-E-873300
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N468CA

	 	 7649
	 	GE-E-873395;
GE-E-873392
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N471CA

	 	 7655
	 	GE-E-873415;
GE-E-873414
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N472CA

	 	 7667
	 	GE-E-873443;
GE-E-873456
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N477CA

	 	 7670
	 	GE-E-873459;
GE-E-873458
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N479CA

	 	 7675
	 	GE-E-873470;
GE-E-873464
	 	Debt
	 	Comair, Inc.
	 	Export Development
Canada
	N487CA

	 	 7729
	 	GE-E-873611;
GE-E-873582
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N494CA

	 	 7765
	 	GE-E-873681;
GE-E-873674
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N495CA

	 	 7774
	 	GE-E-873701;
GE-E-873704
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N496CA

	 	 7791
	 	GE-E-873743;
GE-E-873739
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N498CA

	 	 7792
	 	GE-E-873745
GE-E-873744
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	N506CA

	 	 7793
	 	GE-E-873747;
GE-E-873748
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N507CA

	 	 7796
	 	GE-E-873755;
GE-E-873756
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N510CA

	 	 7802
	 	GE-E-873769;
GE-E-873768
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N514CA

	 	 7809
	 	GE-E-873785;
GE-E-873786
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N518CA

	 	 7816
	 	GE-E-873801;
GE-E-873803
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N523CA

	 	 7821
	 	GE-E-873815;
GE-E-873813
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N526CA

	 	 7824
	 	GE-E-873814;
GE-E-873820
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest
	N528CA

	 	 7841
	 	GE-E-873853;
GE-E-873860
	 	Debt
	 	Comair, Inc.
	 	Wells Fargo Bank
Northwest






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee/
	 	 	 	 	 	 	 	 	 	 	Indenture
	Reg. #	 	MS #	 	Engines	 	Transaction Type	 	Owner/Lessor	 	Trustee
	Bombardier CL-600-2B19; GE CF 34-3B1	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N862AS

	 	 7476
	 	GE-E-872911,
GE-E-872993
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N869AS

	 	 7479
	 	GE-E-873017,
GE-E-872918
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N863AS

	 	 7487
	 	GE-E-872935,
GE-E-872940
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N866AS

	 	 7517
	 	GE-E-872917,
GE-E-872912
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N864AS

	 	 7502
	 	GE-E-872978,
GE-E-872979
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N865AS

	 	 7507
	 	GE-E-872994,
GE-E-873016
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N910EV

	 	 7727
	 	GE-E-873599,
GE-E-873602
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N912EV

	 	 7728
	 	GE-E-873608,
GE-E-873609
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N915EV

	 	 7754
	 	GE-E-873656,
GE-E-873659
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	N913EV

	 	 7731
	 	GE-E-873614,
GE-E-873664
	 	Operating Lease
	 	Atlantic Southeast
Airlines
	 	Wilmington Trust
Company
	 
	 	 	 	 	 	 	 	 	 	 
	DIP Aircraft7	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N868CA

	 	 7427
	 	GE-E-807634;
GE-E-807633
	 	 	 	Comair, Inc.	 	 
	N986CA

	 	 7174
	 	GE-E-807477;
GE-E-807488
	 	 	 	Comair, Inc.	 	 
	N936CA

	 	 7043
	 	GE-E-807149;
GE-E-807146
	 	 	 	Comair, Inc.	 	 
	N937CA

	 	 7044
	 	GE-E-807147;
GE-E-807151
	 	 	 	Comair, Inc.	 	 
	N938CA

	 	 7046
	 	GE-E-807161;
GE-E-807654
	 	 	 	Comair, Inc.	 	 
	N940CA

	 	 7048
	 	GE-E-807169;
GE-E-807170
	 	 	 	Comair, Inc.	 	 
	N941CA

	 	 7050
	 	GE-E-807177;
GE-E-807178
	 	 	 	Comair, Inc.	 	 








 




			
	7	 	To be removed substantially contemporaneously with closing.




 









 










III. Delta AirElite Business Jets, Inc.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Aircraft Type	 	MS##	 	Reg.#	 	Engines	 	Transaction Type	 	Owner / Lessor	 	Trustee
	Learjet Inc. 
	 	 	 	 	 	PCE-305279,	 	 	 	Delta AerElite	 	 
	Model 60
	 	079	 	N95AG	 	PCE-305280	 	Operating Lease	 	Business Jets, Inc.	 	N/A
	 
	 	 	 	 	 	 	 	 	 	Delta AerElite	 	 
	Lear 35A
	 	405	 	N135DA	 	P89131, P74987	 	Operating Lease	 	Business Jets, Inc.	 	N/A
	Lear 60
	 	028	 	N206HY	 	305173, 305175	 	Operating Lease	 	Merrill Lynch Capital	 	N/A
	 
	 	 	 	 	 	 	 	 	 	Delta AerElite	 	 
	Challenger CL604
	 	5398	 	N477DM	 	872443, 872444	 	Operating Lease	 	Business Jets, Inc.	 	N/A
	 
	 	 	 	 	 	 	 	 	 	Delta AerElite	 	 
	Challenger CL604
	 	5359	 	N497DM	 	872257, 872256	 	Operating Lease	 	Business Jets, Inc.	 	N/A
	 
	 	 	 	 	 	 	 	 	 	Delta AerElite	 	 
	Lear 31A
	 	163	 	N431DA	 	P99448, P99451	 	Operating Lease	 	Business Jets, Inc.	 	N/A






 









 






IV. Delta Connection Academy, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg #	 	MS #	 	Engines	 	Propeller	 	Owner / Lessor	 	Trustee
(“IT”)
	PA-28 Arrow
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N2927Q
	 	28R-7737043	 	L-18366-51A	 	778843	 	First America Corporation	 	N/A
	N38294
	 	28R-7737087	 	L-19511-51A	 	780172	 	First America Corporation	 	N/A
	N378RS
	 	28R-7837239	 	L-18975-51A	 	781931	 	First America Corporation	 	N/A
	N78WA
	 	28R-7837077	 	L-12490-51A	 	773480	 	First America Corporation	 	N/A
	N6347C
	 	28R-7837160	 	L-16638-51A	 	DY4571B	 	First America Corporation	 	N/A
	N186CF
	 	2844038	 	L-27244-51A	 	023106	 	Turk Aviation, LLC	 	N/A
	N47839
	 	28R-7837006	 	L-27100-51A	 	023110	 	BG Chipmunks, Inc.	 	N/A
	N809MS
	 	2837018	 	L-1922-51A	 	202897	 	VMC Aircraft, Inc.	 	N/A
	N811MS
	 	2837042	 	L-19287-51A	 	022434	 	D&J Smith Enterprises	 	N/A
	 
	Cessna 152/172
	 	 	 	 	 	 	 	 	 	 
	 
	N46555
	 	 	 	 	 	 	 	Tom Larrivee d/b/a T. and D. Ventures	 	 
	N4924B
	 	 	 	 	 	 	 	Tom Larrivee d/b/a T. and D. Ventures	 	 
	N6106Q
	 	 	 	 	 	 	 	Tom Larrivee d/b/a T. and D. Ventures	 	 
	N53655
	 	 	 	 	 	 	 	Tom Larrivee d/b/a T. and D. Ventures	 	 
	N54164
	 	 	 	 	 	 	 	Tom Larrivee d/b/a T. and D. Ventures	 	 
	N49005
	 	15281095	 	L-19485-15	 	QL004	 	BG Chipmunks, Inc.	 	N/A
	N212JA
	 	15283945	 	L-13254-15	 	R773351	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N24941
	 	15280461	 	l-20265-15	 	R777365	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N25846
	 	15280815	 	RL-12837-15	 	K6432	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N5368L
	 	15284303	 	L-15646-15	 	WF43010	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N541G
	 	12584193	 	L-21951-15	 	ROC016	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N67852
	 	15285312	 	L-24097-15	 	RBC012	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N93483
	 	15285499	 	L-17949-15	 	K7002	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N52365
	 	17274504	 	L-10513-39A	 	83074	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N52841
	 	17274618	 	RL-18833-39A	 	XG44018	 	ASI Productions, Inc.	 	N/A
	N53588
	 	17274782	 	L-9869-39A	 	723523	 	Oxford Aviation Corp.	 	N/A
	N62046
	 	17275202	 	RL-18311-39A	 	83567	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N66090
	 	17275963	 	L-14457-39A	 	XJ44051	 	VMC Aircraft, Inc.	 	N/A
	N89594
	 	17276009	 	L-10847-39A	 	 	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N96172
	 	17276031	 	L-13138-39A	 	XG44042	 	Tom Larrivee d/b/a T. and D. Ventures	 	N/A
	N25379
	 	15280626	 	L-14005-15	 	R11032	 	T. and D. Ventures	 	N/A
	N48251
	 	15283311	 	L-14689-15	 	K6126	 	T. and D. Ventures	 	N/A
	N80427
	 	15285361	 	L-16152-15	 	KC111	 	T. and D. Ventures	 	N/A
	N93772
	 	15285549	 	L-19546-15	 	VA43030	 	T. and D. Ventures	 	N/A
	N52191
	 	17274431	 	L-14790-39A	 	83090	 	Brian W. Reid	 	N/A
	N52295
	 	17274486	 	RL-18638-36A	 	83074	 	T. and D. Ventures	 	N/A
	N52841
	 	17274618	 	RL-18833-39A	 	XG44018	 	D & J Enterprises	 	N/A
	N62038
	 	17275201	 	L-11675-39A	 	UNK	 	T. and D. Ventures	 	N/A
	N65517
	 	17275770	 	L-12040-39A	 	BE001	 	T. and D. Ventures	 	N/A





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Reg #	 	MS #	 	Engines	 	Propeller	 	Owner / Lessor	 	Trustee (“IT”)
	C-90
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9426

	 	 	 	 	 	 	 	 	 	 	 	Central Virginia
Aviation	 	 
	761K

	 	 	 	 	 	 	 	 	 	 	 	Central Virginia
Aviation	 	 





The aircraft listed below are owned by Delta Connection Academy, Inc. (the “Academy”) and may be
subject to liens and encumbrances securing indebtedness and obligations of the Academy and its
Affiliates.




	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engine	 	Propeller
	Cessna 152
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	N4789B
	 	15283636	 	L-20261-15	 	WA43013
	N49007
	 	15283401	 	L-22092-15	 	OB017
	N5350P
	 	15284924	 	RL-12915-15	 	UG43036
	N5394M
	 	15284578	 	L-12431-15	 	RDG030
	N6224Q
	 	15285202	 	RL-23987-15	 	R775906
	N46862
	 	15283124	 	RL-6254-15	 	UG43029
	N46946
	 	15283147	 	RL-23333-15	 	WA43019
	N6286H
	 	15284149	 	RL-24492-15	 	R774488
	N6606L
	 	15284460	 	L-22947.15	 	TK016
	N67913
	 	15282095	 	RL-17905-15	 	SA031
	N89034
	 	15282604	 	L-14828-15	 	R11029
	N93136
	 	15285412	 	RL-19261-15	 	R776697
	N6285M
	 	15284653	 	RL-18403-15	 	UL43009
	N65613
	 	15281652	 	RL-18179-15	 	WF43023
	N82FP
	 	15282449	 	L-17203-15	 	UL43014
	N68919
	 	15282402	 	L-23256-15	 	WF43015
	N7339W
	 	15285060	 	RL-23761-15	 	K8433
	 
	 	 	 	 	 	 
	Cessna 172
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	N51748
	 	17274342	 	L-7317-39A	 	YD44008
	N52276
	 	17274476	 	L-19307-39A	 	GK006
	N52747
	 	17274598	 	RL-19419-39A	 	728288
	N5299K
	 	17274052	 	L-15287-39A	 	83012
	N5302K
	 	17274054	 	L-16036-39A	 	724230
	N53479
	 	17274054	 	RL-18414-39A	 	YG44044
	N54180
	 	17274908	 	L-14293-39A	 	WA44012
	N54291
	 	17274949	 	L-7192-39A	 	83240
	N62283
	 	17275244	 	L-7514-39A	 	81968
	N62354
	 	17275256	 	L-221-39A	 	XG44017
	N62405
	 	17275263	 	L-5433-39A	 	XJ44029
	N63715
	 	17275473	 	L-9679-39A	 	FJ042
	N63959
	 	17275502	 	L-17281-39A	 	XG44042
	N64791
	 	17275624	 	L-14865-39A	 	VJ44032
	N89989
	 	17276019	 	RL-18551-39A	 	GK006
	N51250
	 	17274289	 	RL-14567-39A	 	XD44023
	N52806
	 	17274610	 	RL-10524-39A	 	WA44029
	N54116
	 	17274880	 	L-15914-39A	 	731176
	N65704
	 	17275824	 	L-13510-39A	 	732028.0
	N51654
	 	17274334	 	L-7301-39A	 	83088
	N51996
	 	17274392	 	L-11733-39A	 	83117.0
	N54120
	 	17274884	 	RL-18958-39A	 	X144011
	N54203
	 	17274915	 	L-17017-39A	 	733318
	N54228
	 	17274927	 	L-11419-39A	 	81039.0
	N5451K
	 	17274117	 	L-18236-39A	 	731177
	N99347
	 	17276436	 	RL-19117-39A	 	XJ44047
	N4NP
	 	17274731	 	RL-10622-39A	 	WC44012
	N62166
	 	17275224	 	L-13460-39A	 	WA44050
	N65866
	 	17275908	 	L-15958-39A	 	WA44006
	N54094
	 	17274874	 	L-18189-39A	 	XG44021
	N9536B
	 	172RG0862	 	L-18465-36A	 	020414
	N40960
	 	172RG0540	 	L-6306-36A	 	811963







 









 






	 	 	 	 	 	 	 
	Reg.#	 	MS#	 	Engine	 	Propeller
	N5267U
	 	172RG0313	 	L-8289-36A	 	803365
	N6255V
	 	172RG0598	 	L-27422-36A	 	804354.0
	N5311R
	 	172RG0052	 	L-6992-39A	 	020410
	N6344V
	 	172RG0635	 	L-30885-36A	 	821175
	N6383V
	 	172RG0646	 	L-31539-36A	 	022215
	N4634V
	 	172RG0344	 	L-34536-36A	 	813873
	N5177R
	 	172RG0045	 	L-21948-36A	 	798091
	N154SL
	 	28R-7737154	 	L-5256-51A	 	030384
	N2779Q
	 	28R-7737042	 	L-22274-51A	 	733656
	N378RS
	 	28R-7837239	 	L-18975-51A	 	781931
	N3986M
	 	28R-7837105	 	L-2779-51A	 	040559
	N6347C
	 	28R-7837160	 	L-16638-51A	 	781931
	N62FC
	 	28R-7737039	 	L-13862-51A	 	792532
	N163CA
	 	44-96117	 	L-14717-36A	 	AU10600B
	 
	 	GPS-OCT-28	 	L-213-71A	 	AU8050
	N164CA
	 	44-96118	 	L-31664-36A	 	AU9787B
	 
	 	GPS-OCT-28	 	L-621-71A	 	AU9788B
	N166CA
	 	44-96124	 	L-23063-36A	 	AU8408A
	 
	 	GPS-OCT-28	 	L-282-71A	 	AU10679B
	N167CA
	 	44-96129	 	L-38605-36A	 	DN2610
	 
	 	GPS-OCT-28	 	L-720-71A	 	DN3777
	N171CA
	 	44-96131	 	L-38617-36A	 	AU10703B
	 
	 	GPS-OCT-28	 	L-725-71A	 	AU10520B
	N177CA
	 	44-96112	 	L-38444-36A	 	AU9675B
	 
	 	GPS-OCT-28	 	L-703-71A	 	AU10710B
	N178CA
	 	44-96111	 	L-38440-36A	 	AU10645B
	 
	 	GPS-OCT-28	 	L-701-71A	 	AU10598B
	N2105P
	 	44-7995231	 	RL-265-77T	 	AU5669
	 
	 	 	 	L-346-72T	 	AU10572B
	N2110F
	 	44-7995152	 	RL-351-77T	 	AU9552B
	 
	 	 	 	RL-561-72T	 	AU9378B
	 
	 	 	 	RL-472-72T	 	AU11445B
	N25PE
	 	44-7995184	 	L-193-77T	 	AU11338B
	 
	 	 	 	L-363-72T	 	AU9250B
	N39670
	 	44-7995022	 	RL-576-77T	 	AU10595B
	 
	 	 	 	L-128-72T	 	AU9679B
	N445BA
	 	44-7995263	 	RL-157-77T	 	AU8079
	 
	 	 	 	RL-399-72T	 	AU8386A
	N2180B
	 	44-7995101	 	RL-294-77T	 	AU9399B
	 
	 	 	 	L-375-72T	 	AU5651
	N2219F
	 	44-7995159	 	RL-354-77T	 	AU9787B
	 
	 	 	 	L-240-72T	 	AU10413B
	N22390
	 	44-7995066	 	L-226-77T	 	AU9315B
	 
	 	 	 	RL-359-72T	 	AU9602B
	N81EF
	 	44-7995127	 	L-445-72T	 	AU10508B
	 
	 	 	 	L-413-77T	 	AU5658
	N2130V
	 	44-7995265	 	RL-344-77T	 	AU10702B
	N55258
	 	34-7350192	 	L-8579-51A	 	AU6627
	 
	 	GPS-12-25-03	 	RL-801-67A	 	AU9346B
	 
	 	 	 	 	 	 
	O-360-C1C6
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	N2927Q
	 	8R-7737043	 	L-7637-51A	 	041445
	N38294
	 	8R-7737087	 	L-27244-51A	 	060069
	N78WA
	 	8R-7837077	 	RL-14488-51A	 	773480
	 
	 	 	 	 	 	 
	Jet Simulator
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	6244-001	 	 	 	 







 









 





Delta Connection Academy, Inc. Encumbered Spare Engines




Engines




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Mortgagee / Indenture
	Part Number	 	Serial Number	 	Owner / Lessor	 	Trustee (“IT”)
	O-360-F1A6
	 	L-21156-36A	 	 	 	 
	O-320-D2J
	 	L-17146-39A	 	 	 	 
	O-320-D2J
	 	RL-10622-39A	 	 	 	 
	O-360-E1A6D
	 	L-193-77T	 	 	 	 
	O-360-E1A6D
	 	RL-344-77T	 	 	 	 
	O-320-D2J
	 	RL-10524-39A	 	 	 	 
	LO-360-E1A6D
	 	RL-399-72T	 	 	 	 
	LO-360-E1A6D
	 	L-445-72T	 	 	 	 
	O-320-D2J
	 	L-14567-39A	 	 	 	 
	IO-360-C1C6
	 	L-18366-51A	 	 	 	 
	LO-360-E1A6D
	 	RL-561-72T	 	 	 	 
	O-360-F1A6
	 	L-23321-36A	 	 	 	 
	IO-360-C1C6
	 	L-27100-51A	 	 	 	 
	O-320-D2J
	 	L-14457-39A	 	 	 	 
	O-360-E1A6D
	 	RL-359-72T	 	 	 	 
	LO-360-E1A6D
	 	RL-359-72T	 	 	 	 
	O-235-L2C
	 	RL-18179-15	 	 	 	 
	O-235-L2C
	 	RL-23987-15	 	 	 	 
	O-360-F1A6
	 	L-18465-36A	 	 	 	 
	IO-360-C1C6
	 	L-199511-51A	 	 	 	 
	O-235-L2C
	 	L-23256-15	 	 	 	 
	O-320-D2J
	 	L-18189-39A	 	 	 	 
	O-360-E1A6D
	 	RL-576-77T	 	 	 	 
	LO-360-E1A6D
	 	L-445-72T	 	 	 	 
	O-320-D2J
	 	L-13460-39A	 	 	 	 
	O-235-L2C
	 	L-25128-15	 	 	 	 
	O-235-L2C
	 	RL-18403-15	 	 	 	 






 









 






Delta Connection Academy, Inc. Encumbered Spare Propellers




Propellers




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Mortgagee / Indenture
	Part Number	 	Serial Number	 	Owner / Lessor	 	Trustee (“IT”)
	1C160/DTM7557M1
	 	AAE44017	 	 	 	 
	1C160/DTM7557M1
	 	BE011	 	 	 	 
	HC-C2YR-2CEFU
	 	AU9315B	 	 	 	 
	B2D34C213
	 	773480	 	 	 	 
	HC-C2YR-2CLEUF
	 	AU9628B	 	 	 	 
	HC-C2YR-2CEUF
	 	AU8049	 	 	 	 
	HC-C2YR-2CLEUF
	 	AU9250B	 	 	 	 
	1C160/DTM7557M1
	 	XJ44029	 	 	 	 
	1C160/DTM7557M1
	 	82424	 	 	 	 
	1C160/DTM7557M1
	 	83567	 	 	 	 
	P2134392-41
	 	41445	 	 	 	 
	HC-C2YR-2CEFU
	 	AU9787B	 	 	 	 
	HC-C2YR-2CEFU
	 	AU10600B	 	 	 	 
	1C160/DTM7557M1
	 	ZD44046	 	 	 	 
	1A103TCM6958M1
	 	UL43014	 	 	 	 
	1A103TCM6958M1
	 	WF43023	 	 	 	 
	1C160/DTM7557M1
	 	732028	 	 	 	 
	1A103TCM6958M1
	 	UG43029	 	 	 	 
	HC-C2YR-2CEFU
	 	AU9774B	 	 	 	 
	1C160/DTM7557M1
	 	81968	 	 	 	 






 









 






2. Encumbered Spare Engines



Delta Air Lines, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Manufacturer	 	Model	 	MS #	 	Transaction Type	 	Owner / Lessor	 	Trustee
	CFMI
	 	CFM56-3B1	 	858965	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-3B1	 	860155	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-3C1	 	860225	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	874385	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	875255	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	876281	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	888194	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	888533	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	890155	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580104	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580106	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580112	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580113	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580161	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580209	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580348	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580380	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580384	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580385	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580389	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80A	 	580404	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B4	 	695689	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B4	 	695690	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B6	 	690372	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B6F	 	704696	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B6F	 	704889	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B6F	 	706187	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B8F	 	704857	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B8F	 	706145	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	GE
	 	CF6-80C2B8F	 	706261	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	IAE
	 	V2528-D5	 	V20011	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	IAE
	 	V2528-D5	 	V20022	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	IAE
	 	V2528-D5	 	V20042	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	IAE
	 	V2528-D5	 	V20101	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	IAE
	 	V2528-D5	 	V20105	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	IAE
	 	V2528-D5	 	V20205	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718039	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718044	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718052	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718057	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718134	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718168	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718232	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	718233	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725423	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725436	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725445	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Manufacturer	 	Model	 	MS #	 	Transaction Type	 	Owner / Lessor	 	Trustee
	P&W
	 	JT8D-219	 	725452	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725480	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725550	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725661	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725911	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	725935	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	726078	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	JT8D-219	 	726824	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716331	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716332	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716334	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716340	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716342	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716343	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716351	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716352	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716353	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716377	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716446	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716486	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716503	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716516	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716567	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716583	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716594	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	716597	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	726620	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	727053	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 2037	 	728705	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724144	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724142	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724145	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724148	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724149	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724158	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724178	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	724372	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	723834	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	723843	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	723844	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	733727	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	733733	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	P&W
	 	PW 4060	 	733746	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	RR
	 	Trent 892	 	51156	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	RR
	 	Trent 892	 	51228	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	RR
	 	Trent 892	 	51399	 	Mortgage	 	Delta Air Lines, Inc.	 	U.S. Bank Trust
	CFMI
	 	CFM56-3B1	 	860155	 	Mortgage	 	Delta Air Lines, Inc	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	889507	 	Sublease	 	Delta Air Lines, Inc	 	N/A
	CFMI
	 	CFM56-7B26	 	888152	 	Mortgage	 	Delta Air Lines, Inc	 	U.S. Bank Trust
	CFMI
	 	CFM56-7B26	 	876487	 	Operating Lease	 	American Airlines	 	N/A
	CFMI
	 	CFM56-7B26	 	874600	 	Operating Lease	 	American Airlines	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mortgagee / Indenture
	Manufacturer	 	Model	 	MS #	 	Transaction Type	 	Owner / Lessor	 	Trustee
	CFMI
	 	CFM56-7B26	 	874701	 	Operating Lease	 	American Airlines	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 
	CFMI
	 	CFM56-7B26	 	888763	 	Operating Lease	 	Willis Lease Finance Corp.	 	N/A
	CFMI
	 	CFM56-7B26	 	889507	 	Operating Lease	 	Engine Lease Finance	 	N/A
	CFMI
	 	CFM56-7B26	 	892706	 	Operating Lease	 	Willis Lease Finance Corp.	 	N/A
	P&W
	 	PW4460	 	733733	 	Mortgage	 	Delta Air Lines, Inc	 	U.S. Bank Trust
	P&W
	 	PW4060	 	727654	 	Mortgage	 	Delta Air Lines, Inc	 	U.S. Bank Trust
	P&W
	 	PW4060	 	724314	 	Operating Lease	 	Delta Air Lines, Inc	 	Wilmington Trust Company
	P&W
	 	PW4460	 	733818	 	Operating Lease	 	Delta Air Lines, Inc	 	N/A
	P&W
	 	PW4460	 	733727	 	Mortgage	 	Delta Air Lines, Inc	 	U.S. Bank Trust
	P&W
	 	PW4060	 	724844	 	Operating Lease	 	Hartford Aviation Group, Inc.	 	N/A
	P&W
	 	PW2037	 	728784	 	Operating Lease	 	Pratt & Whitney - 2037	 	N/A
	P&W
	 	PW2037	 	716430	 	Operating Lease	 	Willis Lease Finance Corp.	 	N/A
	P&W
	 	PW2037	 	726634	 	Operating Lease	 	Willis Lease Finance Corp.	 	N/A
	GE
	 	CF6-80A2	 	580156	 	Mortgage	 	Delta Air Lines, Inc	 	DIP
	GE
	 	CF6-80A	 	580175	 	Operating Lease	 	ABX	 	N/A
	GE
	 	CF6-80A	 	580117	 	Operating Lease	 	ABX	 	N/A
	GE
	 	CF6-80C2(B8F)	 	704856	 	Operating Lease	 	GE Engine Services	 	N/A
	GE
	 	CF6-80C2(B6F)	 	704199	 	Operating Lease	 	GE Engine Services	 	N/A
	IAE
	 	V 2528-D5	 	V20126	 	Operating Lease	 	Chromalloy	 	N/A
	RR
	 	RR Trent 890	 	51492	 	Operating Lease	 	Rolls Royce - Trent 892	 	N/A
	IAE
	 	V 2528-D5	 	V20131	 	Storing	 	International Aero Engines	 	N/A






DIP Spare Engines8




	 	 	 
	Engine Model and Type	 	Manufacturer’s Serial Number
	Pratt & Whitney JT8D-2199
	 	726021
	General Electric CF34-3A1
	 	807070
	General Electric CF34-3A1
	 	807051
	General Electric CF34-3A1
	 	807305
	General Electric CF34-3A1
	 	807226
	General Electric CF34-3A1
	 	807318
	General Electric CF34-3A1
	 	807352
	General Electric CF34-3A1
	 	807255
	General Electric CF34-3A1
	 	807421
	General Electric CF34-3A1
	 	807465
	General Electric CF34-3A1
	 	807467
	General Electric CF34-3A1
	 	807468
	General Electric CF34-3A1
	 	807512
	General Electric CF34-3A1
	 	807444
	General Electric CF34-3A1
	 	807466
	General Electric CF34-3A1
	 	807587
	General Electric CF34-3A1
	 	807441
	General Electric CF34-3A1
	 	807590
	General Electric CF34-3A1
	 	807600
	General Electric CF34-3A1
	 	807630
	General Electric CF34-3A1
	 	807648






 




			
	8	 	To be removed substantially contemporaneously with closing.
	 
	9	 	Shown as JT8D-217C on the FAA records.





 









 







	 	 	 
	Engine Model and Type	 	Manufacturer’s Serial Number
	General Electric CF34-3A1
	 	807623
	General Electric CF34-3A1
	 	807591
	General Electric CF34-3B1
	 	873516
	General Electric CF34-3B1
	 	873173
	General Electric CF34-3B1
	 	873640
	General Electric CF34-3B1
	 	873174
	General Electric CF34-3B1
	 	873947
	General Electric CF34-3B1
	 	873763
	General Electric CF34-3B1
	 	873891
	General Electric CF34-8C1
	 	965337
	General Electric CF34-8C1
	 	965291
	General Electric CF34-8C1
	 	965443
	General Electric CF6-80A
	 	580172






 









 






3. Encumbered Spare Parts



The spare parts maintained by or on behalf of Delta Air Lines, Inc. at the locations listed
immediately below are subject to the liens and encumbrances of record created by (i) the Spare
Parts Security Agreement, dated as of April 15, 2003, between Delta Air Lines, Inc. and U.S. Bank
Trust National Association, as security trustee, as amended by Amendment No. 1 thereto, dated as of
July 7, 2004, Amendment No. 2, dated as of November 30, 2004, and Amendment No. 3, dated as of
March 31, 2006, and (ii) the Subordinated Spare Parts Security Agreement dated as of November 30,
2004, between Delta Air Lines, Inc. and U.S. Bank Trust National Association as security trustee.




	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC.

	 	1050	 	ABQ Albuquerque NM
	ABQ — ALBUQUERQUE, NM

2200 KIRTLAND DRIVE SUITE D

ALBUQUERQUE NM 87119

USA
	 	 	 	 
	 
	 	 	 	 
	ADW — Andrews AFB

	 	4110	 	ADW Andrews AFB
	DELTA AIR LINES C-405 Program

1752 Arnold Ave. Bldg. 1752

ANDREWS AIR FORCE BA MD 20782-1762

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC.

	 	1080	 	Augusta GA
	AGS — AUGUSTA, GA 

1518 AVIATION WAY

AUGUSTA GA 30905

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC.

	 	1100	 	ALB Albany NY
	ALB — ALBANY, NY

ALBANY COUNTY AIRPORT

ALBANY NY 12211

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1150	 	ANC Anchorage AK
	ANC — ANCHORAGE, AK

3830 INTERNATIONAL AIRPORT RD

ANCHORAGE AK 99502

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1012	 	ATL Delta North
	ATL — NORTH HANGAR

900 TOFFIE TERRACE

ATLANTA INTL AIRPORT GA 30320

USA
	 	 	 	 
	 
	 	 	 	 
	ATL — ATLANTA, GA — Tech Ops Center

	 	1010	 	ATL Repair Shops @ TOC
	1775 AVIATION BLV

ATLANTA GA 30320

USA
	 	 	 	 
	 
	 	 	 	 
	ATL — ATLANTA, GA — Tech Ops Center

	 	1014	 	ATL Stores — Warehouse
	1775 AVIATION BLV

ATLANTA GA 30320

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1015	 	ATL Atlanta Line International
	ATL — ATLANTA, GA — INTL LINE

HARTSFIELD ATLANTA INTL AIRPORT

ATLANTA INTL AIRPORT GA 30320

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1005	 	ATL Airport/CTO/Cargo
	ATL — ATLANTA, GA — LINE

HARTSFIELD ATLANTA INTL AIRPORT

ATLANTA INTL AIRPORT GA 30320

USA
	 	 	 	 
	 
	 	 	 	 






 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	1270	 	BDL Hartford
	AUS — AUSTIN, TX

4005 AIRPORT BLVD., SUITE 2-300

AUSTIN TX 78723

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC.

	 	1270	 	BDL Hartford
	BDL — HARTFORD-BRADLEY, CT

BRADLEY INTL AIRPORT

WINDSOR LOCKS CT 05095

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1300	 	Bangor ME
	BGR — BANGOR, ME

299 GODFREY BLVD., SUITE 15

BANGOR ME 04401-3022

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1310	 	BHM Birmingham AL
	BHM — BIRMINGHAM, AL

BOX 27

BIRMINGHAM AL 35212

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1330	 	BIL Billings MT
	BIL — BILLINGS, MT

LOGAN FIELD

BILLINGS MT 59105

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1370	 	BNA Nashville TN
	BNA — NASHVILLE, TN

TERMINAL DRIVE, SUITE 318

NASHVILLE TN 37214

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1390	 	BOI Boise ID
	BOI — BOISE, ID

2775 APOLLO

BOISE ID 83705

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1415	 	BOS Boston MA
	BOS — BOSTON, MA

300 TERMINAL C

EAST BOSTON MA 02128

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1410	 	BOS Boston MA
	BOS — GSE BOSTON, MA

239 PRESCOTT STREET EAST

BOSTON MA 02128

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1440	 	BTR Baton Rouge LA
	BTR — BATON ROUGE, LA

METROPOLITAN AIRPORT

BATON ROUGE LA 70507

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1480	 	BUF Buffalo NY
	BUF — BUFFALO, NY

279 CAYUGA ROAD

BUFFALO NY 14225

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1510	 	BWI Baltimore MD
	DWI — BALTIMORE, MD

BLDG B-28

BALTIMORE MD 21240

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	1520	 	BZN Bozeman MT
	BZN — BOZEMAN, MT

BOX 4 — GALLATIN FIELD

BELGRADE MT 59714

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1530	 	CAE Columbia SC
	CAE — COLUMBIA, SC

3523 AIR COMMERCE DRIVE

WEST COLUMBIA SC 29169

USA
	 	 	 	 
	 
	 	 	 	 
	AIRPORT SERVICES

	 	1550	 	CAK Canton OH
	CAK — CANTON, OH

5400 LAUBY ROAD

NORTH CANTON OH 44720

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1580	 	CHS Charleston SC
	CHS — CHARLESTON, SC

5500 INTERNATIONAL BLVD #107

CHARLESTON SC 29418-5911

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1600	 	CLE Cleveland
	CLE — CLEVELAND-HOPKINS, OH

5300 RIVERSIDE DR

CLEVELAND OH 44135

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1610	 	CLT Charlotte NC
	CLT — CHARLOTTE, NC

4818A EXPRESS DR

CHARLOTTE NC 25219

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1630	 	CMH Columbus OH
	CMH — COLUMBUS, OH

4609 INTERNATIONAL GATEWAY BLVD

COLUMBUS OH 43219

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1650	 	COS Colorado Springs CO
	COS — COLORADO SPRINGS, CO

7564 DRENNAN RD

COLORADO SPRINGS CO 80916

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1706	 	CVG Cincinnati OH
	CVG — CINCINNATI, OH

3318 LINCOLN DRIVE

HEBRON KY 41048

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1710	 	DAB Daytona Beach FL
	DAB — DAYTONA BEACH, FL

401 CORAL SEA DR

DAYTONA BEACH FL 32114

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1720	 	DAY Dayton OH
	DAY — DAYTON, OH

3532 CARGO RD

VANDALIA OH 45377

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1730	 	DCA Washington D.C.

	DCA — WASHINGTON, D.C.
— NAT’L AIRPORT

WASHINGTON DC 20001

USA
	 	 	 	 
	 
	 	 	 	 






 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	1750	 	DEN Denver, CO
	DEN — DENVER, CO

7644 UNDERGROVE CR

DENVER C0 80249

USA
	 	 	 	 
	 
	 	 	 	 
	DFW Base Stores

	 	1030	 	Dallas Base Stores
	DALLAS FT WORTH AIRP TX

USA
	 	 	 	 
	 
	 	 	 	 
	DFW — LINE STORES

	 	1035	 	DFW Dallas
	DALLAS FT WORTH AIRP TX

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1031	 	DFW GSE
	DFW — GSE DALLAS

2413 SE N. Support Rd DFW Airport

DALLAS FORT WORTH AI TX 75261

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1800	 	DTW Detroit
	DTW — DETROIT-WAYNE, MI

AIR CARGO BLDG

DETROIT MI 48242

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3790	 	EGE Vail CO
	EGE — VAIL, CO

871 COOLEY MESA RD

GYPSUM CO 81637

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1840	 	ELP El Paso TX
	ELP — EL PASO TX

6501 CONVAIR DR

EL PASO TX 79925

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1856	 	EWR Newark NJ
	EWR — NEWARK, NJ

BLDG 339

NEWARK NJ 07114

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1850	 	EWR Newark NJ GSE
	EWR — NEWARK, NJ

DPT 587 E NEWARK INTL AIRPORT

NEWARK NJ 07114

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1860	 	Fairbanks AK
	FAI — AIRBANKS, AK

6302 OLD AIRPORT RD

FAIRBANKS AK 99706

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1870	 	Fresno Ca
	FAT — FRESNO, CA

2444 N ASHELY — SUITE 104

RAYMOND CA 93653

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1890	 	FCA Kalispell MT
	FCA — KALISPELL, MT

GLACIER PARK INTL AIRPORT

KALISPELL MT 59901

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1916	 	FLL Fort Lauderdale FL
	FLL — FORT LAUDERDALE, FL

100 TERMINAL DR

FORT LAUDERDALE FL 33315

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	FWH — NAS JRB Carswell

	 	4100	 	FWH Fort Worth
	DELTA AIR LINES INC c/o BAC Ops

1050 Boyington Drive

FORT WORTH TX 76127-1050

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1980	 	GEG Spokane WA
	GEG — SPOKANE, WA

POST OFFICE RD

SPOKANE WA 99219

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2020	 	GRR Grand Rapids MI
	GRR — GRAND RAPIDS, MI

5500 44TH ST

GRAND RAPIDS MI 49508

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2040	 	GSO Greensboro NC
	GSO — GREENSBORO, NC

6415 AIRPORT PKWY

GREENSBORO NC 27409

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2050	 	GSP Greenville SC
	GSP — GREENVILLE, SC

1900 GSP DR — SUITE 20

GREER SC 29651

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2060	 	GTF Great Falls MT
	GTF — GREAT FALLS, MT

2800 TERMINAL DR

GREAT FALLS MT 59401

USA
	 	 	 	 
	 
	 	 	 	 
	HIK — Hickam AFB

	 	4120	 	HIK Hickam AFB
	DELTA AIR LINES C-40B Program

290 Vickers Ave.

HICKAM AFB HI 96853

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2140	 	HLN Helena MT
	HLN — HELENA, MT

2850 SKYWAY DR

HELENA MT 59601

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2150	 	HNL Honolulu HI
	HNL — HONOLULU, HI

3121 AOLELE ST

HONOLULU HI 96819

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2180	 	HOU Houston
	HOU — HOUSTON-HOBBY, TX

7800 AIRPORT BLVD

HOUSTON TX 77061

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2170	 	HSV Huntsville AL
	HSV — HUNTSVILLE, AL

1000 GLEN HEARN BLVD

HUNTSVILLE AL 35824

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2180	 	IAD Dulles
	IAD — WASHINGTON, D.C.
— DULLES AIRPORT

CARGO BLDG 2 DOOR

60 WEST SERVICE RD

DULLES INTERNATIONAL VA 20168

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	2190	 	IAH Houston
	IAH — HOUSTON-INTERCONTINENTAL, TX

3150 IGLOO RD

HOUSTON TX 77205

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2230	 	IND Indianapolis IN
	IND- INDIANAPOLIS, IN

2500 S HIGH SCHOOL RD

INDIANAPOLIS IN 46251

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2240	 	ISP Islip NY
	ISP — ISLIP, NY

100 ARRIVAL AVE

RONKONKOMA NY 11779

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2270	 	JAC Jackson WY
	JAC — JACKSON, WY

JACKSON HOLE AIRPORT

JACKSON WY 83001

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2290	 	JAN Jackson MS
	JAN — JACKSON, MS

FREIGHTWAY DRIVE, CARGO BAY 2

PEARL MS 39208

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2300	 	JAX Jacksonville FL
	JAX — JACKSONVILLE, FL

13905 THOMAS IMERSON AVE

JACKSONVILLE FL 32218

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2320	 	JFK Kennedy GSE
	JFK — KENNEDY-NEW YORK, NY

BLDG 67

JAMAICA NY 11430

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2325	 	JFK Kennedy
	JFK — KENNEDY-NEW YORK, NY

BLDG 67 JFK INT’L AIRPORT

JAMAICA NY 11430

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2350	 	Juneau AK
	JNU — JUNEAU, AK

1873 SHELL SIMMONS

SITKA AK 99635

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2420	 	LAS Las Vegas NV
	LAS — LAS VEGAS, NV

5875 S SPENCER, UNIT 101

LAS VEGAS NV 89111

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2436	 	LAX Los Angeles CA
	LAX — LOS ANGELES, CA

6060 AVION DRIVE

LOS ANGELES CA 90045

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2450	 	LEX Lexington KY
	LEX — LEXINGTON, KY

4012 VERSAILLES RD

LEXINGTON KY 40512

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	2476	 	LGA Laguardia
	LGA -LAGUARDIA-NEW YORK, NY

LA GUARDIA AIRPORT

FLUSHING NY 11371

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2475	 	LGA SHUTTLE LA GUARDIA
	LGA — SHUTTLE LA GUARDIA

LA GUARDIA AIRPORT

FLUSHING NY 11371

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2470	 	LGA La Guardia GSE
	LGA — GSE LAGUARDIA, NY

DEPT 587 HGR #2 LGA AIRPORT

FLUSHING NY 11371

USA
	 	 	 	 
	 
	 	 	 	 
	AIRPORT SERVICES

	 	2540	 	LIT Little Rock AR
	LIT — LITTLE ROCK, AR

1 AIRPORT ROAD

LITTLE ROCK AR 72202

USA
	 	 	 	 
	 
	 	 	 	 
	AIRPORT SERVICES

	 	2600	 	MCI — Kansas City MO
	MCI — KANSAS CITY, MO

KANSAS CITY INTERNATIONAL AIRPORT

KANSAS CITY INTRNAT MO 54153

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2526	 	MCO Orlando FL
	MCO — ORLANDO, FL

9474 AIRPORT BLVD

ORLANDO FL 32827

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2620	 	MCO Orlando FL GSE
	MCO — GSE ORLANDO, FL

6212 CARGO ROAD

ORLANDO FL 32827

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2560	 	MDW Chicago
	MDW — CHICAGO-MIDWAY, IL

5700 SOUTH CICERO AVE

CHICAGO IL 60538

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2660	 	MEM Memphis TN
	MEM — MEMPHIS, TN

CARGO BLDG 2

MEMPHIS TN 38130

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2680	 	Montgomery AL
	MGM — MONTGOMERY, AL

4485 SELMA HWY

MONTGOMERY AL 36108

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	4020	 	MHT Manchester NH
	MHT — MANCHESTER, NH

1 AIRPORT RD

MANCHESTER NH 03103

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2696	 	MIA Miami FL
	MIA — MIAMI, FL

3077 PERIMETER RD

MIAMI FL 33122

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	2690	 	MIA Miami FL GSE
	MIA — MIAMI, FL

GSE BLDG 3078 SE PERIMETER RD

MIAMI FL 33122

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2710	 	MKE Milwaukee WI
	MKE — MILWAUKEE, WI

5300 S HOWELL AVE

MILWAUKEE WI 53207

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2720	 	MLB Melbourne FL
	MLB — MELBOURNE, FL

1 AIR TERMINAL PKWY

MELBOURNE FL 32901

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2730	 	Monroe LA
	MLU — MONROE, LA

5400 OPERATIONS RD, SUITE 107

MONROE LA 71203

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2750	 	MOB Mobile AL
	MOB — MOBILE, AL

BATES FIELD

MOBILE AL 36508

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2780	 	MSO Missoula MT
	MSO — MISSOULA, MT

JOHNSON-BELL FIELD

MISSOULA MT 59601

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2790	 	MSP — Minneapolis/St Paul MN
	MSP — MINNEAPOLIS/ST PAUL, MN

7700 23RD AVE S

TWIN CITIES MN 55111

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2800	 	MSY New Orleans LA
	MSY — NEW ORLEANS, LA

800 AIRLINES HWY

KENNER LA 70062

USA
	 	 	 	 
	 
	 	 	 	 
	NIP — NAS Jacksonville
	 	4130	 	NIP Jacksonville FL
	DELTA AIR LINES c/o BAC Ops

Hangar 115A, NAS Jacksonville

JACKSONVILLE FL 32212

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2890	 	OAK Oakland, CA
	OAK — OAKLAND, CA

1 AIRPORT WAY, BOX 38

OAKLAND CA 94621

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2900	 	OGG Kahului HI
	OGG — KAHULUI, HI

KAHULUI AIRPORT

KAHULUI HI 96732

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2920	 	OKC Oklahoma City OK
	OKC — OKLAHOMA CITY, OK

7100 TERMINAL DR, BOX 975

OKLAHOMA CITY OK 73159

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	2930	 	OMA Omaha NE
	OMA- OMAHA NE

1871 FORT CT

OMAHA NE 68110

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2940	 	ONT Ontario CA
	ONT — ONTARIO, CA

	 	 	 	 
	NO. 2 TERMINAL WAY

ONTARIO CA 91761

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2956	 	ORD Chicago-OHare
	ORD — CHICAGO-O’HARE, IL

O’HARE INTL AIRPORT

CHICAGO IL 60666

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2950	 	ORD Chicago-Ohare GSE
	ORD — CHICAGO-O’HARE, IL

BLDG 751 DEPT. 586

CHICAGO IL 60666

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	2960	 	ORF Norfolk VA
	ORF — NORFOLK, VA

6000 ROBIN HOOD RD

NORFOLK VA 23518

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3010	 	PBI West Palm Beach FL
	PBI — WEST PALM BEACH, FL

1312 N. PERIMETER RD

WEST PALM BEACH FL 33406

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3026	 	PDX Portland OR
	PDX — PORTLAND, OR

7000 N.E. AIRPORT WAY

PORTLAND OR 97218

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3020	 	PDX GSE
	PDX — PORTLAND, OR

7000 NE AIRPORT WAY

PORTLAND OR 97218

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3040	 	PHL Philadelphia PA
	PHL — PHILADELPHIA, PA

PHILADELPHIA INTL AIRPORT

PHILADELPHIA PA 19153

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3050	 	PHX Phoenix AZ
	PHX — PHOENIX, AZ

1323 S. 27TH ST

PHOENIX AZ 85034

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3050	 	PIT Pittsburgh PA
	PIT — PITTSBURGH, PA

GREATER PITTSBURGH INTL AIRPORT

PITTSBURGH PA 15231

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3070	 	PLS Providenciales
	PLS — PROVIDENCIALES

PROVIDENCIALES

TURKISH CAICOSIN

	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	3080	 	PNS Pensacola FL
	PNS — PENSACOLA, FL

2430 AIRPORT BLVD

PENSACOLA FL 32504

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3110	 	PSC Pasco/Kennewick WA
	PSC — PASCO/KENNEWICK, WA

TRI-CITIES AIRPORT

PASCO WA 99301

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3120	 	PSP Palm Springs CA
	PSP — PALM SPRINGS, CA

3400 TANQUITZ CANYON

PALM SPRINGS CA 92262

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3140	 	PVD Providence RI
	PVD — PROVIDENCE, RI

2000 POST RD

WARWICK RI 02886

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3150	 	PWM Portland ME
	PWM — PORTLAND, ME

10001 WESTBROOK ST

PORTLAND ME 04102

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3230	 	RDU Raleigh/Durham NC
	RDU — RALEIGH/DURHAM, NC

1600 TERMINAL BLVD, TERMINAL A

RALEIGH DURHAM AIRPO NC 27623

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3250	 	RIC Richmond VA
	RIC — RICHMOND, VA

CARGO FACILITY

RICHMOND VA 23231-5999

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3270	 	RNO — RENO, NV
	RNO — RENO, NV

TERMINAL WAY, SUITE 1

RENO NV 89502

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3280	 	ROC Rochester NY
	ROC — ROCHESTER, NY

1200 BROOKS AVE

ROCHESTER NY 14624

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3310	 	RSW Fort Myers FL
	RSW — FORT MYERS, FL

16000 CHAMBERLAIN PKWY

FORT MYERS FL 33913

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3340	 	SAN San Diego CA
	SAN — SAN DIEGO, CA

3707 N HARBOR DR

SAN DIEGO CA 92101

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3360	 	SAT San Antonio TX
	SAT — SAN ANTONIO, TX

10000 JOHN SAUNDERS RD

SAN ANTONIO TX 78216

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	3370	 	SAV Savannah GA
	SAV — SAVANNAH, GA

410 AIRWAYS AVE

SAVANNAH GA 31408

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3380	 	SBN — SOUTH BEND, IN
	SBN — SOUTH BEND, IN

4529 TERMINAL DR

SOUTH BEND IN 46628

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3400	 	SDF Louisville KY
	SDF — LOUISVILLE, KY

LOUISVILLE KY 40209

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3410	 	SEA Seattle WA GSE
	SEA — SEATTLE, WA

16745 AIR CARGO RD

SEATTLE WA 98158

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3416	 	SEA Seattle WA
	SEA — SEATTLE, WA

SEA TAC INT’L AIRPORT

SEATTLE WA 98158

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3436	 	SFO San Francisco CA
	SFO — SAN FRANCISCO, CA

730 MCDONNELL RD

SAN FRANCISCO INTL A CA 94128

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3430	 	SFO — SAN FRANCISCO, CA GSE
	SFO — SAN FRANCISCO, CA

DAL AIR CARGO BLDG GSE DEPT 587

SAN FRANCISCO INTL A CA 94128

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3440	 	SHV Shreveport LA
	SHV — SHREVEPORT, LA

6125 INTERSTATE DR

SHREVEPORT LA 71109

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3460	 	SJC San Jose CA
	SJC — SAN JOSE, CA

1521 AIRPORT BLVD, BAY 2

SAN JOSE CA 95110

USA
	 	 	 	 
	 
	 	 	 	 
	AIRPORT SERVICES

	 	3486	 	SJU San Juan
	SJU — SAN JUAN

LUIS MUNOZ MARIN AIRPORT

SAN JUAN PR 00979

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3480	 	SJU — SAN JUAN GSE
	SJU — SAN JUAN

GSE CARGO TERMINAL DEPT. 587

CAROLINA PR 00979

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3495	 	SLC Salt Lake City UT
	SLC — SALT LAKE CITY, UT

SALT LAKE CITY INTL AIRPORT

SALT LAKE CITY UT 84122

USA
	 	 	 	 







 









 






	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC

	 	3490	 	SLC GSE
	SLC — SALT LAKE CITY, UT

3625 WEST 510 NORTH

SALT LAKE CITY UT 84122

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3500	 	SMF Sacramento CA
	SMF — SACRAMENTO, CA

6737 LINDBERG DR. SUITE D

SACRAMENTO CA 95837

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3510	 	SNA Orange County CA
	SNA — ORANGE COUNTY, CA

18601 AIRPORT WAY, SUITE 211

SANTA ANA CA 92707

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3530	 	SRQ Sarasota FL
	SRQ — SARASOTA, FL

6000 AIRPORT CIRCLE

SARASOTA FL 34243

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3540	 	STL St Louis MO
	STL — ST LOUIS, MO

9813 AIR CARGO RD

SAINT LOUIS MO 63145

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3540	 	SYR Syracuse NY
	SYR — SYRACUSE, NY

HANCOCK INTL AIRPORT

SYRACUSE NY 13212

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3560	 	TLH Tallahassee FL
	TLH — TALLAHASSEE, FL

3308-A CAPITAL CIRCLE SW

TALLAHASSEE FL 32310

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1021	 	TPA Tampa Base Stores
	TPA — TAMPA, FL — HANGAR

4424 NORTH WEST SHORE BLVD

TAMPA FL 33614

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	1025	 	TPA Tampa FL
	TPA — Line

4424 N. WESTSHORE BLVD.

TAMPA FL 33614

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3740	 	TUL Tulsa OK
	TUL — TULSA, OK

TULSA INTL AIRPORT

TULSA OK 74415

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3750	 	TUS Tucson AZ
	TUS — TUCSON, AZ

TUCSON INTL AIRPORT

TUCSON AZ 85706

USA
	 	 	 	 
	 
	 	 	 	 
	DELTA AIR LINES INC

	 	3780	 	TYS Knoxville TN
	TYS — KNOXVILLE, TN

2055 AIRPORT HWY

ALCOA TN 37701

	 	 	 	 
	USA
	 	 	 	 







 









 







	 	 	 	 	 
	Address	 	Plant Code	 	Location
	AIRPORT SERVICES

	 	3820	 	VPS Fort Walton Beach FL
	VPS — FORT WALTON BEACH, FL

STATE ROAD 85

EGLIN AFB FL 32542

USA
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





The spare parts maintained by or on behalf of Delta Air Lines, Inc. at the location listed
immediately below are subject to the liens and encumbrances of record created by: (i) the Spare
Parts Security Agreement* dated as of September 16, 2005, among Delta Air Lines, Inc., Comair, Inc.
and General Electric Capital Corporation, as administrative agent and collateral agent for the
secured parties, as amended by the Amended and Restated Spare Parts Security Agreement, dated as of
October 3, 2005, among Delta Air Lines, Inc., Comair, Inc. and General Electric Capital
Corporation, as administrative agent and collateral agent for the secured parties, and (ii) the
Spare Parts Security Agreement*, dated as of September 16, 2005, between Delta Air Lines, Inc.,
Comair, Inc. and American Express Travel Related Services Company, Inc. as collateral agent for
itself and American Express Bank, F.S.B.




	 	 	 	 	 
	Address	 	Plant Code	 	Location
	DELTA AIR LINES INC.
	 	1010	 	ATL Repair Shops @ TOC
	DELTA TECH OPS CENTER


1775 AVIATION BLVD. 


ATLANTA< GA 30354-3743


USA
	 	 	 	 






     The spare parts maintained by or on behalf of Comair, Inc. at the location listed immediately below
are subject to the liens and encumbrances of record created by: (i) the Spare Parts Security
Agreement* dated as of September 16, 2005, among Delta Air Lines, Inc., Comair, Inc. and General
Electric Capital Corporation, as administrative agent and collateral agent for the secured parties,
as amended by the Amended and Restated Spare Parts Security Agreement dated as of October 3, 2005,
among Delta Air Lines, Inc., Comair, Inc. and General Electric Capital Corporation, as
administrative agent and collateral agent for the secured parties, and (ii) the Spare Parts
Security Agreement*, dated as of September 16, 2005, between Delta Air Lines, Inc., Comair, Inc.
and American Express Travel Related Services Company, Inc. as collateral agent for itself and
American Express Bank, F.S.B.



	 	 	 	 	 
	Address	 	Plant Code	 	Location
	COMAIR, INC. 

82 COMAIR BLVD. 


ERLANGER, KY 41048


USA

	 	 	 	82 COMAIR BLVD. 


ERLANGER, KY 41048


USA








 




			
	*	 	To be removed substantially contemporaneously with closing.






 












 





Schedule 3.07




B. UCC Filings




Delta Air Lines, Inc.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	IBM Credit Corporation

	 	10883194	 	08/07/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association, as Loan
Trustee

	 	11193361	 	09/19/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association, as Loan
Trustee

	 	11193395	 	09/19/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association, as Loan
Trustee

	 	11193411	 	09/19/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DARR Equipment Operation
Co LP

	 	11549281	 	10/30/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DARR Equipment Operation
Co LP

	 	11549299	 	02/23/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DARR Equipment Operation
Co LP

	 	11549307	 	02/23/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DARR Equipment Operation
Co LP

	 	11549315	 	02/23/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DARR Equipment Operation
Co LP

	 	11549323	 	02/23/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DARR Equipment Operation
Co LP

	 	11549331	 	02/23/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	11783435	 	12/27/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	63276490	 	09/22/06
	 	Continuation of 11783435
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	63293792	 	09/25/06
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York as
Indenture Trustee, BNY
Business Center, Inc.

	 	11790562	 	12/27/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York as
Indenture Trustee, BNY
Business Center, Inc.

	 	63276474	 	09/22/06
	 	Continuation of 11790562






1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	20122832	 	12/12/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	20527972	 	02/05/02
	 	Assignment of Siemens
Financial Services,
Inc.
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	20528772	 	02/05/02
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	20142343	 	12/14/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62030021	 	06/14/06
	 	Continuation of 20142343
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20142350	 	12/14/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62030484	 	06/14/06
	 	Continuation of 20142350
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20143804	 	12/14/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62030179	 	06/14/06
	 	Continuation of 20143804
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20143846	 	12/14/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62030310	 	06/14/06
	 	Continuation of 20143846
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20143879	 	12/14/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62030419	 	06/14/06
	 	Continuation of 20143879
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20143895	 	12/14/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62029817	 	06/14/06
	 	Continuation of 20143895
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	20195358	 	12/26/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	42561050	 	09/13/04
	 	Assignment of BCC
Equipment Leasing
Corporation (20195358)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	BCC Equipment Leasing
Corporation

	 	43032911	 	10/27/04
	 	Assignment of CEF 2002
Aircraft, LLC
(20195358)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	43224575	 	11/16/04
	 	Added Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	63733300	 	10/26/06
	 	Continuation of 20193538
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	20222715	 	12/28/01
	 	Equipment






2









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	20222723	 	12/28/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	20222731	 	12/28/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62289882	 	07/03/06
	 	Continuation of 20222731
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20222749	 	12/28/01
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62226447	 	06/28/06
	 	Continuation of 20222749
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265631	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62292720	 	07/03/06
	 	Continuation of 20265631
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62293025	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265649	 	07/03/06
	 	Continuation of 20265649
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265672	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62292829	 	07/03/06
	 	Continuation of 20265672
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265698	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62292662	 	07/03/06
	 	Continuation of 20265698
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265763	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62293058	 	07/03/06
	 	Continuation of 20265763
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265771	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	62292993	 	07/03/06
	 	Continuation of 20265771
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc

	 	20265797	 	01/02/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270128	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63659018	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270128)






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270144	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63658663	 	10/20/2006
	 	Assignment (referencing

20270144)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63658747	 	10/20/06
	 	Continuation of 20270144
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270169	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63658036	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270169)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63658119	 	10/20/06
	 	Continuation of 20270169
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270177	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63644325	 	10/19/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270177)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association as Loan
Trustee

	 	63644424	 	10/19/06
	 	Continuation of 20270177
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270185	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63643665	 	10/19/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270185)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association as Loan
Trustee

	 	63643996	 	10/19/06
	 	Continuation of 20270185
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270193	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63644754	 	10/19/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270193)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63644937	 	10/19/06
	 	Continuation of 20270193
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270201	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63643079	 	10/19/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270201)






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63643269	 	10/19/06
	 	Continuation of 20270201
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270219	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63641883	 	10/19/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270219)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63642006	 	10/19/06
	 	Continuation of 20270219
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270227	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63641404	 	10/19/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270227)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63641461	 	10/19/06
	 	Continuation of 20270227
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270235	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63670429	 	10/23/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270235)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank national
Association, as Loan
Trustee

	 	63670593	 	10/23/06
	 	Continuation of 20270235
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270243	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63670999	 	10/23/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270243)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63671138	 	10/23/06
	 	Continuation of 20270243
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270250	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63670114	 	10/23/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270250)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63670171	 	10/23/06
	 	Continuation of 20270250
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270268	 	01/03/02
	 	Equipment






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63663861	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270268)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63663945	 	10/20/06
	 	Continuation of 20270268
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270276	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63663267	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270276)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63663333	 	10/20/06
	 	Continuation of 20270276
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270284	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63662103	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270284)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63662392	 	10/20/06
	 	Continuation of 20270284
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270292	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63662616	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270292)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63662681	 	10/20/06
	 	Continuation of 20270292
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270318	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63661394	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270318)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63661535	 	10/20/06
	 	Continuation of 20270318
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270326	 	01/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63660396	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270326)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63660552	 	10/20/06
	 	Continuation of 20270326
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	20270334	 	01/03/02
	 	Equipment






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	63659638	 	10/20/06
	 	Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270334)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63659729	 	10/20/06
	 	Continuation of 20270334
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Leasing
Corporation

	 	20358246	 	01/08/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Financial
Services, Inc. successor
by merger to Wachovia
Leasing Corporation

	 	63533148	 	10/12/06
	 	Continuation of 20358246
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	ACE USA

	 	20438725	 	02/19/02
	 	Securities Account
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	ACE USA

	 	20438725	 	08/03/04
	 	Securities Account
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	ACE USA

	 	530336769	 	01/27/05
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	ACE USA

	 	2007 0535780	 	02/04/07
	 	Continuation of 20438725
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	IBM Credit Corporation

(Lessor)

	 	20488225	 	1/30/2002
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CT Bank and Trust
Company

	 	20651392	 	03/13/02
	 	In Lieu Filing of
Financing Statement No.
672775, Filed on
04/04/87 in SOS, DE.
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	20675136	 	02/25/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	42509323	 	09/07/04
	 	Assignment of BCC
Equipment Leasing
Corporation (42509323)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	BCC Equipment Leasing
Company

	 	43035005	 	10/27/04
	 	Assignment of CEF 2002
Aircraft, LLC
(20675136)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	64302477	 	12/08/06
	 	Continuation of 12/08/06
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	20693816	 	03/18/02
	 	In Lieu Filing of
Financing Statement No.
08245, Filed on
04/29/97 in SOS, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30255490	 	01/29/03
	 	Amendment to Collateral
Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	20693881	 	03/18/02
	 	In Lieu Filing of
Financing Statement No.
05400, Filed on
03/19/1992 in SOS, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30254840	 	01/29/03
	 	Amendment to Collateral
Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	20693956	 	03/18/02
	 	In Lieu Filing of
Financing Statement No.
05401, Filed on
03/19/97 in SOS, GA






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30263791	 	01/30/03	 	Amendment to Collateral
Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	20693964	 	03/18/02	 	In Lieu Filing of
Financing Statement No.
05399, Filed on
03/19/97 in SOS, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30250939	 	01/29/03	 	Amendment to Collateral
Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	20790927	 	03/08/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	63116555	 	09/08/06	 	Continuation of 20790927
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	20790943	 	20790943	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	63116753	 	20790943	 	Continuation of 20790943
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit Corporation

(Lessor)

	 	20896138	 	03/18/02	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	21088032	 	04/09/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	63499837	 	10/10/06	 	Continuation of 21088032
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21299753	 	05/03/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21299811	 	05/03/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21299837	 	05/03/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21299860	 	05/03/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21300221	 	05/03/02	 	In Lieu Filing of
Financing 05/13/97 in
SOS, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	32295288	 	09/05/03	 	Termination of 2130221
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21330296	 	05/03/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300387	 	05/03/02	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300411	 	05/03/02	 	Equipment






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300437	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300445	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30570161	 	03/10/03
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300478	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30571151	 	03/10/03
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21305528	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30570708	 	03/10/03
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300528	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300551	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300593	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300601	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21300619	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21311244	 	05/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21385404	 	05/13/02
	 	In Lieu Statement of
Financing Statement No.
09332, Filed on
05/13/97 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30262074	 	01/30/03
	 	Amendment to Collateral
Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Bankers Trust Company

	 	21385503	 	05/13/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	41242165	 	05/04/04
	 	Amendment to Secured
Party Information
((21385503)






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Bankers Trust Company

	 	21385586	 	05/13/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Erste Bank der
oesterreichischen
Sparkassen AG, London
Branch, as agent

	 	21440084	 	06/12/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21456726	 	05/20/02
	 	In Lieu Filing of
Financing Statement No.
09336, Filed on
05/13/97 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as Debtor)

	 	30236938	 	01/28/03
	 	Amendment to Collateral
Description (21456726)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as Debtor)

	 	53885010	 	12/15/05
	 	Termination of 21456726
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	63136561	 	09/11/06
	 	Assignment of
Wilmington Trust
Company, as Owner
Trustee (21456726)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21456767	 	05/20/02
	 	In Lieu Filing of
Financing Statement No.
09340, Filed on
05/13/97, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30557184	 	03/07/03
	 	Amendment to Collateral
Description (21456767)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	53886083	 	12/15/05
	 	Termination of 21456767
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	63154762	 	09/12/06
	 	Assignment of
Wilmington Trust
Company, as Owner
Trustee (21456767)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21456783	 	05/20/02
	 	In Lieu Filing of
Financing Statement No.
16630, Filed on
08/11/97 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30386113	 	02/13/03
	 	Amendment to Collateral
Description (21456783)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	20070500750	 	05/20/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	42564393	 	09/13/04
	 	Assignment of BCC
Equipment Leasing
Company (21463482)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	BCC Equipment Leasing 

Company

	 	43032507	 	10/27/04
	 	Assignment of CEF 2002
Aircraft, LLC
(24163482)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	43224906	 	11/16/04
	 	Amendment to Collateral
Description (21463482)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	21463482	 	02/04/07
	 	Continuation of 21463482






10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank, N.A.

	 	2007020622	 	06/07/02/
	 	In Lieu Filing of
Financing Statement No.
147453, Filed on
06/25/97 in OR, SOS
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Trustee

	 	2007020622	 	01/17/07
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	U.S. Bank National
Association, as Loan
Trustee

	 	20070206226	 	1/17/2007
	 	Amendment (referencing

21669104)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Port of Portland

	 	21669120	 	06/07/02
	 	In Lieu Financing
Statement No. 147454,
Filed on 06/07/02 in
OR, SOS
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Trustee

	 	21669120	 	01/17/07
	 	Continuation of 21669120
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	GMAC Business Credit, LLC

	 	21674633	 	07/10/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	GMAC Business Credit, LLC

	 	61261221	 	04/14/06
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	GMAC Business Credit, LLC

	 	21674641	 	07/10/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	GMAC Business Credit, LLC

	 	61261254	 	04/14/06
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	GMAC Business Credit, LLC

	 	21674708	 	07/10/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	GMAC Business Credit, LLC

	 	61261270	 	04/14/06
	 	Amendment to Secured
Party Information
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21730310	 	06/17/02
	 	In Lieu Filing of
Financing Statement No.
09341, Filed on
05/13/97 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30220577	 	01/27/03
	 	Termination of 21730310
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21730328	 	06/17/02
	 	In Lieu Filing of
Financing Statement No.
21730328, Filed on
06/17/02 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines, Inc.
(authorizing as debtor)

	 	30256993	 	01/29/03
	 	Termination of 21730328
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21730351	 	06/17/02
	 	In Lieu Filing of
Financing Statement No.
09328, Filed on
05/13/97 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30257934	 	01/29/03
	 	Termination of 21730351
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21730393	 	06/17/02
	 	In Lieu Filing of
Financing Statement No.
09330, Filed on
05/13/97, in Fulton
County, GA






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30258577	 	01/29/03
	 	Termination of 21730393
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21730468	 	06/17/02
	 	In Lieu Filing of
Financing Statement No.
09321, Filed on
05/13/97, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	32295379	 	09/05/03
	 	Termination of 21730468
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21730880	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21730930	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21730955	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21730997	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21731011	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21731045	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21731078	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21731002	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21731110	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21731185	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21732613	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21733058	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21733124	 	06/17/02
	 	Equipment






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21733199	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21733181	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	21742059	 	06/17/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21742075	 	06/17/02
	 	In Lieu Filing for
Financing Statement No.
09334, Filed on
05/13/97, in Fulton
Count, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	21742067	 	06/17/02
	 	In Lieu Filing for
Financing Statement No.
09316, Filed on
05/13/97, in Fulton
Count, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30408446	 	02/18/03
	 	Amendment to Collateral
Description (21742067)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30374812	 	02/12/03
	 	Amendment to Collateral
Description (21742075)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CitiCapital Commerical
Corporation

	 	21801996	 	06/25/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	UPS Capital Corporation

	 	21855877	 	7/1/2002
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Air Liquide America
Corporation

	 	21900400	 	07/31/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Air Liquide America L.P.

	 	22645681	 	10/21/02
	 	Amendment to Secured
Party Information
(21900400)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit Corporation

	 	21913437	 	07/10/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	21918824	 	07/11/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	30270531	 	01/14/03
	 	Assignment of ups
Capital Corporation
(21918824)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	22056905	 	06/17/02
	 	In Lieu Filing for
Financing Statement No.
09338, dated 05/13/97,
in Fulton County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30237431	 	01/28/03
	 	Amendment to Collateral
Description (21742075)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	53885267	 	12/15/05
	 	Termination of 22056905
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	63142643	 	09/11/06
	 	Assignment of
Wilmington Trust
Company, as Owner
Trustee (22056905)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	22056921	 	08/08/02
	 	In Lieu Filing for
Financing Statement No.
09307, dated 05/13/97,
in Fulton County, GA






13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30192511	 	01/23/03
	 	Termination of 22056921
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	22056947	 	08/08/02
	 	In Lieu Filing for
Financing Statement No.
09323, dated 05/13/97,
in Fulton County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30192388	 	01/23/03
	 	Termination of 22056947
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	22056970	 	08/08/02
	 	In Lieu Filing for
Financing Statement No.
09315, dated 05/13/97,
in Fulton County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30198781	 	01/23/03
	 	Termination of 22056970
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	22056996	 	08/08/02
	 	In Lieu Filing for
Financing Statement No.
09318, dated 05/13/97,
in Fulton County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30198195	 	01/23/03
	 	Termination of 22056996
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit Corporation

	 	22071235	 	08/09/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	22102832	 	07/15/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	22103111	 	07/05/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	22106395	 	08/15/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	31724064	 	07/08/03
	 	Termination of 22106395
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Sulzer Metco (USA) Inc.

	 	22114985	 	08/21/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DAI-ICHI KANGYO TR. NY

	 	22227902	 	09/04/02
	 	In Lieu Filing for
Financing Statement No.
060199716607, dated
08/11/97, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	JPMorgan Chase Bank

	 	22228587	 	09/04/02
	 	Amendment to Secured
Party Information
(22227902)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30938178	 	04/10/03
	 	Amendment to Collateral
Description (2227902)






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	DAI-ICHI KANGYO TR. NY

	 	22228702	 	09/04/02
	 	In Lieu Filing for
Financing Statement No.
060199716606, dated
08/11/97, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	JPMorgan Chase Bank

	 	22228777	 	09/04/02
	 	Amendment to Secured
Party Information
(22228702)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30936909	 	04/10/03
	 	Amendment to Collateral
Description (22228702)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DAI-ICHI KANGYO TR. NY

	 	22228835	 	09/04/02
	 	In Lieu Filing for
Financing Statement No.
060199716603, dated
08/11/97, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	JPMorgan Chase Bank

	 	22228884	 	09/04/02
	 	Amendment to Secured
Party Information
(22228835)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30935091	 	04/10/03
	 	Amendment to Collateral
Description (22228835)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	22315269	 	09/10/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	50982943	 	03/31/05
	 	Termination of 22315269
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Sun Microsystems Finance,
A Sun Microsystems, Inc.,
Business

	 	22322877	 	09/16/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Sun Microsystems Finance,
A Sun Microsystems, Inc.,
Business

	 	22351637	 	09/18/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Transamerica Equipment
Financial Services
Corporation

	 	22495707	 	10/03/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Transamerica Equipment
Financial Services
Corporation

	 	22495723	 	10/03/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Transamerica Equipment
Financial Services
Corporation

	 	22495764	 	10/03/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Transamerica Equipment
Financial Services
Corporation

	 	22495780	 	10/03/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	22520694	 	09/30/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	22520850	 	09/30/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	22553646	 	10/04/02
	 	Equipment






15









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	IBM Corporation

	 	23107699	 	11/26/02
	 	Termination of 22553646
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CitiCapital Commerical
Leasing Corporation

	 	22989717	 	11/15/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CitiCapital Commerical
Leasing Corporation

	 	22989758	 	11/15/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	TW Metals, Inc.

	 	23019027	 	12/03/02
	 	All Metal Products
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23079138	 	12/10/02
	 	In Lieu Filing of
Financing Statement No.
675780, Filed on
05/18/87, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30198849	 	01/23/03
	 	Termination of 23079138
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23079823	 	12/10/02
	 	In Lieu Filing of
Financing Statement No.
677869, Filed on
06/25/87, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	30198401	 	01/23/03
	 	Termination of 23079823
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23164799	 	12/11/02
	 	In Lieu Filing of
Financing Statement No.
775798, Filed on
05/18/87, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	23097452	 	12/18/02
	 	Termination of 23097452
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23098427	 	12/11/02
	 	In Lieu Filing of
Financing Statement No.
677867, Filed on
06/25/87, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	23165085	 	12/18/02
	 	Termination of 23098427
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23136110	 	12/16/02
	 	In Lieu Filing of
Financing Statement No.
742935, Filed on
08/16/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Delta Air Lines

(authorizing as debtor)

	 	23151333	 	12/17/02
	 	Termination of 23151333
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	23165879	 	12/03/02
	 	In Lieu Filing of
Financing Statement No.
9998027, Filed on
02/12/01, in Caddo
Parish, LA Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	23165994	 	12/03/02
	 	In Lieu Filing of
Financing Statement No.
09-996982, Filed on
04/10/01, in Caddo
Parish, LA Equipment
Lease






16









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	IBM Corporation

	 	23166851	 	12/03/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23181025	 	12/19/02
	 	In Lieu Filing of
Financing Statement No.
794907, Filed on
07/07/93, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	23181561	 	12/19/02
	 	In Lieu Filing of
Financing Statement No.
697270, Filed on
05/18/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Landesbank
Schleswig-Holstein, New
York Branch, as Agent

	 	23259458	 	13/31/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30006620	 	01/02/063
	 	In Lieu Filing of
Financing Statement No.
697271, Filed on
05/18/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30007529	 	01/02/003
	 	In Lieu Filing of
Financing Statement No.
697272, Filed on
05/18/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30016694	 	01/03/03
	 	In Lieu Filing of
Financing Statement No.
739508, Filed on
06/19/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30021231	 	01/03/03
	 	In Lieu Filing of
Financing Statement No.
735909, Filed on
06/19/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30027881	 	01/03/03
	 	In Lieu Filing of
Financing Statement No.
739510, Filed on
06/19/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30030448	 	01/03/03
	 	In Lieu Filing of
Financing Statement No.
794301, Filed on
06/23/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30031404	 	01/06/03
	 	In Lieu Filing of
Financing Statement No.
698104, Filed on
06/02/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30063704	 	01/09/03
	 	In Lieu Filing of
Financing Statement No.
697202, Filed on
05/18/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30065311	 	01/09/03
	 	In Lieu Filing of
Financing Statement No.
698103, Filed on
06/02/88, in Fulton
County, GA






17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30068588	 	01/09/03
	 	In Lieu Filing of
Financing Statement No.
796111, Filed on
06/27/93, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30096324	 	01/13/03
	 	In Lieu Filing of
Financing Statement No.
794305, Filed on
06/23/93, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30096985	 	01/13/03
	 	In Lieu Filing of
Financing Statement No.
794302, Filed on
06/23/93, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30098338	 	01/13/03
	 	In Lieu Filing of
Financing Statement No.
753477, Filed on
02/14/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30098478	 	01/13/03
	 	In Lieu Filing of
Financing Statement No.
753476, Filed on
02/14/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30098874	 	01/13/03
	 	In Lieu Filing of
Financing Statement No.
754127, Filed on
02/26/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	30117849	 	12/26/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30123748	 	01/15/03
	 	In Lieu Filing of
Financing Statement No.
759215, Filed on
06/06/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30098874	 	01/13/03
	 	In Lieu Filing of
Financing Statement No.
754127, Filed on
02/26/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30124142	 	01/15/03
	 	In Lieu Filing of
Financing Statement No.
759782, Filed on
06/18/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30124811	 	01/15/03
	 	In Lieu Filing of
Financing Statement No.
060200101378, Filed on
01/18/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	40475188	 	02/04/04
	 	Amendment to Collateral
Description (30124811)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30125719	 	01/15/03
	 	In Lieu Filing of
Financing Statement No.
752114, Filed on
01/25/91, in Fulton
County, GA






18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	30136757	 	12/31/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	40475055	 	02/04/04
	 	Amendment to Collateral
Description (30136872)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	30136948	 	12/31/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	30137284	 	12/31/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company of
Connecticut, National
Association

	 	30137318	 	12/31/02
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Bank Hapoalim B.M., New
York Branch, as Assignee

	 	30137409	 	12/31/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Bank Hapoalim B.M., New
York Branch, as Assignee

	 	30137482	 	12/31/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Bank Hapoalim B.M., New
York Branch, as Assignee

	 	30137540	 	12/31/02
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30170111	 	01/21/03
	 	In Lieu Filing of
Financing Statement No.
060199803942, Filed on
03/02/98, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30171432	 	01/21/03
	 	In Lieu Filing of
Financing Statement No.
696572, Filed on
05/05/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30182405	 	01/22/03
	 	In Lieu Filing of
Financing Statement No.
794304, Filed on
06/23/93, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30182637	 	01/22/03
	 	In Lieu Filing of
Financing Statement No.
794303, Filed on
06/23/93, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30186786	 	01/22/03
	 	In Lieu Filing of
Financing Statement No.
060199803945, Filed on
03/02/98, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30198062	 	01/23/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30198658	 	01/23/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30219157	 	01/27/03
	 	Equipment Lease






19









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30221427	 	01/27/03
	 	In Lieu Filing of
Financing Statement No.
739511, Filed on
06/19/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30256886	 	01/29/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30257595	 	01/29/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30258510	 	01/29/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	43139435	 	11/08/04
	 	Amendment to Collateral
Description (30258510)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30266125	 	01/30/03
	 	In Lieu Filing of
Financing Statement No.
699283, Filed on
06/23/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30267594	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association

	 	30271315	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association

	 	30271372	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271422	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271455	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271505	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271539	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271562	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271596	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271661	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271695	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as Loan
Trustee

	 	30271729	 	01/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30336522	 	02/06/03
	 	In Lieu Filing of
Financing Statement No.
698870, Filed on
06/16/88, in Fulton
County, GA






20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30337322	 	02/06/03
	 	In Lieu Filing of
Financing Statement No.
699285, Filed on
06/23/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30337629	 	02/06/03
	 	In Lieu Filing of
Financing Statement No.
699284, Filed on
06/23/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30376122	 	02/12/03
	 	In Lieu Filing of
Financing Statement No.
699828, Filed on
06/23/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30376551	 	02/12/03
	 	In Lieu Filing of
Financing Statement No.
699286, Filed on
06/23/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30378607	 	02/12/03
	 	In Lieu Filing of
Financing Statement No.
756856, Filed on
04/18/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30384696	 	02/13/03
	 	In Lieu Filing of
Financing Statement No.
757150, Filed on
04/25/91, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30389141	 	02/13/03
	 	In Lieu Filing of
Financing Statement No.
060199817798, Filed on
08/25/88, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York

	 	30419104	 	02/19/03
	 	In Lieu Filing of
Financing Statement No.
740002, Filed on
06/27/90, in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30448251	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
657029, Filed on
06/30/86 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	62794386	 	08/11/06
	 	Assignment of
Wilmington Trust
Company, as Owner
Trustee (30448251)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30449259	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
657028, Filed on
06/30/86 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	62793883	 	08/11/06
	 	Assignment of
Wilmington Trust
Company, as Owner
Trustee (30449259)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30450034	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
745354, Filed on
09/27/90 in Fulton
County, GA






21









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30452634	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
750426, Filed on
12/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30454275	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
753475, Filed on
02/14/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30455074	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
753474, Filed on
02/14/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30456130	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
754296, Filed on
03/01/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	60456650	 	02/24/03
	 	In Lieu Filing of
Financing Statement No.
755418, Filed on
03/22/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30533532	 	03/05/03
	 	In Lieu Filing of
Financing Statement No.
05/18/88, Filed on
05/18/88 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30538093	 	03/05/03
	 	In Lieu Filing of
Financing Statement No.
760374, Filed on
06/27/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30538792	 	03/05/03
	 	In Lieu Filing of
Financing Statement No.
760443, Filed on
06/28/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30539034	 	03/05/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30539869	 	03/05/03
	 	In Lieu Filing of
Financing Statement No.
000809124, Filed on
04/11/94 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30559412	 	03/07/03
	 	In Lieu Filing of
Financing Statement No.
701607, Filed on
08/03/88 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30562150	 	03/07/03
	 	In Lieu Filing of
Financing Statement No.
701608, Filed on
08/03/88 in Fulton
County, GA






22









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30571839	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
702021, Filed on
08/11/88 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30572902	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
745355, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30574221	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
745356, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30574593	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
738794, Filed on
06/06/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30574981	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
738793, Filed on
06/06/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30576242	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
738792, Filed on
06/06/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30576861	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
738791, Filed on
06/06/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30577596	 	03/10/03
	 	In Lieu Filing of
Financing Statement No.
740003, Filed on
06/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a/ Connell
Equipment Leasing Company

	 	30603921	 	02/10/03
	 	In Lieu Filing of
Financing Statement No.
09-996982, Filed on
04/10/01 in Caddo
Parish, LA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30614043	 	03/13/03
	 	In Lieu Filing of
Financing Statement No.
745353, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30617046	 	03/13/03
	 	In Lieu Filing of
Financing Statement No.
745352, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30619372	 	03/13/03
	 	In Lieu Filing of
Financing Statement No.
745351, Filed on
09/27/90 in Fulton
County, GA






23









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30620008	 	03/13/03
	 	In Lieu Filing of
Financing Statement No.
745350, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30621055	 	03/13/03
	 	In Lieu Filing of
Financing Statement No.
750427, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30623192	 	03/13/03
	 	In Lieu Filing of
Financing Statement No.
760376, Filed on
06/27/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30619437	 	03/17/03
	 	In Lieu Filing of
Financing Statement No.
750428, Filed on
09/27/90 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30654379	 	03/17/03
	 	In Lieu Filing of
Financing Statement No.
759211, Filed on
06/06/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30654668	 	03/17/03
	 	In Lieu Filing of
Financing Statement No.
759210, Filed on
06/06/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30655129	 	03/17/03
	 	In Lieu Filing of
Financing Statement No.
759212, Filed on
06/06/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30655574	 	03/17/03
	 	In Lieu Filing of
Financing Statement No.
760377, Filed on
06/27/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York — BNY
Business Center, Inc., as
Indenture Trustee

	 	30672884	 	02/26/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30683592	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
759214, Filed on
06/06/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30684855	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
759213, Filed on
06/06/91 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30685829	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
760375, Filed on
06/27/91 in Fulton
County, GA






24









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	30687015	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
060199819195, Filed on
09/16/98 in Fulton
County, GA


Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	30687791	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
060199819198, Filed on
09/16/98 in Fulton
County, GA 


Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	30688369	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
060199819196, Filed on
09/16/98 in Fulton
County, GA 


Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	30688872	 	03/19/03
	 	In Lieu Filing of
Financing Statement No.
060199819197, Filed on
09/16/98 in Fulton
County, GA 


Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Finova Capital Corporation

	 	30806193	 	03/28/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Finova Capital Corporation

	 	32166976	 	08/20/03
	 	Termination of 30806193
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Finova Capital Corporation

	 	30806367	 	03/28/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Finova Capital Corporation

	 	32167180	 	08/20/03
	 	Termination of 30806367
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Finova Capital Corporation

	 	30806896	 	03/28/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Finova Capital Corporation

	 	32167396	 	08/20/03
	 	Termination of 30806896
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	State Street Bank and
Trust Company

	 	30870710	 	04/03/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30900707	 	04/07/03
	 	In Lieu Filing of
Financing Statement No.
799052, Filed on
09/27/93 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit LLC

	 	30908395	 	04/08/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	30977762	 	04/15/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61283654	 	04/17/06
	 	Amendment to Collateral
Description (3097762)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	30977986	 	04/15/03
	 	Equipment Lease






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61283696	 	04/17/06
	 	Amendment to Collateral
Description (30977986)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	30978125	 	04/15/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61283704	 	04/17/06
	 	Amendment to Collateral
Description (30978125)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	30978224	 	04/15/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61283712	 	04/17/06
	 	Amendment to Collateral
Description (30978224)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	30978349	 	04/15/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61283662	 	04/17/06
	 	Amendment to Collateral
Description (30978349)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	30979362	 	04/15/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61283621	 	04/17/06
	 	Amendment to Collateral
Description (30979362)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	30991169	 	04/16/03
	 	In Lieu Filing of
Financing Statement No.
698101, Filed on
06/02/88 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	31113904	 	04/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	31114118	 	04/30/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	31116667	 	04/16/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	42906255	 	10/15/04
	 	Amendment to Collateral
Description (31116667)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	31116832	 	04/16/03
	 	Equipment






26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	42906032	 	10/15/04
	 	Amendment to Collateral
Description (31116832)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the Loan
Trustee

	 	61284249	 	04/17/06
	 	Amendment to Collateral
Description (3116832)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	31122004	 	04/17/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	IBM Corporation

	 	31826661	 	6/12/2003
	 	Termination

(referencing 31122004)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit LLC

	 	31132938	 	05/01/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31187379	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61283746	 	04/17/06
	 	Amendment to Collateral
Description (31187379)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31187577	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61283761	 	04/17/06
	 	Amendment to Collateral
Description (31187577)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31187882	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61284074	 	04/17/06
	 	Amendment to Collateral
Description (31187882)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31188146	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61284090	 	04/17/06
	 	Amendment to Collateral
Description (31188146)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31188757	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61284124	 	04/17/06
	 	Amendment to Collateral
Description (31188757)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31188849	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61284181	 	04/17/06
	 	Amendment to Collateral
Description (3118849)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31189094	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61284199	 	04/17/06
	 	Amendment to Collateral
Description (31189094)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31189391	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61284207	 	04/17/06
	 	Amendment to Collateral
Description (31189391)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31189524	 	05/08/03
	 	Equipment Lease






27









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31189649	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61283381	 	04/17/06
	 	Amendment to Collateral
Description (31189524)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61283399	 	04/17/06
	 	Amendment to Collateral
Description (31189649)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31189722	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61283407	 	04/17/06
	 	Amendment to Collateral
Description (31189722)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	31189854	 	05/08/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank Trust National
Association, as the
Trustee

	 	61283415	 	04/17/06
	 	Amendment to Collateral
Description (31189854)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	31457202	 	06/10/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	31457624	 	06/10/03
	 	Termination of 31457202
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	HSH Nordbank AG, New York
Branch, as Agent

	 	31479602	 	06/11/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Octagon Process, Inc.

	 	32023334	 	08/05/03
	 	Specific Fluid
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	32069006	 	07/21/03
	 	In Lieu Filing of
Financing Statement No.
0004851, Filed on
03/30/00 in NV, SOS



In Lieu Filing of
Financing Statement No.
0104092, Filed on
03/21/01 in NV, SOS



In Lieu Filing of
Financing Statement No.
0106692, Filed on
03/07/01 in NV, SOS
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit LLC

	 	32285487	 	08/12/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	32341256	 	08/21/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	32568403	 	10/02/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	32905605	 	11/05/03
	 	Termination of 32568403
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672072	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	50231176	 	01/20/05
	 	Termination of 32672072
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672288	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	50541442	 	02/17/05
	 	Termination of 32672288






28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672338	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672403	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	50637273	 	02/28/05
	 	Termination of 32672338
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	50586421	 	02/23/05
	 	Termination of 32672403
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	62372445	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	50801507	 	03/14/05
	 	Termination of 32672445
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672494	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	51197160	 	04/14/05
	 	Termination of 32672494
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672528	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	51248633	 	04/22/05
	 	Termination of 32672528
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672585	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	51583153	 	05/23/05
	 	Termination of 32672585
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672627	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	51383125	 	05/05/05
	 	Termination of 32672627
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672668	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	51954982	 	06/24/05
	 	Termination of 32672668
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lombard Aviation Capital
Limited

	 	32672684	 	10/14/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)

	 	52255454	 	07/21/05
	 	Termination of 32672684






29









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	IBM Credit LLC

	 	32683418	 	10/02/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	32804584	 	10/21/03
	 	In Lieu Filing of
Financing Statement No.
223853, Filed on
11/20/00 in NY, SOS



In Lieu Filing of
Financing Statement No.
095041, Filed on
05/15/00 in NY, SOS



In Lieu Filing of
Financing Statement No.


00-433645, Filed on
02/17/00 in TX, SOS



In Lieu Filing of
Financing Statement No.
010507 7396, Filed on
05/07/01 in VA, SOS 



In Lieu Filing of
Financing Statement No.
980000253360, Filed on
11/13/98 in FL, SOS
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CIT Communications Finance
Corporation

	 	32904251	 	11/05/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Hewlett-Packard Financial
Services Company

	 	32980780	 	11/12/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33107946	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33108373	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33108688	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109413	 	11/25/03
	 	Termination of 33108688
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33108886	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33108969	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109488	 	11/25/03
	 	Termination of 31108969






30









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109074	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109264	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109496	 	11/25/03
	 	Termination of 33109264
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109322	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109579	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109686	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109785	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, National
Association, as Security
Trustee

	 	33109918	 	11/25/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	33245217	 	12/10/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	33372763	 	12/22/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	33382044	 	12/23/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	40563298	 	02/27/04
	 	Termination of 33382044
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit LLC

	 	40027716	 	12/19/03
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	40397895	 	01/23/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	40500241	 	02/09/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,

	 	40685182	 	03/08/04
	 	Equipment Lease
	 	 	 	 	Inc. d/b/a Connell
Equipment Leasing Company
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Avaya, Inc.

	 	40729162	 	3/16/2004
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	40809964	 	03/16/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Credit LLC

	 	40997363	 	04/08/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	First Fleet Corporation

	 	41192675	 	4/29/2004
	 	Equipment






31









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	First Fleet Corporation

	 	41192675	 	04/29/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Banc of America Leasing &
Capital, LLC

	 	41202458	 	04/29/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Banc of America Leasing &
Capital, LLC

	 	43579242	 	12/20/04
	 	Amendment to Collateral
Description (41202458)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	41316126	 	04/23/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	41257734	 	04/19/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	TLD America Corporation

	 	41352154	 	05/14/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	TLD America Corporation

	 	41621913	 	05/27/04
	 	Amendment to Collateral
Description (41352154)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	TLD America Corporation

	 	41621921	 	05/27/04
	 	Amendment to Collateral
Description (41352154)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	TLD America Corporation

	 	42494401	 	05/27/04
	 	Amendment to Collateral
Description (41352154)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	41701004	 	06/07/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	AFS Investments XXVII LLC

	 	42024828	 	07/19/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	AFS Investments XXVII LLC

	 	42024877	 	07/19/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	AFS Investments XXVII LLC

	 	42024919	 	07/19/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	GE Engine Services, Inc.

	 	42110304	 	7/27/2004
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	42196998	 	07/29/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	GE Engine Services, Inc.

	 	43303965	 	11/23/2004
	 	Amendment (referencing

42110304)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Boelng Company

	 	42594192	 	09/15/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Citibank, N.A.

	 	42426312	 	8/27/2004
	 	Pledge Shares
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Boelng Company

	 	42732115	 	09/29/04
	 	Termination of 42594192
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Business Asset Funding
Corporation

	 	42683037	 	09/23/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	First Fleet Corporation,
as Trustee fro Delta B
Trust

	 	42949867	 	10/20/2004
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	First Fleet Corporation

	 	42949891	 	10/20/2004
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	First Fleet Corporation

	 	42950121	 	10/20/2004
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet as Trustee for
Delta A Trust

	 	42950105	 	10/20/04
	 	Equipment Lease






32









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The B.F. Goodrich Company,
Commercial Wheel and Brake
Division

	 	42961193	 	10/20/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The B.F. Goodrich Company,
Commercial Wheel and Brake
Division

	 	42961219	 	10/20/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet Corporation

	 	42965483	 	10/21/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	43025113	 	10/27/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51517466	 	05/17/05
	 	Amendment to Collateral
Description (43025113)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	43030170	 	10/27/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	43093863	 	10/27/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation, as Collateral
Agent for the Secured
Parties

	 	43392018	 	12/02/04
	 	Real Property
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express Travel
Related Service Company,
Inc., as Collateral Agent

	 	43400605	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express Travel
Related Service Company,
Inc.

	 	50900457	 	03/22/05
	 	Amendment to Collateral
Description (43400605)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express Travel
Related Service Company,
Inc.

	 	51573311	 	05/20/05
	 	Amendment to Collateral
Description (43400605)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express Travel
Related Service Company,
Inc.

	 	52520204	 	08/12/05
	 	Amendment to Collateral
Description (43400605)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express Travel

	 	52911411	 	09/20/05
	 	Termination of 43400605
	 	 	 	 	Related Service Company,
Inc., as Collateral Agent
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	43423466	 	12/06/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	IBM Corporation

	 	43425107	 	12/06/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York Trust
Company, N.A., as Trustee

	 	43445782	 	12/06/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	43492727	 	12/08/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	43510437	 	12/13/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	50176421	 	01/12/05
	 	In Lieu Filing of
Financing Statement No.
060200001832, Filed on
01/28/00 in Fulton
County, GA



Equipment






33









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	 	 	The Goodyear Tire & Rubber
Company

	 	50176454	 	1/14/2005
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	50322165	 	01/28/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	50518077	 	02/08/05
	 	In Lieu Filing of
Financing Statement No.
06020004484, Filed on
03/08/00 in Fulton
County, GA
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 

	 	 	 	 	 	In Lieu Filing of
Financing Statement No.
1 20003135, Filed on
07/03/00 in Clayton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	50617564	 	02/14/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Boeing Company, for
itself and as agent for
its Affiliates

	 	50700758	 	03/04/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Boeing Company, for
itself and as agent for
its Affiliates

	 	50700832	 	03/04/05
	 	Certificates
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Goodyear Tire & Rubber
Company

	 	50798216	 	03/04/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Goodyear Tire & Rubber
Company

	 	51494872	 	05/16/05
	 	Termination of 50798216
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, not in its
individual capacity, but
solely as Owner Trustee

	 	50799180	 	03/14/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	50870767	 	03/15/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887332	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887357	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887365	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887373	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887381	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887399	 	03/21/05
	 	Equipment Lease






34









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887407	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887423	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887431	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887449	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887456	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887464	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887472	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887548	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887555	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887563	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887571	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887589	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887597	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887605	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887613	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887621	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887639	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887647	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887654	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887662	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887670	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887688	 	03/21/05
	 	Equipment Lease






35









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887696	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50895830	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	50887613	 	03/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Union Commercial
Corporation, successor by
Merger to Wachovia Leasing
Corporation

	 	50915828	 	03/24/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	50900432	 	03/22/05
	 	Amendment to Collateral
Description ( 43375955)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	43375955	 	12/01/04
	 	Blanket Lien1
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	51573337	 	05/20/05
	 	Amendment to Collateral
Description ( 43375955)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	52520170	 	08/12/05
	 	Amendment to Collateral
Description ( 43375955)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Air Liquide Industrial U S
LP

	 	51001388	 	04/01/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Air Liquide Industrial U S
LP

	 	52833094	 	09/13/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51173633	 	04/15/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	51319384	 	04/21/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	51412551	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	51412627	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	51412650	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	51412734	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	51448811	 	04/28/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51453977	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454017	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454116	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454132	 	05/11/05
	 	Equipment








 




			
	1	 	Lien to be released at closing.





36









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454173	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454215	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454249	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454256	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454264	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454280	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454322	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454355	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454389	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454405	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454413	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank, N.A., as Loan
Trustee

	 	51454421	 	05/11/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	CEF 2002 Aircraft, LLC

	 	51522920	 	5/17/2005
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51537597	 	05/18/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51551564	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51553222	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51554543	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51551564	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	51555136	 	05/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	C.I.T. Leasing Corporation

	 	51601674	 	05/24/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51616540	 	05/25/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51616672	 	05/25/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51680579	 	06/01/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51680678	 	06/01/05
	 	Equipment Lease






37









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	51743393	 	05/26/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	51758128	 	05/31/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51827097	 	06/14/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51826842	 	06/14/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	51902478	 	06/16/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51990895	 	06/28/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	51990929	 	06/28/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52086743	 	07/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52087154	 	07/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	52184050	 	07/06/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	NCR Self-Service Travel LLC

	 	52189000	 	7/15/2005
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52223502	 	07/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52223577	 	07/19/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	52238641	 	07/12/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52367127	 	08/01/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52367283	 	08/01/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52414218	 	08/04/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52414424	 	08/04/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52494491	 	08/11/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52494640	 	08/11/05
	 	Equipment Lease






38









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52542612	 	08/16/05
	 	In Lieu Filing for
Financing Statement No.
06020021418, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52542844	 	08/16/05
	 	In Lieu Filing for
Financing Statement No.
06020021419, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52543552	 	08/16/05
	 	In Lieu Filing for
Financing Statement No.
060200021420, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52544048	 	08/16/05
	 	In Lieu Filing for
Financing Statement No.
06020021421, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	52566264	 	08/12/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52573633	 	08/18/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52573682	 	08/18/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52612142	 	08/22/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52612290	 	08/22/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52622703	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021422, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52623131	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
06020021423, Filed on
11/16/00 in Fulton
County, GA


Equipment






39









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52623255	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
06020021424, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52624378	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021425, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52624691	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
52624691, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52625011	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021427, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52625227	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
06020021428, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52625466	 	08/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021429, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	NCR Corporation

	 	52708767	 	08/31/05
	 	All Products
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Union Commercial
Corporation,

	 	43295047	 	11/17/04
	 	In Lieu Filing for
Financing Statement No.
060200000957, Filed on
01/13/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52738525	 	09/02/05
	 	In Lieu Filing for
Financing Statement No.
060200021430, Filed on
11/16/00 in Fulton
County, GA


Equipment






40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Volvo Aero Services LP

	 	52784743	 	09/08/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52794221	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Wilmington Trust Company

	 	52794577	 	9/9/2005
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52794890	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52795004	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52795087	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52795236	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52797596	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52797810	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wilmington Trust Company

	 	52798388	 	09/09/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	52817006	 	09/06/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	52820299	 	09/13/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	U.S. Bank National
Association;



Assignor Secured Party:

	 	52820414	 	9/13/2005
	 	Equipment Lease
	 	 	 	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The CIT Group/Equipment
Financing, Inc.

	 	52833300	 	09/0805
	 	In Lieu Filing for
Financing Statement No.
31 2005538, Filed on
11/17/00 in GA, SOS 


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Boeing Company

	 	52837665	 	09/13/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Union Commercial
Corporation, successor by
merger to Corestates
Leasing, Inc.

	 	52841592	 	09/14/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Union Commercial
Corporation, successor by
merger to Corestates
Leasing, Inc.

	 	52841865	 	09/14/05
	 	Amendment to Secured
Party Information
(52841592)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Union Commercial
Corporation, successor by
merger to Wachovia Leasing
Corporation

	 	52841717	 	09/14/05
	 	Equipment






41









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52875814	 	09/16/05
	 	In Lieu Filing for
Financing Statement No.
060200021431, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52876515	 	09/16/05
	 	In Lieu Filing for
Financing Statement No.
060200021433, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 
	 	 	 	 	U.S. Bank National
Association, as Loan
Trustee

	 	52876416	 	9/16/2005
	 	In Lieu Filing for
Financing Statement No.
060200021432, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52876606	 	09/16/05
	 	In Lieu Filing for
Financing Statement No.
060200021434, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52876663	 	09/16/05
	 	In Lieu Filing for
Financing Statement No.
060200021435, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation

	 	52877695	 	09/16/05
	 	Blanket Lien2
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52939016	 	09/22/05
	 	In Lieu Filing for
Financing Statement No.
060200021436, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52948488	 	09/23/05
	 	Amendment to Collateral
Description (52939016)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52939230	 	09/22/05
	 	In Lieu Filing for
Financing Statement No.
06020021437, Filed on
11/16/00 in Fulton
County, GA


Equipment








 




			
	2	 	Lien to be released at closing.






42








 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52947944	 	09/23/05
	 	Amendment to Collateral
Description (52939230)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52948157	 	09/23/05
	 	Amendment to Collateral
Description (52939230)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52939750	 	09/22/05
	 	In Lieu Filing for
Financing Statement No.
060200021438, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Delta Air Lines, Inc.

	 	52948223	 	9/23/2005
	 	Amendment (referencing

52939750)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52940469	 	09/22/05
	 	In Lieu Filing for
Financing Statement No.
060200021439, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52941327	 	09/22/05
	 	In Lieu Filing for
Financing Statement No.
060200021440, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express Travel
Related Services Company,
Inc., as Collateral Agent

	 	52943125	 	09/22/05
	 	Blanket Lien3
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52950393	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021441, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52950575	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021455, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52950815	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021456, Filed on
11/16/00 in Fulton
County, GA


Equipment








 




			
	3	 	Lien to be released at closing.





43









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52950906	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021414, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52951383	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021415, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52951987	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021416, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52952159	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
06020021417, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52952597	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021442, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52953579	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
060200021443, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52953967	 	09/23/05
	 	In Lieu Filing for
Financing Statement No.
06020021444, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	52957786	 	09/19/05
	 	Equipment Lease






44









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52973205	 	09/26/05
	 	In Lieu Filing for
Financing Statement No.
060200021445, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52973809	 	09/26/05
	 	Amendment to Debtor
Information (52973205)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52973338	 	09/26/05
	 	In Lieu Filing for
Financing Statement No.
060200021446, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52975820	 	09/26/05
	 	In Lieu Filing for
Financing Statement No.
060200021447, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52976067	 	09/26/05
	 	In Lieu Filing for
Financing Statement No.
060200021448, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52981695	 	09/27/05
	 	In Lieu Filing for
Financing Statement No.
06020021449, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52985464	 	09/27/05
	 	In Lieu Filing for
Financing Statement No.
060200021450, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52985605	 	09/27/05
	 	[No Description]
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52986330	 	09/27/05
	 	In Lieu Filing for
Financing Statement No.
060200021452, Filed on
11/16/00 in Fulton
County, GA


Equipment






45









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52986439	 	09/27/05
	 	In Lieu Filing for
Financing Statement No.
060200021453, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	52986660	 	09/27/05
	 	In Lieu Filing for
Financing Statement No.
06020021454, Filed on
11/16/00 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	53320471	 	10/20/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric Capital
Corporation, as Collateral
Agent for the Secured
Parties

	 	53321693	 	10/25/05
	 	Real Property
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	53387199	 	10/27/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	53660546	 	11/18/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Financial
Services, Inc. successor
by merger to Wachovia
Leasing Corporation

	 	53942605	 	12/20/05
	 	In Lieu Filing for
Financing Statement No.
0602000106697, Filed on
04/10/01 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	CEF 2002 Aircraft, LLC

	 	53955532	 	12/14/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Financial
Services, Inc. successor
by merger to Wachovia
Leasing Corporation

	 	54035763	 	12/20/05
	 	In Lieu Filing for
Financing Statement No.
0602000100582, Filed on
01/19/01 in Fulton
County, GA


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York Trust
Company, N.A.

	 	60135905	 	01/05/06
	 	In Lieu Filing for
Financing Statement No.
85-274962, Filed on
11/13/85 in CA, SOS


In Lieu Filing for
Financing Statement No.
0103160178, Filed on
01/29/01 in CA, SOS


Certain Space and
Facilities at LAX






46









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	60343079	 	01/23/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	60473934	 	01/30/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	61136308	 	03/27/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	61374792	 	04/17/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	61497601	 	04/28/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	61589159	 	05/05/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York, as
Indenture Trustee

	 	61722990	 	05/22/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	62020725	 	06/13/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	62020782	 	06/13/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	62117158	 	06/16/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company

	 	62136380	 	06/21/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	62291672	 	07/03/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	62291730	 	07/03/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	62457455	 	07/17/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	62457505	 	07/17/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	62765725	 	08/09/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	62765899	 	08/09/06
	 	[No Collateral

Information Provided]






47









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63007002	 	08/29/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63272358	 	09/21/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63007093	 	08/29/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63272416	 	09/21*06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63007093	 	08/29/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63506995	 	10/11/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee

	 	63507027	 	10/11/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63530599	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63531217	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	63531605	 	10/11/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63532249	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63532777	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63581477	 	10/16/06
	 	Termination of 63532777
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63539491	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63581568	 	10/16/06
	 	Termination of 63539491
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63540515	 	10/12/06
	 	Equipment






48









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63539657	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63541026	 	10/12/06
	 	Equipment
	 
	 	 	 	 	U.S. Bank National
Association, as Loan
Trustee

	 	63542669	 	10/12/2006
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63541752	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546108	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546108	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546413	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546686	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546710	 	10/12/2006
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546777	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546827	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546876	 	10/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	U.S. Bank National
Association, as Loan
Trustee

	 	63546900	 	10/12/2006
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63553922	 	10/13/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63554136	 	10/13/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63555158	 	10/13/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, as Loan
Trustee

	 	63555554	 	10/13/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York Trust
Company, N.A., as
Indenture Trustee

	 	63604766	 	10/17/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York Trust
Company, N.A., as
Indenture Trustee

	 	63604774	 	10/17/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	The Bank of New York Trust
Company, N.A., as
Indenture Trustee

	 	63604782	 	10/17/06
	 	Equipment Lease






49









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	The Bank of New York Trust
Company, N.A., as
Indenture Trustee

	 	63604790	 	10/17/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Manufactures and Traders
Trust Company, as Loan
Trustee

	 	63802394	 	10/31/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Manufactures and Traders
Trust Company, as Loan
Trustee

	 	63802444	 	10/31/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Advantage Sign Supply, Inc.

	 	63932043	 	11/10/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	63989605	 	11/15/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association

	 	63989878	 	11/15/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0100544	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0100684	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0100718	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0100684	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102219	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102276	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102342	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102425	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102508	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102797	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0102904	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0103019	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0103076	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0103100	 	01/09/07
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Aviation Capital Group
Corp.

	 	2007 0103167	 	01/09/07
	 	Equipment






50









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	U.S. Bank National
Association, not in its
individual capacity, but
solely as owner trustee

	 	2007 0402163
	 	01/31/07
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	U.S. Bank National
Association, not in its
individual capacity, but
solely as owner trustee

	 	2007 0402353
	 	01/31/07
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 





Delta Air Lines, Inc. Subsidiaries




	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	ASA Holdings, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Cooperative

Authority, GA -

UCCs
	 	02/22/07
	 	General Electrical
Capital
Corporation, as
Collateral Agent

	 	060-2005-11335
	 	09/09/05
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	060-2005-11856
	 	09/22/05
	 	Termination of


060-2005-11335
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	General Electrical
Capital
Corporation, as
Collateral Agent

	 	060-2005-14859
	 	12/02/05
	 	Correction of 


060-2005-011335. File No. 


060-2005-011856 is void. 


File No. 060-2005-011335


to remain active
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	General Electrical
Capital Corporation

	 	060-2005-11736
	 	09/19/05
	 	Blanket Lien4
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	060-2005-11943
	 	09/23/05
	 	Blanket Lien5








 




			
	4	 	Lien to be released at closing.
	 
	5	 	Lien to be released at closing.





51









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 		 	 
	Searched	 	File Date	 	Secured Party	 	File No.	 	File
Date	 	Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	General Electrical
Capital
Corporation, as
Collateral Agent

	 	060-2005-14022	 	11/09/05
	 	Blanket Lien6
	 	 	 	 	 
	 	 	 	 	 	 
	Comair Holdings, LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	United Rentals

	 	50951963	 	03/29/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electrical
Capital Corporation

	 	52877653	 	09/16/05
	 	Blanket Lien7
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52942762	 	09/22/05
	 	Blanket Lien8
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Comair Services,
Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
KY — UCCs
	 	02/28/07
	 	General Electrical
Capital Corporation

	 	2005-2117658-57	 	09/19/05
	 	Blanket Lien9
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/28/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	2005-2118802-39	 	09/23/05
	 	Blanket Lien10
	 	 	 	 	 
	 	 	 	 	 	 
	Comair, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
OH — UCCs
	 	02/22/07
	 	Wilmington Trust
Company

	 	AE97065


Roll/Frame: 
/1276_1085
	 	09/30/91
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	71119603801


Roll/Frame:
	 	07/11/96
	 	Continuation of AE97065
	 	 	 	 	 

	 	/1621_2719	 	 	 	 








 




			
	6	 	Lien to be released at closing.
	 
	7	 	Lien to be released at closing.
	 
	8	 	Lien to be released at closing.
	 
	9	 	Lien to be released at closing.
	 
	10	 	Lien to be released at closing.





52









 





	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	File Date	 	Secured Party	 	File No.	 	File
Date	 	Description
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	4119705902


Roll/Frame:

/1663_0777
	 	04/11/97
	 	Amendment of AE97065
(change in collateral
description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20011160108


Roll/Frame:

/200111009858
	 	04/18/01
	 	Amendment of AE97065
(change in Debtor’s
address)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20011780818


Roll/Frame:
	 	06/22/01
	 	Continuation of AE97065
	 	 	 	 	 

	 	/200117701844	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20061430418


Roll/Frame:
	 	05/22/06
	 	Continuation of AE97065
	 	 	 	 	 

	 	/200614301008	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	AE97066


Roll/Frame:
	 	09/30/91
	 	Equipment Lease
	 	 	 	 	 

	 	/1276_1089	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	7119603802


Roll/Frame:
	 	07/11/96
	 	Continuation of AE97066
	 	 	 	 	 

	 	/1621_2718	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20011160110


Roll/Frame:

/200111009860
	 	04/18/01
	 	Amendment of AE97066
(change in Debtor’s
address)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20011990602


Roll/Frame:
	 	07/10/01
	 	Continuation of AE97066
	 	 	 	 	 

	 	/200119900964	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	 

	 	20022900080


Roll/Frame:

/200229001286
	 	10/15/02
	 	COR (internal office
correction of explanation
code for AE97066)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20060960628


Roll/Frame:
	 	04/06/06
	 	Continuation of AE97066
	 	 	 	 	 

	 	/200609602092	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20063480060


Roll/Frame:
	 	12/13/06
	 	Termination of AE97066
	 	 	 	 	 

	 	/200634801144	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	AH09282


Roll/Frame:
	 	12/03/91
	 	Equipment Lease
	 	 	 	 	 

	 	/1288_2907	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	6189613803


Roll/Frame:
	 	06/18/96
	 	Continuation of AH09282
	 	 	 	 	 

	 	/1613_4583	 	 	 	 






53









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	 Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	2003470472


Roll/Frame:

/200034700538
	 	11/02/00
	 	Amendment of AH09282
(change in collateral
description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20012780362


Roll/Frame:

/200127802116
	 	04/18/01
	 	Amendment of
AH09282(change in
Debtor’s address)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	 

	 	20012410446


Roll/Frame:

/200124003358
	 	08/28/01
	 	COR (internal office
correction of AH09282)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20012480220


Roll/Frame:
	 	09/04/01
	 	Continuation of AH09282
	 	 	 	 	 

	 	/200124801770	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20012480220


Roll/Frame:

/200124801770
	 	09/04/01
	 	Amendment of AH09282
(change in Debtor’s
address)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	 

	 	20012780360


Roll/Frame:

/200127802114
	 	10/05/01
	 	COR (internal office
correction of AH09282)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20022030194


Roll/Frame:

/200220300516
	 	07/18/02
	 	Amendment of
AH09282(change in
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20061861126


Roll/Frame:
	 	07/03/06
	 	Continuation of AH09282
	 	 	 	 	 

	 	/200618601486	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20063480064


Roll/Frame:
	 	12/13/06
	 	Termination of AH09282
	 	 	 	 	 

	 	/200634801148	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	AH31586


Roll/Frame:
	 	03/25/92
	 	Equipment Lease
	 	 	 	 	 

	 	/1313_0586	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	10189613301


Roll/Frame:
	 	10/18/96
	 	Continuation of AH31586
	 	 	 	 	 

	 	/1637_1708	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	02249735101


Roll/Frame:
	 	02/24/97
	 	Continuation of AH31586
	 	 	 	 	 

	 	/1653_0321	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	04119705901


Roll/Frame:

/1663_07761
	 	04/11/97
	 	Amendment of AH31586
(change in collateral
description)






54









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	 Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	AH31587


Roll/Frame:
	 	03/25/92
	 	Equipment Lease
	 	 	 	 	 

	 	/1313_15901	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	10189613302


Roll/Frame:
	 	10/18/96
	 	Continuation of AH31587
	 	 	 	 	 

	 	/1637_1709	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	02249735102


Roll/Frame:
	 	02/24/97
	 	Continuation of AH31587
	 	 	 	 	 

	 	/1653_0322	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	AH52830


Roll/Frame:
	 	06/30/92
	 	Equipment Lease
	 	 	 	 	

	 	/1357_1893	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	6249700601


Roll/Frame:
	 	06/24/97
	 	Continuation of AH52830
	 	 	 	 	

	 	/1673_3856	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	20020730404


Roll/Frame:
	 	03/12/02
	 	Continuation of AH52830
	 	 	 	 	

	 	/200207301604	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	AH64860


Roll/Frame:
	 	08/31/92
	 	Equipment Lease
	 	 	 	 	

	 	/1360_2860	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	06249700602


Roll/Frame:
	 	06/24/97
	 	Continuation of AH64860
	 	 	 	 	

	 	/1673_3857	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	20020730408


Roll/Frame:
	 	03/12/02
	 	Continuation of AH64860
	 	 	 	 	

	 	/200207301606	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services
Corporation #3

	 	200121960286


Roll/Frame:

/200219600174
	 	07/11/02
	 	Amendment to AH64860
(change in collateral
description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Star Bank National
Association

	 	AL31144


Roll/Frame:
	 	09/27/94
	 	Specific Equipment
	 	 	 	 	 

	 	/1513_3521	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Firstar Bank, N.A.

	 	19991060105


Roll/Frame:

/199910600801
	 	03/22/99
	 	Amendment of AL31144
(name of secured party
has changed to Firstar
Bank, N.A.)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Firstar Bank, N.A.

	 	19991470107


Roll/Frame:
	 	04/29/99
	 	Continuation of AL31144
	 	 	 	 	 

	 	/199914700787	 	 	 	 






55









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	 Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	U.S. Bank NA The
Successor In
Interest To Firstar
Bank, N.A.

	 	20040900236


Roll/Frame:

/200409002184
	 	03/30/04
	 	Continuation and
Amendment of AL31144
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	U.S. Bank N.A., the
successor in interest to Firstar Bank, N.A.

	 	20050950816


Roll/Frame:
	 	04/04/05
	 	Termination of AL31144
	 	 	 	 	

	 	/200509501956	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	AN77502


Roll/Frame:
	 	06/30/97
	 	Equipment Lease
	 	 	 	 	

	 	/1674_1132	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services Corporation #3

	 	20020730412


Roll/Frame:
	 	03/12/02
	 	Continuation of AN77502
	 	 	 	 	

	 	/200207301608	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Mellon Financial
Services
Corporation #3

	 	20021960288


Roll/Frame:

/200219600176
	 	07/11/02
	 	Amendment of AN77502
(change in collateral
description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Security
Bank, National Association

	 	AP0262300


Roll/Frame:
	 	08/14/00
	 	Specific Equipment
	 	 	 	 	

	 	/200023100061	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Security
Bank, National
Association

	 	20002950318


Roll/Frame:

/200029500120
	 	10/11/00
	 	Amendment to AP0262300
(new collateral
description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Security
Bank, National
Association

	 	20020810110


Roll/Frame:

/200108101478
	 	03/20/01
	 	Amendment to AP0262300
(new collateral
description and change in
Debtor’s address)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	20013550090


Roll/Frame:

/200135501326
	 	12/20/01
	 	Amendment to AP0262300.
Secured Party of record
is now Wells Fargo Bank
Northwest, N.A. New
collateral description.
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	20013600214


Roll/Frame:

/200136000520
	 	12/21/01
	 	Amendment to AP0262300.
Secured Party of record
is now Wells Fargo Bank
Northwest, N.A. New
collateral description.
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association.

	 	20050480422


Roll/Frame:

/200504800860
	 	02/16/05
	 	Amendment to AP0262300.
Secured Party of record
is now Wells Fargo Bank
Northwest, National
Association
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association.

	 	20050480426


Roll/Frame:
	 	02/16/05
	 	Continuation of AP0262300
	 	 	 	 	

	 	/200504800862	 	 	 	 






56









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	 Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP280186


Roll/Frame:
	 	09/14/00
	 	Equipment Lease
	 	 	 	 	

	 	/200027000064	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060466


Roll/Frame:

/200310501552
	 	04/14/03
	 	Amendment of AP280186
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051020110


Roll/Frame:
	 	04/08/05
	 	Continuation of AP280186
	 	 	 	 	

	 	/200510103136	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP282471


Roll/Frame:
	 	09/25/00
	 	Equipment Lease
	 	 	 	 	

	 	/200028600018	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060462


Roll/Frame:

/200310501548
	 	04/14/03
	 	Amendment of AP282471
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051020112


Roll/Frame:
	 	04/08/05
	 	Continuation of AP282471
	 	 	 	 	

	 	/200510103138	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP282473


Roll/Frame:
	 	09/25/00
	 	Equipment Lease
	 	 	 	 	

	 	/200028600020	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060482


Roll/Frame:

/200310501560
	 	04/14/03
	 	Amendment of AP282471
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051020114


Roll/Frame:
	 	04/08/05
	 	Continuation of AP282473
	 	 	 	 	

	 	/200510103140	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP282475


Roll/Frame:
	 	09/25/00
	 	Equipment Lease
	 	 	 	 	

	 	/200028600022	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060460


Roll/Frame:

/200310501546
	 	04/14/03
	 	Amendment of AP282475
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051020116


Roll/Frame:
	 	04/08/05
	 	Continuation of AP282475
	 	 	 	 	

	 	/200510103142	 	 	 	 






57









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	 Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP282478


Roll/Frame:
	 	09/25/00
	 	Equipment Lease
	 	 	 	 	

	 	/200028600024	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060480


Roll/Frame:

/200310501558
	 	04/14/03
	 	Amendment of AP282478
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051020118


Roll/Frame:
	 	04/08/05
	 	Continuation of AP282478
	 	 	 	 	

	 	/200510103144	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP288871


Roll/Frame:
	 	10/27/00
	 	Equipment Lease
	 	 	 	 	

	 	/200030700212	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060468


Roll/Frame:

/200310501554
	 	04/14/03
	 	Amendment of AP288871
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051650074


Roll/Frame:
	 	06/13/05
	 	Continuation of AP288871
	 	 	 	 	

	 	/200516403110	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP288873


Roll/Frame:
	 	10/27/00
	 	Equipment Lease
	 	 	 	 	

	 	/200030700214	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060476


Roll/Frame:

/200310501556
	 	04/14/03
	 	Amendment of AP28887371
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060488


Roll/Frame:

/200310501566
	 	04/14/03
	 	Amendment of AP2888873
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association

	 	20051650076


Roll/Frame:
	 	06/13/05
	 	Continuation of AP288873
	 	 	 	 	

	 	/200516403112	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP297326


Roll/Frame:
	 	11/28/00
	 	Equipment Lease
	 	 	 	 	

	 	/200034200568	 	 	 	 






58









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File  Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060484



Roll/Frame:


/200310501562
	 	04/14/03
	 	Amendment of AP297326
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association, as
Indenture Trustee

	 	20052280334


	 	08/12/05
	 	Continuation of AP297326
	 	 	 	 	 	Roll/Frame:

/200522800604	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP297327


	 	11/28/00
	 	Equipment Lease
	 	 	 	 	

	 	Roll/Frame:

/200034200570	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060490

Roll/Frame:
/200310501568
	 	04/14/03
	 	Amendment of AP297327
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association, as
Indenture Trustee

	 	20052280332



Roll/Frame:
	 	08/12/05
	 	Continuation of AP297327
	 	 	 	 	

	 	/200522800602	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP301657


	 	12/21/00
	 	Equipment Lease
	 	 	 	 	

	 	Roll/Frame:

/200100200474	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as
Lessor

	 	20010670252



Roll/Frame:


	 	03/02/01
	 	Amendment of AP301657
(change in collateral
description)
	 	 	 	 	 
	 	/200100200474	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank Northwest, National
Association, as
Indenture Trustee

	 	20031060496


Roll/Frame:

/200310501570	 	04/14/03
	 	Amendment of AP301657 (Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association, as
Indenture Trustee

	 	20052280330


	 	08/12/05
	 	Continuation of AP301657
	 	 	 	 	 	Roll/Frame:

/200522800600	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP301658


	 	12/21/00
	 	Equipment Lease
	 	 	 	 	

	 	Roll/Frame:

/200100200476	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as
Lessor

	 	20010670258



Roll/Frame:

/200106600786
	 	03/02/01
	 	Amendment of AP301658
(change in collateral
description)






59









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060486


Roll/Frame:

/200310501564
	 	04/14/03
	 	Amendment of AP301658
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association, as
Indenture Trustee

	 	20051860140


Roll/Frame:
	 	06/30/05
	 	Continuation of AP301658
	 	 	 	 	 

	 	/200518201744	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as Lessor

	 	AP309414


Roll/Frame:
	 	01/30/01
	 	Equipment Lease
	 	 	 	 	

	 	/200104100394	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Indenture Trustee

	 	20031060498


Roll/Frame:

/200310501572
	 	04/14/03
	 	Amendment of AP309414
(Secured party of record
is now Wells Fargo Bank
Northwest, National
Association, as Indenture
Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association, as
Indenture Trustee

	 	20052490508


Roll/Frame:
	 	09/01/05
	 	Continuation of AP309414
	 	 	 	 	 

	 	/200524901370	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Security Bank
of Utah, National
Association

	 	OH00038470796


Roll/Frame:

/200125600336
	 	09/12/01
	 	In-Lieu Filing of
Financing Statement No.
187281, Filed on 12/03/91
in Boone County, OH,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association

	 	20021570082


Roll/Frame:

/200215603052
	 	06/04/02
	 	Amendment of
OH00038470796 (Secured
party of record is now
Wells Fargo Bank
Northwest, National
Association)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20030930394


Roll/Frame:

/200309301578
	 	04/02/03
	 	Amendment of
OH00038470796 (change in
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20060960676


Roll/Frame:

/200609602124
	 	04/06/06
	 	Continuation of
OH00038470796
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20063480062


Roll/Frame:

/200609602124
	 	12/13/06
	 	Termination of
OH00038470796
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party

	 	OH00041653325


Roll/Frame:

/200133000294
	 	11/23/01
	 	In-Lieu Filing of
Financing Statement No.
248165, Filed on 01/28/97
in Boone County, KY,
Equipment Lease






60









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20031060456


Roll/Frame:

/200310501542
	 	04/14/03
	 	Amendment of
OH00041653325 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20061450636


Roll/Frame:

/200614501092
	 	05/24/06
	 	Continuation of
OH00041653325
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party

	 	OH00041654004


Roll/Frame:

/200133000296
	 	11/23/01
	 	In-Lieu Filing of
Financing Statement No.
248164, Filed on 01/28/97
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20031060458


Roll/Frame:

/200310501544
	 	04/14/03
	 	Amendment of
OH00041654004 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20061450638


Roll/Frame:

/200614501094
	 	05/24/06
	 	Continuation of
OH00041654004
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party

	 	OH00041654559


Roll/Frame:

/200133000298
	 	11/23/01
	 	In-Lieu Filing of
Financing Statement No.
248163, Filed on 01/28/97
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20031060454


Roll/Frame:

/200310501540
	 	04/14/03
	 	Amendment of
OH00041654559 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20061450642


Roll/Frame:

/200614501096
	 	05/24/06
	 	Continuation of
OH00041654559
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party

	 	OH00041655561


Roll/Frame:

/200133000300
	 	11/23/01
	 	In-Lieu Filing of
Financing Statement No.
250165, Filed on
04//18/97 in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20031060452


Roll/Frame:

/200310501538
	 	04/14/03
	 	Amendment of
OH00041655561 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20061450646


Roll/Frame:

/200614501098
	 	05/24/06
	 	Continuation of
OH00041655561






61









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party

	 	OH00041655894


Roll/Frame:

/200133000302
	 	11/23/01
	 	In-Lieu Filing of
Financing Statement No.
251102, Filed on04/22/97
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20031060464


Roll/Frame:

/200310501550
	 	04/14/03
	 	Amendment of
OH00041655894 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
N.A., as Indenture
Trustee

	 	20061450650


Roll/Frame:

/200614501100
	 	05/24/06
	 	Continuation of
OH00041655894
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00044362432


Roll/Frame:
	 	01/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200202501748	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	20062060940


Roll/Frame:

/200620601386
	 	07/24/06
	 	Continuation of
OH00044362432
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00045727497


Roll/Frame:
	 	02/27/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200205902952	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100162


Roll/Frame:

/200230902018
	 	11/04/02
	 	Termination of
OH00045727497
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00047105966


Roll/Frame:
	 	03/29/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200209102992	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100158


Roll/Frame:

/200230902016
	 	11/04/02
	 	Termination of
OH00047105966
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00048813605


Roll/Frame:
	 	05/03/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200212603524	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100156


Roll/Frame:

/200230902014
	 	11/04/02
	 	Termination of
OH00048813605
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00048905842


Roll/Frame:
	 	05/06/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200212702472	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	OH00050222121


Roll/Frame:

/200215801052
	 	06/06/02
	 	In-Lieu Filing of
Financing Statement No.
256841, Filed on 09/24/97
in Boone County, KY,
Equipment Lease






62









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	20070120648


Roll/Frame:

/200701200954
	 	01/11/07
	 	Termination of
OH00050222121
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	OH00050222676


Roll/Frame:

/200215801054
	 	06/06/02
	 	In-Lieu Filing of
Financing Statement No.
256842, Filed on 09/24/97
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	20070120650


Roll/Frame:

/200701200956
	 	01/11/07
	 	Continuation of
OH00050222676
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	OH00050222898


Roll/Frame:

/200215801056
	 	06/06/02
	 	In-Lieu Filing of
Financing Statement No.
258563, Filed on 11/25/97
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	20070120656


Roll/Frame:

/200701200962
	 	01/11/07
	 	Continuation of
OH00050222898
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	OH00050223133


Roll/Frame:

/200215801058
	 	06/06/02
	 	In-Lieu Filing of
Financing Statement No.
258564, Filed on 11/25/97
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	20070120652


Roll/Frame:

/200701200958
	 	01/11/07
	 	Continuation of
OH00050223133
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	OH00050223244


Roll/Frame:

/200215801060
	 	06/06/02
	 	In-Lieu Filing of
Financing Statement No.
260248, Filed on 11/27/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	20070120654


Roll/Frame:

/200701200960
	 	01/11/07
	 	Continuation of
OH00050223244
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Lessor

	 	OH00050777732


Roll/Frame:
	 	06/18/02
	 	Equipment Lease
	 	 	 	 	 

	 	/200217002436	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Lessor

	 	20070370244


Roll/Frame:

/200703700716
	 	02/06/07
	 	Continuation of
OH00050777732
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Lessor

	 	OH00050777843


Roll/Frame:
	 	06/18/02
	 	Equipment Lease
	 	 	 	 	 

	 	/200217002438	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Lessor

	 	20022030190


Roll/Frame:

/200220300512
	 	07/18/02
	 	Amendment of
OH00050777843 (new
collateral description)






63









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A. as
Trustee

	 	20052420362


Roll/Frame:

/200524201296
	 	08/26/05
	 	Assignment of
OH00050777843 to Wells
Fargo Bank Northwest,
N.A. as Trustee
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Lessor

	 	OH00050777954


Roll/Frame:
	 	06/18/02
	 	Equipment Lease
	 	 	 	 	 

	 	/200217002440	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Lessor

	 	20023020420


Roll/Frame:

/200230200852
	 	10/25/02
	 	Amendment of
OH00050777954 (new
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	20063480068


Roll/Frame:

/200634801152
	 	12/13/06
	 	Termination of
OH00050777954
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	OH00050778188


Roll/Frame:

/200217002442
	 	06/18/02
	 	Debtor’s right, title and
interest in and to the
Agency Agreement
(N264CA), dated as of
02/03/92
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20022030192


Roll/Frame:

/200220300514
	 	07/18/02
	 	Amendment of
OH00050778188 (new
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, Indenture
Trustee, Lessor

	 	20052420320


Roll/Frame:

/200524201294
	 	08/26/05
	 	Assignment of
OH00050778188 to Wells
Fargo Bank Northwest,
N.A. as Owner Trustee,
Lessee
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	OH00050778300


Roll/Frame:

/200217002444
	 	06/18/02
	 	Debtor’s right, title and
interest in and to the
Agency Agreement
(N267CA), dated as of
03/23/92
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	20063480070


Roll/Frame:

/200634801154
	 	12/13/06
	 	Termination of
OH00050778300
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	OH00050778411


Roll/Frame:

/200217002446
	 	06/18/02
	 	Debtor’s right, title and
interest in and to the
Agency Agreement
(N268CA), dated as of
03/23/92
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	20023020416


Roll/Frame:

/200230200850
	 	10/25/02
	 	Amendment to
OH00050778411 (new
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Lessor

	 	20063480066


Roll/Frame:

/200634801150
	 	12/13/06
	 	Termination of
OH00050778411
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00050873473


Roll/Frame:
	 	06/20/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200217202302	 	 	 	 






64









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100150


Roll/Frame:

/200230902010
	 	11/04/02
	 	Termination of
OH00050873473
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00050873584


Roll/Frame:
	 	06/20/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200217202304	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100152


Roll/Frame:

/200230902012
	 	11/04/02
	 	Termination of
OH00050873584
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00051624750


Roll/Frame:
	 	07/09/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200219200160	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100146


Roll/Frame:

/200230902008
	 	11/04/02
	 	Termination of
OH00051624750
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00051997789


Roll/Frame:

/200219902106
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
263171, Filed on
03/30/981 in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320640


Roll/Frame:

/200703200840
	 	01/31/07
	 	Continuation of
OH00051997789
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00051998135


Roll/Frame:

/200219902108
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
263170, Filed on 03/30/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320642


Roll/Frame:

/200703200842
	 	01/31/07
	 	Continuation of
OH00051998135
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH0051998468


Roll/Frame:

/200219902110
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
263169, Filed on 03/30/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320644


Roll/Frame:

/200703200844
	 	01/31/07
	 	Continuation of
OH0051998468
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH0051998791


Roll/Frame:

/200219902112
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
266870, Filed on 06/01/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320546


Roll/Frame:

/200703200766
	 	01/31/07
	 	Continuation of
OH0051998791






65









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00051999036


Roll/Frame:

/200219902114
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
266871, Filed on 06/01/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320550


Roll/Frame:

/200703200768
	 	01/31/07
	 	Continuation of
OH00051999036
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00051999369


Roll/Frame:

/200219902116
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
268285, Filed on 06/24/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320552


Roll/Frame:

/200703200770
	 	01/31/07
	 	Continuation of
OH00051999369
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00051999692


Roll/Frame:

/200219902118
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
269593, Filed on 07/28/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320558


Roll/Frame:

/200703200774
	 	01/31/07
	 	Continuation of
OH00051999692
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00051999814


Roll/Frame:

/200219902120
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
269592, Filed on 07/28/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320562


Roll/Frame:

/200703200776
	 	01/31/07
	 	Continuation of
OH00051999814
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052000183


Roll/Frame:

/200219902122
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
270795, Filed on 08/27/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320564


Roll/Frame:

/200703200778
	 	01/31/07
	 	Continuation of
OH00052000183
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052000294


Roll/Frame:

/200219902124
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
271984, Filed on 09/28/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320566


Roll/Frame:

/200703200780
	 	01/31/07
	 	Continuation of
OH00052000294






66









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052000638


Roll/Frame:

/200219902126
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
273710, Filed on 11/23/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320574


Roll/Frame:

/200703200786
	 	01/31/07
	 	Continuation of
OH00052000638
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052000850


Roll/Frame:

/200219902128
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
277797, Filed on 03/09/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320580


Roll/Frame:

/200703200790
	 	01/31/07
	 	Continuation of
OH00052000850
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052001084


Roll/Frame:

/200219902130
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
277796, Filed on 03/09/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320582


Roll/Frame:

/200703200792
	 	01/31/07
	 	Continuation of
OH00052001084
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052001206


Roll/Frame:

/200219902132
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
277795, Filed on 03/09/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320584


Roll/Frame:

/200703200794
	 	01/31/07
	 	Continuation of
OH00052001206
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052001428


Roll/Frame:

/200219902134
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
283357, Filed on 06/20/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320590


Roll/Frame:

/200703200798
	 	01/31/07
	 	Continuation of
OH00052001428
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052002096


Roll/Frame:

/200219902136
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
283358, Filed on 06/28/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320592


Roll/Frame:

/200703200800
	 	01/31/07
	 	Continuation of
OH00052002096






67









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052002218


Roll/Frame:

/200219902138
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
283359, Filed on 06/28/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320594


Roll/Frame:

/200703200802
	 	01/31/07
	 	Continuation of
OH00052002218
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052002430


Roll/Frame:

/200219902140
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
283360, Filed on 06/28/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320598


Roll/Frame:

/200703200804
	 	01/31/07
	 	Continuation of
OH00052002430
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052002541


Roll/Frame:

/200219902142
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
286874, Filed on 09/27/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320600


Roll/Frame:

/200703200806
	 	01/31/07
	 	Continuation of
OH00052002541
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052002874


Roll/Frame:

/200219902144
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
286456, Filed on 09/15/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320602


Roll/Frame:

/200703200808
	 	01/31/07
	 	Continuation of
OH00052002874
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052003119


Roll/Frame:

/200219902146
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
286873, Filed on 09/27/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320604


Roll/Frame:

/200703200810
	 	01/31/07
	 	Continuation of
OH00052003119
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052003331


Roll/Frame:

/200219902148
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
286978, Filed on 10/26/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	20042390060


Roll/Frame:

/200423802054
	 	08/23/04
	 	Termination of
OH00052003331






68









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052003664


Roll/Frame:

/200219902150
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
268286, Filed on 06/24/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320554


Roll/Frame:

/200703200772
	 	01/31/07
	 	Continuation of
OH00052003664
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052003775


Roll/Frame:

/200219902152
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
273349, Filed on 11/10/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	20040150208


Roll/Frame:

/200401500006
	 	01/12/04
	 	Amendment of
OH00052003775 (change in
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320568


Roll/Frame:

/200703200782
	 	01/31/07
	 	Continuation of
OH00052003775
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052004010


Roll/Frame:

/200219902154
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
273350, Filed on 11/10/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320572


Roll/Frame:

/200703200784
	 	01/31/07
	 	Continuation of
OH00052004010
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052004232


Roll/Frame:

/200219902156
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
274915, Filed on 12/24/98
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320576


Roll/Frame:

/200703200788
	 	01/31/07
	 	Continuation of
OH00052004232
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052004454


Roll/Frame:

/200219902158
	 	07/17/02
	 	In-Lieu Filing of
Financing Statement No.
278508, Filed on 03/24/99
in Boone County, KY,
Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320588


Roll/Frame:

/200703200796
	 	01/31/07
	 	Continuation of
OH00052004454
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052325414


Roll/Frame:

/200220602564
	 	07/25/02
	 	In-Lieu Filing of
Financing Statement No.
2008944, Filed on
06/29/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320434


Roll/Frame:

/200703200740
	 	01/31/07
	 	Continuation of
OH00052325414






69









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	National City
Leasing Corporation

	 	OH00052326193


Roll/Frame:
	 	07/25/02
	 	Equipment Lease
	 	 	 	 	 

	 	/200220602778	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052446016


Roll/Frame:

/200221101218
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2013237, Filed on
09/27/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320526


Roll/Frame:

/200703200750
	 	01/31/07
	 	Continuation of
OH00052446016
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052449264


Roll/Frame:

/200221101220
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2014327, Filed on
10/27/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320528


Roll/Frame:

/200703200752
	 	01/31/07
	 	Continuation of
OH00052449264
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052449597


Roll/Frame:

/200221101222
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2014328, Filed on
10/27/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320530


Roll/Frame:

/200703200754
	 	01/31/07
	 	Continuation of
OH00052449597
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052450065


Roll/Frame:

/200221101224
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2014990, Filed on
11/28/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320534


Roll/Frame:

/200703200756
	 	01/31/07
	 	Continuation of
OH00052450065
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052452867


Roll/Frame:

/200221101226
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2014991, Filed on
11/28/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320536


Roll/Frame:

/200703200758
	 	01/31/07
	 	Continuation of
OH00052452867
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052453091


Roll/Frame:

/200221101228
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2015496, Filed on
12/21/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320538


Roll/Frame:

/200703200760
	 	01/31/07
	 	Continuation of
OH00052453091






70









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052453102


Roll/Frame:

/200221101230
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2015497, Filed on
12/21/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320542


Roll/Frame:

/200703200762
	 	01/31/07
	 	Continuation of
OH00052453102
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052453435


Roll/Frame:

/200221101232
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2016325, Filed on
01/30/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320544


Roll/Frame:

/200703200764
	 	01/31/07
	 	Continuation of
OH00052453435
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052453657


Roll/Frame:

/200221101234
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2013238, Filed on
09/27/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320438


Roll/Frame:

/200703200744
	 	01/31/07
	 	Continuation of
OH00052453657
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052453879


Roll/Frame:

/200221101236
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2013239, Filed on
09/27/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320440


Roll/Frame:

/200703200746
	 	01/31/07
	 	Continuation of
OH00052453879
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052453980


Roll/Frame:

/200221101238
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2013240, Filed on
09/27/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320524


Roll/Frame:

/200703200748
	 	01/31/07
	 	Continuation of
OH00052453980
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052454003


Roll/Frame:

/200221101240
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
2012700, Filed on
09/14/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320436


Roll/Frame:

/200703200742
	 	01/31/07
	 	Continuation of
OH00052454003






71









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Commerzbank AG
Chicago Branch

	 	OH00052454114


Roll/Frame:

/200221101242
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
246147, Filed on
11/12/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320618


Roll/Frame:

/200703200820
	 	01/31/07
	 	Continuation of
OH00052454114
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Commerzbank AG
Chicago Branch

	 	OH00052454225


Roll/Frame:

/200221101244
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
246145, Filed on
11/12/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320620


Roll/Frame:

/200703200822
	 	01/31/07
	 	Continuation of
OH00052454225
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Commerzbank AG
Chicago Branch

	 	OH00052454336


Roll/Frame:

/200221101246
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
246146, Filed on
11/12/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320622


Roll/Frame:

/200703200824
	 	01/31/07
	 	Continuation of
OH00052454336
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Societe Generale,
Chicago Branch

	 	OH00052454447


Roll/Frame:

/200221101248
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
247132, Filed on
12/17/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320626


Roll/Frame:

/200703200828
	 	01/31/07
	 	Continuation of
OH00052454447
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Societe Generale,
Chicago Branch

	 	OH00052454558


Roll/Frame:

/200221101250
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
247146, Filed on
12/18/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320624


Roll/Frame:

/200703200826
	 	01/31/07
	 	Continuation of
OH00052454558






72









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00052636574


Roll/Frame:
	 	08/02/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200221701678	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100144


Roll/Frame:

/200230902006
	 	11/04/02
	 	Termination of
OH00052636574
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00052636685


Roll/Frame:
	 	08/02/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200221701680	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100142


Roll/Frame:

/200230902004
	 	11/04/02
	 	Termination of
OH00052636685
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052717687


Roll/Frame:

/200221801728
	 	07/29/02
	 	In-Lieu Filing of
Financing Statement No.
207671, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052718033


Roll/Frame:

/200221801730
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
207673, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052718477


Roll/Frame:

/200221801732
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
207675, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052718811


Roll/Frame:

/200221801734
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
207677, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052719045


Roll/Frame:

/200221801736
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
207679, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052719378


Roll/Frame:

/200221801738
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
207681, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment






73









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052719489


Roll/Frame:

/200221801740
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
207683, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052719934


Roll/Frame:

/200221801742
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
210115, Filed on
12/20/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052720179


Roll/Frame:

/200221801744
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
210114, Filed on
12/20/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052720513


Roll/Frame:

/20021801746
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
210612, Filed on
01/13/94, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052720846


Roll/Frame:

/200221801748
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
216564, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052721181


Roll/Frame:

/20021801750
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
216566, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052721414


Roll/Frame:

/200221801752
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
216568, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052721636


Roll/Frame:

/20021801754
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
216570, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment






74









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.,
Owner Trustee

	 	OH00052722082


Roll/Frame:

/20021801756
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
217045, Filed on
07/05/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association

	 	OH00052722193


Roll/Frame:

/200221801758
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
229127, Filed on
06/26/95, Most Recent
Continuation Date
04/05/00 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association

	 	OH00052722426


Roll/Frame:

/200221801760
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
229129, Filed on
06/26/95, Most Recent
Continuation Date
04/19/00 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association

	 	OH00052722648


Roll/Frame:

/20221801762
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
229160, Filed on
06/27/95, Most Recent
Continuation Date
05/19/00 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association

	 	OH00052722860


Roll/Frame:

/200221801764
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
231083, Filed on
08/24/95, Most Recent
Continuation Date
04/25/00 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association

	 	OH00052723094


Roll/Frame:

/200221801766
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
231559, Filed on
09/08/95, Most Recent
Continuation Date
04/25/00 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052735807


Roll/Frame:

/200221801786
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
234123, Filed on
12/01/95, Most Recent
Continuation Date
04/19/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052736253


Roll/Frame:

/200221801788
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
232198, Filed on
09/27/95, Most Recent
Continuation Date
04/19/00 in Boone County,
KY, Equipment Lease






75









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052736697


Roll/Frame:

/20021801790
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
243653, Filed on
12/20/95, Most Recent
Continuation Date
06/21/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052736920


Roll/Frame:

/200221801792
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
235467, Filed on
01/24/96, Most Recent
Continuation Date
11/01/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052737265


Roll/Frame:

/20021801794
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
236426, Filed on
01/28/96, Most Recent
Continuation Date
11/01/00 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052737609


Roll/Frame:

/200221801796
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
242728, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052738055


Roll/Frame:

/200221801798
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
242727, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052738388


Roll/Frame:

/200221801800
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
242725, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052738611


Roll/Frame:

/20021801802
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
242724, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052738944


Roll/Frame:

/200221801804
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
242726, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease






76









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052868101


Roll/Frame:

/200222100770
	 	08/05/02
	 	In-Lieu Filing of
Financing Statement No.
2001593, Filed on
02/14/00, in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320608


Roll/Frame:

/200703200812
	 	01/31/07
	 	Continuation of
OH00052868101
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052868434


Roll/Frame:

/200222100772
	 	08/07/02
	 	In-Lieu Filing of
Financing Statement No.
2003326, Filed on
03/23/00, in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320614


Roll/Frame:

/200703200816
	 	01/31/07
	 	Continuation of
OH00052868434
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052868878


Roll/Frame:

/200222100774
	 	08/07/02
	 	In-Lieu Filing of
Financing Statement No.
2001592, Filed on
02/14/00, in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320610


Roll/Frame:

/200703200814
	 	01/31/07
	 	Continuation of
OH00052868878
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052869113


Roll/Frame:

/200222100776
	 	08/07/02
	 	In-Lieu Filing of
Financing Statement No.
2003328, Filed on
03/23/00, in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320616


Roll/Frame:

/200703200818
	 	01/31/07
	 	Continuation of
OH00052869113
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A.

	 	OH00052869446


Roll/Frame:

/200222100778
	 	08/07/02
	 	In-Lieu Filing of
Financing Statement No.
2008945, Filed on
06/29/00, in Boone
County, KY, Equipment
Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	20070320432


Roll/Frame:

/200703200738
	 	01/31/07
	 	Continuation of
OH00052869446
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Firstar Bank, N.A.

	 	OH00052896887


Roll/Frame:
	 	08/08/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200222101372	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	U.S. Bank, N.A.,
the successor in
interest to Firstar
Bank N.A.

	 	20050950814


Roll/Frame:

/200509501954
	 	04/04/05
	 	Termination of
OH00052896887






77









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	OH00052897122


Roll/Frame:

/200222101374
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
219128, Filed on
09/02/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	OH00052897677


Roll/Frame:

/200222101376
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
219656, Filed on
09/23/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	20050950808


Roll/Frame:

/200509501950
	 	04/04/05
	 	Termination of
OH00052897677
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	OH00052897788


Roll/Frame:

/200222101378
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
220417, Filed on
10/17/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	20050950806


Roll/Frame:

/200509501948
	 	04/04/05
	 	Termination of
OH00052897788
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	OH00052898023


Roll/Frame:

/200222101380
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
220954, Filed on
11/04/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	20050950804


Roll/Frame:

/200509501946
	 	04/04/05
	 	Termination of
OH00052898023
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052898245


Roll/Frame:

/200222101382
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
242729, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052898467


Roll/Frame:

/200222101384
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
242877, Filed on
07/31/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease






78









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052898790


Roll/Frame:

/200222101386
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
243669, Filed on
08/21/96, Most Recent
Continuation Date
03/28/01 in Boone County,
KY, Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052899035


Roll/Frame:

/200222101388
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
244064, Filed on
09/04/96, Most Recent
Continuation Date
03/28/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	U.S. Bank, N.A.
f/k/a State Street
Bank and Trust
Company, as Trustee

	 	20050620524


Roll/Frame:

/200506201648
	 	03/02/05
	 	Amendment of
OH00052899035 (change in
collateral description)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	State Street Bank
and Trust Company,
as Trustee

	 	OH00052899257


Roll/Frame:

/200222101390
	 	08/08/02
	 	In-Lieu Filing of
Financing Statement No.
244477, Filed on
09/17/96, Most Recent
Continuation Date
03/28/01 in Boone County,
KY, Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00053146435


Roll/Frame:
	 	08/14/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200222800024	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100140


Roll/Frame:

/200230902002
	 	11/04/02
	 	Termination of
OH00053146435
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00053626241


Roll/Frame:
	 	08/27/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200224001302	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100138


Roll/Frame:

/200230902000
	 	11/04/02
	 	Termination of
OH00053626241
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00053894985


Roll/Frame:
	 	09/05/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200224801372	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100136


Roll/Frame:

/200230901998
	 	11/04/02
	 	Termination of
OH00053894985
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	OH00054133954


Roll/Frame:

/200225500880
	 	09/11/02
	 	In-Lieu Filing of
Financing Statement No.
219128, Filed on
09/02/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment






79









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	20050950812


Roll/Frame:

/200509501952
	 	04/04/02
	 	Termination of
OH00054133954
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00054838312


Roll/Frame:
	 	10/01/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200227600432	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023100134


Roll/Frame:

/200230901996
	 	11/04/02
	 	Termination of
OH00054838312
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Key Equipment
Finance, a division of Key Corporate
Capital Inc.

	 	OH00055157925


Roll/Frame:
/200228302820
	 	10/09/02
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00055474836


Roll/Frame:
	 	10/17/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200229401268	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023650770


Roll/Frame:

/200236501722
	 	12/30/02
	 	Termination of
OH00055474836
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00056071873


Roll/Frame:
	 	10/31/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200230800090	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023650772


Roll/Frame:

/200236501724
	 	12/30/02
	 	Termination of
OH00056071873
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00056289773


Roll/Frame:
	 	11/16/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200231200012	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023650764


Roll/Frame:

/200236501720
	 	12/30/02
	 	Termination of
OH00056289773
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00056289995


Roll/Frame:
	 	11/06/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200231200022	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20023650774


Roll/Frame:

/200236501726
	 	12/30/02
	 	Termination of
OH00056289995
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00057047146


Roll/Frame:
	 	11/25/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200233001258	 	 	 	 






80









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00057209695


Roll/Frame:
	 	12/02/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200233700918	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20030270368


Roll/Frame:

/200302701232
	 	01/24/03
	 	Termination of
OH00057209695
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00057975032


Roll/Frame:
	 	12/02/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235201366	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20030270370


Roll/Frame:

/200302701234
	 	01/24/03
	 	Termination of
OH00057975032
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058170673


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801042	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058171685


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801044	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058172364


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801046	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058172708


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801048	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058173043


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801050	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058173598


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801052	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058173821


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801054	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058174722


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801056	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058175289


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801058	 	 	 	 






81









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058175845


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801060	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058176180


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801062	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058176413


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801064	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058177970


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235807066	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058178093


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801068	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058178104


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801070	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058178215


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801072	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058178326


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801074	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	Oh00058178548


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801076	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058178871


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801078	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association, as
Owner Trustee

	 	OH00058178982


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	

	 	/200235801028	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058179116


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801080	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058179449


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801082	 	 	 	 






82









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058179661


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801084	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	OH00058179772


Roll/Frame:
	 	12/23/02
	 	Specific Equipment
	 	 	 	 	 

	 	/200235801086	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00059009693


Roll/Frame:
	 	01/14/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200301501408	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220700


Roll/Frame:

/200422200892
	 	08/05/04
	 	Termination of
OH00059009693
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Export Development
Canada

	 	Oh00059209273


Roll/Frame:
	 	01/21/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200302200614	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00059356204


Roll/Frame:
	 	01/24/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200302701266	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20031840514


Roll/Frame:

/200318401436
	 	07/02/03
	 	Termination of
OH00059356204
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00059754551


Roll/Frame:
	 	02/05/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200302701264	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20032090180


Roll/Frame:

/200320900584
	 	07/25/03
	 	Termination of
OH00059754551
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00059776486


Roll/Frame:
	 	02/05/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200303702266	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20032090182


Roll/Frame:

/200320900586
	 	07/25/03
	 	Termination of
OH00059776486
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00060355326


Roll/Frame:
	 	02/24/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200305600174	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20031840512


Roll/Frame:

/200318401434
	 	07/02/03
	 	Termination of
OH00060355326






83









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00060471201


Roll/Frame:
	 	02/26/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200305801290	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20031840510


Roll/Frame:

/200318401432
	 	07/02/03
	 	Termination of
OH00060471201
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00060786309


Roll/Frame:
	 	03/06/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200306900992	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20031840508


Roll/Frame:

/200318401430
	 	07/02/03
	 	Termination of
OH00060786309
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00060970249


Roll/Frame:
	 	03/12/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200307201038	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220698


Roll/Frame:

/200422200890
	 	08/05/04
	 	Termination of
OH00060970249
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00061797666


Roll/Frame:
	 	04/02/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200309301392	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220696


Roll/Frame:

/200422200888
	 	08/05/04
	 	Termination of
OH00061797666
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00062300232


Roll/Frame:
	 	04/14/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200310500794	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20031840518


Roll/Frame:

/200318401440
	 	07/02/03
	 	Termination of
OH00062300232
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00062724896


Roll/Frame:
	 	04/23/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200311401882	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20031840516


Roll/Frame:

/200318401438
	 	07/02/03
	 	Termination of
OH00062724896
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00063496428


Roll/Frame:
	 	05/08/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200312901850	 	 	 	 






84









 







	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	200422200912


Roll/Frame:

/200318401438
	 	08/05/04
	 	Termination of
OH00063496428
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00063662693


Roll/Frame:
	 	05/13/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200313400876	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220718


Roll/Frame:

/200422200910
	 	08/05/04
	 	Termination of
OH00063662693
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00063720758


Roll/Frame:
	 	05/14/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200313500876	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220716


Roll/Frame:

/200422200908
	 	08/05/04
	 	Termination of
OH00063720758
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00063720970


Roll/Frame:
	 	05/14/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200313500878	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220712


Roll/Frame:

/200422200904
	 	08/05/04
	 	Termination of
OH00063720970
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Loan Trustee

	 	OH00065846211


Roll/Frame:
	 	7/03/03
	 	Specific Equipment
	 	 	 	 	

	 	/200318800478	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Loan Trustee

	 	OH00065846544


Roll/Frame:
	 	7/03/03
	 	Specific Equipment
	 	 	 	 	

	 	/200318800480	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Loan Trustee

	 	OH00065846655


Roll/Frame:
	 	7/03/03
	 	Specific Equipment
	 	 	 	 	

	 	/200318800482	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Loan Trustee

	 	OH00065847001


Roll/Frame:
	 	7/03/03
	 	Specific Equipment
	 	 	 	 	

	 	/200318800484	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Loan Trustee

	 	OH00065847334


Roll/Frame:
	 	7/03/03
	 	Specific Equipment
	 	 	 	 	

	 	/200318800486	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company, as Loan Trustee

	 	OH00065847667


Roll/Frame:
	 	7/03/03
	 	Specific Equipment
	 	 	 	 	

	 	/200318800488	 	 	 	 






85









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	 File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066352023


Roll/Frame:
	 	07/07/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200319900888	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220714


Roll/Frame:

/200422200906
	 	08/05/04
	 	Termination of
OH00066352023
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066352134


Roll/Frame:
	 	07/17/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200319900890	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820288


Roll/Frame:

/200418100168
	 	06/24/04
	 	Termination of
OH00066352134
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066352356


Roll/Frame:
	 	07/17/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200319900892	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820290


Roll/Frame:

/200418100170
	 	06/25/04
	 	Termination of
OH00066352356
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066352578


Roll/Frame:
	 	07/17/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200319900894	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220710


Roll/Frame:

/200422200902
	 	08/05/04
	 	Termination of
OH00066352578
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066352689


Roll/Frame:
	 	07/17/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200319900896	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20042220708


Roll/Frame:

/200422200900
	 	08/05/04
	 	Termination of
OH00066352689
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest,

 National Association, as
Security Trustee

	 	OH00066466428


Roll/Frame:
	 	07/22/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200320301040	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest,

 National Association, as
Security Trustee

	 	OH00066469010


Roll/Frame:
	 	07/22/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200320301042	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066656097


Roll/Frame:
	 	07/25/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200320900626	 	 	 	 






86









 






	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820292


Roll/Frame:

/200418100172
	 	06/25/04
	 	Termination of
OH00066656097
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066806177


Roll/Frame:
	 	07/30/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200321201126	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820298


Roll/Frame:

/200418100178
	 	06/25/04
	 	Termination of
OH00066806177
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066806399


Roll/Frame:
	 	07/30/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200321201128	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820296


Roll/Frame:

/200418100176
	 	06/25/04
	 	Termination of
OH00066806399
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00066806733


Roll/Frame:
	 	07/30/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200321201130	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820294


Roll/Frame:

/200418100174
	 	06/25/04
	 	Termination of
OH00066806733
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00067851305


Roll/Frame:
	 	08/27/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200324001740	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820300


Roll/Frame:

/200418100180
	 	06/25/04
	 	Termination of
OH00067851305
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00068110629


Roll/Frame:
	 	09/04/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200324801666	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20041820284


Roll/Frame:

/200418100166
	 	06/25/04
	 	Termination of
OH00068110629
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00069621269


Roll/Frame:
	 	01/16/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200329001202	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20040200474


Roll/Frame:

/200402000626
	 	01/15/04
	 	Termination of
OH00069621269






87









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 		 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00070636809



Roll/Frame:
	 	11/05/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200331800336	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20040200472



Roll/Frame:


/200402000624
	 	01/15/04
	 	Termination of
OH00070636809
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH00071808936



Roll/Frame:
	 	12/12/03
	 	Specific Equipment
	 	 	 	 	 

	 	/200334901784	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20040200476



Roll/Frame:

/200402000628
	 	01/15/04
	 	Termination of
OH00071808936
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National Association,

  as
Loan
 Trustee,
Mortgagee


	 	OH00072879360

Roll/Frame:


	 	01/14/04
	 	Specific Equipment
	 	 	 	 	 

	 	/200401504212	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00072880949
	 	01/14/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00072881406
	 	01/14/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital,
Inc.

	 	OH00073073111
	 	01/20/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital,
Inc.

	 	20040360686	 	02/03/04
	 	Termination of
OH00073073111
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00073618056
	 	02/05/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00073618490
	 	02/05/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00074056358
	 	02/19/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00074056914
	 	02/19/04
	 	Equipment






88









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00074057471
	 	02/19/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Banc of America
Leasing & Capital,
LLC

	 	OH00074537732
	 	03/04/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Banc of America
Leasing & Capital,
LLC

	 	20041050610	 	04/12/04
	 	Amendment to Collateral
Description
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Banc of America
Leasing & Capital,
LLC

	 	20062230528	 	08/10/06
	 	Termination of 20041050610
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	U.S. Bank National
Association

	 	OH00075876690
	 	04/08/04
	 	In Lieu Filing for
Financing Statement No.
94163843, Filed on
09/26/94 in Hamilton
County, OH


In Lieu Filing for
Financing Statement No.
219657, Filed on
09/230/94 in Boone
County, KY


Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00077195103
	 	05/12/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078106460
	 	06/07/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078859182
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078859415
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078859748
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078859960
	 	06/25/04
	 	Equipment






89









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078860216
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078860549
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078860872
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00078860872
	 	06/25/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	OH0079258129
	 	07/08/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20051240482	 	05/03/05
	 	Termination of
OH0079258129
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080406086
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080406642
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080406864
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080407098
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080407210
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080407543
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080407765
	 	08/09/04
	 	Equipment






90









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080407987
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee

	 	OH00080408111
	 	08/09/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, N.A., as
Trustee

	 	OH00080836491
	 	08/23/04
	 	In Lieu Filing for
Financing Statement No.
287978, Filed on 10/26/99
in Boone County, KY 




Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20051240484	 	05/03/05
	 	Termination of
OH00081321946
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20051240486	 	05/03/05
	 	Termination of
OH00083063778
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Bombardier Capital
Inc.

	 	20051240488	 	05/03/05
	 	Termination of
OH00084267630
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Canon Financial
Services, Inc.

	 	OH00084899750
	 	12/27/04
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Security Trustee

	 	OH00089033478
	 	05/03/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Security Trustee

	 	OH00089033812
	 	05/03/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Security Trustee

	 	OH00089034157
	 	05/03/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wells Fargo Bank
Northwest, National
Association, as
Security Trustee

	 	OH00089034268
	 	05/03/05
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	The Goodyear Tire &

Rubber Company

	 	OH00089468833
	 	05/17/05
	 	Equipment, Tires
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	The Goodyear Tire &

Rubber Company

	 	OH00089468944
	 	05/17/05
	 	Equipment, Tires
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	The Goodyear Tire &

Rubber Company

	 	OH00089505075
	 	05/17/05
	 	Equipment, Tires
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093028796
	 	09/07/05
	 	Equipment Lease






91









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093029142
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093029364
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093029586
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093029697
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093029819
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093029920
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093030054
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093030165
	 	09/07/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093235462
	 	09/13/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	General Electric
Capital Corporation

	 	OH00093409724
	 	09/19/05
	 	Blanket Lien11
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	OH00093537967
	 	09/22/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Atlantic Southeast
Airlines, Inc.

	 	20052840178	 	10/07/05
	 	Termination of
OH00093537967
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	OH00093597256
	 	09/23/05
	 	Blanket Lien12
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
Commercial Corp

	 	OH00097297931
	 	01/03/06
	 	In Lieu Filing for
Financing Statement No.
990000056489, Filed on
03/31/91 in FL, SOS 



Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
Commercial Corp

	 	20061030476	 	04/13/06
	 	Termination of
OH00097297931
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	First Union
Commercial Corp

	 	OH00097474452
	 	01/06/06
	 	In Lieu Filing for
Financing Statement No.
910000056488, Filed on
03/31/91 in FL, SOS 


Equipment Lease








 




			
	11	 	Lien to be released at closing.
	 
	12	 	Lien to be released at closing.





92









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	First Union
Commercial Corp

	 	20062900482	 	10/17/06
	 	Termination of
OH00097474452
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	OH00100815270
	 	04/12/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	20063480058	 	12/13/06
	 	Termination of
OH00100815270
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wilmington Trust
Company

	 	OH00102464853
	 	05/22/06
	 	Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Wachovia Bank,
National
Association, not in
its individual
capacity, but
solely as owner
trustee

	 	OH00107524654
	 	10/10/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Manufactures and
Traders Trust
Company, as Loan
Trustee

	 	OH00108337133
	 	11/01/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	U.S. Bank National
Association

	 	OH00108927528
	 	11/15/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	U.S. Bank National
Association, not in
its individual
capacity, but
solely as owner
trustee

	 	OH00111529327
	 	01/31/07
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	U.S. Bank National
Association

	 	20071140120	 	04/24/07
	 	Termination of
OH00075876690
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	20071140166	 	04/24/07
	 	Termination of
OH00052897122
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee

	 	20071140150	 	04/24/07
	 	Termination of
OH00058178982
	 	 	 	 	 
	 	 	 	 	 	 
	Crown Rooms, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
NY — UCCs
	 	02/26/07
	 	General Electrical
Capital
Corporation, as
Collateral Agent

	 	200412011220321	 	12/01/04
	 	Blanket Lien13
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/26/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	200412031229652	 	12/03/04
	 	Blanket Lien








 




			
	13	 	Lien to be released at closing.





93









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/26/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	200509201020637	 	09/20/05
	 	Termination of
200412031229652
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/26/07
	 	General Electrical
Capital Corporation

	 	200509191009438	 	09/19/05
	 	Blanket Lien14
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/26/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	200509231032804	 	09/23/05
	 	Blanket Lien15
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
NY — Federal Tax
Liens
	 	02/26/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	DAL Global

Services, LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	Lease Corporation
of America

	 	30756174	 	03/17/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lektro, Inc.

	 	41286782	 	05/07/04
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lektro, Inc.

	 	42608406	 	09/16/04
	 	Termination of 41286782
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lektro, Inc.

	 	41482050	 	05/27/04
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lektro, Inc.

	 	42608307	 	09/16/04
	 	Termination of 41482050
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lektro, Inc.

	 	41754060	 	06/24/04
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	DAL Global Service

	 	42608018	 	09/16/04
	 	Termination of 41754060
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Lektro, Inc.

	 	42608687	 	09/16/04
	 	Termination of 41754060
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Davin, Inc.

	 	42768101	 	10/01/04
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet
Corporation

	 	42949826	 	10/20/04
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet
Corporation

	 	42950071	 	10/20/04
	 	Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet
Corporation

	 	42950212	 	10/20/04
	 	Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet
Corporation as
Trustee for Delta A
Trust

	 	42950246	 	10/20/04
	 	Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P)








 




			
	14	 	Lien to be released at closing.
	 
	15	 	Lien to be released at closing.





94









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	First Fleet
Corporation as
Trustee for Delta B
Trust

	 	42950253	 	10/20/04
	 	Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	First Fleet
Corporation

	 	42950329	 	10/20/04
	 	Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	HSH Nordbank AG,
New York Branch,
it’s successors
and/or assigns

	 	42998005	 	10/25/04
	 	Equipment Lease (First
Fleet Corporation is
Assignor S/P)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	43241702	 	11/12/04
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	43241801	 	11/12/04
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376060	 	12/01/04
	 	Blanket Lien16
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43393735	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911445	 	09/20/05
	 	Termination of 43393735
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Hillcrest Bank

	 	51034595	 	04/05/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Security Bank of
Kansas City, Kansas

	 	61301134	 	04/05/06
	 	Assignment of 51034595 to
Security Bank of Kansas
City, Kansas
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	51464255	 	04/29/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	51489419	 	05/03/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	51584458	 	05/23/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	51721050	 	06/06/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	52132398	 	07/12/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	52678820	 	08/29/05
	 	Specific Equipment








 




			
	16	 	Lien to be released at closing.





95









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	Adaptive
Engineering Ltd.

	 	52851351	 	09/14/05
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Adaptive
Engineering Ltd.

	 	52851419	 	09/14/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Adaptive
Engineering Ltd.

	 	60244889	 	01/20/06
	 	Termination of 52851419
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric
Capital Corporation

	 	52877679	 	09/16/05
	 	Blanket Lien17
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52943067	 	09/22/05
	 	Blanket Lien18
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	53247427	 	10/20/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	53676435	 	11/29/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	61705037	 	05/19/06
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	62793545	 	08/11/06
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	Fortbrand Services,
Inc.

	 	63424223	 	10/03/06
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	DAL Moscow, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376029	 	12/01/04
	 	Blanket Lien19
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43393933	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	529911536	 	09/20/05
	 	Termination of 43393933
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric
Capital Corporation

	 	52877687	 	09/16/05
	 	Blanket Lien20








 




			
	17	 	Lien to be released at closing.
	 
	18	 	Lien to be released at closing.
	 
	19	 	Lien to be released at closing.
	 
	20	 	Lien to be released at closing.





96









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52942945	 	09/22/05
	 	Blanket Lien21
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Delta AirElite
Business Jets, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
KY-UCCs
	 	02/28/07
	 	General Electric
Capital Corporation

	 	2005-2117655-24	 	09/19/05
	 	Blanket Lien22
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/28/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	2005-2118805-62	 	09/23/05
	 	Blanket Lien23
	 	 	 	 	 
	 	 	 	 	 	 
	Delta Benefits
Management, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	51644195	 	05/27/05
	 	Blanket Lien24
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	51658526	 	05/27/05
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911478	 	09/20/05
	 	Termination of 51658526
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric
Capital Corporation

	 	52877703	 	09/16/05
	 	Blanket Lien25








 




			
	21	 	Lien to be released at closing.
	 
	22	 	Lien to be released at closing.
	 
	23	 	Lien to be released at closing.
	 
	24	 	Lien to be released at closing.
	 
	25	 	Lien to be released at closing.





97









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc

	 	52942721	 	09/22/05
	 	Blanket Lien26
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Delta Connection
Academy, Inc.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secured Transaction
Registry, FL — UCCs
	 	02/21/07
	 	Frasca
International, Inc.

	 	200304667674	 	08/11/03
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/21/07
	 	American Express
Business Finance

	 	200407065588	 	06/01/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/21/07
	 	American Express
Business Finance

	 	200509033650	 	02/23/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/21/07
	 	GreatAmerica
Leasing Corporation

	 	200509901377	 	06/10/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/21/07
	 	General Electric
Capital Corporation

	 	200500721570	 	09/19/05
	 	Blanket Lien27
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/21/07
	 	Frasca
International, Inc.

	 	200602645075	 	05/15/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/21/07
	 	Frasca
International, Inc.

	 	200602645083	 	05/15/06
	 	Equipment Lease
	 	 	 	 	 
	 	 	 	 	 	 
	Delta Loyalty

Management

Services, LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376037	 	12/01/04
	 	Blanket Lien28
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43400712	 	12/02/04
	 	Blanket Lien








 




			
	26	 	Lien to be released at closing.
	 
	27	 	Lien to be released at closing.
	 
	28	 	Lien to be released at closing.





98









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	 	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	50558495	 	02/18/05
	 	Amendment to 43400712
(Debtor name changed to
Delta Loyalty Management
Services, LLC)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911544	 	09/20/05
	 	Termination of 43400712
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	51634717	 	05/26/05
	 	Blanket Lien29
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	General Electric
Capital Corporation

	 	52877729	 	09/16/05
	 	Blanket Lien30
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52943091	 	09/22/05
	 	Blanket Lien31
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Delta Technology,

LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Cooperative

Authority, GA -

UCCs
	 	02/22/07
	 	CISCO Systems
Capital Corporation

	 	060-2002-02870	 	03/01/02
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	CISCO Systems
Capital Corporation

	 	060-2006-05869	 	05/09/06
	 	Amendment to
060-2002-02870 (Debtor
name changed to Delta
Technology, LLC)
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	CISCO Systems
Capital Corporation

	 	060-2007-02354	 	02/22/07
	 	Continuation of
060-2002-02870
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Sun Microsystems
Finance, A Sun
Microsystems, Inc.,
Business

	 	067-2002-009637	 	09/17/02
	 	Equipment Lease








 




			
	29	 	Lien to be released at closing.
	 
	30	 	Lien to be released at closing.
	 
	31	 	Lien to be released at closing.





99









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/22/07
	 	Sun Microsystems
Finance, A Sun
Microsystems, Inc.,
Business

	 	067-2002-009638	 	09/17/02
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Citicapital
Commercial Corp

	 	007-2003-001742	 	02/18/03
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Citicapital
Commercial Corp

	 	007-2003-009108	 	08/15/03
	 	Termination of
007-2003-001742
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Thompson Tractor
Co., Inc.

	 	067-2004-008585	 	08/23/04
	 	Specific Equipment and
proceeds of the
collateral
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	060-2004-15220	 	12/02/04
	 	Blanket Lien32
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	060-2004-15422	 	12/07/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	060-2005-11855	 	09/22/05
	 	Termination of
060-2004-15422
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	Precision Data
Systems Inc.

	 	069-2005-1000	 	04/07/05
	 	Specific Equipment
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	General Electric
Capital Corporation

	 	060-2005-11737	 	09/19/05
	 	Blanket Lien33
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/22/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	060-2005-11941	 	09/23/05
	 	Blanket Lien34
	 	 	 	 	 
	 	 	 	 	 	 
	Epsilon Trading, LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376045	 	12/01/04
	 	Blanket Lien35








 




			
	32	 	Lien to be released at closing.
	 
	33	 	Lien to be released at closing.
	 
	34	 	Lien to be released at closing.
	 
	35	 	Lien to be released at closing.





100









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43394071	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911569	 	09/20/05
	 	Termination of 43394071
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric
Capital Corporation

	 	52877851	 	09/16/05
	 	Blanket Lien36
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52942812	 	09/22/05
	 	Blanket Lien37
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Kappa Capital
Management, LLC.
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	02/23/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376052	 	12/01/04
	 	Blanket Lien38
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43394469	 	12/02/04
	 	Blanket Lien39
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	4339976	 	09/20/05
	 	Termination of 43399765
Possible Error. Debtor is
Kappa Capital Management,
Inc. but Filing No. is
for Delta Corporate
Identity
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	02/23/07
	 	General Electric
Capital Corporation

	 	52877919	 	09/16/05
	 	Blanket Lien40








 




			
	36	 	Lien to be released at closing.
	 
	37	 	Lien to be released at closing.
	 
	38	 	Lien to be released at closing.
	 
	39	 	Lien to be released at closing.
	 
	40	 	Lien to be released at closing.





101









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	02/23/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52942986	 	09/22/05
	 	Blanket Lien41
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	02/23/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	DAL Aircraft Trading
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	03/06/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376003	 	12/01/04
	 	Blanket Lien42
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43400456	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911429	 	09/20/05
	 	Termination of 43400456
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	General Electric
Capital Corporation

	 	52877661	 	09/16/05
	 	Blanket Lien43
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52943109	 	09/22/05
	 	Blanket Lien44
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	03/06/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Delta Corporate

Identity
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	03/06/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43375997	 	12/01/04
	 	Blanket Lien45








 




			
	41	 	Lien to be released at closing.
	 
	42	 	Lien to be released at closing.
	 
	43	 	Lien to be released at closing.
	 
	44	 	Lien to be released at closing.
	 
	45	 	Lien to be released at closing.





102









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43399765	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911486	 	09/20/05
	 	Termination of 43399765
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	General Electric
Capital Corporation

	 	52877711	 	09/16/05
	 	Blanket Lien46
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52943034	 	09/22/05
	 	Blanket Lien47
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	03/06/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	Delta Ventures 
 III,
LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — UCCs
	 	03/06/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	43376078	 	12/01/04
	 	Blanket Lien48
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	43394410	 	12/02/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52911551	 	09/20/05
	 	Termination of 43394410
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/06/07
	 	General Electric
Capital Corporation

	 	52877737	 	09/16/05
	 	Blanket Lien49








 




			
	46	 	Lien to be released at closing.
	 
	47	 	Lien to be released at closing.
	 
	48	 	Lien to be released at closing.
	 
	49	 	Lien to be released at closing.





103









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Index	 	 	 	 	 	 	 	 	 	 
	Searched	 	Date	 	Secured Party	 	File No.	 	File Date	 	Description
	 	 	03/06/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	52942929	 	09/22/05
	 	Blanket Lien50
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
DE — Federal Tax
Liens
	 	03/06/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear
	 	 	 	 	 
	 	 	 	 	 	 
	SONG, LLC
	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
NY — UCCs
	 	03/09/07
	 	General Electric
Capital
Corporation, as
Collateral Agent

	 	200412011220345	 	12/01/04
	 	Blanket Lien51
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/09/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	200412031229741	 	12/03/04
	 	Blanket Lien
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/09/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	200509201020598	 	09/19/05
	 	Termination of
200412031229741
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/09/07
	 	General Electric
Capital Corporation

	 	200509191009464	 	09/19/05
	 	Blanket Lien52
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	03/09/07
	 	American Express
Travel Related
Services Company,
Inc., as Collateral
Agent

	 	200509231032765	 	09/23/05
	 	Blanket Lien53
	 	 	 	 	 
	 	 	 	 	 	 
	Secretary of State,
NY — Federal Tax
Liens
	 	03/09/07
	 	Clear

	 	Clear
	 	Clear
	 	Clear








 




			
	50	 	Lien to be released at closing.
	 
	51	 	Lien to be released at closing.
	 
	52	 	Lien to be released at closing.
	 
	53	 	Lien to be released at closing.






104













 





Schedule 3.07

(continued)




C. Surety Bonds



Each of the Surety Bonds referred to on Schedule 6.03 (Indebtedness).




 









 








Schedule 3.07

(continued)




D. Cash Collateral, Restricted Cash and Escrow Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LINE OF	 	Bond L/C	 	COLLATERALIZED	 	AMOUNT OF L/C’s OR
	BANK FACILITY	 	CREDIT	 	Trust	 	AMOUNT	 	BONDS OUTSTANDING1
	BARCLAYS SAFI
	 	 	 	RC	 	 	8,595,798.85	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BARCLAYS2
	 	$52.6MM	 	L	 	 	45,793.187.55	 	 	 	43,612.559.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BBVA
	 	EUR 150K	 	L	 	 	185,000.00	 	 	 	185,000.00	 
	 
	 	 	 	 	 	 	Approx USD Equivalent	 	 	 	Approx USD Equivalent	 
	 
	 	 	 	 	 	 	EUR 139,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BONY
	 	$200 MM	 	T	 	 	139,449,591.00	 	 	 	N/A	 
	 
	 	 	 	T	 	 	7,136,449.00	 	 	 	N/A	 
	 
	 	 	 	T	 	 	1,654,807.00	 	 	 	N/A	 
	 
	 	 	 	T	 	 	15,000,000.00	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CITIBANK, N. A.
	 	$250,000	 	RC	 	 	250,000.00	 	 	 	N/A	 
	 
	 	$3MM	 	L	 	 	1,561,667.43	 	 	 	1,280,796.003	 
	 
	 	 	 	RC	 	 	3,000,000.00	 	 	 	N/A	 
	(GE collateral to be released post-emergence)
	 	 	 	L	 	 	4,785,985.05	 	 	 	4,558,081.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IATA
	 	 	 	RC	 	 	40,000,000.00	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE
	 	$35MM	 	L	 	 	14,612,969.02	 	 	 	14,325,079.00	 







 




			
	1	 	The lists of outstanding Letters of Credit and Surety Bonds are provided in Schedule
6.03 (Indebtedness).
	 
	2	 	The referenced letter of credit is provided for the benefit of New Sky, Ltd., a
wholly-owned subsidiary of Delta Air Lines, Inc., on behalf of Delta Air Lines, Inc. and DAL Global
Services, LLC. Amounts are shown as of March 31, 2007.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LINE OF	 	Bond L/C	 	COLLATERALIZED	 	AMOUNT OF L/C’s OR
	BANK FACILITY	 	CREDIT	 	Trust	 	AMOUNT	 	BONDS OUTSTANDING1
	KBC
	 	EUR 295K	 	L	 	 	183,897.39	 	 	 	183,987.39	 
	(Covers DL, DGS)  
	 	 	 	 	 	 	*Approx USD Equivalent	 	 	 	*Approx USD Equivalent	 
	 
	 	 	 	 	 	 	EUR 138,145.56	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LIBERTY MUTUAL
	 	$45MM	 	B	 	 	43,938,785.13	 	 	 	38,056,371.39	 
	   
	 	 	 	 	 	 	 	 	 	 	 	 
	NATWEST
	 	$22MM	 	RC	 	 	37,391,131.01	 	 	 	N/A	 
	   
	 	 	 	 	 	 	*Approx USD Equivalent	 	 	 	 	 
	   
	 	 	 	 	 	 	GBP11,547,165	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SMITH BARNEY3
	 	$6MM	 	B	 	 	3,035,000.00	 	 	 	17,005,779.89	 
	 
	 	$13MM	 	L	 	 	15,873,025.98	 	 	 	15,500,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	US BANK
	 	 	 	RC	 	 	688,800,143.25	 	 	 	N/A	 









 




			
	*	 	CIBC Amount is an approximate USD equivalent
	 
	L=Letter of Credit
	 
	T=Trust Agreement
	 
	B=Surety Bond
	 
	RC=Restricted Cash
	 
	3	 	This account is held at Smith Barney, but the Security Agreement is with Travelers.




3









 










Schedule 3.07

(continued)




E. Liens Created Under the Following: 




Special Facility Bond Agreements



Those certain agreements, styled lease agreements, use agreements, facility agreements, and loan
agreements and any and all similar agreements executed in connection with the issuance of the
following special facility bonds (and any bonds that were refinanced or refunded with the proceeds
of such special facility bonds):





	•	 	Development Authority of Clayton County Special Facilities Revenue Bonds, Series 2000A
($64,985,000)






	•	 	Development Authority of Clayton County Special Facilities Revenue Bonds, Series 2000B
($115,555,000)






	•	 	Development Authority of Clayton County Special Facilities Revenue Bonds, Series 2000C
($120,355,000)






	•	 	Kenton County Airport Board Special Facilities Revenue Bonds (Delta Air Lines, Inc.
Project), Series 2000A ($28,315,000)






	•	 	Kenton County Airport Board Special Facilities Revenue Bonds (Delta Air Lines, Inc.
Project), Series 2000B ($33,800,000)






	•	 	Salt Lake City, Salt Lake County, Utah Special Facilities Revenue Refunding Bonds (Delta
Air Lines, Inc. Project), Series 2000 ($23,510,000)






	•	 	Chicago-O’Hare International Airport Special Facility Revenue Refunding Bonds, Series 1992
(Delta Air Lines, Inc. Terminal Project)($33,880,000)






	•	 	The Port Authority of New York and New Jersey Special Project Bonds, Series 1R, Delta Air
Lines, Inc. Project (LaGuardia Airport Passenger Terminal) ($96,500,000)






	•	 	Regional Airports Improvement Corporation Facilities Sublease Refunding Revenue Bonds,
Issue of 1996, Delta Air Lines Inc. (Los Angeles International Airport) ($88,000,000)






	•	 	Massachusetts Port Authority Special Facilities Revenue Bonds (Delta Air Lines, Inc.
Project), Series 2001A, 2001B and 2001C ($497,585,000)





Leasehold Mortgage at LGA





	•	 	Mortgagor: Delta Air Lines, Inc.






	•	 	Mortgagee: The Bank of New York






	•	 	Date: December 1, 1992






	•	 	Expiration Date: Full repayment of the Bonds






	•	 	Security Interest Granted: All of Delta’s right, title and interest in and to its
leasehold interest in a passenger terminal at LaGuardia Airport, Flushing, New York, which was
leased by Delta pursuant to a lease dated December 10, 1980 (known as Lease No. AG-865)






	•	 	Payments Secured: Debt Service payable by Delta under The Port Authority of New
York and New Jersey Special Project Bonds, Series 1R (authorized November 23, 1992)




 









 











Personal Property Security Interest at LGA





	•	 	Grantor: Delta Air Lines, Inc.






	•	 	Secured Party: The Port Authority of New York and New Jersey (which pursuant to the
Trust Indenture assigned all of its rights in such security interest to the Bank of New York,
as indenture trustee)






	•	 	Date: December 1, 1992






	•	 	Security Interest Granted: All of Delta’s right, title and interest in and to
certain personal property (including, among other property, conveyors, loading bridges and a
telephone system)






	•	 	Payments Secured: Facility Rental payments as required under the Agreement of Lease
between Delta and the Port Authority of New York and New Jersey, dated December 10, 1980
(known as Lease No. AG-865)




5









 











Schedule 3.07

(continued)




F. Other: 



Liens in favor of SunTrust Bank pursuant to the Banking Services Risk Agreement dated October 6,
2004 between SunTrust Bank, Borrower and each of its Subsidiaries party thereto.



Liens in favor of JPMorgan Chase Bank, N.A. pursuant to the Global Custody Agreement dated March 7,
2001 between Kappa Capital Management, Inc. and JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank).



Liens in favor of The Boeing Company, pursuant to the Security Agreement dated March 4, 2005,
between Delta Air Lines, Inc. and The Boeing Company.




6









 





Schedule 3.09




LITIGATION AND ENVIRONMENTAL MATTERS




Litigation matters:





	 	•	 	State and federal litigation arising from the crash of Comair Flight 5191 shortly after
takeoff from the Blue Grass Airport in Lexington, Kentucky, on August 27, 2006, as such
litigation is more fully described on the Borrower’s most recent Form 10-Q.





Environmental matters:



None.




 









 








Schedule 3.14



ERISA



A Termination Event has or is reasonably expected to occur as of the Closing Date with respect to
the following Plans:





	 	•	 	Delta Pilots Retirement Plan – As of December 31, 2006, the Pension Benefit Guaranty
Corporation assumed trusteeship of this Plan in connection with the distress termination
thereof.
	 
	 	•	 	Western Air Lines, Inc. Pilots Defined Benefit Plan – During the week of April 23, 2007,
the Borrower provided a notice of intent to terminate this Plan in a standard termination.




 









 











Schedule 3.15(a)




OWNED REAL ESTATE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Building/Use	 	Approximate Acreage	 	Street	 	City	 	State	 	Zip
	Delta Air Lines, Inc.

	 	Reservations Center
	 	 	17.97	 	 	700 S. Central Ave
	 	Hapeville
	 	GA
	 	 	30354	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines, Inc.

	 	Camp Creek Employee Parking Lot
	 	57.558
(plus 0.5345 access easement)
	 	Camp Creek Parkway
	 	College Park
	 	GA
	 	 	30320	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines, Inc.

	 	A-4 Building
	 	 	2.5990	 	 	720 Doug Davis
	 	Hapeville
	 	GA
	 	 	30354	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines, Inc.

	 	Reliability Center
	 	 	9.5038	 	 	760 Doug Davis
	 	Hapeville
	 	GA
	 	 	30354	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines, Inc.

	 	A-3 Building and Related
Parking on North Side of International/Custer
	 	 	13.159	 	 	1001 International Blvd.
	 	Hapeville
	 	GA
	 	 	30354	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines, Inc.

	 	Non-contiguous parking for A-3
	 	2.696 (2.101 + 0.595 acres

– parking east of Lang and

south of Custer)
	 	 Corner of Custer, Lang
and Elkins
	 	 Hapeville
	 	GA 
	 	 	30354 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines, Inc.

	 	unimproved land used for
overflow parking for A-3
	 	0.37 acre (16,226 square feet)
	 	3425 & 3429 Elkins Street
	 	Hapeville
	 	GA
	 	 	30354	 






 









 






Schedule 3.17




TAXES



None.




 









 








Schedule 3.18



PRE-OCTOBER 22, 1994 SECTION 1110 COLLATERAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	McDonnell Douglas MD-88

	 	N926DL
	 	1988	 	 	49713	 	 	Pratt & Whitney JT8D-219
	 	P718170D, P718171D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N927DA
	 	1988	 	 	49714	 	 	Pratt & Whitney JT8D-219
	 	P718172D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N928DL
	 	1988	 	 	49715	 	 	Pratt & Whitney JT8D-219
	 	P718175D, P718176D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N929DL
	 	1988	 	 	49716	 	 	Pratt & Whitney JT8D-219
	 	P718177D, P718178D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N930DL
	 	1988	 	 	49717	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N931DL
	 	1988	 	 	49718	 	 	Pratt & Whitney JT8D-219
	 	P718202D, P718203D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N932DL
	 	1989	 	 	49719	 	 	Pratt & Whitney JT8D-219
	 	P718224D, P718225D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N933DL
	 	1989	 	 	49720	 	 	Pratt & Whitney JT8D-219
	 	P718212D, P718208D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N934DL
	 	1989	 	 	49721	 	 	Pratt & Whitney JT8D-219
	 	P718216D, P718217D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N935DL
	 	1989	 	 	49722	 	 	Pratt & Whitney JT8D-219
	 	P718218D, P718223D






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	McDonnell Douglas MD-88

	 	N936DL
	 	1989	 	 	49723	 	 	Pratt & Whitney JT8D-219
	 	P718226D, P718228D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N937DL
	 	1989	 	 	49810	 	 	Pratt & Whitney JT8D-219
	 	P718247D, P718248D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N938DL
	 	1989	 	 	49811	 	 	Pratt & Whitney JT8D-219
	 	P725356D, P718282D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N939DL
	 	1989	 	 	49812	 	 	Pratt & Whitney JT8D-219
	 	P725358D, P725368D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N940DL
	 	1989	 	 	49813	 	 	Pratt & Whitney JT8D-219
	 	P725393D,
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Pratt & Whitney JT8D-219 (shown as Pratt & Whitney
JT8D-217 on FAA record)
	 	P726021D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N941DL
	 	1989	 	 	49814	 	 	Pratt & Whitney JT8D-219
	 	P725395D, P725416D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N942DL
	 	1989	 	 	49815	 	 	Pratt & Whitney JT8D-219
	 	P725354D, P725396D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N943DL
	 	1989	 	 	49816	 	 	Pratt & Whitney JT8D-219
	 	P725403D, P725419D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N944DL
	 	1989	 	 	49817	 	 	 	 	 






2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	McDonnell Douglas MD-88

	 	N945DL
	 	1989	 	 	49818	 	 	Pratt & Whitney JT8D-219
	 	P725373DCN, P725390DCN
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N948DL
	 	1989	 	 	49879	 	 	Pratt & Whitney JT8D-219
	 	P725488D, P725489D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N950DL
	 	1990	 	 	49881	 	 	Pratt & Whitney JT8D-219
	 	P718179D, P718214D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N951DL
	 	1990	 	 	49882	 	 	Pratt & Whitney JT8D-219
	 	P725513D, P725514D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N985DL
	 	1991	 	 	53312	 	 	Pratt & Whitney JT8D-219
	 	P725977D, P725978D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N986DL
	 	1991	 	 	53313	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726011D, P725989D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N988DL
	 	1991	 	 	53339	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726015D, P726007D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N989DL
	 	1991	 	 	53341	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726047D, P726088D






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	McDonnell Douglas MD-88

	 	N991DL
	 	1991	 	 	53343	 	 	Pratt & Whitney JT8D-219
	 	P725939D, P725959D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N992DL
	 	1991	 	 	53344	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726038D, P726031D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N994DL
	 	1992	 	 	53346	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726051D, P726053D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N995DL
	 	1992	 	 	53362	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726086D, P726081D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N997DL
	 	1992	 	 	53364	 	 	Pratt & Whitney JT8D-219
	 	P726067D, P726069D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N998DL
	 	1992	 	 	53370	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726074D, P726077D






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	McDonnell Douglas MD-88

	 	N900DE
	 	1992	 	 	53372	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726082D, P726087D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N901DE
	 	1992	 	 	53378	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P726052D, P726822D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N903DE
	 	1992	 	 	53380	 	 	Pratt & Whitney JT8D-219
	 	P726826D, P726827D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N904DE
	 	1992	 	 	53409	 	 	Pratt & Whitney JT8D-219
(shown as JT8D-217C on FAA
record)
	 	P725998D, P726872D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N906DE
	 	1992	 	 	53415	 	 	Pratt & Whitney JT8D-219
	 	P726009D, P726905D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N907DE
	 	1992	 	 	53416	 	 	Pratt & Whitney JT8D-219
	 	P726907D, P726908D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N909DE
	 	1992	 	 	53418	 	 	Pratt & Whitney JT8D-219
	 	P726923D, P726924D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N910DE
	 	1992	 	 	53419	 	 	Pratt & Whitney JT8D-219
	 	P725380D, P726918D






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	McDonnell Douglas MD-88

	 	N912DE
	 	1993	 	 	49997	 	 	Pratt & Whitney JT8D-219
	 	P726931D, P726933D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N913DE
	 	1993	 	 	49956	 	 	Pratt & Whitney JT8D-219
	 	P726865D, P726932D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N915DE
	 	1993	 	 	53420	 	 	Pratt & Whitney JT8D-219
	 	P726929D, P726952D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N916DE
	 	1993	 	 	53421	 	 	Pratt & Whitney JT8D-219
	 	P726950D, P726951D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N918DE
	 	1993	 	 	49959	 	 	Pratt & Whitney JT8D-219
	 	P726967D, P726968D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	McDonnell Douglas MD-88

	 	N919DE
	 	1993	 	 	53422	 	 	Pratt & Whitney JT8D-219
	 	P726976D, P726979D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N601DL
	 	1985	 	 	22808	 	 	Pratt & Whitney PW2037
	 	P716336B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N606DL
	 	1985	 	 	22813	 	 	Pratt & Whitney PW2037
	 	P716325B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N608DA
	 	1985	 	 	22815	 	 	Pratt & Whitney PW2037
	 	P716348B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N613DL
	 	1986	 	 	22820	 	 	Pratt & Whitney PW2037
	 	P716308B, P716385B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N614DL
	 	1986	 	 	22821	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N615DL
	 	1986	 	 	22822	 	 	Pratt & Whitney PW2037
	 	P716366B, P716392B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N639DL
	 	1988	 	 	23993	 	 	Pratt & Whitney PW2037
	 	P716305B, P716505B






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	Boeing 757-232

	 	N640DL
	 	1988	 	 	23994	 	 	Pratt & Whitney PW2037
	 	P716506B, P716507B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N642DL
	 	1988	 	 	23996	 	 	Pratt & Whitney PW2037
	 	P716512B, P716513B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N643DL
	 	1989	 	 	23997	 	 	Pratt & Whitney PW2037
	 	P716510B, P716310B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N644DL
	 	1989	 	 	23998	 	 	Pratt & Whitney PW2037
	 	P716514B, P716326B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N646DL
	 	1989	 	 	24217	 	 	Pratt & Whitney PW2037
	 	P716518B, P716522B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N647DL
	 	1989	 	 	24218	 	 	Pratt & Whitney PW2037
	 	P716523B, P716528B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N648DL
	 	1989	 	 	24372	 	 	Pratt & Whitney PW2037
	 	P716359B, P716524B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N649DL
	 	1989	 	 	24389	 	 	Pratt & Whitney PW2037
	 	P716526B, P716534B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N651DL
	 	1989	 	 	24391	 	 	Pratt & Whitney PW2037
	 	P716521B, P716536B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N652DL
	 	1989	 	 	24392	 	 	Pratt & Whitney PW2037
	 	P716537B, P716527B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N655DL
	 	1990	 	 	24395	 	 	Pratt & Whitney PW2037
	 	P716543B, P716544B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N656DL
	 	1990	 	 	24396	 	 	Pratt & Whitney PW2037
	 	P716545B, P716546B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N671DN
	 	1992	 	 	25332	 	 	Pratt & Whitney PW2037
	 	P716577B, P716578B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N672DL
	 	1992	 	 	25977	 	 	Pratt & Whitney PW2037
	 	P716581B, P716582B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N674DL
	 	1992	 	 	25979	 	 	Pratt & Whitney PW2037
	 	P716586B, P716587B






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	Boeing 757-232

	 	N676DL
	 	1992	 	 	25981	 	 	Pratt & Whitney PW2037
	 	P716590B, P716591B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N678DL
	 	1992	 	 	25983	 	 	Pratt & Whitney PW2037
	 	P716595B, P716596B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-232

	 	N679DA
	 	1992	 	 	26955	 	 	Pratt & Whitney PW2037
	 	P716598B, P726701B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N751AT
	 	1984	 	 	23125	 	 	Pratt & Whitney PW2037
	 	P716315, P716324
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N750AT
	 	1984	 	 	23126	 	 	Pratt & Whitney PW2037
	 	P716341, P716327
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N757AT
	 	1984	 	 	23127	 	 	Pratt & Whitney PW2037
	 	P716329, P716316
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 757-212

	 	N752AT
	 	1984	 	 	23128	 	 	Pratt & Whitney PW2037
	 	P716339, P716320
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N139DL
	 	1992	 	 	25984	 	 	General Electric CF6-80A2
	 	P580144
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N171DN
	 	1990	 	 	24759	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N173DN
	 	1990	 	 	24800	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N175DN
	 	1990	 	 	24803	 	 	Pratt & Whitney PW4060
	 	P724146B, P724147B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-332

	 	N183DN
	 	1993	 	 	27110	 	 	Pratt & Whitney PW4060
	 	P724681B, P724682B
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N152DL
	 	1990	 	 	24984	 	 	General Electric CF6-80C2B4
	 	695307, 695376
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N153DL
	 	1990	 	 	24985	 	 	General Electric CF6-80C2B4
	 	695476, 695438
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boeing 767-3P6

	 	N155DL
	 	1991	 	 	25269	 	 	General Electric CF6-80C2B4
	 	695442, 695334






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Engine	 	 
	 	 	FAA	 	 	 	 	 	 	 	 	 	Model	 	 
	Aircraft	 	Registration	 	Year of	 	Manufacturer’s	 	and	 	Engines Serial
	Model	 	Number	 	Manufacture	 	Serial Number	 	Type	 	Number
	Boeing 767-3P6

	 	N156DL
	 	1991	 	 	25354	 	 	General Electric CF6-80C2B4
	 	695374, 695521
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N936CA
	 	1994	 	 	7043	 	 	General Electric CF34-3A1
	 	807149, 807146
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N937CA
	 	1994	 	 	7044	 	 	General Electric CF34-3A1
	 	807147, 807151
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N938CA
	 	1994	 	 	7046	 	 	General Electric CF34-3A1
	 	807161, 807654
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canadair CL-600-2B19

	 	N940CA
	 	1994	 	 	7048	 	 	General Electric CF34-3A1
	 	807169, 807170






DESCRIPTION OF ENGINES




	 	 	 	 	 	 	 	 	 
	Engine Model and Type	 	Year of Manufacture	 	Manufacturer’s Serial Number
	General Electric CF34-3A1
	 	 	1993	 	 	 	807070	 
	General Electric CF34-3A1
	 	 	1993	 	 	 	807051	 






9









 






Schedule 5.16




737-800 AIRCRAFT AGREEMENTS



1. Aircraft Sale and Purchase Agreement dated as of November 14, 2005, by and between Delta Air
Lines, Inc., as Seller, and C.I.T. Leasing Corporation, as Buyer, for ten Boeing B737-800 Aircraft.



2. Aircraft Sale and Purchase Agreement dated as of December 6, 2006, by and between Delta Air
Lines, Inc., as Seller, and Babcock & Brown Aviation Finance Limited, as Buyer, for 23 Boeing
B737-800 Aircraft.



3. Aircraft Sale and Purchase Agreement dated as of December 6, 2006, by and between Delta Air
Lines, Inc., as Seller, and Aviation Capital Group Corp., as Buyer for 15 Boeing B737-800 Aircraft.




 









 





Schedule 6.03




INDEBTEDNESS




Intercompany Loans




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Balance	 	Maximum
	 	 	 	 	Outstanding as of	 	Internal Credit
	Loan to:	 	Loan from:	 	4/30/07	 	Limit
	Kappa Capital Management, Inc.
	 	Delta Benefits Management, Inc.	 	$	182,518,228	 	 	$	706,018,228	 
	Delta Air Lines, Inc.
	 	Kappa Capital Management, Inc.	 	$	557,000,000	 	 	$	900,000,000	 
	Delta Benefits Management, Inc.
	 	Kappa Capital Management, Inc.	 	$	14,500,000	 	 	$	200,000,000	 
	Epsilon Trading, LLC
	 	Kappa Capital Management, Inc.	 	$	48,700,000	 	 	$	300,000,000	 
	Delta Air Lines, Inc.
	 	Delta Technology, LLC	 	$	260,000,000	 	 	$	300,000,000	 
	Delta Air Lines, Inc.
	 	Delta Benefits Management, Inc.	 	$	322,500,000	 	 	$	322,500,000	 
	Delta Air Lines, Inc.
	 	DAL Global Services, LLC	 	$	5,000,000	 	 	$	25,000,000	 
	Delta Air Lines, Inc.
	 	ASA Holdings, Inc.	 	$	522,165,287	 	 	$	539,564,357	 
	Delta Loyalty Management, Inc.
	 	Kappa Capital Management, Inc.	 	$	0	 	 	$	50,000,000	 







1











 





Delta Air Lines, Inc. (As of 4/30/07)*




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Fixed/
	 	 	Amount	 	Floating
	Unsecured Debt
	 	 	 	 	 	 	 	 
	CVG Call Center Loan
	 	 	1,401,634	 	 	Fixed
	Atlanta City Loan
	 	 	4,945,218	 	 	Fixed
	Boston Terminal A Obligation
	 	 	134,211,526	 	 	Fixed
	 
	 	 	 	 	 	 	 	 
	Tax-Exempt Debt
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2000 Clayton County
	 	 	 	 	 	 	 	 
	Series A due 2029
	 	 	64,985,000	 	 	Floating
	Series B due 2035
	 	 	110,155,000	 	 	Floating
	Series C due 2035
	 	 	120,355,000	 	 	Floating
	Off Balance Sheet
	 	 	 	 	 	 	 	 
	Hillsborough County LOC Draw
	 	 	14,020,750	 	 	Floating
	2000 Salt Lake City
	 	 	23,510,000	 	 	Floating
	2000 A Kenton County
	 	 	28,315,000	 	 	Floating
	2000 B Kenton County
	 	 	33,800,000	 	 	Floating
	1996 Los Angeles 6.35%
	 	 	46,855,000	 	 	Fixed
	Series 1R Port Authority of NY & NJ 6.8%
	 	 	96,500,000	 	 	Fixed
	1992 City of Chicago 6.45%
	 	 	33,880,000	 	 	Fixed
	 
	 	 	 	 	 	 	 	 
	Secured Debt
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2000-1 EETC
	 	 	 	 	 	 	 	 
	7.38% A-1 Tranche
	 	 	136,374,973	 	 	Fixed
	7.57% A-2 Tranche
	 	 	738,136,000	 	 	Fixed
	7.92% B Tranche
	 	 	182,497,000	 	 	Fixed
	2001-1 EETC
	 	 	 	 	 	 	 	 
	6.62% A-1 Tranche
	 	 	129,977,115	 	 	Fixed
	7.11% A-2 Tranche
	 	 	571,148,000	 	 	Fixed
	7.71% B Tranche
	 	 	207,070,000	 	 	Fixed
	2001-2 EEETC
	 	 	 	 	 	 	 	 
	A Tranche
	 	 	305,411,000	 	 	Floating
	B Tranche
	 	 	137,853,000	 	 	Floating
	C Tranche
	 	 	60,938,446	 	 	Floating
	2002-1 EETC
	 	 	 	 	 	 	 	 
	6.72% G-1 Tranche
	 	 	420,917,320	 	 	Fixed
	6.42% G-2 Tranche
	 	 	370,286,000	 	 	Fixed
	7.78% C Tranche
	 	 	94,374,475	 	 	Fixed
	8.27%D Tranche
	 	 	90,043,000	 	 	Fixed
	2003-1 EETC
	 	 	 	 	 	 	 	 
	G Tranche
	 	 	278,455,379	 	 	Floating
	C Tranche
	 	 	135,423,000	 	 	Floating
	D Tranche
	 	 	6,804,638	 	 	Floating
	Senior Secured Notes Due 2012
	 	 	182,132,283	 	 	Floating






2









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Fixed/
	 	 	Amount	 	Floating
	Misc. Aircraft and Equipment Mortgages
	 	 	 	 	 	 	 	 
	GECC Spare Parts (Aircraft) Due 2011
	 	 	108,744,158	 	 	Floating
	GECC Spare Parts (Engines) Due 2011
	 	 	152,735,789	 	 	Floating
	GECC Spare Parts (Parts) Due 2011
	 	 	246,329,410	 	 	Floating
	RBS 210,000,000 Due 2014
	 	 	182,331,831	 	 	Floating
	NORD/LB N3746H Due 2018
	 	 	24,641,930	 	 	Floating
	NORD/LB N3748Y Due 2018
	 	 	24,641,930	 	 	Floating
	Halifax N845MH/N867DA Due 2018
	 	 	115,926,488	 	 	Floating
	RBS N3762Y Due 2019
	 	 	25,403,669	 	 	Floating
	RBS N3763D Due 2019
	 	 	25,403,669	 	 	Floating
	 
	 	 	 	 	 	 	 	 
	Comair, Inc. aircraft financings
	 	 	506,146,921	 	 	Floating
	 
	 	 	 	 	 	 	 	 
	Consolidated Total*
	 	 	6,173,081,552	 	 	 	 	 








 




			
	*	 	Excludes Operating Leases




3









 










Delta Air Lines, Inc.

Schedule of Capital Leases

Balances as of 4/30/2007




	 	 	 	 	 
	            Asset Description	 	Fair Value
	B767-332, N122DL, Ship # 122
	 	 	11,924,711	 
	B757-232, N602DL, Ship # 602
	 	 	7,101,654	 
	B757-232, N603DL, Ship # 603
	 	 	7,101,654	 
	B757-232, N604DL, Ship # 604
	 	 	7,101,654	 
	B757-232, N605DL, Ship # 605
	 	 	7,101,654	 
	B757-232, N607DL, Ship # 607
	 	 	7,101,654	 
	B757-232, N609DL, Ship # 609
	 	 	7,101,654	 
	B757-232, N609DL, Ship # 610
	 	 	7,101,654	 
	B757-232, N609DL, Ship # 611
	 	 	7,101,654	 
	B757-232, N609DL, Ship # 612
	 	 	7,101,654	 
	B757-232, N623DL, Ship # 623
	 	 	7,299,597	 
	B757-232, N624DL, Ship # 624
	 	 	7,299,597	 
	B757-232, N625DL, Ship # 625
	 	 	7,299,597	 
	B757-232, N627DL, Ship # 627
	 	 	7,299,597	 
	B757-232, N629DL, Ship # 629
	 	 	7,299,597	 
	B757-232, N630DL, Ship # 630
	 	 	7,299,597	 
	B757-232, N631DL, Ship # 631
	 	 	7,299,597	 
	B757-232, N632DL, Ship # 632
	 	 	7,299,597	 
	B757-232, N633DL, Ship # 633
	 	 	7,299,597	 
	B757-232, N635DL, Ship # 635
	 	 	7,950,271	 
	B757-232, N636DL, Ship # 636
	 	 	7,950,271	 
	B757-232, N637DL, Ship # 637
	 	 	7,950,271	 
	B757-232, N638DL, Ship # 638
	 	 	7,950,271	 
	B757-232, N641DL, Ship # 641
	 	 	7,950,271	 
	B757-232, N645DL, Ship # 645
	 	 	8,633,824	 
	B757-232, N653DL, Ship # 653
	 	 	9,351,934	 
	B757-232, N661DN, Ship # 661
	 	 	9,351,934	 
	B757-232, N662DN, Ship # 662
	 	 	10,106,364	 
	B757-232, N663DN, Ship # 663
	 	 	10,106,364	 
	B757-232, N664DN, Ship # 664
	 	 	10,106,364	 
	B757-232, N664DN, Ship # 666
	 	 	10,106,364	 
	B757-232, N667DN, Ship # 667
	 	 	10,106,364	 
	B757-232, N669DN, Ship # 669
	 	 	10,106,364	 
	MD-88, N901DL, Ship # 901
	 	 	3,557,997	 
	MD-88, N902DL, Ship # 902
	 	 	3,557,997	 
	MD-88, N903DL, Ship # 903
	 	 	3,557,997	 
	MD-88, N904DL, Ship # 904
	 	 	3,557,997	 
	MD-88, N905DL, Ship # 905
	 	 	3,557,997	 
	MD-88, N906DL, Ship # 906
	 	 	3,557,997	 
	MD-88, N907DL, Ship # 907
	 	 	3,557,997	 
	MD-88, N908DL, Ship # 908
	 	 	3,557,997	 
	MD-88, N909DL, Ship # 909
	 	 	3,557,997	 
	MD-88, N910DL, Ship # 910
	 	 	3,557,997	 
	MD-88, N911DL, Ship # 911
	 	 	3,557,997	 






4









 






	 	 	 	 	 
	            Asset Description	 	Fair Value
	MD-88, N912DL, Ship # 912
	 	 	3,557,997	 
	MD-88, N914DL, Ship # 914
	 	 	3,697,380	 
	MD-88, N915DL, Ship # 915
	 	 	3,697,380	 
	MD-88, N916DL, Ship # 916
	 	 	3,697,380	 
	MD-88, N917DL, Ship # 917
	 	 	3,697,380	 
	MD-88, N918DL, Ship # 918
	 	 	3,697,380	 
	MD-88, N919DL, Ship # 919
	 	 	3,697,380	 
	MD-88, N920DL, Ship # 920
	 	 	3,697,380	 
	MD-88, N921DL, Ship # 921
	 	 	3,697,380	 
	MD-88, N922DL, Ship # 922
	 	 	3,697,380	 
	MD-88, N923DL, Ship # 923
	 	 	3,697,380	 
	MD-88, N924DL, Ship # 924
	 	 	3,697,380	 
	MD-88, N925DL, Ship # 925
	 	 	3,697,380	 
	MD-88, N966DL, Ship # 966
	 	 	4,014,339	 
	MD-88, N967DL, Ship # 967
	 	 	4,014,339	 
	MD-88, N971DL, Ship # 971
	 	 	4,187,848	 
	MD-88, N972DL, Ship # 972
	 	 	4,187,848	 
	MD-88, N976DL, Ship # 976
	 	 	4,187,848	 
	MD-88, N978DL, Ship # 978
	 	 	4,187,848	 
	MD-88, N980DL, Ship # 980
	 	 	4,187,848	 
	MD-88, N981DL, Ship # 981
	 	 	4,845,575	 
	Avaya Communications Equipment
	 	 	9,059,121	 
	Record Cisco Capital Lease
	 	 	1,035,887	 
	Cisco lease equipment
	 	 	1,870,344	 
	 
	 	 	 	 
	Record Cisco Lease
	 	 	61,186	 
	Record HPFS Superdone Lease
	 	 	244,898	 
	Data Warehouse Renewal Capital Lease
	 	 	994,464	 
	Teredata Capital Lease
	 	 	129,850	 
	IFS Galley Carts — Capital Lease — Schedule 5
	 	 	61,495	 
	IFS Galley Carts — Capital Lease — Schedule 6
	 	 	63,679	 
	IFS Galley Carts — Capital Lease — Schedule 7
	 	 	168,455	 
	IFS Galley Carts — Capital Lease — Schedule 8
	 	 	139,283	 
	IFS Galley Carts — Capital Lease — Schedule 9
	 	 	166,108.00	 
	 
	 	 	404,135,988	 






5









 






Delta/GE Capital Reimbursement Agreement



General Electric Capital Corporation (“GE Capital”) and Delta Air lines, Inc., (“Delta”) are
parties to a Reimbursement Agreement, dated as of May 1, 2003 (the “Reimbursement Agreement”),
pursuant to which GE Capital issued certain Letters of Credit to provide credit and liquidity
support for certain tax exempt special facility bond issues that had been issued to refinance
project costs for various facilities improvement projects at Cincinnati/Northern Kentucky
International Airport, Hartsfield-Jackson Atlanta International Airport, Salt Lake City
International Airport and Tampa International Airport. Among other things, the Reimbursement
Agreement provides for Delta to reimburse GE Capital in accordance with the terms of the
Reimbursement Agreement for draws made on the Letters of Credit by trustees for the applicable bond
issues. GE Capital issued seven (7) Letters of Credit pursuant to the Reimbursement Agreement,
with a total amount of $404 million.




6









 








Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	TOTAL
	 	 	 	 	EXPIRATION	 	 	 	AGGREGATE
	 	 	 	 	OR	 	 	 	COVERAGE
	 	 	 	 	RENEWAL	 	IDENTIFICATION OR POLICY	 	(US$
	DELTA ENTITY	 	PROVIDER	 	DATE	 	NUMBER	 	Equivalent)
	Delta Air Lines, Inc.
	 	Banco Safra S.A.	 	30-Apr-09	 	22-763-190	 	$	52,080.32	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211961(3999-271005-357014)	 	$	80,005.87	 
	Delta Air Lines, Inc.
	 	BBVA	 	 	 	?	 	In process of being issued	 	$	1,487.86	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211925	 	$	1,137.14	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211960(3999-271004-357013)	 	$	4,010.92	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211924	 	$	551.99	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211968(3999-271007-357016)	 	$	11,280.84	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211921(3999-270997-357006)	 	$	1,134.77	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211927(3999-271001-357010)	 	$	80,005.87	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211958(3999-271203-357012)	 	$	1,200.09	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211928(3999-271002-357011)	 	$	92.85	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	0182000211922(3999-270998-357007)	 	$	555.78	 
	Delta Air Lines, Inc.
	 	BBVA	 	06-Nov-07	 	0182000453061 (3999-988-377600011)	 	$	1,773.66	 
	Delta Air Lines, Inc.
	 	BBVA	 	07-Jan-08	 	01820003371885 (3999-988-337600010)	 	$	1,375.46	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	30-Jul-07	 	61617503 / GC-09089902	 	$	3,854.40	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	30-Jul-07	 	61617505 / GC-09089901	 	$	963.60	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	18-Aug-07	 	61620166 / 6820	 	$	14,339.17	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	01-Sep-07	 	30030730 / 11900 PERFORMANCE BOND	 	$	171,428.57	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	20-Nov-07	 	30035490 / 5433220506	 	$	135,878.11	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	02-Nov-07	 	30030957 / 5311334001	 	$	258,550.87	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	31-Jul-07	 	61602500 / 116	 	$	261,074.22	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	01-May-07	 	61640598 / 5525117518	 	$	114,358.00	 
	Delta Air Lines, Inc.
	 	CITIBANK / CB LIM	 	19-Dec-07	 	30034007 / 8602332005	 	$	50,000.00	 
	Delta Air Lines, Inc.
	 	CITIBANK / CB LIM	 	13-Jul-07	 	30032895 / 8602178004	 	$	4,268.14	 
	Delta Air Lines, Inc.
	 	CITIBANK BOM/ CB NYC	 	06-Sep-07	 	30035152 / 35617	 	$	21,442.13	 
	Delta Air Lines, Inc.
	 	CITIBANK DEL / CB NYC	 	31-Mar-08	 	61645008 / 5525321516	 	$	1,143.58	 
	Delta Air Lines, Inc.
	 	CITIBANK DEL / CB NYC	 	01-May-08	 	30021147 / 4821	 	$	6,335.43	 
	Delta Air Lines, Inc.
	 	CITIBANK FRA / CB NYC	 	30-Nov-07	 	30031452 / 5020185001	 	$	44,580.90	 
	Delta Air Lines, Inc.
	 	CITIBANK LON / CB NYC	 	01-May-08	 	30021148 / 4764	 	$	10,635.29	 
	Delta Air Lines, Inc.
	 	CITIBANK LON / CB NYC	 	17-Jan-08	 	30034108 / 5132339547	 	$	19,588.25	 
	Delta Air Lines, Inc.
	 	CITIBANK LON / CB NYC	 	01-Aug-07	 	6165117 / 5366303502	 	$	8,107.00	 
	Delta Air Lines, Inc.
	 	CITIBANK SAL / CB NYC	 	31-Dec-07	 	30030659 / 1301	 	$	11,748.00	 
	Delta Air Lines, Inc.
	 	CITIBANK SAL / CB NYC	 	30-Sep-07	 	61645007 / GC-14110502	 	$	5,828.35	 
	Delta Air Lines, Inc.
	 	CITIBANK, N. A.	 	01-Jul-07	 	61617523 / CCL/CBG 2305	 	$	3,697.40	 
	Delta Air Lines, Inc.
	 	CITIBANK, N. A.	 	14-Feb-08	 	61647965 / 3518	 	$	51,000.00	 
	Delta Air Lines, Inc.
	 	CITIBANK, N. A.	 	07-Feb-08	 	61647797 / 3517	 	$	51,000.00	 






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	TOTAL
	 	 	 	 	EXPIRATION	 	 	 	AGGREGATE
	 	 	 	 	OR	 	 	 	COVERAGE
	 	 	 	 	RENEWAL	 	IDENTIFICATION OR POLICY	 	(US$
	DELTA ENTITY	 	PROVIDER	 	DATE	 	NUMBER	 	Equivalent)
	Delta Air Lines, Inc.
	 	CITIBANK	 	30-Sep-07	 	61653489 / 0000244	 	$	19,988.00	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	31-Mar-08	 	61647122 / 0000211	 	$	26,232.00	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	09-Apr-08	 	61659943 / 53670965509	 	$	30,000.00	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	28-Feb-08	 	61659900 / 0000268	 	$	6,510.00	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	31-Mar-08	 	61661583 / 273	 	$	26,022.00	 
	Delta Air Lines, Inc.
	 	CITIBANK	 	02-Mar-08	 	61661586 / 272	 	$	0.00	 
	Delta Air Lines, Inc.
	 	DEUTSCHE BANK AG	 	20-Mar-08	 	220BGG0300080	 	$	13,598.19	 
	Delta Air Lines, Inc.
	 	DEUTSCHE BANK AG	 	23-May-08	 	220BGG0300182	 	$	59,903.36	 
	DAL Global Services, Inc
	 	JPMORGAN CHASE	 	10-Sep-07	 	P241012	 	$	21,000.00	 
	DAL Global Services, Inc.
	 	JPMORGAN CHASE	 	29-Oct-07	 	P-242383	 	$	62,000.00	 
	Delta Air Lines, Inc. and Atlantic Southeast Airlines, Inc.
	 	JPMORGAN CHASE	 	30-Oct-07	 	P-218820	 	$	1,796,000.00	 
	Delta Air Lines, Inc.
	 	JPMORGAN CHASE	 	28-Nov-07	 	P-219679	 	$	1,306,079.00	 
	Delta Air Lines, Inc.
	 	JPMORGAN CHASE	 	10-Mar-08	 	P246404	 	$	8,940,000.00	 
	Delta Air Lines, Inc.
	 	JPMORGAN CHASE	 	29-Apr-08	 	P-236882	 	$	1,000,000.00	 
	Delta Air Lines, Inc.
	 	JPMORGAN CHASE	 	16-Jun-07	 	TPTS-638409	 	$	650,000.00	 
	Delta Air Lines, Inc.
	 	JPMORGAN CHASE	 	16-Jun-07	 	TPTS-638413	 	$	550,000.00	 
	Delta Air Lines, Inc.
	 	KBC BANK N.V.	 	31-Dec-07	 	437-7504851-96	 	$	31,440.94	 
	Delta Air Lines, Inc.
	 	KBC BANK N.V.	 	31-Dec-07	 	3669-7507-88	 	$	152,456.46	 
	Delta Air Lines, Inc.
	 	STANDARD CHARTERED BANK	 	15-Jun-06	 	777-52-0038674-L	 	$	15,500,000.00	 
	Delta Air Lines, Inc.
	 	TURKISH FOREIGN TRADE	 	15-Jun-07	 	90	 	$	4,637.73	 
	Delta Air Lines, Inc.
	 	TURKISH FOREIGN TRADE	 	31-Jul-07	 	83	 	$	8,264.46	 
	Delta Air Lines, Inc.
	 	TURKISH FOREIGN TRADE	 	11-Mar-08	 	20325	 	$	100,000.00	 
	Delta Air Lines, Inc.
	 	TURKISH FOREIGN TRADE	 	03-May-07	 	10	 	$	100,458.14	 
	Delta Air Lines, Inc.
	 	TURKISH FOREIGN TRADE	 	15-Sep-07	 	383	 	$	33,497.96	 
	Delta Air Lines, Inc.
	 	Wachovia	 	18-Jan-08	 	SE446043W	 	$	1,442,400.00	 
	Delta Air Lines, Inc.
	 	Wachovia	 	18-Jan-08	 	SE446044W	 	$	1,757,000.00	 
	Delta Air Lines, Inc.
	 	Wachovia	 	01-Feb-08	 	SE446041W	 	$	379,781.00	 
	Delta Air Lines, Inc.
	 	Wachovia	 	30-Apr-07	 	SE447047W	 	$	244,000.00	 
	Delta Air Lines, Inc.
	 	Wachovia	 	05-Jan-08	 	SE447046W	 	$	50,000.00	 
	Delta Air Lines, Inc.
	 	Wachovia	 	18-Jan-08	 	SE446042W	 	$	684,900.00	 
	Comair, Inc.
	 	The Fifth Third Bank	 	01-May-07	 	S400204	 	$	1,800.00	 
	Comair, Inc.
	 	The Fifth Third Bank	 	02-May-07	 	S400861	 	$	1,000.00	 
	Comair, Inc.
	 	The Fifth Third Bank	 	08-May-07	 	S400865	 	$	7,931.00	 
	Comair, Inc.
	 	National City	 	31-Dec-07	 	S012344	 	$	3,300,000.00	 
	Comair, Inc.
	 	National City	 	13-Apr-08	 	S012346	 	$	60,171.75	 
	Comair, Inc.
	 	National City	 	13-Apr-08	 	S012352	 	$	261,000.00	 






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	TOTAL
	 	 	 	 	EXPIRATION	 	 	 	AGGREGATE
	 	 	 	 	OR	 	 	 	COVERAGE
	 	 	 	 	RENEWAL	 	IDENTIFICATION OR POLICY	 	(US$
	DELTA ENTITY	 	PROVIDER	 	DATE	 	NUMBER	 	Equivalent)
	Comair, Inc.
	 	National City	 	04-May-08	 	S012472	 	$	5,400.00	 
	Comair, Inc.
	 	National City	 	04-May-08	 	S012473	 	$	100,000.00	 
	Comair, Inc.
	 	National City	 	04-May-08	 	S012474	 	$	15,500.00	 
	Comair, Inc.
	 	National City	 	04-May-08	 	S012475	 	$	10,000.00	 
	Comair, Inc.
	 	National City	 	04-May-08	 	S012476	 	$	26,000.00	 
	Comair, Inc.
	 	National City	 	04-May-08	 	S012477	 	$	100,000.00	 
	Comair, Inc.
	 	National City	 	04-May-08	 	S012478	 	$	1,800.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012484	 	$	227,565.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012455	 	$	7,865.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012486	 	$	33,311.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012487	 	$	5,000.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012488	 	$	45,000.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012489	 	$	41,618.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012490	 	$	4,873.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012491	 	$	2,750.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012492	 	$	7,585.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012493	 	$	20,000.00	 
	Comair, Inc.
	 	National City	 	12-May-08	 	S012494	 	$	5,000.00	 
	Comair, Inc.
	 	National City	 	18-Dec-08	 	S012532	 	$	1,500,000.00	 
	Comair, Inc.
	 	National City	 	23-May-08	 	S012533	 	$	52,491.00	 
	Comair, Inc.
	 	National City	 	23-May-08	 	S012534	 	$	2,100.00	 
	Comair, Inc.
	 	National City	 	23-May-08	 	S012535	 	$	173,406.88	 
	Comair, Inc.
	 	National City	 	03-Jul-07	 	S012712	 	$	7,800.00	 
	Comair, Inc.
	 	National City	 	03-Jul-08	 	S012714	 	$	26,249.00	 
	Comair, Inc.
	 	National City	 	03-Jul-08	 	S012715	 	$	3,927.00	 
	Comair, Inc.
	 	National City	 	12-Jul-07	 	S012741	 	$	40,000.00	 
	Comair, Inc.
	 	National City	 	31-Aug-07	 	S012922	 	$	62,578.16	 
	Comair, Inc.
	 	National City	 	27-Nov-07	 	S013225	 	$	50,000.00	 
	Comair, Inc.
	 	National City	 	27-Nov-07	 	S013226	 	$	50,000.00	 
	Comair, Inc.
	 	National City	 	27-Nov-07	 	S013227	 	$	175,000.00	 
	Comair, Inc.
	 	National City	 	15-Mar-08	 	S013509	 	$	25,750.00	 
	New Sky, Ltd. (on behalf of DL and DGS)
	 	Barclays	 	01-Feb-08	 	MRG14788961	 	$	43,612,559.00	 






9









 





SURETY BONDS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 
	Expiration or	 	Bond	 	 	Coverage (US	 	 	 
	Renewal Date	 	Number	 	 	Equiv)	 	 	Provider
	1/1/2008
	 	 	16001384	 	 	$	197,000	 	 	Liberty Mutual Insurance Company
	8/31/2007
	 	 	16002524	 	 	$	39,333	 	 	Liberty Mutual Insurance Company
	5/5/2007
	 	 	16002554	 	 	$	100,000	 	 	Liberty Mutual Insurance Company
	9/30/2007
	 	 	16002567	 	 	$	1,289,000	 	 	Liberty Mutual Insurance Company
	5/31/2007
	 	 	16002586	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	2/28/2008
	 	 	16002620	 	 	$	72,765	 	 	Liberty Mutual Insurance Company
	7/1/2007
	 	 	16002626	 	 	$	10,500	 	 	Liberty Mutual Insurance Company
	1/28/2009
	 	 	16002640	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	10/31/2007
	 	 	16006872	 	 	$	2,000	 	 	Liberty Mutual Insurance Company
	12/31/2007
	 	 	16006895	 	 	$	2,500	 	 	Liberty Mutual Insurance Company
	5/31/2007
	 	 	16006903	 	 	$	21,200	 	 	Liberty Mutual Insurance Company
	6/1/2007
	 	 	16006911	 	 	$	100,000	 	 	Liberty Mutual Insurance Company
	7/1/2007
	 	 	16006930	 	 	$	100,000	 	 	Liberty Mutual Insurance Company
	7/13/2007
	 	 	16006933	 	 	$	25,000	 	 	Liberty Mutual Insurance Company
	9/30/2007
	 	 	16006947	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	1/22/2008
	 	 	16007610	 	 	$	2,784,875	 	 	Liberty Mutual Insurance Company
	10/5/2007
	 	 	16007620	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	12/31/2008
	 	 	16008641	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	12/31/2008
	 	 	16008642	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	9/30/2008
	 	 	16008645	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	9/30/2008
	 	 	16008646	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	9/30/2008
	 	 	16008647	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	9/30/2008
	 	 	16008661	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	12/31/2008
	 	 	16008678	 	 	$	145,000	 	 	Liberty Mutual Insurance Company
	9/30/2007
	 	 	16018351	 	 	$	895,849	 	 	Liberty Mutual Insurance Company
	7/31/2007
	 	 	16018390	 	 	$	20,000	 	 	Liberty Mutual Insurance Company
	10/15/2007
	 	 	16018396	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	5/1/2007
	 	 	16018398	 	 	$	2,601	 	 	Liberty Mutual Insurance Company
	5/31/2007
	 	 	16018409	 	 	$	6,000	 	 	Liberty Mutual Insurance Company
	10/11/2007
	 	 	16018463	 	 	$	685,000	 	 	Liberty Mutual Insurance Company
	10/14/2007
	 	 	16018465	 	 	$	2,000	 	 	Liberty Mutual Insurance Company
	11/5/2007
	 	 	16018467	 	 	$	34,466	 	 	Liberty Mutual Insurance Company
	5/3/2007
	 	 	16018471	 	 	$	10,029	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018474	 	 	$	2,000,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018476	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	12/31/2007
	 	 	16018477	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018478	 	 	$	37,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018480	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018481	 	 	$	100,000	 	 	Liberty Mutual Insurance Company
	6/30/2007
	 	 	16018483	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018484	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018485	 	 	$	1,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018486	 	 	$	207,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16018488	 	 	$	1,500	 	 	Liberty Mutual Insurance Company
	3/15/2007
	 	 	16028347	 	 	$	574,631	 	 	Liberty Mutual Insurance Company






10









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 
	Expiration or	 	Bond	 	 	Coverage (US	 	 	 
	Renewal Date	 	Number	 	 	Equiv)	 	 	Provider
	1/31/2006
	 	 	16028378	 	 	$	1,067,426	 	 	Fianzas Mexico Bital (Fiamex)
	11/20/2007
	 	 	16028621	 	 	$	418,188	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028623	 	 	$	11,751	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028624	 	 	$	10,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028625	 	 	$	10,000	 	 	Liberty Mutual Insurance Company
	12/30/2007
	 	 	16028627	 	 	$	500,000	 	 	Liberty Mutual Insurance Company
	12/26/2007
	 	 	16028628	 	 	$	200,000	 	 	Liberty Mutual Insurance Company
	12/28/2007
	 	 	16028629	 	 	$	400,000	 	 	Liberty Mutual Insurance Company
	12/28/2007
	 	 	16028630	 	 	$	50,000	 	 	Liberty Mutual Insurance Company
	12/28/2007
	 	 	16028635	 	 	$	150,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028636	 	 	$	1,594	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028637	 	 	$	14,700	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028638	 	 	$	2,312,208	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028639	 	 	$	47,475	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028642	 	 	$	341,421	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028643	 	 	$	3,000,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028644	 	 	$	806,889	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028646	 	 	$	333,841	 	 	Liberty Mutual Insurance Company
	12/1/2007
	 	 	16028647	 	 	$	10,000	 	 	Liberty Mutual Insurance Company
	1/1/2008
	 	 	16028651	 	 	$	2,896,781	 	 	Liberty Mutual Insurance Company
	11/30/2007
	 	 	16028664	 	 	$	6,000	 	 	Travelers Casualty and Surety Company of America
	12/31/2007
	 	 	16028698	 	 	$	2,500	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028701	 	 	$	50,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028702	 	 	$	3,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028703	 	 	$	20,000	 	 	Liberty Mutual Insurance Company
	6/30/2007
	 	 	16028704	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028706	 	 	$	36,000	 	 	Liberty Mutual Insurance Company
	10/30/2007
	 	 	16028707	 	 	$	50,000	 	 	Liberty Mutual Insurance Company
	11/20/2007
	 	 	16028708	 	 	$	1,600	 	 	Liberty Mutual Insurance Company
	12/26/2007
	 	 	16028769	 	 	$	75,000	 	 	Liberty Mutual Insurance Company
	10/13/2007
	 	 	16028930	 	 	$	500,000	 	 	Liberty Mutual Insurance Company
	10/19/2007
	 	 	16028931	 	 	$	1,050	 	 	Liberty Mutual Insurance Company
	11/9/2007
	 	 	16028933	 	 	$	40,576	 	 	Liberty Mutual Insurance Company
	2/28/2008
	 	 	16031475	 	 	$	63,108	 	 	Liberty Mutual Insurance Company
	7/1/2007
	 	 	16031486	 	 	$	150,000	 	 	Liberty Mutual Insurance Company
	1/18/2008
	 	 	16031501	 	 	$	302,400	 	 	Liberty Mutual Insurance Company
	5/20/2007
	 	 	16031508	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	5/2/2007
	 	 	16031509	 	 	$	5,000	 	 	Liberty Mutual Insurance Company
	12/31/2006
	 	 	16031521	 	 	$	12,500	 	 	Liberty Mutual Insurance Company
	12/15/2006
	 	 	16031542	 	 	$	136,000	 	 	Liberty Mutual Insurance Company
	11/17/2007
	 	 	16031548	 	 	$	7,400	 	 	Liberty Mutual Insurance Company
	10/19/2007
	 	 	16031550	 	 	$	57,702	 	 	Liberty Mutual Insurance Company
	11/8/2007
	 	 	16031551	 	 	$	364,925	 	 	Liberty Mutual Insurance Company
	1/1/2008
	 	 	16031552	 	 	$	91,224	 	 	Liberty Mutual Insurance Company
	7/1/2007
	 	 	16031553	 	 	$	2,000,000	 	 	Liberty Mutual Insurance Company
	2/28/2008
	 	 	16031554	 	 	$	181,000	 	 	Liberty Mutual Insurance Company
	9/29/2007
	 	 	16032995	 	 	$	100,000	 	 	Liberty Mutual Insurance Company
	9/29/2007
	 	 	16032996	 	 	$	50,000	 	 	Liberty Mutual Insurance Company
	7/31/2007
	 	 	16033001	 	 	$	35,244	 	 	Liberty Mutual Insurance Company
	12/31/2006
	 	 	16033008	 	 	$	4,995	 	 	Liberty Mutual Insurance Company






11









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 
	Expiration or	 	Bond	 	 	Coverage (US	 	 	 
	Renewal Date	 	Number	 	 	Equiv)	 	 	Provider
	12/31/2006
	 	 	16033009	 	 	$	4,516	 	 	Liberty Mutual Insurance Company
	1/1/2007
	 	 	16033010	 	 	$	2,325	 	 	Liberty Mutual Insurance Company
	3/16/2007
	 	 	16033011	 	 	$	24,917	 	 	Liberty Mutual Insurance Company
	1/31/2007
	 	 	16033013	 	 	$	2,330	 	 	Liberty Mutual Insurance Company
	3/1/2007
	 	 	16033014	 	 	$	3,348	 	 	Liberty Mutual Insurance Company
	3/1/2007
	 	 	16033015	 	 	$	448	 	 	Liberty Mutual Insurance Company
	2/1/2007
	 	 	16033016	 	 	$	2,557	 	 	Liberty Mutual Insurance Company
	2/6/2007
	 	 	16033017	 	 	$	3,086	 	 	Liberty Mutual Insurance Company
	2/5/2007
	 	 	16033018	 	 	$	3,117	 	 	Liberty Mutual Insurance Company
	1/19/2007
	 	 	16033019	 	 	$	2,717	 	 	Liberty Mutual Insurance Company
	1/19/2007
	 	 	16033020	 	 	$	2,709	 	 	Liberty Mutual Insurance Company
	3/1/2007
	 	 	16033022	 	 	$	3,078	 	 	Liberty Mutual Insurance Company
	10/7/2007
	 	 	16033035	 	 	$	360,262	 	 	Liberty Mutual Insurance Company
	3/22/2008
	 	 	40227014	 	 	$	100,000	 	 	Travelers Casualty and Surety Company of America
	10/31/2007
	 	 	60922006	 	 	$	9,800,000	 	 	Liberty Mutual Insurance Company
	7/1/2007
	 	 	103291757	 	 	$	238,000	 	 	Travelers Guarantee Company of Canada
	5/24/2007
	 	 	104083173	 	 	$	1,400	 	 	Travelers Casualty and Surety Company of America
	5/2/2007
	 	 	104083175	 	 	$	1,000	 	 	Travelers Casualty and Surety Company of America
	5/2/2007
	 	 	104083179	 	 	$	1,000	 	 	Travelers Casualty and Surety Company of America
	5/7/2007
	 	 	104083196	 	 	$	120,000	 	 	Travelers Casualty and Surety Company of America
	6/1/2007
	 	 	104083202	 	 	$	1,000	 	 	Travelers Casualty and Surety Company of America
	3/10/2008
	 	 	104282728	 	 	$	15,000	 	 	Travelers Casualty and Surety Company of America
	4/1/2007
	 	 	104338675	 	 	$	14,808	 	 	Travelers Casualty and Surety Company of America
	12/1/2006
	 	 	104387728	 	 	$	318,130	 	 	Travelers Casualty and Surety Company of America
	12/31/2006
	 	 	104387804	 	 	$	2,200	 	 	Travelers Casualty and Surety Company of America
	12/31/2006
	 	 	104387805	 	 	$	2,300	 	 	Travelers Casualty and Surety Company of America
	12/31/2006
	 	 	104387821	 	 	$	1,300	 	 	Travelers Casualty and Surety Company of America
	12/7/2007
	 	 	104397574	 	 	$	3,000	 	 	Travelers Casualty and Surety Company of America
	12/7/2007
	 	 	104397575	 	 	$	10,000	 	 	Travelers Casualty and Surety Company of America
	10/22/2007
	 	 	104397577	 	 	$	21,589	 	 	Travelers Casualty and Surety Company of America
	10/31/2007
	 	 	104397580	 	 	$	25,000	 	 	Travelers Casualty and Surety Company of America
	11/30/2005
	 	 	104448693	 	 	$	4,400	 	 	Travelers Casualty and Surety Company
	10/31/2007
	 	 	104448694	 	 	$	4,893	 	 	Travelers Casualty and Surety Company of America
	11/30/2005
	 	 	104448695	 	 	$	24,029	 	 	Travelers Casualty and Surety Company of America
	12/31/2005
	 	 	104448771	 	 	$	7,987	 	 	Travelers Casualty and Surety Company of America
	12/31/2005
	 	 	104448772	 	 	$	5,572	 	 	Travelers Casualty and Surety Company of America
	12/31/2005
	 	 	104448773	 	 	$	15,483	 	 	Travelers Casualty and Surety Company of America
	2/28/2006
	 	 	104448776	 	 	$	55,212	 	 	Travelers Casualty and Surety Company of America
	2/28/2006
	 	 	104448777	 	 	$	6,307	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483663	 	 	$	2,405	 	 	Travelers Casualty and Surety Company of America
	6/29/2006
	 	 	104483664	 	 	$	788	 	 	Travelers Casualty and Surety Company of America
	12/31/2006
	 	 	104483665	 	 	$	1,157	 	 	Travelers Casualty and Surety Company of America
	12/31/2006
	 	 	104483666	 	 	$	10,008	 	 	Travelers Casualty and Surety Company of America
	6/29/2006
	 	 	104483667	 	 	$	3,788	 	 	Travelers Casualty and Surety Company of America
	6/29/2006
	 	 	104483668	 	 	$	2,990	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483674	 	 	$	546	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483675	 	 	$	7,366	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483676	 	 	$	1,046	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483677	 	 	$	287	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483678	 	 	$	1,842	 	 	Travelers Casualty and Surety Company of America






12









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 
	Expiration or	 	Bond	 	 	Coverage (US	 	 	 
	Renewal Date	 	Number	 	 	Equiv)	 	 	Provider
	6/29/2007
	 	 	104483679	 	 	$	2,492	 	 	Travelers Casualty and Surety Company of America
	6/29/2007
	 	 	104483680	 	 	$	1,719	 	 	Travelers Casualty and Surety Company of America
	4/30/2007
	 	 	104483681	 	 	$	8,932	 	 	Travelers Casualty and Surety Company of America
	5/7/2007
	 	 	104510911	 	 	$	5,000	 	 	Travelers Casualty and Surety Company of America
	5/7/2007
	 	 	104510913	 	 	$	1,000	 	 	Travelers Casualty and Surety Company of America
	6/7/2007
	 	 	104510926	 	 	$	1,000	 	 	Travelers Casualty and Surety Company of America
	6/7/2007
	 	 	104510927	 	 	$	1,000	 	 	Travelers Casualty and Surety Company of America
	6/27/2007
	 	 	104510928	 	 	$	3,200	 	 	Travelers Casualty and Surety Company of America
	6/15/2007
	 	 	104511008	 	 	$	15,500,000	 	 	Travelers Casualty and Surety Company of America
	7/26/2007
	 	 	104545352	 	 	$	152,000	 	 	Travelers Guarantee Company of Canada
	7/2/2006
	 	 	104557287	 	 	$	94,215	 	 	Travelers Casualty and Surety Company of America
	7/31/2007
	 	 	104557300	 	 	$	20,023	 	 	Travelers Casualty and Surety Company of America






13









 






Schedule 6.08




TRANSACTIONS WITH AFFILIATES



None.




 









 








Schedule 6.09




EXISTING INVESTMENTS




          The Borrower holds, directly or indirectly, equity investments in the Subsidiaries set forth
on Schedule 3.06.




          Each of the intercompany loans listed on Schedule 6.03.




          The Borrower made a capital contribution to New Sky, Ltd. for the purpose of cash
collateralizing letters of credit listed on Schedule 6.03 issued for the account of such
Subsidiary.




          Delta Air Lines, Inc. owns:





	 	•	 	14.3% of ARINC, Inc.
	 
	 	•	 	49,563 shares in Verticalnet, Inc.
	 
	 	•	 	1,945,138 restricted common shares of G2 Switchworks Corp.
	 
	 	•	 	142 shares of U.S. Airways Group, Inc.
	 
	 	•	 	356 shares of Continental Airlines, Inc. Class B
	 
	 	•	 	38 shares of common stock of Ace Aviation Holdings, Inc.
	 
	 	•	 	340 shares of common stock Atlas Air Worldwide Holdings, Inc.
	 
	 	•	 	260 shares of common stock of Federated Department Stores, Inc.
	 
	 	•	 	39,690 shares of FRAC Wave Community Newspaper
	 
	 	•	 	1 share of common stock of Franklin Electronic Publishers, Inc.
	 
	 	•	 	2129 shares of common stock of Hawaiian Holdings, Inc.
	 
	 	•	 	10 shares of common stock of SeraCare Life Sciences, Inc.
	 
	 	•	 	3210 shares of common stock of Atlantic G Communities Z
	 
	 	•	 	335 shares of common stock of Continental Info Systems
	 
	 	•	 	368 shares of common stock of Weiners Stores Inc.
	 
	 	•	 	100 shares of common stock of Atlanta Airlines Terminal Corporation
	 
	 	•	 	7 membership interest units (Class A) of Kaiser Ventures LLC
	 
	 	•	 	1 share of Airline Clearing House
	 
	 	•	 	119 shares of Air Cargo Facilities, Inc.
	 
	 	•	 	1 share of Airline Reporting Corp.
	 
	 	•	 	4.125% of Atlanta Housing Equity Fund, L.P.
	 
	 	•	 	10 shares of Central Air Terminal
	 
	 	•	 	1000 share of Hudson General
	 
	 	•	 	10 shares of Manhattan Air Terminal
	 
	 	•	 	2 shares of Midway Airport Corp.
	 
	 	•	 	200 shares of VT Development CR Corp.
	 
	 	•	 	2 shares of Wave Community Newspapers Co.
	 
	 	•	 	2 shares of Wickes Companies, Inc.
	 
	 	•	 	21,053 warrants to purchase stock of LastMinuteTravel.com
	 
	 	•	 	250,000 warrants to purchase stock of CentrPort
	 
	 	•	 	2,053,887 warrants to purchase stock of Sparkfly
	 
	 	•	 	600,000 warrants to purchase stock of WheelTug
	 
	 	•	 	1,500 warrants to purchase stock of GFX
	 
	 	•	 	Warrant to purchase up to five percent (5%) of the fully diluted equity of ATH
Group.




 









 











          DAL Moscow, Inc. owns 50% of DATE, a Russian closed joint stock company.




          DATE
owns 19.45% of TASM.1




Joint Ventures and Partnerships of Borrower





	 	•	 	Borrower is a 33.33% member of U.S. Cargo Sales Joint Venture, LLC.
	 
	 	•	 	Borrower is party to numerous international alliance, marketing and codeshare
arrangements (collectively, “Codeshare Ventures”) whereby Borrower places its flight
designator code on certain flights operated by other
carriers, and vice versa. These Codeshare Ventures also generally include the provision of
reciprocal frequent flier and customer lounge use benefits for the carriers’ respective
passengers.
	 
	 	•	 	Borrower owns 1,000 shares of common stock of Guardant, Inc. (“Guardant”), which
constitutes 1/3 of the outstanding shares of common stock. The other shareholders of
Guardant are Societe Air France and Korean Air Lines Co., Ltd, each of which also owns
1,000 shares of the common stock of Guardant. Guardant was organized for the purpose as
registrant/owner, of applying for and registering trademarks in various countries on behalf
of Skyteam.




Borrower, either directly or through one or more of its Subsidiaries, is a participant or member in
the following fuel farm consortia:



ABQ Fuel Company LLC



Anchorage Fueling and Service Company



Arizona Fueling Facilities Corporation



ATLECON Fuel Corp.



Austin Fuel Committee



BOSFUEL Corp.



Charlotte Fuel Committee



Chicago Midway Fuel Committee



DCA Fuel Committee



Denver International Airport Fuel Committee






 




			
	1	 	Dormant.




 









 









DFW Fuel Committee



Fort Lauderdale Fuel Committee



Fort Myers Fuel Committee



Honolulu Fueling Facilities Corporation



Hooker’s Point Fuel Committee



Houston Hobby Fuel Committee [under agreement with Allied Aviation Fueling Company of Houston, LP]



IAD Fuels LLC



Indianapolis Fuel Facilities LLC



JFK Fuel Committee [under agreement with Allied New York Services, Inc.]



LaGuardia Fuel Facilities Corporation



LASFUEL Corp.



LAXFUEL Corp.



MCI Fuel Company LLC



Memphis Fuel Committee



Miami Fuel Committee



Milwaukee Fuel Committee



Minneapolis Fueling Committee



Newark Fuel Committee



Oakland Fuel Facilities Corp.



ONTFUEL Corporation



ORD Fuel Committee



Orlando Fuel Committee



Philadelphia Fuel Facilities Corporation



Pittsburg Fuel Committee



Portland Fuel Facilities Corporation




 









 







Reno Fueling Facilities Corporation



Rochester Fuel Committee



Salt Lake City Fuel Committee



San Diego International Airport Fuel Committee



SEATAC Fuel Facilities LLC



SFO Fuel Company, LLC



SJC Fuel Company LLC



SNAFUEL Corp.



STL Fuel Committee [under agreement with Allied Aviation Fueling Co. of STL Inc.]



Tampa Fuel Committee



Tulsa Fuel Committee