8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2011

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05424	58-0218548
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 20706, Atlanta, Georgia 30320-6001
(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 715-2600

Registrant’s Web site address: www.delta.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

2010-2B EETC

     On February 14, 2011, Delta Air Lines, Inc. (the “Company” or “Delta”) completed an offering of an aggregate principal amount of $134,646,000 of Pass Through Certificates, Series 2010-2B (the “Class B Certificates”) through a newly formed pass through trust.

     The Class B Certificates were offered pursuant to the Prospectus Supplement, dated February 7, 2011, to the Prospectus, dated June 28, 2010, which forms a part of the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-167811) (the “Registration Statement”), filed with the Securities and Exchange Commission on June 28, 2010. This Current Report on Form 8-K is being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, some of which are described below and all of which are hereby incorporated by reference in the Registration Statement. The descriptions of the agreements described below are qualified in their entirety by reference to the respective agreements, copies of which are filed herewith or incorporated herein as exhibits.

Underwriting Agreement

     On February 7, 2011, Delta entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and Goldman, Sachs & Co., as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the issuance and sale of the Class B Certificates.

     The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Underwriting Agreement also contains provisions pursuant to which the Company agrees to hold harmless and indemnify the Underwriters against damages under certain circumstances, which are customary for a transaction of this type.

     Delivery of the Class B Certificates was made under the Underwriting Agreement on February 14, 2011 with an interest rate of 6.75% per annum. The Class B Certificates were issued by a pass through trust. The Underwriters purchased the Class B Certificates from such pass through trust at 100% of the principal amount thereof.

     As described below, the pass through trust has used or will use the proceeds from the sale of Class B Certificates to acquire the applicable Series B Equipment Notes from the Company. Payments on the Series B Equipment Notes will be passed through to the certificateholders of the trust. The Company expects to use the proceeds from the issuance of the Pre-Funded Aircraft Series B Equipment Notes to be issued with respect to each 2001-1 Aircraft to reimburse itself, in part, for the repayment at maturity of the existing financing of such 2001-1 Aircraft. The Company will use the balance of any such proceeds not used in connection with the foregoing, along with the proceeds from the issuance of the Pre-Funded Aircraft Series B Equipment Notes to be issued with respect to the Unencumbered Aircraft and the issuance of the Funded Aircraft Series B Equipment Notes issued with respect to the Funded Aircraft, to pay fees and expenses relating to the offering and for general corporate purposes.

Issuance of Equipment Notes

     Delta and U.S. Bank Trust National Association, as loan trustee (the “Loan Trustee”), entered into twelve separate participation agreement amendments (each, a “Participation Agreement Amendment”) to existing participation agreements entered into by the Company on December 21, 2010 (each, an “Existing Participation Agreement”) in connection with the financing of Funded Aircraft (as defined hereafter). The other parties to the Participation Agreement Amendments are U.S. Bank Trust National Association, as subordination agent (the “Subordination Agent”); as pass through trustee under the existing pass through trust formed by the Company (the “Class A Trustee”) on November 22, 2010 in connection with the issuance and sale of Delta Air Lines, Inc. Pass Through Certificates, Series 2010-2A (the “Class A Certificates”); as pass through trustee under the pass through trust newly formed by the Company (the “Class B Trustee” and, together with the Class A Trustee, the “Trustees”) on the date hereof in connection with the issuance and sale of the Class B Certificates. The Participation Agreement Amendments provide for the issuance by Delta of series B equipment notes (the “Funded Aircraft Series B Equipment Notes”), pursuant to twelve separate indenture amendments (each, an “Indenture Amendment”) to existing indenture and security agreements entered into by the Company on December 21, 2010 with the Loan Trustee (each such existing indenture, an “Existing Indenture,” and as amended by the related Indenture Amendment, an “Amended Indenture”) in connection with the financing of Funded Aircraft, in the aggregate

principal amount of $75,849,000. The Funded Aircraft Series B Equipment Notes are secured by: (a) two Boeing 737-732 aircraft delivered new to Delta in 2009, (b) one Boeing 777-232LR delivered new to Delta in 2009, (c) three Boeing 757-351 aircraft delivered new to Northwest Airlines in 2003, (d) one Airbus A320-211 aircraft delivered new to Northwest Airlines in 2003, (e) one Airbus A330-223 aircraft delivered new to Northwest Airlines in 2004, (f) one Airbus A330-323 aircraft delivered new to Northwest Airlines in 2005 and (g) three McDonnell Douglas MD-90-30 aircraft delivered new to third parties from McDonnell Douglas from 1996 to 1997 and acquired by Delta in 2009 and 2010 (collectively, the “Funded Aircraft”). The Funded Aircraft also secure the series A equipment notes previously issued pursuant to the Existing Indentures. The form of Existing Participation Agreements and form of Existing Indentures were filed as Exhibits 4.9 and 4.10, respectively, to Delta’s Current Report on Form 8-K, dated November 22, 2010, and are incorporated by reference herein. The Participation Agreement Amendment, Indenture Amendment and Funded Aircraft Series B Equipment Note with respect to the Funded Aircraft bearing U.S. Registration Number N308DE are filed herewith as Exhibits 4.12, 4.13 and 4.14, respectively. The Participation Agreement Amendments, Indenture Amendments and Funded Aircraft Series B Equipment Note with respect to the other eleven Funded Aircraft are substantially identical in all material respects, except for the differences set forth in Schedule I filed herewith as Exhibit 99.1.

     On February 14, 2011, Delta, the Subordination Agent, the Trustees, U.S. Bank National Association, as Escrow Agent under the Escrow Agreement (as defined below), U.S. Bank Trust National Association as Paying Agent under the Escrow Agreement and certain other parties entered into an amended and restated note purchase agreement (the “Note Purchase Agreement”). The Note Purchase Agreement provides for the future issuance by the Company of series B equipment notes (the “Pre-Funded Aircraft Series B Equipment Notes” and, together with the Funded Aircraft Series B Equipment Notes, the “Series B Equipment Notes”) in the aggregate principal amount of $58,797,000 secured by the following sixteen aircraft (collectively, the “Pre-Funded Aircraft” and, together with the Funded Aircraft, the “Aircraft”):

     (i) (a) six Boeing 737-832 aircraft delivered new to Delta in 2000, (b) one Boeing 757-232 aircraft delivered new to Delta in 2001 and (c) three Boeing 767-332ER aircraft delivered new to Delta in 2000 (collectively, the “2001-1 Aircraft”), in each case currently subject to liens under a prior enhanced equipment trust certificate transaction entered into by Delta in September 2001; and

     (ii) six Boeing 757-251 aircraft delivered new in 1996 to Northwest Airlines, Inc. (“Northwest Airlines”), which was acquired by Delta in October 2008 and subsequently merged into Delta on December 31, 2009 with Delta as the surviving entity (collectively, the “Unencumbered Aircraft”).

     Pursuant to the Note Purchase Agreement, the Class B Trustee will purchase the Pre-Funded Aircraft Series B Equipment Notes by (a) October 31, 2011 with respect to the 2001-1 Aircraft and (b) April 30, 2011 with respect to the Unencumbered Aircraft. The Pre-Funded Aircraft Series B Equipment Notes will be issued under an Indenture and Security Agreement (each, a “Pre-Funded Aircraft Indenture” and, together with the Amended Indentures, the “Indentures”) with respect to each Pre-Funded Aircraft to be entered into by the Company and the Loan Trustee.

     Once all the Series B Equipment Notes have been issued, the aggregate principal amount of the Series B Equipment Notes will be equal to $134,646,000. The Series B Equipment Notes have been or will be purchased by the Class B Trustee, using the proceeds from the sale of a total of $134,646,000 of Class B Certificates. The Series B Equipment Notes bear interest at the rate of 6.75% per annum. The Class B Certificates rank generally junior to the Class A Certificates.

     Pending the purchase of the Pre-Funded Aircraft Series B Equipment Notes with respect to the 2001-1 Aircraft and the Unencumbered Aircraft, $58,797,000 in proceeds from the sale of the Class B Certificates were placed in escrow by the Class B Trustee pursuant to an Escrow and Paying Agent Agreement, dated as of February 14, 2011 (the “Escrow Agreement”), among U.S. Bank National Association, as Escrow Agent and Paying Agent, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and the Class B Trustee. The escrowed funds were deposited with the Bank of New York Mellon, under a Deposit Agreement.

     The interest on the escrowed funds is payable on May 23, 2011 and interest on the Series B Equipment Notes is payable semiannually on each May 23 and November 23 following the issuance thereof, beginning on May 23, 2011. The entire principal on the Series B Equipment Notes is scheduled for payment on November 23, 2015. Maturity of the Series B Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by the Company (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving the Company. The Series B Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft financed pursuant to the Amended Indentures and the Note Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

1.1	Underwriting Agreement, dated as of February 7, 2011, between Delta Air Lines, Inc. and the Underwriters
4.2	Trust Supplement No. 2010-2B, dated as of February 14, 2011, between Delta Air Lines, Inc. and U.S. Bank Trust National Association, as Class B Trustee, to Pass Through Trust Agreement dated as of November 16, 2000
4.3	Form of Pass Through Trust Certificate, Series 2010-2B (included in Exhibit A to Exhibit 4.2)
4.4	Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Trustee of the Delta Air Lines Pass Through Trust 2010-2A and Delta Air Lines Pass Through Trust 2010-2B, Natixis S.A., acting via its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and U.S. Bank Trust National Association, as Subordination Agent
4.5	Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the trustee of Delta Air Lines Pass Through Trust 2010-2B and as Borrower, and Natixis S.A., acting via its New York Branch, as Class B Liquidity Provider
4.6	Deposit Agreement (Class B), dated as of February 14, 2011, between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary
4.7	Escrow and Paying Agent Agreement (Class B), dated as of February 14, 2011, among U.S. Bank National Association, as Escrow Agent, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as Underwriters, U.S. Bank Trust National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Delta Air Lines Pass Through Trust 2010-2B, and U.S. Bank Trust National Association, as Paying Agent
4.8	Amended and Restated Note Purchase Agreement, dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, and U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank National Association, as Escrow Agent, and U.S. Bank Trust National Association, as Paying Agent
4.9	Form of Participation Agreement (Participation Agreement among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank National Trust Association, in its individual capacity as set forth therein) (Exhibit B to the Note Purchase Agreement)
4.10	Form of Indenture and Security Agreement (Indenture and Security Agreement between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee) (Exhibit C to the Note Purchase Agreement)
4.11	Form of Series 2010-2 Equipment Notes (included in Exhibit 4.10)
4.12	First Amendment to Participation Agreement (N308DE), dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank National Trust Association, in its individual capacity as set forth therein

4.13	First Amendment to Indenture and Security Agreement (N308DE), dated as of February 14, 2011, between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee
4.14	Series 2010-2B (N308DE) Equipment Note No. 1, dated February 14, 2011
5.1	Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc.
5.2	Opinion of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association
5.3	Opinion of Leslie P. Klemperer, Esq. Vice President — Deputy General Counsel of Delta Air Lines, Inc.
8.1	Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc., with respect to certain tax matters
23.1	Consent of Aircraft Information Systems, Inc.
23.2	Consent of BK Associates, Inc.
23.3	Consent of Morten Beyer & Agnew, Inc.
23.4	Consent of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc. (included in Exhibit 5.1 and 8.1)
23.5	Consent of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association (included in Exhibit 5.2)
23.6	Consent of Leslie P. Klemperer, Esq. Vice President — Deputy General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.3)
99.1	Schedule I*

* Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.1 filed herewith contains a list of documents applicable to the financing of the Funded Aircraft in connection with the offering of the Class B Certificates, which documents are substantially identical to those filed herewith as Exhibits 4.12, 4.13 and 4.14. Exhibit 99.1 sets forth the details by which such documents differ from the corresponding Exhibits.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DELTA AIR LINES, INC.
	By:	/s/ Hank Halter
		Hank Halter
Date: February 14, 2011		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
1.1	Underwriting Agreement, dated as of February 7, 2011, between Delta Air Lines, Inc. and the Underwriters
4.2	Trust Supplement No. 2010-2B, dated as of February 14, 2011, between Delta Air Lines, Inc. and U.S. Bank Trust National Association, as Class B Trustee, to Pass Through Trust Agreement dated as of November 16, 2000
4.3	Form of Pass Through Trust Certificate, Series 2010-2B (included in Exhibit A to Exhibit 4.2)
4.4	Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Trustee of the Delta Air Lines Pass Through Trust 2010-2A and Delta Air Lines Pass Through Trust 2010-2B, Natixis S.A., acting via its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and U.S. Bank Trust National Association, as Subordination Agent
4.5	Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the trustee of Delta Air Lines Pass Through Trust 2010-2B and as Borrower, and Natixis S.A., acting via its New York Branch, as Class B Liquidity Provider
4.6	Deposit Agreement (Class B), dated as of February 14, 2011, between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary
4.7	Escrow and Paying Agent Agreement (Class B), dated as of February 14, 2011, among U.S. Bank National Association, as Escrow Agent, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as Underwriters, U.S. Bank Trust National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Delta Air Lines Pass Through Trust 2010-2B, and U.S. Bank Trust National Association, as Paying Agent
4.8	Amended and Restated Note Purchase Agreement, dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, and U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank National Association, as Escrow Agent, and U.S. Bank Trust National Association, as Paying Agent
4.9	Form of Participation Agreement (Participation Agreement among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank National Trust Association, in its individual capacity as set forth therein) (Exhibit B to the Note Purchase Agreement)
4.10	Form of Indenture and Security Agreement (Indenture and Security Agreement between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee) (Exhibit C to the Note Purchase Agreement)
4.11	Form of Series 2010-2 Equipment Notes (included in Exhibit 4.10)
4.12	First Amendment to Participation Agreement (N308DE), dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank National Trust Association, in its individual capacity as set forth therein

Exhibit
Number	Description
4.13	First Amendment to Indenture and Security Agreement (N308DE), dated as of February 14, 2011, between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee
4.14	Series 2010-2B (N308DE) Equipment Note No. 1, dated February 14, 2011
5.1	Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc.
5.2	Opinion of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association
5.3	Opinion of Leslie P. Klemperer, Esq. Vice President — Deputy General Counsel of Delta Air Lines, Inc.
8.1	Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc., with respect to certain tax matters
23.1	Consent of Aircraft Information Systems, Inc.
23.2	Consent of BK Associates, Inc.
23.3	Consent of Morten Beyer & Agnew, Inc.
23.4	Consent of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc. (included in Exhibit 5.1 and 8.1)
23.5	Consent of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association (included in Exhibit 5.2)
23.6	Consent of Leslie P. Klemperer, Esq. Vice President — Deputy General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.3)
99.1	Schedule I*

* Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.1 filed herewith contains a list of documents applicable to the financing of the Funded Aircraft in connection with the offering of the Class B Certificates, which documents are substantially identical to those filed herewith as Exhibits 4.12, 4.13 and 4.14. Exhibit 99.1 sets forth the details by which such documents differ from the corresponding Exhibits.

EX-1.1

Exhibit 1.1

EXECUTION VERSION

DELTA AIR LINES, INC.

Pass Through Certificates, Series 2010-2B

UNDERWRITING AGREEMENT

February 7, 2011

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005

Goldman, Sachs & Co.
200 West Street
New York, NY 10282

As representatives of the several Underwriters named in Schedule I hereto

Ladies and Gentlemen:

          Delta Air Lines, Inc., a Delaware corporation (the “Company”), proposes that U.S. Bank Trust National Association (“U.S. Bank Trust”) (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), acting not in its individual capacity but solely as pass through trustee (the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000 (the “Basic Agreement”), and supplemented by the Trust Supplement (as defined below), as amended, between the Company and the Trustee, issue and sell to the Underwriters named in Schedule I hereto (each, an “Underwriter” and together, the “Underwriters”), for which you are acting as representatives, Delta Air Lines Pass Through Certificates, Series 2010-2B (the “Certificates”), in the aggregate amount and with the interest rate and final expected distribution date set forth in Schedule II hereto on the terms and conditions stated herein.

          The Basic Agreement is supplemented with respect to the Certificates by a trust supplement, to be dated as of February 14, 2011 (the “Trust Supplement”), which relates to the creation and administration of the Delta Air Lines Pass Through Trust, Series 2010-2B (the “Trust”). The Basic Agreement, as supplemented by the Trust Supplement, is defined as the “Designated Agreement.”

          The Certificates will represent interests in the Trust established pursuant to the Designated Agreement to fund the purchase of (i) Series B Equipment Notes (as defined in the

Existing Indentures referred to herein, as amended by the related Indenture Amendments referred to herein) to be issued by the Company in connection with the financing of 12 aircraft owned by the Company and set forth on Schedule V hereto (each such aircraft, a “Funded Aircraft” and, collectively, the “Funded Aircraft”) and (ii) Series B Equipment Notes (as defined in the Note Purchase Agreement referred to herein) to be issued by the Company in connection with the financing of 16 aircraft owned by the Company and set forth on Schedule VI hereto (each such aircraft, a “Pre-Funded Aircraft” and, collectively, the “Pre-Funded Aircraft”).

          With respect to the Funded Aircraft, subject to the terms and conditions of the Designated Agreement and the relevant Participation Agreement, dated as of December 21, 2010 (each, an “Existing Participation Agreement” and, collectively, the “Existing Participation Agreements”), among the Company, the Class A Trustee (as defined in the Original Intercreditor Agreement referred to herein), U.S. Bank Trust, as subordination agent (the “Subordination Agent”), U.S. Bank Trust, as loan trustee (the “Loan Trustee”), and U.S. Bank Trust, in its individual capacity as expressly set forth therein, and each as amended by the related First Amendment to Participation Agreement (each, a “Participation Agreement Amendment” and collectively, the “Participation Agreement Amendments”), to be dated as of the day of the Closing Time (as defined below), among the Company, the Class A Trustee, the Trustee, the Subordination Agent, the Loan Trustee and U.S. Bank Trust, in its individual capacity as expressly set forth therein , Series B Equipment Notes will be issued under 12 separate Indenture and Security Agreements, each dated as of December 21, 2010 (each, including any supplements thereto, an “Existing Indenture” and, collectively, the “Existing Indentures”), between the Company and the Loan Trustee, and each as amended by the related First Amendment to Indenture and Security Agreement (each, an “Indenture Amendment” and collectively, “Indenture Amendments”), dated as of day of the Closing Time, between the Company and Loan Trustee.

          With respect to the Pre-Funded Aircraft, subject to terms and conditions of the Designated Agreement and the Amended and Restated Note Purchase Agreement, dated as of the day of the Closing Time (the “Note Purchase Agreement”), among the Company, the Class A Trustee, the Trustee, the Subordination Agent, U.S. Bank National Association, as escrow agent (the “Escrow Agent”) and U.S. Bank Trust, as paying agent (the “Paying Agent”), which amends and restates the Note Purchase Agreement, dated as of November 22, 2010 (the “Original Note Purchase Agreement”) among the Company, the Class A Trustee, the Subordination Agent, the Escrow Agent and the Paying Agent, and the relevant participation agreement (each, a “Pre-Funded Aircraft Participation Agreement” and, together with each Existing Participation Agreement as amended by the related Participation Agreement Amendment, collectively, the “Participation Agreements”) to be entered into among the Company, the Class A Trustee, the Trustee, the Subordination Agent, the Loan Trustee and U.S. Bank Trust, in its individual capacity as expressly set forth therein, Series B Equipment Notes will be issued under 16 separate Indenture and Security Agreements (each, including any supplements thereto, a “Pre-Funded Aircraft Indenture” and, together with each Existing Indenture as amended by the related Indenture Amendment, collectively, the “Indentures”) to be entered into between the Company and the Loan Trustee.

          A portion of the cash proceeds of the offering of Certificates by the Trust will be applied at the Closing Time to purchase the Series B Equipment Notes in respect of the Funded

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Aircraft. The remaining portion of the cash proceeds of the offering of Certificates by the Trust will be paid to the Escrow Agent, under an Escrow and Paying Agent Agreement (Class B), dated as of the day of the Closing Time, among the Escrow Agent, you, the Trustee and the Paying Agent, for the benefit of the holders of Certificates issued by the Trust (the “Escrow Agreement”). The Escrow Agent will deposit such remaining portion of the cash proceeds (the “Deposits”) with The Bank of New York Mellon (the “Depositary”), in accordance with a Deposit Agreement relating to the Trust (the “Deposit Agreement”), and will withdraw Deposits upon request to allow the Trustee to purchase Series B Equipment Notes in respect of the Pre-Funded Aircraft from time to time pursuant to the Note Purchase Agreement. With respect to each Certificate, the Escrow Agent will issue a receipt to be attached to such Certificate (each, an “Escrow Receipt”) representing a fractional undivided interest of the holder of such Certificate in amounts deposited with the Depository on behalf of the Escrow Agent and will pay to such holders through the Paying Agent interest accrued on the Deposits and received by such Paying Agent pursuant to the Deposit Agreement at a rate per annum equal to the interest rate applicable to such Certificate.

          The holders of the Certificates will be entitled to the benefits of a liquidity facility with respect to certain amounts of interest payable thereon. Natixis S.A., acting via its New York branch (the “Liquidity Provider”), will enter into a revolving credit agreement with respect to the Trust (the “Liquidity Facility”), to be dated as of the day of the Closing Time, for the benefit of the holders of the Certificates. The Liquidity Provider and the holders of the Certificates will be entitled to the benefits of the Intercreditor Agreement (the “Original Intercreditor Agreement”), dated as of July 2, 2010, among the Class A Trustee, the Class A Liquidity Provider and the Subordination Agent , as amended by Amendment No. 1 to Intercreditor Agreement (the “Intercreditor Agreement Amendment”), to be dated as of the day of the Closing Time (the Original Intercreditor Agreement as amended by the Intercreditor Agreement Amendment, the “Intercreditor Agreement”), among the Company, the Class A Trustee, the Trustee, the Class A Liquidity Provider, the Liquidity Provider and the Subordination Agent.

          The Certificates will be sold by the Underwriters only to persons they reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”). Investors that acquire Certificates will be deemed to represent that they are QIBs and may resell or otherwise transfer such Certificates only to QIBs.

          Capitalized terms used but not otherwise defined in this Agreement shall have the meanings specified in or pursuant to the Designated Agreement or the Intercreditor Agreement; provided that, as used in this Agreement, the term “Operative Documents” shall mean, collectively, the Intercreditor Agreement, the Liquidity Facility, the Fee Letter, the Designated Agreement, the Participation Agreements, the Indentures, the Escrow Agreement, the Deposit Agreement and the Note Purchase Agreement.

          As used herein, unless the context otherwise requires, the term “you” shall mean Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co.

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          1. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter, and agrees with each of the Underwriters, that:

          (a) An “automatic shelf registration statement” as defined under Rule 405 under the Act on Form S-3 (File No. 333-167811) in respect of the Certificates, containing a Base Prospectus (as defined below), has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing under Rule 462(e) under the Act; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; the base prospectus, dated June 28, 2010, relating to pass through certificates of the Company to be offered from time to time pursuant to Rule 415 under the Act included in the Registration Statement (as defined below) is hereinafter called the “Base Prospectus”; the various parts of such registration statement as of the Effective Date (as defined below), including all exhibits thereto, but excluding Form T-1, and the information, if any, deemed to be part of such registration statement at the time of the Effective Date, are hereinafter collectively called the “Registration Statement”; as used herein the term “Effective Date” means the effective date of the Registration Statement pursuant to Rule 430B under the Act for purposes of liability under Section 11 of the Act of the Company and the Underwriters with respect to the offering of the Certificates; the Base Prospectus, as amended and supplemented by the preliminary prospectus supplement, dated February 7, 2011 and filed pursuant Rule 424(b) under the Act, relating to the Certificates, is hereinafter called the “Preliminary Prospectus”; the Base Prospectus, as amended and supplemented by the final prospectus supplement relating to the Certificates filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 3(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Date of the Registration Statement or the date of such prospectus; any reference to any amendment or supplement to the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Certificates is hereinafter called an “Issuer Free Writing Prospectus”).

          (b) No order preventing or suspending the use of the Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a

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material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

          (c) For the purposes of this Agreement, the “Applicable Time” is 2:00 p.m. (Eastern time) on the date of this Agreement; the Preliminary Prospectus as supplemented by, and taken together with, the final term sheet to be dated the date hereof, in substantially the form attached hereto as Schedule III, and to be filed pursuant to Rule 433 under the Act, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule IV(a) hereto did not, as of its issue date, and, to the extent not amended, modified or superseded, at all subsequent times through the Prospectus Delivery Period (as hereinafter defined) will not conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus; and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

          (d) (i) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; (ii) the Registration Statement did not and will not, as of the applicable effective date as to each part of the Registration Statement and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus did not and will not, as of its date and at the Closing Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

          (e) The Basic Agreement has been duly qualified under the Trust Indenture Act.

          (f) The consolidated financial statements incorporated by reference in the Pricing Disclosure Package and the Prospectus and any amendments thereof or supplements thereto present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of their operations and cash flows for the periods specified and have been prepared in conformity with generally accepted

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accounting principles (“GAAP”) applied on a consistent basis during the periods involved, except as indicated therein, and the supporting schedules incorporated by reference in the Pricing Disclosure Package and the Prospectus present fairly the information required to be stated therein.

          (g) The documents incorporated by reference in the Preliminary Prospectus and the Prospectus and any amendments thereof or supplements thereto, at the time they were or hereafter are filed with the Commission, complied or will comply, as the case may be, in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.

          (h) Since the date as of which information is given in the Pricing Disclosure Package and the Prospectus, there has been no material adverse change in, or any development known to the Company which would have a material adverse effect on, the consolidated financial condition or operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), except as set forth or contemplated in the Pricing Disclosure Package and the Prospectus.

          (i) The Company is a “well-known seasoned issuer” (as defined in Rule 405 under the Act) and is not an “ineligible issuer” pursuant to Rule 405 under the Act, in each case within the time periods set forth in Rule 164(h) of the Act and paragraph (2) of the definition of well-known seasoned issuer under Rule 405 of the Act.

          (j) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as it is now being conducted except where the failure to have such power or authority would not individually or in the aggregate have a Material Adverse Effect.

          (k) The Company (i) is an “air carrier” within the meaning of 49 U.S.C. Section 40102(a), (ii) holds an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, (iii) is a “citizen of the United States” as defined in 49 U.S.C. Section 40102 and (iv) is duly qualified as a foreign corporation for the transaction of business and in good standing under the laws of each jurisdiction (other than the State of Delaware) in which the Company has intrastate routes, or has a principal office or major overhaul facility and where the failure to so qualify would have a material adverse effect on the financial condition or operations of the Company and its subsidiaries, taken as a whole; and each material subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

          (l) The execution and delivery by the Company of this Agreement, the Series B Equipment Notes and the Operative Documents to which the Company is, or is to be, a party, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default

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under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or by which any of the property or assets of the Company or any of its subsidiaries is subject (except for such conflicts, breaches, violations and defaults as would not have a Material Adverse Effect, and that would not affect the validity of the Series B Equipment Notes or Certificates), nor will such action result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Bylaws of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; and except as disclosed in the Pricing Disclosure Package and the Prospectus, no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the valid authorization, issuance and delivery of the Certificates and the Series B Equipment Notes, the valid authorization, execution, delivery and performance by the Company of this Agreement, the Series B Equipment Notes and the Operative Documents to which the Company is, or is to be, a party, or the consummation by the Company of the transactions contemplated by this Agreement, the Series B Equipment Notes and the Operative Documents to which the Company is, or is to be, a party, except (i) such as are required under the Blue Sky or securities laws of the various states, (ii) filings or recordings with the Federal Aviation Administration (“FAA”) and under the Uniform Commercial Code as in effect in the State of Delaware, which filings or recordings will have been duly made or duly presented for filing on or prior to the applicable Closing Date or Series B Closing Date, as the case may be (as defined in the applicable Participation Agreement), and (iii) such as may be required in connection with the registration of the “international interests” created pursuant to the Indentures under 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 signed in Cape Town, South Africa on November 16, 2001.

          (m) The execution and delivery of (i) the Intercreditor Agreement Amendment, (ii) each Participation Agreement Amendment (iii) each Indenture Amendment and (iv) the Note Purchase Agreement by the respective parties thereto are permitted by the respective terms of (a) the Original Intercreditor Agreement, (b) the related Existing Participation Agreement, (c) the related Existing Indenture and (d) the Original Note Purchase Agreement, as the case may be.

          (n) This Agreement, the Series B Equipment Notes and the Operative Documents to which the Company is, or is to be, a party have each been duly authorized by the Company. This Agreement and each Operative Document to which the Company is, or is to be, a party, have been or (subject to the satisfaction of conditions precedent set forth in the Note Purchase Agreement and the Participation Agreements) will be at or prior to the Closing Time or the applicable Closing Date or Series B Closing Date, as the case may be (as defined in the applicable Participation Agreement), duly executed and delivered by the Company. The Series B Equipment Notes will be (subject to the satisfaction of conditions precedent set forth in the Note Purchase Agreement and the Participation Agreements) duly executed and delivered by the Company at or prior to the applicable Closing Date or Series B Closing Date, as the case may be (as defined in the applicable Participation Agreement). The Series B Equipment Notes and the Operative Documents to which the Company is, or is to be, a party, when duly executed and delivered by the Company, assuming that such documents constitute the legal, valid and binding obligations of each other party thereto and, in the case of the Series B Equipment Notes,

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assuming that such Series B Equipment Notes are duly authorized by the Loan Trustee, constitute or will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity; and the holders thereof will be entitled to the benefits of the Designated Agreement and except, in the case of the Indentures, as limited by applicable laws that may affect the remedies provided in the Indentures. When executed, authenticated, issued and delivered in the manner provided for in the Escrow Agreement, the Escrow Receipts will be legally and validly issued and will be entitled to the benefits of the Escrow Agreement. The Certificates, the Class A Certificates, the Series A Equipment Notes, the Series B Equipment Notes, the Escrow Receipts, the Class A Trust Agreement, the Class A Liquidity Facility, the Class A Escrow Agreement, the Class A Deposit Agreement and the Operative Documents will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Prospectus and any amendments thereof or supplements thereto, to the extent described therein.

          (o) Ernst & Young LLP, which reported on certain annual consolidated financial statements of the Company incorporated by reference in the Pricing Disclosure Package and the Prospectus, are an independent registered public accounting firm as required by the Act and the rules and regulations thereunder.

          (p) When duly executed, authenticated and delivered by the Trustee in accordance with the terms of the Designated Agreement and offered, sold and paid for as provided in this Agreement, the Certificates will be validly issued pursuant to the Designated Agreement, and will constitute the legal, valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity; and the holders thereof will be entitled to the benefits of the Designated Agreement.

          (q) The Series B Equipment Notes, when duly executed and delivered by the Company and when duly authenticated by the Loan Trustee in accordance with the terms of the related Indentures, will be duly issued under such Indentures and will constitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity; and, as so limited, the holders thereof will be entitled to the benefits of the related Indentures.

          (r) The statements set forth in the Pricing Disclosure Package and the Prospectus under the headings “Certain U.S. Federal Income Tax Consequences”, “Certain Delaware Taxes”, “Certain ERISA Considerations” and “Underwriting,” insofar as such statements purport to summarize the laws and legal matter referred to therein, constitute accurate summaries thereof in all material respects.

          (s) Other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, in the reasonable judgment of the Company, individually or in the aggregate, are

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likely to have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

          (t) The Company has authorized capital stock as set forth in the Pricing Disclosure Package and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each material subsidiary of the Company have been fully and validly authorized and issued, are fully paid and non-assessable and, other than pursuant to the Company’s senior secured exit financing facility or as disclosed in the Pricing Disclosure Package and the Prospectus, are owned directly or indirectly by the Company.

          (u) The Company is subject to Section 13 or 15(d) of the Exchange Act.

          (v) Except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus, no labor problem or dispute with the employees of the Company or any of its subsidiaries, that could reasonably be expected to have a Material Adverse Effect, exists or, to the knowledge of the Company, is threatened.

          (w) Except as described in the Pricing Disclosure Package and the Prospectus, the Company and each material subsidiary possess all licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except to the extent that the failure to possess such licenses, certificates, authorizations or permits would not have a Material Adverse Effect; and to the Company’s knowledge neither the Company nor any Significant Subsidiary (as defined in Registration S-X under the Act) has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, with respect to which any unfavorable decision, ruling or finding would, individually or in the aggregate, result in a Material Adverse Effect.

          (x) Except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health (to the extent related to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, result in a Material Adverse Effect.

          (y) Neither the Company nor the Trust is, and after giving effect to the offering and sale of the Certificates and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus, neither the Company nor the Trust will be, required to register as an “investment company”, within the meaning of the Investment Company Act of

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1940, as amended (the “1940 Act”) nor will the escrow arrangements relating to the Trust contemplated by the Escrow Agreement result in the creation of, an “investment company”, as defined in the 1940 Act.

          (z) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Pricing Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness identified by management or by the Company’s auditors and communicated to management in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

          (aa) The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

          (bb) Any statistical and market-related data included in the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources.

          2. Purchase and Sale. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trustee, at a purchase price of 100% of the principal amount thereof, the aggregate principal amount of Certificates set forth opposite the name of such Underwriter in Schedule I, plus any additional principal amount of Certificates which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the Certificates.

          (b) Payment of the purchase price for, and delivery of, the Certificates (with attached Escrow Receipts) shall be made at the offices of Debevoise & Plimpton LLP at 10:00 a.m. (Eastern time) on February 14, 2011, or at such other date, time or location or locations as shall be agreed upon by the Company and you, or as shall otherwise be provided in Section 7 (such date and time being herein called the “Closing Time”). Payment shall be made

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to or upon the order of the Trustee by federal funds wire transfer or other immediately available funds against delivery to the account of Morgan Stanley & Co. Incorporated at DTC for the respective accounts of the Underwriters of the Certificates. The Certificates (with attached Escrow Receipts) will be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as you may request in writing at least two full business days before the Closing Time. Certificates for such Certificates (with attached Escrow Receipts), which may be in temporary form, will be made available for examination and packaging by you at the location or locations at which they are to be delivered at the Closing Time not later than 9:30 A.M., New York City time, on the business day prior to the Closing Time.

          (c) The Company will pay to Morgan Stanley & Co. Incorporated at the Closing Time for the accounts of the Underwriters the sum of $1,514,768, which will be equally distributed among Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. Such payment will be made by federal funds wire transfer or other immediately available funds.

          3. Agreements. The Company agrees with each of the Underwriters as follows:

          (a) To prepare the Prospectus in a form reasonably approved by you, which sets forth the principal amount of the Certificates and their terms not otherwise specified in the Preliminary Prospectus, the name of each Underwriter participating in the offering and the principal amount of the Certificates that each severally has agreed to purchase, the price at which the Certificates are to be purchased by the Underwriter from the Trustee, any initial public offering price, any selling concession and reallowance, and such other information as you and the Company deem appropriate in connection with the offering of the Certificates, and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date of this Agreement.

          (b) To file no amendment or any supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus prior to the Closing Time to which you reasonably object promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet containing solely a description of the Certificates, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to timely file all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to timely file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) (the “Prospectus Delivery Period”) is required in connection with the offering or sale of the Certificates; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or other prospectus in respect of the Certificates, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Certificates for offering or sale in any

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jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Certificates by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement). None of the foregoing obligations shall extend any later than the Prospectus Delivery Period.

          (c) If, at any time during such period after the date hereof and prior to the date on which all of the Certificates shall have been sold by the Underwriters, any event occurs as a result of which the Pricing Disclosure Package or the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with applicable law, the Company promptly will prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

          (d) The Company will promptly take such actions as you may reasonably request to qualify the Certificates for offer and sale under the laws of such jurisdictions as you may reasonably request and will maintain such qualifications in effect so long as required for the distribution of such Certificates. The Company, however, shall not be obligated to qualify as a foreign corporation or file any general consent to service of process under the laws of any such jurisdiction or subject itself to taxation as doing business in any such jurisdiction.

          (e) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request.

          (f) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158).

          (g) To pay the required Commission filing fees relating to the Certificates within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act.

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          (h) To use the net proceeds received by it from the sale of the Series B Equipment Notes pursuant to this Agreement in the manner specified in the Preliminary Prospectus under the caption “Use of Proceeds”.

          (i) To cooperate with the Underwriters and use its reasonable efforts to permit the Certificates to be eligible for clearance and settlement through the facilities of DTC.

          (j) To issue Certificates, at Closing, that shall be rated at least BB by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) and Ba3 by Moody’s Investors Service, Inc. (“Moody’s”), respectively, and such ratings shall not be under surveillance or review with possible negative implications.

     Each Underwriter agrees that in the aggregate, the Certificates will be widely offered. Each Underwriter and each other member of the underwriting group that offers or sells Certificates agree that the Certificates offered by such Underwriter and such other member of the underwriting group will be primarily offered in the United States to United States persons. The term “United States person” shall have the meaning set forth in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

     Each Underwriter, severally and not jointly, represents, warrants and covenants that (i) it is a QIB; (ii) it has solicited and will solicit offers for the Certificates only from, and it has offered and will offer and sell the Certificates only to, persons that it reasonably believes to be QIBs; and (iii) it has taken reasonable steps to ensure that such persons are aware that the Certificates may be resold only to QIBs and are aware of the transfer restrictions set forth in the Preliminary Prospectus under the heading “Description of the Certificates — Transfer Restrictions for Class B Certificates.”

          4. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Certificates pursuant to this Agreement shall be subject in their discretion to the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and the Closing Time, to the accuracy of the statements of the Company’s officers made in any certificates furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

          (a) At the Closing Time, you shall have received:

     (1) An opinion and a separate negative assurance letter, each dated the day of the Closing Time, of Leslie P. Klemperer, Vice President and Deputy General Counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibit A hereto.

     (2) An opinion and a separate negative assurance letter, each dated the day of the Closing Time, of Kilpatrick, Townsend & Stockton LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the

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Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto.

     (3) An opinion, dated the day of the Closing Time, of Debevoise & Plimpton LLP, special counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto.

     (4) An opinion, dated the day of the Closing Time, of Shipman & Goodwin LLP, counsel for U.S. Bank Trust National Association, as the Trustee, Subordination Agent and Loan Trustee under the Indentures and Paying Agent in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit D hereto.

     (5) An opinion, dated the day of the Closing Time, of Shipman & Goodwin LLP, counsel for U.S. Bank National Association, as the Escrow Agent in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit E hereto.

     (6) An opinion, dated the day of the Closing Time, of Richards, Layton & Finger, P.A., tax counsel for the Trustee, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit F-1 hereto.

     (7) An opinion, dated the day of the Closing Time, of Richards, Layton & Finger, P.A., special Delaware counsel for the Trustee, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit F-2 hereto.

     (8) An opinion, dated the day of the Closing Time, of Christian de Le Hir, counsel for the Liquidity Provider, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit G hereto.

     (9) An opinion, dated the day of the Closing Time, of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Liquidity Provider, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit H hereto.

     (10) An opinion, dated the day of the Closing Time, of Linc S. Finkenberg, in-house counsel for the Depositary, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or

14

reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit I hereto.

     (11) An opinion, dated the day of the Closing Time, of Bryan Cave LLP, New York counsel for the Depositary, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit J hereto and to such further effect as counsel to the Underwriters may reasonably request.

     (12) An opinion, dated the day of the Closing Time, from Shearman & Sterling LLP, counsel for the Underwriters, with respect to the issuance and sale of the Certificates, the Pricing Disclosure Package, the Prospectus and other related matters as you may reasonably require.

          (b) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 3(a) hereof; the final term sheet contemplated by Section 3(b) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the knowledge of the Company, threatened by the Commission; and all requests for additional information by the Commission shall have been complied with to your reasonable satisfaction;

          (c) On or after the date hereof, there shall not have been (i) any change or decrease, specified in the letters referred to in paragraph (d) of this Section 4 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries, taken as a whole, the effect of which, in any case referred to in clause (i) or (ii) above, is, in your reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Certificates as contemplated by the Pricing Disclosure Package and the Prospectus; and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, in the case of clause (ii) above, in the Company and its subsidiaries, (ii) that the representations and warranties in Section 1 hereof and also the representations and warranties of the Company contained in the Operative Documents are true and correct with the same force and effect as though made at such Closing Time, and as to such other matters as you may reasonably request.

          (d) At the time of the execution of this Agreement and also at the Closing Time, (i) Ernst & Young LLP shall have furnished to you a letter or letters, dated the respective dates

15

of delivery thereof, in form and substance reasonably satisfactory to you, together with signed or reproduced copies of such letter or letters for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the Underwriters with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Prospectus, and (ii) you shall have received a certificate of Hank Halter, Senior Vice President and Chief Financial Officer of the Company, dated the respective dates thereof, substantially in the form of Exhibit K hereto.

          (e) The Company shall have furnished to you and your counsel, in form and substance satisfactory to them, such other documents, certificates and opinions as such counsel may reasonably request for the purpose of enabling such counsel to pass upon the matters to be covered by the opinions required to be delivered under subsections (a)(11) and (a)(12) of this Section 4 and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained.

          (f) At the Closing Time, each of the Series B Equipment Notes related to the Funded Aircraft and the Operative Documents (other than the Pre-Funded Aircraft Participation Agreements and the Pre-Funded Aircraft Indentures) shall have been executed and delivered by each party thereto; the representations and warranties of the Company contained in the Designated Agreement, each Participation Agreement Amendment related to a Funded Aircraft, each Indenture Amendment related to a Funded Aircraft and the Note Purchase Agreement shall be accurate as of the Closing Time and you shall have received a certificate of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company, dated as of the day of the Closing Time, to such effect.

          (g) Each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the day of the Closing Time, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, Underwriter, trustee, partner, director or person performing similar functions.

          (h) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company’s unsecured debt securities by either S&P or Moody’s, and (ii) neither S&P nor Moody’s shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s unsecured debt securities.

          All such opinions, certificates, letters and documents shall be deemed to be in compliance with the provisions hereof only if they are in all respects reasonably satisfactory to you and your counsel.

          If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, other than by reason of any default by any Underwriter, such failure to fulfill a condition may be waived by you, or this Agreement may be terminated by you by notice

16

to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except as provided in Sections 5, 7 and 10 hereof, which provisions shall remain in effect notwithstanding such termination.

          5. Payment of Expenses. The Company will pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, including (i) expenses relating to the preparation, printing, filing and distribution of the Pricing Disclosure Package, each Issuer Free Writing Prospectus listed on Schedule IV(a) hereto and the Prospectus and any amendments thereof or supplements thereto, (ii) expenses relating to the preparation, printing and distribution of any agreement among Underwriters, this Agreement, the Certificates, the Series B Equipment Notes, the Operative Documents, the Blue Sky Survey by the Underwriters’ counsel, (iii) expenses relating to the issuance and delivery of the Certificates to the Underwriters, (iv) the fees and disbursements of the Company’s counsel and accountants, (v) reasonable expenses of qualifying the Certificates under state securities laws in accordance with Section 3(d), including filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey, (vi) the fees and expenses of the Trustee, the Subordination Agent, the Liquidity Provider, the Escrow Agent, the Paying Agent, the Loan Trustee and the Depositary, and the fees and disbursements of their respective counsel, (vii) any fees charged by rating agencies for rating the Certificates and (viii) certain fees and expenses of counsel for the Underwriters as heretofore agreed. The Company will also cause to be paid all expenses incident to the performance of its obligations under the Operative Documents and each of the other agreements and instruments referred to therein which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Certificates by them, and any advertising expenses connected with any offers they may make.

          6. Offering of Certificates. (a) (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof) .

          (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending.

17

          (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

          7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, any Underwriter’s officers and directors, each affiliate of any Underwriter within the meaning of Rule 405 under the Act, as well as any affiliate’s officers and directors against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act (taken together with the Pricing Disclosure Package), or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, (i) that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with, written information furnished to the Company by the Underwriters through you specifically for use in connection with the preparation thereof, it being understood and agreed that the only such information furnished by the Underwriters through you for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus consists of the following information in the Prospectus: the third sentence in the fifth paragraph and the eleventh and twelfth paragraphs under the caption “Underwriting”. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

          (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors and officers and each person who controls the Company within

18

the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action, but only with reference to written information furnished to the Company by the Underwriters through you specifically for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (taken together with the Pricing Disclosure Package) or in any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by the Underwriters through you for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus consists of the following information in the Prospectus: the third sentence in the fifth paragraph and the eleventh and twelfth paragraphs under the caption “Underwriting”. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action or proceeding (including any governmental investigation), such indemnified party will, if a claim for indemnification in respect thereof is to be made against the indemnifying party under Section 7(a) or (b) hereof, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 7(a) or (b) hereof, and then only to the extent that the indemnifying party is prejudiced thereby. In case any such action or proceeding is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein (jointly with any other indemnifying party similarly notified), and to the extent that it may elect, by written notice, delivered to such indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including any impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expense of more than one separate counsel (in addition to any local counsel), approved by the Underwriters in the case of paragraph (a) of this Section 7, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice or commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not

19

be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such consent or if there is a final judgment against the indemnified party, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such indemnified party, and (ii) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

          (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (a) or (b) of this Section 7 is due in accordance with its terms but is for any reason unavailable on grounds of policy or otherwise, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigation or defending same) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other, from the offering of the Certificates to which such loss, claim, damage, or liability (or action in respect thereof) relates. If the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable to such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Certificates pursuant to this Agreement shall be deemed to be in the same proportion as the total proceeds from the offering of the Certificates pursuant to this Agreement received by the Company as set forth in the Prospectus and the total underwriting discounts and commissions received or to be received by the Underwriters in respect of the offering of the Certificates, bears to the aggregate offering price of the Certificates as set forth on the cover of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required

20

to contribute hereunder in aggregate any amount in excess of the amount by which (i) the total price at which the Certificates resold by it in the initial placement of such Certificates were offered to investors exceeds (ii) the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls any Underwriter within the meaning of either the Section 15 of the Act or Section 20 of the Exchange Act and each broker-dealer affiliate of any Underwriter shall have the same rights to contribution as any Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the provisions of this paragraph (d). The obligations of the Underwriters of Certificates in this subsection (d) to contribute are several in proportion to their respective purchase obligations with respect to such Certificates and not joint.

          8. Default. (a) If any Underwriter shall default in its obligation to purchase the Certificates which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Certificates on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Certificates, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Certificates on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Certificates, or the Company notifies you that it has so arranged for the purchase of such Certificates, you or the Company shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Prospectus which in your reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Certificates.

          (b) If, after giving effect to any arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Certificates, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Certificates which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Certificates which such Underwriter agreed to purchase hereunder) of the Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

          (c) If, after giving effect to any arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Certificates which remains unpurchased exceeds

21

one-eleventh of the aggregate principal amount of all the Certificates, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Certificates of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

          9. Termination. This Agreement shall be subject to termination in your discretion, by notice given to the Company prior to Closing Time, if prior to such time (i) trading in the Company’s common stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any material outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable or inadvisable to market the Certificates or to enforce contracts for sale of the Certificates.

          10. Representations, Warranties, Indemnities and Agreements to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Underwriters, as set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by the Underwriters or any controlling person of any Underwriter or the Company or any officer or director or controlling person of the Company and shall survive delivery of and payment for the Certificates.

          11. Liability upon Termination. If this Agreement shall be terminated pursuant to Section 8 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 5 and 7 hereof; but, if for any other reason, the Certificates are not delivered by or on behalf of the Company as provided herein, because the Company fails to satisfy any of the conditions set forth in Section 4 hereof or because of any refusal, inability or failure of the Company to perform any agreement herein or to comply with any provision hereof, other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Certificates, but the Company shall then be under no further liability to any Underwriter with respect to such Certificates except as provided in Section 5 and Section 7 hereof.

          12. Notices. It is understood and agreed that Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are joint lead book runners for the public offering of the Certificates and any determinations or other actions to be made under this Agreement by you shall require the concurrence of Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co.

          All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to

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Morgan Stanley & Co. Incorporated, in care of Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, NY 10036, Attention: Equipment Finance Group, facsimile number (212) 761-1781, Deutsche Bank Securities Inc., in care of Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attention: Debt Capital Markets Syndicate Desk, f: 212-469-7875 with a copy to Attention: General Counsel, f: 212-797-4561 and Goldman, Sachs & Co., in care of Goldman, Sachs & Co., 200 West Street, New York, NY 10282-2198, Attention: Registration Department, facsimile: 212-902-9316; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Prospectus, Attention: Chief Financial Officer (with a copy to the General Counsel). Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

          13. Parties. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 7 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Certificates from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

          14. Time of the Essence. Time shall be of the essence of this Agreement.

          15. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Certificates pursuant to this Agreement, including the determination of the offering price of the Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

          16. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

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          17. Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

          18. GOVERNING LAW. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

          19. Waiver of Jury Trial. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

          20. Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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          If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company.

Very truly yours, DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer

Delta 2010-2B EETC Underwriting Agreement

Accepted as of the date hereof, on behalf of themselves and the other several Underwriters named in Schedule I hereto: MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Heidi Ho
	Name:	Heidi Ho
	Title:	Executive Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Patrick Käufer
	Name:	Patrick Käufer
	Title:	Managing Director
By:	/s/ Thomas Turner
	Name:	Thomas Turner
	Title:	Director
GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

Delta 2010-2B EETC Underwriting Agreement

SCHEDULE I
to
Underwriting Agreement

	FACE
	AMOUNT OF
UNDERWRITERS	CERTIFICATES
Morgan Stanley & Co. Incorporated	$	44,882,000
Deutsche Bank Securities Inc.	$	44,882,000
Goldman, Sachs & Co.	$	44,882,000
Total	$	134,646,000

SCHEDULE II
to
Underwriting Agreement

						Final Expected
						Regular Distribution
Class of Pass Through Certificates	Aggregate Face Amount		Interest Rate			Date
Pass Through Certificates, Series 2010-2B	$	134,646,000		6.750	%	November 23, 2015

SCHEDULE III
to
Underwriting Agreement

February 7, 2011

Delta Air Lines, Inc. (“Delta”)
(NYSE Symbol: DAL)

Securities:	Pass Through Certificates, Series 2010-2B (the “Class B Certificates”)
Amount:	$	134,646,000
Preliminary Prospectus Supplement:	Delta has prepared and filed with the SEC a Preliminary Prospectus Supplement, dated February 7, 2011 (the “Preliminary Prospectus Supplement”), which includes additional information regarding the Class B Certificates. Terms used but not defined herein shall have the meanings set forth in the Preliminary Prospectus Supplement.
Public Offering Price:		100%
CUSIP:	247817 AA7
ISIN:	US247817AA73
Coupon/Stated Interest Rate:		6.75%
Make-Whole Spread over Treasuries:		0.50%
Available Amount under the Class B Liquidity Facility at November 23, 20111:	$	13,632,908
Initial “Maximum Commitment” under the Class B Liquidity Facility:	$	13,632,908
Underwriters’ Purchase Commitments:
Morgan Stanley & Co. Incorporated:	$	44,882,000
Deutsche Bank Securities Inc.:	$	44,882,000
Goldman, Sachs & Co.:	$	44,882,000

¹ The first Regular Distribution Date to occur after the Outside Termination Date, which is the last date that all Aircraft may be subjected to the financing of this offering.

Underwriting Commission:	$	1,514,768
Concession to Selling Group Members:	0.50%
Discount to Broker/Dealers:	0.25%
Transfer Restrictions for Class B Certificates:	The Class B Certificates will be subject to transfer restrictions. They may be sold only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933 (as amended), for so long as they are outstanding.
Underwriting Agreement:	February 7, 2011
Settlement:	February 14, 2011 (T+5) closing date, the 5th business day following the date hereof.

The issuer has filed a registration statement (including a prospectus) and a related prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request them by calling Morgan Stanley toll-free 1-866-718-1649 (institutional investors), Deutsche Bank Securities Inc. toll-free 1-800-503-4611 or Goldman, Sachs & Co. toll-free 1-866-471-2526.

SCHEDULE IV
to
Underwriting Agreement

(a)	Issuer Free Writing Prospectus not included in the Pricing Disclosure Package (other than the final term sheet described in Section 1(c) hereof):
	Preliminary Term Sheet dated February 7, 2011.

(b)	Additional Documents Incorporated by Reference:
	None.

SCHEDULE V
to
Underwriting Agreement

Funded Aircraft

	U.S.		Airframe Model
	Registration	Airframe	(including generic	Airframe
No.	No.	Manufacturer	manufacturer and model)	MSN
1.	N308DE	The Boeing Company	737-732 (Generic: BOEING 737-700)		29656
2.	N310DE	The Boeing Company	737-732 (Generic: BOEING 737-700)		29665
3.	N591NW	The Boeing Company	757-351 (Generic: BOEING 757-300)		32991
4.	N592NW	The Boeing Company	757-351 (Generic: BOEING 757-300)		32992
5.	N593NW	The Boeing Company	757-351 (Generic: BOEING 757-300)		32993
6.	N708DN	The Boeing Company	777-232LR (Generic: BOEING 777-200)		39254
7.	N378NW	Airbus S.A.S.	A320-211 (Generic: AIRBUS A320)		2092
8.	N853NW	Airbus S.A.S.	A330-223 (Generic: AIRBUS A330)		0618
9.	N811NW	Airbus S.A.S.	A330-323 (Generic: AIRBUS A330)		0690
10.	N917DN	McDonnell-Douglas	MD-90-30 (Generic: McDONNELL DOUGLAS MD-90-30)		53552
11.	N919DN	McDonnell-Douglas	MD-90-30 (Generic: McDONNELL DOUGLAS MD-90-30)		53553
12.	N918DH	McDonnell-Douglas	MD-90-30 (Generic: McDONNELL DOUGLAS MD-90-30)		53576

SCHEDULE VI
to
Underwriting Agreement

Pre-Funded Aircraft

	U.S.		Airframe Model
	Registration	Airframe	(including generic	Airframe
No.	No.	Manufacturer	manufacturer and model)	MSN
1.	N3731T	The Boeing Company	737-832 (Generic: BOEING 737-800)		30775
2.	N3732J	The Boeing Company	737-832 (Generic: BOEING 737-800)		30380
3.	N3733Z	The Boeing Company	737-832 (Generic: BOEING 737-800)		30539
4.	N3734B	The Boeing Company	737-832 (Generic: BOEING 737-800)		30776
5.	N3735D	The Boeing Company	737-832 (Generic: BOEING 737-800)		30381
6.	N3736C	The Boeing Company	737-832 (Generic: BOEING 737-800)		30540
7.	N544US	The Boeing Company	757-251 (Generic: BOEING 757-200)		26491
8.	N545US	The Boeing Company	757-251 (Generic: BOEING 757-200)		26492
9.	N546US	The Boeing Company	757-251 (Generic: BOEING 757-200)		26493
10.	N547US	The Boeing Company	757-251 (Generic: BOEING 757-200)		26494
11.	N548US	The Boeing Company	757-251 (Generic: BOEING 757-200)		26495
12.	N549US	The Boeing Company	757-251 (Generic: BOEING 757-200)		26496
13.	N6716C	The Boeing Company	757-232 (Generic: BOEING 757-200)		30838
14.	N1608	The Boeing Company	767-332ER (Generic: BOEING 767-300)		30573
15.	N1609	The Boeing Company	767-332ER (Generic: BOEING 767-300)		30574
16.	N1610D	The Boeing Company	767-332ER (Generic: BOEING 767-300)		30594

EX-4.2

Exhibit 4.2

EXECUTION VERSION

TRUST SUPPLEMENT NO. 2010-2B

Dated as of February 14, 2011

between

DELTA AIR LINES, INC.

and

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee,

To

PASS THROUGH TRUST AGREEMENT
Dated as of November 16, 2000

Delta Air Lines Pass Through Trust 2010-2B
Delta Air Lines Pass Through Certificates,
Series 2010-2B

Trust Supplement No. 2010-2B
(2010-2B EETC)

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		3
Section 1.01 Definitions		3
ARTICLE II DECLARATION OF TRUST		10
Section 2.01 Declaration of Trust		10
Section 2.02 Permitted Activities		11
ARTICLE III THE CERTIFICATES		11
Section 3.01 The Certificates		11
Section 3.02 Terms and Conditions		11
ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES		13
Section 4.01 Issuance of Class B Certificates		13
Section 4.02 Legends		14
Section 4.03 Book-Entry Provisions for Global Certificates		14
ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS		16
Section 5.01 Statements to Certificateholders		16
ARTICLE VI DEFAULT		17
Section 6.01 Purchase Rights of Certificateholders		17
ARTICLE VII THE TRUSTEE		18
Section 7.01 Delivery of Documents; Delivery Dates		18
Section 7.02 Withdrawal of Deposits		20
Section 7.03 The Trustee		20
Section 7.04 Representations and Warranties of the Trustee		21
Section 7.05 Trustee Liens		22
ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS		22
Section 8.01 Amendment of Section 5.02 of the Basic Agreement		22
Section 8.02 Supplemental Agreements Without Consent of Class B Certificateholders		22
Section 8.03 Supplemental Agreements with Consent of Class B Certificateholders		23
Section 8.04 Consent of Holders of Certificates Issued under Other Trusts		23
Section 8.05 Amendment of Section 7.12(c) of the Basic Agreement		23
ARTICLE IX TRANSFER OF CLASS B CERTIFICATES		23
Section 9.01 Restrictive Legends		23
Section 9.02 Amendment of Section 3.04 of the Basic Agreement		24
Section 9.03 Transfer and Exchange		24
Section 9.04 Special Transfer Provisions		25

Trust Supplement No. 2010-2B
(2010-2B EETC)

ARTICLE X MISCELLANEOUS PROVISIONS	26
Section 10.01 Final Termination Date	26
Section 10.02 Basic Agreement Ratified	27
Section 10.03 Governing Law	27
Section 10.04 Counterparts	27
Section 10.05 Intention of Parties	27

EXHIBITS
Exhibit A	-	Form of Certificate
Exhibit B	-	DTC Letter of Representations
SCHEDULES
Schedule I	-	Series B Equipment Notes, Principal Amounts, Maturities and Aircraft
Schedule II	-	Note Documents

Trust Supplement No. 2010-2B
(2010-2B EETC)

TRUST SUPPLEMENT NO. 2010-2B

          This TRUST SUPPLEMENT NO. 2010-2B, dated as of February 14, 2011 (as amended from time to time, the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company of Connecticut, National Association (the “Basic Agreement”).

W I T N E S S E T H:

          WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face amount of Certificates that may be issued and authenticated thereunder, has heretofore been executed and delivered;

          WHEREAS, Delta is the owner of the 28 aircraft described in Schedule I hereto (the “Aircraft”);

          WHEREAS, Delta has issued the Class A Certificates on November 22, 2010 in order to finance the Aircraft pursuant to the Note Purchase Agreement, dated as of November 22, 1010, among the Class A Trustee, the Company, the escrow agent with respect to the Class A Trust, the escrow paying agent with respect to the Class A Trust and the Subordination Agent;

          WHEREAS, Delta has financed 12 such Aircraft described in Part 1 of Schedule I hereto prior to the date hereof (the “Funded Aircraft”);

          WHEREAS, Delta has issued a Series A Equipment Note pursuant to the Indenture related to each Funded Aircraft and wishes to issue a Series B Equipment Note pursuant to each such Indenture (as amended by the related Indenture Amendment);

          WHEREAS, Delta wishes to issue a Series A Equipment Note and a Series B Equipment Note pursuant to an Indenture related to each Aircraft described in Part 2 of Schedule I (the “Pre-Funded Aircraft”);

          WHEREAS, the Trustee shall hereby declare the creation of the Class B Trust (as defined below) for the benefit of Holders of the Class B Certificates (as defined below) to be issued in respect of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of such Class B Trust, by their respective acceptances of the Class B Certificates, shall join in the creation of the Class B Trust with the Trustee;

          WHEREAS, all Certificates to be issued by the Class B Trust will evidence Fractional Undivided Interests in the Class B Trust and will have no rights, benefits or interests in respect of any other separate Trust or the property held therein;

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          WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as supplemented by this Trust Supplement, and the PA Amendments relating to the Funded Aircraft, the Trustee on behalf of the Class B Trust shall on the date hereof purchase the Series B Equipment Notes relating to the Funded Aircraft issued by the Company pursuant to certain Indentures having the identical interest rate as, and final maturity dates not later than the Final Regular Distribution Date of, the Class B Certificates issued hereunder and shall hold such Series B Equipment Notes in trust for the benefit of the Class B Certificateholders;

          WHEREAS, the Escrow Agent and the Underwriters have contemporaneously herewith entered into an Escrow Agreement with the Escrow Paying Agent pursuant to which the Underwriters will deliver to the Escrow Agent certain proceeds from the sale of the Class B Certificates, and have irrevocably instructed the Escrow Agent to withdraw and pay funds from such proceeds upon request and proper certification by the Trustee to purchase Series B Equipment Notes relating to the Pre-Funded Aircraft pursuant to the NPA and the applicable Participation Agreements from time to time prior to the Delivery Period Termination Date;

          WHEREAS, the Escrow Agent on behalf of the Class B Certificateholders has contemporaneously herewith entered into a Deposit Agreement with the Depositary under which the Deposits referred to herein will be made and from which Deposits it will withdraw funds to allow the Trustee to purchase Series B Equipment Notes relating to the Pre-Funded Aircraft from time to time prior to the Delivery Period Termination Date;

          WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as supplemented by this Trust Supplement, the NPA and the Participation Agreements relating to the Pre-Funded Aircraft, the Trustee on behalf of the Class B Trust shall from time to time purchase the Series B Equipment Notes relating to the Pre-Funded Aircraft issued by the Company pursuant to certain Indentures having the identical interest rate as, and final maturity dates not later than the final Regular Distribution Date of, the Class B Certificates issued hereunder and shall hold such Series B Equipment Notes in trust for the benefit of the Class B Certificateholders;

          WHEREAS, pursuant to the terms and conditions of the Intercreditor Agreement referred to in Section 3.02(i) hereof, the Trustee and the other parties thereto will agree to the terms of subordination set forth therein;

          WHEREAS, all of the conditions and requirements necessary to make this Trust Supplement, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Trust Supplement in the form and with the terms hereof have been in all respects duly authorized;

          WHEREAS, the Basic Agreement, as supplemented by this Trust Supplement, is subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions;

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          NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.01 Definitions. Unless otherwise specified herein or the context otherwise requires, capitalized terms used but not defined herein, including in the recitals hereto, shall have the respective meanings set forth, and shall be construed and interpreted in the manner described, in the Basic Agreement. As used herein, the term “Agreement” shall mean the Basic Agreement, as supplemented by this Trust Supplement. For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following capitalized terms have the following meanings (any term used herein which is defined in both this Trust Supplement and the Basic Agreement shall have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as supplemented by this Trust Supplement).

     Account: Has the meaning ascribed thereto in the Deposit Agreement.

     Affiliate: Has the meaning specified in the Intercreditor Agreement.

     Agreement: Has the meaning specified in the first paragraph of Section 1.01 of this Trust Supplement.

     Aircraft: Has the meaning specified in the recitals hereto.

     Applicable Funding Date: Has the meaning specified in Section 7.01(b) of this Trust Supplement.

     Applicable Notice of Purchase Withdrawal: Has the meaning specified in the Escrow Agreement.

     Applicable Participation Agreement: Has the meaning specified in Section 7.01(b) of this Trust Supplement.

     Basic Agreement: Has the meaning specified in the preamble to this Trust Supplement.

     Business Day: Has the meaning specified in the Intercreditor Agreement.

     Certificate: Means a Class A Certificate or a Class B Certificate, as applicable.

     Certificate Buy-Out Event: Has the meaning specified in the Intercreditor Agreement.

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     Certificateholder: Means, with respect to any Class of Certificates, the Person in whose name a Certificate is registered in the Register for the Certificates of such Class.

     Class: Has the meaning specified in the Intercreditor Agreement.

     Class A Certificateholder: Means, at any time, any Certificateholder of one or more Class A Certificates.

     Class A Certificates: Has the meaning specified in the Intercreditor Agreement.

     Class A Liquidity Provider: Has the meaning specified in the Intercreditor Agreement.

     Class A Trust: Has the meaning specified in the Intercreditor Agreement.

     Class A Trust Agreement: Has the meaning specified in the Intercreditor Agreement.

     Class A Trustee: Has the meaning specified in the Intercreditor Agreement.

     Class B Certificateholder: Means, at any time, any Certificateholder of one or more Class B Certificates.

     Class B Certificates: Has the meaning specified in Section 3.01 of this Trust Supplement.

     Class B Liquidity Facility: Has the meaning specified in the Intercreditor Agreement.

     Class B Liquidity Provider: Has the meaning specified in the Intercreditor Agreement.

     Class B Trust: Has the meaning specified in Section 2.01 of this Trust Supplement.

     Code: Means the Internal Revenue Code of 1986, as amended.

     Company: Has the meaning specified in the preamble to this Trust Supplement.

     Corporate Trust Office: Has the meaning specified in the Intercreditor Agreement.

     Cut-off Date: Has the meaning specified in Section 3.02(b) of this Trust Supplement.

     Definitive Certificates: Has the meaning specified in Section 4.01(e) of this Trust Supplement.

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     Delivery Period Termination Date: Has the meaning specified in the NPA.

     Delta: Has the meaning specified in the preamble to this Trust Supplement.

     Deposit Agreement: Means, subject to Section 5 of the NPA, the Deposit Agreement (Class B), dated as of the date hereof, relating to the Class B Certificates between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     Depositary: Means, subject to Section 5 of the NPA, The Bank of New York Mellon, a New York banking corporation.

     Deposits: Has the meaning specified in the Deposit Agreement.

     Distribution Date: Means a Regular Distribution Date or a Special Distribution Date.

     DTC: Has the meaning specified in Section 3.02(f) of this Trust Supplement.

     DTC Participants: Has the meaning specified in Section 4.01(b) of this Trust Supplement.

     Equipment Notes: Has the meaning specified in the Intercreditor Agreement.

     ERISA: Means the Employee Retirement Income Security Act of 1974, as amended.

     Escrow Agent: Means, initially, U.S. Bank National Association, a national banking association, and any replacement or successor therefor appointed in accordance with the Escrow Agreement.

     Escrow Agreement: Means the Escrow and Paying Agent Agreement (Class B), dated as of the date hereof, relating to the Class B Certificates, among the Escrow Agent, the Escrow Paying Agent, the Trustee and the Underwriters, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     Escrow Paying Agent: Means the “Paying Agent” as defined in the Escrow Agreement.

     Escrow Period Termination Date: Has the meaning specified in Section 5.01(c)(i) of this Trust Supplement.

     Escrow Receipt: Means a receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder.

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     Event of Default: With respect to any Indenture, has the meaning specified in Section 4.01 of such Indenture.

     Event of Loss Withdrawal: Has the meaning specified in the Escrow Agreement.

     Final Withdrawal: Has the meaning specified in the Escrow Agreement.

     Final Withdrawal Date: Has the meaning specified in the Escrow Agreement.

     Fractional Undivided Interests: Has the meaning specified in the Intercreditor Agreement.

     Funded Aircraft: Has the meaning specified in the recitals hereto.

     Funding Date: Has the meaning specified in the NPA.

     Funding Notice: Has the meaning specified in the NPA.

     Global Certificate: Has the meaning specified in Section 4.01(b) of this Trust Supplement.

     Holder: Means a Certificateholder.

     ICA Amendment: Means Amendment No. 1 to the Intercreditor Agreement, dated as of the date hereof, among the Company, the Trustee, the Class A Trustee, the Class A Liquidity Provider, the Class B Liquidity Provider and the Subordination Agent.

     Indenture: Has the meaning specified in the Intercreditor Agreement.

     Indenture Amendment: Means, with respect to an Indenture relating to a Funded Aircraft, the First Amendment thereto, dated as of the date hereof, between the Company and the Loan Trustee.

     Indirect Participants: Has the meaning specified in Section 4.01(b) of this Trust Supplement.

     Intercreditor Agreement: Has the meaning specified in Section 3.02(i) of this Trust Supplement.

     Issuance Date: Has the meaning specified in Section 7.01(a) of this Trust Supplement.

     Liquidity Provider: Has the meaning specified in the Intercreditor Agreement.

     Loan Trustee: Means, with respect to any Indenture, the bank, trust company or other financial institution designated as loan trustee thereunder, and any successor to such loan trustee.

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     Note Documents: Means, collectively, the Participation Agreements, the Indentures, each Indenture Supplement (as defined in any Indenture), each Manufacturer’s Consent (as defined in any Indenture with respect to a Boeing or an Airbus Aircraft) and the Equipment Notes.

     Notice of Purchase Withdrawal: Has the meaning specified in the Deposit Agreement.

     NPA: Means the Amended and Restated Note Purchase Agreement, dated as of the date hereof, among the Trustee, the Class A Trustee, the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, providing for, among other things, the purchase of Series B Equipment Notes relating to the Pre-Funded Aircraft by the Trustee on behalf of the Class B Trust, as the same may be further amended, supplemented or otherwise modified from time to time, in accordance with its terms.

     Operative Agreements: Has the meaning specified in the Intercreditor Agreement.

     Other Agreements: Means (i) the Class A Trust Agreement and (ii) the Basic Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement) relating to any Refinancing Trust.

     Other Trustees: Means the trustees under the Other Agreements, and any successor or other trustee appointed as provided therein.

     Other Trusts: Means the Class A Trust or any Refinancing Trust, if any, in each case created by the applicable Other Agreement.

     PA Amendment: Means, with respect to a Participation Agreement relating to a Funded Aircraft, the First Amendment thereto, dated as of the date hereof, among the initial parties to such Participation Agreement and the Trustee.

     Participation Agreement: Has the meaning specified in the Intercreditor Agreement.

     Paying Agent: Means, with respect to the Class B Certificates, the paying agent maintained and appointed for such Class B Certificates pursuant to Section 7.12 of the Basic Agreement.

     Person: Means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof.

     Plan: Means a retirement plan or other employee benefit plan or arrangement, including for this purpose an individual retirement account, annuity or Keogh plan, that is subject to Title I of ERISA or Section 4975 of the Code, or such a plan or arrangement

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which is a foreign, church or governmental plan or arrangement exempt from Title I of ERISA and Section 4975 of the Code but subject to a Similar Law.

     Pool Balance: Means, as of any date, (i) the original aggregate face amount of the Class B Certificates less (ii) the aggregate amount of all distributions made as of such date in respect of the Class B Certificates or in respect of Deposits other than distributions made in respect of interest or Premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any date shall be computed after giving effect to any distribution with respect to unused Deposits, the payment of principal, if any, of the Series B Equipment Notes or payment with respect to other Trust Property and the distribution thereof to be made on such date.

     Pool Factor: Means, as of any Distribution Date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the original aggregate face amount of the Class B Certificates. The Pool Factor as of any Distribution Date shall be computed after giving effect to any distribution with respect to unused Deposits, payment of principal, if any, of the Series B Equipment Notes or payment with respect to other Trust Property and the distribution thereof to be made on that date.

     Pre-Funded Aircraft: Has the meaning specified on the recitals hereto.

     Premium: Has the meaning specified in the Intercreditor Agreement.

     Prospectus Supplement: Means the final prospectus supplement dated February 7, 2011, relating to the offering of the Class B Certificates.

     QIB: Means a “qualified institutional buyer” as defined in Rule 144A.

     Rating Agencies: Has the meaning specified in the Intercreditor Agreement.

     Refinancing Certificate: Has the meaning specified in the Intercreditor Agreement.

     Refinancing Certificateholder: Has the meaning specified in the Intercreditor Agreement.

     Refinancing Equipment Notes: Has the meaning specified in the Intercreditor Agreement.

     Refinancing Trust: Has the meaning specified in the Intercreditor Agreement.

     Refinancing Trust Agreement: Has the meaning specified in the Intercreditor Agreement.

     Register: Has the meaning specified in Section 9.03 of this Trust Supplement.

     Registrar: Has the meaning specified in Section 9.03 of this Trust Supplement.

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     Regular Distribution Date: Has the meaning specified in Section 3.02(c) of this Trust Supplement.

     Replacement Deposit Agreement: Has the meaning specified in the NPA.

     Replacement Depositary: Has the meaning specified in the NPA.

     Replacement Liquidity Facility: Has the meaning specified in the Intercreditor Agreement.

     Replacement Liquidity Provider: Has the meaning specified in the Intercreditor Agreement.

     Responsible Officer: Has the meaning specified in the Intercreditor Agreement.

     Restrictive Legend: Has the meaning specified in Section 9.01 of this Trust Supplement.

     Rule 144A: Means Rule 144A under the Securities Act and any successor rule thereto.

     Scheduled Payment: Has the meaning specified in the Intercreditor Agreement.

     Securities Act: Means the Securities Act of 1933, as amended.

     Series A Equipment Notes: Has the meaning specified in the Intercreditor Agreement.

     Series B Equipment Notes: Has the meaning specified in the Intercreditor Agreement.

     Similar Law: Means a foreign, federal, state, or local law which is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code.

     Special Distribution Date: Means, with respect to the Class B Certificates, each date on which a Special Payment is to be distributed as specified in this Agreement.

     Special Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or the Collateral (as defined in any Indenture).

     Special Payments Account: Means, with respect to the Class B Certificates, the account or accounts created and maintained for such series pursuant to Section 4.01(b) of the Basic Agreement (as modified by Section 7.01(d) of this Trust Supplement) and this Trust Supplement.

     Subordination Agent: Has the meaning specified in the Intercreditor Agreement.

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     Triggering Event: Has the meaning specified in the Intercreditor Agreement.

     Trust: Means the Class A Trust or the Class B Trust, as applicable.

     Trustee: Has the meaning specified in the preamble to this Trust Supplement.

     Trust Indenture Act: Means the Trust Indenture Act of 1939, as amended.

     Trust Property: Means (i) subject to the Intercreditor Agreement, the Series B Equipment Notes held as the property of the Class B Trust, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI of the Basic Agreement of any Equipment Notes and (iii) all rights of the Class B Trust and the Trustee, on behalf of the Class B Trust, under the Intercreditor Agreement, the Escrow Agreement, the NPA and the Class B Liquidity Facility, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Class B Trust pursuant to the Intercreditor Agreement or the Class B Liquidity Facility; provided that the rights with respect to the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Series B Equipment Notes to be held herein, will not constitute Trust Property.

     Trust Supplement: Has the meaning specified in the preamble hereto.

     Underwriters: Means Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co.

     Underwriting Agreement: Means the Underwriting Agreement, dated February 7, 2011, among the Underwriters and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     Withdrawal Certificate: Has the meaning specified in the Escrow Agreement.

ARTICLE II

DECLARATION OF TRUST

          Section 2.01 Declaration of Trust. The Trustee hereby declares the creation of a Trust, designated the “Delta Air Lines Pass Through Trust 2010-2B” (the “Class B Trust”), for the benefit of the Holders of the Class B Certificates to be issued in respect of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of such Class B Trust, by their respective acceptances of the Class B Certificates, join in the creation of such Class B Trust with the Trustee. The Trustee, by the execution and delivery of this Trust Supplement, acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 7.01(b) of this Trust Supplement, and, as the case may be, the PA Amendments with respect to the Funded Aircraft or the NPA and the Participation Agreements

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with respect to the Pre-Funded Aircraft and the Trustee will hold such right, title and interest for the benefit of all present and future Holders of the Class B Certificates, upon the trusts set forth in the Basic Agreement and this Trust Supplement. The provisions of this Section 2.01 supersede and replace the provisions of Sections 2.03 of the Basic Agreement, with respect to the Class B Trust.

          Section 2.02 Permitted Activities. The Class B Trust may only engage in the transactions contemplated by the Operative Agreements, subject to Section 10.05 of this Trust Supplement.

ARTICLE III

THE CERTIFICATES

          Section 3.01 The Certificates. There is hereby created a series of Certificates to be issued under this Agreement designated as “Delta Air Lines Pass Through Certificates, Series 2010-2B” (the “Class B Certificates”). Each Class B Certificate represents a Fractional Undivided Interest in the Class B Trust created hereby. The Class B Certificates shall be the only instruments evidencing a Fractional Undivided Interest in the Class B Trust. The Class B Certificates do not represent indebtedness of the Class B Trust, and references herein to interest accruing on the Class B Certificates are included for purposes of computation only.

          Section 3.02 Terms and Conditions. The terms and conditions applicable to the Class B Certificates and the Class B Trust are as follows:

          (a) The aggregate face amount of the Class B Certificates that may be authenticated and delivered under this Agreement (except for Class B Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Class B Certificates pursuant to Sections 3.03, 3.05 and 3.06 of the Basic Agreement and Sections 4.03, 9.03 and 9.04 of this Trust Supplement) is $134,646,000.

          (b) The Cut-off Date is the earlier of (i) the day after the Delivery Period Termination Date, and (ii) the date on which a Triggering Event occurs.

          (c) The distribution dates with respect to any payment of Scheduled Payments (each such distribution date, a “Regular Distribution Date”) shall be May 23 and November 23 of each year, commencing on May 23, 2011, until payment of all of the Scheduled Payments to be made under the Equipment Notes has been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. The principal amount of each Series B Equipment Note to be held by the Class B Trust is scheduled to be paid in full on November 23, 2015.

          (d) The Special Distribution Date with respect to the Class B Certificates means any Business Day on which a Special Payment is to be distributed pursuant to this Agreement.

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          (e) At the Escrow Agent’s request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to each Class B Certificate. In any event, any transfer or exchange of any Class B Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any Class B Certificate shall be permitted unless the corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Class B Certificate to which an Escrow Receipt is attached, each holder of such a Class B Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt as set forth herein, in such Escrow Receipt, and in the Escrow Agreement.

          (f) The Class B Certificates shall be in the form attached hereto as Exhibit A, shall be Book-Entry Certificates (subject to Section 3.05(d) of the Basic Agreement and Section 4.03 and Article IX of this Trust Supplement), and shall be subject to the conditions set forth in the Letter of Representations between the Class B Trust and The Depository Trust Company and any successor agency thereto (“DTC”), as initial Clearing Agency, attached hereto as Exhibit B.

          (g) (i) $75,849,000 of the proceeds of the offering of Class B Certificates issued by the Class B Trust shall be used by the Trustee in accordance with the PA Amendments relating to the Funded Aircraft to acquire on the date hereof the Series B Equipment Notes described in Schedule I to each Indenture Amendment relating to the Funded Aircraft, and (ii) $58,797,000 of the proceeds of the offering of Class B Certificates issued by the Class B Trust and the related Escrow Receipts shall be deposited in the Accounts and shall be used in accordance with the Escrow Agreement, the Deposit Agreement and the NPA to acquire from time to time the Series B Equipment Notes described in Part 2 of Schedule I that relate to the Pre-Funded Aircraft and to the Note Documents described in Schedule II.

          (h) Any Person acquiring or accepting a Class B Certificate or an interest therein will, by such acquisition or acceptance, be deemed to represent and warrant to the Company, the Loan Trustees and the Trustee that either (i) no assets of a Plan or any trust established with respect to a Plan have been used to purchase Class B Certificates or an interest therein or (ii) the purchase and holding of Class B Certificates or interests therein by such Person is exempt from the prohibited transaction restrictions of ERISA and the Code or materially similar provisions of Similar Law pursuant to one or more prohibited transaction statutory or administrative exemptions.

          (i) The Class B Certificates will be subject to the following Intercreditor Agreement (and to the extent the terms thereof (including the definitions of defined terms) are inconsistent with the terms of this Agreement, such Intercreditor Agreement shall control): that certain Intercreditor Agreement, dated as of November 22, 2010, among U.S. Bank Trust National Association, as Class A Trustee, Natixis S.A., acting via its New York Branch, as Class A Liquidity Provider, and U.S. Bank Trust National Association, as Subordination Agent thereunder (as amended by the ICA Amendment and as may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”). Under Article VI hereof, the Class B Certificateholders shall have the rights upon the occurrence of a Certificate Buy-Out Event set forth therein. The Trustee and, by acceptance of any Class B Certificate, each Certificateholder thereof, agrees to be bound by all of the

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provisions of the Intercreditor Agreement, including the subordination provisions of Section 9.09 thereof.

          (j) The Class B Certificates have the benefit of the Deposit Agreement and the Escrow Agreement.

          (k) The Class B Certificates will have the benefit of the following liquidity facility: that certain Revolving Credit Agreement (2010-2B), dated as of the date hereof, between U.S. Bank Trust National Association, as Subordination Agent under the Intercreditor Agreement, as agent and trustee for the Class B Trust, and the Class B Liquidity Provider.

          (l) The Responsible Party is the Company.

          (m) The Company, any other obligor upon the Class B Certificates, and any Affiliate of any thereof may acquire, tender for, purchase, own, hold, become the pledgee of and otherwise deal with any Class B Certificate.

ARTICLE IV

ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES

          Section 4.01 Issuance of Class B Certificates. (a) The Class B Certificates will be issued in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. Each Class B Certificate shall be dated the date of its authentication.

          (b) The Class B Certificates shall be issued initially in the form of one or more global Certificates in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a “Global Certificate”), duly executed and authenticated by the Trustee as hereinafter provided. Each Global Certificate will be registered in the name of a nominee for DTC for credit to the account of members of, or participants in, DTC (“DTC Participants”) or to the account of indirect participants that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”), and will be deposited with the Trustee, as custodian for DTC. The aggregate principal amount of a Global Certificate may from time to time be decreased by adjustments made on the records of DTC or its nominee, or of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

          (c) [Reserved]

          (d) [Reserved]

          (e) Certificated Certificates in registered form shall be issued in substantially the form set forth as Exhibit A hereto (the “Definitive Certificates”) and shall be in fully registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers

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executing such Definitive Certificates, as evidenced by their execution of such Definitive Certificates.

     Section 4.02 Legends. (a) Each Global Certificate shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          (b) Each Class B Certificate shall bear the following legend on the face thereof:

BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT.

          Section 4.03 Book-Entry Provisions for Global Certificates. (a) DTC Participants shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its DTC Participants, the operation of customary practices governing the exercise of the rights of a holder of any Class B Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record a nominee of DTC as the registered holder of such Global Certificate.

          (b) Transfers of any Global Certificate shall be limited to transfers of such Global Certificate in whole, but not in part, to nominees of DTC, its successor or such successor’s

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nominees. Beneficial interests in Global Certificates may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 4.02 and Article IX of this Trust Supplement. Beneficial interests in Global Certificates shall be delivered to all beneficial owners thereof in the form of Definitive Certificates, if (i) DTC notifies the Trustee in writing that it is no longer willing or able to discharge properly its responsibilities as depositary for the Global Certificates, and a successor depositary is not appointed by the Trustee within 90 days of such notice, (ii) the Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through DTC or (iii) after the occurrence and during the continuance of an Event of Default, Class B Certificateholders with Fractional Undivided Interests aggregating not less than a majority in interest in the Class B Trust advise the Trustee, the Company and DTC through DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the Class B Certificateholders’ best interests. Neither the Company nor the Trustee shall be liable if the Company or the Trustee is unable to locate a qualified successor clearing system.

          (c) [Reserved]

          (d) In connection with the transfer of the entire amount of a Global Certificate to the beneficial owners thereof pursuant to paragraph (b) of this Section 4.03, such Global Certificate shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver to each beneficial owner, in exchange for the beneficial interest thereof in such Global Certificate, an equal aggregate principal amount of Definitive Certificates of authorized denominations, in each case as such beneficial owner and related aggregate principal amount shall have been identified and otherwise set forth (together with such other information as may be required for the registration of such Definitive Certificates) in registration instructions that shall have been delivered by or on behalf of DTC to the Trustee. None of the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such registration instructions and each such Person may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of any Definitive Certificate, the Trustee shall recognize the Person in whose name such Definitive Certificate is registered in the Register as a Certificateholder hereunder.

          (e) The registered Holder of a Global Certificate may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action which a Holder is entitled to take under this Agreement or the Class B Certificates.

          (f) Neither the Company, nor the Trustee, nor the Registrar, nor the Paying Agent shall have any responsibility or liability for: (i) any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Certificates, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or (iii) the performance by DTC, any DTC Participant or any Indirect Participant of their respective obligations under the rules, regulations and procedures creating and affecting DTC and its operation or any other statutory, regulatory, contractual or customary procedures governing their obligations.

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ARTICLE V

DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS

          Section 5.01 Statements to Certificateholders. (a) On each Regular Distribution Date and Special Distribution Date, the Trustee will include with each distribution to the Class B Certificateholders a statement, giving effect to the distribution to be made on such Regular Distribution Date or Special Distribution Date, setting forth the following information (per $1,000 aggregate face amount of Class B Certificates as to (ii), (iii), (iv) and (v) below):

     (i) the aggregate amount of funds distributed on such Distribution Date under this Agreement and the Escrow Agreement, indicating the amount, if any, allocable to each source (including any portion thereof paid by the Class B Liquidity Provider);

     (ii) the amount of such distribution under this Agreement allocable to principal and the amount allocable to Premium (if any);

     (iii) the amount of such distribution under this Agreement allocable to interest (including any portion thereof paid by the Class B Liquidity Provider);

     (iv) the amount of such distribution under the Escrow Agreement allocable to interest, if any;

     (v) the amount of such distribution under the Escrow Agreement allocable to unused Deposits, if any; and

     (vi) the Pool Balance and the Pool Factor.

          With respect to the Class B Certificates registered in the name of DTC or its nominee, on the Record Date prior to each Regular Distribution Date and Special Distribution Date, the Trustee will request that such Clearing Agency post on its Internet bulletin board a securities position listing setting forth the names of all the DTC Participants reflected on DTC’s books as holding interests in the Class B Certificates on such Record Date. On each Regular Distribution Date and Special Distribution Date, the Trustee will mail to each such DTC Participant whose name has been provided by DTC the statement described above and will make available additional copies as requested by such DTC Participants for forwarding to holders of interests in the Class B Certificates.

          (b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Class B Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Class B Certificateholder of record during a portion of such calendar year, for the applicable portion of such year, and such other items as are readily available to the Trustee and which a Class B Certificateholder may reasonably request as necessary for the purpose of such Certificateholder’s preparation of its United States federal income tax returns or foreign income tax returns. With respect to Class B

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Certificates registered in the name of DTC or its nominee, such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the DTC Participants and shall be delivered by the Trustee to such DTC Participants to be available for forwarding by such DTC Participants to the holders of interests in the Class B Certificates.

          (c) Promptly following:

     (i) the Delivery Period Termination Date, or, if later, the date of any Final Withdrawal (the later of such dates, the “Escrow Period Termination Date”), if there has been, on or prior to the Escrow Period Termination Date, (A) any change in the information set forth in clauses (y) and (z) below from that set forth in pages S-44 of the Prospectus Supplement, or (B) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Series B Equipment Notes held in the Class B Trust, any Event of Loss Withdrawal or any Final Withdrawal, and

     (ii) the date of any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Series B Equipment Notes held in the Class B Trust, in either case described in this clause (ii), occurring after the Escrow Period Termination Date,

     the Trustee shall furnish to Class B Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Series B Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the Class B Certificates registered in the name of DTC, on the Delivery Period Termination Date, the Trustee will request from DTC a securities position listing setting forth the names of all DTC Participants reflected on DTC’s books as holding interests in the Class B Certificates on such date. The Trustee will mail to each such DTC Participant the statement described above and will make available additional copies as requested by such DTC Participant for forwarding to holders of interests in the Class B Certificates.

          (d) The provisions of this Section 5.01 supersede and replace the provisions of Section 4.03 of the Basic Agreement in their entirety with respect to Class B Trust.

ARTICLE VI

DEFAULT

          Section 6.01 Purchase Rights of Certificateholders. (a) At any time after the occurrence and during the continuation of a Certificate Buy-Out Event, each Class B Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, at the purchase price set forth in the Class A Trust Agreement, all, but not less than all, of the Class A Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class A Trustee and each other Class B Certificateholder, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day

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period any other Class B Certificateholder(s) (other than the Company or any of its Affiliates) notifies such purchasing Class B Certificateholder that such other Class B Certificateholder(s) want(s) to participate in such purchase, then such other Class B Certificateholder(s) may join with the purchasing Class B Certificateholder to purchase all, but not less than all, of the Class A Certificates pro rata based on the Fractional Undivided Interest in the Class B Trust held by each such Class B Certificateholder and (B) upon consummation of such purchase no Class B Certificateholder shall have a right to purchase the Class A Certificates pursuant to this Section 6.01(a) during the continuance of such Certificate Buy-Out Event.

          (b) By its acceptance of its Class B Certificate, each Class B Certificateholder agrees that at any time after the occurrence and during the continuation of a Certificate Buy-Out Event, if any Refinancing Certificates are issued, each Refinancing Certificateholder shall have the same right (subject to the same terms and conditions) to purchase Class A Certificates pursuant to this Section 6.01 (and to receive notice in connection therewith) as the Class B Certificateholders.

          (c) This Section 6.01 supplements and, to the extent inconsistent with any provision of Section 6.01(d) of the Basic Agreement, replaces the provisions of Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary set forth herein or in any Operative Agreement, the provisions of this Section 6.01 may not be amended in any manner without the consent of each Class A Certificateholder, Class B Certificateholder or Refinancing Certificateholder (in each case, other than the Company or any of its Affiliates in its respective capacity as a Certificateholder) that would be adversely affected thereby; provided that the purchase price under this Section 6.01 (as in effect on the date hereof) for any Certificate held by the Company or any of its Affiliates shall not be modified without the prior written consent of the Company. For the avoidance of doubt, if a Certificate Buy-Out Event ceases to exist and another Certificate Buy-Out Event occurs and is continuing, the purchase rights set forth in this Section 6.01 shall be revived notwithstanding any exercise of such rights during the continuance of any preceding Certificate Buy-Out Event.

ARTICLE VII

THE TRUSTEE

          Section 7.01 Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the ICA Amendment, the Escrow Agreement, the NPA and the PA Amendments relating to the Funded Aircraft on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder and under the Intercreditor Agreement and the NPA. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes to be purchased on the date hereof pursuant to the PA Amendments relating to

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the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement or Sections 4.03, 9.03 or 9.04 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class B Trust.

          (b) (i) On the Issuance Date, upon satisfaction of the conditions set forth in the PA Amendment with respect to each Funded Aircraft, the Trustee shall purchase the Series B Equipment Notes to be purchased thereunder. The purchase price of each Series B Equipment Note shall equal the principal amount of such Series B Equipment Note. (ii) On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series B Equipment Notes relating to the Pre-Funded Aircraft. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series B Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Class B Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class B Trust.

          (c) On the Issuance Date, upon satisfaction of the conditions specified in each PA Amendment, the Trustee shall purchase the applicable Series B Equipment Notes relating to the Funded Aircraft to be purchased thereunder. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes.

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          (d) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.”

          (e) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.”

          (f) With respect to the Class B Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

          Section 7.02 Withdrawal of Deposits. If any Deposits remain outstanding on the Business Day next succeeding the Cut-off Date, the Trustee shall promptly give the Escrow Agent notice, as contemplated by clause (ii) of Section 1.02(f) of the Escrow Agreement, that the Trustee’s obligation to purchase Series B Equipment Notes under the NPA has terminated and the Cut-off Date has occurred.

          Section 7.03 The Trustee. (a) Subject to Section 7.04 of this Trust Supplement and Section 7.15 of the Basic Agreement, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement, the NPA or the Escrow Agreement or the due execution hereof or thereof by the Company or the other parties thereto (other than the Trustee), or for or in respect of the recitals and statements contained herein or therein, all of which recitals and statements are made solely by the Company or the other parties thereto (other than the Trustee), except that the Trustee hereby represents and warrants that each of this Trust Supplement, the Basic Agreement, each Class B Certificate, the Intercreditor Agreement, the NPA and the Escrow Agreement has been executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf.

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          (b) The Trustee shall at all times be a bank or trust company, organized and doing business under the laws of the United States or any state thereof, a substantial part of the business of which consists of (i) receiving deposits and making loans or (ii) exercising fiduciary powers similar to those permitted to national banks by the Comptroller of the Currency, and which is subject to supervision and examination by state or federal authority having supervision over banking institutions.

          Section 7.04 Representations and Warranties of the Trustee. The Trustee hereby represents and warrants that:

          (a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party;

          (b) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party (i) will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;

          (c) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States or the state of the United States where it is located regulating the banking and corporate trust activities of the Trustee; and

          (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been, or will be, as applicable, duly executed and delivered by the Trustee and constitute, or will constitute, as applicable, the legal, valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided, however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (ii) general principles of equity.

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          Section 7.05 Trustee Liens. The Trustee in its individual capacity agrees, in addition to the agreements contained in Section 7.17 of the Basic Agreement, that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any Trustee’s Liens on or with respect to the Trust Property which are attributable to the Trustee in its individual capacity and which are unrelated to the transactions contemplated by the Intercreditor Agreement or the NPA.

ARTICLE VIII

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

          Section 8.01 Amendment of Section 5.02 of the Basic Agreement. Section 5.02 of the Basic Agreement shall be amended, with respect to the Class B Trust, by (i) replacing the phrase “of this Agreement” set forth in paragraph (a) thereof with the phrase “of the Note Documents, of the NPA and of this Agreement” and (ii) replacing the phrase “under this Agreement” set forth in paragraph (b) thereof with the phrase “under this Agreement, the NPA and any Note Document”.

          Section 8.02 Supplemental Agreements Without Consent of Class B Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to ) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (14) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPA, (b) references in clauses (4), (5) and (7) of such Section 9.01 to “any Intercreditor Agreement or any Liquidity Facility” shall also be deemed to refer to “the Intercreditor Agreement, the Class B Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement” and (c) references to “any Intercreditor Agreement, any Participation Agreement, any Indenture or any Liquidity Facility” and to “any Intercreditor Agreement or any Liquidity Facility” in clause (8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any Indenture, the Class B Liquidity Facility, the Escrow Agreement, the Deposit Agreement or any Participation Agreement”, and (d) the reference to “this Basic Agreement or any Trust Supplement” in clause (13) of such Section 9.01 shall also be deemed to refer to “the NPA or any Participation Agreement”, and (ii) one or more agreements supplemental to any Operative Agreement, the NPA, the Escrow Agreement or the Deposit Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(c) of the Intercreditor Agreement. In addition, the following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect

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to the Class B Trust, as follows: (A) Section 9.01(6) of the Basic Agreement shall be amended by inserting the phrase “(or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or like depositary,” after the phrase “any exchange or quotation system on which the Certificates of any series are listed” but before the phrase “or of any regulatory body”; (B) Section 9.01(7) of the Basic Agreement shall be amended by inserting the phrase “to establish or” after the phrase “to such extent as shall be necessary” but before the phrase “to continue”; and (C) Section 9.01(8) of the Basic Agreement shall be amended by replacing the phrase “and to add to or change” with the phrase “, or to evidence the substitution of a Liquidity Provider with a Replacement Liquidity Provider or to provide for a Replacement Liquidity Facility, all as provided in any Intercreditor Agreement; or to evidence the substitution of a Depositary with a Replacement Depositary or to provide for a Replacement Deposit Agreement, all as provided in the NPA; or to evidence and provide for the acceptance of appointment by a successor Escrow Agent or successor Escrow Paying Agent under the Escrow Agreement; or to provide multiple Liquidity Facilities with respect to one or more Trusts; or to add to or change”.

          Section 8.03 Supplemental Agreements with Consent of Class B Certificateholders. Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit Agreement, the Class B Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the Class B Certificateholders under the Escrow Agreement, the Deposit Agreement, the Class B Liquidity Facility or the NPA; provided that the provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of, or delay in the timing of, any receipt by the Class B Certificateholders of payments upon the Deposits.

          Section 8.04 Consent of Holders of Certificates Issued under Other Trusts. Notwithstanding any provision in Section 8.02 or Section 8.03 of this Trust Supplement to the contrary, no amendment or modification of Section 6.01 of this Trust Supplement shall be effective unless the trustee for each Class of Certificates affected by such amendment or modification shall have consented thereto.

          Section 8.05 Amendment of Section 7.12(c) of the Basic Agreement. For purposes of this Agreement, references to the term “corporation” as used in Section 7.12(c) of the Agreement shall be deemed to include a bank or trust company.

ARTICLE IX

TRANSFER OF CLASS B CERTIFICATES

          Section 9.01 Restrictive Legends. All Class B Certificates issued pursuant to the Agreement shall bear a legend to the following effect (the “Restrictive Legend”), unless the Company and the Trustee determine otherwise consistent with applicable law:

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          THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, FOR SO LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2010-2B TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

          Section 9.02 Amendment of Section 3.04 of the Basic Agreement. Sections 9.03 and 9.04 of this Trust Supplement supersede and replace Section 3.04 of the Basic Agreement, with respect to the Trust.

          Section 9.03 Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 of the Basic Agreement a register (the “Register”) of the Class B Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such Class B Certificates and of transfers and exchanges of such Class B Certificates as herein provided. The Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering such Class B Certificates and transfers and exchanges of such Class B Certificates as herein provided.

          All Class B Certificates issued upon any registration of transfer or exchange of Class B Certificates shall be valid obligations of the Trust, evidencing the same interest therein, and entitled to the same benefits under this Agreement, as the Class B Certificates surrendered upon such registration of transfer or exchange.

          Upon surrender for registration of transfer of any Class B Certificate at the Corporate Trust Office or such other office or agency with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Class B Certificates of like series, in authorized denominations of a like aggregate Fractional Undivided Interest. Whenever any Class B Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Class B Certificates that the Class B Certificateholder making the exchange is entitled to receive. Every Class B Certificate presented or surrendered for registration of transfer or

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exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the Class B Certificateholder thereof or its attorney duly authorized in writing.

          The Registrar shall not register the transfer or exchange of any Class B Certificate in the name of any Person unless and until evidence satisfactory to the Company and the Trustee that the conditions to any such transfer or exchange set forth in Section 9.04 shall have been satisfied is submitted to them. Such conditions shall be deemed satisfied with respect to a transfer if the transferor and transferee duly execute and deliver to the Trustee the transfer notice in the form attached to the Class B Certificate, unless the Company or the Trustee has a reasonable basis for requesting additional evidence.

          To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Class B Certificates at the Registrar’s request. No service charge shall be made to a Class B Certificateholder for any registration of transfer or exchange of Class B Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Class B Certificates. All Class B Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee.

          Section 9.04 Special Transfer Provisions. (a) Transfers Limited to QIBs. If a Class B Certificate is to be transferred, the Registrar shall register the transfer only if such transfer is being made to a proposed transferee who has provided the transfer notice attached to the form of Class B Certificate stating that it is purchasing the Class B Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB.

          (b) Restrictive Legend. Upon the transfer, exchange or replacement of Class B Certificates, the Registrar shall deliver only Class B Certificates that bear the Restrictive Legend, unless the Company and the Trustee determine otherwise consistent with applicable law.

          (c) General. By acceptance of any Class B Certificate, each Holder of such a Class B Certificate will be deemed to:

     (i) Represent that it is accepting such Class B Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB;

     (ii) Agree that any sale or other transfer by it of any Class B Certificate will only be made to a QIB;

     (iii) Agree that it will, and that it will inform each subsequent transferee that such transferee will be required to, deliver to each person to whom it transfers Class B Certificates notice of these restrictions on transfer of the Class B Certificates;

     (iv) Agree that no registration of the transfer of a Class B Certificate will be made unless the transferee completes and submits to the Trustee the form included on the

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reverse of the Class B Certificate in which it states that it is purchasing such Class B Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB;

     (v) Understand that the Class B Certificates will bear a legend substantially to the effect of the Restrictive Legend;

     (vi) Acknowledge that the Company, the Trustee, the Underwriters, and others will rely on the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agree that, if any of the acknowledgments, representations, warranties and agreements deemed to have been made by its purchase of the Class B Certificates is no longer accurate, it shall promptly notify the Company, the Trustee and the Underwriters. If it is acquiring any Class B Certificates as a fiduciary or agent of one or more investor accounts, it represents that it has sole investment discretion with respect to each such investor account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such investor account;

     (vii) Acknowledge that the foregoing restrictions apply to holders of beneficial interests in the Class B Certificates as well as to registered holders of Class B Certificates; and

     (viii) Acknowledge that the Trustee will not be required to accept for registration of transfer any Class B Certificate unless evidence satisfactory to the Company and the Trustee that the restrictions on transfer set forth herein have been complied with is submitted to them.

          Until such time as no Class B Certificates remain outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 9.04. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

ARTICLE X

MISCELLANEOUS PROVISIONS

     Section 10.01 Final Termination Date. The respective obligations and responsibilities of the Company and the Trustee created hereby and the Class B Trust created hereby shall terminate upon the distribution to all Class B Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, Sr., the father of John F. Kennedy, former President of the United States, living on the date of this Trust Supplement.

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          Section 10.02 Basic Agreement Ratified. Except and so far as herein expressly provided, all of the provisions, terms and conditions of the Basic Agreement are in all respects ratified and confirmed; and the Basic Agreement and this Trust Supplement shall be taken, read and construed as one and the same instrument. To the extent that any provisions of the Basic Agreement are superseded by any provisions of this Trust Supplement, any reference to such provisions of the Basic Agreement herein or in the Basic Agreement shall be deemed to be such provisions of this Trust Supplement.

          Section 10.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS B CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

          Section 10.04 Counterparts. This Trust Supplement may be executed in any number of counterparts (and each of the parties shall not be required to execute the same counterpart). Each counterpart of this Trust Supplement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Trust Supplement, but all of such counterparts together shall constitute one instrument.

          Section 10.05 Intention of Parties. The parties hereto intend that the Class B Trust be classified for United States federal income tax purposes as a grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle A of the Code, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder of, and each Person acquiring a beneficial interest in, a Class B Certificate, by its acceptance of its Class B Certificate or a beneficial interest therein, agrees to treat the Class B Trust as a grantor trust for all United States federal, state and local income tax purposes. The Trustee shall not be authorized or empowered to do anything that would cause the Class B Trust to fail to qualify as a grantor trust for such tax purposes (including as subject to this restriction, acquiring any Aircraft by bidding the Equipment Notes relating thereto or otherwise, or taking any action with respect to any such Aircraft once acquired).

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          IN WITNESS WHEREOF, the parties have caused this Trust Supplement to be duly executed by their respective officers thereto duly authorized as of the date first written above.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Trust Supplement No. 2010-2B
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EXHIBIT A to
TRUST SUPPLEMENT NO. 2010-2B

FORM OF CERTIFICATE

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]¹

BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT.

THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, FOR LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST

¹ This legend to appear on Book-Entry Certificates to be deposited with The Depositary Trust Company.

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COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2010-2B TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Trust Supplement No. 2010-2B
(2010-2B EETC)

[GLOBAL CERTIFICATE]¹

DELTA AIR LINES PASS THROUGH TRUST 2010-2B

DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES 2010-2B

Final Expected Regular Distribution Date: November 23, 2015

evidencing a fractional undivided interest in the Trust,
the property of which includes or will include, among
other things, certain Equipment Notes each secured by
an Aircraft owned by Delta Air Lines, Inc.

Certificate No. ____	$____________ Fractional Undivided	CUSIP No. 247817 AA7
	Interest representing _________% of the Trust per $1,000 face amount

          THIS CERTIFIES THAT ________, for value received, is the registered owner of a $______ (______ dollars) Fractional Undivided Interest (or such lesser amounts as shall be the aggregate outstanding face amount hereof as set forth in the records of the Trustee) in the Delta Air Lines Pass Through Trust, Series 2010-2B (the “Trust”) created by U.S. BANK TRUST NATIONAL ASSOCIATION, as successor trustee (together with any successor in interest and any successor or other trustee appointed pursuant to the Trust Supplement referred to below, the “Trustee”) under a Pass Through Trust Agreement, dated as of November 16, 2000 (the “Basic Agreement”), between U.S. Bank Trust National Association (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association) and Delta Air Lines, Inc., a Delaware corporation ( together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company”), as supplemented by Trust Supplement No. 2010-2B thereto dated as of February 14, 2011 (collectively, and as may be amended from time to time, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “Delta Air Lines Pass Through Certificates, Series 2010-2B” (herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the Certificateholder of this Certificate assents to and agrees to be bound by all of the provisions of the Agreement and the Intercreditor Agreement, including the subordination provisions of Section 9.09 of the Intercreditor Agreement. The Trust Property is expected to include certain Equipment Notes and includes all rights of the Trust and the Trustee, on behalf of the Trust, to receive any payments under the Intercreditor Agreement and the Class B Liquidity Facility. Each issue of the Equipment Notes will be secured by, among other things, a security interest in the Aircraft owned by the Company.

¹ To be included on the face of each Global Certificate.

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          The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto.

          Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on each May 23 and November 23 (each, a “Regular Distribution Date”), commencing on May 23, 2011, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Series B Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Series B Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the applicable Special Distribution Date, an amount in respect of such Special Payments on the Series B Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate.

          Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without the presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distributions shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice.

          The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company, the Trustee, the Subordination Agent, any Loan Trustee or any Affiliate of any thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for any payment or distribution to such Certificateholder pursuant to the terms of the Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees or any Affiliate of any thereof

Trust Supplement No. 2010-2B
(2010-2B EETC)

except as otherwise expressly provided in the Agreement, in any Note Document or in the Intercreditor Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request.

          The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement, at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees.

          The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) Fractional Undivided Interest and multiples of $1,000 in excess thereof except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same.

          No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

          The Company, the Trustee, the Registrar and any Paying Agent shall deem and treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Company, the Trustee, the Registrar or any such agent shall be affected by any notice to the contrary.

Trust Supplement No. 2010-2B
(2010-2B EETC)

          Each Certificateholder and Person with a beneficial interest herein, by its acceptance of this Certificate or such interest, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes.

          The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property.

          Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to represent and warrant to the Company, the Loan Trustees and the Trustee that either: (i) no assets of a Plan or any trust established with respect to a Plan, have been used to acquire this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or interest herein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or materially similar provisions of Similar Law pursuant to one or more prohibited transaction statutory or administrative exemptions.

          THIS CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

          Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Trust Supplement No. 2010-2B
(2010-2B EETC)

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

	DELTA AIR LINES PASS THROUGH TRUST 2010-2B
	By: U.S. BANK TRUST NATIONAL ASSOCIATION,        as Trustee
	By:
		Title:
Dated:

Trust Supplement No. 2010-2B
(2010-2B EETC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

          This is one of the Certificates referred to in the within-mentioned Agreement.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Officer

Trust Supplement No. 2010-2B
(2010-2B EETC)

[FORM OF TRANSFER NOTICE]

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

          Insert Taxpayer Identification No.

          ___________________________

Please print or typewrite name and address including zip code of assignee

          ___________________________

          ___________________________

          the within Certificate and all rights thereunder, hereby irrevocably constituting and appointing

          ________________________ attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises.

     [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES]

          In connection with any transfer of this Certificate, the undersigned confirms that this Certificate is being transferred to a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended.

          Date:                                                                                                

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEE:                                         

          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

          [TO BE COMPLETED BY PURCHASER:]

          The undersigned represents and warrants that it is purchasing this Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in

Trust Supplement No. 2010-2B
(2010-2B EETC)

reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

     Dated:                                        

NOTICE: To be executed by an executive officer

Trust Supplement No. 2010-2B
(2010-2B EETC)

EXHIBIT B to
TRUST SUPPLEMENT NO. 2010-2B

DTC LETTER OF REPRESENTATIONS

Trust Supplement No. 2010-2B
(2010-2B EETC)

SCHEDULE I to
TRUST SUPPLEMENT NO. 2010-2B

SERIES B EQUIPMENT NOTES,
PRINCIPAL AMOUNTS, MATURITIES AND AIRCRAFT

Part 1: Funded Aircraft

Principal
Amount of Series B				Aircraft
Equipment Notes		Maturity	Aircraft	Registration Number
$	5,686,000	November 23, 2015	Boeing 737-732		N308DE
$	5,721,000	November 23, 2015	Boeing 737-732		N310DE
$	4,341,000	November 23, 2015	Boeing 757-351		N591NW
$	4,583,000	November 23, 2015	Boeing 757-351		N592NW
$	4,587,000	November 23, 2015	Boeing 757-351		N593NW
$	20,832,000	November 23, 2015	Boeing 777-232LR		N708DN
$	4,174,000	November 23, 2015	Airbus A320-211		N378NW
$	10,597,000	November 23, 2015	Airbus A330-223		N853NW
$	11,551,000	November 23, 2015	Airbus A330-323		N811NW
$	1,258,000	November 23, 2015	McDonnell Douglas MD-90-30		N917DN
$	1,246,000	November 23, 2015	McDonnell Douglas MD-90-30		N919DN
$	1,273,000	November 23, 2015	McDonnell Douglas MD-90-30		N918DH

Part 2: Pre-Funded Aircraft

Principal Amount of
Series B Equipment				Aircraft
Notes		Maturity	Aircraft	Registration Number
$	3,819,000	November 23, 2015	Boeing 737-832		N3731T
$	3,818,000	November 23, 2015	Boeing 737-832		N3732J
$	3,835,000	November 23, 2015	Boeing 737-832		N3733Z
$	3,802,000	November 23, 2015	Boeing 737-832		N3734B
$	3,808,000	November 23, 2015	Boeing 737-832		N3735D
$	3,851,000	November 23, 2015	Boeing 737-832		N3736C
$	2,575,000	November 23, 2015	Boeing 757-251		N544US
$	2,612,000	November 23, 2015	Boeing 757-251		N545US
$	2,580,000	November 23, 2015	Boeing 757-251		N546US
$	2,631,000	November 23, 2015	Boeing 757-251		N547US
$	2,635,000	November 23, 2015	Boeing 757-251		N548US
$	2,638,000	November 23, 2015	Boeing 757-251		N549US
$	3,010,000	November 23, 2015	Boeing 757-232		N6716C
$	5,718,000	November 23, 2015	Boeing 767-332ER		N1608
$	5,735,000	November 23, 2015	Boeing 767-332ER		N1609
$	5,730,000	November 23, 2015	Boeing 767-332ER		N1610D

Trust Supplement No. 2010-2B
(2010-2B EETC)

SCHEDULE II to
TRUST SUPPLEMENT NO. 2010-2B

NOTE DOCUMENTS

Participation Agreement
Indenture and Security Agreement
Manufacturer’s Consent

For each of the aircraft listed in Part 2 of Schedule I.

PA Amendment
Indenture Amendment

For each of the aircraft listed in Part 1 of Schedule I.

Trust Supplement No. 2010-2B
(2010-2B EETC)

EX-4.4

Exhibit 4.4

EXECUTION VERSION

Amendment No. 1 to

INTERCREDITOR AGREEMENT

(2010-2)

Dated as of February 14, 2011

among

DELTA AIR LINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee of
the Delta Air Lines Pass Through Trust 2010-2A and
the Delta Air Lines Pass Through Trust 2010-2B,
and to the extent expressly set forth herein, in its individual capacity

NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH
as Class A Liquidity Provider and
Class B Liquidity Provider,

and

U.S. BANK TRUST NATIONAL ASSOCIATION
as Subordination Agent

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT

          This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of February 14, 2011, is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Delta”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity, except as expressly set forth herein, but solely as Class A Trustee and Class B Trustee (such term and other capitalized terms used herein without definition being defined as provided in Article I of the Intercreditor Agreement, as amended by Section 1.01 hereof); NATIXIS S.A., a société anonyme organized under the laws of France, acting via its New York Branch (“Natixis”), as Class A Liquidity Provider and Class B Liquidity Provider; and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII of the Intercreditor Agreement, the “Subordination Agent”).

          WHEREAS, the Class A Trustee, the Class A Liquidity Provider and the Subordination Agent entered into that certain Intercreditor Agreement, dated as of November 22, 2010 (the “Intercreditor Agreement”);

          WHEREAS, Delta had a right to issue Series B Equipment Notes pursuant to the terms of Section 2.02 of each Indenture (in the case of any Funded Aircraft (as defined in the Note Purchase Agreement, as in effect immediately prior to the date hereof)) and Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the date hereof) and, pursuant to Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the date hereof), the Intercreditor Agreement shall be amended by written agreement of Delta and the Subordination Agent to give effect to the issuance of any Class B Certificates, and the Class B Trustee and the Class B Liquidity Provider shall be added as parties to the Intercreditor Agreement;

          WHEREAS, Delta has entered into a Trust Supplement with respect to the Class B Trust in connection with the issuance of the Class B Certificates to provide financing for the purchase by the Class B Trustee of the Series B Equipment Notes, in respect of, and secured by a security interest in, the Aircraft;

          WHEREAS, the Trust created by the Class B Trust Agreement proposes to issue the Class B Certificates bearing the interest rate and having the final distribution date described in the Class B Trust Agreement on the terms and subject to the conditions set forth therein;

          WHEREAS, pursuant to the Class B Underwriting Agreement, the Class B Underwriters propose to purchase the Class B Certificates; and

          WHEREAS, it is a condition precedent to the obligations of the Class B Underwriters under the Class B Underwriting Agreement that this Amendment be executed and delivered by each party hereto;

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

1

          NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — AMENDMENTS TO THE INTERCREDITOR AGREEMENT

          Section 1.01. (a) Section 1.01(a) of the Intercreditor Agreement is amended as follows:

          (i) The definition of “Certificate” is amended by deleting the phrase “, if issued,”.

          (ii) The definition of “Class B Adjusted Interest” is amended by replacing each instance of the phrase “(or, if the Current Distribution Date is the first Distribution Date, the Closing Date)” with “(or, if the Current Distribution Date is the first Distribution Date, the Class B Issuance Date)”.

          (iii) The definition of “Class B Cash Collateral Account” is amended by deleting the phrase “, if and when such account is created”.

          (iv) The definition of “Class B Certificates” is deleted in its entirety and replaced by the following:

     “Class B Certificates” means the certificates issued by the Class B Trust, substantially in the form of Exhibit A to the Class B Trust Agreement, and authenticated by the Class B Trustee, representing Fractional Undivided Interests in the Class B Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class B Trust Agreement.

          (v) The definition of “Class B Liquidity Facility” is deleted in its entirety and replaced by the following:

          “Class B Liquidity Facility” means, initially, the Revolving Credit Agreement (2010-2B), dated as of the Class B Issuance Date, between the Subordination Agent, as agent and trustee for the Class B Trustee, and Natixis and, from and after the replacement of such agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligation of Delta, no amendment, modification or supplement to, or substitution or replacement of, any Class B Liquidity Facility shall be effective unless consented to by Delta.

          (vi) The definition of “Class B Liquidity Provider” is amended by replacing “the initial provider of any Class B Liquidity Facility, if any” with “Natixis”.

          (vii) The definition of “Class B Trust” is amended by replacing the phrase “, if and when created,” with “created and”.

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

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               (viii) The definition of “Class B Trust Agreement” is deleted in its entirety and replaced by the following:

     “Class B Trust Agreement” means the Basic Agreement, as supplemented by Trust Supplement No. 2010-2B thereto, dated as of the Class B Issuance Date, governing the creation and administration of the Class B Trust and the issuance of the Class B Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          (ix) The definition of “Class B Trustee” is amended by deleting the phrase “if any,”.

          (x) The definition of “Deposit Agreement” is deleted in its entirety and replaced by the following:

     “Deposit Agreement” means, subject to Section 5 of the Note Purchase Agreement, with respect to any Class of Certificates, the Deposit Agreement pertaining to such Class, (i) in the case of the Class A Certificates, dated as of November 22, 2010 and (ii) in the case of the Class B Certificates, dated as of the Class B Issuance Date, in each case between the Escrow Agent and the Depositary, in each case as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          (xi) The definition of “Depositary” is amended by replacing the word “the” before “Deposit Agreement” with “each”.

          (xii) The definition of “Deposits” is deleted in its entirety and replaced by the following:

     “Deposits” with respect to any Class of Certificates has the meaning set forth in the Deposit Agreement pertaining to such Class.

          (xiii) The definition of “Equipment Notes” is amended by deleting the phrase “, if issued,”.

          (xiv) The definition of “Escrow and Paying Agent Agreement” is deleted in its entirety and replaced by the following:

     “Escrow and Paying Agent Agreement” means, with respect to any Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class, (i) in the case of the Class A Certificates, dated as of November 22, 2010 among the Escrow Agent, the Underwriters, the Class A Trustee and the Paying Agent, and (ii) in the case of the Class B Certificates, dated as of the Class B Issuance Date among the Escrow Agent, the Class B Underwriters, the Class B Trustee and the Paying Agent, in each case as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

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          (xv) The definition of “Escrow Receipts” is deleted in its entirety and replaced by the following:

     “Escrow Receipts” has the meaning assigned to such term in the Escrow and Paying Agent Agreement for the Class A Trust or the Class B Trust, as applicable.

          (xvi) The definition of “Expected Distributions” is amended by (A) deleting the phrase “in the case of the Class A Certificates” in the first sentence thereof and (B) replacing the phrase “the Class A Certificates)” at the end of the first sentence thereof with “the Certificates of such Trust)”.

          (xvii) The definition of “Final Distributions” is amended by (A) deleting the phrase “, in the case of the Class A Certificates,” in each of clause (x) and clause (y) thereof, (B) adding the phrase “relating to such Trust” after “the Deposits” in clause (x) thereof and (C) adding the phrase “for such Class of Certificates” after “the amount of Deposits” in clause (y) thereof.

          (xviii) The definition of “Final Legal Distribution Date” is amended by replacing the phrase “a date to be determined as such for the Class B Certificates” with “May 23, 2017”.

          (xix) The definition of “Liquidity Provider” is amended by deleting the phrase “, if the Class B Liquidity Facility shall have been provided,”.

          (xx) The definition of “Pool Balance” is amended by (A) deleting the phrase “(in the case of the Class A Certificates)” in each of the two sentences thereof and (B) adding the phrase “relating to such Class” after “Deposits” in the first sentence thereof.

          (xxi) The definition of “Rating Agencies” is amended by deleting the phrase “Class A” in the second sentence thereof.

          (xxii) The definition of “Stated Interest Rate” is amended by replacing the phrase “the rate per annum determined as such for the Class B Certificates” with “6.75% per annum”.

          (xxiii) The definition of “Trust” is amended by deleting the phrase “, if created,”.

          (xxiv) The definition of “Trustee” is amended by deleting the phrase “, if the Class B Trust shall have been created,”.

          (b) For purposes of the Intercreditor Agreement, unless the context otherwise requires, the following capitalized terms shall have the following meanings:

          “Class B Issuance Date” means February 14, 2011.

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

4

          “Class B Underwriters” means Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co.

          “Class B Underwriting Agreement” means the Underwriting Agreement, dated February 7, 2011 among Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives of the Class B Underwriters, and Delta, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          Section 1.02. Section 2.01(a) of the Intercreditor Agreement is amended by deleting the phrase “, upon accession hereto,” in each of the two sentences thereof.

          Section 1.03. Section 2.01(b) of the Intercreditor Agreement is amended by (A) deleting the phrase “, upon accession hereto,” and (B) replacing the phrase “(in the case of the Class A Certificateholders only) the Deposits” with “the relevant Deposits”.

          Section 1.04. Section 2.04(a) of the Intercreditor Agreement is amended by (A) adding the phrase “(excluding interest, if any, payable with respect to the Deposits relating to the Class B Trust)” after “the Class B Certificates” in sub-paragraph (iv) thereof and (B) adding the phrase “in each case excluding interest, if any, payable with respect to Deposits relating to the Class B Trust,” after “prepaid,” in sub-paragraph (v) thereof.

          Section 1.05. Section 2.04(c) of the Intercreditor Agreement is amended by replacing the word “the” before each of “Paying Agent”, “Depositary” and “Escrow Agent” with “any”.

          Section 1.06. Section 2.05(a) of the Intercreditor Agreement is amended by replacing the phrase “the Class A Trustee” with “each Trustee”.

          Section 1.07. Section 2.05(c) of the Intercreditor Agreement is amended by deleting the phrase “(or in the case of the Class B Liquidity Provider, upon the accession hereto)”.

          Section 1.08. Section 3.01(a)(ii) of the Intercreditor Agreement is amended by deleting the phrase “if issued,”.

          Section 1.09. Section 3.02 of the Intercreditor Agreement is amended by (A) adding the phrase “relating to the Class A Trust” after “the Deposits” in clause “seventh” thereof, (B) adding the phrase “(excluding interest, if any, payable with respect to the Deposits relating to the Class B Trust)” after “the Class B Certificates” in clause “eighth” thereof and (C) adding the phrase “(excluding interest, if any, payable with respect to the Deposits relating to the Class B Trust)” after the second occurrence of the phrase “the Class B Certificates” in clause “tenth” thereof.

          Section 1.10. Section 3.05(a) of the Intercreditor Agreement is amended by adding the phrase “or the Class B Certificates” after “due and payable on the Class A Certificates”.

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

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          Section 1.11. Section 3.05(e)(i) of the Intercreditor Agreement is amended by adding the phrase “(including as a result of a refinancing of the Class B Certificates)” after “if the initial Liquidity Provider is replaced”.

          Section 1.12. Section 3.05(f)(ii) of the Intercreditor Agreement is amended by adding the phrase “(other than any amount of interest which was due and payable on the Class B Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Deposits on such Distribution Date)” after “(at the Stated Rate for the Class B Certificates)”.

          Section 1.13. Sections 3.05(f)(iii) of the Intercreditor Agreement is amended by adding the phrase “for such Class” after “the Escrow and Paying Agent Agreement”.

          Section 1.14. Section 6.01 of the Intercreditor Agreement is amended by deleting the phrase “, upon the accession hereto,”.

          Section 1.15. Section 8.01(c)(iii) and the last paragraph of Section 8.01(c) of the Intercreditor Agreement is amended by deleting each of the two phrases “, if any” from each of such provisions.

          Section 1.16. Section 8.01(e) of the Intercreditor Agreement is deleted in its entirety and replaced by the following:

          (e) The parties hereto agree that upon the issuance and sale of the Class B Certificates on the Class B Issuance Date, the provisions of Section 8.01(d) shall be of no effect and shall be disregarded.

          Section 1.17. Section 9.11(c) of the Intercreditor Agreement is amended by deleting the phrase “, upon the accession hereto,”.

ARTICLE II — MISCELLANEOUS

          Section 2.01. Amendment; Consent.

          (a) Each party hereto (including U.S. Bank in its individual capacity) agrees that this Amendment is entered into pursuant to and consistent with Section 8.01 of the Intercreditor Agreement.

          (b) The Class A Liquidity Provider hereby consents to the issuance of the Class B Certificates in accordance with clause (y) of Section 8.01(d) of the Intercreditor Agreement (in effect immediately prior to the date hereof).

          Section 2.02. Effect on the Intercreditor Agreement. Except as specifically amended by this Amendment, the Intercreditor Agreement shall remain in full force and effect and the Intercreditor Agreement, as amended by this Amendment, is hereby ratified and affirmed in all respects. On and after the date hereof, each reference in the Intercreditor Agreement to “this Agreement,” “herein,” “hereunder” or words of similar import shall mean and be a reference to the Intercreditor Agreement as amended by this Amendment.

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

6

          Section 2.03. Class B Trustee; Class B Liquidity Provider.

          (a) Effective as of the date hereof, U.S. Bank, as Class B Trustee, shall be deemed to be a party to the Intercreditor Agreement, as amended hereby, and shall have all of the rights and obligations of the Class B Trustee under the Intercreditor Agreement, as amended hereby, and under the other Operative Agreements.

          (b) Effective as of the date hereof, Natixis, as Class B Liquidity Provider, shall be deemed to be a party to the Intercreditor Agreement, as amended hereby, and shall have all of the rights and obligations of the Class B Liquidity Provider under the Intercreditor Agreement, as amended hereby, and under the other Operative Agreements.

          Section 2.04. Severability. To the extent permitted by applicable law, any provision of this Amendment 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          Section 2.05. Counterparts. This Amendment may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart). Each counterpart of this Amendment including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Amendment, but all of such counterparts together constitute one instrument.

          Section 2.06. Governing Law. THIS AMENDMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

[Remainder of Page Intentionally Left Blank]

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2B EETC)

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, as of the date first above written.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Class A Trustee and Class B Trustee and, to the extent expressly set forth herein, in its individual capacity
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President
NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH, as Class A Liquidity Provider and Class B Liquidity Provider
By:	/s/ Jerome Le Jamtel
	Name:	Jerome Le Jamtel
	Title:	Managing Director
By:	/s/ Lily Cheung
	Name:	Lily Cheung
	Title:	Director Natixis
U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Amendment No. 1 to Intercreditor Agreement (2010-2)
(2010-2 EETC)

EX-4.5

Exhibit 4.5

EXECUTION COPY

REVOLVING CREDIT AGREEMENT
(2010-2B)

Dated as of February 14, 2011

between

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Subordination Agent,
as agent and trustee for the trustee of
Delta Air Lines Pass Through Trust 2010-2B,

as Borrower

and

NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH

as Liquidity Provider

Delta Air Lines Pass Through Trust 2010-2B
Delta Air Lines
Pass Through Certificates,
Series 2010-2B

Revolving Credit Agreement (Class B)
(2010-2B EETC)

Table of Contents

		Page
	Article I
	DEFINITIONS
Section 1.01	Definitions		1
	Article II
	AMOUNT AND TERMS OF THE COMMITMENT
Section 2.01	The Advances		10
Section 2.02	Making of Advances		10
Section 2.03	Fees		12
Section 2.04	Reduction or Termination of the Maximum Commitment		12
Section 2.05	Repayments of Interest Advances, the Special Termination Advance or the Final Advance		13
Section 2.06	Repayments of Provider Advances		14
Section 2.07	Payments to the Liquidity Provider Under the Intercreditor Agreement		15
Section 2.08	Book Entries		15
Section 2.09	Payments from Available Funds Only		15
Section 2.10	Extension of the Expiry Date; Non-Extension Advance		16
	Article III
	OBLIGATIONS OF THE BORROWER
Section 3.01	Increased Costs		16
Section 3.02	Intentionally omitted		17
Section 3.03	Withholding Taxes		17

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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Section 3.04	Payments	19
Section 3.05	Computations	19
Section 3.06	Payment on Non-Business Days	19
Section 3.07	Interest	19
Section 3.08	Replacement of Borrower	21
Section 3.09	Funding Loss Indemnification	21
Section 3.10	Illegality	21
	Article IV
	CONDITIONS PRECEDENT
Section 4.01	Conditions Precedent to Effectiveness of Section 2.01	22
Section 4.02	Conditions Precedent to Borrowing	24
	Article V
	COVENANTS
Section 5.01	Affirmative Covenants of the Borrower	24
Section 5.02	Negative Covenants of the Borrower	25
	Article VI
	LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION
Section 6.01	Liquidity Events of Default	25
	Article VII
	MISCELLANEOUS
Section 7.01	No Oral Modifications or Continuing Waivers	26
Section 7.02	Notices	26
Section 7.03	No Waiver; Remedies	27

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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Section 7.04	Further Assurances	27
Section 7.05	Indemnification; Survival of Certain Provisions	27
Section 7.06	Liability of the Liquidity Provider	28
Section 7.07	Certain Costs and Expenses	28
Section 7.08	Binding Effect; Participations	29
Section 7.09	Severability	30
Section 7.10	Governing Law	30
Section 7.11	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	30
Section 7.12	Counterparts	31
Section 7.13	Entirety	31
Section 7.14	Headings	31
Section 7.15	Liquidity Provider’s Obligation to Make Advances	31
Section 7.16	Head Office Obligations	32
Annex I	- Form of Interest Advance Notice of Borrowing
Annex II	- Form of Non-Extension Advance Notice of Borrowing
Annex III	- Form of Downgrade Advance Notice of Borrowing
Annex IV	- Form of Final Advance Notice of Borrowing
Annex V	- Form of Special Termination Advance Notice of Borrowing
Annex VI	- Form of Notice of Termination
Annex VII	- Form of Notice of Special Termination
Annex VIII	- Form of Notice of Replacement Subordination Agent

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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REVOLVING CREDIT AGREEMENT
(2010-2B)

     This REVOLVING CREDIT AGREEMENT (2010-2B), dated as of February 14, 2011, is made by and between U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent (such term and other capitalized terms used herein without definition being defined as provided in Article I) under the Intercreditor Agreement (as defined below), as agent and trustee for the Class B Trustee (in such capacity, together with its successors in such capacity, the “Borrower”), and NATIXIS S.A. (“Natixis”), a French société anonyme, acting via its New York Branch (the “Liquidity Provider”).

W I T N E S S E T H:

     WHEREAS, pursuant to the Class B Trust Agreement, the Class B Trust is issuing the Class B Certificates; and

     WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class B Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder;

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions. (a) The definitions stated herein apply equally to both the singular and the plural forms of the terms defined.

          (b) All references in this Agreement to designated “Articles”, “Sections”, “Annexes” and other subdivisions are to the designated Article, Section, Annex or other subdivision of this Agreement, unless otherwise specifically stated.

          (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Annex or other subdivision.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

          (d) Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, it shall be deemed to be followed by the phrase “without limitation”.

          (e) All references in this Agreement to a Person shall include successors and permitted assigns of such Person.

          (f) For the purposes of this Agreement, unless the context otherwise requires, the following capitalized terms shall have the following meanings:

     “Advance” means an Interest Advance, a Final Advance, a Provider Advance, an Unapplied Provider Advance, an Applied Provider Advance, a Special Termination Advance, an Applied Special Termination Advance or an Unpaid Advance, as the case may be.

     “Agreement” means this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Applicable Liquidity Rate” has the meaning specified in Section 3.07(g).

     “Applicable Margin” means (a) with respect to any Interest Advance, Final Advance, Applied Provider Advance or Applied Special Termination Advance, 4.00% per annum, (b) with respect to any Unapplied Provider Advance, the rate per annum specified in the Fee Letter or (c) with respect to any Special Termination Advance, the rate per annum specified in the Fee Letter.

     “Applied Downgrade Advance” has the meaning specified in Section 2.06(a).

     “Applied Non-Extension Advance” has the meaning specified in Section 2.06(a).

     “Applied Provider Advance” means an Applied Downgrade Advance or an Applied Non-Extension Advance.

     “Applied Special Termination Advance” has the meaning assigned to such term in Section 2.05.

     “Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for each day in the period for which the Base Rate is to be

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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determined (or, if such day is not a Business Day, for the preceding 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 of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it (and reasonably satisfactory to Delta) plus one-quarter of one percent (0.25%).

     “Base Rate Advance” means an Advance that bears interest at a rate based upon the Base Rate.

     “Borrower” has the meaning specified in the introductory paragraph to this Agreement.

     “Borrowing” means the making of Advances requested by delivery of a Notice of Borrowing.

     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in New York, New York, Atlanta, Georgia, Wilmington, Delaware, or, so long as any Class B Certificate is outstanding, the city and state in which the Class B Trustee, the Borrower or any related Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market.

     “Consent Period” has the meaning specified in Section 2.10.

     “Covered Taxes” means any Taxes imposed by the United States, or any political subdivision or taxing authority thereof or therein, that are required by law to be deducted or withheld from any amounts payable to the Liquidity Provider under this Agreement other than (i) any Tax on, based on or measured by net income, franchises or conduct of business, (ii) any Tax imposed, levied, withheld or assessed as a result of any connection between the Liquidity Provider and the United States or such political subdivision or taxing authority, other than a connection arising solely from the Liquidity Provider’s having executed, delivered, performed its obligations or received a payment under, or enforced, any Operative Agreement, (iii) any Tax attributable to the inaccuracy in or breach by the Liquidity Provider of any of its representations, warranties or covenants contained in any Operative Agreement to which it is a party or the inaccuracy of any form, certificate or document furnished pursuant thereto, (iv) any withholding Taxes imposed by the United States except to the extent such withholding Taxes would not have been required to be deducted or withheld from payments hereunder but for a change after the date hereof in the U.S. Internal Revenue Code or the Treasury Regulations thereunder that affects the exemption for income that is effectively connected with the conduct of a trade or business within the United States, (v) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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Borrower any form, certificate or document (which form, certificate or document, in the good faith judgment of the Liquidity Provider, it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, or (vi) any change in the Lending Office without the prior written consent of Delta (such consent not to be unreasonably withheld).

     “Delivery Period Termination Date” has the meaning specified in the Note Purchase Agreement.

     “Downgrade Advance” means an Advance made pursuant to Section 2.02(b)(ii).

     “Downgrade Event” means a downgrading of the Liquidity Provider’s Short-Term Rating issued by either Rating Agency (or if the Liquidity Provider does not have a Short-Term Rating issued by a given Rating Agency, the Long-Term Rating issued by such Rating Agency) below the applicable Threshold Rating.

     “Effective Date” has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred.

     “Excluded Taxes” means (a) Taxes imposed on the overall net income of the Liquidity Provider, (b) Taxes imposed on the “effectively connected income” of its Lending Office, (c) Covered Taxes that are indemnified pursuant to Section 3.03 hereof, and (d) Taxes described in clauses (i) through (vi) in the definition of “Covered Taxes”.

     “Expenses” means liabilities, losses, damages, costs and expenses (including, without limitation, reasonable fees and disbursements of legal counsel), provided that Expenses shall not include any Taxes other than sales, use and V.A.T. taxes imposed on fees and expenses payable pursuant to Section 7.07.

     “Expiry Date” means November 21, 2011, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10.

     “Final Advance” means an Advance made pursuant to Section 2.02(c).

     “Head Office” has the meaning specified in Section 7.16.

     “Increased Cost” has the meaning specified in Section 3.01.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of November 22, 2010, among the Class A Trustee, the Class A Liquidity Provider and the Subordination Agent, as amended by Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of the date hereof, among Delta, the Class A Trustee, the Class B Trustee, the Subordination Agent, the Class A Liquidity Provider and the Liquidity Provider, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Interest Advance” means an Advance made pursuant to Section 2.02(a).

     “Interest Period” means, with respect to any LIBOR Advance, each of the following periods:

     (i) the period beginning on the third Business Day following either (A) the Liquidity Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or (B) the date of the withdrawal of funds from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates as contemplated by Section 2.06(a) hereof and, in each case, ending on the next numerically corresponding day in the sixth calendar month after the first day of the applicable Interest Period; and

     (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the numerically corresponding day in the sixth calendar month after the first day of the applicable Interest Period;

provided, however, that if (x) the Final Advance shall have been made pursuant to Section 2.02(c) or (y) other outstanding Advances shall have been converted into the Final Advance pursuant to Section 6.01(a), then the Interest Periods shall be successive periods of one month beginning on (A) the third Business Day following the Liquidity Provider’s receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or (B) the Regular Distribution Date following such conversion (in the case of clause (y) above).

     “Lending Office” means the lending office of the Liquidity Provider through which it acts for purposes of this Agreement, which is presently located at 9 West 57^th Street, 35^th Floor, New York, New York 10019, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; provided that the Liquidity Provider shall not change its Lending Office without the prior written consent of Delta (such consent not to be unreasonably withheld).

     “LIBOR Advance” means an Advance bearing interest at a rate based upon the LIBOR Rate.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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     “LIBOR Rate” means, with respect to any Interest Period, (a) the interest rate per annum equal to the rate per annum at which deposits in Dollars are offered in the London interbank market as shown on the Reuters Screen LIBOR01 (or such other page or screen as may replace such Reuters Screen) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the first day of such Interest Period, for a period comparable to such Interest Period, or (b) if no such rate appears on such Reuters Screen (or otherwise as aforesaid), the interest rate per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars are offered by the Reference Banks (or, if fewer than all of the Reference Banks are quoting a rate for deposits in Dollars for the applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the first day of such Interest Period to prime banks in the London interbank market for a period comparable to such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (c) if none of the Reference Banks is quoting a rate for deposits in Dollars in the London interbank market for such a period and amount, the interest rate per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars are offered by the principal New York offices of the Reference Banks (or, if fewer than all of the Reference Banks are quoting a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m. (New York time) on the day that is two Business Days prior to the first day of such Interest Period to prime banks in the New York interbank market for a period comparable to such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (d) if none of the principal New York offices of the Reference Banks is quoting a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, the Base Rate.

     “Liquidity Event of Default” means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Termination Date, the aggregate principal balance of such Equipment Notes is in excess of $300,000,000) or (b) a Delta Bankruptcy Event.

     “Liquidity Indemnitee” means the Liquidity Provider, its directors, officers, employees and agents, and its successors and permitted assigns.

     “Liquidity Provider” has the meaning specified in the introductory paragraph to this Agreement.

     “Maximum Available Commitment” means, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time less (b) the aggregate amount of each Interest Advance outstanding at such time; provided that following a Provider Advance, a Special Termination Advance or a Final Advance, the Maximum Available Commitment shall be zero.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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     “Maximum Commitment” means $13,632,908, as the same may be reduced from time to time in accordance with Section 2.04(a).

     “Natixis” has the meaning specified in the introductory paragraph to this Agreement.

     “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b)(i).

     “Notice of Borrowing” has the meaning specified in Section 2.02(e).

     “Notice of Replacement Subordination Agent” has the meaning specified in Section 3.08.

     “Participation” has the meaning specified in Section 7.08(b).

     “Performing Note Deficiency” means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes.

     “Permitted Transferee” means any Person that:

     (a) is not a commercial air carrier, Delta or any affiliate of Delta; and

     (b) is any one of:

     (1) a commercial banking institution organized under the laws of the United States or any state thereof or the District of Columbia;

     (2) a commercial banking institution that (x) is organized under the laws of France, Germany, The Netherlands, Switzerland or the United Kingdom, (y) is entitled on the date it acquires any Participation to a complete exemption from United States federal income taxes for all income derived by it from the transactions contemplated by the Operative Agreements under an income tax treaty, as in effect on such date, between the United States and such jurisdiction of its organization and (z) is engaged in the active conduct of a banking business in such jurisdiction of its organization, holds its Participation in connection with such banking business in such jurisdiction and is regulated as a commercial banking institution by the appropriate regulatory authorities in such jurisdiction; or

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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     (3) a commercial banking institution that (x) is organized under the laws of Canada, France, Germany, Ireland, Japan, Luxembourg, The Netherlands, Sweden, Switzerland or the United Kingdom and (y) is entitled on the date it acquires any Participation to a complete exemption from withholding of United States federal income taxes for all income derived by it from the transactions contemplated by the Operative Agreements under laws as in effect on such date by reason of such income being effectively connected with the conduct of a trade or business within the United States.

     “Prospectus Supplement” means the Prospectus Supplement dated February 7, 2011, relating to the Class B Certificates, as such Prospectus Supplement may be amended or supplemented.

     “Provider Advance” means a Downgrade Advance or a Non-Extension Advance.

     “Rate Determination Notice” has the meaning specified in Section 3.07(g).

     “Reference Banks” means the principal London offices of: Barclays Bank plc; Citibank, N.A. and Natixis; and such other or additional banking institutions as may be designated from time to time by mutual agreement of Delta and the Liquidity Provider.

     “Regulatory Change” means (x) the enactment, adoption or promulgation, after the date of this Agreement, of any law or regulation by a United States federal or state government or by any government having jurisdiction over the Liquidity Provider, or any change, after the date of this Agreement, in any such law or regulation, or in the interpretation thereof by any governmental authority, central bank or comparable agency of the United States or any government having jurisdiction over the Liquidity Provider charged with responsibility for the administration or application thereof, that shall impose, modify or deem applicable, or (y) the compliance by the Liquidity Provider (or its head office) with any applicable direction or requirement (whether or not having the force of law) of any central bank or competent governmental or other authority, after the date of this Agreement, with respect to: (a) any reserve, special deposit or similar requirement against extensions of credit or other assets of, or deposits with or other liabilities of, the Liquidity Provider including, or by reason of, the Advances, or (b) any capital adequacy requirement requiring the maintenance by the Liquidity Provider of additional capital in respect of any Advances or the Liquidity Provider’s obligation to make any such Advances, or (c) any requirement to maintain liquidity or liquid assets in respect of the Liquidity Provider’s obligation to make any such Advances, or (d) any Taxes (other than Excluded Taxes) with respect to the amounts payable or paid to the Liquidity Provider or any change in the basis of taxation of any amounts payable to the Liquidity Provider (other than in respect of Excluded Taxes).

     “Replenishment Amount” has the meaning specified in Section 2.06(b).

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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     “Required Amount” means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class B Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be payable on the Class B Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class B Certificates on such day and without regard to expected future distributions of principal on the Class B Certificates.

     “Special Termination Advance” means an Advance made pursuant to Section 2.02(d), other than any portion of such Advance that becomes an Applied Special Termination Advance.

     “Special Termination Notice” means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

     “Termination Date” means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class B Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Class B Trust Agreement) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.05(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice or a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) or 6.01(b), as applicable; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder.

     “Termination Notice” means the Notice of Termination substantially in the form of Annex VI to this Agreement.

     “Unapplied Provider Advance” means any Provider Advance other than an Applied Provider Advance.

     “Unpaid Advance” has the meaning specified in Section 2.05.

     For the purposes of this Agreement, the following terms shall have the respective meanings specified in the Intercreditor Agreement:

Revolving Credit Agreement (Class B)
(2010-2B EETC)

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     “Acceleration”, “Certificate”, “Class A Certificates”, “Class A Liquidity Facility”, “Class A Liquidity Provider”, “Class A Trustee”, “Class B Cash Collateral Account”, “Class B Certificates”, “Class B Certificateholders”, “Class B Issuance Date”, “Class B Trust”, “Class B Trust Agreement”, “Class B Trustee”, “Class B Underwriters”, “Class B Underwriting Agreement”, “Collection Account”, “Corporate Trust Office”, “Delta”, “Delta Bankruptcy Event”, “Distribution Date”, “Dollars”, “Downgraded Facility”, “Equipment Notes”, “Fee Letter”, “Final Legal Distribution Date”, “Indenture”, “Interest Payment Date”, “Investment Earnings”, “Liquidity Facility”, “Loan Trustee”, “Long-Term Rating”, “Non-Extended Facility”, “Note Purchase Agreement”, “Operative Agreements”, “Participation Agreements”, “Performing Equipment Note”, “Person”, “Pool Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement Liquidity Facility”, “Responsible Officer”, “Series B Equipment Notes”, “Scheduled Payment”, “Short-Term Rating”, “Special Payment”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”, “Trust Agreement”, “Trustee” and “United States”.

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENT

     Section 2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment.

     Section 2.02 Making of Advances. (a) Each Interest Advance shall be made by the Liquidity Provider upon delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the Borrower, such Interest Advance to be in an amount not exceeding the Maximum Available Commitment at such time and used solely for the payment when due of interest with respect to the Class B Certificates at the Stated Interest Rate therefor in accordance with Section 3.05(a) and 3.05(b) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by an amount equal to the amount of such Interest Advance so repaid, but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing or (y) a Final Advance, a Downgrade Advance, a Non-Extension Advance or a Special Termination Advance shall have occurred.

Revolving Credit Agreement (Class B)
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          (b) (i) A Non-Extension Advance shall be made by the Liquidity Provider if this Agreement is not extended in accordance with Section 3.05(d) of the Intercreditor Agreement unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.05(d), upon delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class B Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement.

          (ii) A Downgrade Advance shall be made by the Liquidity Provider upon the occurrence of a Downgrade Event (as provided for in Section 3.05(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.05(c), upon delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class B Cash Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement.

          (c) A Final Advance shall be made by the Liquidity Provider following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) upon delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class B Cash Collateral Account (in accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement).

          (d) A Special Termination Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(b), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex V, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class B Cash Collateral Account (in accordance with Section 3.05(f) and Section 3.05(k) of the Intercreditor Agreement).

          (e) Each Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:30 p.m. (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in Dollars

Revolving Credit Agreement (Class B)
(2010-2B EETC)

11

and immediately available funds, before 4:00 p.m. (New York City time) on such Business Day or before 12:30 p.m. (New York City time) on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:30 p.m. (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 1:00 p.m. (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Liquidity Provider at the address and in the manner specified in Section 7.02 hereof.

          (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Borrower’s payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person (including the Class B Trustee or any Class B Certificateholder). If the Liquidity Provider makes an Advance requested pursuant to a Notice of Borrowing before 12:00 noon (New York City time) on the second Business Day after the date of payment specified in Section 2.02(e), the Liquidity Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to fund the Class B Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class B Cash Collateral Account, such Advance or any other amounts from time to time on deposit in the Class B Cash Collateral Account; provided that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.05(e) or 3.05(f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested.

     Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the Fee Letter.

     Section 2.04 Reduction or Termination of the Maximum Commitment. (a) Automatic Reduction. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates, the Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum

Revolving Credit Agreement (Class B)
(2010-2B EETC)

12

Commitment to the Liquidity Provider and Delta within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect any such automatic reduction of the Maximum Commitment.

          (b) Termination. Upon the making of any Provider Advance, Special Termination Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder.

     Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider (a) on each date on which the Liquidity Provider shall make an Interest Advance, the Special Termination Advance or the Final Advance, an amount equal to the amount of such Advance (any such Advance, until repaid, is referred to herein as an “Unpaid Advance”), plus (b) interest on the amount of each such Unpaid Advance in the amounts and on the dates determined as provided in Section 3.07; provided that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)); provided, further, that amounts in respect of a Special Termination Advance withdrawn from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in accordance with Section 3.05(f) of the Intercreditor Agreement (the portion of the outstanding Special Termination Advance equal to the amount of any such withdrawal, but not in excess of the outstanding Special Termination Advance, being an “Applied Special Termination Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; provided, further, that if, following the making of a Special Termination Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such Special Termination Advance (including any portion thereof that is an Applied Special Termination Advance) shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; and, provided, further, that if, after making a Provider Advance, the Liquidity Provider delivers a Special Termination Notice to the Borrower pursuant to Section 6.01(b), any Unapplied Provider Advance shall be converted to and treated as a Special Termination Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment

Revolving Credit Agreement (Class B)
(2010-2B EETC)

13

thereof under the Intercreditor Agreement. The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance, Special Termination Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. For the avoidance of doubt, interest payable on an Interest Advance, Special Termination Advance or the Final Advance shall not be regarded as overdue unless such interest is not paid when due under Section 3.07.

     Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the Class B Cash Collateral Account and invested and withdrawn from the Class B Cash Collateral Account as set forth in Sections 3.05(c), 3.05(d), 3.05(e) and 3.05(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance, in the amounts determined as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in accordance with Section 3.05(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y), in the case of a Downgrade Advance, an “Applied Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance” and together with an Applied Downgrade Advance, an “Applied Provider Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; provided, further, however, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09, immediately upon the withdrawal of any amounts from the Class B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount so repaid as provided in Section 3.07.

          (b) At any time when an Applied Provider Advance or Applied Special Termination Advance (or any portion thereof) is outstanding, upon the deposit in the Class B Cash Collateral Account of any amount pursuant to clause “fourth” of Section 3.02 of the Intercreditor Agreement (any such amount being a “Replenishment Amount”) for the purpose of replenishing or increasing the balance thereof up to the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances and Applied Special Termination Advances (and of Provider Advances and Special Termination Advances treated as Interest Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount, and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

14

          (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.05(e) of the Intercreditor Agreement, as provided in Section 3.05(f) of the Intercreditor Agreement, amounts remaining on deposit in the Class B Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder.

     Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.05(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof (but, for the avoidance of doubt, without duplication of or increase in any amounts payable hereunder). Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider in the order of priority required by the applicable provisions of Articles II and III of the Intercreditor Agreement and shall discharge in full the corresponding obligations of the Borrower hereunder.

     Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; provided, however, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances.

     Section 2.09 Payments from Available Funds Only. All payments to be made by the Borrower under this Agreement shall be made only from the amounts that constitute Scheduled Payments, Special Payments and other payments under the Operative Agreements, including payment under Section 4.02 of the Participation Agreements and payments under Section 2.14 of the Indentures, and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the Class B Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.05(f) of the Intercreditor Agreement.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

15

     Section 2.10 Extension of the Expiry Date; Non-Extension Advance. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class B Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for the Class B Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider’s receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date (such period, the “Consent Period”), whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after the date on which the Consent Period ends (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b)(i) and Section 3.05(d) of the Intercreditor Agreement.

ARTICLE III

OBLIGATIONS OF THE BORROWER

     Section 3.01 Increased Costs. Without duplication of any rights created by Section 3.03, if as a result of any Regulatory Change there shall be any increase by an amount reasonably deemed by the Liquidity Provider to be material in the actual cost to the Liquidity Provider of making, funding or maintaining any Advances or its obligation to make any such Advances or there shall be any reduction by an amount reasonably deemed by the Liquidity Provider to be material in the amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower shall from time to time pay to the Liquidity Provider an amount equal to such Increased Cost within 10 Business Days after delivery to the Borrower and Delta of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity

Revolving Credit Agreement (Class B)
(2010-2B EETC)

16

Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other action would avoid the need for, or reduce the amount of, any such claim; provided that the foregoing shall not obligate the Liquidity Provider to take any action that would, in its reasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement.

     Notwithstanding the foregoing provisions, in no event shall the Borrower be required to make payments under this Section 3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009, shall not be considered to have been proposed or pending as of the date of this Agreement); (b) if a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similarly situated transactions related to the airline industry.

     Section 3.02 Intentionally omitted.

     Section 3.03 Withholding Taxes. (a) All payments made by the Borrower under this Agreement shall be made without deduction or withholding for or on account of any Taxes, unless such deduction or withholding is required by law. If any Taxes are so required to be withheld or deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to Sections 2.07 and 2.09, the Borrower shall pay to the relevant authorities the full

Revolving Credit Agreement (Class B)
(2010-2B EETC)

17

amount so required to be deducted or withheld and, without duplication of any rights created by Section 3.01, if such Taxes are Covered Taxes, pay to the Liquidity Provider such additional amounts as shall be necessary to ensure that the net amount actually received by the Liquidity Provider (after deduction or withholding of all Covered Taxes) shall be equal to the full amount that would have been received by the Liquidity Provider had no withholding or deduction of Covered Taxes been required. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. If the Liquidity Provider receives a refund of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which additional amounts were paid by the Borrower pursuant to this Section 3.03, the Liquidity Provider shall pay to the Borrower (for deposit into the Collection Account) the amount of such refund (and any interest thereon) or net benefit.

     The Liquidity Provider will (i) provide (on its behalf and on behalf of any participant holding a Participation pursuant to Section 7.08) to the Borrower (x) on or prior to the Effective Date two valid completed and executed copies of Internal Revenue Service Form W-8BEN or W-8ECI (whichever is applicable), including thereon a valid U.S. taxpayer identification number (or, with respect to any such participant, such other form or documentation as may be applicable) covering all amounts receivable by it in connection with the transactions contemplated by the Operative Agreements and (y) thereafter from time to time such additional forms or documentation as may be necessary to establish an available exemption from withholding of United States Tax on payments hereunder so that such forms or documentation are effective for all periods during which it is the Liquidity Provider and (ii) provide timely notice to the Borrower if any such form or documentation is or becomes inaccurate. The Liquidity Provider shall deliver to the Borrower such other forms or documents as may be reasonably requested by the Borrower or required by applicable law to establish that payments hereunder are exempt from or entitled to a reduced rate of Covered Taxes.

          (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

18

     If any exemption from, or reduction in the rate of, any Taxes required to be borne by the Liquidity Provider under this Section 3.03(b) is reasonably available to the Borrower without providing any information regarding the holders or beneficial owners of the Certificates, the Borrower shall deliver the Liquidity Provider such form or forms and such other evidence of the eligibility of the Borrower for such exemption or reductions (but without any requirement to provide any information regarding the holders or beneficial owners of the Certificates) as the Liquidity Provider may reasonably identify to the Borrower as being required as a condition to exemption from, or reduction in the rate of, such Taxes.

     Section 3.04 Payments. Subject to Sections 2.07 and 2.09, the Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 p.m. (New York City time) on the day when due. The Borrower shall make all such payments in Dollars, to the Liquidity Provider in immediately available funds, by wire transfer to the account of Natixis S.A., acting via its New York Branch, at [          ]; or to such other U.S. bank account as the Liquidity Provider may from time to time direct the Subordination Agent.

     Section 3.05 Computations. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

     Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next Interest Payment Date for such Advance.

     Section 3.07 Interest. (a) Subject to Sections 2.07 and 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance or Applied Special Termination Advance, from and including the date on which the amount thereof was withdrawn from the Class B Cash Collateral Account to pay interest on the Class B Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance or Applied Special Termination Advance, the date on which the Class B Cash Collateral Account is fully replenished in respect of such Advance) and (ii), to the extent permitted by law, any other amount due hereunder (whether fees, commissions, expenses or other amounts or installments of interest on Advances or any such other amount) that is not paid when due (whether at stated maturity, by acceleration or otherwise) from and

Revolving Credit Agreement (Class B)
(2010-2B EETC)

19

including the due date thereof to but excluding the date such amount is paid in full, in each such case, at the interest rate per annum for each day that such amount remains overdue and unpaid equal to the Applicable Liquidity Rate for such Advance or such other amount, as the case may be, as in effect for such day, but in no event in any case referred to in clause (i) or (ii) above at a rate per annum greater than the maximum rate permitted by applicable law; provided, however, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then to the maximum extent permitted by applicable law any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the absolute amount of interest that would have accrued (without additional interest thereon) if such otherwise applicable interest rate as set forth in this Section 3.07 had at all relevant times been in effect.

          (b) Except as provided in Section 3.07(e), each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section 3.07. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider’s receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that a Provider Advance shall always be a LIBOR Advance unless the Borrower elects otherwise.

          (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid.

          (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid).

          (e) Each outstanding Unapplied Non-Extension Advance shall bear interest in an amount equal to the Investment Earnings plus the Applicable Margin on amounts on deposit in the Class B Cash Collateral Account for such Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension Advance, from time to time, payable in arrears on each Regular Distribution Date.

          (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or installments of interest on Advances but excluding Advances) shall bear interest, to the extent permitted by applicable law, at a rate per annum equal to the Base Rate plus 2.0% per annum until paid.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

20

          (g) If at any time, the Liquidity Provider shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances affecting the relevant interbank lending market generally, the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Liquidity Provider (as conclusively certified by the Liquidity Provider, absent manifest error) of making or maintaining Advances, the Liquidity Provider shall give facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the Borrower. If such notice is given, then the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances effective from the date of the Rate Determination Notice; provided that the Applicable Liquidity Rate in respect of such Base Rate Advances shall be increased by one per cent (1.00%). The Liquidity Provider shall withdraw a Rate Determination Notice given hereunder when the Liquidity Provider determines that the circumstances giving rise to such Rate Determination Notice no longer apply to the Liquidity Provider, and the Base Rate Advances shall be converted to LIBOR Advances effective as the first day of the next succeeding Interest Period after the date of such withdrawal. Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the “Applicable Liquidity Rate”.

     Section 3.08 Replacement of Borrower. Subject to Section 5.02, from time to time and subject to the successor Borrower’s meeting the eligibility requirements set forth in Section 6.09 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VIII (a “Notice of Replacement Subordination Agent”) delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall become the Borrower for all purposes hereunder.

     Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of the Applicable Margin or anticipated profits) incurred as a result of:

     (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or

     (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02.

     Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if any change in any law, rule or regulation applicable to or binding on the Liquidity Provider, or any change in the interpretation or administration thereof by any governmental authority, central

Revolving Credit Agreement (Class B)
(2010-2B EETC)

21

bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider to maintain or fund its LIBOR Advances, then upon notice to the Borrower and Delta by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the reasonable judgment of the Liquidity Provider, requires immediate conversion; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. The Liquidity Provider will notify the Borrower and Delta as promptly as practicable of any event that will or to its knowledge is reasonably likely to lead to the conversion of LIBOR Advances to Base Rate Advances under this Section 3.10; provided that a failure by the Liquidity Provider to notify the Borrower or Delta of an event that is reasonably likely to lead to such a conversion prior to the time that it is determined that such event will lead to such a conversion shall not prejudice the rights of the Liquidity Provider under this Section 3.10. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for avoiding the need for such conversion, including, without limitation, designating a different Lending Office, if such designation or other action would avoid the need to convert such LIBOR Advances to Base Rate Advances; provided that the foregoing shall not obligate the Liquidity Provider to take any action that would, in its reasonable judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for conversion of the LIBOR Advances to Base Rate Advances, Delta may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement.

ARTICLE IV

CONDITIONS PRECEDENT

     Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):

          (a) The Liquidity Provider shall have received on or before the Class B Issuance Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:

          (i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Delta;

Revolving Credit Agreement (Class B)
(2010-2B EETC)

22

          (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);

          (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Class B Issuance Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);

          (iv) A copy of the Prospectus Supplement and specimen copies of the Class B Certificates;

          (v) An executed copy of each opinion (other than the negative assurance letters of the Vice President — Deputy General Counsel of Delta and of Kilpatrick Stockton LLP, special counsel to Delta and the opinion and the negative assurance letter of Shearman & Sterling LLP, special counsel to the Class B Underwriters) delivered on the Class B Issuance Date pursuant to the Class B Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);

          (vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Class B Issuance Date pursuant to the Class B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); and

          (vii) An agreement from Delta, pursuant to which (x) Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of Delta;

provided that to the extent that any of the foregoing documents, agreements, instruments, certificates or opinions was previously delivered to Natixis in its capacity as Class A Liquidity Provider pursuant to Section 4.01(a) of the Class A Liquidity Facility, no such document, agreement, instrument, certificate or opinion shall be required to be delivered to the Liquidity Provider pursuant to this Section 4.01(a).

Revolving Credit Agreement (Class B)
(2010-2B EETC)

23

          (b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.

          (c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.

          (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Class B Underwriting Agreement shall have been waived by the Class B Underwriters).

          (e) The Borrower and Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.

     Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the time of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement.

ARTICLE V

COVENANTS

     Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

          (a) Performance of Agreements. Subject to Sections 2.07 and 2.09, punctually pay or cause to be paid all amounts payable by it under this Agreement and the Intercreditor Agreement and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the Intercreditor Agreement;

Revolving Credit Agreement (Class B)
(2010-2B EETC)

24

          (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions; and

          (c) Certain Operative Agreements. Furnish to the Liquidity Provider, with reasonable promptness, copies of such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider.

     Section 5.02 Negative Covenants of the Borrower. Subject to the first and fourth paragraphs of Section 7.01(a) of the Intercreditor Agreement and Section 7.01(b) of the Intercreditor Agreement, so long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.

ARTICLE VI

LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION

     Section 6.01 Liquidity Events of Default. (a) If any Liquidity Event of Default has occurred and is continuing and there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire at the close of business on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(c) hereof and Section 3.05(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon and (iv) subject to Sections 2.07 and 2.09, all Advances, any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider.

          (b) If the aggregate Pool Balance of the Class B Certificates is greater than the aggregate outstanding principal amount of the Series B Equipment Notes (other than any Series B Equipment Notes previously sold by the Borrower or with respect to which the Aircraft related to such Series B Equipment Notes has been disposed of by the Loan Trustee) at any time during the 18-month period ending on November 23, 2015, the Liquidity Provider may, in its discretion, deliver to the Borrower a Special Termination Notice, the effect of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to terminate on the fifth

Revolving Credit Agreement (Class B)
(2010-2B EETC)

25

Business Day after the date on which such Special Termination Notice is received by the Borrower and Delta, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Special Termination Advance in accordance with Section 2.02(d) hereof and Section 3.05(k) of the Intercreditor Agreement, and (iii) subject to Sections 2.07 and 2.09, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), to be automatically treated as Special Termination Drawings (as defined in the Intercreditor Agreement).

ARTICLE VII

MISCELLANEOUS

     Section 7.01 No Oral Modifications or Continuing Waivers. No terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Borrower and the Liquidity Provider and any other Person whose consent is required pursuant to this Agreement; provided that no such change or other action shall affect the payment obligations of Delta or the rights of Delta without Delta’s prior written consent; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

     Section 7.02 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents required or permitted under the terms and provisions of this Agreement shall be in English and in writing, and given by United States registered or certified mail, courier service or facsimile, and any such notice shall be effective when delivered (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) addressed as follows:

If to the Borrower, to:

U.S. BANK TRUST NATIONAL ASSOCIATION
One Federal Street, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Administration
Ref: Delta 2010-2B EETC
Telephone: (617) 603-6553
Telecopy: (617) 603-6683

Revolving Credit Agreement (Class B)
(2010-2B EETC)

26

If to the Liquidity Provider, to:

NATIXIS S.A., acting via its New York Branch

Attention: Lily Cheung
9 West 57^th Street, 34^th Floor
New York, New York 10019
Telephone: (212) 891-1948
Telecopy: (212) 891-1900
Lily.Cheung@us.natixis.com

and

NATIXIS S.A., acting via its New York Branch
Attention: Martha Sealy
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 872-5031
Telecopy: (347) 402-3031
Martha.Sealy@us.natixis.com
cc: Delta2010_2_Report@us.natixis.com.

     Any party, by notice to the other party hereto, may designate additional or different addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in this Section 7.02.

     Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     Section 7.04 Further Assurances. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements.

     Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 4.02 of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless each Liquidity Indemnitee from and against all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.03, 3.09 or 7.07 or in the Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such Fee Letter)), that may be imposed on or incurred by such Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with, any action, suit or proceeding

Revolving Credit Agreement (Class B)
(2010-2B EETC)

27

by any third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Intercreditor Agreement or any Participation Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense, (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to which it is a party or (iv) otherwise excluded from the indemnification provisions contained in Section 4.02 of the Participation Agreements. The provisions of Sections 3.01, 3.03, 3.09, 7.05 and 7.07 and the indemnities contained in Section 4.02 of the Participation Agreements shall survive the termination of this Agreement.

     Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider nor any of its officers, employees or directors shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower that were the result of (A) the Liquidity Provider’s willful misconduct or gross negligence in determining whether documents presented hereunder comply with the terms hereof or (B) any breach by the Liquidity Provider of any of the terms of this Agreement or the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the terms and conditions hereof.

          (b) Neither the Liquidity Provider nor any of its officers, employees or directors or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider’s potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing.

     Section 7.07 Certain Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Pillsbury Winthrop Shaw Pittman LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof and (b) if a Liquidity Event of Default occurs, all

Revolving Credit Agreement (Class B)
(2010-2B EETC)

28

out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

     Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and permitted assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign, pledge or otherwise transfer its rights or obligations hereunder or any interest herein, subject to the Liquidity Provider’s right to grant Participations pursuant to Section 7.08(b).

          (b) The Liquidity Provider agrees that it will not grant any participation (including, without limitation, a “risk participation”) (any such participation, a “Participation”) in or to all or a portion of its rights and obligations hereunder or under the other Operative Agreements, unless all of the following conditions are satisfied: (i) such Participation is to a Permitted Transferee, (ii) such Participation is made in accordance with all applicable laws, including, without limitation, the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as amended, and any other applicable laws relating to the transfer of similar interests and (iii) such Participation shall not be made under circumstances that require registration under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended. Notwithstanding any such Participation, the Liquidity Provider agrees that (1) the Liquidity Provider’s obligations under the Operative Agreements shall remain unchanged, and such participant shall have no rights or benefits as against Delta or the Borrower or under any Operative Agreement, (2) the Liquidity Provider shall remain solely responsible to the other parties to the Operative Agreements for the performance of such obligations, (3) the Liquidity Provider shall remain the maker of any Advances, and the other parties to the Operative Agreements shall continue to deal solely and directly with the Liquidity Provider in connection with the Advances and the Liquidity Provider’s rights and obligations under the Operative Agreements, (4) the Liquidity Provider shall be solely responsible for any withholding Taxes or any filing or reporting requirements relating to such Participation and shall hold the Borrower and Delta and their respective successors, permitted assigns, affiliates, agents and servants harmless against the same and (5) neither Delta nor the Borrower shall be required to pay to the Liquidity Provider any amount under Section 3.01 or Section 3.03 greater than it would have been required to pay had there not been any grant of a Participation by the Liquidity Provider. The Liquidity Provider may, in connection with any Participation or proposed Participation pursuant to this Section 7.08(b), disclose to the participant or proposed participant any information relating to the Operative Agreements or to the parties thereto furnished to the Liquidity Provider thereunder or in connection therewith and permitted to be disclosed by the

Revolving Credit Agreement (Class B)
(2010-2B EETC)

29

Liquidity Provider; provided, however, that prior to any such disclosure, the participant or proposed participant shall agree in writing for the express benefit of the Borrower and Delta to preserve the confidentiality of any confidential information included therein (subject to customary exceptions).

          (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder.

     Section 7.09 Severability. To the extent permitted by applicable law, 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 7.10 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

     Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. (a) Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive 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 this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns and (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

Revolving Credit Agreement (Class B)
(2010-2B EETC)

30

AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

          (c) To the extent that the Liquidity Provider or any of its properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon this Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment of any court or tribunal or execution of a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Liquidity Provider hereby irrevocably and expressly waives any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere.

     Section 7.12 Counterparts. This Agreement may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart). Each counterpart of this Agreement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument.

     Section 7.13 Entirety. This Agreement and the Intercreditor Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements of such parties.

     Section 7.14 Headings. The headings of the various Articles and Sections herein and in the Table of Contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     Section 7.15 Liquidity Provider’s Obligation to Make Advances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE ABSOLUTE, UNCONDITIONAL AND

Revolving Credit Agreement (Class B)
(2010-2B EETC)

31

IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

     Section 7.16 Head Office Obligations. The Liquidity Provider is Natixis S.A., a French bank, acting through its New York Branch. The Liquidity Provider hereby agrees that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, the obligations of the Liquidity Provider hereunder are also the obligations of the head office of Natixis in Paris, France (the “Head Office”). Accordingly, any beneficiary of this Agreement will be able to proceed directly against the Head Office, if the Liquidity Provider defaults in its obligations to such beneficiary under this Agreement.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

32

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above.

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class B Trust, as Borrower
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President
NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH, as Liquidity Provider
By:	/s/ Jerome Le Jamtel
	Name:	Jerome Le Jamtel
	Title:	Managing Director
By:	/s/ Lily Cheung
	Name:	Lily Cheung
	Title:	Director Natixis

Signature Page

Revolving Credit Agreement (Class B)
(2010-2B EETC)

ANNEX I to
REVOLVING CREDIT AGREEMENT

FORM OF INTEREST ADVANCE NOTICE OF BORROWING

INTEREST ADVANCE NOTICE OF BORROWING

     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:

     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.

     (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used for the payment of the interest on the Class B Certificates which is payable on __________, ____ (the “Distribution Date”) in accordance with the terms and provisions of the Class B Trust Agreement and the Class B Certificates, which Advance is requested to be made on __________, ___. The Interest Advance should be remitted to [insert wire and account details].

     (3) The amount of the Interest Advance requested hereby (i) is $___________, to be applied in respect of the payment of the interest which is due and payable on the Class B Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on the Class A Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof and (v) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.

     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.05(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Notice of Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance.

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of __________, ___.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as Borrower
By:
	Name:
	Title:

Revolving Credit Agreement (Class B)
(2010-2B EETC)

I-2

SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

[Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing]

Revolving Credit Agreement (Class B)
(2010-2B EETC)

I-3

ANNEX II to
REVOLVING CREDIT AGREEMENT

FORM OF NON-EXTENSION ADVANCE NOTICE OF BORROWING

NON-EXTENSION ADVANCE NOTICE OF BORROWING

     The undersigned, a duly authorized signatory of the undersigned subordination agent (the “Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:

     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.

     (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the Class B Cash Collateral Account in accordance with Section 3.05(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ___. The Non-Extension Advance should be remitted to [insert wire and account details].

     (3) The amount of the Non-Extension Advance requested hereby (i) is $____________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Liquidity Agreement, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.

     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of ____________, ___.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as Borrower
By:
	Name:
	Title:

Revolving Credit Agreement (Class B)
(2010-2B EETC)

II-2

SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

[Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing]

Revolving Credit Agreement (Class B)
(2010-2B EETC)

II-3

ANNEX III to
REVOLVING CREDIT AGREEMENT

FORM OF DOWNGRADE ADVANCE NOTICE OF BORROWING

DOWNGRADE ADVANCE NOTICE OF BORROWING

     The undersigned, a duly authorized signatory of the undersigned subordination agent (the “Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:

     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.

     (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the Class B Cash Collateral Account in accordance with Section 3.05(c) of the Intercreditor Agreement by reason of the downgrading of the Short-Term Rating, or, if the Liquidity Provider does not have a Short-Term Rating from the applicable Rating Agency, the Long-Term Rating, of the Liquidity Provider issued by such Rating Agency below the applicable Threshold Rating, which Advance is requested to be made on __________, ___. The Downgrade Advance should be remitted to [insert wire and account details].

     (3) The amount of the Downgrade Advance requested hereby (i) is $____________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.

     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no

Revolving Credit Agreement (Class B)
(2010-2B EETC)

portion of such amount until so applied shall be commingled with other funds held by the Borrower.

     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of ____________, ___.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as Borrower
By:
	Name:
	Title:

Revolving Credit Agreement (Class B)
(2010-2B EETC)

III-2

SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

[Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing]

Revolving Credit Agreement (Class B)
(2010-2B EETC)

III-3

ANNEX IV to
REVOLVING CREDIT AGREEMENT

FORM OF FINAL ADVANCE NOTICE OF BORROWING

FINAL ADVANCE NOTICE OF BORROWING

     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:

     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.

     (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the Class B Cash Collateral Account in accordance with Section 3.05(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on __________, ___. The Final Advance should be remitted to [insert wire and account details].

     (3) The amount of the Final Advance requested hereby (i) is $____________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.

     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the

Revolving Credit Agreement (Class B)
(2010-2B EETC)

Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower.

     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and (B) following the making by the Liquidity Provider of the Final Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of ___________, __.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as Borrower
By:
	Name:
	Title:

[* Bracketed language may be included at Borrower’s option.]

Revolving Credit Agreement (Class B)
(2010-2B EETC)

IV-2

SCHEDULE 1 TO FINAL ADVANCE NOTICE OF BORROWING

[Insert Copy of Computations in accordance with Final Advance Notice of Borrowing]

Revolving Credit Agreement (Class B)
(2010-2B EETC)

IV-3

ANNEX V to
REVOLVING CREDIT AGREEMENT

FORM OF SPECIAL TERMINATION
ADVANCE NOTICE OF BORROWING

SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING

     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2010-2B), dated as of February 14, 2011, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:

     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.

     (2) The Borrower is delivering this Notice of Borrowing for the making of the Special Termination Advance by the Liquidity Provider to be used for the funding of the Class B Cash Collateral Account in accordance with Section 3.05(k) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Special Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ______________.

     (3) The amount of the Special Termination Advance requested hereby (i) is $_____________, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Section 3.05(k) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.

     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.05(f) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower

Revolving Credit Agreement (Class B)
(2010-2B EETC)

for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower.

     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Special Termination Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Primary Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Special Termination Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of ___________, __.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as Borrower
By:
	Name:
	Title:

Revolving Credit Agreement (Class B)
(2010-2B EETC)

V-2

SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING

[Insert Copy of Computations in accordance with Special Termination Advance Notice of Borrowing]

Revolving Credit Agreement (Class B)
(2010-2B EETC)

V-3

ANNEX VI to
REVOLVING CREDIT AGREEMENT

FORM OF NOTICE OF TERMINATION

NOTICE OF TERMINATION

[Date]

U.S. Bank Trust National Association,
     as Subordination Agent,
     as Borrower
225 Asylum Street
Goodwin Square
Hartford, Connecticut 06103
Attention: Corporate Trust Division

Re: Revolving Credit Agreement, dated as of February 14, 2011, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2010-2B, as Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”)

Ladies and Gentlemen:

     You are hereby notified that pursuant to Section 6.01(a) of the Liquidity Agreement, by reason of the occurrence and continuance of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined in the Liquidity Agreement), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement) under such Liquidity Agreement to terminate at the close of business on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 2.02(c) of the Liquidity Agreement and Section 3.05(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

     THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.

Very truly yours, NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH, as Liquidity Provider
By:
	Name:
	Title:
By:
	Name:
	Title:

cc:	U.S. Bank Trust National Association, as Class B Trustee
	Delta Air Lines, Inc.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

VI-2

ANNEX VII to
REVOLVING CREDIT AGREEMENT

FORM OF NOTICE OF SPECIAL TERMINATION

NOTICE OF SPECIAL TERMINATION

[Date]

U.S. Bank Trust National Association,
     as Subordination Agent,
     as Borrower
225 Asylum Street
Goodwin Square
Hartford, Connecticut 06103
Attention: Corporate Trust Division

Re: Revolving Credit Agreement, dated as of February 14, 2011, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2010-2B, as Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”)

Ladies and Gentlemen:

     You are hereby notified that pursuant to Section 6.01(b) of the Liquidity Agreement, by reason of the aggregate Pool Balance of the Class B Certificates exceeding the aggregate outstanding principal amount of the Series B Equipment Notes (other than any Series B Equipment Notes previously sold or with respect to which the Aircraft related to such Series B Equipment Notes has been disposed of) during the 18-month period prior to November 23, 2015, we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Special Termination Advance under the Liquidity Agreement pursuant to Section 2.02(d) of the Liquidity Agreement and Section 3.05(k) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

     THIS NOTICE IS THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.

Very truly yours, NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH, as Liquidity Provider
By:
	Name:
	Title:
By:
	Name:
	Title:

cc:	U.S. Bank Trust National Association, as Class B Trustee
	Delta Air Lines, Inc.

Revolving Credit Agreement (Class B)
(2010-2B EETC)

VII-2

ANNEX VIII to
REVOLVING CREDIT AGREEMENT

FORM OF NOTICE OF REPLACEMENT SUBORDINATION AGENT

NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]

Attention:

Re: Revolving Credit Agreement, dated as of February 14, 2011, between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the Delta Air Lines Pass Through Trust 2010-2B, as Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”)

Ladies and Gentlemen:

     For value received, the undersigned beneficiary hereby irrevocably transfers to:

[Name of Transferee]

[Address of Transferee]

all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 7.01 of the Intercreditor Agreement.

     By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges.

     This transfer shall be effective as of [specify time and date].

Revolving Credit Agreement (Class B)
(2010-2B EETC)

VIII-1

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, as Borrower
By:
	Name:
	Title:

Revolving Credit Agreement (Class B)
(2010-2B EETC)

VIII-2

EX-4.6

Exhibit 4.6

EXECUTION COPY

DEPOSIT AGREEMENT
(Class B)

Dated as of February 14, 2011

between

U.S. BANK NATIONAL ASSOCIATION

as Escrow Agent

and

THE BANK OF NEW YORK MELLON

as Depositary

Deposit Agreement (Class B)
(2010-2B EETC)

Table of Contents

	Page
SECTION 1. Acceptance of Depositary; Establishment of Accounts.		2
SECTION 2. Deposit Mechanics.		2
SECTION 3. Termination		5
SECTION 4. Payments		5
SECTION 5. Representation and Warranties		6
SECTION 6. Transfer		7
SECTION 7. Amendment, Etc		7
SECTION 8. Notices		7
SECTION 9. Obligations Unconditional		7
SECTION 10. Entire Agreement		8
SECTION 11. Governing Law		8
SECTION 12. Submission to Jurisdiction in New York		8
SECTION 13. Waiver of Jury Trial Right		8
SECTION 14. Counterparts		8
SECTION 15. Rights of Receiptholders		8

Deposit Agreement (Class B)
(2010-2B EETC)

i

	Page
SECTION 16. Limitation on Damages		9
Schedule I            Schedule of Deposits
Exhibit A            Form of Notice of Purchase Withdrawal
Exhibit B            Form of Notice of Final Withdrawal
Exhibit C            Form of Notice of Replacement Withdrawal
Exhibit D            Form of Notice of Event of Loss Withdrawal

Deposit Agreement (Class B)
(2010-2B EETC)

ii

DEPOSIT AGREEMENT
(Class B)

     This DEPOSIT AGREEMENT (Class B), dated as of February 14, 2011 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as depositary bank (the “Depositary”).

W I T N E S S E T H:

     WHEREAS, Delta Air Lines, Inc. (“Delta”) and U.S. Bank Trust National Association, not in its individual capacity except as otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”), have entered into a Trust Supplement, dated as of February 14, 2011 (the “Trust Supplement”), to the Pass Through Trust Agreement, dated as of November 16, 2000 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Pass Through Trust Agreement”), relating to Delta Air Lines Pass Through Trust 2010-2B pursuant to which the Delta Air Lines Pass Through Trust, Series 2010-2B Certificates referred to therein (the “Certificates”) are being issued (the date of such issuance, the “Issuance Date”);

     WHEREAS, Delta has entered into an Underwriting Agreement, dated February 7, 2011, with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., acting as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters” and, together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”), pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Underwriters;

     WHEREAS, Delta, the Pass Through Trustee and certain other persons concurrently herewith are entering into the Amended and Restated Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the “Equipment Notes”) issued in respect of aircraft owned by Delta utilizing a portion of the proceeds from the sale of the Certificates (the “Net Proceeds”);

     WHEREAS, the Escrow Agent, the Underwriters, the Pass Through Trustee and U.S. Bank Trust National Association, as paying agent for the Escrow Agent (in such capacity, together with its successors in such capacity, the “Paying Agent”), concurrently herewith are entering into the Escrow and Paying Agent Agreement (Class B), dated as of the date hereof (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Escrow and Paying Agent Agreement”); and

     WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the

Deposit Agreement (Class B)
(2010-2B EETC)

Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee.

     NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Acceptance of Depositary; Establishment of Accounts.

     Section 1.1. Acceptance of Depositary. The Depositary hereby agrees to act as depositary bank as provided herein and in connection therewith to accept all amounts to be delivered to or held by the Depositary pursuant to the terms of this Agreement. The Depositary further agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined below) during the term of this Agreement in accordance with the provisions of this Agreement. The Escrow Agent shall not have any right to withdraw, assign or otherwise transfer moneys held in the Accounts except as permitted by this Agreement.

     Section 1.2. Establishment of Accounts. The Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to establish the separate deposit accounts listed on Schedule I hereto and to establish such additional separate deposit accounts as may be required in connection with the deposits contemplated by Section 2.4 hereof (each, an “Account” and collectively, the “Accounts”), each in the name of the Escrow Agent and all on the terms and conditions set forth in this Agreement. The Depositary shall establish and maintain all Accounts at a branch of The Bank of New York Mellon located in the United States.

     SECTION 2. Deposit Mechanics.

     Section 2.1. Deposits. The Escrow Agent shall direct the Underwriters to deposit with the Depositary on the date of this Agreement (the “Deposit Date”) in Federal (same day) funds by wire transfer to: The Bank of New York Mellon, [                    ], and the Depositary shall accept from the Underwriters, on behalf of the Escrow Agent, the sum of US$58,797,000. Upon acceptance of such sum, the Depositary shall (i) establish each of the deposits specified in Schedule I hereto maturing in accordance with this Agreement (together with any deposit made pursuant to Section 2.4 hereof, individually, a “Deposit” and, collectively, the “Deposits”) and (ii) credit each Deposit to the related Account as set forth herein. No amount shall be deposited in any Account other than the related Deposit.

     Section 2.2. Interest. Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal (it being understood that the date of withdrawal in the case of any payment by the Depositary of the amount of the Final Withdrawal (as defined below) on the Outside Termination Date (as defined below) shall be deemed to be the date of such payment) at the rate of 6.75% per annum (computed on the basis of a 360-day year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent in arrears

Deposit Agreement (Class B)
(2010-2B EETC)

2

on each Interest Payment Date (as defined below), on the date of any Final Withdrawal, on the date of any Replacement Withdrawal (as defined below) or on the date of any Event of Loss Withdrawal (as defined below), as applicable, all in accordance with the terms of this Agreement. As used in this Agreement, the term “Interest Payment Date”, with respect to each Deposit that, as of any date of determination, has not been withdrawn pursuant to a Final Withdrawal, a Replacement Withdrawal, or an Event of Loss Withdrawal shall mean each of May 23 and November 23 commencing on May 23, 2011 and ending on the earlier of May 23 and November 23 immediately following the date on which such Deposit is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below); provided that interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (defined below) shall be paid on the next Interest Payment Date following the related Purchase Withdrawal, notwithstanding any intervening Final Withdrawal or Event of Loss Withdrawal with respect to any other Deposit and notwithstanding the fact that the relevant Account may have been closed before such Interest Payment Date, but, if any intervening Replacement Withdrawal occurs before such next Interest Payment Date, such accrued interest shall, instead, be paid on the date of such Replacement Withdrawal. All interest paid pursuant to this Agreement shall be non-compounding.

     Section 2.3. Withdrawals.

          (a) Purchase Withdrawal. On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing at least one Business Day’s prior notice of withdrawal to the Depositary in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw the entire balance of such Deposit (but not any accrued and unpaid interest thereon) (with respect to any Deposit, such withdrawal, the “Purchase Withdrawal”), except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the Depositary, which notice has been actually received by the Depositary prior to such actual withdrawal, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following the Purchase Withdrawal of any Deposit, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. As used in this Agreement, “Business Day” shall mean any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Atlanta, Georgia, Boston, Massachusetts or Wilmington, Delaware. The Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written notice to Delta, the Escrow Agent and the Pass Through Trustee, to require seven days’ notice for any withdrawal.

          (b) Final Withdrawal; Replacement Withdrawal; Event of Loss Withdrawal.

               (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such Deposits to but excluding the specified date of such

Deposit Agreement (Class B)
(2010-2B EETC)

3

withdrawal (such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before the Outside Termination Date (as defined below) and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on the Outside Termination Date. Following the Final Withdrawal of any Deposit, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. As used in this Agreement, the term “Outside Termination Date” shall mean October 31, 2011.

               (ii) The Escrow Agent may, by providing at least five Business Days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw (x) with respect to all Deposits then held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding the specified date of such Replacement Withdrawal (as defined below) and (y) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal (such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal.

               (iii) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit D hereto (a “Notice of Event of Loss Withdrawal”), withdraw (x) the entire balance of such Deposit together with (y) all accrued and unpaid interest on such Deposit to but excluding the specified date of such withdrawal (with respect to any Deposit, such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “Event of Loss Withdrawal”), on such date as shall be specified in such Notice of Event of Loss Withdrawal. Following such Event of Loss Withdrawal, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. The Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written notice to Delta, the Escrow Agent and the Pass Through Trustee, to require seven days’ notice for any withdrawal.

          (c) Compliance with Withdrawal Notices. If the Depositary receives a duly completed Notice of Purchase Withdrawal, Notice of Final Withdrawal, Notice of Replacement Withdrawal or Notice of Event of Loss Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Depositary be required, pursuant to any Withdrawal Notice or otherwise, to make payments hereunder on or in respect of any Deposit in excess of the amount of such Deposit together with accrued interest thereon as provided in this Agreement.

     Section 2.4. Other Accounts. On the date of withdrawal of any Deposit (other than the date of any Final Withdrawal, Replacement Withdrawal or Event of Loss Withdrawal), the

Deposit Agreement (Class B)
(2010-2B EETC)

4

Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall re-deposit with the Depositary any portion thereof not used to acquire Equipment Notes and the Depositary shall accept the same for deposit hereunder. Any sums so received for deposit shall be established as a new Deposit and credited to a new Account, all as more fully provided in Section 2.1 hereof, and thereafter the provisions of this Agreement shall apply thereto as fully and with the same force and effect as if such Deposit had been established on the Deposit Date except that such Deposit may not be withdrawn prior to the date seven days after the establishment thereof. The Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written notice to Delta, the Escrow Agent and the Pass Through Trustee, to require seven days’ notice for any withdrawal.

     SECTION 3. Termination. This Agreement shall terminate on the fifth Business Day after the later of the date on which (i) all of the Deposits shall have been withdrawn and paid as provided herein without any re-deposit and (ii) all accrued and unpaid interest on the Deposits shall have been paid as provided herein, but in no event prior to the date on which the Depositary shall have performed in full its obligations hereunder.

     SECTION 4. Payments. All payments made by the Depositary hereunder shall be paid in United States Dollars and immediately available funds by wire transfer (i) in the cases of (w) accrued and unpaid interest on the Deposits payable under Section 2.2 hereof, (x) any Final Withdrawal, (y) any Event of Loss Withdrawal or (z) accrued and unpaid interest on all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, which interest is payable pursuant to a Notice of Replacement Withdrawal, directly to the Paying Agent at [                    ], or to such other account as the Paying Agent may direct from time to time in writing to the Depositary and the Escrow Agent, (ii) in the case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal, directly to or as directed by the Pass Through Trustee as specified and in the manner provided in such Notice of Purchase Withdrawal, and (iii) the case of any withdrawal of one or more Deposits then held by the Depositary together with accrued and unpaid interest on such Deposits pursuant to a Notice of Replacement Withdrawal, as directed by the Pass Through Trustee as specified and in the manner provided in such Notice of Replacement Withdrawal. The Depositary hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against the Deposits howsoever arising. To the extent permitted by applicable law, all payments on or in respect of each Deposit shall be made free and clear of and without reduction for or on account of any and all taxes, levies or other impositions or charges (collectively, “Taxes”). However, if the Depositary shall be required by law (or if the Paying Agent shall have notified the Depositary that, pursuant to Section 2.04 of the Escrow and Paying Agent Agreement, the Paying Agent is required by law) to deduct or withhold any Taxes from or in respect of any sum payable hereunder, the Depositary shall (i) make, or cause to be made, such deductions or withholding and (ii) pay, or cause to be paid, the full amount deducted or withheld to the competent taxation authority in accordance with applicable law. If the date on which any payment due on any Deposit would otherwise fall on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and no additional interest shall accrue in respect of such extension.

Deposit Agreement (Class B)
(2010-2B EETC)

5

     SECTION 5. Representation and Warranties. The Depositary hereby represents and warrants to Delta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that:

     (a) it is a New York banking corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization;

     (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement;

     (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof;

     (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement;

     (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and

     (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the annual period ended September 30, 2010 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Deposit Agreement (Class B)
(2010-2B EETC)

6

     SECTION 6. Transfer. Neither party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (i) in the case of the Escrow Agent, to a successor escrow agent under, and in accordance with, the Escrow and Paying Agent Agreement, and (ii) in the case of the Depositary, to a bank (as defined in the Securities Act of 1933, as amended from time to time, for purposes of Section 3(a)(2) thereof) into which the Depositary shall merge or with which the Depositary shall be consolidated. Any purported assignment in violation of the immediately preceding sentence shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent) permitted assigns. The Depositary agrees to cause any bank into which the Depositary shall merge or with which the Depositary shall be consolidated to deliver to the Escrow Agent an agreement containing the express assumption by such successor bank as of the effective date of such merger or consolidation, as applicable, of the due and punctual performance and observance of each covenant and condition of this Agreement unless such assumption shall be effective as a matter of law even in the absence of such agreement.

     SECTION 7. Amendment, Etc. This Agreement may not be amended, waived or otherwise modified except by an instrument in writing signed by the party against whom the amendment, waiver or other modification is sought to be enforced and by the Pass Through Trustee.

     SECTION 8. Notices. Unless otherwise expressly provided herein, any notice or other communication under this Agreement shall be in English and in writing, and given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received. All notices shall be sent to (x) in the case of the Depositary, The Bank of New York Mellon, 101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Finance, Mary Miselis, Vice President, Reference: Delta Air Lines 2010-2B EETC (Telephone: (212) 815-4812; Telecopier: (212) 815-5704, or (y) in the case of the Escrow Agent, U.S. Bank National Association, One Federal Street, 3^rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services (Telephone: (617) 603-6553; Telecopier: (617) 603-6683), in each case, with a copy to the Pass Through Trustee, U.S. Bank Trust National Association, 300 Delaware Avenue, 9^th Floor, Mail Code EX-DE-WDAW, Wilmington, Delaware 19801, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services (Telephone: (302) 576-3703; Telecopier: (302) 576-3717) and to Delta, Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia, 30354, Attention: Treasurer, Dept. 856 (Telecopier: (404) 773-7345; with a copy to General Counsel at the same address, but Dept. 971 Telecopier: (404) 715-7882) (or at such other address as any such party may specify from time to time in a written notice to the parties hereto). On or prior to the execution of this Agreement, the Escrow Agent has delivered to the Depositary a certificate containing specimen signatures of the representatives of the Escrow Agent who are authorized to give notices and instructions with respect to this Agreement. The Depositary may conclusively rely on such certificate until the Depositary receives written notice from the Escrow Agent to the contrary.

     SECTION 9. Obligations Unconditional. The Depositary hereby acknowledges and agrees that its obligation to repay each Deposit together with interest thereon as provided herein

Deposit Agreement (Class B)
(2010-2B EETC)

7

is absolute, irrevocable and unconditional and constitutes a full recourse obligation of the Depositary enforceable against it to the full extent of all of its assets and properties.

     SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets forth all of the promises, covenants, agreements, conditions and understandings between the Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written.

     SECTION 11. Governing Law. This Agreement, and the rights and obligations of the Depositary and the Escrow Agent with respect to the Deposits, shall be governed by, and construed in accordance with, the law of the State of New York and subject to the provisions of Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

     SECTION 12. Submission to Jurisdiction in New York. Each of the parties hereto, to the extent it may do so under applicable law, hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive 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 this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, or their successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

     SECTION 13. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

     SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

     SECTION 15. Rights of Receiptholders. The Depositary acknowledges that, if the Depositary shall fail to pay when due hereunder any interest on the Deposits or to pay when due hereunder any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal, each Receiptholder (as defined below) shall have the right (individually and without the need for any other action of any person, including the Escrow Agent or any other Receiptholder) to claim directly against the Depositary, by making a demand to the Depositary or by bringing suit to enforce any rights the Escrow Agent may have under this Agreement, in respect of amounts that would have been distributed to such Receiptholder pursuant to the Escrow and Paying Agent Agreement, and that any such claim shall not be subject to defenses that the Depositary may have against the Escrow Agent. As used in this Agreement, the term

Deposit Agreement (Class B)
(2010-2B EETC)

8

“Receiptholder” shall have the meaning assigned to such term in the Escrow and Paying Agent Agreement.

     SECTION 16. Limitation on Damages. In no event shall the Depositary be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit, whether or not foreseeable) suffered by the Escrow Agent or any of the Receiptholders in connection with this Agreement or the transactions contemplated or any relationships established by this Agreement irrespective of whether the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action.

[Signature Pages Follow.]

Deposit Agreement (Class B)
(2010-2B EETC)

9

     IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement (Class B) to be duly executed as of the day and year first above written.

U.S. BANK NATIONAL ASSOCIATION,     as Escrow Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President
THE BANK OF NEW YORK MELLON,     as Depositary
By:	/s/ Beata Harvin
	Name:	Beata Harvin
	Title:	Vice President

Signature Page

Deposit Agreement (Class B)
(2010-2B EETC)

SCHEDULE I to
DEPOSIT AGREEMENT

SCHEDULE OF DEPOSITS

CLASS B

		Deposit
Aircraft Type	Reg. No.	Amount		Account No.	Account Name
Boeing 737-832	N3731T	$	3,819,000	[                    ]	[                    ]
Boeing 737-832	N3732J		3,818,000	[                    ]	[                    ]
Boeing 737-832	N3733Z		3,835,000	[                    ]	[                    ]
Boeing 737-832	N3734B		3,802,000	[                    ]	[                    ]
Boeing 737-832	N3735D		3,808,000	[                    ]	[                    ]
Boeing 737-832	N3736C		3,851,000	[                    ]	[                    ]
Boeing 757-251	N544US		2,575,000	[                    ]	[                    ]
Boeing 757-251	N545US		2,612,000	[                    ]	[                    ]
Boeing 757-251	N546US		2,580,000	[                    ]	[                    ]
Boeing 757-251	N547US		2,631,000	[                    ]	[                    ]
Boeing 757-251	N548US		2,635,000	[                    ]	[                    ]
Boeing 757-251	N549US		2,638,000	[                    ]	[                    ]
Boeing 757-232	N6716C		3,010,000	[                    ]	[                    ]
Boeing 767-332ER	N1608		5,718,000	[                    ]	[                    ]
Boeing 767-332ER	N1609		5,735,000	[                    ]	[                    ]
Boeing 767-332ER	N1610D		5,730,000	[                    ]	[                    ]

Deposit Agreement (Class B)
(2010-2B EETC)

EXHIBIT A to
DEPOSIT AGREEMENT

FORM OF NOTICE OF PURCHASE WITHDRAWAL

NOTICE OF PURCHASE WITHDRAWAL

The Bank of New York Mellon,
as Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2B EETC
Telephone: (212) 815-4812
Telecopier: (212) 815-5704

Ladies and Gentlemen:

          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).

          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[l], Account No. [l].

          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air Lines, Inc. at [ __ ]] [the Pass Through Trustee at [ __ ]]¹ on [__________], 2011, upon the telephonic request of a representative of the Pass Through Trustee.

U.S. BANK NATIONAL ASSOCIATION,     as Escrow Agent
By:
	Name:
	Title:

Dated: As of [__________ __, 2011]

¹ If there are any excess amounts that would need to be re-deposited pursuant to the applicable Funding Notice, the account to be specified here should be that of the Pass Through Trustee. If there are no such excess amounts, the account number to specified here should be that of Delta.

Deposit Agreement (Class B)
(2010-2B EETC)

EXHIBIT B to
DEPOSIT AGREEMENT

FORM OF NOTICE OF FINAL WITHDRAWAL

NOTICE OF FINAL WITHDRAWAL

The Bank of New York Mellon,
as Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2B EETC
Telephone: (212) 815-4812
Telecopier: (212) 815-5704

Ladies and Gentlemen:

          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).

          In accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned hereby requests the withdrawal of (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such Deposits to but excluding [____________], 2011.

          The undersigned hereby directs the Depositary to pay the entire amount of such Deposits and accrued and unpaid interest thereon on [____________], 2011 to the Paying Agent at [ __ ].

U.S. BANK NATIONAL ASSOCIATON,     as Escrow Agent
By:
	Name:
	Title:

Dated: As of [__________ __, 2011]

Deposit Agreement (Class B)
(2010-2B EETC)

     EXHIBIT C to
DEPOSIT AGREEMENT

FORM OF NOTICE OF REPLACEMENT WITHDRAWAL

NOTICE OF REPLACEMENT WITHDRAWAL

The Bank of New York Mellon,
as Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2B EETC
Telephone: (212) 815-4812
Telecopier: (212) 815-5704

          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).

          In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the following: (x) with respect to all Deposits currently held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding [____________], 2011 and (y) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal.

          The undersigned hereby directs the Depositary to pay on [____________], 2011 (i) the amount requested to be withdrawn pursuant to clause (x) above to [name and account details of the replacement depositary], Reference: Delta Air Lines 2010-2B EETC; and (ii) the amount requested to be withdrawn pursuant to clause (y) above to the Paying Agent at [__].

U.S. BANK NATIONAL ASSOCIATION,     as Escrow Agent
By:
	Name:
	Title:

Dated: As of [__________ __, 2011]

     Deposit Agreement (Class B)
(2010-2B EETC)

EXHIBIT D to
DEPOSIT AGREEMENT

FORM OF NOTICE OF EVENT OF LOSS WITHDRAWAL

NOTICE OF EVENT OF LOSS WITHDRAWAL

The Bank of New York Mellon,
as Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2B EETC
Telephone: (212) 815-4812
Telecopier: (212) 815-5704

          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).

          In accordance with Section 2.3(b)(iii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[_________], Account No. [__________], relating to the aircraft bearing U.S. registration number N[_____], together with the payment of all accrued and unpaid interest on such Deposits to but excluding [____________], 2011.

          The undersigned hereby directs the Depositary to pay the entire amount of such Deposit and accrued and unpaid interest thereon on [____________], 2011 to the Paying Agent at [__ ].

U.S. BANK NATIONAL ASSOCIATION,     as Escrow Agent
By:
	Name:
	Title:

Dated: As of [__________ __, 2011]

Deposit Agreement (Class B)
(2010-2B EETC)

EX-4.7

Exhibit 4.7

EXECUTION COPY

ESCROW AND PAYING AGENT AGREEMENT
(Class B)

Dated as of February 14, 2011

among

U.S. BANK NATIONAL ASSOCIATION

as Escrow Agent

MORGAN STANLEY & CO. INCORPORATED,

DEUTSCHE BANK SECURITIES INC.,

and

GOLDMAN, SACHS & CO.,

as Underwriters

U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity,
but solely as Pass Through Trustee
for and on behalf of
Delta Air Lines Pass Through Trust 2010-2B

as Pass Through Trustee

and

U.S. BANK TRUST NATIONAL ASSOCIATION

as Paying Agent

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

Table of Contents

	Page
SECTION 1. Escrow Agent		2
Section 1.01. Appointment of Escrow Agent		2
Section 1.02. Instruction; Etc.		3
Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts		5
Section 1.04. Payments to Receiptholders		6
Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt		6
Section 1.06. Additional Escrow Amounts		7
Section 1.07. Resignation or Removal of Escrow Agent		7
Section 1.08. Persons Deemed Owners		7
Section 1.09. Further Assurances		7
SECTION 2. Paying Agent		8
Section 2.01. Appointment of Paying Agent		8
Section 2.02. Establishment of Paying Agent Account		8
Section 2.03. Payments from Paying Agent Account		8
Section 2.04. Withholding Taxes		10
Section 2.05. Resignation or Removal of Paying Agent		10
Section 2.06. Notice of Final Withdrawal		11
Section 2.07. Notice of Event of Loss Withdrawal		11
Section 2.08. Further Assurances		12
SECTION 3. Payments		12
SECTION 4. Other Actions		12
SECTION 5. Representations and Warranties of the Escrow Agent		13
SECTION 6. Representations and Warranties of the Paying Agent		14
SECTION 7. Indemnification		15
SECTION 8. Amendment, Etc.		15
SECTION 9. Notices		16

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

	Page
SECTION 10. Transfer		17
SECTION 11. Entire Agreement		17
SECTION 12. Governing Law		17
SECTION 13. Submission to Jurisdiction in New York		17
SECTION 14. Waiver of Jury Trial Right		18
SECTION 15. Counterparts		18
SECTION 16. Rights of Holders		18
Exhibit A     Form of Escrow Receipt
Exhibit B     Form of Withdrawal Certificate

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

ii

ESCROW AND PAYING AGENT AGREEMENT
(Class B)

     This ESCROW AND PAYING AGENT AGREEMENT (Class B), dated as of February 14, 2011 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MORGAN STANLEY & CO. INCORPORATED, DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Agreement referred to below; and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as paying agent hereunder (in such capacity, together with its successors in such capacity, the “Paying Agent”).

W I T N E S S E T H:

     WHEREAS, Delta Air Lines, Inc. (“Delta”) and the Pass Through Trustee have entered into a Trust Supplement, dated as of February 14, 2011 (the “Trust Supplement”), to the Pass Through Trust Agreement, dated as of November 16, 2000 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Pass Through Trust Agreement”), relating to Delta Air Lines Pass Through Trust 2010-2B (the “Pass Through Trust”) pursuant to which the Delta Air Lines Pass Through Trust, Series 2010-2B Certificates referred to therein (the “Certificates”) are being issued (the date of such issuance, the “Issuance Date”);

     WHEREAS, Delta has entered into an Underwriting Agreement, dated February 7, 2011 (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Underwriting Agreement”), with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives of the Underwriters, pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Underwriters;

     WHEREAS, Delta, the Pass Through Trustee and certain other persons concurrently herewith are entering into the Amended and Restated Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement)

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

equipment notes (the “Equipment Notes”) issued in respect of aircraft owned by Delta utilizing a portion of the proceeds from the sale of the Certificates (the “Net Proceeds”);

     WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors, subject to withdrawal upon request by the Pass Through Trustee and satisfaction of the conditions set forth in the Note Purchase Agreement for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited on behalf of the Escrow Agent with The Bank of New York Mellon, as Depositary (the “Depositary”, which shall also be deemed to refer to any Replacement Depositary (as defined in the Note Purchase Agreement) from and after the date on which the Deposits are transferred to such Replacement Depositary) under the Deposit Agreement (Class B), dated as of the date hereof, between the Depositary and the Escrow Agent relating to the Pass Through Trust (as amended, modified, supplemented or replaced from time to time in accordance with the terms thereof, the “Deposit Agreement”, which shall also be deemed to refer to any Replacement Deposit Agreement (as defined in the Note Purchase Agreement) to which the Escrow Agent becomes a party pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits from the Depositary to the Replacement Depositary) pursuant to which, among other things, the Depositary will pay interest for distribution to the Investors and establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee;

     WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to be distributed to the Investors in accordance with this Agreement; and

     WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pass Through Trust Agreement.

     NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Escrow Agent.

     Section 1.01. Appointment of Escrow Agent. Each of the Underwriters, for and on behalf of each of the Investors, hereby irrevocably appoints, authorizes and directs the Escrow Agent to act as escrow agent hereunder and under the Deposit Agreement for such specific purposes and with such powers as are specifically delegated to the Escrow Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Escrow Agent under this Agreement or the Deposit Agreement shall be held in escrow by the Escrow Agent in accordance with the terms of this Agreement. This Agreement is irrevocable and the Investors’ rights with respect to any monies received and held in escrow by the Escrow

Escrow and Paying Agent Agreement (Class B)
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Agent under this Agreement or the Deposit Agreement shall only be as provided under the terms and conditions of this Agreement and the Deposit Agreement. The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement; (b) shall not be responsible for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or the Deposit Agreement or for the failure by the Pass Through Trustee, the Investors or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); (c) may consult with legal counsel in connection with its duties hereunder and under the Deposit Agreement and shall be fully protected if any action taken, suffered or permitted by it in good faith in accordance with the advice of counsel selected by it with due care; (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds); and (e) shall in no event be liable for punitive, incidental or consequential damages.

     Section 1.02. Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees:

          (a) to enter into the Deposit Agreement, and, if applicable, in accordance with Section 5 of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary;

          (b) to appoint the Paying Agent as provided in this Agreement;

          (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a “Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the “Applicable Notice of Purchase Withdrawal” and the withdrawal to which it relates, a “Purchase Withdrawal”), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal;

          (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal (as such

Escrow and Paying Agent Agreement (Class B)
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term is defined in the Deposit Agreement) in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to:

          (X) immediately execute such Notice of Replacement Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement requesting a withdrawal, on the date specified in such notice, which shall not be less than five Business Days after such notice is given (the “Replacement Withdrawal Date”), of (x) with respect to all Deposits then held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date and (y) with respect to all Deposits, if any, previously withdrawn pursuant to the Applicable Notices of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal (such withdrawal of the amounts in the immediately preceding clauses (x) and (y), a “Replacement Withdrawal”); and

          (Y) direct the Depositary to transfer (i) the amounts requested to be withdrawn pursuant to clause (x) of the immediately preceding paragraph, to the Replacement Depositary in accordance with the Replacement Deposit Agreement and (ii) the amounts requested to be withdrawn pursuant to clause (y) of the immediately preceding paragraph, to the Paying Agent Account (as defined below);

          (e) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Event of Loss Withdrawal (as such term is defined in the Deposit Agreement) in substantially the form of Exhibit D to the Deposit Agreement duly completed by the Pass Through Trustee, to:

          (X) immediately execute such Notice of Event of Loss Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the “Event of Loss Withdrawal Date”), of the Deposit specified in such Notice of Event of Loss Withdrawal together with all accrued and unpaid interest on such Deposit to but excluding the Event of Loss Withdrawal Date (an “Event of Loss Withdrawal”); and

          (Y) direct the Depositary to transfer the amounts requested to be withdrawn pursuant to the immediately preceding paragraph, to the Paying Agent Account (as defined below);

          (f) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the “Termination Date”, which shall mean the earlier of (i) the Outside Termination Date (as defined below) and (ii) the day on which the Escrow Agent receives

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

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notice from the Pass Through Trustee that the Pass Through Trustee’s obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated and the Cut-Off Date has occurred, to immediately give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 15^th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (the “Final Withdrawal”); provided that, if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the “Final Withdrawal Date”). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before the Outside Termination Date and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be the Outside Termination Date. The term “Outside Termination Date” shall mean October 31, 2011.

     Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars (“Dollars”) and immediately available funds equal to $58,797,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt by the Depositary of such sum from the Underwriters, to confirm such receipt by executing and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (each, an “Escrow Receipt” and, collectively, the “Escrow Receipts”) (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the “Escrow Interest”) in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which such Escrow Receipt is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the “Register”) maintained by the Escrow Agent in the name of the same holder that is the holder of the Certificate to which such Escrow Receipt is attached and may not thereafter be detached from such Certificate to which it is to be affixed. No Escrow Receipt may be assigned or transferred except in connection with the assignment or transfer of the Certificate to which such Escrow Receipt is affixed. After the termination of the Deposit Agreement (or, if applicable, any Replacement Deposit Agreement), no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

Escrow and Paying Agent Agreement (Class B)
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     Section 1.04. Payments to Receiptholders. All payments and distributions made to a holder (each, a “Receiptholder” and, collectively, the “Receiptholders”) of an Escrow Receipt in respect of such Escrow Receipt shall be made only from amounts deposited in the Paying Agent Account (as defined below) (the “Account Amounts”). Each Receiptholder, by its acceptance of an Escrow Receipt, agrees that (a) it will look solely to the Account Amounts for any payment or distribution due to such Receiptholder pursuant to the terms of such Escrow Receipt and this Agreement (subject to Section 16 hereof) and (b) it will have no recourse to Delta, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account (as defined below) or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of any Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association.

     Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt. If (a) any mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent receives evidence to its satisfaction of the destruction, loss or theft of any Escrow Receipt and (b) there is delivered to the Escrow Agent and the Pass Through Trustee such security, indemnity or bond, as may be required by them to hold each of them harmless, then, absent notice to the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Escrow Agent shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts of like Escrow Interest in the Account Amounts and bearing a number not contemporaneously outstanding.

     In connection with the issuance of any new Escrow Receipt under this Section 1.05, the Escrow Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee and the Escrow Agent) connected therewith.

     Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in the Account Amounts, as if originally issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time.

     The provisions of this Section 1.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Escrow Receipts.

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

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     Section 1.06. Additional Escrow Amounts. On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

     Section 1.07. Resignation or Removal of Escrow Agent. Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days’ prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an “Action of Investors”). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent’s giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and Moody’s Investors Service, Inc. that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

     Section 1.08. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Escrow Agent and the Paying Agent may treat the Person in whose name any Escrow Receipt is registered (as of the day of determination) as the owner of such Escrow Receipt for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected by any notice to the contrary.

     Section 1.09. Further Assurances. Without limiting Sections 4 and 8 of this Agreement, the Escrow Agent agrees to take such actions, and execute such other documents, as may be reasonably requested by the Pass Through Trustee in order to effectuate the purposes of this Agreement, the Note Purchase Agreement or the Deposit Agreement and the performance by the Escrow Agent of its obligations hereunder or thereunder.

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

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     SECTION 2. Paying Agent.

     Section 2.01. Appointment of Paying Agent. The Escrow Agent hereby irrevocably appoints and authorizes the Paying Agent to act as its paying agent hereunder, for the benefit of the Investors, for such specific purposes and with such powers as are specifically delegated to the Paying Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Any and all money received and held by the Paying Agent under this Agreement or the Deposit Agreement shall be held in the Paying Agent Account for the benefit of the Investors. The Paying Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for the Escrow Agent; (b) shall not be responsible for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or for the failure by the Escrow Agent or any other person or entity (other than the Paying Agent) to perform any of its obligations hereunder (whether or not the Paying Agent shall have any knowledge thereof); (c) may consult with legal counsel in connection with its duties hereunder and under the Deposit Agreement and shall be fully protected if any action taken, suffered or permitted by it in good faith in accordance with the advice of counsel selected by it with due care; (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds); and (e) shall in no event be liable for punitive, incidental or consequential damages.

     Section 2.02. Establishment of Paying Agent Account. Upon the execution of this Agreement, the Paying Agent shall establish and maintain a segregated trust account (the “Paying Agent Account”) with the corporate trust department of U.S. Bank Trust National Association in the name of the Escrow Agent, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as the paying agent and trustee of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute part of the Trust Property. The Paying Agent shall be under no obligation to invest any amounts held by it pursuant to the terms of this Agreement and the funds held in the Paying Agent Account shall not earn or accrue interest.

     Section 2.03. Payments from Paying Agent Account. The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows:

          (a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account from the Depositary of any amount in respect of accrued interest on the

Escrow and Paying Agent Agreement (Class B)
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Deposits (other than as part of any Replacement Withdrawal, Event of Loss Withdrawal or Final Withdrawal), the Paying Agent shall distribute out of the Paying Agent Account the entire amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record in the Register on the 15^th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the record date specified above in the name of a nominee of The Depository Trust Company (“DTC”), such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC.

          (b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount in respect of any Final Withdrawal or any Event of Loss Withdrawal, the Paying Agent shall forthwith distribute the entire amount of the Final Withdrawal or such Event of Loss Withdrawal deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15^th day (whether or not a Business Day) preceding the Final Withdrawal Date or the Event of Loss Withdrawal Date, as applicable, by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount in the Paying Agent Account on account of such Final Withdrawal or such Event of Loss Withdrawal, except that, with respect to Escrow Receipts registered on the record date specified above in the name of a nominee of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC.

          (c) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount referred to in clause (y) of Section 1.02(d)(X) in respect of the Replacement Withdrawal, on the immediately succeeding Interest Payment Date, the Paying Agent shall distribute out of the Paying Agent Account the entire such amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record in the Register on the 15^th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the record date specified above in the name of a nominee of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC.

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          (d) If any payment of interest referred to in Section 2.03(a) or of interest or principal in respect of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal is not received by the Paying Agent within five days of the applicable date when due, then it shall be distributed to Receiptholders after actual receipt by the Paying Agent on the same basis as a Special Payment is distributed under the Pass Through Trust Agreement.

          (e) The Paying Agent shall include with any check mailed pursuant to this Section 2.03 any notice required to be distributed under the Pass Through Trust Agreement that is furnished to the Paying Agent by the Pass Through Trustee.

     Section 2.04. Withholding Taxes. The Paying Agent shall exclude and withhold from each distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any amount in respect of any Final Withdrawal and any Event of Loss Withdrawal any and all withholding taxes applicable thereto as required by law. The Paying Agent agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Deposits (as defined in the Deposit Agreement) or the escrow amounts, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Receiptholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Receiptholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Receiptholder may reasonably request from time to time. The Paying Agent agrees to file any other information reports as it may be required to file under United States law.

     Section 2.05. Resignation or Removal of Paying Agent. Subject to the appointment and acceptance of a successor Paying Agent as provided below, the Paying Agent may resign at any time by giving 30 days’ prior written notice thereof to the Escrow Agent, but may not otherwise be removed except for cause by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Paying Agent’s giving of notice of resignation or the removal of the retiring Paying Agent, then the retiring Paying Agent may appoint a successor Paying Agent. Any successor Paying Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its duties and obligations hereunder.

Escrow and Paying Agent Agreement (Class B)
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     Section 2.06. Notice of Final Withdrawal. Promptly after receipt by the Paying Agent of notice that the Escrow Agent has requested a Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent shall cause notice of the distribution of the Final Withdrawal to be mailed to each of the Receiptholders at its address as it appears in the Register. Subject to the proviso at the end of the first sentence of Section 1.02(f) and the second sentence of Section 1.02(f), such notice shall be mailed not less than 15 days prior to the Final Withdrawal Date. Such notice shall set forth:

          (i) the Final Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of the Final Withdrawal,

          (ii) the amount of the payment in respect of the Final Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting unused Deposits (as defined in the Deposit Agreement) and interest thereon, and

          (iii) if the Final Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee).

     Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement.

     Section 2.07. Notice of Event of Loss Withdrawal. Promptly after receipt by the Paying Agent of notice that the Escrow Agent has requested an Event of Loss Withdrawal or that an Event of Loss Withdrawal will be made, the Paying Agent shall cause notice of the distribution of such Event of Loss Withdrawal to be mailed to each of the Receiptholders at its address as it appears in the Register. Such notice shall be mailed not less than 15 days prior to the applicable Event of Loss Withdrawal Date. Such notice shall set forth:

          (i) the applicable Event of Loss Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of such Event of Loss Withdrawal,

          (ii) the amount of the payment in respect of such Event of Loss Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting the applicable unused Deposit (as defined in the Deposit Agreement) and interest thereon, and

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          (iii) if such Event of Loss Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee).

     Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement.

     Section 2.08. Further Assurances. Without limiting Section 8 of this Agreement, the Paying Agent agrees to take such actions, and execute such other documents, as may be reasonably requested by the Pass Through Trustee in order to effectuate the purposes of this Agreement or the Note Purchase Agreement and the performance by the Escrow Agent of its obligations hereunder or thereunder.

     SECTION 3. Payments. If, notwithstanding the instructions in Section 4 of the Deposit Agreement that all amounts payable to the Escrow Agent under the Deposit Agreement be paid by the Depositary directly to the Paying Agent, the Pass Through Trustee or a Replacement Depositary (depending on the circumstances), the Escrow Agent receives any payment thereunder, then the Escrow Agent shall forthwith pay such amount in Dollars and in immediately available funds by wire transfer to (a) in the cases of (i) a payment of accrued interest on the Deposits (as defined in the Deposit Agreement), (ii) any Final Withdrawal, (iii) any Event of Loss Withdrawal or (iv) any amount referred to in clause (y) of Section 1.02(d)(X) in respect of the Replacement Withdrawal, directly to the Paying Agent Account, (b) in the case of any Purchase Withdrawal, directly to the Pass Through Trustee or its designee as specified and in the manner provided in the Applicable Notice of Purchase Withdrawal, and (c) in the case of any amount referred to in clause (x) of Section 1.02(d)(X) in respect of the Replacement Withdrawal, to the Replacement Depositary as provided in the Replacement Depositary Agreement. The Escrow Agent hereby waives any and all rights of set-off, combination of accounts, right of retention or similar right (whether arising under applicable law, contract or otherwise) it may have against amounts payable to the Paying Agent howsoever arising.

     SECTION 4. Other Actions. The Escrow Agent shall take such other actions under or in respect of the Deposit Agreement (including, without limitation, the enforcement of the obligations of the Depositary thereunder) as the Investors, by an Action of Investors, may from time to time request, and agrees not to amend, supplement or otherwise modify the Deposit Agreement without an Action of Investors, except that, without limiting Sections 4(a)(v) and 5(e) of the Note Purchase Agreement, no such Action of Investors will be required for any amendment contemplated by such Sections of the Note Purchase Agreement.

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

12

     SECTION 5. Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to Delta, the Investors, the Paying Agent and the Pass Through Trustee as follows:

          (i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;

          (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement;

          (iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document (other than a Replacement Deposit Agreement) has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);

          (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body governing its banking or trust powers is required for the execution, delivery or performance by it of this Agreement, the Deposit Agreement or any Replacement Deposit Agreement;

          (v) neither the execution, delivery or performance by it of this Agreement, the Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation applicable to the exercise of its banking or trust powers or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

13

constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and

          (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement, the Deposit Agreement or any Replacement Deposit Agreement or (B) would call into question or challenge the validity of this Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement or the Deposit Agreement.

     SECTION 6. Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants to Delta, the Investors, the Escrow Agent and the Pass Through Trustee as follows:

          (i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;

          (ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement;

          (iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);

          (iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body governing its banking or trust powers is required for the execution, delivery or performance by it of this Agreement;

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

14

          (v) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation applicable to its banking or trust powers or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and

          (vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or (B) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Paying Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

     SECTION 7. Indemnification. Except for actions expressly required of the Escrow Agent or the Paying Agent hereunder, each of the Escrow Agent and the Paying Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have been indemnified by the party requesting such action in a manner reasonably satisfactory to it against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. In the event Delta requests any amendment to any Operative Agreement (as defined in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and the Paying Agent in connection therewith.

     SECTION 8. Amendment, Etc. Upon request of the Pass Through Trustee and approval by an Action of Investors, the Escrow Agent and Paying Agent shall enter into an amendment to this Agreement or the Note Purchase Agreement, so long as such amendment does not adversely affect the rights or obligations of the Escrow Agent or the Paying Agent; provided that (i) without limiting Sections 4(a)(v) and 5(e) of the Note Purchase Agreement, no such request or approval will be required for any amendment contemplated by such Sections of the Note Purchase Agreement, and (ii) upon request of the Pass Through Trustee and without any consent of the Investors, the Escrow Agent

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

15

and Paying Agent shall enter into an amendment to this Agreement or the Note Purchase Agreement for any of the following purposes:

          (1) to correct or supplement any provision in this Agreement or the Note Purchase Agreement which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake; or

          (2) to modify any other provision with respect to matters or questions arising under this Agreement or the Note Purchase Agreement, provided that any such action shall not materially adversely affect the interests of the Investors; or

          (3) to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body; or

          (4) to evidence and provide for the acceptance of appointment under this Agreement or the Note Purchase Agreement of a successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee; or

          (5) for any other purposes set forth in clauses (1) through (14) of Section 9.01 of the Pass Through Trust Agreement.

     SECTION 9. Notices. Unless otherwise expressly provided herein, any notice or other communication under this Agreement shall be in English and in writing and given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received). All notices shall be sent to (a) in the case of the Investors, as their respective addresses shall appear in the Register, (b) in the case of the Escrow Agent, U.S. Bank National Association, One Federal Street, 3^rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services (Telecopier: (617) 603-6683), (c) in the case of the Pass Through Trustee, U.S. Bank Trust National Association, 300 Delaware Avenue, 9^th Floor, Mail Code EX-DE-WDAW, Wilmington, Delaware 19801, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services (Telecopier: (302) 576-3717) or (d) in the case of the Paying Agent, U.S. Bank Trust National Association, One Federal Street, 3^rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services (Telecopier: (617) 603-6683), in each case with a copy to Delta, Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30354, Reference: Delta Air Lines 2010-2B

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

16

EETC, Attention: Treasurer, Dept. 856 (Telecopier: (404) 773-7345), with a copy to General Counsel at the same address, but Dept. 971 (Telecopier: (404) 715-7882) (or at such other address as any such party may specify from time to time in a written notice to the other parties). On or prior to the execution of this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a certificate containing specimen signatures of the representatives of the Pass Through Trustee who are authorized to give notices and instructions with respect to this Agreement. The Escrow Agent may conclusively rely on such certificate until the Escrow Agent receives written notice from the Pass Through Trustee to the contrary.

     The Escrow Agent shall notify the Receiptholders in the event of a default in the payment of interest on the Deposits when due in accordance with the Deposit Agreement or a default in the payment of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal in accordance with the terms of the Deposit Agreement and this Agreement and shall promptly forward to Receiptholders upon receipt copies of all written communications relating to any payments due to the Receiptholders in respect of the Deposits.

     SECTION 10. Transfer. No party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a successor escrow agent under Section 1.07 hereof or (in the case of the Paying Agent) to a successor paying agent under Section 2.05 hereof, and any purported assignment in violation thereof shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent and the Paying Agent) their respective permitted assigns.

     SECTION 11. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings among the Escrow Agent, the Paying Agent, the Underwriters and the Pass Through Trustee with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written.

     SECTION 12. Governing Law. This Agreement has been delivered in the State of New York and shall be governed by, and construed in accordance with, the law of the State of New York.

     SECTION 13. Submission to Jurisdiction in New York. Each of the parties hereto, to the extent it may do so under applicable law, hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive 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 this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, or their

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

17

successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

     SECTION 14. Waiver of Jury Trial Right. EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

     SECTION 15. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

     SECTION 16. Rights of Holders. Each Receiptholder shall have the right (individually and without the need for any other action of any Person, including the Escrow Agent or any other Receiptholder), upon any default in the payment of interest on the Deposits when due by the Depositary in accordance with the Deposit Agreement, or upon any default in the payment of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal when due by the Depositary in accordance with the terms of the Deposit Agreement and this Agreement, (i) to proceed directly against the Depositary by making a demand to the Depositary for the portion of such payment that would have been distributed to such Receiptholder pursuant to this Agreement or by bringing suit to enforce payment of such portion and (ii) to enforce any other rights that the Escrow Agent may have in respect of amounts due from the Depositary under the Deposit Agreement and this Agreement that would have been distributed to such Receiptholder pursuant to this Agreement. Any recovery on such enforcement action shall belong solely to the Receiptholder who brought such action, and not to the Escrow Agent or any other Receiptholder individually or to Receiptholders as a group.

[Signature Pages Follow.]

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

18

     IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the Underwriters and the Pass Through Trustee have caused this Escrow and Paying Agent Agreement (Class B) to be duly executed as of the day and year first above written.

U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Signature Page

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

MORGAN STANLEY & CO. INCORPORATED, DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as Underwriters
By:	MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Heidi Ho
	Name:	Heidi Ho
	Title:	Executive Director
By:	DEUTSCHE BANK SECURITIES INC.
By:	/s/ Patrick Käufer
	Name:	Patrick Käufer
	Title:	Managing Director
By:	/s/ Thomas Turner
	Name:	Thomas Turner
	Title:	Director
By:	GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)

Signature Page

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Delta Air Lines Pass Through Trust 2010-2B
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION,         as Paying Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Signature Page

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

EXHIBIT A to
ESCROW AND PAYING AGENT AGREEMENT

FORM OF ESCROW RECEIPT

DELTA AIR LINES 2010-2B ESCROW RECEIPT

No. __

This Escrow Receipt evidences a fractional undivided interest in amounts (“Account Amounts”) from time to time deposited on behalf of the holder hereof into a certain paying agent account (the “Paying Agent Account”) described in the Escrow and Paying Agent Agreement (Class B) dated as of February 14, 2011 (as amended, modified or supplemented from time to time, the “Escrow and Paying Agent Agreement”) among U.S. Bank National Association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”), Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as Underwriters, U.S. Bank Trust National Association, as Pass Through Trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”), and U.S. Bank Trust National Association, as paying agent (in such capacity, together with its successors in such capacity, the “Paying Agent”). Capitalized terms not defined herein shall have the meanings assigned to them in the Escrow and Paying Agent Agreement.

     This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent Agreement and this Escrow Receipt.

     This Escrow Receipt represents a fractional undivided interest in amounts deposited from time to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of any kind in respect of any assets or property other than such amounts. This Escrow Receipt evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed.

     All payments and distributions made to Receiptholders in respect of this Escrow Receipt shall be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account Amounts for any payment or distribution due to it pursuant to this Escrow Receipt (or, in case the Depositary shall default in its obligation to make a payment under the Deposit Agreement that would be an Account Amount, to the Depositary) and that it will not have any recourse to Delta, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder of this Escrow

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

Receipt shall have any right to vote or in any manner otherwise control the operation and management of the Paying Agent Account, nor shall anything set forth herein, or contained in the terms of this Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association.

     This Escrow Receipt may not be assigned or transferred except in connection with the assignment or transfer of the Certificate to which this Escrow Receipt is affixed.

     The Paying Agent may treat the person in whose name this Escrow Receipt is registered pursuant to Section 1.03 of the Escrow and Paying Agent Agreement as the owner hereof for all purposes, and the Paying Agent shall not be affected by any notice to the contrary.

     THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

A-2

     IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed.

Dated:                      ___, 2011

U.S. Bank National Association, as Escrow Agent
By
	Name:
	Title:

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

A-3

EXHIBIT B to
ESCROW AND PAYING AGENT AGREEMENT

FORM OF WITHDRAWAL CERTIFICATE

WITHDRAWAL CERTIFICATE
(Class B)

U.S. Bank National Association
as Escrow Agent
One Federal Street, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Reference: Delta Air Lines 2010-2B EETC
Telephone: (617) 603-6553
Telecopier: (617) 603-6683

Ladies and Gentlemen:

     Reference is made to the Escrow and Paying Agent Agreement (Class B), dated as of February 14, 2011 (the “Agreement”). [We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied] [We hereby notify you that the Depositary is being replaced in accordance with Section 5(d) of the Note Purchase Agreement] [We hereby notify you that we received notice from Delta that an “Event of Loss” (or an event that would constitute an “Event of Loss” but for the requirement that notice be given or time elapse or both) with respect to an Aircraft (as such term is defined in the Note Purchase Agreement), which is a Boeing model [____] aircraft bearing U.S. registration number [N_____], has occurred and is continuing]. Pursuant to Section [1.02(c)] [1.02(d)] [1.02(e)] of the Agreement, please execute the attached [Notice of Purchase Withdrawal][Notice of Replacement Withdrawal] [Notice of Event of Loss Withdrawal] and immediately transmit it by facsimile to the Depositary, at The Bank of New York Mellon, as Depositary,101 Barclay Street, Floor 8W, New York, New York 10286, attention: Corporate Finance, Mary Miselis, Vice President, Reference: Delta Air Lines 2010-2B EETC, telephone: (212) 815-4812, facsimile: (212) 815-5704.

     Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

Very truly yours, U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Pass Through Trustee
By:
	Name:
	Title:

Dated:                                         , 2011

Escrow and Paying Agent Agreement (Class B)
(2010-2B EETC)

B-2

EX-4.8

Exhibit 4.8

EXECUTION COPY

AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT

Dated as of February 14, 2011

among

DELTA AIR LINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the Pass Through Trust Agreements

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Subordination Agent

U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Paying Agent

Amended and Restated Note Purchase Agreement
2010-2B EETC

Table of Contents

Page

Section 1.	Financing of Aircraft	5
Section 2.	Conditions Precedent	10
Section 3.	Representations and Warranties	10
Section 4.	Covenants	15
Section 5.	Depositary Downgrade and Replacement of Depositary	17
Section 6.	Notices	19
Section 7.	[Intentionally Omitted.]	19
Section 8.	Further Assurances	19
Section 9.	Miscellaneous	19
Section 10.	Governing Law	20

Schedule I	2001-1 Aircraft and Existing Financings, Unencumbered Aircraft and Funded Aircraft
Schedule II	Trust Supplements
Schedule III	Required Terms
Schedule IV	Indentures, Participation Agreements and Related Amendments with respect to Funded Aircraft
Annex A	Definitions
Exhibit A	Form of Funding Notice
Exhibit B	Form of Participation Agreement
Exhibit C	Form of Indenture and Security Agreement

Amended and Restated Note Purchase Agreement
2010-2B EETC

AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT

          This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Note Purchase Agreement” or this “Amended and Restated Note Purchase Agreement”), dated as of February 14, 2011, is made by and among (i) DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of two separate Pass Through Trust Agreements (as defined below), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below), and (v) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Paying Agent (in such capacity together with its successors in such capacity, the “Paying Agent”) under each of the Escrow and Paying Agent Agreements.

W I T N E S S E T H:

          WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto;

          WHEREAS, the parties hereto (other than the Class B Pass Through Trustee and the Escrow Agent and the Paying Agent under the Class B Escrow and Paying Agent Agreement) entered into that certain Note Purchase Agreement, dated as of November 22, 2010 (the “Original Note Purchase Agreement”);

          WHEREAS, the Company owns the ten aircraft described in Part One of Schedule I hereto (each, a “2001-1 Aircraft”, and collectively, the “2001-1 Aircraft”), which 2001-1 Aircraft are subject to the certain financing described under the heading “Existing Financing” in Part One of Schedule I hereto (such financing, the “2001-1 EETC Financing” or the “Existing Financing”);

          WHEREAS, the Company owns the six aircraft described in Part Two of Schedule I hereto (each, an “Unencumbered Aircraft”, and collectively, the “Unencumbered Aircraft”, and together with the 2001-1 Aircraft, each, a “Pre-Funded Aircraft”, and collectively, the “Pre-Funded Aircraft”);

Amended and Restated Note Purchase Agreement
2010-2B EETC

          WHEREAS, the Pre-Funded Aircraft have not yet been subjected to the financing contemplated by the Original Note Purchase Agreement;

          WHEREAS, the Company owns the twelve aircraft described in Part Three of Schedule I hereto, and such aircraft have been financed as contemplated by the Original Note Purchase Agreement in that, as further described in these recitals, the Class A Pass Through Trustee has purchased the Series A Equipment Notes issued by the Company with respect to each such aircraft (each such aircraft, a “Funded Aircraft” and, collectively, the “Funded Aircraft”, and, together with the Pre-Funded Aircraft, each, an “Aircraft” and collectively, the “Aircraft”);

          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class A Trust Supplement described in Schedule II hereto, and concurrently with the execution and delivery of the Original Note Purchase Agreement, one grantor trust (the “Class A Pass Through Trust”; and the Basic Pass Through Trust Agreement, together with such Trust Supplement, as amended, supplemented or otherwise modified from time to time in accordance with their terms, the “Class A Pass Through Trust Agreement”) was created to facilitate certain of the transactions contemplated by the Original Note Purchase Agreement, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the “Class A Certificates”) to provide financing, among other things, for the purchase by the Class A Pass Through Trust of the Series A Equipment Notes to be issued in respect of, and secured by a security interest in, each of the Aircraft;

          WHEREAS, the Company entered into the Underwriting Agreement, dated November 15, 2010 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class A Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., acting as representatives of the Underwriters named in Schedule I thereto (the “Class A Underwriters”), whereby the Company caused the Class A Pass Through Trustee to issue and sell the Class A Certificates to the Class A Underwriters on the Class A Issuance Date;

          WHEREAS, concurrently with the execution and delivery of the Original Note Purchase Agreement, (i) the Escrow Agent and the Depositary entered into that certain Deposit Agreement (Class A), dated as of the Class A Issuance Date, relating to the Class A Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class A Deposit Agreement”) whereby the Escrow Agent agreed to direct the Class A Underwriters to make certain deposits referred to therein with respect to the Aircraft on the Class A Issuance Date (the “Class A Initial Deposits”) and to permit the Class A Pass Through Trustee to make additional deposits from time to time thereafter (the Class A Initial Deposits together with such additional deposits are collectively referred to as the “Class A Deposits”), and (ii) the Class A Underwriters, the Class A Pass Through Trustee, the Paying Agent and the Escrow Agent entered into that certain Escrow and Paying Agent Agreement

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(Class A), dated as of the Class A Issuance Date, relating to the Class A Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class A Escrow and Paying Agent Agreement”), whereby, among other things, (a) the Class A Underwriters agreed to deliver an amount equal to the amount of the Class A Initial Deposits to the Depositary on behalf of the Escrow Agent and (b) the Escrow Agent, upon the Depositary receiving such Class A Initial Deposits, agreed to deliver escrow receipts to be affixed to each Class A Certificate;

          WHEREAS, subject to the terms and conditions of the Original Note Purchase Agreement, the Class A Pass Through Trustee and each of the Subordination Agent, U.S. Bank and the Company entered into the applicable Financing Agreements listed on Schedule IV with respect to each Funded Aircraft;

          WHEREAS, upon the financing of each Funded Aircraft, the Class A Pass Through Trustee funded its purchase of the Series A Equipment Notes in respect of each Funded Aircraft with the proceeds of a Class A Deposit withdrawn by the Escrow Agent under the Class A Deposit Agreement;

          WHEREAS, concurrently with the execution and delivery of the Original Note Purchase Agreement, (i) the Class A Liquidity Provider entered into the Class A Liquidity Facility, for the benefit of the holders of the Class A Certificates, with the Subordination Agent, as agent for the Class A Pass Through Trustee on behalf of the Class A Pass Through Trust and (ii) the Class A Pass Through Trustee, the Class A Liquidity Provider and the Subordination Agent entered into the Intercreditor Agreement (as in effect prior to the Class B Issuance Date);

          WHEREAS, the Original Note Purchase Agreement provided that the Company may in the future enter into a Trust Supplement with respect to the Class B Pass Through Trust further to facilitate certain of the transactions contemplated thereby, including, without limitation, the issuance of the Class B Certificates to provide financing for the purchase by the Class B Pass Through Trustee of the Series B Equipment Notes, if issued in respect of, and secured by a security interest in, the Aircraft;

          WHEREAS, the Company now desires to issue Series B Equipment Notes with respect to each of the Aircraft;

          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class B Trust Supplement described in Schedule II hereto, and concurrently with the execution and delivery of this Amended and Restated Note Purchase Agreement, one grantor trust (the “Class B Pass Through Trust”; and the Basic Pass Through Trust Agreement, together with such Trust Supplement, as amended, supplemented or otherwise modified from time to time in accordance with their terms, the “Class B Pass Through Trust Agreement”) has been created to facilitate certain of the transactions contemplated by this Amended and Restated Note Purchase

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Agreement, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the “Class B Certificates”) to provide financing, among other things, for the purchase by the Class B Pass Through Trust of the Series B Equipment Notes to be issued in respect of, and secured by a security interest in, each of the Aircraft;

          WHEREAS, the Company has entered into the Underwriting Agreement, dated February 7, 2011 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class B Underwriting Agreement” and, together with the Class A Underwriting Agreement, the “Underwriting Agreements”) with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., acting as representatives of the Underwriters named in Schedule I thereto (the “Class B Underwriters” and, together with the Class A Underwriters, the “Underwriters”), which provides that the Company will cause the Class B Pass Through Trustee to issue and sell the Class B Certificates to the Class B Underwriters on the Class B Issuance Date;

          WHEREAS, concurrently with the execution and delivery of this Amended and Restated Note Purchase Agreement, (i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement (Class B), dated as of the Class B Issuance Date, relating to the Class B Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class B Deposit Agreement” and, together with the Class A Deposit Agreement, the “Deposit Agreements”) whereby the Escrow Agent has agreed to direct the Class B Underwriters to make certain deposits referred to therein with respect to the Pre-Funded Aircraft on the Class B Issuance Date (the “Class B Initial Deposits” and, together with the Class A Initial Deposits, the “Initial Deposits”) and to permit the Class B Pass Through Trustee to make additional deposits from time to time thereafter (the Class B Initial Deposits together with such additional deposits are collectively referred to as the “Class B Deposits” and, together with the Class A Deposits, the “Deposits”), and (ii) the Class B Underwriters, the Class B Pass Through Trustee, the Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement (Class B), dated as of the Class B Issuance Date, relating to the Class B Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class B Escrow and Paying Agent Agreement” and, together with the Class A Escrow and Paying Agent Agreement, the “Escrow and Paying Agent Agreements”), whereby, among other things, (a) the Class B Underwriters have agreed to deliver an amount equal to the amount of the Class B Initial Deposits to the Depositary on behalf of the Escrow Agent and (b) the Escrow Agent, upon the Depositary receiving such Class B Initial Deposits, has agreed to deliver escrow receipts to be affixed to each Class B Certificate;

          WHEREAS, concurrently with the execution and delivery hereof, the Company, each Pass Through Trustee, the Subordination Agent, the Loan Trustee and U.S. Bank, in its individual capacity, have entered into the First Amendment to the Indenture and the First Amendment to the Participation Agreement listed on Schedule IV with respect to each of the Funded Aircraft listed on Part Three of Schedule I hereto, which provide for the Company to

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issue, and the Class B Pass Through Trustee to purchase, Series B Equipment Notes in respect of each of the Funded Aircraft on the Class B Issuance Date;

          WHEREAS, subject to the terms and conditions this Amended and Restated Note Purchase Agreement, each Pass Through Trustee and each of the Subordination Agent, U.S. Bank and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Pre-Funded Aircraft;

          WHEREAS, upon the financing of each Pre-Funded Aircraft, (i) the Class A Pass Through Trustee will fund its purchase of the Series A Equipment Notes in respect of such Pre-Funded Aircraft with the proceeds of the related Class A Deposit withdrawn by the Escrow Agent under the Class A Deposit Agreement and (ii) the Class B Pass Through Trustee will fund its purchase of the Series B Equipment Notes in respect of such Pre-Funded Aircraft with the proceeds of the related Class B Deposit withdrawn by the Escrow Agent under the Class B Deposit Agreement; and

          WHEREAS, concurrently with the execution and delivery of this Amended and Restated Note Purchase Agreement, (i) the Class B Liquidity Provider has entered into the Class B Liquidity Facility for the benefit of the holders of the Class B Certificates, with the Subordination Agent, as agent for the Class B Pass Through Trustee and (ii) the Company, the Liquidity Providers, the Pass Through Trustees and the Subordination Agent have entered into the Amendment No. 1 to the Intercreditor Agreement, dated as of the Class B Issuance Date (the “Intercreditor Agreement Amendment”).

          NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Financing of Aircraft.

          (a) Agreement to Finance.

          (i) The Company agrees to finance the 2001-1 Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date.

          (ii) The Company agrees to finance the Unencumbered Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by April 30, 2011.

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          (b) Funding Notice. In furtherance of the foregoing, and in respect of each Pre-Funded Aircraft, the Company agrees to give the parties hereto, the Depositary and each of the Rating Agencies not less than two Business Days’ prior notice (or, in the case of a substitute Funding Notice under Section 1(f), one Business Day’s prior notice), substantially in the form of Exhibit A hereto (each, a “Funding Notice”), of the date (which date shall not be earlier than the seventh day after the date of establishment of the relevant Deposit unless the seven-day requirement set forth in the first sentence of Section 2.3(a) of each Deposit Agreement has been waived by the applicable Depositary pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement and not reinstated pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement) scheduled for the financing as contemplated hereby in respect of such Pre-Funded Aircraft (the “Funding Date”), which notice shall:

     (i) specify the Funding Date of such Pre-Funded Aircraft (which shall be a Business Day on or prior to the Cut-Off Date);

     (ii) instruct each Pass Through Trustee to enter into the Participation Agreement included in the Financing Agreements with respect to such Pre-Funded Aircraft in such form and at such a time on or before the Funding Date as specified in such Funding Notice and to perform its obligations thereunder;

     (iii) instruct each Pass Through Trustee to deliver to the applicable Escrow Agent the “Withdrawal Certificate” and the related “Applicable Notice of Purchase Withdrawal” contemplated by Section 1.02(c) of the applicable Escrow and Paying Agent Agreement with respect to the Equipment Notes to be issued to such Pass Through Trustee in connection with the financing of such Pre-Funded Aircraft; and

     (iv) specify the aggregate principal amount of each series of Equipment Notes to be issued, and purchased by each Pass Through Trustee, in connection with the financing of such Pre-Funded Aircraft scheduled to be consummated on such Funding Date (which aggregate principal amount shall be as specified in, or as adjusted in accordance with, as the case may be, the Required Terms).

     (c) [Intentionally Omitted.]

     (d) Entering into Financing Agreements. Upon receipt of a Funding Notice with respect to a Pre-Funded Aircraft, each Pass Through Trustee shall, and shall cause the Subordination Agent to, enter into and perform their obligations under each applicable Participation Agreement and follow the other instructions specified in such Funding Notice; provided that, with respect to each Pre-Funded Aircraft to be financed:

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     (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation Agreement and the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto and (x) the amortization schedule for each Equipment Note issued under such Indenture shall be as set forth in the relevant table attached as part of Schedule III hereto and (y) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto;

     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation to each Pass Through Trustee on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Aircraft or with respect to material modifications of the forms of Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any;

     (iii) the applicable Financing Agreements, as executed and delivered, shall comply with the Required Terms; and

     (iv) the Company is not required to obtain or deliver a Rating Agency Confirmation or a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are expressly permitted by the Required Terms or by Section 5(e) of this Note Purchase Agreement.

          Notwithstanding the foregoing, (x) the Financing Agreements with respect to any Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent required for the successive redemption of the Series B Equipment Notes and issuance of new Series B Equipment Notes pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) of the Intercreditor Agreement, and the Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is not required to deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications of the Financing Agreements contemplated by this sentence. With respect to each Pre-Funded Aircraft, the Company shall cause U.S. Bank (or such other

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Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Pre-Funded Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Pre-Funded Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee under the applicable Participation Agreement.

     (e) Registration of Equipment Notes. The Company agrees that all Equipment Notes issued pursuant to any Indenture to which an Pre-Funded Aircraft shall have been subjected shall initially be registered in the name of the Subordination Agent on behalf of the applicable Pass Through Trustee.

     (f) Postponement of Delivery and Funding. If, on the Funding Date for any Pre-Funded Aircraft, the financing of such Pre-Funded Aircraft as contemplated hereunder shall not be consummated for whatever reason, the Company shall give the parties hereto and the Depositary prompt notice thereof. Promptly after the Company has identified a new Funding Date on which such Pre-Funded Aircraft may be subjected to the financing as provided herein (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements), the Company shall give the parties hereto and the Depositary a substitute Funding Notice specifying such new Funding Date for such Pre-Funded Aircraft. Upon receipt of any such substitute Funding Notice, each Pass Through Trustee shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the financing of such Pre-Funded Aircraft, as specified in such substitute Funding Notice, shall take place on the re-scheduled Funding Date therefor (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements) unless further postponed as provided herein.

     (g) [Intentionally Omitted.]

     (h) [Intentionally Omitted.]

     (i) No Liability for Failure to Purchase Equipment Notes. The Company shall have no liability for the failure of any Pass Through Trustee to purchase Equipment Notes with respect to any Pre-Funded Aircraft.

     (j) Withdrawals Limited to Available Deposits. Anything herein to the contrary notwithstanding, the Company shall not have the right, and shall not be entitled, at any time to request the issuance of Series A Equipment Notes or Series B Equipment

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Notes in respect of the Pre-Funded Aircraft to the Class A Pass Through Trustee or the Class B Pass Through Trustee, respectively, in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the applicable Deposit Agreement.

     (k) Notice of Event of Loss.

     (i) In the case of any 2001-1 Aircraft, if, prior to the date on which such 2001-1 Aircraft is subjected to a financing in the manner provided herein, an event has occurred and is continuing that constitutes an Event of Loss (as defined in (x) if at the time of the occurrence of such event such 2001-1 Aircraft was subject to an Existing Financing, the security agreement to which such 2001-1 Aircraft was then subject in connection with such Existing Financing or (y) if at the time of the occurrence of such event such 2001-1 Aircraft was not subject to an Existing Financing, the form of the Indenture annexed hereto, as such form is modified from time to time in accordance with the terms hereof) with respect to such 2001-1 Aircraft or that would constitute such an Event of Loss but for the requirement that notice be given or time elapse or both, the Company will as promptly as practicable (and, in any event, within 15 days after the occurrence of the relevant Event of Loss) give notice of such event to each Pass Through Trustee and the Subordination Agent and instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate (as defined in the applicable Escrow and Paying Agent Agreement) together with a relevant Notice of Event of Loss Withdrawal (as defined in the applicable Escrow and Paying Agent Agreement).

     (ii) In the case of any Unencumbered Aircraft, if, prior to the date on which such Unencumbered Aircraft is subjected to a financing in the manner provided herein, an event has occurred and is continuing that constitutes an Event of Loss (as defined in the form of the Indenture annexed hereto, as such form is modified from time to time in accordance with the terms hereof) with respect to such Unencumbered Aircraft or that would constitute such an Event of Loss but for the requirement that notice be given or time elapse or both, the Company will as promptly as practicable (and, in any event, within 15 days after the occurrence of the relevant Event of Loss) give notice of such event to each Pass Through Trustee and the Subordination Agent and instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate (as defined in the applicable Escrow and Paying Agent Agreement) together with a relevant Notice of Event of Loss Withdrawal (as defined in the applicable Escrow and Paying Agent Agreement).

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          SECTION 2. Conditions Precedent. The obligation of each of the Pass Through Trustees to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement relating to any Pre-Funded Aircraft as directed pursuant to a Funding Notice and to perform its obligations thereunder is subject to satisfaction of the following conditions:

     (a) no Triggering Event shall have occurred;

     (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d), the Company shall have delivered a certificate to each Pass Through Trustee and each Liquidity Provider stating that (i) such Participation Agreement and the other Financing Agreements to be entered into pursuant to such Participation Agreement comply with the Required Terms and (ii) if any substantive modifications of such Financing Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement have been made, (x) such substantive modifications do not materially and adversely affect the holders of the Class A Certificates, the holders of the Class B Certificates or any Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the Company has obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency with respect to such modifications, and such certification shall be true and correct;

     (c) such Pass Through Trustee shall not have received any notice pursuant to Section 1(k) of a relevant event with respect to such Pre-Funded Aircraft; and

     (d) with respect to each 2001-1 Aircraft, such Pass Through Trustee shall have received evidence that the lien of the applicable Existing Financing has been terminated with respect to such 2001-1 Aircraft and the filing of a release with the FAA and the filing of Uniform Commercial Code termination statements, and, if applicable, the registration of a discharge of any International Interest (as defined in the Indenture Form) registered on the International Registry (as defined in the Indenture Form), in each case with respect to such lien.

Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to purchase Equipment Notes hereunder shall terminate on the Cut-Off Date.

     SECTION 3. Representations and Warranties.

     (a) Representations and Warranties of the Company. The Company represents and warrants that:

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     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

     (ii) Authorization; No Conflicts. The execution and delivery by the Company of this Note Purchase Agreement and the performance by the Company of its obligations under this Note Purchase Agreement have been duly authorized by the Company and will not violate its Certificate of Incorporation or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. This Note Purchase Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

     (b) Representations and Warranties of U.S. Bank. U.S. Bank represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. U.S. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

     (ii) Due Authorization; No Conflicts. The execution and delivery by U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of its obligations under this Note Purchase

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Agreement have been duly authorized by U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. This Note Purchase Agreement constitutes the legal, valid and binding obligations of U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

          (c) Representations and Warranties of Pass Through Trustee. Each Pass Through Trustee hereby confirms to each of the other parties hereto that its representations and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of the applicable Trust Supplement are true and correct as of the Class B Issuance Date.

          (d) Representations and Warranties of the Subordination Agent. The Subordination Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Subordination Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it is or will be a party and to perform its obligations under this Note Purchase Agreement and each Financing Agreement to which it is or will be a party;

     (ii) Due Authorization; Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by the Subordination Agent; this Note Purchase Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;

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     (iii) Compliance with Laws; No Conflicts. None of the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent or contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

     (iv) No Governmental Consents. Neither the execution and delivery by the Subordination Agent of this Note Purchase Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers;

     (v) Certain Tax Matters. There are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement or the Intercreditor Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); and

     (vi) No Proceedings. There are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Note Purchase Agreement.

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     (e) Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement, each Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the “Escrow Agent Agreements”) and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements;

     (ii) Due Authorization; No Conflicts. The execution and delivery by the Escrow Agent of each of the Escrow Agent Agreements and the performance by the Escrow Agent of its obligations hereunder and thereunder have been duly authorized by the Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. Each of the Escrow Agent Agreements constitutes the legal, valid and binding obligations of the Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

          (f) Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Paying Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Escrow and Paying Agent Agreement (collectively, the “Paying Agent Agreements”) and to carry out the obligations of the Paying Agent under each of the Paying Agent Agreements;

     (ii) Due Authorization; No Conflicts. The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly

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14

authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. Each of the Paying Agent Agreements constitutes the legal, valid and binding obligations of the Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

     SECTION 4. Covenants.

     (a) Covenants of the Company.

     (i) Maintenance of Corporate Existence. Subject to, and except as contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the Company shall at all times maintain its corporate existence.

     (ii) Maintenance of Status as Certificated Air Carrier; Section 1110. The Company shall, for as long as and to the extent required under Section 1110 in order that the Loan Trustee shall be entitled to any of the benefits of Section 1110 with respect to the Aircraft, remain a Certificated Air Carrier.

     (iii) Merger, Consolidation, Acquisition of the Company. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement containing the express assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of this Note Purchase Agreement to be performed or observed by the Company. Upon any such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note Purchase Agreement with the same effect as if such successor Person had been named as the Company herein.

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15

     (iv) Notice of Occurrence of Cut-Off Date. The Company agrees to provide written notice to each of the parties hereto of the occurrence of the Cut-Off Date no later than one Business Day after the date thereof.

     (v) Refinancing of Series B Equipment Notes. The Company shall not redeem any Series B Equipment Notes and issue new Series B Equipment Notes under any Indenture, unless new Series B Equipment Notes shall be issued under all (and not less than all) of the Indentures and the Company shall have obtained a Rating Agency Confirmation with respect to the Class A Certificates in connection with such redemption and issuance; and any such redemption and issuance shall be subject to the terms of Section 8.01(c) of the Intercreditor Agreement. If any new Series B Equipment Notes are to be so issued, the Class B Pass Through Trustee shall execute and deliver an instrument by which the Class B Pass Through Trustee becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the Participation Agreement Form) and any other Operative Agreements as may be necessary or desirable to give effect to such redemption of Series B Equipment Notes and issuance of any such new Series B Equipment Notes and the issuance of pass through certificates by any pass through trust that acquires any such new Series B Equipment Notes and to make changes relating to any of the foregoing (including, without limitation, to provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such new Series B Equipment Notes (including, without limitation, to provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify such credit support as a “Liquidity Facility” and the “Class B Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and the “Class B Liquidity Provider” and, if the Class B Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust)).

     (vi) Certain Reports to Subordination Agent. Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default shall be continuing, the Company shall, at the Subordination Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the following information with respect to each Aircraft then subject to the lien of an Indenture: (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft, and (C) the location of the Engines (as defined in the respective Indentures to which such Aircraft are subject). As used in this Section 4(a)(vi), the terms “Triggering Event”, “Indenture Event of Default”

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16

and “Regular Distribution Date” have the respective meanings set forth in the Intercreditor Agreement.

(b) Covenants by U.S. Bank.

     (i) Status as Citizen of the United States. U.S. Bank, in its individual capacity, covenants with each of the other parties to this Note Purchase Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon U.S. Bank giving any such notice, U.S. Bank shall, subject to Section 8.01 of any Indenture then entered into, resign as Loan Trustee in respect of such Indenture.

     (ii) Situs of Activity. Except with the consent of the Company, which shall not be unreasonably withheld: (A) U.S. Bank will act as Pass Through Trustee solely through its offices within the State of Delaware, except for such services as may be performed for it by independent agents in the ordinary course of business, but not directly by it, in other states; and (B) U.S. Bank will act as Subordination Agent solely through its offices within the Commonwealth of Massachusetts, except for such services as may be performed by it by independent agents acting in the ordinary course of business, but not directly by it, in other states.

     (c) [Intentionally Omitted].

     (d) Covenants by the Class B Pass Through Trustee. On or prior to the Class B Issuance Date, the Class B Pass Through Trustee shall have provided a completed and executed copy of IRS Form W-9 to each of the Company, the Subordination Agent, the Class B Liquidity Provider, the Escrow Agent, the Paying Agent and the Depositary.

     SECTION 5. Depositary Downgrade and Replacement of Depositary.

     (a) Depositary Downgrade and Option to Replace. If (1) the Depositary’s Short-Term Rating issued by a Rating Agency is downgraded below P-1 by Moody’s or A-1+ by Standard & Poor’s, as applicable (each such minimum rating, a “Depositary Threshold Rating”), or (2) the Company, in its sole discretion, gives written notice to the Depositary of the Company’s election that the Depositary be replaced, the Company shall, within 30 days after such event occurring, cause the Depositary to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

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17

     (b) [Intentionally Omitted.]

     (c) Terms and Preconditions for Replacement of Depositary.

     (i) Minimum Credit Ratings; Confirmation from Ratings Agency. Any Replacement Depositary may either be (x) one that meets the Depositary Threshold Ratings or (y) one that does not meet the Depositary Threshold Ratings, so long as, in the case of either of the immediately preceding clauses (x) and (y), the Company shall have obtained a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with the replacement of the Depositary with such Replacement Depositary.

     (ii) Certain Fees and Expenses. The Company shall pay all fees, expenses and other amounts then owing to the replaced Depositary. The Company shall also pay (x) any up-front fee of the Replacement Depositary and (y) all out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties hereto (including, without limitation, all amounts payable to the Rating Agencies) incurred in connection with such replacement.

     (iii) Replacement Deposit Agreements; Opinions and Other Closing Requirements. The Company shall cause the Replacement Depositary to enter into a Replacement Deposit Agreement for each of the Class A Certificates and the Class B Certificates with the Escrow Agent (and the Escrow Agent agrees to enter into any such Replacement Deposit Agreement upon request of the Company) and shall cause the Replacement Depositary to deliver to the Company and each Rating Agency legal opinions and other closing documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being replaced.

     (d) Withdrawal Certificate and Notice of Replacement Withdrawal. Upon satisfaction of the conditions set forth in Section 5(c), the Company shall instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the Escrow and Paying Agent Agreements).

     (e) Amendments to Documents. Each of the parties hereto agrees, at the Company’s request, to enter into any amendments to this Note Purchase Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the

Amended and Restated Note Purchase Agreement
2010-2B EETC

18

     Replacement Depositary and the replacement of the Deposit Agreements with the Replacement Deposit Agreements.

     (f) Effect of Replacement. Until the execution and delivery of the Replacement Deposit Agreements, the Deposit Agreements with the Depositary being replaced shall remain in full force and effect. Upon the execution and delivery of the Replacement Deposit Agreements, the Replacement Depositary shall be deemed to be the Depositary under the Deposit Agreements with all of the rights and obligations of the Depositary hereunder and under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed to be the Deposit Agreements hereunder and under the other Operative Agreements.

          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in writing, and given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) to the relevant party hereto at the address or facsimile number set forth below the signature of such party at the foot of this Note Purchase Agreement or to such other address or facsimile number as such party may hereafter specify by notice to the other parties.

          SECTION 7. [Intentionally Omitted.]

          SECTION 8. Further Assurances. Each party hereto shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Note Purchase Agreement.

          SECTION 9. Miscellaneous.

     (a) Survival of Representations and Covenants. Provided that the transactions contemplated hereby have been consummated, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent and each Pass Through Trustee, and the Company’s, the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and each Pass Through Trustee’s obligations under any and all thereof, shall

Amended and Restated Note Purchase Agreement
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19

survive the expiration or other termination of this Note Purchase Agreement and the other agreements referred to herein.

     (b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This Note Purchase Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Note Purchase Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such counterparts together shall constitute one instrument. Neither this Note Purchase Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Table of Contents to this Note Purchase Agreement and the headings of the various Sections and Subsections of this Note Purchase Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Note Purchase Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent Agreements and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement.

     (c) Benefits of Agreement. This Note Purchase Agreement is not intended to, and shall not, provide any Person not a party hereto (other than the Underwriters and the Depositary as a beneficiary of Section 5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the Underwriters and the Depositary as a beneficiary of Section 5(c)(ii) hereof) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Note Purchase Agreement. To the extent that this Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to the Depositary with respect to Section 5(c)(ii) hereof, such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim.

     (d) Acknowledgment. Each of the parties hereto acknowledges and agrees that this Amended and Restated Note Purchase Agreement shall constitute the “Note Purchase Agreement” for all purposes of the Operative Agreements.

          SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,

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2010-2B EETC

20

VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

[Signature Pages Follow.]

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21

          IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer

Address:	1030 Delta Boulevard
	Atlanta, Georgia 30354
	Ref.: Delta Air Lines 2010-2 EETC Attention: Treasurer Telephone: (404) 715-6583 Facsimile: (404) 773-7345

Signature Page

Amended and Restated Note Purchase Agreement
2010-2B EETC

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Pass Through Trustee
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Address:	300 Delaware Avenue, 9th Floor
	Mail Code EX-DE-WDAW Wilmington, Delaware 19801
	Attention: Corporate Trust Services Ref.: Delta Air Lines 2010-2 EETC Telephone: (302) 576-3703 Facsimile: (302) 576-3717

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Address:	One Federal Street, 3rd Floor
	Mail Code EX-MA-FED
	Boston, Massachusetts 02110 Attention: Corporate Trust Services Ref.: Delta Air Lines 2010-2 EETC Telephone: (617) 603-6553 Facsimile: (617) 603-6683

Signature Page

Amended and Restated Note Purchase Agreement
2010-2B EETC

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Escrow Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Address:	One Federal Street, 3rd Floor
	Boston, Massachusetts 02110 Attention: Corporate Trust Services Ref.: Delta Air Lines 2010-2 EETC Telephone: (617) 603-6553 Facsimile: (617) 603-6683

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Paying Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Address:	One Federal Street, 3rd Floor
	Mail Code EX-MA-FED Boston, Massachusetts 02110
	Attention: Corporate Trust Services Ref.: Delta Air Lines 2010-2 EETC Telephone: (617) 603-6553 Facsimile: (617) 603-6683

Signature Page

Amended and Restated Note Purchase Agreement
2010-2B EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT

2001-1 AIRCRAFT AND EXISTING FINANCINGS, UNENCUMBERED AIRCRAFT AND FUNDED AIRCRAFT

Part One — 2001-1 Aircraft and Existing Financings

			Airframe Model				Engine Model
	U.S.		(including generic				(including generic
	Registration	Airframe	manufacturer and	Airframe			manufacturer and
No.	No.	Manufacturer	model)	MSN		Engine Manufacturer	model)	Existing Financing
1.	N3731T	Boeing	737-832 (BOEING 737-800)		30775	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)	2001-1 EETC Financing
2.	N3732J	Boeing	737-832 (BOEING 737-800)		30380	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)	2001-1 EETC Financing
3.	N3733Z	Boeing	737-832 (BOEING 737-800)		30539	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)	2001-1 EETC Financing
4.	N3734B	Boeing	737-832 (BOEING 737-800)		30776	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)	2001-1 EETC Financing
5.	N3735D	Boeing	737-832 (BOEING 737-800)		30381	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)	2001-1 EETC Financing
6.	N3736C	Boeing	737-832 (BOEING 737-800)		30540	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)	2001-1 EETC Financing
7.	N6716C	Boeing	757-232 (BOEING 757-200)		30838	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)	2001-1 EETC Financing
8.	N1608	Boeing	767-332ER (BOEING 767-300)		30573	General Electric	CF6-80C2B6F (GE CF6-80C2)	2001-1 EETC Financing
9.	N1609	Boeing	767-332ER (BOEING 767-300)		30574	General Electric	CF6-80C2B6F (GE CF6-80C2)	2001-1 EETC Financing
10.	N1610D	Boeing	767-332ER (BOEING 767-300)		30594	General Electric	CF6-80C2B6F (GE CF6-80C2)	2001-1 EETC Financing

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. I - 1

SCHEDULE I to
NOTE PURCHASE AGREEMENT

2001-1 AIRCRAFT AND EXISTING FINANCINGS, UNENCUMBERED AIRCRAFT AND FUNDED AIRCRAFT

Part Two — Unencumbered Aircraft

			Airframe Model				Engine Model
	U.S.		(including generic				(including generic
	Registration	Airframe	manufacturer and	Airframe			manufacturer and
No.	No.	Manufacturer	model)	MSN		Engine Manufacturer	model)
1.	N544US	Boeing	757-251 (BOEING 757-200)		26491	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)
2.	N545US	Boeing	757-251 (BOEING 757-200)		26492	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)
3.	N546US	Boeing	757-251 (BOEING 757-200)		26493	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)
4.	N547US	Boeing	757-251 (BOEING 757-200)		26494	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)
5.	N548US	Boeing	757-251 (BOEING 757-200)		26495	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)
6.	N549US	Boeing	757-251 (BOEING 757-200)		26496	Pratt & Whitney	PW2037 (PRATT & WHITNEY PW2037)

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. I - 2

SCHEDULE I to
NOTE PURCHASE AGREEMENT

2001-1 AIRCRAFT AND EXISTING FINANCINGS, UNENCUMBERED AIRCRAFT AND FUNDED AIRCRAFT

Part Three — Funded Aircraft

			Airframe Model
	U.S.		(including generic
	Registration	Airframe	manufacturer and	Airframe			Engine Model
No.	No.	Manufacturer	model)	MSN		Engine Manufacturer	(including generic manufacturer and model)
1.	N591NW	Boeing	757-351 (BOEING 757-300)		32991	Pratt & Whitney	PW2040 (PRATT & WHITNEY PW2040)
2.	N592NW	Boeing	757-351 (BOEING 757-300)		32992	Pratt & Whitney	PW2040 (PRATT & WHITNEY PW2040)
3.	N593NW	Boeing	757-351 (BOEING 757-300)		32993	Pratt & Whitney	PW2040 (PRATT & WHITNEY PW2040)
4.	N378NW	Airbus	A320-211 (AIRBUS A320)		2092	CFM International, Inc.	CFM56-5A1 (CFM CFM56-5A)
5.	N811NW	Airbus	A330-323 (AIRBUS A330)		0690	Pratt & Whitney	PW4168A (PRATT & WHITNEY PW4000 100)
6.	N917DN	McDonnell Douglas	MD-90-30 (McDONNELL DOUGLAS MD-90-30)		53552	International Aero Engines	V2528-D5 (INTERNATIONAL AERO ENGINES V2500-D5)
7.	N918DH	McDonnell Douglas	MD-90-30 (McDONNELL DOUGLAS MD-90-30)		53576	International Aero Engines	V2528-D5 (INTERNATIONAL AERO ENGINES V2500-D5)
8.	N919DN	McDonnell Douglas	MD-90-30 (McDONNELL DOUGLAS MD-90-30)		53553	International Aero Engines	V2528-D5 (INTERNATIONAL AERO ENGINES V2500-D5)
9.	N308DE	Boeing	737-732 (BOEING 737-700)		29656	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)
10.	N310DE	Boeing	737-732 (BOEING 737-700)		29665	CFM International, Inc.	CFM56-7B24 (CFM CFM56-7)
11.	N708DN	Boeing	777-232LR (BOEING 777-200)		39254	General Electric	GE90-110B1L2 (GE GE90-110B1)
12.	N853NW	Airbus	A330-223 (AIRBUS A330)		0618	Pratt & Whitney	PW4168A (PRATT & WHITNEY PW4000 100)

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. I - 3

SCHEDULE II to
NOTE PURCHASE AGREEMENT

TRUST SUPPLEMENTS

Class A Trust Supplement: Trust Supplement No. 2010-2A, dated as of the Class A Issuance Date, between the Company and the Pass Through Trustee in respect of the Delta Air Lines Pass Through Trust, Series 2010-2A.

Class B Trust Supplement: Trust Supplement No. 2010-2B, dated as of the Class B Issuance Date, between the Company and the Pass Through Trustee in respect of the Delta Air Lines Pass Through Trust, Series 2010-2B.

Amended and Restated Note Purchase Agreement
2010-2B EETC

SCHEDULE III to
NOTE PURCHASE AGREEMENT

REQUIRED TERMS

Equipment Notes

Obligor: The Company

Maximum Principal Amount:

The original principal amount and amortization schedule of the Series A Equipment Notes and the Series B Equipment Notes issued with respect to a Pre-Funded Aircraft shall be as set forth in the following tables:

PRINCIPAL AMOUNTS OF EQUIPMENT NOTES

	Series A Principal		Series B Principal
Aircraft	Amount		Amount		Total
N3731T	$	13,567,000	$	3,819,000	$	17,386,000
N3732J		13,563,000		3,818,000		17,381,000
N3733Z		13,622,000		3,835,000		17,457,000
N3734B		13,504,000		3,802,000		17,306,000
N3735D		13,526,000		3,808,000		17,334,000
N3736C		13,678,000		3,851,000		17,529,000
N544US		8,315,000		2,575,000		10,890,000
N545US		8,435,000		2,612,000		11,047,000
N546US		8,330,000		2,580,000		10,910,000
N547US		8,495,000		2,631,000		11,126,000
N548US		8,510,000		2,635,000		11,145,000
N549US		8,520,000		2,638,000		11,158,000
N6716C		10,690,000		3,010,000		13,700,000
N1608		20,311,000		5,718,000		26,029,000
N1609		20,372,000		5,735,000		26,107,000
N1610D		20,355,000		5,730,000		26,085,000

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-1

AMORTIZATION SCHEDULES

Series A Equipment Notes
Boeing 737-832
N3731T

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078942	%
November 23, 2012		4.50264613	%
May 23, 2013		4.39814255	%
November 23, 2013		4.72327707	%
May 23, 2014		4.74945824	%
November 23, 2014		4.62184713	%
May 23, 2015		4.75246554	%
November 23, 2015		4.64227906	%
May 23, 2016		4.58939338	%
November 23, 2016		4.53558635	%
May 23, 2017		4.60572713	%
November 23, 2017		4.66100096	%
May 23, 2018		10.04738704	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 737-832
N3731T

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-2

Series A Equipment Notes
Boeing 737-832
N3732J

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078817	%
November 23, 2012		4.50264691	%
May 23, 2013		4.39814200	%
November 23, 2013		4.72327656	%
May 23, 2014		4.74946546	%
November 23, 2014		4.62183883	%
May 23, 2015		4.75246627	%
November 23, 2015		4.64227678	%
May 23, 2016		4.58939763	%
November 23, 2016		4.53558210	%
May 23, 2017		4.60572882	%
November 23, 2017		4.66100420	%
May 23, 2018		10.04738627	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 737-832
N3732J

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 737-832
N3733Z

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078990	%
November 23, 2012		4.50264278	%
May 23, 2013		4.39814271	%
November 23, 2013		4.72327852	%
May 23, 2014		4.74946410	%
November 23, 2014		4.62183967	%
May 23, 2015		4.75246660	%
November 23, 2015		4.64227720	%
May 23, 2016		4.58939950	%
November 23, 2016		4.53558215	%
May 23, 2017		4.60572603	%
November 23, 2017		4.66100426	%
May 23, 2018		10.04738658	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-3

Series B Equipment Notes
Boeing 737-832
N3733Z

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 737-832
N3734B

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078643	%
November 23, 2012		4.50264366	%
May 23, 2013		4.39814870	%
November 23, 2013		4.72327459	%
May 23, 2014		4.74945942	%
November 23, 2014		4.62184538	%
May 23, 2015		4.75246594	%
November 23, 2015		4.64227636	%
May 23, 2016		4.58940314	%
November 23, 2016		4.53558205	%
May 23, 2017		4.60572423	%
November 23, 2017		4.66100415	%
May 23, 2018		10.04738596	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 737-832
N3734B

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-4

|

Series A Equipment Notes
Boeing 737-832
N3735D

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078959	%
November 23, 2012		4.50264675	%
May 23, 2013		4.39814431	%
November 23, 2013		4.72327370	%
May 23, 2014		4.74946030	%
November 23, 2014		4.62183942	%
May 23, 2015		4.75246932	%
November 23, 2015		4.64228153	%
May 23, 2016		4.58939820	%
November 23, 2016		4.53557593	%
May 23, 2017		4.60572971	%
November 23, 2017		4.66100104	%
May 23, 2018		10.04739021	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 737-832
N3735D

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-5

Series A Equipment Notes
Boeing 737-832
N3736C

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078520	%
November 23, 2012		4.50264659	%
May 23, 2013		4.39814300	%
November 23, 2013		4.72327826	%
May 23, 2014		4.74945899	%
November 23, 2014		4.62184530	%
May 23, 2015		4.75247112	%
November 23, 2015		4.64227226	%
May 23, 2016		4.58939903	%
November 23, 2016		4.53558269	%
May 23, 2017		4.60572452	%
November 23, 2017		4.66100307	%
May 23, 2018		10.04738997	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 737-832
N3736C

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-251
N544US

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2011		6.00000000	%
November 23, 2011		6.00000000	%
May 23, 2012		7.00000000	%
November 23, 2012		5.00000000	%
May 23, 2013		6.00000000	%
November 23, 2013		5.00000000	%
May 23, 2014		6.00000000	%
November 23, 2014		5.00000000	%
May 23, 2015		5.50000000	%
November 23, 2015		6.50000000	%
May 23, 2016		7.00000000	%
November 23, 2016		35.00000000	%

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-6

Series B Equipment Notes
Boeing 757-251
N544US

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-251
N545US

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2011		6.00000000	%
November 23, 2011		6.00000000	%
May 23, 2012		7.00000000	%
November 23, 2012		5.00000000	%
May 23, 2013		6.00000000	%
November 23, 2013		5.00000000	%
May 23, 2014		6.00000000	%
November 23, 2014		5.00000000	%
May 23, 2015		5.50000000	%
November 23, 2015		6.50000000	%
May 23, 2016		7.00000000	%
November 23, 2016		35.00000000	%

Series B Equipment Notes
Boeing 757-251
N545US

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-251
N546US

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-7

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2011		6.00000000	%
November 23, 2011		6.00000000	%
May 23, 2012		7.00000000	%
November 23, 2012		5.00000000	%
May 23, 2013		6.00000000	%
November 23, 2013		5.00000000	%
May 23, 2014		6.00000000	%
November 23, 2014		5.00000000	%
May 23, 2015		5.50000000	%
November 23, 2015		6.50000000	%
May 23, 2016		7.00000000	%
November 23, 2016		35.00000000	%

Series B Equipment Notes
Boeing 757-251
N546US

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-251
N547US

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2011		6.00000000	%
November 23, 2011		6.00000000	%
May 23, 2012		7.00000000	%
November 23, 2012		5.00000000	%
May 23, 2013		6.00000000	%
November 23, 2013		5.00000000	%
May 23, 2014		6.00000000	%
November 23, 2014		5.00000000	%
May 23, 2015		5.50000000	%
November 23, 2015		6.50000000	%
May 23, 2016		7.00000000	%
November 23, 2016		35.00000000	%

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-8

Series B Equipment Notes
Boeing 757-251
N547US

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-251
N548US

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2011		6.00000000	%
November 23, 2011		6.00000000	%
May 23, 2012		7.00000000	%
November 23, 2012		5.00000000	%
May 23, 2013		6.00000000	%
November 23, 2013		5.00000000	%
May 23, 2014		6.00000000	%
November 23, 2014		5.00000000	%
May 23, 2015		5.50000000	%
November 23, 2015		6.50000000	%
May 23, 2016		7.00000000	%
November 23, 2016		35.00000000	%

Series B Equipment Notes
Boeing 757-251
N548US

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-251
N549US

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-9

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2011		6.00000000	%
November 23, 2011		6.00000000	%
May 23, 2012		7.00000000	%
November 23, 2012		5.00000000	%
May 23, 2013		6.00000000	%
November 23, 2013		5.00000000	%
May 23, 2014		6.00000000	%
November 23, 2014		5.00000000	%
May 23, 2015		5.50000000	%
November 23, 2015		6.50000000	%
May 23, 2016		7.00000000	%
November 23, 2016		35.00000000	%

Series B Equipment Notes
Boeing 757-251
N549US

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 757-232
N6716C

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078578	%
November 23, 2012		4.50264733	%
May 23, 2013		4.39814780	%
November 23, 2013		4.72327409	%
May 23, 2014		4.74945744	%
November 23, 2014		4.62184284	%
May 23, 2015		4.75246960	%
November 23, 2015		4.64228251	%
May 23, 2016		4.58939196	%
November 23, 2016		4.53558466	%
May 23, 2017		4.60572498	%
November 23, 2017		4.66100094	%
May 23, 2018		10.04739008	%

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-10

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 757-232
N6716C

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 767-332ER
N1608

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078923	%
November 23, 2012		4.50264389	%
May 23, 2013		4.39814386	%
November 23, 2013		4.72327803	%
May 23, 2014		4.74946088	%
November 23, 2014		4.62184038	%
May 23, 2015		4.75246911	%
November 23, 2015		4.64227758	%
May 23, 2016		4.58939491	%
November 23, 2016		4.53558663	%
May 23, 2017		4.60572596	%
November 23, 2017		4.66100143	%
May 23, 2018		10.04738811	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 767-332ER
N1608

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-11

Series A Equipment Notes
Boeing 767-332ER
N1609

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078834	%
November 23, 2012		4.50264579	%
May 23, 2013		4.39814451	%
November 23, 2013		4.72327705	%
May 23, 2014		4.74946004	%
November 23, 2014		4.62184371	%
May 23, 2015		4.75246908	%
November 23, 2015		4.64227371	%
May 23, 2016		4.58939721	%
November 23, 2016		4.53558315	%
May 23, 2017		4.60572845	%
November 23, 2017		4.66100039	%
May 23, 2018		10.04738857	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 767-332ER
N1609

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Series A Equipment Notes
Boeing 767-332ER
N1610D

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
November 23, 2011		0.00000000	%
May 23, 2012		1.17078850	%
November 23, 2012		4.50264309	%

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-12

	Percentage of
	Original Principal
	Amount to be
Payment Date	Paid
May 23, 2013		4.39814788	%
November 23, 2013		4.72327684	%
May 23, 2014		4.74945714	%
November 23, 2014		4.62184230	%
May 23, 2015		4.75246868	%
November 23, 2015		4.64227954	%
May 23, 2016		4.58939818	%
November 23, 2016		4.53557848	%
May 23, 2017		4.60572832	%
November 23, 2017		4.66100221	%
May 23, 2018		10.04738885	%
November 23, 2018		3.00000000	%
May 23, 2019		35.00000000	%

Series B Equipment Notes
Boeing 767-332ER
N1610D

The principal amount of each Series B
Equipment Note will be payable in a
single payment on November 23, 2015.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-13

Indenture for Each Pre-Funded Aircraft

Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of Indenture and Security Agreement included as Exhibit C to the Note Purchase Agreement (as such form may be amended, supplemented or otherwise modified from time to time in accordance with terms of the Note Purchase Agreement, the “Indenture Form”)) (x) for Series A (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 4.95% and (y) for Series B (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 6.75%.

Past Due Rate:	The lesser of (a) with respect to (i) any payment made to a Noteholder (as such term is defined in the Indenture Form) under any Series of Equipment Notes relating to such Pre-Funded Aircraft, the Debt Rate then applicable to such Series plus 1% and (ii) any other payment made under any Operative Document (as such term is defined in the Indenture Form) to any other Person, the Debt Rate (as such term is defined in clause (ii) of the definition of “Debt Rate” in the Indenture Form) plus 1% (computed on the basis of a year of 360 days comprised of twelve 30-day months) and (b) the maximum rate permitted by applicable law.
Payment Dates:	May 23 and November 23 commencing with the first such date to occur after the issuance of the Equipment Notes with respect to such Pre-Funded Aircraft.
Make-Whole Amount:	As provided in Article II of the Indenture Form.
Redemption:	As provided in Article II of the Indenture Form.
All-risk hull insurance:	Not less than 110% of the unpaid principal amount of the Equipment Notes relating to such Pre-Funded Aircraft, subject to the Company’s right to self-insure on terms no more favorable to the Company in any material respect than those set forth in Section 7.06 of the Indenture Form.

Participation Agreement for Each Pre-Funded Aircraft

The applicable Loan Trustee, the Subordination Agent, the Liquidity Providers, the Pass Through Trustees and the Escrow Agent shall be indemnified against Claims (as such term is defined in the Participation Agreement Form referred to below) to the extent set forth in Section 4.02 of the form of the Participation Agreement included as Exhibit B to the Note Purchase Agreement (as such form may be amended, supplemented or otherwise modified from time to time in accordance with terms of the Note Purchase Agreement, the “Participation Agreement Form”).

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-14

Prohibited Modifications

1.	The parties may not modify in any material adverse respect the Granting Clause of the Indenture Form so as to deprive the Noteholders or the Related Noteholders (as defined in the Indenture Form) of a first priority security interest in and mortgage lien on the Pre-Funded Aircraft (as defined in the Indenture Form) or, to the extent assigned thereunder, the Warranty Rights (as defined in the Indenture Form) or to eliminate any of the obligations intended to be secured thereby, or otherwise modify in any material adverse respect as regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Indenture Form) the provisions of Article II or Article III, or Sections 7.05(a) or 7.05(b) (insofar as such Sections relate to conditions to “Airframe” and “Engine” replacements), or Sections 4.01, 4.02, 5.02, 9.02, 10.04, 10.11, 10.12 or 10.15 of the Indenture Form or the provisions of the proviso to the second full sentence of Section 7.02(e) of the Indenture Form as regards the rights of the Loan Trustee (as defined in the Indenture Form) thereunder or the definition of “Make-Whole Amount” in Annex A to the Indenture Form.
2.	The parties may not modify in any material adverse respect as regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Participation Agreement Form) the provisions of Sections 3.01(d), 3.01(f)(i), 3.01(r), 4.01(g), 4.01(h), 6.01(e), 6.01(f), 6.02(b), 6.02(c), 6.02(f), 7.03, 7.08 or 7.12 of the Participation Agreement Form, or the first sentence of Section 6.02(c) of the Participation Agreement Form, or the provisions of Sections 3.01(g), (h) or (i) of the Participation Agreement Form so as to eliminate the requirement to deliver to the Noteholders or the Loan Trustee (as defined in the Participation Agreement Form), as the case may be, the legal opinions to be provided to such Persons thereunder (recognizing that the lawyers rendering such opinions may be changed) or otherwise modify the terms of the Participation Agreement Form to deprive the Pass Through Trustees, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Participation Agreement Form) of any indemnity, or right of reimbursement, for Claims in its favor.
3.	Nothing in the two immediately preceding paragraphs shall prohibit any modification of the Indenture Form or the Participation Agreement Form to give effect to the redemption of Series B Equipment Notes and issuance of any new Series B Equipment Notes or the issuance of pass through certificates by any pass through trust that acquires any such new Series B Equipment Notes or to provide for any credit support for any pass through certificates relating to any such new Series B Equipment Notes, as provided in Section 4(a)(v) of the Note Purchase Agreement.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch. III-15

SCHEDULE IV to
NOTE PURCHASE AGREEMENT

INDENTURES, PARTICIPATION AGREEMENTS AND RELATED AMENDMENTS
WITH RESPECT TO FUNDED AIRCRAFT

	Funded Aircraft		First Amendment to		First Amendment to
	(Reg.		Participation	Indenture and	Indenture and
No.	No.)	Participation Agreement	Agreement	Security Agreement	Security Agreement
1.	N591NW	Participation Agreement (N591NW), dated as of December 21, 2010	First Amendment to Participation Agreement (N591NW), dated as of February 14, 2011	Indenture and Security Agreement (N591NW), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N591NW), dated as of February 14, 2011
2.	N592NW	Participation Agreement (N592NW), dated as of December 21, 2010	First Amendment to Participation Agreement (N592NW), dated as of February 14, 2011	Indenture and Security Agreement (N592NW), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N592NW), dated as of February 14, 2011
3.	N593NW	Participation Agreement (N593NW), dated as of December 21, 2010	First Amendment to Participation Agreement (N593NW), dated as of February 14, 2011	Indenture and Security Agreement (N593NW), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N593NW), dated as of February 14, 2011
4.	N378NW	Participation Agreement (N378NW), dated as of December 21, 2010	First Amendment to Participation Agreement (N378NW), dated as of February 14, 2011	Indenture and Security Agreement (N378NW), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N378NW), dated as of February 14, 2011
5.	N811NW	Participation Agreement (N811NW), dated as of December 21, 2010	First Amendment to Participation Agreement (N811NW), dated as of February 14, 2011	Indenture and Security Agreement (N811NW), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N811NW), dated as of February 14, 2011
6.	N917DN	Participation Agreement (N917DN), dated as of December 21, 2010	First Amendment to Participation Agreement (N917DN), dated as of February 14, 2011	Indenture and Security Agreement (N917DN), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N917DN), dated as of February 14, 2011
7.	N918DH	Participation Agreement (N918DH), dated as of December 21, 2010	First Amendment to Participation Agreement (N918DH), dated as of February 14, 2011	Indenture and Security Agreement (N918DH), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N918DH), dated as of February 14, 2011

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch IV-1

	Funded Aircraft		First Amendment to		First Amendment to
	(Reg.		Participation	Indenture and	Indenture and
No.	No.)	Participation Agreement	Agreement	Security Agreement	Security Agreement
8.	N919DN	Participation Agreement (N919DN), dated as of December 21, 2010	First Amendment to Participation Agreement (N919DN), dated as of February 14, 2011	Indenture and Security Agreement (N919DN), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N919DN), dated as of February 14, 2011
9.	N308DE	Participation Agreement (N308DE), dated as of December 21, 2010	First Amendment to Participation Agreement (N308DE), dated as of February 14, 2011	Indenture and Security Agreement (N308DE), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N308DE), dated as of February 14, 2011
10.	N310DE	Participation Agreement (N310DE), dated as of December 21, 2010	First Amendment to Participation Agreement (N310DE), dated as of February 14, 2011	Indenture and Security Agreement (N310DE), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N310DE), dated as of February 14, 2011
11.	N708DN	Participation Agreement (N708DN), dated as of December 21, 2010	First Amendment to Participation Agreement (N708DN), dated as of February 14, 2011	Indenture and Security Agreement (N708DN), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N708DN), dated as of February 14, 2011
12.	N853NW	Participation Agreement (N853NW), dated as of December 21, 2010	First Amendment to Participation Agreement (N853NW), dated as of February 14, 2011	Indenture and Security Agreement (N853NW), dated as of December 21, 2010	First Amendment to Indenture and Security Agreement (N853NW), dated as of February 14, 2011

Amended and Restated Note Purchase Agreement
2010-2B EETC

Sch IV-2

ANNEX A to
NOTE PURCHASE AGREEMENT

DEFINITIONS

     (a) Certain Rules of Construction. Unless the context otherwise requires, the following rules of construction shall apply for all purposes of the Note Purchase Agreement (including this Annex A).

     (i) Singular and Plural. The definitions stated in this Annex A apply equally to both the singular and the plural forms of the terms defined.

     (ii) References to Parts. All references in the Note Purchase Agreement to designated “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Section, Subsection, Schedule, Exhibit, Annex or other subdivision of the Note Purchase Agreement, unless otherwise specifically stated.

     (iii) Reference to the Whole. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to the Note Purchase Agreement as a whole and not to any particular Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

     (iv) Reference to Government. All references in the Note Purchase Agreement to a “government” are to such government and any instrumentality or agency thereof.

     (v) Including Without Limitation. Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”.

     (vi) Notice and Notify. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in Section 6 of the Note Purchase Agreement.

     (vii) Reference to Persons. All references in the Note Purchase Agreement to a Person shall include successors and permitted assigns of such Person.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-1

          (b) Definitions.

          “2001-1 Aircraft” has the meaning set forth in the third recital to the Note Purchase Agreement.

          “2001-1 EETC Financing” has the meaning set forth in the third recital to the Note Purchase Agreement.

          “Aircraft” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

          “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended from time to time, or any successor statutes thereto.

          “Basic Pass Through Trust Agreement” means that certain Pass Through Trust Agreement, dated as of November 16, 2000, between the Company and U.S. Bank (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (but does not include any Trust Supplement).

          “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in New York, New York, Atlanta, Georgia, Boston, Massachusetts, Wilmington, Delaware or, if different from the foregoing, the city and state in which any Loan Trustee, any Pass Through Trustee or the Subordination Agent maintains its Corporate Trust Office or receives and disburses funds.

          “Certificated Air Carrier” means an air carrier holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code 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.

          “Certificates” means the pass through certificates issued by any Pass Through Trust (and any other pass through certificates for which such pass through certificates may be exchanged).

          “Citizen of the United States” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-2

          “Class” means the class of Certificates issued by a Pass Through Trust.

          “Class A Certificates” has the meaning set forth in the seventh recital to the Note Purchase Agreement.

          “Class A Deposit Agreement” has the meaning set forth in the ninth recital to the Note Purchase Agreement.

          “Class A Deposits” has the meaning set forth in the ninth recital to the Note Purchase Agreement.

          “Class A Escrow and Paying Agent Agreement” has the meaning set forth in the ninth recital to the Note Purchase Agreement.

          “Class A Initial Deposits” has the meaning set forth in the ninth recital to the Note Purchase Agreement.

          “Class A Issuance Date” means November 22, 2010.

          “Class A Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

          “Class A Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

          “Class A Pass Through Trust” has the meaning set forth in the seventh recital to the Note Purchase Agreement.

          “Class A Pass Through Trust Agreement” has the meaning set forth in the seventh recital to the Note Purchase Agreement.

          “Class A Pass Through Trustee” means the Pass Through Trustee under the Class A Pass Through Trust.

          “Class A Trust Supplement” means the Trust Supplement with respect to the Class A Pass Through Trust.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-3

          “Class A Underwriters” has the meaning set forth in the eighth recital to the Note Purchase Agreement.

          “Class A Underwriting Agreement” has the meaning set forth in the eighth recital to the Note Purchase Agreement.

          “Class B Certificates” means Certificates issued by any Class B Pass Through Trust (including, without limitation, the Certificates referred to in the fifteenth recital to the Note Purchase Agreement and any “Refinancing Certificates” (as such term is defined in the Intercreditor Agreement)).

          “Class B Deposit Agreement” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

          “Class B Deposits” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

          “Class B Escrow and Paying Agent Agreement” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

          “Class B Initial Deposits” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

          “Class B Issuance Date” means February 14, 2011.

          “Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

          “Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

          “Class B Pass Through Trust” means (i) initially, the grantor trust referred to in the fifteenth recital to the Note Purchase Agreement, and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-4

          “Class B Pass Through Trust Agreement” has the meaning set forth in fifteenth recital to the Note Purchase Agreement.

          “Class B Pass Through Trustee” means the Pass Through Trustee under the Class B Pass Through Trust.

          “Class B Trust Supplement” means the Trust Supplement with respect to the Class B Pass Through Trust.

          “Class B Underwriter” has the meaning set forth in the sixteenth recital to the Note Purchase Agreement.

          “Class B Underwriting Agreement” has the meaning set forth in the sixteenth recital to the Note Purchase Agreement.

          “Company” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

          “Corporate Trust Office” has the meaning set forth in Section 1.01 of the Intercreditor Agreement.

          “Cut-Off Date” means the earlier of:

     (a) the day after the Delivery Period Termination Date; and

     (b) the date on which a Triggering Event occurs.

     “Delivery Period Termination Date” means the earlier of:

     (c) October 31, 2011; and

     (d) the date on which Equipment Notes issued with respect to all of the Pre-Funded Aircraft have been purchased by the Pass Through Trustees in accordance with the Note Purchase Agreement.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-5

          “Deposit Agreements” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement, subject to Section 5(f) of the Note Purchase Agreement.

          “Depositary” means, subject to Section 5(f) of the Note Purchase Agreement, The Bank of New York Mellon, a New York banking corporation.

          “Depositary Threshold Rating” has the meaning set forth in Section 5(a) of the Note Purchase Agreement.

          “Deposits” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

          “Equipment Notes” means and includes any equipment notes issued under any Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Note Purchase Agreement and of such Indenture) and any Equipment Note issued under any such Indenture in exchange for or replacement of any other Equipment Note.

          “Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

          “Escrow Agent Agreements” has the meaning set forth in Section 3(e)(i) of the Note Purchase Agreement.

          “Escrow and Paying Agent Agreements” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

          “Existing Financing” has the meaning set forth in the third recital to the Note Purchase Agreement.

          “FAA” means the United States Federal Aviation Administration and any agency or instrumentality of the United States government succeeding to its functions.

          “Financing Agreements” means, collectively, with respect to any Aircraft, the Participation Agreement, the Indenture and the Equipment Notes issued under such Indenture, in each case relating to such Aircraft.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-6

          “First Amendment to Indenture” means, with respect to each Funded Aircraft, the First Amendment to Indenture listed on Schedule IV relating to such Funded Aircraft.

          “First Amendment to Participation Agreement” means, with respect to each Funded Aircraft, the First Amendment to Participation Agreement listed on Schedule IV relating to such Funded Aircraft.

          “Funded Aircraft” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

          “Funding Date” has the meaning set forth in Section 1(b) of the Note Purchase Agreement.

          “Funding Notice” has the meaning set forth in Section 1(b) of the Note Purchase Agreement.

          “Government Entity” means (a) any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements.

          “holder”, with respect to any Certificate, means the Person in whose name such Certificate is registered in the Register.

          “Indenture” means, with respect to a Funded Aircraft, the Indenture and Security Agreement listed on Schedule IV with respect to such Funded Aircraft and, with respect to a Pre-Funded Aircraft, an indenture and security agreement substantially in the form of the Indenture Form to which such Pre-Funded Aircraft shall have been subjected, in each case as such agreement may be amended, supplemented or otherwise modified from time to time.

          “Indenture Form” has the meaning set forth on Schedule III to the Note Purchase Agreement.

          “Initial Deposits” has the meaning set forth in the seventeenth recital to the Note Purchase Agreement.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-7

          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Class A Issuance Date, among the Class A Pass Through Trustee, the Class A Liquidity Provider and the Subordination Agent, as amended by the Intercreditor Agreement Amendment, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that for purposes of any obligations of the Company, no amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by the Company.

          “Intercreditor Agreement Amendment” has the meaning set forth in the twenty-first recital to the Note Purchase Agreement.

          “Liquidity Facilities” means, collectively, the Class A Liquidity Facility and the Class B Liquidity Facility.

          “Liquidity Providers” means, collectively, the Class A Liquidity Provider and the Class B Liquidity Provider.

          “Loan Trustee” means, with respect to any Aircraft, the “Loan Trustee” as defined in the Financing Agreements in respect of such Aircraft.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Note Purchase Agreement” means the Note Purchase Agreement to which this Annex A is attached.

          “Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the meaning set forth in Section 2.3(a) of such Deposit Agreement.

          “Operative Agreements” means, collectively, each Pass Through Trust Agreement, the Note Purchase Agreement, each Escrow and Paying Agent Agreement, each Deposit Agreement, each Liquidity Facility, the Intercreditor Agreement, the Certificates and, with respect to each Aircraft in respect of which Equipment Notes shall have been issued, the Financing Agreements.

          “Original Note Purchase Agreement” has the meaning set forth in the second recital to the Note Purchase Agreement.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-8

          “Participation Agreement” means, with respect to a Funded Aircraft, the Participation Agreement listed on Schedule IV with respect to such Funded Aircraft and, with respect to a Pre-Funded Aircraft, a participation agreement substantially in the form of the Participation Agreement Form relating to the financing of such Pre-Funded Aircraft, in each case as such agreement may be amended, supplemented or otherwise modified from time to time.

          “Participation Agreement Form” has the meaning set forth on Schedule III to the Note Purchase Agreement.

          “Pass Through Trust” means each of the separate grantor trusts that have been or will be created pursuant to the Pass Through Trust Agreements to facilitate certain of the transactions contemplated by the Operative Agreements.

          “Pass Through Trust Agreement” means each of the Trust Supplements relating to the Pass Through Trusts, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “Pass Through Trustee” means the trustee under each Pass Through Trust Agreement, together with any successor in interest and any successor or other trustee appointed as provided in such Pass Through Trust Agreement.

          “Paying Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

          “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note Purchase Agreement.

          “Person” means any individual, firm, partnership, joint venture, trust, trustee, Government Entity, organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of the same.

          “Pre-Funded Aircraft” has the meaning set forth in the fourth recital to the Note Purchase Agreement.

          “Rating Agencies” means, with respect to any Class of Certificates, collectively, at any time, each nationally recognized rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of Certificates. The initial

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-9

Rating Agencies with respect to the Class A Certificates and the Class B Certificates will be Moody’s and Standard & Poor’s.

          “Rating Agency Confirmation” means, in the case of any action or event that, pursuant to the express terms of the Note Purchase Agreement, requires a “Rating Agency Confirmation” with respect to any Class of Certificates in connection therewith, a written confirmation from each of the Rating Agencies then rating such Class of Certificates to the effect that such action or event would not result in (i) a reduction of the rating for such Class of Certificates by such Rating Agency below the then current rating for such Class of Certificates issued by such Rating Agency (before the downgrading of such rating, if any, as a result of the downgrading of the Depositary below the applicable Depositary Threshold Rating, if applicable) or (ii) a withdrawal or suspension of the rating of such Class of Certificates by such Rating Agency.

          “Register” means, with respect to the Class A Certificates, the register maintained pursuant to Sections 3.04 and 7.12 of the Basic Pass Through Trust Agreement with respect to the Class A Pass Through Trust and, with respect to the Class B Certificates, the register maintained pursuant to Section 7.12 of the Basic Pass Through Trust Agreement and Section 9.03 of the Class B Trust Supplement with respect to the Class B Pass Through Trust.

          “Replacement Deposit Agreement” means, for each Class of Certificates, a deposit agreement substantially in the form of the replaced Deposit Agreement for such Class of Certificates as shall permit the Rating Agencies to issue a Rating Agency Confirmation with respect to such Class of Certificates in connection with the replacement of the Depositary with the Replacement Depositary party to such deposit agreement.

          “Replacement Depositary” has the meaning set forth in Section 5(a) of the Note Purchase Agreement.

          “Required Terms” means the provisions set forth on Schedule III to the Note Purchase Agreement.

          “Section 1110” means Section 1110 of the Bankruptcy Code or any successor or analogous Section of the federal bankruptcy law in effect from time to time.

          “Series A Equipment Notes” means Equipment Notes issued under an Indenture and designated as “Series A” thereunder.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-10

          “Series B Equipment Notes” means Equipment Notes issued under an Indenture and designated as “Series B” thereunder.

          “Short-Term Rating” means, for any entity, (a) in the case of Moody’s, the short-term unsecured debt rating of such entity, and (b) in the case of Standard & Poor’s, the short-term issuer credit rating of such entity.

          “Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

          “Subordination Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

          “Taxes” means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto.

          “Taxing Authority” means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof.

          “Triggering Event” has the meaning assigned to such term in the Intercreditor Agreement.

          “Trust Supplements” means (i) those certain agreements supplemental to the Basic Pass Through Trust Agreement referred to in Schedule II to the Note Purchase Agreement and (ii) in the case of any Class B Certificates, if issued in connection with any subsequent redemption of any Series B Equipment Notes and issuance of new Series B Equipment Notes, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate trust is created for the benefit of the holders of such Class B Certificates, (b) the issuance of such Class B Certificates representing fractional undivided interests in the Class B Pass Trough Trust is authorized and (c) the terms of such Class B Certificates are established.

          “Underwriters” has the meaning set forth in the sixteenth recital to the Note Purchase Agreement.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-11

          “Underwriting Agreement” has the meaning set forth in the sixteenth recital to the Note Purchase Agreement.

          “Unencumbered Aircraft” has the meaning set forth in the fourth recital to the Note Purchase Agreement.

          “United States” means the United States of America.

          “U.S. Bank” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

Annex A to
Amended and Restated Note Purchase Agreement
2010-2B EETC

A-12

EXHIBIT A to
NOTE PURCHASE AGREEMENT

FORM OF FUNDING NOTICE

FUNDING NOTICE

Dated as of [__________]

To each of the addressees listed
      in Schedule A hereto

Re:	Funding Notice in accordance with Note Purchase
	Agreement referred to below

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement, dated as of February 14, 2011, among Delta Air Lines, Inc. (the “Company”), U.S Bank Trust National Association, as Class A Pass Through Trustee (as defined therein) (the “Class A Pass Through Trustee”) and Class B Pass Through Trustee (as defined therein) (the “Class B Pass Through Trustee”), U.S. Bank Trust National Association, as Subordination Agent (the “Subordination Agent”), U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”), and U.S. Bank Trust National Association, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement.

     Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the aircraft described in Schedule B hereto (the “Aircraft”), of the following:

(1)	The Funding Date of the Aircraft shall be [_________];
(2)	The Equipment Notes to be issued in respect of the Aircraft are described in Schedule C hereto, and the aggregate amount of each series of Equipment Notes to be issued, and purchased by the respective Pass Through Trustees referred to below (each, a “Pass Through Trustee”), on the Funding Date, in connection with the financing of such Aircraft is as follows:

(a) the Class A Pass Through Trustee shall purchase Series A Equipment Notes in the amount of $[__________]; and

Amended and Restated Note Purchase Agreement
2010-2B EETC

(b) the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the amount of $[__________].

     The Company hereby instructs the Class A Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A-1 hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

     The Company hereby instructs the Class B Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated as of [___________] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A-2 hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.

     The Company hereby instructs each Pass Through Trustee to (i) purchase the Equipment Notes of the related series in an amount set forth with respect to such Pass Through Trustee in clause (2) above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes.

     The Company hereby instructs each Pass Through Trustee to (a) enter into the Participation Agreement (N[____]) dated as of [__________] among the Company and U.S. Bank Trust National Association, as Loan Trustee, Subordination Agent and each Pass Through Trustee, substantially in the form previously provided, (b) perform its obligations thereunder and (c) deliver such certificates, documents and legal opinions relating to such Pass Through Trustee as are required thereby.

Yours faithfully,

Delta Air Lines, Inc.

By:
	Name:
	Title:

Amended and Restated Note Purchase Agreement
2010-2B EETC

Schedule A to
Funding Notice

U.S. Bank Trust National Association, as
     Pass Through Trustee
300 Delaware Avenue, 9^th Floor
Mail Code EX-DE-WDAW
Wilmington, Delaware 19801
Attention: Corporate Trust Services
Reference: Delta Air Lines 2010-2 EETC
Telephone: (302) 576-3703
Facsimile: (302) 576-3717

U.S. Bank Trust National Association, as
     Subordination Agent and Paying Agent
One Federal Street, 3^rd Floor
Mail Code EX-MA-FED
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Reference: Delta Air Lines 2010-2 EETC
Telephone: (617) 603-6553
Facsimile: (617) 603-6683

U.S. Bank National Association, as
     Escrow Agent
One Federal Street, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Reference: Delta Air Lines 2010-2 EETC
Telephone: (617) 603-6553
Facsimile: (617) 603-6683

The Bank of New York Mellon, as
      Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2 EETC
Telephone: (212) 815-4812
Facsimile: (212) 815-5704

Standard & Poor’s Ratings Services
55 Water Street, 35th Floor
New York, New York 10004
Attention: Betsy Snyder
Reference: Delta Air Lines 2010-2 EETC
Telephone: (212) 438-7811
Facsimile: (212) 438-7820

Amended and Restated Note Purchase Agreement
2010-2B EETC

Moody’s Investors Service, Inc.
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
Attention: Jonathan Root, Vice President — Senior Analyst
     Airlines, Municipal Solid Waste, Shipping Sectors
Reference: Delta Air Lines 2010-2 EETC
Telephone: (212) 553-1672
Facsimile: (212) 298-6481

Amended and Restated Note Purchase Agreement
2010-2B EETC

Schedule B to
Funding Notice

Aircraft

One Boeing [Model] aircraft bearing U.S. Registration Mark ________ and manufacturer’s serial number ____ together with two [Engine Manufacturer and Model] engines bearing manufacturer’s serial numbers _____ and ____.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Schedule C to
Funding Notice

Equipment Notes

Relevant Pass	Series of Equipment		Original Principal
Through Trustee	Notes	Equipment Note No.	Amount
Class A Pass Through Trustee	Series 2010-2A-N _____	No. A-__	$ ___________
Class B Pass Through Trustee	Series 2010-2B-N____	No. B-__	$ ___________

Amended and Restated Note Purchase Agreement
2010-2B EETC

Annex A to
Funding Notice

WITHDRAWAL CERTIFICATE
(Class [A][B])

U.S. Bank National Association,
as Escrow Agent
One Federal Street, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Reference: Delta Air Lines 2010-2 EETC
Telephone: (617) 603-6553
Facsimile: (617) 603-6683

Ladies and Gentlemen:

          Reference is made to the Escrow and Paying Agent Agreement (Class [A][B]), dated as of [November 22, 2010] [February 14, 2011] (the “Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at The Bank of New York Mellon, as Depositary, 101 Barclay Street, Floor 8W, New York, New York 10286, attention: Corporate Finance, Mary Miselis, Vice President, Reference: Delta Air Lines 2010-2 EETC, telephone: (212) 815-4812, facsimile: (212) 815-5704.

          Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

Very truly yours, U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Pass Through Trustee
By:
	Name:
	Title:

Dated: As of [__________ __, 20__]

Amended and Restated Note Purchase Agreement
2010-2B EETC

Exhibit A-1 to
Funding Notice

NOTICE OF PURCHASE WITHDRAWAL

The Bank of New York Mellon,
as Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2A EETC
Telephone: (212) 815-4812
Telecopier: (212) 815-5704

Ladies and Gentlemen:

          Reference is made to the Deposit Agreement (Class A) dated as of November 22, 2010 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).

          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air Lines, Inc. at [          ]] [the Pass Through Trustee at [          ]]¹ on [_________], 20___, upon the telephonic request of a representative of the Pass Through Trustee.

U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent
By
	Name:
	Title:

Dated: As of [__________ __, 20___]

¹ If there are any excess amounts that would need to be re-deposited pursuant to the applicable Funding Notice, the account to be specified here should be that of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Delta.

Amended and Restated Note Purchase Agreement
2010-2B EETC

Exhibit A-2 to
Funding Notice

NOTICE OF PURCHASE WITHDRAWAL

The Bank of New York Mellon,
as Depositary
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Finance, Mary Miselis, Vice President
Reference: Delta Air Lines 2010-2B EETC
Telephone: (212) 815-4812
Telecopier: (212) 815-5704

Ladies and Gentlemen:

          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (the “Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).

          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air Lines, Inc. at [          ]] [the Pass Through Trustee at U.S. Bank Trust National Association, Wilmington, Delaware, [          ]]² on [_________], 20___, upon the telephonic request of a representative of the Pass Through Trustee.

U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent
By
	Name:
	Title:

Dated: As of [__________ __, 20___]

² If there are any excess amounts that would need to be re-deposited pursuant to the applicable Funding Notice, the account to be specified here should be that of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Delta.

Amended and Restated Note Purchase Agreement
2010-2B EETC

EXHIBIT B to
NOTE PURCHASE AGREEMENT

FORM OF PARTICIPATION AGREEMENT

[Filed separately as Exhibit 4.9]

Amended and Restated Note Purchase Agreement
2010-2B EETC

EXHIBIT C to
NOTE PURCHASE AGREEMENT

FORM OF INDENTURE

[Filed separately as Exhibit 4.10]

Amended and Restated Note Purchase Agreement
2010-2B EETC

EX-4.9

Exhibit 4.9

Exhibit B to Note Purchase Agreement

PARTICIPATION AGREEMENT
([Reg. No.])

Dated as of __________, 20__¹

among

DELTA AIR LINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
Pass Through Trust Agreements,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Subordination Agent,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Loan Trustee,

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
in its individual capacity as set forth herein

*

One Boeing [Model]

¹ To insert the relevant Closing Date.

Participation Agreement (2010-2 EETC)
[Reg. No.]

TABLE OF CONTENTS
(continued)

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(Generic Manufacturer and Model BOEING [Generic Model]) Aircraft
U.S. Registration No. [Reg. No.]

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TABLE OF CONTENTS

	Page
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions		2
Section 1.02. Other Definitional Provisions		2
ARTICLE 2
THE LOANS
Section 2.01. The Loans		3
Section 2.02. Issuance of Equipment Notes		3
Section 2.03. The Closing		3
ARTICLE 3
CONDITIONS PRECEDENT
Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees		4
Section 3.02. Conditions Precedent to Obligations of Company		8
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF COMPANY
Section 4.01. Representations and Warranties of Company		10
Section 4.02. General Indemnity		13
ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK
Section 5.01. Representations, Warranties and Covenants of U.S. Bank		19
ARTICLE 6
OTHER COVENANTS AND AGREEMENTS
Section 6.01. Other Agreements		23
Section 6.02. Certain Covenants of Company		26

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TABLE OF CONTENTS
(continued)

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ARTICLE 7
MISCELLANEOUS
Section 7.01. Notices		29
Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements		30
Section 7.03. Governing Law		30
Section 7.04. Severability		31
Section 7.05. No Oral Modifications or Continuing Waivers; Consents		31
Section 7.06. Effect of Headings and Table of Contents		31
Section 7.07. Successors and Assigns		31
Section 7.08. Benefits of Agreement		31
Section 7.09. Counterparts		31
Section 7.10. Submission to Jurisdiction		32
Section 7.11. Further Assurances		32
Section 7.12. Section 1110		32

Schedule I	-	Equipment Notes, Purchasers and Original Principal Amounts
Schedule II	-	Trust Supplements
Exhibit A-1	-	Form of Opinion of Counsel for Company
Exhibit A-2	-	Form of Opinion of Debevoise & Plimpton LLP, special counsel for Company
Exhibit B	-	Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and U.S. Bank
Exhibit C	-	Form of Opinion of Special FAA Counsel
Exhibit D	-	Form of Manufacturer’s Consent
Exhibit E-1	-	Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees
Exhibit E-2	-	Form of Opinion of Special Delaware UCC Counsel for Company
Annex A	-	Definitions

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PARTICIPATION AGREEMENT
([REG. NO.])

     This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of __________, 20__², is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

WITNESSETH:

     WHEREAS, Company is the owner of that certain Boeing Model [Model] aircraft more particularly described in the Indenture Supplement originally executed and delivered under the Indenture;

     WHEREAS, concurrently with the execution and delivery of this Agreement, Company and Loan Trustee are entering into the Indenture, pursuant to which, among other things, Company will issue two separate series of Equipment Notes, which Equipment Notes are to be secured by a security interest in all right, title and interest of Company in and to the Aircraft and certain other property described in the Indenture;

     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements set forth in Schedule II, the Pass Through Trusts were created and the Pass Through Certificates issued and sold;

     WHEREAS, pursuant to the Intercreditor Agreement, Subordination Agent will hold the Equipment Notes on behalf of the Pass Through Trusts;

² To insert the relevant Closing Date.

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     NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

     Section 1.01. Definitions. For the purposes of this Agreement, unless the context otherwise requires, capitalized terms used but not defined herein shall have the respective meanings set forth or incorporated by reference in Annex A.

     Section 1.02. Other Definitional Provisions. (a) The definitions stated herein and in Annex A apply equally to both the singular and the plural forms of the terms defined.

     (b) All references in this Agreement to designated “Articles”, “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision of this Agreement, unless otherwise specifically stated.

     (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

     (d) All references in this Agreement to a “government” are to such government and any instrumentality or agency thereof.

     (e) Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”.

     (f) All references in this Agreement to a Person shall include successors and permitted assigns of such Person.

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ARTICLE 2

THE LOANS

     Section 2.01. The Loans. Subject to the terms and conditions of this Agreement and the Indenture, on the Closing Date, Pass Through Trustee for each Pass Through Trust shall make a loan to Company by paying to Company the aggregate original principal amounts of the Equipment Notes being issued to such Pass Through Trust as set forth on Schedule I opposite the name of such Pass Through Trust. Pass Through Trustees, on behalf of the Pass Through Trusts, shall make such loans to Company no later than 11:00 a.m. (New York City time) on the Closing Date by transferring such amount in immediately available funds to Company at its account at [                   ], with the request that the bank advise Company by telephone at (404) 715-2046 upon transfer of the funds.

     Section 2.02. Issuance of Equipment Notes. Upon the occurrence of the above payments by Pass Through Trustee for each Pass Through Trust to Company, Company shall issue, pursuant to and in accordance with Article II of the Indenture, to Subordination Agent as agent and trustee for Pass Through Trustee for each Pass Through Trust, one or more Equipment Notes of the maturity and aggregate principal amount and bearing the interest rate set forth in Schedule I opposite the name of such Pass Through Trust. Each such Equipment Note shall be duly authenticated by Loan Trustee pursuant to the Indenture, registered in the name of Subordination Agent and dated the Closing Date and shall be delivered by Loan Trustee to Subordination Agent. In addition, subject to Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement, Company shall have the option to redeem, from time to time, all but not less than all of the Series B Equipment Notes and to issue under the Indenture new Series B Equipment Notes with the same Series B designation as, but with terms that may differ from those of, the redeemed Series B Equipment Notes. If new Series B Equipment Notes are issued in connection with such redemption, each Noteholder of such new Series B Equipment Notes shall be deemed to be a party hereto without further act, and shall be entitled to execute, and at the request of Company shall execute, a counterpart to this Agreement.

     Section 2.03. The Closing. The closing (the “Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 at 9:30 a.m. (New York City time) on __________, 20__ or at such other time or place as the parties shall agree.

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ARTICLE 3

CONDITIONS PRECEDENT

     Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:

     (a) Authentication. Company shall have tendered the Equipment Notes to Loan Trustee for authentication, and Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to Subordination Agent on behalf of the applicable Pass Through Trustee, against receipt of the loan proceeds, in accordance with Section 2.02.

     (b) No Changes in Law. No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.

     (c) Documentation. This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Pass Through Trustees or Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:

     (i) the Intercreditor Agreement;

     (ii) the Liquidity Facilities;

     (iii) the Pass Through Trust Agreements;

     (iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;

     (v) the Manufacturer’s Consent;

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     (vi) a copy of the FAA Bill of Sale; and

     (vii) a copy of the Warranty Bill of Sale.

     (d) Financing Statement. A Uniform Commercial Code financing statement or statements covering the security interest created by the Indenture naming Company, as debtor, and Loan Trustee, as secured party, shall have been duly filed in all places necessary or desirable within the State of Delaware.

     (e) Certain Closing Certificates. Each Pass Through Trustee shall have received the following:

     (i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of Company, certifying as to (A) a copy of the resolutions of the Board of Directors of Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by Company of this Agreement and the Indenture and each other document required to be executed and delivered by Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of Company, as in effect on the Closing Date;

     (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of Company in such state;

     (iii) an incumbency certificate of Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and

     (iv) one or more certificates of Loan Trustee and Subordination Agent certifying to the reasonable satisfaction of Pass Through Trustees as to the due authorization, execution, delivery and performance by Loan Trustee and Subordination Agent of each of the Operative Documents to which Loan Trustee or Subordination Agent is or will be a party and any other documents to be executed by or on behalf of Loan Trustee or

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Subordination Agent in connection with the transactions contemplated hereby or thereby.

     (f) Representations; No Event of Default or Event of Loss. On the Closing Date, the following statements shall be correct: (i) the representations and warranties of Company herein are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice be given or time elapse or both.

     (g) Opinion of Counsel to Company. Each Pass Through Trustee and Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel, Deputy General Counsel or an Associate General Counsel of Company (or such other internal counsel to Company as shall be reasonably satisfactory to Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) an opinion addressed to it from Debevoise & Plimpton LLP substantially in the form set forth in Exhibit A-2.

     (h) Opinion of Counsel to U.S. Bank, Loan Trustee, Pass Through Trustees and Subordination Agent. Each Pass Through Trustee and Loan Trustee shall have received an opinion addressed to it from Shipman & Goodwin LLP, special counsel for U.S. Bank, Loan Trustee, Pass Through Trustees and Subordination Agent, substantially in the form set forth in Exhibit B.

     (i) Opinion of FAA Counsel. Each Pass Through Trustee and Loan Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, substantially in the form set forth in Exhibit C.

     (j) Certification from Company. Each Pass Through Trustee and Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).

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     (k) Certification from U.S. Bank, Loan Trustee and Subordination Agent. Each Pass Through Trustee shall have received a certificate from U.S. Bank in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of U.S. Bank in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.

     (l) [Reserved.]

     (m) Insurance Matters. Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

     (n) No Proceedings. No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.

     (o) Funding of Pass Through Trusts. Each Pass Through Trustee shall have received in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from Company by such Pass Through Trustee.

     (p) Manufacturer’s Consent. Loan Trustee shall have received an executed copy of the Manufacturer’s Consent substantially in the form set forth in Exhibit D.

     (q) Governmental Approvals. All appropriate action required to have been taken prior to the Closing Date by the FAA or any governmental or political agency, subdivision or instrumentality of the United States, in connection with the transactions contemplated by this Agreement has been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities

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required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement have been issued.

     (r) Satisfaction of Requirements under the Note Purchase Agreement. The conditions precedent set forth in Section 2 of the Note Purchase Agreement, and the requirements set forth in Section 1 of the Note Purchase Agreement relating to the Aircraft and the Equipment Notes, shall have been satisfied.

     Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code and the receipt of appropriate and correct recording information from the FAA, Company will cause Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma to deliver to Subordination Agent, to Pass Through Trustees, to Loan Trustee and to Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.

     Section 3.02. Conditions Precedent to Obligations of Company. The obligation of Company to issue and sell the Equipment Notes is subject to the fulfillment (or waiver by Company) prior to or on the Closing Date of the following conditions precedent:

     (a) No Changes in Law. No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for Company to enter into any transaction contemplated by the Operative Documents, the Note Purchase Agreement or the other Pass Through Documents.

     (b) Documentation. The documents referred to in Section 3.01(c) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Company), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to Company, and Company shall have received such documents and evidence with respect to U.S. Bank, each Liquidity Provider, Loan Trustee, Subordination Agent and each Pass Through Trustee as Company reasonably requests in order to establish the consummation of the transactions contemplated by this Agreement, the taking of all corporate and other proceedings in connection therewith and compliance with the conditions herein set forth.

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     (c) FAA Filing. The Indenture (with the Indenture Supplement covering the Aircraft attached) shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code. The registration of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement with respect to the Aircraft) shall have been effected on the International Registry in accordance with the Cape Town Treaty.

     (d) Representations and Warranties. On the Closing Date, the representations and warranties herein of U.S. Bank, Loan Trustee, Subordination Agent and Pass Through Trustees shall be correct as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been correct on and as of such earlier date), and, insofar as such representations and warranties concern U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee, such party shall have so certified to Company.

     (e) Certain Opinions and Certificates. Company shall have received each opinion referred to in Sections 3.01(h) and 3.01(i), each such opinion addressed to Company or accompanied by a letter from the counsel rendering such opinion authorizing Company to rely on such opinion as if it were addressed to Company, and the certificates referred to in Sections 3.01(e)(iv) and 3.01(k).

     (f) Certain Opinion of Special Delaware Counsel. Company shall have received opinions addressed to it from Richards, Layton & Finger P.A., special Delaware counsel for Pass Through Trustees, substantially in the forms set forth in Exhibit E-1, as to tax matters, and Exhibit E-2, as to UCC matters.

     (g) No Proceedings. No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.

     (h) No Other Party Liens, etc. Company shall have received a certificate from U.S. Bank dated the Closing Date, signed by an authorized officer of U.S. Bank, certifying for each Pass Through Trustee that no Other Party Liens

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attributable to it exist and further certifying as to the correctness of each of the matters stated in Section 5.01.

     (i) Payment for Equipment Notes. Company shall have been paid by each Pass Through Trustee the aggregate original principal amount of the Equipment Notes being issued to such Pass Through Trustee as set forth on Schedule I opposite the name of such Pass Through Trust.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF COMPANY

     Section 4.01. Representations and Warranties of Company. Company represents and warrants that:

     (a) Organization; Authority; Qualification. Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

     (b) Corporate Action and Authorization; No Violations. The execution, delivery and performance by Company of this Agreement and the other Operative Documents to which Company is a party have been duly authorized by all necessary corporate action on the part of Company, do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of Company, except such as have been duly obtained and are in full force and effect, and do not contravene any law, governmental rule, regulation, judgment or order binding on Company or the certificate of incorporation or by-laws of Company or contravene or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Indenture) upon the property of Company under, any material indenture, mortgage, contract or other agreement to which Company is a party or by which it or any of its properties may be bound or affected.

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     (c) Governmental Approvals. Neither the execution and delivery by Company of this Agreement and the other Operative Documents to which it is a party, nor the consummation by Company of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, the Department of Transportation, the FAA or any other federal or state governmental authority or agency, or the International Registry, except for (i) the registration of the issuance and sale of the Pass Through Certificates under the Securities Act and under the securities laws of any state or other jurisdiction in which the Pass Through Certificates may be offered for sale if the laws of such state or other jurisdiction require such action, (ii) the qualification of the Pass Through Trust Agreements under the Trust Indenture Act, (iii) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over Company’s ownership or operation of the Aircraft required to be obtained on or prior to the Closing Date, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained and are, or on the Closing Date will be, in full force and effect, (iv) the filings and registrations referred to in Section 4.01(e), (v) authorizations, consents, approvals, notices and filings required to be obtained, taken, given or made under securities or Blue Sky or similar laws of the various states and foreign jurisdictions and (vi) consents, approvals, notices, registrations and other actions required to be obtained, given, made or taken only after the date hereof.

     (d) Valid and Binding Agreements. This Agreement and each other Operative Document to which Company is a party have been duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable against Company in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except, in the case of the Indenture, as limited by applicable laws that may affect the remedies provided in the Indenture, which laws, however, do not make the remedies provided in the Indenture inadequate for the practical realization of the rights and benefits intended to be provided thereby.

     (e) Filings and Recordation. Except for (i) the filing for recordation pursuant to the Transportation Code of the Indenture (with the Indenture Supplement covering the Aircraft attached), (ii) with respect to the security interests created by such documents, the filing of financing statements (and continuation statements at periodic intervals) under the Uniform Commercial Code of Delaware, and (iii) the registration on the International Registry of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement covering the Aircraft),

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no further filing or recording of any document is necessary under the laws of the United States or any state thereof as of the Closing Date in order to establish and perfect the security interest in the Aircraft created under the Indenture in favor of Loan Trustee as against Company and any third parties in any applicable jurisdiction in the United States.

     (f) Investment Company Act. Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     (g) Title. As of the Closing Date, (i) Company has good title to the Aircraft, free and clear of Liens other than Permitted Liens, (ii) the Aircraft has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of the Indenture, (iii) the Indenture (with the Indenture Supplement covering the Aircraft attached) has been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code, (iv) the Aircraft is duly registered with the FAA in the name of Company, and (v) the registration of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement with respect to the Aircraft) shall have been effected on the International Registry in accordance with the Cape Town Treaty.

     (h) Section 1110. Loan Trustee is entitled to the benefits of Section 1110 with respect to the Aircraft being subjected to the Lien of the Indenture on the Closing Date.

     (i) Security Interest. The Indenture creates in favor of Loan Trustee, for the benefit of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, a valid and perfected Lien on the Aircraft purported to be subjected to the Lien of the Indenture on the Closing Date, subject to no equal or prior Lien, except Permitted Liens.

     (j) Licenses, Permits and Franchises. Company holds all licenses, permits and franchises from the appropriate government entities necessary to authorize Company lawfully to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to so hold any such license, permit or franchise would not have a material adverse effect on the financial condition or operations of Company and its consolidated subsidiaries, taken as a whole.

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     Section 4.02. General Indemnity. (a) Claims Defined. For the purposes of this Section 4.02, “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, incurred by, suffered by or asserted against an Indemnitee, as defined below, and, except as otherwise expressly provided in this Section 4.02, 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) Indemnitee Defined. For the purposes of this Section 4.02, “Indemnitee” means (i) U.S. Bank and Loan Trustee, (ii) each separate or additional trustee appointed pursuant to Section 8.02 of the Indenture, (iii) so long as it holds any Equipment Notes as agent and trustee of any Pass Through Trustee, Subordination Agent (iv) so long as it is the holder of any Equipment Notes, each Pass Through Trustee, (v) each Liquidity Provider, (vi) any Related Noteholder, (vii) the Escrow Agent, (viii) the Paying Agent and (ix) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (the respective agents, servants, officers, employees and directors of each of the foregoing Indemnitees, as applicable, together with such Indemnitee, collectively the “Related Indemnitee Group” of such Indemnitee); provided that such Persons, to the extent they are not signatories to this Agreement, have expressly agreed in writing to be bound by the terms of this Section 4.02 prior to, or concurrently with, the making of a Claim. If any Indemnitee fails to comply with any duty or obligation under this Section 4.02 with respect to any Claim, such Indemnitee shall not be entitled to any indemnity with respect to such Claim under this Section 4.02 to the extent such failure was prejudicial to Company. No holder of a Pass Through Certificate in its capacity as such holder shall be an Indemnitee.

     (c) Claims Indemnified. Subject to the exclusions stated in Section 4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of (a) the Operative Documents or the enforcement of any of the terms of the Operative Documents, (b) the Aircraft, the Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, de-registration, delivery, non-delivery, assignment, abandonment, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including,

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without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by Company, any Permitted Lessee or any other Person, (ii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iii) death or property damage of passengers, shippers or others, and (iv) environmental control, noise or pollution, and (c) the offer, sale or delivery of any Equipment Notes, Pass Through Certificates or any interest therein or represented thereby. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses actually incurred (including, without limitation, reasonable attorney’s fees and disbursements actually incurred and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the transactions contemplated hereby.

     (d) Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02:

     (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture 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 the Indenture following the occurrence and continuance of an Event of Default;

     (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis;

     (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group;

     (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which

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such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto;

     (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee;

     (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 or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security;

     (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of Depositary to pay funds payable by it in accordance with any Deposit Agreement;

     (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 Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are

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expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents;

     (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document;

     (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;

     (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code;

     (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees);

     (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company;

     (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and

     (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment

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Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company of any of its affiliates).

     (e) Insured Claims. In the case of any Claim indemnified by Company hereunder that is covered by a policy of insurance maintained by Company, each Indemnitee agrees to cooperate, at Company’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 Company of any Claim as to which indemnification is sought. The failure to provide such prompt notice shall not release Company from any of its obligations to indemnify hereunder except to the extent that Company is prejudiced by such failure or Company’s indemnification obligations are increased as a result of such failure (in which event Company shall not be responsible for such additional indemnification obligations). Such Indemnitee shall promptly submit to Company all additional information in such Indemnitee’s possession to substantiate such Claim as Company reasonably requests. Subject to the rights of Company’s insurers, Company may, at its sole cost and expense, investigate any Claim, and may in its sole discretion defend or compromise any Claim. At Company’s expense, any Indemnitee shall cooperate with all reasonable requests of Company 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 Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim. Where Company 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 Company 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 Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of outside counsel appointed by Company 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 4.02. Notwithstanding anything to the contrary contained herein, Company 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. Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under any circumstances be required or deemed to be required to contest any

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Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Company will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Company’s control or is reasonably available to Company, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section.

     (g) Subrogation. To the extent that a Claim is in fact paid in full by Company or its insurer, Company 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 Company or such insurer, as the case may be, to permit Company or such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by Company. So long as no Event of Default has occurred and is continuing, if an Indemnitee receives any payment, in whole or in part, from any party other than Company or its insurers with respect to any Claim paid by Company or its insurers, it shall promptly pay over to Company the amount received (but not an amount in excess of the amount Company or any of its insurers has paid in respect of such Claim). Any amount referred to in the preceding sentence that is payable to Company shall not be paid to Company, or, if it has been previously paid directly to Company, shall not be retained by Company, if at the time of such payment an Event of Default has occurred and is continuing, but shall be paid to and held by Loan Trustee as security for the obligations of Company under the Operative Documents. If Company agrees, such amount payable shall be applied against Company’s obligations thereunder when and as they become due and payable. At such time as such Event of Default is no longer continuing, such amount, to the extent not previously so applied against Company’s obligations, shall be paid to Company.

     (h) No Guaranty. Nothing set forth in this Section 4.02 constitutes a guarantee by Company that the Aircraft 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 Company 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 4.02 directly to an Indemnitee or to Company, as the case may be, shall be made in immediately available funds at

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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 7.01. To the extent permitted by applicable law, interest at the Past Due Rate shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 4.02 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 payment made to or for the account of any Indemnitee by Company, or by reason of any Claim of any Indemnitee paid or indemnified against by Company, in each case pursuant to Section 4.02, such Indemnitee realizes a Tax deduction or credit not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Company an amount equal to the sum of (i) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (ii) 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 the amount payable by such Indemnitee pursuant to this sentence shall not exceed the sum of all amounts previously paid by Company to such Indemnitee pursuant to this Section 4.02; provided, further, that any such excess shall be carried forward and applied to reduce pro tanto any subsequent obligations of Company to make payments to such Indemnitee pursuant to Section 4.02. If such Tax deduction or credit is subsequently disallowed or lost, upon written notice from the Indemnitee Company shall promptly repay all amounts paid to it pursuant to this Section 4.02(j) in respect of such disallowed or lost deduction or credit. If, at the time an amount would otherwise be payable to Company under this Section 4.02(j), any Event of Default shall have occurred and be continuing, such amount shall be held by the relevant Indemnitee as security for the obligations of Company under the Operative Documents. At such time as no Event of Default is continuing, such amount or portion thereof shall be applied to offset Company’s outstanding obligations under the Operative Documents and any remaining amount after such application shall be paid to Company.

ARTICLE 5

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK

     Section 5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank, generally, and each of Loan Trustee, Subordination Agent and Pass Through Trustee as it relates to it, represents, warrants and covenants that:

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     (a) Organization; Authority. U.S. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States, is eligible to be Loan Trustee under Section 8.01(a) of the Indenture, will promptly comply with Section 8.01(a) of the Indenture and has full power, authority and legal right to enter into and perform its obligations under each of the Operative Documents and the Pass Through Documents to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party and, in its capacity as Loan Trustee and Pass Through Trustee, respectively, to authenticate the Equipment Notes and the Pass Through Certificates, respectively. U.S. Bank is qualified to act as Loan Trustee under Section 8.01(c) of the Indenture. U.S. Bank is a Citizen of the United States (without the use of a voting trust agreement), and will resign as Loan Trustee under the Indenture promptly after it obtains actual knowledge that it has ceased to be such a Citizen of the United States.

     (b) Due Authorization; No Violations. The execution, delivery and performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date, the Class A Issuance Date or the Class B Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or delivered on the Class A Issuance Date or the Class B Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. Bank, Loan Trustee, Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank is located and which governs the banking and trust powers of U.S. Bank or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association or by-laws of U.S. Bank and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

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     (c) Approvals. Neither the execution and delivery by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, any other Operative Document or any Pass Through Document to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party, nor the consummation by U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, (i) any governmental authority or agency of the United States or the state of the United States where U.S. Bank is located and regulating the banking and trust powers of U.S. Bank or (ii) any trustee or other holder of any debt of U.S. Bank.

     (d) Valid and Binding Agreements. This Agreement, each other Operative Document and each Pass Through Document to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party have been duly executed and delivered by U.S. Bank, individually and in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, and constitute the legal, valid and binding obligations of U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

     (e) No Loan Trustee Liens or Other Party Liens. It unconditionally agrees with and for the benefit of the parties to this Agreement that it will not directly or indirectly create, incur, assume or suffer to exist any Loan Trustee Lien or Other Party Lien attributable to it, and it agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy in full any such Lien.

     (f) Intercreditor Agreement. The Equipment Notes to be issued to Subordination Agent pursuant hereto are being acquired by it to be held under the Intercreditor Agreement.

     (g) Funds Transfer Fees. Each of U.S. Bank, Loan Trustee, Subordination Agent and each Pass Through Trustee agrees that it will not impose any lifting charge, cable charge, remittance charge or any other charge or fee on any transfer by Company of funds to, through or by U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee pursuant to this Agreement,

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any other Operative Document or any Pass Through Document, except as may be otherwise agreed to in writing by Company.

     (h) Confidentiality. Each of U.S. Bank, Loan Trustee, Subordination Agent and each Pass Through Trustee agrees to be bound by the terms of Section 10.16 of the Indenture.

     (i) Certain Tax Matters. There are no Taxes payable by (i) U.S. Bank, Loan Trustee or Subordination Agent imposed by the Commonwealth of Massachusetts or any political subdivision or taxing authority thereof, or (ii) U.S. Bank or Pass Through Trustees imposed by the State of Delaware or any political subdivision or taxing authority thereof, in connection with the execution, delivery or performance by U.S. Bank, Loan Trustee or Subordination Agent on the one hand, or U.S. Bank or any Pass Through Trustee, on the other, of any Operative Document or any Pass Through Document (other than franchise or other taxes based on or measured by any fees or compensation received by any such Person for services rendered in connection with the transactions contemplated by the Operative Documents or the Pass Through Documents), and there are no Taxes payable by any Pass Through Trustee imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by such Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by such Pass Through Trustee for services rendered in connection with the transactions contemplated by the Operative Documents or the Pass Through Documents) and, assuming that the Pass Through Trusts will not be taxable for Federal income tax purposes as corporations, but, rather, will be characterized for such purposes as grantor trusts or partnerships, the Pass Through Trusts will not be subject to any Taxes imposed by the State of Delaware or any political subdivision thereof.

     (j) Limitation on Situs of Activities. Except with the consent of Company, which shall not be unreasonably withheld: (i) U.S. Bank will act as Pass Through Trustee solely through its offices within the State of Delaware, except for such services as may be performed for it by independent agents in the ordinary course of business, but not directly by it, in other states; and (ii) U.S. Bank will act as Subordination Agent and Loan Trustee solely through its offices within the Commonwealth of Massachusetts, except for such services as may be performed for it by independent agents in the ordinary course of business, but not directly by it, in other states.

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     (k) No Proceedings. There are no pending or, to its knowledge, threatened actions or proceedings against U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee to perform its obligations under any Operative Document or any Pass Through Document.

     (l) Other Representations. The representations and warranties contained in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust Supplement are true, complete and correct as of the Closing Date.

ARTICLE 6

OTHER COVENANTS AND AGREEMENTS

     Section 6.01. Other Agreements. (a) Fees and Expenses. Company agrees promptly to pay (without duplication of any other obligation Company may have to pay such amounts) (1) the initial and annual fees and (to the extent Loan Trustee is entitled to be reimbursed for its reasonable expenses) the reasonable expenses of Loan Trustee in connection with the transactions contemplated hereby and (2) the following expenses incurred by Loan Trustee, Subordination Agent and Pass Through Trustees in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents or instruments referred to herein or therein:

     (i) the reasonable fees, expenses and disbursements of (A) Shipman & Goodwin LLP, special counsel for Loan Trustee, Subordination Agent and Pass Through Trustees, (B) Richards, Layton & Finger, P.A., special Delaware counsel for Pass Through Trustees and Company, and (C) Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, in each case to the extent actually incurred; and

     (ii) all reasonable expenses actually incurred in connection with printing and document production or reproduction expenses, and in connection with the filing of Uniform Commercial Code financing statements.

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     (b) Continuing Registration and Re-Registration. Loan Trustee, Noteholders, Subordination Agent and each Pass Through Trustee agree to execute and deliver, at Company’s expense, all such documents and consents as Company reasonably requests for the purpose of continuing the registration of the Aircraft at the FAA in Company’s name or for the purpose of registering or maintaining any registration on the International Registry in respect of the Aircraft. In addition, each of Loan Trustee, Subordination Agent, each Pass Through Trustee and any other Noteholder agrees, for the benefit of Company, to cooperate with Company in effecting any foreign registration of the Aircraft pursuant to Section 7.02(e) of the Indenture; provided that prior to any such change in the country of registry of the Aircraft the conditions set forth in Section 7.02(e) of the Indenture are met to the reasonable satisfaction of, or waived by, Loan Trustee.

     (c) Quiet Enjoyment. Each of U.S. Bank, Loan Trustee, Subordination Agent, each Pass Through Trustee, any other Noteholder, Class A Liquidity Provider (by having entered into the Class A Liquidity Facility) and Class B Liquidity Provider (by having entered into the Class B Liquidity Facility) agrees that, unless an Event of Default shall have occurred and be continuing, it shall not (and shall not permit any Affiliate or other Person claiming by, through or under it to) take any action contrary to, or otherwise in any way interfere with or disturb (and then only in accordance with the Indenture), the quiet enjoyment of the use and possession of the Aircraft, the Airframe, any Engine or any Part by Company or any transferee of any interest in any thereof permitted under the Indenture.

     (d) No Noteholder Liens. Each Noteholder, including, without limitation, Subordination Agent and each Pass Through Trustee, unconditionally agrees with and for the benefit of the parties to this Agreement that it will not directly or indirectly create, incur, assume or suffer to exist any Noteholder Liens, and such Noteholder agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy in full any such Noteholder Lien; and each Noteholder hereby agrees to indemnify, protect, defend and hold harmless each Indemnitee and Company against claims in any way resulting from or arising out of a breach by it of its obligations under this Section 6.01(d).

     (e) Agreement to be Bound; Transfer. By its acceptance of its Equipment Notes, each Noteholder unconditionally agrees for the benefit of Company and Loan Trustee: (i) to be bound by and to perform and comply with all of the terms of such Equipment Notes, the Indenture and this Agreement

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applicable to such Noteholder and (ii) that it will not transfer any Equipment Note (or any part thereof) to any entity unless such transfer complies with and does not violate the Transportation Code, the Securities Act (or require registration under such Act) or any other law (including, without limitation, ERISA), and does not create a relationship that would be in violation thereof, or result in a “prohibited transaction” under Section 4975 of the Code or require qualification of an indenture under the Trust Indenture Act.

     (f) Tax Returns. Each Pass Through Trustee shall file any tax returns required to be filed by the related Pass Through Trust and the Company shall pay the Applicable Portion of any expenses relating thereto. The Company shall be responsible for the Applicable Portion of any interest or penalties related to any Pass Through Trustee’s failure to file any such tax returns required to be filed by the relevant Pass Through Trust, except to the extent that such failure is attributable to the gross negligence or willful misconduct of such Pass Through Trustee. For purposes of this Section 6.01(f), the “Applicable Portion” of any amount shall equal such amount multiplied by a fraction, the numerator of which shall be the sum of the then outstanding aggregate principal amount of the Equipment Notes held by the relevant Pass Through Trustee, and the denominator of which shall be the sum of the outstanding aggregate principal amount of all “Equipment Notes” issued under each of the “Indentures” (in each case as defined in the Intercreditor Agreement) held by such Pass Through Trustee.

     (g) No Petition. Each of Company, Loan Trustee, each Pass Through Trustee, Subordination Agent and any other Noteholder covenants that (i) until one year and one day after the Series A Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the Class A Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against the Class A Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Class A Pass Through Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Class A Pass Through Trust and (ii) until one year and one day after the Series B Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the Class B Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against the Class B Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Class B

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Pass Through Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Class B Pass Through Trust.

     Section 6.02. Certain Covenants of Company. Company covenants and agrees with Loan Trustee as follows:

     (a) Further Assurances. On and after the Closing, Company will cause to be done, executed, acknowledged and delivered such further acts, conveyances and assurances as Loan Trustee reasonably requests for accomplishing the purposes of this Agreement and the other Operative Documents; provided that any instrument or other document so executed by Company will not expand any obligations or limit any rights of Company in respect of the transactions contemplated by the Operative Documents.

     (b) Filing and Recordation of the Indenture; Registration of International Interests. Company, at its expense, will cause the Indenture (with the Indenture Supplement covering the Aircraft attached) to be promptly filed and recorded, or filed for recording, with the FAA to the extent permitted under the Transportation Code and the rules and regulations of the FAA thereunder. In addition, on or prior to the Closing Date, Company will cause the registration of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement with respect to the Aircraft) to be effected on the International Registry in accordance with the Cape Town Treaty, and shall, as and to the extent applicable, consent to such registration upon the issuance of a request for such consent by the International Registry.

     (c) Maintenance of Filings. Company, at its expense, will take, or cause to be taken, such action with respect to the recording, filing, re-recording and refiling of the Indenture and any financing statements or other instruments as are necessary to maintain, so long as the Indenture is in effect, the perfection of the security interests created by the Indenture or will furnish Loan Trustee timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable Loan Trustee to take such action. In addition, Company will pay any and all recording, stamp and other similar taxes payable in the United States, and in any other jurisdiction where the Aircraft is registered, in connection with the execution, delivery, recording, filing, re-recording and refiling of the Indenture or any such financing statements or other instruments. Company will notify Loan Trustee of any change in its jurisdiction of organization (as such term is used in Article 9 of the Uniform

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Commercial Code as in effect in the State of Delaware) promptly after making such change or in any event within the period of time necessary under applicable law to prevent the lapse of perfection (absent refiling) of financing statements filed under the Operative Documents.

     (d) Maintenance of Corporate Existence. Company shall at all times maintain its corporate existence except as permitted by Section 6.02(e).

     (e) Merger; Consolidation; Transfer of Substantially All Assets. Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless:

     (i) the successor or transferee entity shall, if and to the extent required under Section 1110 in order that Loan Trustee continues to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to Loan Trustee an agreement containing the express assumption by such successor or transferee entity of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which Company is a party to be performed or observed by Company;

     (ii) if the Aircraft is, at the time, registered with the FAA or such Person is located in a “Contracting State” (as such term is used in the Cape Town Treaty), such Person makes such filings and recordings with the FAA pursuant to the Act and registration under the Cape Town Treaty, or if the Aircraft is, at the time, not registered with the FAA, such Person makes such filings and recordings with the applicable aviation authority, as are necessary to evidence such consolidation, merger, conveyance, transfer or lease;

     (iii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and

     (iv) Company shall deliver to Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of Company, and an opinion of counsel (which may be the General Counsel, Deputy General Counsel or an Associate General Counsel to Company), each stating that such consolidation, merger, conveyance, transfer or lease and the

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assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein relating to such transaction have been complied with (except that such opinion need not cover the matters referred to in clause (iii) above and may rely, as to factual matters, on a certificate of an officer of Company) and, in the case of such opinion, that such assumption agreement has been duly authorized, executed and delivered by such successor Person and is enforceable against such successor Person in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

     Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Company as an entirety in accordance with this Section 6.02(e), the successor Person formed by such consolidation or into which Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Company under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as Company herein.

     (f) Section 1110. Company shall remain a Certificated Air Carrier for as long as and to the extent required under Section 1110 in order that Loan Trustee shall be entitled to any of the benefits of Section 1110 with respect to the Aircraft.

     (g) Additional Information. Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default shall be continuing, Company will, at the Subordination Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the following information with respect to the Aircraft if then subject to the lien of the Indenture: (A) whether the Aircraft is currently in service or parked in storage, (B) the maintenance status of the Aircraft, and (C) the location of the Engines. As used in this Section 6.02(g), the terms “Triggering Event”, “Indenture Event of Default” and “Regular Distribution Date” shall have the respective meanings set forth in the Intercreditor Agreement.

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ARTICLE 7

MISCELLANEOUS

     Section 7.01. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or facsimile, and any such notice shall be effective when delivered (or, if mailed, three Business Days after deposit, postage prepaid, in the first class United States mail, and if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) addressed as follows:

if to Company, addressed to:

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
Attention: Treasurer, Dept. 856

Telephone: (404) 715-6583
Facsimile: (404) 773-7345

with a copy to the General Counsel at the same address, but Dept. 971

Telephone: (404) 715-7820
Facsimile: (404) 715-7882

if to any Pass Through Trustee, addressed to:

U.S. Bank Trust National Association
300 Delaware Avenue, 9^th Floor
Mail Code EX-DE-WDAW
Wilmington, Delaware 19801
Attention: Corporate Trust Services
Ref.: Delta 2010-2 EETC
Telephone: (302) 576-3703
Facsimile: (302) 576-3717

with a copy to:

U.S. Bank Trust National Association

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One Federal Street
EX-MA-FED, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Ref.: Delta 2010-2 EETC
Telephone: (617) 603-6553
Facsimile: (617) 603-6683

if to U.S. Bank, Loan Trustee or Subordination Agent, addressed to:

U.S. Bank Trust National Association
One Federal Street, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Administration
Ref.: Delta 2010-2 EETC
Telephone: (617) 603-6553
Facsimile: (617) 603-6683

or if to any subsequent Noteholder, addressed to such Noteholder at its address set forth in the Equipment Note Register maintained pursuant to Section 2.07 of the Indenture.

     Any party, by notice to the other parties hereto, may designate different addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in this Section 7.01.

     Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements. Except as otherwise provided herein, the representations, warranties, indemnities, covenants and agreements of Company, U.S. Bank, Loan Trustee, Subordination Agent, each Pass Through Trustee and Noteholders herein, and each of their obligations hereunder, shall survive the making of the loans, the transfer of any interest by any Noteholder of its Equipment Note and the expiration or termination (to the extent arising out of acts or events occurring prior to such expiration) of any Operative Documents.

     Section 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

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     Section 7.04. Severability. To the extent permitted by applicable law, 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 7.05. No Oral Modifications or Continuing Waivers; Consents. Subject to Section 9.03 of the Indenture, no terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. No such change, waiver, discharge or termination shall be effective unless a signed copy thereof is delivered to Loan Trustee.

     Section 7.06. Effect of Headings and Table of Contents. The headings of the various Articles and Sections herein and in the Table of Contents are for convenience of reference only and do not define or limit any of the terms or provisions hereof.

     Section 7.07. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by Company, by U.S. Bank, individually or as Loan Trustee, Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind and inure to the benefit of and be enforceable by Company, and subject to the terms of Section 6.02(e), its successors and permitted assigns, each Pass Through Trustee and any successor or other trustee under the Pass Through Trust Agreement to which it is a party, Subordination Agent and its successor under the Intercreditor Agreement and Loan Trustee and its successor under the Indenture, whether so expressed or not.

     Section 7.08. Benefits of Agreement. Subject to the next sentence, nothing in this Agreement, express or implied, gives to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement, except as expressly provided herein. Company agrees and acknowledges that each Liquidity Provider, and each separate or additional trustee appointed pursuant to Section 8.02 of the Indenture shall be third party beneficiaries of the covenants and agreements of Company with respect to the indemnities contained in Section 4.02 and may rely on the covenants and agreements of Company with respect to such indemnities to the same extent as if the covenants and agreements of Company with respect to such indemnities were made to each Liquidity Provider directly.

     Section 7.09. Counterparts. This Agreement may be executed in any number of counterparts. Each of the parties hereto shall not be required to execute the same

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counterpart. Each counterpart of this Agreement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Agreement, but all of such counterparts shall together constitute one instrument.

     Section 7.10. Submission to Jurisdiction. Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof and of all other Operative Documents hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive 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 this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

     Section 7.11. Further Assurances. Each party hereto shall execute, acknowledge and deliver or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, including, without limitation, making or consenting to registrations (or discharges thereof, as appropriate) with respect to the Indenture on the International Registry and appointing Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, as its “professional user entity” (as defined in the Cape Town Treaty) to make or consent to any registrations (or discharges thereof, as appropriate) on the International Registry with respect to the Airframe or any Engine, in any case, as any other party hereto shall reasonably request in connection with the administration of, or to carry out more effectively the purposes of, or to better assure and confirm into such other party the rights and benefits to be provided under this Agreement, the other Operative Documents and the Pass Through Documents.

     Section 7.12. Section 1110. It is the intention of each of Company, Noteholders (such intention being evidenced by each of their acceptance of an Equipment Note), Loan Trustee and other parties hereto that the security interest created by the Indenture, to the fullest extent available under applicable law, entitles the Loan Trustee, on behalf of the Noteholders, to all of the benefits of Section 1110 with respect to the Aircraft, Airframe, Engines and Parts.

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     IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

DELTA AIR LINES, INC.
By:
	Name:
	Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements
By:
	Name:
	Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent
By:
	Name:
	Title:

Signature Page

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U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee
By:
	Name:
	Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, in its individual capacity as set forth herein
By:
	Name:
	Title:

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2

     SCHEDULE I to
PARTICIPATION AGREEMENT

EQUIPMENT NOTES,
PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS

	Description
	of Equipment		Interest			Original Principal
Purchaser	Notes	Maturity	Rate			Amount
Delta Air Lines Pass Through Trust 2010-2A	Series 2010-2A-[___]3 [Reg. No.] Equipment Note[s]	[•]4		4.95	%
Delta Air Lines Pass Through Trust 2010-2B	Series 2010-2B-[___]5 [Reg. No.] Equipment Note[s]	November 23, 2015		6.75	%

3	To insert numbers 13-28 depending on the applicable aircraft.
4	Boeing 757-251 aircraft: November 23, 2016. Boeing 737-832, 757-232 and 767-332ER aircraft: May 23, 2019.
5	To insert numbers 13-28 depending on the applicable aircraft.

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SCHEDULE II to
PARTICIPATION AGREEMENT

TRUST SUPPLEMENTS

     Trust Supplement No. 2010-2A, dated as of the Class A Issuance Date, between Company and Pass Through Trustee in respect of Delta Air Lines Pass Through Trust 2010-2A.

     Trust Supplement No. 2010-2B, dated as of the Class B Issuance Date, between Company and Pass Through Trustee in respect of Delta Air Lines Pass Through Trust 2010-2B.

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Annex A to
Participation Agreement and
Indenture and Security Agreement
([REG. NO.])

DEFINITIONS
([REG. NO.])

     “Additional Insureds” has the meaning specified in Section 7.06(a) of the Indenture.

     “Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” (including “controlled by” and “under common control with”) shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise. In no event shall U.S. Bank be deemed to be an Affiliate of Loan Trustee or vice versa.

     “After-Tax Basis” means that indemnity and compensation payments required to be made on such basis 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 of the receipt or realization of the base amount and any such supplemental amounts, and after consideration of any current tax savings of such payee resulting by way of any deduction, credit or other tax benefit actually and currently realized that is attributable to such base amount or Tax, shall net such payee the full amount of such base amount.

     “Agreement” and “Participation Agreement” mean that certain Participation Agreement ([REG. NO.]), dated on or before the Closing Date, among Company, U.S. Bank, Pass Through Trustee under each Pass Through Trust Agreement, Subordination Agent and Loan Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Aircraft” means the Airframe (or any Replacement Airframe substituted therefor pursuant to Section 7.05 of the Indenture) together with the two Engines described in the Indenture Supplement originally executed and delivered under the Indenture (or any Replacement Engine that may from time to time be substituted for any of such Engines pursuant to Section 7.04 or Section 7.05 of the Indenture), whether or not any of such initial or substituted Engines is from time to time installed on such Airframe or installed on any other airframe or on any other aircraft. The term “Aircraft” includes any Replacement Aircraft.

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     “Aircraft Protocol” means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements, and revisions thereto (and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to the Aircraft Protocol with respect to that country, the Aircraft Protocol as in effect in such country, unless otherwise indicated).

     “Airframe” means (a) the Boeing [Model] (generic model [Generic Model]) aircraft (except (i) the Engines or engines from time to time installed thereon and any and all Parts related to such Engine or engines and (ii) Excluded Equipment) specified on Annex A to the Indenture Supplement originally executed and delivered under the Indenture and (b) any and all related Parts. The term “Airframe” includes any Replacement Airframe that is substituted for the Airframe pursuant to Section 7.05 of the Indenture. At such time as any Replacement Airframe is so substituted and the Airframe for which such substitution is made is released from the Lien of the Indenture, such replaced Airframe shall cease to be an Airframe under the Indenture.

     “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended from time to time, or any successor statutes thereto.

     “Basic Pass Through Trust Agreement” means that certain Pass Through Trust Agreement, dated as of November 16, 2000, between Company and U.S. Bank (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (but does not include any Trust Supplement).

     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in New York, New York, Atlanta, Georgia, Boston, Massachusetts, Wilmington, Delaware or, if different from the foregoing, the city and state in which Loan Trustee, the Pass Through Trustee or Subordination Agent maintains its Corporate Trust Office or receives and disburses funds.

     “Cape Town Convention” means the official English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements, and revisions thereto (and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to the Cape Town Convention with respect to that country, the Cape Town Convention as in effect in such country, unless otherwise indicated).

     “Cape Town Treaty” means, collectively, the official English language text of (a) the Convention on International Interests in Mobile Equipment, and (b) the Protocol to

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the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, in each case adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to the Cape Town Treaty with respect to that country, the Cape Town Treaty as in effect in such country, unless otherwise indicated, and (c) all rules and regulations adopted pursuant thereto and, in the case of each of the foregoing described in clauses (a) through (c), all amendments, supplements, and revisions thereto.

     “Certificated Air Carrier” means a Citizen of the United States holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code 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.

     “Citizen of the United States” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.

     “Claim” has the meaning specified in Section 4.02(a) of the Participation Agreement.

     “Class A Certificates” means Pass Through Certificates issued by the Class A Pass Through Trust.

     “Class A Issuance Date” means November 22, 2010.

     “Class A Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

     “Class A Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

     “Class A Pass Through Trust” means the Delta Air Lines Pass Through Trust 2010-2A created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2A, dated as of the Class A Issuance Date, between Company and U.S. Bank, as Class A Trustee.

     “Class A Trustee” means the trustee for the Class A Pass Through Trust.

     “Class A Underwriter” means, with respect to Class A Certificates, each of the underwriters identified as such in the Underwriting Agreement (Class A).

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     “Class B Certificates” means Pass Through Certificates issued by any Class B Pass Through Trust (including, without limitation, any “Refinancing Certificates” (as such term is defined in the Intercreditor Agreement)).

     “Class B Issuance Date” means February 14, 2011.

     “Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

     “Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

     “Class B Pass Through Trust” means (i) initially, the Delta Air Lines Pass Through Trust 2010-2B created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2B, dated as of the Class B Issuance Date, between Company and U.S. Bank, as Class B Trustee, and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent redemption of the Series B Equipment Notes and issuance of new Series B Equipment Notes.

     “Class B Trustee” means the trustee for any Class B Pass Through Trust.

     “Class B Underwriter” means, with respect to Class B Certificates, each of the underwriters identified as such in the Underwriting Agreement (Class B).

     “Closing” has the meaning specified in Section 2.03 of the Participation Agreement.

     “Closing Date” means the date of the closing of the transaction contemplated by the Operative Documents.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Collateral” has the meaning specified in the granting clause of the Indenture.

     “Company” means Delta Air Lines, Inc., and its successors and permitted assigns.

     “Compulsory Acquisition” means requisition of title or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason of the Aircraft by any government that results in the loss of title or use of the Aircraft by Company (or any Permitted Lessee) for a period in excess of 180 consecutive days, but shall exclude requisition for use or hire not involving requisition of title.

     “Confidential Information” has the meaning specified in Section 10.16 of the Indenture.

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     “Controlling Party” has the meaning specified in Section 2.06 of the Intercreditor Agreement.

     “Corporate Trust Office” has the meaning specified in Section 1.01 of the Intercreditor Agreement.

     “CRAF Program” means the Civil Reserve Air Fleet Program authorized under 10 U.S.C. Section 9511 et seq. or any similar or substitute program under the laws of the United States.

     “Debt Rate” means, with respect to any Series of Equipment Notes, (i) the rate per annum specified for the applicable Series as such in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance), and (ii) for any other purpose, with respect to any period, the weighted average interest rate per annum during such period borne by the outstanding Equipment Notes, excluding any interest payable at the Past Due Rate.

     “Defaulted Operative Indenture” means any Operative Indenture (the terms “Event of Default”, “Equipment Notes” and “Payment Default” used in this definition have the meanings specified therefor in such Operative Indenture) with respect to which (i) a Payment Default has occurred and is continuing or an Event of Default described in Section 4.01(a) of such Operative Indenture has occurred and is continuing or (ii) an Event of Default other than an Event of Default described in Section 4.01(a) of such Operative Indenture has occurred and is continuing and, in any such case, either (x) the Equipment Notes issued thereunder have been accelerated and such acceleration has not been rescinded and annulled in accordance therewith or (y) the loan trustee under such Operative Indenture has given Company a notice of its intention to exercise one or more of the remedies specified in Section 4.02(a) of such Operative Indenture; provided that in the event of a bankruptcy proceeding under the Bankruptcy Code under which Company is a debtor, if and so long as the trustee or the debtor agrees to perform and performs all obligations of Company under such Operative Indenture and the Equipment Notes issued thereunder in accordance with Section 1110(a)(2) of the Bankruptcy Code and cures defaults under such Operative Indentures and Equipment Notes to the extent required by Section 1110(a)(2) of the Bankruptcy Code, such Operative Indenture shall not be a Defaulted Operative Indenture.

     “Department of Transportation” means the United States Department of Transportation and any agency or instrumentality of the United States government succeeding to its functions.

     “Deposit Agreement” means, subject to Section 5(f) of the Note Purchase Agreement, each of (i) the Deposit Agreement (Class A), dated as of the Class A Issuance Date, between Escrow Agent and Depositary, which relates to the Class A Pass

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Through Trust and (ii) the Deposit Agreement (Class B), dated as of the Class B Issuance Date, between Escrow Agent and Depositary, which relates to the Class B Pass Through Trust; provided that, for purposes of any obligation of Company, no amendment, modification or supplement to, or substitution or replacement of, any Deposit Agreement shall be effective unless consented to by Company.

     “Depositary” means, subject to Section 5(f) of the Note Purchase Agreement, The Bank of New York Mellon, a New York banking corporation, as Depositary under each Deposit Agreement.

     “Direction” has the meaning specified in Section 2.16 of the Indenture.

     “Dollars” and “$” mean the lawful currency of the United States.

     “Eligible Account” means an account established by and with an Eligible Institution at the request of Loan Trustee, which institution agrees, for all purposes of the UCC including Article 8 thereof, that (a) such account shall be a “securities account” (as defined in Section 8-501(a) of the NY UCC), (b) such institution is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC), (c) all property (other than cash) credited to such account shall be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the NY UCC), (d) Loan Trustee shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) in respect of such account, (e) it will comply with all entitlement orders issued by Loan Trustee to the exclusion of Company, (f) it will waive or subordinate in favor of Loan Trustee all claims (including, without limitation, claims by way of security interest, lien or right of set-off or right of recoupment), and (g) the “securities intermediary jurisdiction” (under Section 8-110(e) of the NY UCC) shall be the State of New York.

     “Eligible Institution” means the corporate trust department of (a) U.S. Bank or any other Person that becomes a successor Loan Trustee under the Indenture, in each case, acting solely in its capacity as a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC), or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a Long-Term Rating from Moody’s of at least A3 (or its equivalent) and from S&P of at least A (or its equivalent).

     “Engine” means (a) each of the two [Engine Manufacturer and Model] engines (generic manufacturer and model [Generic Manufacturer and Model]), listed by manufacturer’s serial number and further described on Annex A to the Indenture Supplement originally executed and delivered under the Indenture, whether or not from time to time installed on the Airframe or installed on any other airframe or on any other aircraft and (b) any Replacement Engine substituted for an Engine pursuant to Section 7.04 or 7.05 of the Indenture; together in each case with any and all related Parts but excluding Excluded Equipment. At such time as a Replacement Engine is so substituted

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and the Engine for which substitution is made is released from the Lien of the Indenture, such replaced Engine shall cease to be an Engine under the Indenture.

     “Equipment Note” means and includes any equipment notes issued under the Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to Section 2.07 or 2.08 of the Indenture.

     “Equipment Note Register” has the meaning specified in Section 2.07 of the Indenture.

     “Equipment Note Registrar” has the meaning specified in Section 2.07 of the Indenture.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of the Participation Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

     “Escrow Agent” means U.S. Bank National Association, a national banking association, as escrow agent under each Escrow Agreement, or any successor agent thereto.

     “Escrow Agreement” means each of (i) the Escrow and Paying Agent Agreement (Class A), dated as of the Class A Issuance Date, among Escrow Agent, Paying Agent, the Class A Underwriters, and Class A Trustee, which relates to the Class A Pass Through Trust and (ii) the Escrow and Paying Agent Agreement (Class B), dated as of the Class B Issuance Date, among Escrow Agent, Paying Agent, the Class B Underwriters, and Class B Trustee, which relates to the Class B Pass Through Trust; provided that, for purposes of any obligation of Company, no amendment, modification or supplement to, or substitution or replacement of, any Escrow Agreement shall be effective unless consented to by Company.

     “Event of Default” has the meaning specified in Section 4.01 of the Indenture.

     “Event of Loss” means, with respect to the Aircraft, Airframe or any Engine, any of the following events with respect to such property:

     (a) the loss of such property or of the use thereof due to destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever;

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     (b) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss, a compromised total loss or a constructive total loss;

     (c) the theft, hijacking or disappearance of such property for a period in excess of 180 consecutive days;

     (d) the requisition for use or hire of such property by any government (other than a requisition for use or hire by a Government or the government of the country of registry of the Aircraft) that results in the loss of possession of such property by Company (or any Permitted Lessee) for a period in excess of 12 consecutive months;

     (e) the operation or location of the Aircraft, while under requisition for use by any government, in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft required by the terms of Section 7.06 of the Indenture, unless Company shall have obtained indemnity or insurance in lieu thereof from such government;

     (f) any Compulsory Acquisition;

     (g) as a result of any law, rule, regulation, order or other action by the FAA or other government of the country of registry, the use of the Aircraft or Airframe 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 18 consecutive months, unless Company is diligently carrying forward all steps that are necessary or desirable to permit the normal use of the Aircraft or Airframe or, in any event, if such use is prohibited for a period of three consecutive years; and

     (h) with respect to an Engine only, any divestiture of title to or interest in an Engine or any event with respect to an Engine that is deemed to be an Event of Loss with respect to such Engine pursuant to Section 7.02(a)(vii) of the Indenture.

     An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to the Airframe unless Company elects to substitute a Replacement Airframe pursuant to Section 7.05(a)(i) of the Indenture.

     “Excluded Equipment” means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or

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owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

     “FAA” means the United States Federal Aviation Administration and any agency or instrumentality of the United States government succeeding to its functions.

     “FAA Bill of Sale” means the bill of sale for the Aircraft on AC Form 8050-2 executed by Manufacturer or an affiliate of Manufacturer in favor of Company and recorded with the FAA.

     “Federal Funds Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding 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 of the quotations for such day for such transactions received by U.S. Bank from three Federal funds brokers of recognized standing selected by it.

     “Government” means the government of any of Canada, France, Germany, Japan, The Netherlands, Sweden, Switzerland, the United Kingdom or the United States and any instrumentality or agency thereof.

     “Indemnitee” has the meaning specified in Section 4.02(b) of the Participation Agreement.

     “Indenture” means that certain Indenture and Security Agreement ([REG. NO.]), dated as of the Closing Date, between Company and Loan Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including supplementation by an Indenture Supplement pursuant to the Indenture.

     “Indenture Indemnitee” means (i) Loan Trustee, (ii) U.S. Bank, (iii) each separate or successor or additional trustee appointed pursuant to Section 8.02 of the Indenture, (iv) so long as it holds any Equipment Notes as agent and trustee of any Pass Through Trustee, Subordination Agent, (v) each Liquidity Provider, (vi) so long as it is the holder of any Equipment Notes, each Pass Through Trustee, (vii) Paying Agent, (viii) Escrow Agent, and (ix) any of their respective successors and permitted assigns in such capacities, directors, officers, employees, agents and servants. No holder of a Pass Through Certificate in its capacity as such shall be an Indenture Indemnitee.

     “Indenture Supplement” means a supplement to the Indenture, substantially in the form of Exhibit A to the Indenture, which particularly describes the Aircraft, and any

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Replacement Airframe and/or Replacement Engine, included in the property subject to the Lien of the Indenture.

     “Insurance Threshold” is the amount set forth as the Insurance Threshold in Exhibit C to the Indenture.

     “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Class A Issuance Date, among Class A Trustee, Class A Liquidity Provider and Subordination Agent, as amended by that certain Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of the Class B Issuance Date, among Company, Liquidity Providers, Pass Through Trustees and Subordination Agent, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligations of Company, no amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by Company.

     “Interests” has the meaning specified in Section 7.06(a) of the Indenture.

     “International Interest” has the meaning ascribed to the defined term “international interest” under the Cape Town Treaty.

     “International Registry” means the international registry established pursuant to the Cape Town Treaty.

     “Lease” means any lease permitted by the terms of Section 7.02(a) of the Indenture.

     “Lien” means any mortgage, pledge, lien, encumbrance, lease, sublease, sub-sublease or security interest.

     “Liquidity Facilities” means, collectively, the Class A Liquidity Facility and the Class B Liquidity Facility.

     “Liquidity Providers” means, collectively, Class A Liquidity Provider and Class B Liquidity Provider.

     “Loan Amount” has the meaning specified in Section 7.06(c) of the Indenture.

     “Loan Trustee” has the meaning specified in the introductory paragraph of the Indenture.

     “Loan Trustee Liens” means any Lien attributable to U.S. Bank or Loan Trustee with respect to the Aircraft, any interest therein or any other portion of the Collateral arising as a result of (i) claims against U.S. Bank or Loan Trustee not related to its interest in the Aircraft or the administration of the Collateral pursuant to the Indenture,

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(ii) acts of U.S. Bank or Loan Trustee not permitted by, or the failure of U.S. Bank or Loan Trustee to take any action required by, the Operative Documents or the Pass Through Documents, (iii) claims against U.S. Bank or Loan Trustee relating to Taxes or Claims that are excluded from the indemnification provided by Section 4.02 of the Participation Agreement pursuant to said Section 4.02 or (iv) claims against U.S. Bank or Loan Trustee arising out of the transfer by any such party of all or any portion of its interest in the Aircraft, the Collateral, the Operative Documents or the Pass Through Documents, except while an Event of Default is continuing and prior to the time that Loan Trustee has received all amounts due to it pursuant to the Indenture.

     “Long-Term Rating” has the meaning specified in the Intercreditor Agreement.

     “Loss Payment Date” has the meaning specified in Section 7.05(a) of the Indenture.

     “Majority in Interest of Noteholders” means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by Company or an Affiliate of Company or a Pass Through Trustee is otherwise under the control of Company or such Affiliate of Company (unless all Equipment Notes then outstanding are held by Company or any Affiliate thereof, including Pass Through Trustees which are considered Affiliates of Company pursuant hereto); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

     “Make-Whole Amount” means, with respect to any Equipment Note, the amount (as determined by an independent investment banker selected by Company (and, following the occurrence and during the continuance of an Event of Default, reasonably acceptable to Loan Trustee)), if any, by which (i) the present value of the remaining scheduled payments of principal and interest from the redemption date to maturity of such Equipment Note computed by discounting each such payment on a semiannual basis from its respective Payment Date (assuming a 360-day year of twelve 30 day months) using a discount rate equal to the Treasury Yield plus the Make-Whole Spread exceeds (ii) the outstanding principal amount of such Equipment Note plus accrued but unpaid interest thereon to the date of redemption. For purposes of determining the Make-Whole Amount, “Treasury Yield” means, at the date of determination, the interest rate (expressed as a semiannual equivalent and as a decimal rounded to the number of decimal

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places as appears in the Debt Rate of such Equipment Note and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date and trading in the public securities market either as determined by interpolation between the most recent weekly average constant maturity, non-inflation-indexed series yield to maturity for two series of United States Treasury securities, trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date and (B) the other maturing as close as possible to, but later than, the Average Life Date, in each case as reported in the most recent H.15(519) or, if a weekly average constant maturity, non-inflation indexed series yield to maturity for United States Treasury securities maturing on the Average Life Date is reported in the most recent H.15(519), such weekly average yield to maturity as reported in such H.15(519). “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System. The date of determination of a Make-Whole Amount shall be the third Business Day prior to the applicable redemption date and the “most recent H.15(519)” means the latest H.15(519) published prior to the close of business on the third Business Day prior to the applicable redemption date. “Average Life Date” means, for each Equipment Note to be redeemed, the date which follows the redemption date by a period equal to the Remaining Weighted Average Life at the redemption date of such Equipment Note. “Remaining Weighted Average Life” of an Equipment Note, at the redemption date of such Equipment Note, means the number of days equal to the quotient obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment of principal, including the payment due on the maturity date of such Equipment Note, by (B) the number of days from and including the redemption date to but excluding the scheduled Payment Date of such principal installment by (ii) the then unpaid principal amount of such Equipment Note.

     “Make-Whole Spread” means, with respect to any Series of Equipment Notes, the percentage specified for the applicable Series as such in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance).

     “Manufacturer” means The Boeing Company, a Delaware corporation, and its successors and assigns.

     “Manufacturer’s Consent” means the Manufacturer’s Consent and Agreement to Assignment of Warranties, dated as of the Closing Date, substantially in the form of Exhibit D to the Participation Agreement.

     “Minimum Insurance Amount” has the meaning specified in Section 7.06(a) of the Indenture.

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     “Moody’s” means Moody’s Investors Service, Inc.

     “Noteholder” means any Person in whose name an Equipment Note is registered on the Equipment Note Register (including, for so long as it is the registered holder of any Equipment Notes, Subordination Agent on behalf of Pass Through Trustees pursuant to the provisions of the Intercreditor Agreement).

     “Noteholder Liens” means any Lien attributable to any Noteholder on or against the Aircraft, any interest therein or any other portion of the Collateral, arising out of any claim against such Noteholder that is not related to the Operative Documents or Pass Through Documents, or out of any act or omission of such Noteholder that is not related to the transactions contemplated by, or that constitutes a breach by such Noteholder of its obligations under, the Operative Documents or the Pass Through Documents.

     “Note Purchase Agreement” means the Amended and Restated Note Purchase Agreement, dated as of the Class B Issuance Date, among Company, Subordination Agent, Escrow Agent, Paying Agent and Pass Through Trustees, providing for, among other things, the issuance and sale of certain equipment notes, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “NY UCC” means UCC as in effect in the State of New York.

     “Operative Documents” means, collectively, the Participation Agreement, the Indenture, each Indenture Supplement, the Manufacturer’s Consent and the Equipment Notes.

     “Operative Indentures” means, as of any date, each “Indenture” (as such term is defined in the Note Purchase Agreement), including the Indenture, whether any other “Indenture” shall have been entered into before or after the date of the Indenture, but only if as of such date all “Equipment Notes” (as defined in each such “Indenture”) are held by “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in each such “Indenture”.

     “Other Party Liens” means any Lien attributable to Pass Through Trustee (other than in its capacity as Noteholder), Subordination Agent (other than in its capacity as Noteholder) or any Liquidity Provider on or against the Aircraft, any interest therein, or any other portion of the Collateral arising out of any claim against such party that is not related to the Operative Documents or Pass Through Documents, or out of any act or omission of such party that is not related to the transactions contemplated by, or that constitutes a breach by such party of its obligations under, the Operative Documents or the Pass Through Documents.

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     “Participation Agreement” has the meaning set forth under the definition of “Agreement”.

     “Parts” means any and all appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than (a) complete Engines or engines and (b) Excluded Equipment), so long as the same are incorporated or installed in or attached to the Airframe or any Engine or so long as the same are subject to the Lien of the Indenture in accordance with the terms of Section 7.04 thereof after removal from the Airframe or any Engine.

     “Pass Through Certificates” means the pass through certificates issued by any Pass Through Trustee (and any other pass through certificates for which such pass through certificates may be exchanged).

     “Pass Through Documents” means each Pass Through Trust Agreement, the Note Purchase Agreement, each Escrow Agreement, each Deposit Agreement, the Intercreditor Agreement and each Liquidity Facility.

     “Pass Through Trust” means each of the two separate grantor trusts created pursuant to the Pass Through Trust Agreements to facilitate certain of the transactions contemplated by the Operative Documents.

     “Pass Through Trust Agreement” means each of the two separate Trust Supplements relating to the Pass Through Trusts, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Pass Through Trustee” means the trustee under a Pass Through Trust Agreement, together with any successor in interest and any successor or other trustee appointed as provided in such Pass Through Trust Agreement.

     “Past Due Rate” means the lesser of (a) with respect to (i) any payment made to a Noteholder under any Series of Equipment Notes, the Debt Rate then applicable to such Series plus 1% and (ii) any other payment made under any Operative Document to any other Person, the Debt Rate plus 1% (computed on the basis of a year of 360 days comprised of twelve 30-day months) and (b) the maximum rate permitted by applicable law.

     “Paying Agent” means U.S. Bank, as paying agent under each Escrow Agreement, and any successor agent thereto.

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     “Payment Date” means, for any Equipment Note, each May 23 and November 23, commencing with [__________].⁶

     “Payment Default” means the occurrence of an event that would give rise to an Event of Default under Section 4.01(a) of the Indenture upon the giving of notice or the passing of time or both.

     “Permitted Investments” means each of (a) direct obligations of the United States and agencies thereof; (b) obligations fully guaranteed by the United States; (c) certificates of deposit issued by, or bankers’ acceptances of, or time deposits with, any bank, trust company or national banking association incorporated or doing business under the laws of the United States or one of the states thereof having combined capital and surplus and retained earnings of at least $100,000,000 and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally recognized rating organization in the United States); (d) commercial paper of any holding company of a bank, trust company or national banking association described in clause (c); (e) commercial paper of companies having a Short-Term Rating assigned to such commercial paper by either Moody’s or S&P (or, if neither such organization then rates such commercial paper, by any nationally recognized rating organization in the United States) equal to either of the two highest ratings assigned by such organization; (f) Dollar-denominated certificates of deposit issued by, or time deposits with, the European subsidiaries of (i) any bank, trust company or national banking association described in clause (c), or (ii) any other bank or financial institution described in clause (g), (h) or (j) below; (g) United States-issued Yankee certificates of deposit issued by, or bankers’ acceptances of, or commercial paper issued by, any bank having combined capital and surplus and retained earnings of at least $100,000,000 and headquartered in Canada, Japan, the United Kingdom, France, Germany, Switzerland or The Netherlands and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally recognized rating organization in the United States); (h) Dollar-denominated time deposits with any Canadian bank having a combined capital and surplus and retained earnings of at least $100,000,000 and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally recognized rating organization in the United States); (i) Canadian Treasury Bills fully hedged to Dollars; (j) repurchase agreements with any financial institution having combined capital and surplus and retained earnings of at least $100,000,000 collateralized by transfer of possession of any of the obligations described in clauses (a) through (i) above; (k) bonds, notes or other obligations of any state of the United States, or any political subdivision of any state, or any agencies or other

⁶ With respect to the Equipment Notes for the Unencumbered Aircraft (as defined in the Note Purchase Agreement), insert “May 23, 2011” and with respect to the Equipment Notes for the 2001-1 Aircraft (as defined in the Note Purchase Agreement), insert “November 23, 2011”.

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instrumentalities of any such state, including, but not limited to, industrial development bonds, pollution control revenue bonds, public power bonds, housing bonds, other revenue bonds or any general obligation bonds, that, at the time of their purchase, such obligations have a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States); (1) bonds or other debt instruments of any company, if such bonds or other debt instruments, at the time of their purchase, have a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States); (m) mortgage backed securities (i) guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Government National Mortgage Association or having a Long-Term Rating of AAA, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States) or, if unrated, deemed to be of a comparable quality by Loan Trustee and (ii) having an average life not to exceed one year as determined by standard industry pricing practices presently in effect; (n) asset-backed securities having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States) or, if unrated, deemed to be of a comparable quality by Loan Trustee; and (o) such other investments approved in writing by Loan Trustee; provided that the instruments described in the foregoing clauses shall have a maturity no later than the earliest date when such investments may be required for distribution. The bank acting as Pass Through Trustee or Loan Trustee is hereby authorized, in making or disposing of any investment described herein, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of Pass Through Trustee or Loan Trustee or for any third person or dealing as principal for its own account.

     “Permitted Lessee” means any Person to whom Company is permitted to lease the Airframe or any Engine pursuant to Section 7.02(a) of the Indenture.

     “Permitted Lien” has the meaning specified in Section 7.01 of the Indenture.

     “Person” means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof.

     “Prospective International Interest” has the meaning ascribed to the defined term “prospective international interest” under the Cape Town Treaty.

     [“Purchase Agreement” means Purchase Agreement No. 2022, dated as of October 21, 1997, which incorporates by reference the Aircraft General Terms

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Agreement AGTA-DAL, dated as of October 21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]⁷

     [“Purchase Agreement” means Purchase Agreement No. 1631, dated as of December 1, 1989, between Manufacturer and Company (as successor to Northwest Airlines, Inc.), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]⁸

     [“Purchase Agreement” means Purchase Agreement No. 2023, dated as of October 21, 1997, which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]⁹

     [“Purchase Agreement” means Purchase Agreement No. 2024, dated as of October 21, 1997, which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]¹⁰

     “Rating Agencies” has the meaning specified in the Intercreditor Agreement.

     “Related Equipment Note” means, as of any date, an “Equipment Note” as defined in each Related Indenture, but only if as of such date it is held by “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.

     “Related Indemnitee Group” has the meaning specified in Section 4.02(b) of the Participation Agreement.

     “Related Indenture” means each Operative Indenture (other than the Indenture).

     “Related Indenture Bankruptcy Default” means any “Event of Default” under Section 4.01(f), (g), (h) or (i) of any Related Indenture, determined without giving effect to any applicable grace period.

7	To be inserted for 737-832 aircraft.
8	To be inserted for 757-251 aircraft.
9	To be inserted for 757-232 aircraft.
10	To be inserted for 767-332ER aircraft.

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     “Related Indenture Event of Default” means any “Event of Default” under any Related Indenture.

     “Related Indenture Indemnitee” means each Related Noteholder.

     “Related Loan Trustee” means “Loan Trustee” as defined in each Related Indenture.

     “Related Make-Whole Amount” means the “Make-Whole Amount”, as defined in each Related Indenture.

     “Related Noteholder” means a registered holder of a Related Equipment Note.

     “Related Secured Obligations” means, as of any date, the outstanding principal amount of the Related Equipment Notes issued under each Related Indenture, the accrued and unpaid interest (including, to the extent permitted by applicable law, post-petition interest) due thereon in accordance with such Related Indenture as of such date, Related Make-Whole Amount, if any, with respect thereto in accordance with such Related Indenture as of such date, and any other amounts payable as of such date under the “Operative Documents” (as defined in each Related Indenture).

     “Related Series A Equipment Note” means, as of any date, a “Series A Equipment Note”, as defined in each Related Indenture, but only if as of such date it is held by the “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.

     “Related Series B Equipment Note” means, as of any date, a “Series B Equipment Note”, as defined in each Related Indenture, but only if as of such date it is held by the “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.

     “Replacement Aircraft” means the Aircraft of which a Replacement Airframe is part.

     “Replacement Airframe” means a Boeing [737-800]¹¹[757-200]¹²[767-300ER]¹³ aircraft or a comparable or improved model of Manufacturer (except (a) Engines or engines from time to time installed thereon and any and all Parts related to such Engine or engines and (b) Excluded Equipment), that shall have been made subject to the Lien of

11	To be inserted for 737-832 aircraft.
12	To be inserted for 757-251 and 757-232 aircraft.
13	To be inserted for 767-332ER aircraft.

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the Indenture pursuant to Section 7.05 thereof, together with all Parts relating to such aircraft.

     “Replacement Engine” means a [Engine Manufacturer and Model] engine (or an engine of the same or another manufacturer of a comparable or an improved model and suitable for installation and use on the Airframe with the other Engine (or any other Replacement Engine being substituted simultaneously therewith)) that is made subject to the Lien of the Indenture pursuant to Section 7.04 or Section 7.05 thereof, together with all Parts relating to such engine.

     “Replacement Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

     “Replacement Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

     “Responsible Officer” means, with respect to Company, its Chairman of the Board, its President, its Chief Operating Officer, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the Secretary.

     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

     “Section 1110” means Section 1110 of the Bankruptcy Code.

     “Secured Obligations” has the meaning specified in Section 2.06 of the Indenture.

     “Securities Account” has the meaning specified in Section 3.07 of the Indenture.

     “Securities Act” means the Securities Act of 1933, as amended from time to time.

     “Securities and Exchange Commission” means the United States Securities and Exchange Commission and any agency or instrumentality of the United States government succeeding to its functions.

     “Securities Intermediary” has the meaning specified in Section 3.07 of the Indenture.

     “Series” means any series of Equipment Notes, including the Series A Equipment Notes or the Series B Equipment Notes.

     “Series A” or “Series A Equipment Notes” means Equipment Notes issued and designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading

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“Series A Equipment Notes” and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the Indenture.

     “Series B” or “Series B Equipment Notes” means Equipment Notes issued and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and maturities as specified under the heading “Series B Equipment Notes” in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance) and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance).

     “Short-Term Rating” has the meaning specified in the Intercreditor Agreement.

     “Subordination Agent” has the meaning specified in the introductory paragraph of the Participation Agreement.

     “Tax” and “Taxes” mean all governmental fees (including, without limitation, license, filing and registration fees) and all taxes (including, without limitation, franchise, excise, stamp, value added, income, gross receipts, sales, use and property taxes), withholdings, assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or assessed by any country, taxing authority or governmental subdivision thereof or therein or by any international authority, including any taxes imposed on any Person as a result of such Person being required to collect and pay over withholding taxes.

     “Transportation Code” means that portion of Title 49 of the United States Code comprising those provisions formerly referred to as the Federal Aviation Act of 1958, as amended, or any subsequent legislation that amends, supplements or supersedes such provisions.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to time.

     “Trust Supplements” means (i) those agreements supplemental to the Basic Pass Through Trust Agreement referred to in Schedule II to the Participation Agreement as of the Closing Date and (ii) in the case of any Class B Certificates issued after the Closing Date in connection with any redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes, pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate trust is created for the benefit of the holders of such

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Class B Certificates, (b) the issuance of such Class B Certificates representing fractional undivided interests in the Class B Pass Through Trust is authorized and (c) the terms of such Class B Certificates are established.

     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

     “Underwriting Agreement (Class A)” means that certain Underwriting Agreement, dated November 15, 2010, among Company and Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., acting as representatives of the underwriters named therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Underwriting Agreement (Class B)” means that certain Underwriting Agreement, dated [•], 2011, among Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., acting as representatives of the underwriters named therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “United States” means the United States of America.

     “U.S. Bank” has the meaning specified in the introductory paragraph of the Participation Agreement.

     “Warranty Bill of Sale” means the warranty (as to title) bill of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

     “Warranty Rights” means [all right and interest of Company in, to and under Parts 1, 2, 3, 4 and 6 of the Product Assurance Document attached as Exhibit C to the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, but only to the extent the same relate to continuing rights of Company in respect of any warranty or indemnity, express or implied, pursuant to the Product Assurance Document with respect to the Airframe, it being understood that the Warranty Rights exclude any and all other right, title and interest of Company in, to and under the Purchase Agreement and that the Warranty Rights are subject to the terms of the Manufacturer’s Consent]¹⁴ [all right and interest of Company in, to and under the Product Assurance Document attached as Exhibit B to the Purchase Agreement, but only to the extent the same relates to continuing rights of Company in respect of any warranty or indemnity, express or implied, pursuant to the Product Assurance Document with respect to the Airframe, it

¹⁴ To be inserted for Boeing 737-832, 757-232 and 767-332ER aircraft.

Participation Agreement (2010-2 EETC)
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being understood that the Warranty Rights exclude any and all other right, title and interest of Company in, to and under the Purchase Agreement and that the Warranty Rights are subject to the terms of the Manufacturer’s Consent]¹⁵.

¹⁵ To be inserted for Boeing 757-251 aircraft.

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EX-4.10

Exhibit 4.10

Exhibit C to Note Purchase Agreement

INDENTURE AND SECURITY AGREEMENT

([Reg. No.])

Dated as of ____________ ___, 20__¹

between

DELTA AIR LINES, INC.,

and

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee

One Boeing [Model]
(Generic Manufacturer and Model BOEING [Generic Model]) Aircraft
U.S. Registration No. [Reg. No.]

¹ To insert the relevant Closing Date.

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Table of Contents

	Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions		9
Section 1.02 Other Definitional Provisions		9
ARTICLE II
THE EQUIPMENT NOTES
Section 2.01 Form of Equipment Notes		10
Section 2.02 Issuance and Terms of Equipment Notes		16
Section 2.03 Method of Payment		18
Section 2.04 Withholding Taxes		19
Section 2.05 Application of Payments		19
Section 2.06 Termination of Interest in Collateral		20
Section 2.07 Registration, Transfer and Exchange of Equipment Notes		20
Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes		22
Section 2.09 Payment of Expenses on Transfer; Cancellation		22
Section 2.10 Mandatory Redemption of Equipment Notes		22
Section 2.11 Voluntary Redemption of Equipment Notes		23
Section 2.12 Redemptions; Notice of Redemptions; Repurchases		24
Section 2.13 Subordination		25
Section 2.14 Certain Payments		26
Section 2.15 Repayment of Monies for Equipment Note Payments Held by Loan Trustee		28
Section 2.16 Directions by Subordination Agent		28
ARTICLE III
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE COLLATERAL
Section 3.01 Basic Distributions		29
Section 3.02 Event of Loss; Optional Redemption		30
Section 3.03 Payments After Event of Default		31
Section 3.04 Certain Payments		35
Section 3.05 Payments to Company		36
Section 3.06 Cooperation		36
Section 3.07 Securities Account		36

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Table of Contents
(Continued)

	Page
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES OF LOAN TRUSTEE
Section 4.01 Events of Default		37
Section 4.02 Remedies		39
Section 4.03 Remedies Cumulative		44
Section 4.04 Discontinuance of Proceedings		44
Section 4.05 Waiver of Past Defaults		44
Section 4.06 Noteholders May Not Bring Suit Except Under Certain Conditions		44
Section 4.07 Appointment of a Receiver		45
ARTICLE V
DUTIES OF LOAN TRUSTEE
Section 5.01 Notice of Event of Default		46
Section 5.02 Action upon Instructions; Certain Rights and Limitations		46
Section 5.03 Indemnification		47
Section 5.04 No Duties Except as Specified in Indenture or Instructions		47
Section 5.05 No Action Except under Indenture or Instructions		47
Section 5.06 Investment of Amounts Held by Loan Trustee		47
ARTICLE VI
LOAN TRUSTEE
Section 6.01 Acceptance of Trusts and Duties		49
Section 6.02 Absence of Certain Duties		49
Section 6.03 No Representations or Warranties as to the Documents		49
Section 6.04 No Segregation of Monies; No Interest		50
Section 6.05 Reliance; Agents; Advice of Counsel		50
Section 6.06 Instructions from Noteholders		50
ARTICLE VII
OPERATING COVENANTS OF COMPANY
Section 7.01 Liens		51
Section 7.02 Possession, Operation and Use, Maintenance and Registration		52
Section 7.03 Inspection; Financial Information		60
Section 7.04 Replacement and Pooling of Parts; Alterations, Modifications and Additions; Substitution of Engines		61

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Table of Contents
(Continued)

	Page
Section 7.05 Loss, Destruction or Requisition		63
Section 7.06 Insurance		69
ARTICLE VIII
SUCCESSOR AND ADDITIONAL TRUSTEES
Section 8.01 Resignation or Removal; Appointment of Successor		78
Section 8.02 Appointment of Additional and Separate Trustees		79
ARTICLE IX
AMENDMENTS AND WAIVERS
Section 9.01 Amendments to this Indenture without Consent of Holders		81
Section 9.02 Amendments to this Indenture with Consent of Holders		83
Section 9.03 Amendments, Waivers, Etc. of the Participation Agreement		84
Section 9.04 Revocation and Effect of Consents		85
Section 9.05 Notation on or Exchange of Equipment Notes		85
Section 9.06 Trustee Protected		85
Section 9.07 No Consent of Individual Indenture Indemnitees Required		85
ARTICLE X
MISCELLANEOUS
Section 10.01 Termination of Indenture		85
Section 10.02 No Legal Title to Collateral in Noteholders		86
Section 10.03 Sale of Aircraft by Loan Trustee is Binding		86
Section 10.04 Indenture for Benefit of Company, Loan Trustee and Noteholders		86
Section 10.05 Notices		87
Section 10.06 Severability		88
Section 10.07 No Oral Modification or Continuing Waivers		88
Section 10.08 Successors and Assigns		88
Section 10.09 Headings		89
Section 10.10 Normal Commercial Relations		89
Section 10.11 Voting by Noteholders		89
Section 10.12 Section 1110		89
Section 10.13 Company’s Performance and Rights		89
Section 10.14 Counterparts		90
Section 10.15 Governing Law		90
Section 10.16 Confidential Information		90
Section 10.17 Submission to Jurisdiction		90

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Table of Contents
(Continued)

Page

Exhibit A Form of Indenture Supplement

Exhibit B List of Permitted Countries

Exhibit C Certain Terms

Schedule I Description of Equipment Notes

Schedule II Pass Through Trust Agreement and Pass Through Trust Supplements

Annex A Definitions

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INDENTURE AND SECURITY AGREEMENT
([REG. NO.])

     This INDENTURE AND SECURITY AGREEMENT ([REG. NO.]), dated as of _______________ ___, 20__², is made by and between DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, “Loan Trustee”).

W I T N E S S E T H:

     WHEREAS, the parties desire by this Indenture (such term and other capitalized terms used herein without definition being defined as provided in Article I), among other things, to provide for (i) the issuance by Company of the Equipment Notes specified on Schedule I hereto (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b), such Schedule I may be amended in connection with such issuance), and (ii) the assignment, mortgage and pledge by Company to Loan Trustee, as part of the Collateral hereunder, among other things, of all of Company’s estate, right, title and interest in and to the Aircraft, as security for, among other things, Company’s obligations to Loan Trustee, for the equal and proportionate benefit and security of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, subject to Section 2.13 and Article III;

     WHEREAS, all things have been done to make the Equipment Notes of the Series listed on Schedule I hereto (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b), such Schedule I may be amended in connection with such issuance), when executed by Company and authenticated and delivered by Loan Trustee hereunder, the valid, binding and enforceable obligations of Company; and

     WHEREAS, all things necessary to make this Indenture a legal, valid and binding obligation of Company for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have occurred;

GRANTING CLAUSE

² To insert the relevant Closing Date.

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     NOW, THEREFORE, (x) to secure the prompt and complete payment (whether at stated maturity, by acceleration or otherwise) of principal of, Make-Whole Amount, if any, and interest on, the Equipment Notes and all other Secured Obligations payable by Company under the Operative Documents and the performance and observance by Company of all the agreements and covenants to be performed or observed by Company for the benefit of Noteholders and Indenture Indemnitees contained in the Operative Documents and (y) to secure the Related Secured Obligations, and in consideration of the premises and of the covenants contained in the Operative Documents and the Related Indentures, and for other good and valuable consideration given by Noteholders, Indenture Indemnitees and Related Indenture Indemnitees to Company at or before the Closing Date, the receipt and adequacy of which is hereby acknowledged, Company does hereby grant, bargain, sell, convey, transfer, mortgage, assign, pledge and confirm unto Loan Trustee and its successors in trust and permitted assigns, for the security and benefit of Noteholders, each Indenture Indemnitee and each Related Indenture Indemnitee, a first priority security interest in, and mortgage lien on, all estate, right, title and interest of Company in, to and under, all and singular, the following described properties, rights, interests and privileges, whether now owned or hereafter acquired (which, collectively, together with all property hereafter specifically subject to the Lien of this Indenture by the terms hereof or any supplement hereto, are included within, and are referred to as, the “Collateral”):

     (1) the Aircraft, including the Airframe and the Engines, whether or not any such Engine from time to time is installed on the Airframe or any other airframe or any other aircraft, and any and all Parts relating thereto, and, to the extent provided herein, all substitutions and replacements of, and additions, improvements, accessions and accumulations to, the Aircraft, including the Airframe, the Engines and any and all Parts (in each case other than Excluded Equipment) relating thereto (such Airframe and Engines as more particularly described in the Indenture Supplement executed and delivered with respect to the Aircraft on the Closing Date or with respect to any substitutions or replacements therefor) and together with all logs, manuals, modification and maintenance records at any time required to be maintained with respect to the Aircraft in accordance with the rules and regulations of the FAA if the Aircraft is registered under the laws of the United States or the rules and regulations of the government of the country of registry if the Aircraft is registered under the laws of a jurisdiction other than the United States;

     (2) the Warranty Rights, together with all rights, powers, privileges, options and other benefits of Company under the same;

     (3) all requisition proceeds with respect to the Aircraft or any Part thereof, and all insurance proceeds with respect to the Aircraft or any Part thereof, but excluding

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all proceeds of, and rights under, any insurance maintained by Company and not required, or in excess of that required, under Section 7.06(b);

     (4) all moneys and securities held by Loan Trustee pursuant to paragraph (vii) of clause “third” of Section 3.03, all rents, revenues and other proceeds collected by Loan Trustee pursuant to Section 4.02(a), all moneys and securities from time to time paid or deposited or required to be paid or deposited to or with Loan Trustee by or for the account of Company pursuant to any term of any Operative Document and held or required to be held by Loan Trustee hereunder or thereunder, including the Securities Account and all monies and securities deposited into the Securities Account; and

     (5) all proceeds of the foregoing;

     PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event of Default shall have occurred and be continuing, Company shall have the right, to the exclusion of Loan Trustee, (i) to quiet enjoyment of the Aircraft, the Airframe, the Parts and the Engines, and to possess, use, retain and control the Aircraft, the Airframe, the Parts and the Engines and all revenues, income and profits derived therefrom and (ii) with respect to the Warranty Rights, to exercise in Company’s name all rights and powers of Buyer (as defined in the Purchase Agreement) 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; provided, further, that notwithstanding the occurrence and continuation of an Event of Default, Loan Trustee shall not enter into any amendment or modification of the Purchase Agreement that would alter the rights, benefits or obligations of Company thereunder;

     TO HAVE AND TO HOLD all and singular the aforesaid property unto Loan Trustee, and its successors and permitted assigns, in trust for the equal and proportionate benefit and security of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, except as otherwise provided in this Indenture, including Section 2.13 and Article III, without any priority of any one Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this Indenture.

     It is expressly agreed that notwithstanding anything herein to the contrary, Company shall remain liable under the Purchase Agreement to perform all of the

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obligations of the Buyer thereunder, and, except to the extent expressly provided in any Operative Document, none of Loan Trustee, any Noteholder, any other Indenture Indemnitee or any Related Indenture Indemnitee shall be required or obligated in any manner to perform or fulfill any obligations of Company under or pursuant to any Operative Document, or have any obligation or liability under the Purchase Agreement by reason of or arising out of the assignment hereunder, 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 amount that may have been assigned to it or to which it may be entitled at any time or times.

     Notwithstanding anything herein to the contrary (but without in any way releasing Company from any of its duties or obligations under the Purchase Agreement), Loan Trustee, Noteholders, other Indenture Indemnitees and Related Indenture Indemnitees confirm for the benefit of Manufacturer that in exercising any rights under the Warranty Rights, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement relating to the Warranty Rights, including, without limitation, the warranty disclaimer provisions for the benefit of Manufacturer, shall apply to and be binding upon Loan Trustee, Noteholders, other Indenture Indemnitees and Related Indenture Indemnitees to the same extent as Company. Company hereby directs Manufacturer, so long as an Event of Default shall have occurred and be continuing, to pay all amounts, if any, payable to Company pursuant to the Warranty Rights directly to Loan Trustee to be held and applied as provided herein. Nothing contained herein shall subject Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or modify in any respect the contract rights of Manufacturer thereunder except as provided in the Manufacturer’s Consent.

     Subject to the terms and conditions hereof, Company does hereby irrevocably constitute Loan Trustee the true and lawful attorney of Company (which appointment is coupled with an interest) with full power (in the name of Company or otherwise) to ask for, require, demand and receive any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due to Company under or arising out of the Purchase Agreement (to the extent assigned hereby), and all other property which now or hereafter constitutes part of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which Loan Trustee may deem to be necessary or advisable in the premises; provided that Loan Trustee shall not exercise any such rights except during the continuance of an Event of Default. Company agrees that, promptly upon receipt thereof, to the extent required by the Operative Documents, it will transfer to Loan Trustee any and all monies from time to time received by Company

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constituting part of the Collateral, for distribution by Loan Trustee pursuant to this Indenture.

     Company does hereby warrant and represent that it has not sold, assigned or pledged, and hereby covenants and agrees that it will not sell, assign or pledge, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to the provisions hereof, any of its estate, right, title or interest hereby assigned, to any Person other than Loan Trustee, except as otherwise provided in or permitted by any Operative Document.

     Company agrees that at any time and from time to time, upon the written request of Loan Trustee, Company shall promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as Loan Trustee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for Loan Trustee the full benefit of the assignment hereunder and of the rights and powers herein granted; provided that any instrument or other document so executed by Company will not expand any obligations or limit any rights of Company in respect of the transactions contemplated by the Operative Documents.

     IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

ARTICLE I

Definitions

     Section 1.01 Definitions. For all purposes of this Indenture, unless the context otherwise requires, capitalized terms used but not defined herein have the respective meanings set forth or incorporated by reference in Annex A.

     Section 1.02 Other Definitional Provisions.

     (a) The definitions stated herein and in Annex A apply equally to both the singular and the plural forms of the terms defined.

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     (b) All references in this Indenture to designated “Articles”, “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision of this Indenture, unless otherwise specifically stated.

     (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

     (d) Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”.

     (e) All references in this Indenture to a “government” are to such government and any instrumentality or agency thereof.

     (f) All references in this Indenture to a Person shall include successors and permitted assigns of such Person.

ARTICLE II

The Equipment Notes

     Section 2.01 Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below:

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT

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TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.

DELTA AIR LINES, INC.

SERIES 2010-2[__]-[___]

EQUIPMENT NOTE DUE [MATURITY DATE]

ISSUED IN CONNECTION WITH THE BOEING MODEL [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING
UNITED STATES REGISTRATION NUMBER [REG. NO.]

No. __________	Date: ________
INTEREST RATE	MATURITY DATE
__________	_______________

     DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to        , or the registered assignee thereof, the principal amount of __________________________ Dollars ($___________) [on _______] ³ [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,] ⁴ and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note.] ⁵ Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same

3	To be inserted in non-installment Equipment Notes.
4	To be inserted in installment Equipment Notes.
5	To be inserted in installment Equipment Notes.

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force and effect as if made on such scheduled date, and if payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date.

     For purposes hereof, the term “Indenture” means the Indenture and Security Agreement ([Reg. No.]), dated as of _________ ___, 20__, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture.

     This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise).

     There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture.

     The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered to Loan Trustee for cancellation.

     The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and

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interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity.

     This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note.

     As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary.

     This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.02 of the Indenture.

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     This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note.

     The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate.

     The indebtedness evidenced by this Equipment Note is[,]⁶ [(i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of Series A Equipment Notes, and certain other Secured Obligations, and (ii)]⁷ to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose.

     Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to

6	To be inserted in the case of a Series A Equipment Note.
7	To be inserted in the case of a Series B Equipment Note.

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Loan Trustee in the form received to be applied as provided in Article III of the Indenture.

     Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

     IN WITNESS WHEREOF, Company has caused this Equipment Note to be executed in its corporate name by its officer thereunto duly authorized on the date hereof.

DELTA AIR LINES, INC.
By:
	Name:
	Title:

LOAN TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Equipment Notes referred to in the within-mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Loan Trustee
By:
	Name:
	Title:

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SCHEDULE I⁸
EQUIPMENT NOTE AMORTIZATION

Payment Date Percentage of Original
Principal Amount
to be Paid

[SEE “EQUIPMENT NOTES AMORTIZATION” ON SCHEDULE I TO
INDENTURE]

* * *

     Section 2.02 Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in (a) separate Series consisting of Series A Equipment Notes and Series B Equipment Notes and (b) the maturities and principal amounts and shall bear interest at the applicable Debt Rates specified in Schedule I (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of this Section 2.02 and Section 2.11(b), such Schedule I may be amended in connection with such issuance). On the Closing Date, each Series A Equipment Note and Series B Equipment Note shall be issued to Subordination Agent on behalf of each of Pass Through Trustees for the applicable Pass Through Trust created under the Pass Through Trust Agreements referred to in Schedule II. If all of the Series B Equipment Notes shall have been redeemed pursuant to Section 2.11(b), and if, simultaneously with such redemption, new Series B Equipment Notes, which may have terms different from those of the redeemed Series B Equipment Notes, are being issued, Company shall, subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement, issue new Series B Equipment Notes with the same Series B designation as, but with the terms that may differ from those of, the redeemed Series B Equipment Notes. Any new Series B Equipment Notes issued after the Closing Date pursuant to the immediately preceding sentence shall have such maturities, principal amounts and interest rate as specified in Schedule I hereto in respect of Series B Equipment Notes, as amended in connection with any such issuance. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be

⁸ To be inserted in installment Equipment Notes.

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issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes may be issued pursuant to the provisions of Section 2.11(b).

     Each Equipment Note shall bear interest at the Debt Rate specified for the applicable Series (calculated on the basis of a year of 360 days comprised of twelve 30-day months), payable in arrears on each Payment Date on the unpaid principal amount thereof from time to time outstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, if no interest has been so paid or provided for, from the date of issuance of such Equipment Note) until such principal amount is paid in full, as further provided in the form of Equipment Note set forth in Section 2.01. The principal amount of each Series A Equipment Note and each Series B Equipment Note shall be payable in installments or in a single payment on the Payment Dates set forth in such Equipment Note, each such installment, if any, to be in an amount computed by multiplying the original principal amount of such Equipment Note by the corresponding percentage set forth in Schedule I hereto (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of this Section 2.02 and Section 2.11(b), such Schedule I may be amended in connection with such issuance) applicable to such Series, the applicable portion of which shall be attached as Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest and any other amounts payable thereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided herein when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date.

     The Equipment Notes shall be executed on behalf of Company by the manual or facsimile signature of one of its authorized officers. Equipment Notes bearing the

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signatures of individuals who were at the time of execution the proper officers of Company shall bind Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes or did not hold such offices at the respective dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purposes unless there appears on such Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee by the manual signature of one of its authorized officers, and such certificate upon any Equipment Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder.

     Section 2.03 Method of Payment. The principal amount of, interest on, Make-Whole Amount, if any, and, except to the extent expressly provided herein, all other amounts due under each Equipment Note or otherwise payable hereunder shall be payable by Company in Dollars by wire transfer of immediately available funds not later than 10:00 a.m. (New York City time) on the due date of payment to Loan Trustee at the Corporate Trust Office for distribution among Noteholders in the manner provided herein, and payment of such amount by Company to Loan Trustee shall be deemed to satisfy Company’s obligation to make such payment. Company shall not have any responsibility for the distribution of such payment to any Noteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Noteholder (with a copy to Company), all amounts paid by Company hereunder and under such Noteholder’s Equipment Note or Equipment Notes to such Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 12:00 noon (New York City time) on the due date of payment, to an account maintained by such Noteholder with a bank located in the continental United States the amount to be distributed to such Noteholder, for credit to the account of such Noteholder maintained at such bank; provided that, in the event the Equipment Notes are not held by Subordination Agent on behalf of Pass Through Trustees, Loan Trustee shall, unless instructed by Company to use another method, pay such amounts by check mailed to Noteholder’s address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified above in the immediately preceding sentence, Loan Trustee fails (other than as a result of a failure of Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the immediately preceding sentence on the Business Day it receives such funds, Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such Noteholders for loss of use of funds at the Federal Funds Rate until such payment is made and Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final

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payment in respect of any Equipment Note, such Equipment Note shall be surrendered to Loan Trustee for cancellation. Notwithstanding any other provision of this Indenture to the contrary, Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 1:00 p.m. (New York City time) at the place of payment, in which case Loan Trustee shall make such required payment on the next succeeding Business Day. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Noteholder, all payments to it shall be made to the account of such Noteholder specified in Schedule I to the Participation Agreement and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to Loan Trustee consistent with this Section 2.03.

     Section 2.04 Withholding Taxes. Loan Trustee shall exclude and withhold at the appropriate rate from each payment of principal amount of, interest on, Make-Whole Amount, if any, and other amounts due hereunder or under each Equipment Note (which exclusion and withholding shall constitute payment of such amounts payable hereunder or in respect of such Equipment Notes, as applicable) any and all withholding taxes applicable thereto as required by law. Loan Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable hereunder or in respect of the Equipment Notes, to withhold such amounts (which withholding shall constitute payment of such amounts payable hereunder or in respect of such Equipment Notes, as applicable) and timely pay the same to the appropriate authority in the name of and on behalf of Noteholders, that it will file any necessary withholding tax returns or statements when due, and that as promptly as possible after the payment thereof it will deliver to each Noteholder (with a copy to Company) appropriate documentation showing the payment thereof, together with such additional documentary evidence as any such Noteholder may reasonably request from time to time. Loan Trustee agrees to file any other information reports it is required to file under United States law.

     Section 2.05 Application of Payments. Subject always to Section 2.13 and except as otherwise provided in Article III, in the case of each Equipment Note, each payment of an installment of principal amount, Make-Whole Amount, if any, and interest paid thereon shall be applied:

     first, to the payment of accrued interest on such Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts thereunder) to the date of such payment;

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     second, to the payment of Make-Whole Amount, if any, with respect to such Equipment Note;

     third, to the payment of the principal amount of such Equipment Note (or portion thereof) then due thereunder, if any; and

     fourth, the balance, if any, remaining thereafter, to the payment of installments of the principal amount of such Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity.

     Section 2.06 Termination of Interest in Collateral. No Noteholder or Indenture Indemnitee shall, as such, have any further interest in, or other right with respect to, the Collateral when and if the principal amount of, Make-Whole Amount, if any, and interest (including, to the extent permitted by applicable law, post-petition interest and interest on any overdue amounts) on and all other amounts due under all Equipment Notes held by such Noteholder and all other sums then due and payable to such Noteholder or Indenture Indemnitee, as the case may be, hereunder (including, without limitation, under Section 2.14) and under the Participation Agreement by Company (the “Secured Obligations”) have been paid in full.

     Subject to Section 10.01 hereof, no Related Indenture Indemnitee shall, as such, have any further interest in, or other right with respect to, the Collateral when and if all Related Secured Obligations have been paid in full.

     Section 2.07 Registration, Transfer and Exchange of Equipment Notes. Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of Loan Trustee. Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, Company shall execute, and Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new

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Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, Company shall execute, and Loan Trustee shall authenticate and deliver, the Equipment Notes which Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by Company or Loan Trustee) be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to Loan Trustee, duly executed by Noteholder or such Noteholder’s attorney duly authorized in writing, and Company and Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts have been paid on such old Equipment Note. Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. Company and Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note has been issued and registered on the Equipment Note Register as the absolute owner and Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither Company nor Loan Trustee shall be affected by any notice to the contrary. Loan Trustee will promptly notify Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii)

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and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Sections 4.01(a)(ii) or 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by Noteholder and any transferee of the requirements set forth in this Section 2.07 and in Section 2.09, Loan Trustee and Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

     Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes. If any Equipment Note becomes mutilated, destroyed, lost or stolen, Company shall, upon the written request of the holder of such Equipment Note and subject to satisfaction of this Section 2.08 and of Section 2.09, execute and Loan Trustee shall authenticate and deliver in replacement thereof a new Equipment Note of the same Series, payable in the same principal amount, dated the same date and captioned as issued in connection with the Aircraft. If the Equipment Note being replaced has become mutilated, such Equipment Note shall be surrendered to Loan Trustee, and a photocopy thereof shall be furnished to Company. If the Equipment Note being replaced has been destroyed, lost or stolen, the holder of such Equipment Note shall furnish to Company and Loan Trustee such security or indemnity as may be required by them to save Company and Loan Trustee harmless and evidence satisfactory to Company and Loan Trustee of the destruction, loss or theft of such Equipment Note and of the ownership thereof.

     Section 2.09 Payment of Expenses on Transfer; Cancellation.

     (a) No service charge shall be made to a Noteholder for any registration of transfer or exchange of Equipment Notes, but Loan Trustee, as Equipment Note Registrar, may require payment of a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Equipment Notes.

     (b) Loan Trustee shall cancel all Equipment Notes surrendered for replacement, redemption, transfer, exchange, payment or cancellation, shall keep a copy of such canceled Equipment Notes, and shall send the original canceled Equipment Notes marked “canceled” to Company.

     Section 2.10 Mandatory Redemption of Equipment Notes. Company shall redeem the Equipment Notes in whole in connection with an Event of Loss in respect of the Airframe or the Airframe and the Engines installed thereon (unless Company has

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performed the option set forth in Section 7.05(a)(i) with respect thereto) on or before the Loss Payment Date at a redemption price equal to 100% of the unpaid principal amount thereof, together with all accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, but without any Make-Whole Amount.

     Section 2.11 Voluntary Redemption of Equipment Notes.

     (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders, plus Make-Whole Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a) unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed.

     (b) All of the Series B Equipment Notes may be redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and Noteholders of the Series B Equipment Notes, and the Series B Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to Noteholders of the Series B Equipment Notes, plus Make-Whole Amount, if any; provided that:

     (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously with such redemption, the Related Series B Equipment Notes shall also be redeemed; and

     (ii) if, simultaneously with such redemption, new Series B Equipment Notes, which may have terms different from those of the redeemed Series B Equipment Notes, are being issued, such new Series B Equipment Notes shall be issued in accordance with Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) of the Intercreditor Agreement.

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     (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to Subordination Agent for the benefit of such Pass Through Trustee.

     Section 2.12 Redemptions; Notice of Redemptions; Repurchases.

     (a) No redemption of any Equipment Note may be made except to the extent and in the manner expressly permitted by this Indenture. Company may at any time repurchase any of the Equipment Notes not held by Subordination Agent at any price and may hold or resell such Equipment Notes or surrender such Equipment Notes to Loan Trustee for cancellation.

     (b) Notice of redemption with respect to the Equipment Notes shall be given by Loan Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the applicable redemption date, to each Noteholder of such Equipment Notes to be redeemed, at such Noteholder’s address appearing in the Equipment Note Register; provided that such notice shall be revocable by written notice from Company to Loan Trustee given no later than three days prior to the redemption date. All notices of redemption shall state: (1) the redemption date, (2) the applicable basis for determining the redemption price, (3) that on the redemption date, the redemption price will become due and payable upon each such Equipment Note, and that, if any such Equipment Notes are then outstanding, interest on such Equipment Notes shall cease to accrue on and after such redemption date and (4) the place or places where such Equipment Notes are to be surrendered for payment of the redemption price.

     (c) On or before the redemption date, Company (or any person on behalf of Company) shall, to the extent an amount equal to the redemption price for the Equipment Notes to be redeemed on the redemption date shall not then be held by Loan Trustee, deposit or cause to be deposited with Loan Trustee by 10:00 a.m. (New York City time) on the redemption date in immediately available funds the redemption price of the Equipment Notes to be redeemed.

     (d) Notice of redemption having been given as aforesaid (and not revoked as permitted by this Section 2.12), the Equipment Notes to be redeemed shall, on the redemption date, become due and payable at the Corporate Trust Office of Loan Trustee, and from and after such redemption date (unless there is a default in the payment of the

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redemption price) any such Equipment Notes then outstanding shall cease to bear interest. Upon surrender of any such Equipment Note for redemption in accordance with said notice, such Equipment Note shall be redeemed at the redemption price.

     Section 2.13 Subordination.

     (a) The indebtedness evidenced by the Series B Equipment Notes is, to the extent and in the manner provided in this Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b), may be amended in connection with the issuance of such new Series B Equipment Notes), subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of the Series A Equipment Notes, and the Series B Equipment Notes are issued subject to such provisions. The indebtedness evidenced by the Series A Equipment Notes and the Series B Equipment Notes is, to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and the Series A Equipment Notes and the Series B Equipment Notes are issued subject to such provisions. By acceptance of its Equipment Notes of any Series, each Noteholder of such Series (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in this Indenture and the applicable Related Indenture and (iii) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose.

     (b) Company, Loan Trustee and, by acceptance of its Equipment Notes of any Series, each Noteholder of such Series, hereby agree that no payment or distribution shall be made on or in respect of the Secured Obligations, or the “Secured Obligations” under any Related Indenture, owed to such Noteholder of such Series, including any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) or after the commencement of any proceedings of the type referred to in Sections 4.01(g), (h) or (i), except, in each case, as expressly provided in Article III of this Indenture or Article III of the applicable Related Indenture, as appropriate.

     (c) By the acceptance of its Equipment Notes of any Series, each Noteholder of such Series agrees that (i) if such Noteholder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligations in respect of such Series that it is

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not entitled to receive under this Section 2.13 or Article III, it will hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III and (ii) if such Noteholder, in its capacity as a “Noteholder” under any Related Indenture, receives any payment or distribution on any “Secured Obligations” in respect of “Equipment Notes” of any “Series” issued under such Related Indenture that it is not entitled to receive under Section 2.13 or Article III of such Related Indenture, it will hold any amount so received in trust for the Related Loan Trustee under such Related Indenture and forthwith turn over such amount to such Related Loan Trustee under such Related Indenture in the form received to be applied as provided in Article III of such Related Indenture.

     Section 2.14 Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04:

     (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series A Equipment Notes and the Series B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Note Purchase Agreement);

     (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a);

     (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a);

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     (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a);

     (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”);

     (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and

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     (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

     For purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied Non-Extension Advance”, “Applied Provider Advance”, “Applied Special Termination Advance”, “Downgrade Advance”, “Final Advance”, “Investment Earnings”, “Non-Extension Advance”, “Special Termination Advance” and “Unpaid Advance” have the meanings specified in each Liquidity Facility or the Intercreditor Agreement, as applicable.

     Section 2.15 Repayment of Monies for Equipment Note Payments Held by Loan Trustee. Any money held by Loan Trustee in trust for any payment of the principal of, Make-Whole Amount, if any, or interest or any other amounts due on, any Equipment Note, including, without limitation, any money deposited pursuant to Section 2.12(c) or 10.01, and remaining unclaimed for a 730-day period (for purposes of calculating this 730-day period, all days on which the payment of such money shall not have been made because of operation of law shall be excluded) after the due date for such payment (or such lesser time as Loan Trustee is satisfied, after 60 days’ notice from Company, is one month prior to the escheat period provided under applicable state law) shall be paid to Company. Noteholders of any outstanding Equipment Notes shall thereafter, as unsecured general creditors, look only to Company for payment thereof, and all liability of Loan Trustee with respect to such trust money shall thereupon cease. Loan Trustee, before being required to make any such repayment, may at the expense of Company cause to be mailed to each such Noteholder notice that such money remains unclaimed. After a date specified in such notice, which may not be less than 30 days from the date of mailing, any unclaimed balance of such money then remaining will be repaid to Company as provided herein.

     Section 2.16 Directions by Subordination Agent. So long as Subordination Agent is a Noteholder, notwithstanding anything contained herein or in any other Operative Document to the contrary, in exercising its right to vote the Equipment Notes held by it, or in giving or taking any direction, consent, request, demand, instruction, authorization, notice, waiver or other action provided by this Indenture or in respect of the Equipment Notes to be given or taken by a Noteholder (each such vote or other action, a “Direction”) in respect of such Equipment Notes, Subordination Agent may act in accordance with any votes, directions, consents, requests, demands, instructions,

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authorizations, notices, waivers or other actions given or taken by any applicable Pass Through Trustee or the Controlling Party pursuant to the Intercreditor Agreement, including without limitation pursuant to Section 2.06, Article IV or Section 8.01(b) thereof. Subordination Agent shall be permitted (x) to give a Direction with respect to less than the entire principal amount of any single Equipment Note held by it, and (y) to give different Directions with respect to different portions of the principal amount of any single Equipment Note held by it. Any Direction given by Subordination Agent at any time with respect to more than a majority in aggregate unpaid principal amount of all of the Equipment Notes issued and then outstanding hereunder shall be deemed to have been given by a Majority in Interest of Noteholders.

ARTICLE III

Receipt, Distribution and Application of Income
From the Collateral

     Section 3.01 Basic Distributions. Except as otherwise provided in Sections 3.02, 3.03 and 3.04, each periodic payment by Company of regularly scheduled installments of principal or interest on the Equipment Notes received by Loan Trustee shall be promptly distributed in the following order of priority:

     first, so much of such payment as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series A Equipment Notes shall be distributed to Noteholders of Series A Equipment Notes ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series A Equipment Note bears to the aggregate amount of the payments then due under all Series A Equipment Notes;

     second, after giving effect to clause “first” above (except as this clause “second” may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes), so much of such payment remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series B

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Equipment Notes shall be distributed to Noteholders of Series B Equipment Notes ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series B Equipment Note bears to the aggregate amount of the payments then due under all Series B Equipment Notes; and

     third, the balance, if any, of such installment remaining thereafter shall be distributed to Company.

     Section 3.02 Event of Loss; Optional Redemption.

     Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority:

first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below);

     second, after giving effect to clause “first” above:

     (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and

     (ii) after giving effect to paragraph (i) above (except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes),

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so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;

     third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (vii) of clause “third” of Section 3.03; and

     fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03;

provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of the Series B Equipment Notes pursuant to Section 2.11(b), no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to the Series A Equipment Notes in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

     Section 3.03 Payments After Event of Default.

          Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority:

     first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and

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profits of, the property included in the Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder;

     second, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Noteholder pursuant to Section 5.03;

     third, after giving effect to clause “second” above:

     (i) so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes to the date of distribution, shall be distributed to Noteholders of Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all

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Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution;

     (ii) after giving effect to paragraph (i) above (except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series B Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to Noteholders of Series B Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution;

     (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in accordance with the priorities and prorations in such clause “first”;

     (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in accordance with the priorities and prorations in such clause “second”;

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     (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures;

     (vi) after giving effect to paragraph (v) above (except as this paragraph (vi) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures;

     (vii) after giving effect to paragraph (vi) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of

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Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and

     fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company.

     No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

     Section 3.04 Certain Payments.

     (a) Any payments received by Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document.

     (b) Notwithstanding anything to the contrary contained in this Article III, Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from Company pursuant to Section 4.02 of the Participation Agreement payable to (i) U.S. Bank and Loan Trustee, (ii) Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) Pass Through Trustees, and (v) any Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by Loan Trustee from Company under Section 2.14 shall be distributed to

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Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement.

     (c) Any payments received by Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Loan Trustee to Company.

     Section 3.05 Payments to Company. Any amounts distributed hereunder by Loan Trustee to Company shall be paid to Company (within the time limits contemplated by Section 2.03) by wire transfer of funds of the type received by Loan Trustee at such office and to such account or accounts of such entity or entities as shall be designated by notice from Company to Loan Trustee from time to time.

     Section 3.06 Cooperation. Prior to making any distribution under this Article III, Loan Trustee shall consult with Related Loan Trustees to determine amounts payable with respect to the Related Secured Obligations. Loan Trustee shall cooperate with Related Loan Trustees and shall provide such information as shall be reasonably requested by each Related Loan Trustee to enable such Related Loan Trustee to determine amounts distributable under Article III of its Related Indenture.

     Section 3.07 Securities Account. In furtherance of the provisions of Section 3.03, U.S. Bank agrees to act as an Eligible Institution under the Indenture in accordance with the provisions of this Indenture (in such capacity, the “Securities Intermediary”). Except in its capacity as Loan Trustee, U.S. Bank waives any claim or lien against any Eligible Account it may have, by operation of law or otherwise, for any amount owed to it by Company. The Securities Intermediary hereby agrees that, notwithstanding anything to the contrary in this Indenture, (i) any amounts to be held by Loan Trustee pursuant to paragraph (vii) of clause “third” of Section 3.03 and any investment earnings thereon or other Permitted Investments in which such amounts are invested will be credited to an Eligible Account (the “Securities Account”) for which it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC) and Loan Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) of the “security entitlement” (as defined in Section 8-102(a)(17) of the NY UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible Account, (ii) all such amounts, Permitted Investments and all other property

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acquired with cash credited to the Securities Account will be credited to the Securities Account, (iii) all items of property (whether cash, investment property, Permitted Investments, other investments, securities, instruments or other property) credited to the Securities Account will be treated as a “financial asset” under Article 8 of the NY UCC, (iv) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the NY UCC) with respect to the Securities Account is the State of New York, and (v) all securities, instruments and other property in order or registered form and credited to the Securities Account shall be payable to or to the order of, or registered in the name of, the Securities Intermediary or shall be indorsed to the Securities Intermediary or in blank, and in no case whatsoever shall any financial asset credited to the Securities Account be registered in the name of Company, payable to or to the order of Company or specially indorsed to Company except to the extent the foregoing have been specially endorsed by Company to the Securities Intermediary or in blank. Loan Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “security entitlements” to the “financial assets” credited to the Securities Account in trust for the benefit of Noteholders, each Indenture Indemnitee and each Related Indenture Indemnitee as set forth in this Indenture. Company acknowledges that, by reason of Loan Trustee being the “entitlement holder” in respect of the Securities Account as provided above, Loan Trustee shall have the sole right and discretion, subject only to the terms of this Indenture, to give all “entitlement orders” (as defined in Section 8-102(a)(8) of the NY UCC) with respect to the Securities Account and any and all financial assets and other property credited thereto to the exclusion of Company. If any Person asserts any Lien (including, without limitation, any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Securities Account or any financial asset carried therein, U.S. Bank will promptly notify Loan Trustee and Company thereof.

ARTICLE IV

Events of Default; Remedies of Loan Trustee

     Section 4.01 Events of Default. Each of the following events constitutes an “Event of Default” whether such event is voluntary or involuntary or comes about or is effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body and each such Event of Default is deemed to exist and continue so long as, but only as long as, it has not been remedied or explicitly waived:

     (a) Company fails to make any payment of principal amount of, Make-Whole Amount, if any, or interest on, any Equipment Note within 15 days after such payment is due;

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     (b) Company fails to make payment when the same is due of any amount (other than amounts referred to in Section 4.01(a)) due hereunder, under any Equipment Note or under any other Operative Document, and such failure continues unremedied for 30 days after the receipt by Company of written notice thereof from Loan Trustee or any Noteholder;

     (c) Company fails to carry and maintain (or cause to be maintained) insurance or indemnity on or with respect to the Aircraft in accordance with the provisions of Section 7.06; provided that no such failure to carry and maintain insurance shall constitute an Event of Default until the earlier of (i) the date such failure has continued unremedied for a period of 30 days after receipt by Loan Trustee of the notice of cancellation referred to in Section 7.06 or (ii) the date such insurance is not in effect as to Loan Trustee;

     (d) Company fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under any Operative Document, and such failure continues unremedied for a period of 60 days after receipt by Company of written notice thereof from Loan Trustee or any Noteholder; provided that, if such failure is capable of being remedied, no such failure shall constitute an Event of Default for a period of one year after such notice is received by Company so long as Company is diligently proceeding to remedy such failure;

     (e) any representation or warranty made by Company in any Operative Document was incorrect in any material respect at the time made, and such incorrectness continues to be material to the transactions contemplated hereby and continues unremedied for a period of 60 days after receipt by Company of written notice thereof from Loan Trustee; provided that, if such incorrectness is capable of being remedied, no such incorrectness shall constitute an Event of Default for a period of one year after such notice is received by Company so long as Company is diligently proceeding to remedy such incorrectness;

     (f) Company consents to the appointment of or the taking of possession by a receiver, trustee or liquidator in respect of a substantial part of its property, admits in writing its inability to pay its debts generally as they come due or makes a general assignment for the benefit of its creditors;

     (g) Company files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief as a debtor

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in a case under any bankruptcy laws or insolvency laws (as in effect at such time) or an answer admitting the material allegations of a petition filed against Company as a debtor in any such case, or Company as a debtor seeks relief by voluntary petition, answer or consent under the provisions of any other bankruptcy or other similar law providing for the reorganization or winding-up of corporations (as in effect at such time), or Company seeks an agreement, composition, extension or adjustment with its creditors under such laws;

     (h) an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of Company, a receiver, trustee or liquidator of Company or sequestering any substantial part of its property, or granting any other relief in respect of Company as a debtor under any bankruptcy laws or insolvency laws (as in effect at such time), and any such order, judgment or decree of appointment or sequestration remains in force undismissed, unstayed or unvacated for a period of 90 days after the date of entry thereof;

     (i) a petition against Company as a debtor in a case under the federal bankruptcy laws or other insolvency laws (as in effect at such time) is filed and not withdrawn or dismissed within 90 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations that may apply to Company, any court of competent jurisdiction assumes jurisdiction, custody or control of Company or of any substantial part of its property and such jurisdiction, custody or control remains in force unrelinquished, unstayed or unterminated for a period of 90 days; or

     (j) an “Event of Default” (as defined in any Related Indenture) shall have occurred and be continuing;

provided that notwithstanding anything to the contrary contained in this Section 4.01, any failure of Company to perform or observe any covenant, condition or agreement shall not constitute an Event of Default if such failure arises by reason of an event referred to in the definition of “Event of Loss” so long as Company is continuing to comply with all of the terms of Section 7.05.

     Section 4.02 Remedies.

     (a) If an Event of Default has occurred and is continuing and so long as the same shall continue unremedied, then and in every such case Loan Trustee may, and upon the written instructions of a Majority in Interest of Noteholders, Loan Trustee shall,

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do one or more of the following to the extent permitted by, and subject to compliance with the requirements of, applicable law then in effect (provided that during any period the Airframe or any Engine is subject to the CRAF Program and is in possession of or being operated under the direction of the United States government or an agency or instrumentality of the United States, Loan Trustee shall not, on account of any Event of Default, be entitled to exercise or pursue any of the powers, rights or remedies described in this Section 4.02 in such manner as to limit Company’s control under this Indenture (or any Permitted Lessee’s control under any Lease) of the Airframe or such Engine, unless at least 60 days’ (or such lesser period as may then be applicable under the CRAF Program of the United States government) prior written notice of default hereunder has been given by Loan Trustee by registered or certified mail to Company (and any such Permitted Lessee) with a copy addressed to the Contracting Office Representative or other appropriate person for the Air Mobility Command of the United States Air Force under any contract with Company (or such Permitted Lessee) relating to the Aircraft):

     (i) declare by written notice to Company all the Equipment Notes to be due and payable, whereupon the aggregate unpaid principal amount of all Equipment Notes then outstanding, together with accrued but unpaid interest thereon, and other amounts due thereunder (but without Make-Whole Amount), shall immediately become due and payable without presentment, demand, protest or other notice, all of which are hereby waived; provided that if an Event of Default referred to in Sections 4.01(f), (g), (h) or (i) has occurred and is continuing, then and in every such case the unpaid principal amount of the Equipment Notes then outstanding, together with accrued but unpaid interest thereon, and all other amounts due thereunder (but without Make-Whole Amount) shall immediately and without further act become due and payable without presentment, demand, protest or notice, all of which are hereby waived; and, following such declaration or deemed declaration:

     (ii) (A) cause Company, upon the demand by notice of Loan Trustee, at Company’s expense, to deliver promptly, and Company shall deliver promptly, all or such part of the Airframe or any Engine as Loan Trustee so demands to Loan Trustee or its order, or, if Company has failed to so deliver the Airframe or any Engine after such demand, Loan Trustee, at its option, may enter upon the premises where all or any part of the Airframe or any Engine are located and take immediate possession of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held at the expense of Company for the account of any such

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owner, lessor, lienor, secured party or, if such engine is owned by Company, may at the option of Company with the consent of Loan Trustee (which will not be unreasonably withheld) or at the option of Loan Trustee with the consent of Company (which will not be unreasonably withheld), be exchanged with Company for an Engine in accordance with the provisions of Section 7.05(b); (B) sell all or any part of the Airframe and any Engine at public or private sale, whether or not Loan Trustee at the time has possession thereof, as Loan Trustee may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe or such Engine as Loan Trustee, in its sole discretion, determines, all free and clear of any rights or claims of Company, and the proceeds of such sale or disposition shall be applied as set forth in Section 3.03; or (C) exercise any other remedy of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought); provided that, notwithstanding anything to the contrary set forth herein or in any other Operative Document, (i) as permitted by Article 15 of the Cape Town Convention, the provisions of Chapter III of the Cape Town Convention are hereby excluded and made inapplicable to this Indenture and the other Operative Documents, except for those provisions of such Chapter III that cannot be derogated from; and (ii) as permitted by Article IV(3) of the Aircraft Protocol, the provisions of Chapter II of the Aircraft Protocol are hereby excluded and made inapplicable to this Indenture and the other Operative Documents, except for (x) Article XVI of the Aircraft Protocol and (y) those provisions of such Chapter II that cannot be derogated from. In furtherance of the foregoing, the parties hereto agree that the exercise of remedies hereunder and the other Operative Documents is subject to other applicable law, including without limitation, the Uniform Commercial Code (as in effect in the State of New York) and the Bankruptcy Code, and that nothing herein derogates from the rights of Company or Loan Trustee under or pursuant to such other applicable law, including without limitation, the Uniform Commercial Code (as in effect in the State of New York) or the Bankruptcy Code.

     Upon every such taking of possession of Collateral under this Section 4.02, Loan Trustee may, from time to time, at the expense of the Collateral, make all such expenditures for maintenance, insurance, repairs, alterations, additions and improvements to and of the Collateral as it deems necessary to cause the Collateral to be in such condition as required by the provisions of this Indenture. In each such case, Loan Trustee may maintain, use, operate, store, insure, lease, control, manage or dispose of the Collateral and may exercise all rights and powers of Company relating to the Collateral as Loan Trustee reasonably deems best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management or disposition of the Collateral or any part thereof as Loan Trustee may reasonably determine; and Loan Trustee shall be entitled to collect and receive

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directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof without prejudice, however, to the rights of Loan Trustee under any provision of this Indenture to collect and receive all cash held by, or required to be deposited with Loan Trustee hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the use, operation, storage, insurance, leasing, control, management or disposition of the Collateral, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments that Loan Trustee is required or elects to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which Loan Trustee is required or expressly authorized to make under any provision of this Indenture, as well as just and reasonable compensation for the services of Loan Trustee, and shall otherwise be applied in accordance with Article III. If an Event of Default has occurred and is continuing and the Equipment Notes either have been accelerated pursuant to this Section 4.02 or have become due at maturity and Loan Trustee is entitled to exercise rights hereunder, at the request of Loan Trustee, Company shall promptly execute and deliver to Loan Trustee such instruments of title and other documents as Loan Trustee reasonably deems necessary or advisable to enable Loan Trustee or an agent or representative designated by Loan Trustee, at such time or times and place or places as Loan Trustee specifies, to obtain possession of all or any part of the Collateral to which Loan Trustee at the time is entitled hereunder. If Company for any reason fails to execute and deliver such instruments and documents after such request by Loan Trustee, Loan Trustee may seek a judgment conferring on Loan Trustee the right to immediate possession and requiring Company to execute and deliver such instruments and documents to Loan Trustee, to the entry of which judgment Company hereby specifically consents to the fullest extent it may lawfully do so. All actual and reasonable expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Indenture.

     (b) Loan Trustee shall give Company at least 30 days’ prior written notice of any public sale or of the date on or after which any private sale will be held, which notice Company hereby agrees to the extent permitted by applicable law is reasonable notice. Any Noteholder or Noteholders shall be entitled to bid for and become the purchaser of any Collateral offered for sale pursuant to this Section 4.02 and to credit against the purchase price bid at such sale by such Noteholders all or any part of the unpaid amounts owing to such Noteholders under the Operative Documents and secured by the Lien of this Indenture (but only to the extent that such purchase price would have been paid to such Noteholders pursuant to Article III if such purchase price were paid in cash and the foregoing provision of this Section 4.02(b) were not given effect). Loan Trustee may exercise such right without possession or production of the Equipment Notes or proof of ownership thereof, and as a representative of Noteholders may exercise such right without notice to Noteholders as party to any suit or proceeding relating to the

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foreclosure of any Collateral. Company may also bid for and become the purchaser of any Collateral offered for sale pursuant to this Section 4.02.

     (c) To the extent permitted by applicable law, while an Event of Default has occurred and is continuing, Company irrevocably appoints Loan Trustee the true and lawful attorney-in-fact of Company (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Indenture, whether pursuant to foreclosure or power of sale, or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as may be necessary or appropriate, with full power of substitution, Company hereby ratifying and confirming all that such attorney or any substitute does by virtue hereof in accordance with applicable law; provided that if so requested by Loan Trustee or any purchaser, Company shall ratify and confirm any such sale, assignment or transfer of delivery, by executing and delivering to Loan Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may reasonably be designated in any such request.

     (d) At any time after Loan Trustee has declared the unpaid principal amount of all Equipment Notes then outstanding to be due and payable, or all Equipment Notes shall have become due and payable as provided in the proviso to Section 4.02(a)(i), and, in either case, prior to the sale of any part of the Collateral pursuant to this Article IV, a Majority in Interest of Noteholders, by written notice to Company and Loan Trustee, may rescind and annul such declaration, whether made by Loan Trustee on its own accord or as directed or deemed declaration, and its consequences if: (i) there has been paid to or deposited with Loan Trustee an amount sufficient to pay all overdue installments of principal amount of, and interest on, the Equipment Notes, and all other amounts owing under the Operative Documents, that have become due otherwise than by such declaration of acceleration and (ii) all other Events of Default, other than nonpayment of principal amount or interest on the Equipment Notes that have become due solely because of such acceleration, have been either cured or waived; provided that no such rescission or annulment shall extend to or affect any subsequent default or Event of Default or impair any right consequent thereon.

     (e) Notwithstanding anything contained herein, (i) so long as Pass Through Trustee under any Pass Through Trust Agreement or Subordination Agent on its behalf is a Noteholder, Loan Trustee will not be authorized or empowered to acquire title to any Collateral or take any action with respect to any Collateral so acquired by it if such acquisition or action would cause any Pass Through Trust to fail to qualify as a “grantor trust” for federal income tax purposes, and (ii) Loan Trustee will not take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the Intercreditor Agreement.

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     Section 4.03 Remedies Cumulative. To the extent permitted under applicable law, each and every right, power and remedy specifically given to Loan Trustee herein or otherwise in this Indenture shall be cumulative and shall be in addition to every other right, power and remedy specifically given herein or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically given herein or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by Loan Trustee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by Loan Trustee in the exercise of any right, remedy or power or in the pursuance of any remedy shall, to the extent permitted by applicable law, impair any such right, power or remedy or be construed to be a waiver of any default on the part of Company or to be an acquiescence therein.

     Section 4.04 Discontinuance of Proceedings. In case Loan Trustee has instituted any proceedings to enforce any right, power or remedy under this Indenture by foreclosure, entry or otherwise, and such proceedings have been discontinued or abandoned for any reason or have been determined adversely to Loan Trustee, then and in every such case Company and Loan Trustee shall, subject to any determination in such proceedings, be restored to their former positions and rights hereunder with respect to the Collateral, and all rights, remedies and powers of Loan Trustee shall continue as if no such proceedings had been undertaken (but otherwise without prejudice).

     Section 4.05 Waiver of Past Defaults. Upon written instruction from a Majority in Interest of Noteholders, Loan Trustee shall waive any past default hereunder and its consequences, and upon any such waiver such default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture and the other Operative Documents, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon; provided that in the absence of written instructions from each of the affected Noteholders, Loan Trustee shall not waive any default (i) in the payment of the principal amount, Make-Whole Amount, if any, or interest due under any Equipment Note then outstanding (other than with the consent of the holder thereof), or (ii) in respect of a covenant or provision hereof which, under Article IX, cannot be modified or amended without the consent of each such affected Noteholder.

     Section 4.06 Noteholders May Not Bring Suit Except Under Certain Conditions. A Noteholder of any Series shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Indenture for the appointment of a receiver or for the enforcement of any other remedy under this Indenture, unless:

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     (1) such Noteholder previously shall have given written notice to Loan Trustee of a continuing Event of Default;

     (2) a Majority in Interest of Noteholders shall have requested Loan Trustee in writing to institute such action, suit or proceeding and shall have offered to Loan Trustee indemnity as provided in Section 5.03;

     (3) Loan Trustee shall have refused or neglected to institute any such action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and

     (4) no direction inconsistent with such written request shall have been given to Loan Trustee during such 60-day period by a Majority in Interest of Noteholders.

     Except to the extent provided in the Intercreditor Agreement or in any Indenture Supplement, it is understood and intended that no one or more of Noteholders of any Series shall have any right in any manner whatsoever hereunder or under the Indenture Supplement or under the Equipment Notes of such Series to (i) surrender, impair, waive, affect, disturb or prejudice any Collateral, or the Lien of the Indenture on any Collateral, or the rights of Noteholders of such Series, (ii) obtain or seek to obtain priority over or preference with respect to any other such Noteholder of such Series or (iii) enforce any right under this Indenture, except in the manner provided in this Indenture and for the equal, ratable and common benefit of all Noteholders of such Series subject to the provisions of this Indenture.

     Section 4.07 Appointment of a Receiver. To the extent permitted by applicable law, if an Event of Default shall have occurred and be continuing, and the Equipment Notes either shall have been accelerated pursuant to Section 4.02 or have become due at maturity, Loan Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be Loan Trustee or any successor or nominee thereof) for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise, and, to the extent permitted by applicable law, Company hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Collateral shall be entitled to exercise all the rights and powers of Loan Trustee with respect to the Collateral.

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ARTICLE V

Duties of Loan Trustee

     Section 5.01 Notice of Event of Default. If Loan Trustee has knowledge of an Event of Default or of a default arising from a failure by Company to pay when due any payment of principal amount, interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan Trustee shall promptly give notice thereof to Company, each Liquidity Provider and each Noteholder. Subject to the terms of Sections 4.02, 4.05, 5.02 and 5.03, Loan Trustee shall take such action, or refrain from taking such action, with respect to such default or Event of Default (including with respect to the exercise of any rights or remedies hereunder) as Loan Trustee is instructed in writing by a Majority in Interest of Noteholders. Subject to the provisions of Section 5.03, if Loan Trustee does not receive instructions as above provided within 20 Business Days after giving notice of such default or Event of Default to Noteholders, Loan Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action with respect to such default or Event of Default as it reasonably determines to be advisable in the best interests of Noteholders, but shall be under no duty to take or refrain from taking any action. Loan Trustee shall use the same degree of care and skill in connection therewith as a prudent person would use under the circumstances in the conduct of his or her own affairs. Loan Trustee may not sell the Airframe or any Engine without the consent of a Majority in Interest of Noteholders.

     For all purposes of this Indenture, in the absence of actual knowledge, Loan Trustee shall not be deemed to have knowledge of a default or an Event of Default unless notified in writing by Company or one or more Noteholders; and “actual knowledge” (as used in the foregoing clause) of Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of Loan Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to Loan Trustee when the same shall become due or (ii) the failure of Company to maintain insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an insurer or insurance broker.

     Section 5.02 Action upon Instructions; Certain Rights and Limitations. Subject to the terms of Article IV and this Article V, upon the written instructions at any time of a Majority in Interest of Noteholders, Loan Trustee shall promptly (i) give such notice, direction, consent, waiver or approval or exercise such right, remedy or power hereunder in respect of all or any part of the Collateral or (ii) take such other action permitted hereunder, in each case, as is specified in such instructions.

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     Loan Trustee will cooperate with Company in connection with the recording, filing, re-recording and refiling of the Indenture and any supplements to it and any financing statements or other documents as is necessary to maintain the perfection hereof or otherwise protect the security interests created hereby. Loan Trustee shall furnish to Company upon request such information and copies of such documents as Loan Trustee may have and as are necessary for Company to perform its duties under Article II.

     Section 5.03 Indemnification. Loan Trustee shall not be required to take any action or refrain from taking any action under Section 5.01 (other than the first sentence thereof) or 5.02 or Article IV unless it shall have received indemnification against any risks incurred in connection therewith in form and substance reasonably satisfactory to it, including, without limitation, adequate advances against costs that may be actually incurred by it in connection therewith. Loan Trustee shall not be required to take any action under Section 5.01 (other than the first sentence thereof) or 5.02 or Article IV, nor shall any other provision of any Operative Document be deemed to impose a duty on Loan Trustee to take any action, if Loan Trustee shall have been advised by outside counsel that such action is contrary to the terms hereof or is otherwise contrary to law.

     Section 5.04 No Duties Except as Specified in Indenture or Instructions. Loan Trustee shall not have any duty or obligation to manage, control, lease, use, sell, operate, store, dispose of or otherwise deal with the Aircraft or any other part of the Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Indenture, except as expressly provided by the terms of this Indenture or the Participation Agreement or as expressly provided in written instructions received pursuant to the terms of Section 5.01 or 5.02; and no implied duties or obligations shall be read into this Indenture against Loan Trustee.

     Section 5.05 No Action Except under Indenture or Instructions. Loan Trustee will not manage, control, use, sell, lease, operate, store, dispose of or otherwise deal with the Aircraft or any other part of the Collateral except in accordance with the powers granted to, or the authority conferred upon, Loan Trustee pursuant to this Indenture and in accordance with the express terms hereof.

     Section 5.06 Investment of Amounts Held by Loan Trustee. Any monies (including for the purpose of this Section 5.06 any amounts held by Loan Trustee pursuant to Section 3.02, 3.03 or 3.07 or pursuant to any provision of any other Operative Document providing for amounts to be held by Loan Trustee which are not distributed pursuant to the other provisions of Article III, or any cash received by Loan Trustee pursuant to Section 7.05(c) or 7.06(d) or otherwise, or Permitted Investments purchased by the use of such cash pursuant to this Section 5.06 or any cash constituting the proceeds

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of the maturity, sale or other disposition of any Permitted Investments) held by Loan Trustee hereunder as part of the Collateral, until paid out by Loan Trustee as herein provided, (i) subject to clause (ii) below and Section 3.07, may be carried by Loan Trustee on deposit with itself or on deposit to its account with any bank, trust company or national banking association incorporated or doing business under the laws of the United States or one of the states thereof having combined capital and surplus and retained earnings of a least $100,000,000, and Loan Trustee shall not have any liability for interest upon any such monies except as otherwise agreed in writing with Company, or (ii) at any time and from time to time, so long as no Event of Default shall have occurred and be continuing, at the request of Company, shall be invested and reinvested in Permitted Investments as specified in such request (if such investments are reasonably available for purchase) and sold, in any case at such prices, including accrued interest or its equivalent, as are set forth in such request, and, as provided in Section 3.07, such Permitted Investments shall be held by Loan Trustee in trust as part of the Collateral until so sold; provided that Company shall upon demand pay to Loan Trustee the amount of any loss realized upon maturity, sale or other disposition of any such Permitted Investment and, so long as no Event of Default or Payment Default shall have occurred and be continuing, Company shall be entitled to receive from Loan Trustee, and Loan Trustee shall promptly pay to Company, any profit, income, interest, dividend or gain realized upon maturity, sale or other disposition of any Permitted Investment. All Permitted Investments held by Loan Trustee pursuant to this Section 5.06 shall be held pursuant to Section 3.07. If an Event of Default or Payment Default shall have occurred and be continuing, any net income, profit, interest, dividend or gain realized upon maturity, sale or other disposition of any Permitted Investment shall be held as part of the Collateral and shall be applied by Loan Trustee at the same time, on the same conditions and in the same manner as the amounts in respect of which such income, profit, interest, dividend or gain was realized are required to be distributed in accordance with the provisions hereof pursuant to which such amounts were required to be held. Subject to Section 3.03, at such time as there shall not be continuing any such Event of Default or Payment Default, such income, profit, interest, dividend or gain shall be paid to Company. In addition, subject to Section 3.03, if any moneys or investments are held by Loan Trustee solely because an Event of Default or Payment Default has occurred and is continuing, at such time as there shall not be continuing any such Event of Default or Payment Default, such moneys and investments shall be paid to Company. Loan Trustee shall not be responsible for any losses on any investments or sales of Permitted Investments made pursuant to the procedure specified in this Section 5.06 other than by reason of its willful misconduct or negligence.

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ARTICLE VI

Loan Trustee

     Section 6.01 Acceptance of Trusts and Duties. U.S. Bank accepts the trusts and duties hereby created and applicable to it and agrees to perform such duties, but only upon the terms of this Indenture and agrees to receive, handle and disburse all monies received by it as Loan Trustee constituting part of the Collateral in accordance with the terms. U.S. Bank shall have no liability hereunder except (a) for its own willful misconduct or negligence, (b) as provided in the fourth sentence of Section 2.03 and the last sentence of Section 5.06, (c) for liabilities that may result from the inaccuracy of any representation or warranty of U.S. Bank in the Participation Agreement or expressly made hereunder and (d) as otherwise expressly provided in the Operative Documents.

     For the avoidance of doubt, Loan Trustee shall also be accountable in its capacity as Securities Intermediary with respect to the Security Account, as set forth in Section 3.07.

     Section 6.02 Absence of Certain Duties. Except in accordance with written instructions furnished pursuant to Section 5.01, 5.02 or 6.06, and except as provided in, and without limiting the generality of, Sections 5.02, 5.03 and 5.04, Loan Trustee shall have no duty (a) to see to any registration of the Aircraft or any recording or filing of this Indenture or any other document, or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Aircraft or to effect or maintain any such insurance, whether or not Company is in default with respect thereto, (c) to confirm, verify or inquire into the failure to receive any financial statements of Company or (d) to inspect the Aircraft at any time or ascertain or inquire as to the performance or observance of any of Company’s covenants hereunder with respect to the Aircraft.

     Section 6.03 No Representations or Warranties as to the Documents. Except as provided in Article V of the Participation Agreement, Loan Trustee shall not be deemed to have made any representation or warranty as to the validity, legality or enforceability of any Operative Document or any other document or instrument, or as to the correctness of any statement (other than a statement by Loan Trustee) contained herein or therein, except that Loan Trustee hereby represents and warrants that each of said specified documents to which it is a party has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf.

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     Section 6.04 No Segregation of Monies; No Interest. Subject to Section 5.06 and except as provided in Section 3.07, all moneys received by Loan Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law, and neither Loan Trustee nor any agent of Loan Trustee shall be under any liability for interest on any moneys received by it hereunder; provided that any payments received, or applied hereunder, by Loan Trustee shall be accounted for by Loan Trustee so that any portion thereof paid or applied pursuant hereto shall be identifiable as to the source thereof.

     Section 6.05 Reliance; Agents; Advice of Counsel. Loan Trustee shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Loan Trustee may accept a copy of a resolution of the Board of Directors of any party to the Participation Agreement, certified by the Secretary or an Assistant Secretary of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, Loan Trustee may for all purposes hereof rely on a certificate, signed by a duly authorized officer of Company, as to such fact or matter, and such certificate shall constitute full protection to Loan Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, Loan Trustee may (a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents (including paying agents or registrars) or attorneys, and (b) at the expense of the Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained by it; provided that, prior to retaining agents (including paying agents or registrars), counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee shall obtain Company’s consent (such consent not to be unreasonably withheld). Loan Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as Loan Trustee shall have exercised reasonable care and judgment in selecting such Persons).

     Section 6.06 Instructions from Noteholders. In the administration of the trusts created hereunder, Loan Trustee shall have the right to seek instructions from a Majority in Interest of Noteholders should any provision of this Indenture appear to conflict with any other provision herein or any other Operative Document or Pass Through Document or should Loan Trustee’s duties or obligations hereunder be unclear, and Loan Trustee shall incur no liability in refraining from acting until it receives such instructions. Loan

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Trustee shall be fully protected for acting in accordance with any instructions received under this Section 6.06.

ARTICLE VII

Operating Covenants of Company

     Section 7.01 Liens. Company will not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Aircraft, its title thereto or any of its interest therein, except:

     (a) the respective rights of Loan Trustee and Company as provided in the Operative Documents, the Lien of this Indenture, the rights of any Permitted Lessee under a Lease permitted hereunder and the rights of any Person existing pursuant to the Operative Documents or the Pass Through Documents;

     (b) the rights of others under agreements or arrangements to the extent expressly permitted by this Indenture;

     (c) Loan Trustee Liens, Noteholder Liens and Other Party Liens;

     (d) Liens for Taxes either not yet overdue 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 the Airframe or any Engine or Loan Trustee’s interest therein or impair the Lien of this Indenture;

     (e) materialmen’s, mechanics’, workers’, repairmen’s, landlords’, employees’ or other like Liens arising in the ordinary course of business (including those arising under maintenance agreements entered into in the ordinary course of business) securing obligations that either are not yet overdue for a period of more than 60 days or are 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 the Airframe or any Engine or Loan Trustee’s interest therein or materially impair the Lien of this Indenture;

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     (f) Liens arising out of any judgment or award, so long as such judgment or award is, within 60 days after the entry thereof, discharged, vacated or reversed, or execution thereof stayed pending appeal or other judicial review or is discharged, vacated or reversed within 60 days after the expiration of such stay;

     (g) any other Lien with respect to which Company provides a bond, cash collateral or other security adequate in the reasonable opinion of Loan Trustee;

     (h) salvage or similar rights of insurers under insurance policies maintained by Company; and

     (i) Liens approved in writing by Loan Trustee with the consent of a Majority in Interest of Noteholders.

     Liens described in clauses (a) through (i) above are referred to herein as “Permitted Liens”. Company shall promptly, at its own expense, take (or cause to be taken) such action as may be necessary duly to discharge (by bonding or otherwise) any Lien other than a Permitted Lien arising at any time with respect to the Aircraft, its title thereto or any of its interest therein.

     Section 7.02 Possession, Operation and Use, Maintenance and Registration.

     (a) Possession. Without the prior written consent of Loan Trustee, Company shall not lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install any Engine, or permit any Engine to be installed, on any airframe other than the Airframe; provided that Company (or, except with respect to clauses (viii) and (ix) below, any Permitted Lessee) may without the prior written consent of Loan Trustee:

     (i) subject the Airframe to interchange agreements or subject any Engine to interchange or pooling agreements or arrangements, in each case entered into by Company (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 the Airframe and (B) if Company’s title to any such 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, and

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Company shall (or shall cause any Permitted Lessee to) comply with Section 7.05(b) in respect thereof;

     (ii) deliver possession of the Airframe or any Engine to any Person for testing, service, repair, restoration, storage, maintenance or other similar purposes or for alterations, modifications or additions to the Airframe or such Engine to the extent required or permitted by the terms hereof;

     (iii) transfer or permit the transfer of possession of the Airframe or any Engine to any Government pursuant to a lease, contract or other instrument;

     (iv) subject (or permit any Permitted Lessee to subject) the Airframe or any Engine to the CRAF Program or transfer (or permit any Permitted Lessee to transfer) possession of the Airframe or any 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 Company (or any Permitted Lessee) (A) shall promptly notify Loan Trustee upon transferring possession of the Airframe or any Engine pursuant to this clause (iv) and (B) in the case of a transfer of possession pursuant to the CRAF Program, shall notify Loan Trustee of the name and address of the responsible Contracting Office Representative for the Air Mobility 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 on an airframe owned by Company (or any Permitted Lessee) free and clear of all Liens, except (A) Permitted Liens and Liens that apply only to the engines (other than 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 on an airframe leased to Company (or any Permitted Lessee) or purchased or owned by Company (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

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this Section 7.02(a); and (B) either: (1) Company 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 Loan Trustee (an agreement from such lessor or secured party substantially in the form of the penultimate paragraph of this Section 7.02(a) being deemed to be satisfactory to Loan Trustee), 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 by reason of such Engine being installed on such airframe at any time while such Engine is subject to the Lien of this Indenture, or (2) such lease, conditional sale or other security agreement provides that such Engine shall not become subject to the Lien of such lease, conditional sale or other security agreement at any time while such Engine is subject to the Lien of this Indenture, notwithstanding its installation on such airframe;

     (vii) install an Engine on an airframe owned by Company (or any Permitted Lessee), leased to Company (or any Permitted Lessee) or purchased by Company (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 7.02(a) is applicable; provided that such installation shall be deemed an Event of Loss with respect to such Engine, and Company shall comply with Section 7.05(b) in respect thereof, if such installation adversely affects Loan Trustee’s security interest in such Engine, Loan Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by Company with Section 7.05(b);

     (viii) lease any Engine or the Airframe and Engines to any United States air carrier as to which there is in force a certificate issued pursuant to the Transportation Code (49 U.S.C. Sections 41101-41112) or successor provision that gives like authority; provided that no Event of Default exists at the time such lease is entered into; and

     (ix) lease any Engine or the Airframe and Engines to (A) any foreign air carrier that is at the inception of the lease based in and a domiciliary of a country listed in Exhibit B hereto, (B) the manufacturer of the Airframe or any Engine (either directly or through an affiliate) and (C) any foreign air carrier consented to in writing by Loan Trustee with the consent of a Majority in Interest of Noteholders; provided that (w) no Event of Default exists at the time such lease is entered into, (x) in the case of a lease to any foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains normal diplomatic relations with the country in which such foreign air carrier is

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based at the time such lease is entered into and in the case of a lease to a foreign air carrier principally based in Taiwan, the United States maintains diplomatic relations with Taiwan at least as good as those on the Closing Date, (y) in the case of a lease to any foreign air carrier, Company furnishes Loan Trustee with a certificate from a Responsible Officer of Company certifying that there exist no possessory rights in favor of such lessee under the laws of such lessee’s country which would, upon bankruptcy or insolvency of or other default by Company, and assuming at such time such lessee is not insolvent or bankrupt, prevent the taking of possession of any such Engine or the Airframe and any such Engine by Loan Trustee in accordance with and when permitted by the terms of Section 4.02 upon the exercise by Loan Trustee of its remedies under Section 4.02, and (z) in the case of any lease to a foreign air carrier, such carrier is not then subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or 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 who receives possession of the Aircraft, the Airframe or any Engine by reason of a transfer permitted by this Section 7.02(a) (other than the transfer of an 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 Indenture, including Loan Trustee’s rights to repossess pursuant to Section 4.02 and to avoid such lease upon such repossession, and Company shall remain primarily liable hereunder for the performance and observance of all of the terms and conditions of this Indenture 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 the Aircraft, the Airframe or such Engine, and no lease or transfer of possession otherwise in compliance with this Section shall (x) result in any registration or re-registration of the Aircraft except to the extent permitted in Section 7.02(e) or the maintenance, operation or use thereof that does not comply with Sections 7.02(b) and (c) or (y) permit any action not permitted to be taken by Company with respect to the Aircraft hereunder. Company shall promptly notify Loan Trustee and the Rating Agencies of the existence of any such lease with a term in excess of one year.

     Loan Trustee, each Noteholder by acceptance of an Equipment Note, and each Related Noteholder by acceptance of a Related Equipment Note agrees, for the benefit of Company (and any Permitted Lessee) and for the benefit of the lessor or secured party of any airframe or engine leased to Company (or any Permitted Lessee) or purchased or owned by Company (or any Permitted Lessee) subject to a conditional sale or other security agreement, that Loan Trustee, Noteholders and Related Noteholders will not acquire or claim, as against Company (or any Permitted Lessee) or such lessor or secured party, any right, title or interest in: (A) any engine or engines owned by Company (or

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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 the Airframe, or (B) any airframe owned by Company (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 being installed on such airframe.

     Loan Trustee acknowledges that any “wet lease” or other similar arrangement under which Company (or any Permitted Lessee) maintains operational control of the Aircraft does not constitute a delivery, transfer or relinquishment of possession for purposes of this Section 7.02(a).

     (b) Operation and Use. Company agrees that the Aircraft will not be maintained, used or operated in violation of any law, rule or regulation of any government of any country having jurisdiction over the Aircraft or in violation of any airworthiness certificate, license or registration relating to the Aircraft issued by any such government, except to the extent Company (or, if a Lease is then in effect, any Permitted Lessee) 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 the Aircraft or impair the Lien of this Indenture; provided that Company shall not be in default under, or required to take any action set forth in, this sentence if it is not possible for it to comply with the laws of a jurisdiction other than the United States (or other than any jurisdiction in which the Aircraft is then registered) because of a conflict with the applicable laws of the United States (or such jurisdiction in which the Aircraft is then registered). Company will not operate the Aircraft, or permit the Aircraft to be operated or located, (i) in any area excluded from coverage by any insurance required by the terms of Section 7.06 or (ii) in any war zone or recognized or, in Company’s judgment, threatened areas of hostilities unless covered by war risk insurance in accordance with Section 7.06, unless in the case of either clause (i) or (ii), (x) government indemnification complying with Sections 7.06(a) and (b) has been provided or (y) the Aircraft is only temporarily located in such area as a result of an isolated occurrence or isolated series of occurrences attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar circumstances and Company is using its good faith efforts to remove the Aircraft from such area as promptly as practicable.

     (c) Maintenance. Company shall maintain, service, repair and overhaul the Aircraft (or cause the same to be done) (i) so as to keep the Aircraft in good operating condition and in such condition as may be necessary to enable the airworthiness certification of the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage, during maintenance, testing or modification

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permitted hereunder, or during periods of grounding by applicable governmental authorities) under the Transportation Code, during such periods in which the Aircraft is registered under the laws of the United States, or, if the Aircraft is registered under the laws of any other jurisdiction, the applicable laws of such jurisdiction and (ii) using the same standards as Company (or a Permitted Lessee, if a Lease is in effect) uses with respect to similar aircraft operated by Company (or such Permitted Lessee) in similar circumstances (it being understood that the obligations pursuant to this clause (ii) do not limit Company’s obligations under the preceding clause (i)). In any case, the Aircraft 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 Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland or the United Kingdom. Company shall maintain or cause to be maintained all records, logs and other documents required to be maintained in respect of the Aircraft by appropriate authorities in the jurisdiction in which the Aircraft is registered.

     (d) Identification of Loan Trustee’s Interest. Company agrees to affix as promptly as practicable after the Closing Date and thereafter to maintain in the cockpit of the Aircraft, in a clearly visible location, and (if not prevented by applicable law or regulations or by any government) on each Engine, a nameplate bearing the inscription “MORTGAGED TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS LOAN TRUSTEE” (such nameplate to be replaced, if necessary, with a nameplate reflecting the name of any successor Loan Trustee).

     (e) Registration. Company shall cause the Aircraft to remain duly registered, under the laws of the United States, in the name of Company except as otherwise required by the Transportation Code; provided that Loan Trustee shall, at Company’s expense, execute and deliver all such documents as Company may reasonably request for the purpose of continuing such registration. Notwithstanding the preceding sentence, Company, at its own expense, may cause or allow the Aircraft to be duly registered under the laws of any foreign jurisdiction in which a Permitted Lessee could be principally based, in the name of Company or of any nominee of Company, or, if required by applicable law, in the name of any other Person (and, following any such foreign registration, may cause the Aircraft to be re-registered under the laws of the United States); provided that in the case of jurisdictions other than those approved by Loan Trustee with the consent of a Majority in Interest of Noteholders (i) if such jurisdiction is at the time of registration listed on Exhibit B, Loan Trustee shall have received at the time of such registration an opinion of counsel to Company to the effect that (A) this Indenture and Loan Trustee’s right to repossession thereunder is valid and enforceable

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under the laws of such country, (B) after giving effect to such change in registration, the Lien of this Indenture shall continue as a valid Lien and shall be duly perfected in the new jurisdiction of registration and that all filing, recording or other action necessary to perfect and protect the Lien of this Indenture has been accomplished (or if such opinion cannot be given at such time, (x) the opinion shall detail what filing, recording or other action is necessary and (y) Loan Trustee shall have received a certificate from a Responsible Officer of Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be promptly delivered to Loan Trustee subsequent to the effective date of such change in registration), (C) the obligations of Company under this Indenture shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law), (D) all approvals or consents of any government in such jurisdiction having jurisdiction required for such change in registration shall have been duly obtained and shall be in full force and effect and (E) (unless Company shall have agreed to provide insurance covering the risk of requisition of use or title of the Aircraft by the government of such jurisdiction so long as the 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 or title of the Aircraft in the event of requisition by such government of such use or title, and (ii) if such jurisdiction is at the time of registration not listed on Exhibit B, Loan Trustee shall have received (in addition to the opinions set forth in clause (i) above) at the time of such registration an opinion of counsel to Company to the effect that (A) the terms of this Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions customary in such jurisdiction; provided that, subject to exceptions relating to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and exceptions relating to general principles of equity, such counsel shall opine that any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion of such counsel make the remedies provided in Section 4.02 inadequate for the practical realization of the rights and benefits provided thereby), (B) it is not necessary for Loan Trustee to register or qualify to do business in such jurisdiction and (C) there is no tort liability of the lender of an aircraft not in possession thereof under the laws of such jurisdiction other than tort liability that might have been imposed on such lender under the laws of the United States or any state thereof (it being understood that such opinion shall be waived if insurance reasonably satisfactory to Loan Trustee is provided, at Company’s expense, to cover such risk). Loan Trustee will cooperate with Company in effecting such foreign registration. Notwithstanding the foregoing, prior to any such change in the country of registry of the Aircraft, the following conditions shall be met (or waived as provided in Section 6.01(b) of the Participation Agreement):

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     (i) no Event of Default shall have occurred and be continuing at the effective date of the 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 the Aircraft under the laws of the United States or if a Majority in Interest of Noteholders consents to such change in registration;

     (ii) Loan Trustee shall have received evidence of compliance with the insurance provisions contained herein after giving effect to such change in registration;

     (iii) other than in the case of a change in registration to Taiwan, the proposed change in registration is made to a country with which the United States then maintains normal diplomatic relations, and in the case of a change in registration to Taiwan, the United States maintains diplomatic relations with Taiwan at least as good as those on the Closing Date; and

     (iv) Company shall have paid or made provision reasonably satisfactory to Loan Trustee for the payment of all reasonable expenses (including reasonable attorneys’ fees) of Loan Trustee and Noteholders in connection with such change in registration.

     Company shall (i) at Loan Trustee’s request from time to time, take such actions as may be required to be taken by Company so that any International Interest arising in relation to this Indenture, the Aircraft, any Replacement Aircraft, any Engine or Replacement Engine may be duly registered (and any such registration may be assigned, amended, extended or discharged) at the International Registry, and (ii) obtain from the International Registry all approvals as may be required duly and timely to perform Company’s obligations under this Indenture with respect to the registration of any such International Interest. Loan Trustee shall take all actions necessary with respect to the International Registry to consent to Company’s initiation of any registrations required under this Indenture to enable Company to complete such registrations, including, without limitation, appointing Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, as its “professional user entity” (as defined in the Cape Town Treaty) to consent to any registrations on the International Registry with respect to the Airframe or any Engine.

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     Section 7.03 Inspection; Financial Information.

     (a) Inspection. At all reasonable times, but upon at least 15 Business Days’ prior written notice to Company, Loan Trustee or its authorized representatives may, subject to the other conditions of this Section 7.03(a), inspect the Aircraft and may inspect the books and records of Company relating to the maintenance of the Aircraft required to be maintained by the FAA or the government of another jurisdiction in which the Aircraft is then registered; provided that (i) Loan Trustee or its representatives, as the case may be, shall be fully insured at no cost to Company or any Permitted Lessee in a manner satisfactory to Company with respect to any risks incurred in connection with any such inspection or shall provide to Company a written release satisfactory to Company and any Permitted Lessee with respect to such risks, (ii) any such inspection shall be during Company’s or Permitted Lessee’s, as the case may be, 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 the Aircraft shall be a visual, walk-around inspection of the interior and exterior of the Aircraft and shall not include opening any panels, bays or the like without Company’s express consent, which consent Company may in its sole discretion withhold, and (iv) no exercise of such inspection right shall interfere with the use, operation or maintenance of the Aircraft by, or the business of, Company or any Permitted Lessee and Company and any Permitted Lessee shall not be required to undertake or incur any additional liabilities in connection therewith. All information obtained in connection with any such inspection of the Aircraft and of such books and records shall be Confidential Information and shall be treated by Loan Trustee and its representatives in accordance with the provisions of Section 10.16. Any inspection pursuant to this Section 7.03(a) shall be at the sole risk (including, without limitation, any risk of personal injury or death) and expense of Loan Trustee (or its representatives) making such inspection. Except during the continuance of an Event of Default, all inspections by Loan Trustee and its representatives provided for under this Section 7.03(a) shall be limited to one inspection of any kind contemplated by this Section 7.03(a) during any consecutive twelve month period.

     (b) Financial Information. So long as any of the Secured Obligations remain unpaid, Company agrees to furnish to Loan Trustee: (i) within 60 days after the end of each of the first three quarterly periods in each fiscal year of Company, either (x) a consolidated balance sheet of Company and its consolidated subsidiaries prepared by it as of the close of such period, together with the related consolidated statements of income for such period or (y) a report of Company on Form 10-Q in respect of such period in the form filed with the Securities and Exchange Commission and (ii) within 120 days after the close of each fiscal year of Company, either (x) a consolidated balance sheet of Company and its consolidated subsidiaries as of the close of such fiscal year, together

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with the related consolidated statements of income for such fiscal year, certified by independent public accountants, or (y) a report of Company on Form 10-K in respect of such year in the form filed with the Securities and Exchange Commission. The items required to be furnished pursuant to clause (i) and clause (ii) above shall be deemed to have been furnished on the date on which such item is posted on the Securities and Exchange Commission’s website at www.sec.gov, and such posting shall be deemed to satisfy the requirements of clause (i) and clause (ii); provided that Company will deliver a paper copy of any item referred to in clause (i) and clause (ii) above if Loan Trustee so requests.

     Section 7.04 Replacement and Pooling of Parts; Alterations, Modifications and Additions; Substitution of Engines.

     (a) Replacement of Parts. Company shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (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 Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

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     (b) Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Section 7.04(a) may be subjected by Company or a Person permitted to be in possession of the Aircraft to a pooling arrangement entered into in the ordinary course of Company’s or such Person’s business; provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 7.04(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 the Airframe or any Engine may be owned by any third party subject to such a pooling arrangement; provided that Company, at its expense, as promptly thereafter as practicable either (i) causes title to such replacement Part to vest in Company free and clear of all Liens (except Permitted Liens), or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part in the manner contemplated by Section 7.04(a).

     (c) Alterations, Modifications and Additions. Company will make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; provided that Company (or, if a Lease is then in effect, any Permitted Lessee) may, in good faith, contest the validity or application of any such requirement in any manner that does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (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 the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to Company 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 the Airframe or such

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Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

     (d) Substitution of Engines. Company shall have the right at its option at any time, on at least 30 days’ prior written notice to Loan Trustee, to substitute a Replacement Engine for any Engine. In such event, and prior to the date of such substitution, Company shall replace such Engine by complying with the terms of Section 7.05(b) to the same extent as if an Event of Loss had occurred with respect to such Engine.

     Section 7.05 Loss, Destruction or Requisition.

     (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, Company shall as soon as practicable (and, in any event, within 30 days after an Event of Loss has occurred) notify Loan Trustee of such Event of Loss, and, within 90 days after such Event of Loss, Company shall give Loan Trustee written notice of its election to perform one of the following options (it being agreed that if Company has not given such notice of election within such 90-day period, Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). Company may elect either to:

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     (i) substitute, on or before the Loss Payment Date (as defined below), as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by Company free and clear of all Liens (other than Permitted Liens); provided that if Company has not performed such obligation on or prior to the Loss Payment Date, then Company shall on the Loss Payment Date redeem the Equipment Notes in full in accordance with Section 2.10; or

     (ii) redeem, on or before the Loss Payment Date, the Equipment Notes in full in accordance with Section 2.10. Company shall give Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

     The “Loss Payment Date” with respect to an Event of Loss means the Business Day next succeeding the 120th day following the date of occurrence of such Event of Loss.

     If Company elects to substitute a Replacement Airframe (or a Replacement Airframe and one or more Replacement Engines, as the case may be) Company shall, at its sole expense, not later than the Loss Payment Date, (A) cause an Indenture Supplement for such Replacement Airframe and Replacement Engines, if any, to be delivered to Loan Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code or the applicable laws of such other jurisdiction in which the Aircraft is then registered, (B) cause the sale of such Replacement Airframe and Replacement Engines, if any, to Company (if occurring after February 28, 2006 and if the seller of such Replacement Airframe and Replacement Engines, if any, is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Airframe and Replacement Engines, if any, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Airframe and Replacement Engines, if any, is not situated in a country that has ratified the Cape Town Convention, Company will use its best efforts to cause the seller to register the contract of sale on the International Registry, (C) cause a financing statement or statements with respect to the Replacement Airframe and Replacement Engines, if any, or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in any other jurisdiction in which the Aircraft is then registered, (D) furnish Loan Trustee with an opinion of Company’s counsel (which may be internal counsel of Company) addressed to Loan

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Trustee to the effect that upon such replacement, such Replacement Airframe and Replacement Engines, if any, will be subject to the Lien of this Indenture and addressing the matters set forth in clauses (A), (B) and (C), (E) furnish Loan Trustee with a certificate of an independent aircraft engineer or appraiser, certifying that the Replacement Airframe and Replacement Engines, if any, have a value and utility (without regard to hours or cycles) at least equal to the Airframe and Engines, if any, so replaced, assuming the Airframe and such Engines were in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss, (F) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 7.06 with respect to such Replacement Airframe and Replacement Engines, if any, (G) furnish Loan Trustee with a copy of the original bill of sale respecting such Replacement Airframe and a copy of the original bill of sale or, if the bill of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engines, if any, and (H) furnish Loan Trustee with an opinion of Company’s counsel (which may be internal counsel of Company) reasonably satisfactory to Loan Trustee to the effect that Loan Trustee will be entitled to the benefits of Section 1110 with respect to the Replacement Airframe; provided that (i) such opinion need not be delivered to the extent that the benefits of Section 1110 were not, by reason of a change in law or governmental or judicial interpretation thereof, available to Loan Trustee with respect to the Aircraft immediately prior to such substitution and (ii) such opinion may contain qualifications and assumptions of the tenor contained in the Section 1110 opinion of Company’s counsel delivered pursuant to Section 3.01 of the Participation Agreement on the Closing Date and such other qualifications and assumptions as are at the time customary in opinions rendered in comparable circumstances.

     In the case of each Replacement Airframe or Replacement Airframe and one or more Replacement Engines subjected to the Lien of this Indenture under this Section 7.05(a), promptly upon the recordation of the Indenture Supplement covering any such Replacement Airframe and Replacement Engines, if any, pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which such Replacement Airframe and Replacement Engines, if any, are registered), Company will cause to be delivered to Loan Trustee a favorable opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due registration of such Replacement Aircraft and the due recordation of such Indenture Supplement or such other requisite documents or instruments and the validity and perfection of the security interest in the Replacement Aircraft granted to Loan Trustee under this Indenture.

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     For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Aircraft and Replacement Engines, if any, shall become part of the Collateral, the Replacement Airframe shall be deemed an “Airframe” as defined herein, and each such Replacement Engine shall be deemed an “Engine” as defined herein. Upon compliance with clauses (A) through (H) of the third paragraph of this Section 7.05(a), Loan Trustee shall execute and deliver to Company an appropriate instrument releasing such replaced Airframe and Engines (if any) installed thereon at the time such Event of Loss occurred, all proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Airframe and Engines (if any) and all rights relating to the foregoing, from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of the Airframe and Engines arising from the Event of Loss, and will take such actions as may be required to be taken by Loan Trustee to cancel or release any International Interest of Loan Trustee registered with the International Registry in relation to the replaced Airframe and replaced Engines, if any.

     If, after an Event of Loss, Company performs the option set forth in clause (ii) of the first paragraph of this Section 7.05(a), Loan Trustee shall execute and deliver to Company an appropriate instrument releasing the Aircraft, all proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of the Aircraft and all rights relating to the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of the Aircraft arising from the Event of Loss, and will take such actions as may be required to be taken by Loan Trustee to cancel or release any International Interest of Loan Trustee registered with the International Registry in relation to the Airframe and Engines, if any, with respect to which such Event of Loss occurred.

     (b) Event of Loss with Respect to an Engine. As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Company shall give Loan Trustee prompt written notice thereof and shall, within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, a Replacement Engine free and clear of all Liens (other than Permitted Liens).

     Prior to or at the time of any replacement under this Section 7.05(b), Company will (i) cause an Indenture Supplement covering such Replacement Engine to be delivered to Loan Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code or the applicable laws of any other jurisdiction in which the Aircraft is then registered, (ii) furnish Loan Trustee with a copy

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of the original bill of sale or, if the bill of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its best efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Loan Trustee with an opinion of Company’s counsel (which may be internal counsel to Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 7.06 with respect to such Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this

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Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be taken by Loan Trustee to cancel or release any International Interest of Loan Trustee registered with the International Registry in relation to the Engines with respect to which such Event of Loss occurred.

     (c) Application of Payments for Event of Loss from Requisition of Title or Use. Any payments other than insurance proceeds (the application of which is provided for in Section 7.06) received at any time by Company or by Loan Trustee from any government or other Person with respect to an Event of Loss to the Airframe or any Engine, will be applied as follows:

     (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, Company;

     (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced pursuant to Section 7.05(a), so much of such payments remaining after reimbursement of Loan Trustee for costs and expenses that shall not exceed the amounts required to be paid to Noteholders pursuant to Section 2.10 shall be applied in reduction of Company’s obligation to pay such amounts, if not already paid by Company, or, if already paid by Company, shall be applied to reimburse Company for its payment of such amount and the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, Company; and

     (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss has occurred, so much of such payments remaining after reimbursement of Loan Trustee for costs and expenses shall be paid over to, or retained by, Company; provided that Company has fully

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performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made.

     (d) Requisition for Use by the Government of the Airframe and the Engines Installed Thereon. In the event of the requisition for use or hire by any government (it being acknowledged that the use of the Airframe or any Engine pursuant to the CRAF Program does not constitute such a requisition or hire) of the Airframe and the Engines or engines installed on the Airframe that does not constitute an Event of Loss, all of Company’s rights and obligations under this Indenture with respect to the Airframe and such Engines shall continue to the same extent as if such requisition or hire had not occurred; provided that, notwithstanding the foregoing, Company’s obligations other than payment obligations shall only continue to the extent feasible. All payments received by Company or Loan Trustee from such government for such requisition of the Airframe and Engines or engines shall be paid over to, or retained by, Company.

     (e) Requisition for Use by the Government of an Engine not Installed on the Airframe. If any government requisitions the use or hire (it being acknowledged that the use of the Airframe or any Engine pursuant to the CRAF Program does not constitute such a requisition), for a period in excess of sixty (60) days, of any Engine not then installed on the Airframe, Company will replace such Engine by complying with the terms of Section 7.05(b) to the same extent as if an Event of Loss had occurred with respect to such Engine. Upon such replacement, any payments received by Company or Loan Trustee from such government with respect to such requisition shall be paid over to, or retained by, Company.

     (f) Application of Payments During Existence of Event of Default. Any amount referred to in Section 7.05 that is payable to or retainable by Company shall not be paid to or retained by Company if at the time of such payment or retention an Event of Default or Payment Default has occurred and is continuing, but shall be held by or paid over to Loan Trustee as security for the obligations of Company under this Indenture and the Participation Agreement. When any such Event of Default or Payment Default ceases, such amount shall be paid to Company.

     Section 7.06 Insurance.

     (a) Aircraft Liability Insurance.

           (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the

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manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, 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 war risk, hijacking and related perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s fleet on which Company carries insurance and operated by Company on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “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 Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (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 insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days after receipt by such Additional Insured of written notice from such insurers of such cancellation or change, (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 any rights of (x) set-off, 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 Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative 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 the Aircraft and (7) expressly provide that all of the provisions

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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 7.06(a) and in Sections 7.06(b) and 7.06(c) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents.

     (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not being flown, Company may carry or cause to be carried as to such non-flown Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent permitted by Section 7.06(d) 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 Company (or, if a Lease 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 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 Company (or, if a Lease 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.

     (b) War Risk, Hijacking and Related Perils Liability Insurance. If the Aircraft, the Airframe or any Engine is being operated in any war zone or area of recognized or, in Company’s judgment, threatened hostilities, then Company shall maintain or cause to be maintained war risk, hijacking and related perils liability insurance (x) in an amount that is not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s fleet on which Company carries insurance and operated by Company (or if a Lease is then in effect, in the Permitted Lessee’s fleet on which such Permitted Lessee carries insurance and operated by such Permitted Lessee) on the same or similar routes as the Aircraft, the Airframe or such Engine; provided that such liability insurance shall not be less than the Minimum Insurance Amount, (y) that is maintained in effect with insurers of recognized responsibility, and (z) which shall cover the perils set forth in the insurance policies maintained in connection with the CRAF Program (as such insurance policies maintained in connection with the CRAF Program may be amended from time to time). Except with respect to any war risk, hijacking or related perils liability insurance maintained on any aircraft owned or operated by Company in connection with the CRAF Program, if war risk, hijacking or related perils liability insurance is maintained by Company (or if a Lease is then in effect, by the Permitted Lessee) with respect to any aircraft owned or operated by Company (or such Permitted Lessee, as the case may be) of the same or similar type operated by Company (or such Permitted Lessee, as the case may be) on the same or similar routes as

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operated by the Aircraft, the Airframe or such Engine, then Company shall maintain or cause to be maintained with respect to the Aircraft war risk, hijacking and related perils liability insurance in scope and coverage no less comprehensive, in an amount not less than the insurance maintained by Company (or such Permitted Lessee, as the case may be) with respect to such other aircraft, and with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(b) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests may appear, as Additional Insureds, (2) subject to the conditions of clause (3) below (other than the exception set forth therein), 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 Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee, or any other insured (other than such Additional Insured), (3) provide that, except to the extent not provided for by Company’s war risk and allied perils insurance provider, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on or prior to the Closing Date to Loan Trustee and each Liquidity Provider or, if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for seven days (or such other period as is then generally available in the industry) after receipt by such Additional Insured of written notice from such insurers of such cancellation or change, (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 any rights of (x) set-off, 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 Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative 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 the Aircraft 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. To the extent that Company’s war risk and allied perils insurance provider does not provide for provision of direct notice to Additional Insureds of cancellation or change in the insurance required hereunder, Company hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Additional Insureds immediate notice of each cancellation or change to such insurance.

     (c) Insurance Against Loss or Damage to Aircraft.

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     (i) Except as provided in clause (ii) of this Section 7.06(c), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d) below, Company shall maintain, or cause to be maintained, in effect with insurers of recognized responsibility, at no expense to Loan Trustee, all-risk aircraft hull insurance covering the Aircraft and all-risk coverage with respect to any Engines or Parts while removed from the Aircraft (including, but not limited to, war risk insurance, if and to the extent the same is maintained by Company (or, if a Lease is then in effect, by the Permitted Lessee) with respect to other similar aircraft operated by Company or such Permitted Lessee, as the case may be, on the same routes) that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease is then in effect, by the Permitted Lessee) of the same type as the Aircraft; provided that (A) such insurance (including the permitted self-insurance) shall at all times while the Aircraft is subject to this Indenture be for an amount not less than 110% of the aggregate principal amount of the Equipment Notes outstanding from time to time, (B) such insurance need not cover an Engine while attached to an airframe not owned, leased or operated by Company, and (C) such insurance covering Engines and Parts removed from an Airframe or an airframe or (in the case of Parts) an Engine need be obtained only to the extent available at reasonable cost (as reasonably determined by Company). Any policies carried in accordance with this Section 7.06(c) and any policies taken out in substitution or replacement for any such policies shall: (1) provide that any insurance proceeds up to an amount equal to the outstanding principal amount of the Equipment Notes, together with accrued but unpaid interest thereon, plus an amount equal to the interest that would accrue on the outstanding principal amount of the Equipment Notes at the Debt Rate in effect on the date of payment of such insurance proceeds to Loan Trustee (as provided for in this sentence) during the period commencing on the day following the date of such payment to Loan Trustee and ending on the Loss Payment Date (the sum of such three amounts being the “Loan Amount”), payable for any loss or damage constituting an Event of Loss with respect to the Aircraft and any insurance proceeds in excess of the Insurance Threshold up to an amount equal to the Loan Amount for any loss or damage to the Aircraft (or Engines) not constituting an Event of Loss with respect to the Aircraft (or Engines), shall be paid to Loan Trustee as long as the Indenture has not been discharged, and that all other amounts shall be paid to Company, unless the insurer has received notice that an Event of Default exists, in which case all insurance proceeds for any loss or damage to the Aircraft (or Engines) up to an amount equal to the Loan Amount shall be payable to Loan Trustee, (2) subject to the conditions of clause (C) below (other than the exception set forth therein), 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 Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear,

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regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, except to the extent not provided for by Company’s hull war risk and allied perils insurance provider, 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) certified in the insurance report delivered on the Closing Date to Loan Trustee, and each Liquidity Provider or, if such insurance is canceled for nonpayment of premium, such cancellation or change 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 or allied perils coverage) after receipt by the Additional Insureds of written notice from such insurers of such cancellation or change, (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 Company has waived its rights by its agreement to indemnify the Additional Insureds pursuant to the Operative Documents, and (6) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in the Aircraft. To the extent that Company’s war risk and allied perils insurance provider does not provide for provision of direct notice to Additional Insureds of cancellation or change in the insurance required hereunder, Company hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Additional Insureds immediate notice of each cancellation or change to such insurance.

     (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not being flown, Company may carry or cause to be carried as to such non-flown Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent permitted by Section 7.06(d) below, 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 are applicable to airframes and engines operated by Company (or, if a Lease 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 7.06(d) below, Company shall maintain or cause to be maintained insurance against risk of loss or damage to such non-flown Airframe or Engine in an amount at least equal to 110% of the aggregate outstanding

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principal amount of the Equipment Notes during such period that such Airframe or Engine is on the ground and not being flown.

     (d) Self-Insurance. Company 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 Sections 7.06(a), 7.06(b) or 7.06(c), insuring for a maximum amount that is less than the amounts set forth in Sections 7.06(a), 7.06(b) and 7.06(c) above), the risks required to be insured against pursuant to Sections 7.06(a), 7.06(b) and 7.06(c) above, but in no case shall the self-insurance with respect to all of the aircraft and engines in the combined fleet of Company and its Affiliates (including, without limitation, the Aircraft) exceed for any 12-month policy year 1.0% of the average aggregate insurable value (during the preceding policy year) of all aircraft (including, without limitation, the Aircraft) on which Company and its Affiliates carry insurance, unless an insurance broker of national standing certifies that the standard among other major United States airlines is a higher level of self-insurance, in which case Company may self-insure the Aircraft to such higher level; provided that (1) any deductible per occurrence that, in the case of the Aircraft, is not in excess of the amount customarily allowed as a deductible in the industry or is required to facilitate claims handling or (2) 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.

     (e) Indemnification by United States Government in Lieu of Insurance. Notwithstanding any provision of this Section 7.06 requiring insurance, in lieu of insurance against any risk with respect to the Aircraft, 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 Company (or, if a Lease 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 7.06 (taking into account self-insurance permitted by Section 7.06(d)) shall be considered adequate insurance for purposes of this Section 7.06.

     (f) Application of Insurance Payments. All losses will be adjusted by Company with the insurers. As between Loan Trustee and Company it is agreed that all insurance payments received under policies required to be maintained by Company hereunder, exclusive of any payments received in excess of the Loan Amount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows:

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     (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, Company;

     (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining, after reimbursement of Loan Trustee for its costs and expenses, as do not exceed the amounts required to be paid by Company pursuant to Section 2.10 shall be applied in reduction of Company’s obligation to pay such amounts, if not already paid by Company, or, if already paid by Company, shall be applied to reimburse Company for its payment of such amounts, and the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, Company; and

     (iii) if such payments are received with respect to an Engine, so much of such payments remaining after reimbursement of Loan Trustee for its costs and expenses shall be paid over to, or retained by, Company; provided that Company has fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made.

     In all events, the insurance payment of any property damage or loss received under policies maintained by Company in excess of the Loan Amount for the Aircraft shall be paid to Company.

     The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse Company) for repairs or for replacement property in accordance with the terms of Sections 7.02 and 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to Company. Any amount referred to in the preceding sentence or in clause (i) or (ii) of the first paragraph of this Section 7.06(f) that is payable to Company shall not be paid to Company (or, if it has been previously paid directly to Company, shall not be retained by Company) if at the time of such payment an Event of Default or Payment Default has occurred and is continuing, but shall be paid to and held by Loan Trustee as security for the obligations of Company under this Indenture and the other Operative Documents and shall be invested pursuant to Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and the other

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Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. At such time as there shall be continuing no Event of Default or Payment Default, such amount shall be paid to Company to the extent not previously applied in accordance with this Section 7.06(f).

     (g) Reports, Etc. On or before the Closing Date and annually following renewal of Company’s insurance coverage, Company will furnish to Loan Trustee and each Liquidity Provider current certificates of insurance and a report signed by a firm of independent aircraft insurance brokers appointed by Company (which brokers may be in the regular employ of Company), stating the opinion of such firm that the insurance then carried and maintained on the Aircraft complies with the terms hereof. All information contained in such report shall be Confidential Information and shall be treated by Loan Trustee and each Liquidity Provider and each of their Affiliates and their respective officers, directors, agents and employees in accordance with the provisions of Section 10.16. Company will cause such firm to notify Loan Trustee and each Liquidity Provider of any act or omission on the part of Company of which such firm has knowledge that might invalidate or render unenforceable, in whole or in part, any insurance on the Aircraft. Company will also cause such firm to notify Loan Trustee and each Liquidity Provider as promptly as practicable after such firm acquires knowledge that a cancellation of any insurance carried and maintained on the Aircraft pursuant to this Section 7.06 will occur. Such information may only be provided to other Persons in accordance with Section 10.16.

     In the event that Company shall fail to maintain or to cause to be maintained insurance as herein provided, Loan Trustee may at its option obtain such insurance (giving Company prompt written notice thereof, but the failure to so notify Company shall not in any way affect the rights of Loan Trustee hereunder) and, in such event, Company shall, upon demand, reimburse Loan Trustee for the cost to Loan Trustee 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; provided, however, that no exercise by Loan Trustee of said option shall affect the provisions of this Indenture, including the provisions that failure by Company to maintain the prescribed insurance shall constitute an Event of Default.

     (e) Salvage Rights; Other. All salvage rights to the Airframe and each Engine shall remain with Company’s insurers at all times, and any insurance policies of Loan Trustee insuring the Airframe or any Engine shall provide for a release to Company of any and all salvage rights in and to the Airframe or any Engine. Neither Loan Trustee nor any Noteholder may, directly or indirectly, obtain insurance for its own account with respect to the Airframe or any Engine if such insurance would limit or otherwise

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adversely affect the coverage or amounts payable under, or increase the premiums for, any insurance required to be maintained pursuant to this Section 7.06 or any other insurance maintained with respect to the Aircraft or any other aircraft in Company’s fleet.

ARTICLE VIII

Successor and Additional Trustees

     Section 8.01 Resignation or Removal; Appointment of Successor.

     (a) The resignation or removal of Loan Trustee and the appointment of a successor Loan Trustee shall become effective only upon the successor Loan Trustee’s acceptance of appointment as provided in this Section 8.01. Loan Trustee or any successor thereto must resign if at any time it ceases to be eligible in accordance with the provisions of Section 8.01(c) and may resign at any time without cause by giving at least 60 days’ prior written notice to Company and each Noteholder. In addition, either Company (so long as no Event of Default or Payment Default shall have occurred and be continuing) or a Majority in Interest of Noteholders (but only with the consent of Company so long as no Event of Default or Payment Default shall have occurred and be continuing), may at any time remove Loan Trustee without cause by an instrument in writing delivered to Loan Trustee and each Noteholder, and, in case of a removal by a Majority in Interest of Noteholders, to Company. In the case of the resignation or removal of Loan Trustee, Company shall promptly appoint a successor Loan Trustee. If a successor Loan Trustee has not been appointed within 60 days after such notice of resignation or removal, Loan Trustee, Company or any Noteholder may apply to any court of competent jurisdiction to appoint a successor Loan Trustee to act until such time, if any, as a successor is appointed as above provided. The successor Loan Trustee so appointed by such court shall immediately and without further act be superseded by any successor Loan Trustee appointed as above provided.

     (b) Any successor Loan Trustee, however appointed, shall execute and deliver to the predecessor Loan Trustee and Company an instrument accepting such appointment and assuming the obligations of Loan Trustee arising from and after the time of such appointment, and thereupon such successor Loan Trustee, without further act, shall become vested with all the estates, properties, rights, powers and duties of the predecessor Loan Trustee in the trust hereunder applicable to it with like effect as if originally named Loan Trustee herein; but nevertheless upon the written request of such successor Loan Trustee, such predecessor Loan Trustee shall execute and deliver an instrument transferring to such successor Loan Trustee all the estates, properties, rights

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and powers of such predecessor Loan Trustee, and such predecessor Loan Trustee shall duly assign, transfer, deliver and pay over to such successor Loan Trustee all monies or other property and all other books and records, or true, correct and complete copies thereof, then held by such predecessor Loan Trustee.

     (c) This Indenture shall at all times have a Loan Trustee, however appointed, that is a Citizen of the United States (without the use of a voting trust) and a bank or trust company having a combined capital and surplus of at least $100,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States or any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $100,000,000) or a corporation with a net worth of at least $100,000,000, if there be such an institution willing, able and legally qualified to perform the duties of Loan Trustee upon reasonable or customary terms. If such bank, trust company or corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 8.01(c) the combined capital and surplus of such bank, trust company or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time Loan Trustee ceases to be eligible in accordance with the provisions of this Section 8.01(c), Loan Trustee shall resign immediately in the manner and with the effect specified in Section 8.01(a).

     (d) Any bank, trust company or corporation into which Loan Trustee may be merged or converted or with which it may be consolidated, or any bank, trust company or corporation resulting from any merger, conversion or consolidation to which Loan Trustee is a party, or any bank, trust company or corporation to which substantially all the corporate trust business of Loan Trustee may be transferred, shall, subject to the terms of Section 8.01(c), be a successor Loan Trustee under this Indenture without further act.

     Section 8.02 Appointment of Additional and Separate Trustees.

     (a) Whenever (i) Loan Trustee deems it necessary or desirable in order to conform to any law of any jurisdiction in which all or any part of the Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Collateral, any Operative Document or any of the transactions contemplated by the Operative Documents, (ii) Loan Trustee shall be advised by counsel satisfactory to it that it is necessary or prudent in the interests of Noteholders (and Loan Trustee shall so advise Company) or (iii) Loan Trustee has been requested to do so by a Majority in Interest of

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Noteholders, then in any such case, Loan Trustee and, upon the written request of Loan Trustee, Company, shall execute and deliver an indenture supplemental hereto and such other, instruments as from time to time are necessary or advisable either (1) to constitute one or more banks or trust companies or corporations meeting the requirements of Section 8.01(c) and approved by Loan Trustee, either to act jointly with Loan Trustee as additional trustee or trustees of all or any part of the Collateral or to act as separate trustee or trustees of all or any part of the Collateral, in each case with such rights, powers, duties and obligations consistent with this Indenture as is provided in such supplemental indenture or other instruments as Loan Trustee or a Majority in Interest of Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of Company, and, to the extent permitted by applicable law, Company hereby irrevocably appoints (which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a).

     (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to Loan Trustee shall be promptly paid over by it to Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the

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instructions of Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of Loan Trustee.

     (c) If at any time Loan Trustee deems it no longer necessary or desirable or in the event that Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, Loan Trustee and, upon the written request of Loan Trustee, Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. Loan Trustee may act on behalf of Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

ARTICLE IX

Amendments and Waivers

     Section 9.01 Amendments to this Indenture without Consent of Holders. At any time after the date hereof, Company may and Loan Trustee shall, at Company’s request, enter into one or more agreements supplemental hereto and to amend the Equipment Notes without notice to or consent of any Noteholder, Indenture Indemnitee or Related Indenture Indemnitee for any of the following purposes: (i) to evidence the succession of another Person to Company and the assumption by any such successor of the covenants of Company contained in any Operative Documents pursuant to Section 6.02(e) of the Participation Agreement; (ii) to cure any defect or inconsistency herein or in the Equipment Notes, or to make any change not inconsistent with the provisions hereof (provided that such change does not adversely affect the interests of any Noteholder, any Indenture Indemnitee or any Related Indenture Indemnitee in its capacity solely as Noteholder, Indenture Indemnitee or Related Indenture Indemnitee, as the case may be); (iii) to cure any ambiguity or correct any mistake; (iv) to evidence the succession of a new trustee hereunder pursuant hereto or the removal of the trustee hereunder or to provide for or facilitate the appointment of an additional or separate trustee pursuant to Section 8.02; (v) to convey, transfer, assign, mortgage or pledge any property to or with Loan Trustee; (vi) to make any other provisions or amendments with respect to matters or

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questions arising hereunder or under the Equipment Notes, or to amend, modify or supplement any provision hereof or thereof, so long as such action shall not adversely affect the interests of any Noteholder, any Indenture Indemnitee or any Related Indenture Indemnitee in its capacity solely as Noteholder, Indenture Indemnitee or Related Indenture Indemnitee, as the case may be; (vii) to correct, supplement or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto Loan Trustee any property subject or required to be subject to the Lien of this Indenture or to subject to the Lien of this Indenture the Airframe or Engines or any Replacement Airframe or Replacement Engine; (viii) to add to the covenants of Company for the benefit of Noteholders, Indenture Indemnitees or Related Indenture Indemnitees or to surrender any rights or power herein conferred upon Company; (ix) to add to the rights of Noteholders, Indenture Indemnitees or Related Indenture Indemnitees; (x) to include on the Equipment Notes any legend as may be required by law or as otherwise necessary or advisable; (xi) to comply with any applicable requirements of the Trust Indenture Act, or any other requirements of applicable law or of any regulatory body; (xii) to give effect to the replacement of Class A Liquidity Provider and/or Class B Liquidity Provider with a Replacement Liquidity Provider and the replacement of the Class A Liquidity Facility and/or Class B Liquidity Facility with a Replacement Liquidity Facility therefor, and, if a Replacement Liquidity Facility is to be comprised of more than one instrument as contemplated by the definition of the term “Replacement Liquidity Facility" in the Intercreditor Agreement, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust; (xiii) to give effect to the replacement of Depositary with a Replacement Depositary (as defined in the Note Purchase Agreement) and the replacement of each Deposit Agreement with a Replacement Deposit Agreement (as defined in the Note Purchase Agreement); (xiv) to evidence the succession of a new escrow agent or a new paying agent under each Escrow and Paying Agent Agreement pursuant thereto or the removal of the escrow agent or paying agent thereunder; and (xv) to provide for the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes (and new Related Series B Equipment Notes), and for the issuance of pass through certificates by any pass through trust that acquires any such new Series B Equipment Notes (and new Related Series B Equipment Notes) and to make changes relating to any of the foregoing (including without limitation to provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such new Series B Equipment Notes (and new Related Series B Equipment Notes) (including, without limitation, to secure claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify such credit support as a “Liquidity Facility” and the “Class B Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and the “Class B Liquidity Provider” and, if the Class B Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust)); provided that such new Series B Equipment Notes are issued in accordance with Section

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4(a)(v) of the Note Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(c) of the Intercreditor Agreement.

     Section 9.02 Amendments to this Indenture with Consent of Holders.

     (a) With the written consent of a Majority in Interest of Noteholders, Company may, and Loan Trustee shall, subject to Section 9.06, at any time and from time to time, enter into such supplemental agreements to add any provisions to or to change or eliminate any provisions of this Indenture or of any such supplemental agreements or to modify in any manner the rights and obligations of Company, Loan Trustee and Noteholders under this Indenture; provided that, without the consent of each Noteholder affected thereby, an amendment under this Section 9.02 may not:

     (1) reduce the principal amount of, Make-Whole Amount, if any, or interest on, any Equipment Note;

     (2) change the date on which any principal amount of, Make-Whole Amount, if any, or interest on any Equipment Note, is due or payable;

     (3) create any Lien with respect to the Collateral prior to or pari passu with the Lien thereon under this Indenture except such as are permitted by this Indenture, or deprive any Noteholder of the benefit of the Lien on the Collateral created by this Indenture, except as provided in connection with the exercise of remedies under Article IV; provided that, without the consent of each holder of an affected Related Equipment Note then outstanding, no such amendment, waiver or modification of terms of, or consent under, any thereof shall modify Section 3.03 or this clause (3) or deprive any Related Noteholder of the benefit of the Lien of this Indenture on the Collateral, except as provided in connection with the exercise of remedies under Article IV;

     (4) reduce the percentage of the outstanding principal amount of the Equipment Notes the consent of whose holders is required for any such supplemental agreement, or the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or of certain defaults hereunder or their consequences provided for in this Indenture; or

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     (5) make any change in Section 4.05 or this Section 9.02, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of each Noteholder affected thereby.

     Notwithstanding the foregoing, neither Company nor Loan Trustee shall enter into any amendment, waiver or modification of, or supplement or consent to, this Indenture or any other Operative Document other than the Participation Agreement (which is addressed in Section 9.03) which shall reduce, modify or amend any indemnities in favor of any Liquidity Provider without the consent of such Liquidity Provider that is subject to such reduction, modification or amendment.

     (b) It is not necessary under this Section 9.02 for Noteholders to consent to the particular form of any proposed supplemental agreement, but it is sufficient if they consent to the substance thereof.

     (c) Promptly after the execution by Company and Loan Trustee of any supplemental agreement pursuant to the provisions of this Section 9.02, Loan Trustee shall transmit by first-class mail a notice, setting forth in general terms the substance of such supplemental agreement, to all Noteholders, as the names and addresses of such Noteholders appear on the Equipment Note Register. Any failure of Loan Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental agreement.

     Section 9.03 Amendments, Waivers, Etc. of the Participation Agreement. Without the consent of a Majority in Interest of Noteholders, the respective parties to the Participation Agreement may not modify, amend or supplement such agreement, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided that, without the consent of Loan Trustee, any Noteholder, any other Indenture Indemnitee or any Related Indenture Indemnitee, the Participation Agreement may be modified, amended or supplemented in order (i) to cure any defect or inconsistency therein or to cure any ambiguity or correct any mistake, (ii) to amend, modify or supplement any provision thereof or make any other provision with respect to matters or questions arising thereunder or under this Indenture (provided that the making of any such other provision shall not materially adversely affect the interests of Noteholders) or (iii) to make any other change, or reflect any other matter, of the kind referred to in clauses (i) through (xv) of Section 9.01. Notwithstanding the foregoing, without the consent of any Liquidity Provider, Company shall not enter into any amendment, waiver or modification of or

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supplement or consent to the Participation Agreement which shall reduce, modify or amend any indemnities in favor of such Liquidity Provider contained therein.

     Section 9.04 Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Noteholder is a continuing consent by Noteholder and every subsequent Noteholder, even if notation of the consent is not made on any Equipment Note.

     Section 9.05 Notation on or Exchange of Equipment Notes. Loan Trustee may place an appropriate notation about an amendment or waiver on any Equipment Note thereafter executed. Loan Trustee in exchange for such Equipment Notes may execute new Equipment Notes that reflect the amendment or waiver.

     Section 9.06 Trustee Protected. If, in the reasonable opinion of the institution acting as Loan Trustee, any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 adversely affects any right, duty, immunity or indemnity with respect to such institution under this Indenture, such institution may in its discretion decline to execute such document.

     Section 9.07 No Consent of Individual Indenture Indemnitees Required. Notwithstanding anything in this Indenture or any other Operative Document to the contrary, when any provision hereof or thereof would otherwise require a consent of an Indenture Indemnitee, such provision shall always be construed to require only the consent of an Indenture Indemnitee other than any Indenture Indemnitee covered by clause (ix) of the definition of “Indenture Indemnitees”.

ARTICLE X

Miscellaneous

     Section 10.01 Termination of Indenture. Subject to Section 7.05, upon (or at any time after) payment in full of the principal amount of, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that (i) there shall then be (x) no other Secured Obligations due to Noteholders, Loan Trustee and other Indenture Indemnitees hereunder, under the Participation Agreement or any other Operative Document, and (y) no Related Secured Obligations due under any Related Indenture or any other “Operative Document” (as defined in any Related Indenture) and (ii) in the case of any redemption of all of the Equipment Notes pursuant

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to Section 2.11(a), the provisions of the foregoing clause (i) shall apply and no Related Indenture Bankruptcy Default or Related Indenture Event of Default shall have occurred and be continuing, Company shall direct Loan Trustee to execute and deliver to or as directed in writing by Company an appropriate instrument releasing the Aircraft and the Engines and (subject to paragraph (vii) of clause “third” of Section 3.03, if applicable) all other Collateral from the Lien of this Indenture and Loan Trustee shall execute and deliver such instrument as aforesaid; provided that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by Loan Trustee of all property constituting part of the Collateral and the final distribution by Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

     Section 10.02 No Legal Title to Collateral in Noteholders. No holder of an Equipment Note or a Related Equipment Note shall have legal title to any part of the Collateral. No transfer, by operation of law or otherwise, of any Equipment Note, Related Equipment Note or other right, title and interest of any Noteholder or Related Noteholder in and to the Collateral or hereunder shall operate to terminate this Indenture or entitle such holder or any successor or transferee of such holder to an accounting or to the transfer to it of any legal title to any part of the Collateral.

     Section 10.03 Sale of Aircraft by Loan Trustee is Binding. Any sale or other conveyance of the Aircraft, the Airframe, any Engine or any interest therein by Loan Trustee made pursuant to the terms of this Indenture shall bind Noteholders and Company and shall be effective to transfer or convey all right, title and interest of Loan Trustee, Company and such Noteholders in and to such Aircraft, Airframe, Engine or interest 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 Loan Trustee or Noteholders.

     Section 10.04 Indenture for Benefit of Company, Loan Trustee and Noteholders. Nothing in this Indenture, whether express or implied, shall be construed to give any Person other than Company, Noteholders, Loan Trustee, other Indenture Indemnitees, Related Loan Trustees and Related Indenture Indemnitees any legal or equitable right, remedy or claim under or in respect of this Indenture, except that the Persons referred to in the second to last full paragraph of Section 7.02(a) shall be third party beneficiaries of such paragraph.

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     Section 10.05 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents required or permitted under the terms and provisions of this Indenture shall be in English and in writing, and any such notice may be given by United States mail, courier service, facsimile, and any such notice shall be effective when delivered (or, if mailed, three Business Days after deposit, postage prepaid, in the first class U.S. mail and, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) addressed as follows:

     if to Company, addressed to:

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
Attention: Treasurer, Dept. 856
Telephone: (404) 715-6583
Facsimile: (404) 773-7345

     with a copy to the General Counsel at the same address, but Dept. 971

Telephone: (404) 715-7820
Facsimile: (404) 715-7882;

if to Loan Trustee, addressed to:

U.S. Bank Trust National Association
One Federal Street, 3rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services
Ref.: Delta 2010-2 EETC
Telephone: (617) 603-6553
Facsimile: (617) 603-6683;

     if to any Noteholder, addressed to such Noteholder at its address set forth in the Equipment Note Register maintained pursuant to Section 2.07;

     if to any Indenture Indemnitee other than Loan Trustee, addressed to the address of such party (if any) set forth in Section 7.01 of the Participation Agreement or to such

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other address as such Indenture Indemnitee shall have furnished by notice to Company and Loan Trustee; and

     if to any Related Indenture Indemnitee, addressed to such Related Indenture Indemnitee at its address set forth in the Equipment Note Register (defined in the applicable Related Indenture) maintained pursuant to Section 2.07 of the applicable Related Indenture.

     Any party, by notice to the other parties hereto, may designate different addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in this Section 10.05.

     Section 10.06 Severability. To the extent permitted by applicable law, any provision of this Indenture that 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 10.07 No Oral Modification or Continuing Waivers. No terms or provisions of this Indenture or of the Equipment Notes may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by Company and Loan Trustee, in compliance with Article IX. Any waiver of the terms hereof or of any Equipment Note shall be effective only in the specific instance and for the specific purpose given.

     Section 10.08 Successors and Assigns. All covenants and agreements contained herein shall bind and inure to the benefit of, and be enforceable by, each of the parties hereto and the successors and permitted assigns of each, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by any Noteholder shall bind the successors and permitted assigns of such Noteholder. Each Noteholder by its acceptance of an Equipment Note agrees to be bound by (i) this Indenture and all provisions of the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to a Noteholder and (ii) all provisions of each Related Indenture applicable to a Related Noteholder to the extent such Noteholder is such Related Noteholder.

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     Section 10.09 Headings. The headings of the various Articles and Sections herein and in the Table of Contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     Section 10.10 Normal Commercial Relations. Anything contained in this Indenture to the contrary notwithstanding, Loan Trustee, any Noteholder or any other party to any of the Operative Documents or the Pass Through Documents or any of their affiliates may conduct any banking or other financial transactions, and have banking or other commercial relationships, with Company, fully to the same extent as if this Indenture were not in effect, including without limitation the making of loans or other extensions of credit to Company for any purpose whatsoever, whether related to any of the transactions contemplated hereby or otherwise.

     Section 10.11 Voting by Noteholders. All votes of Noteholders shall be governed by a vote of a Majority in Interest of Noteholders, except as otherwise provided herein.

     Section 10.12 Section 1110. It is the intention of the parties hereto that the security interest created hereby, to the fullest extent available under applicable law, entitles Loan Trustee, on behalf of Noteholders, to all of the benefits of Section 1110 with respect to the Aircraft.

     Section 10.13 Company’s Performance and Rights. Any obligation imposed on Company herein shall require only that Company perform or cause to be performed such obligation, even if stated as a direct obligation, and the performance of any such obligation by any permitted assignee, lessee or transferee under an assignment, lease or transfer agreement then in effect and in accordance with the provisions of the Operative Documents shall constitute performance by Company and, to the extent of such performance, discharge such obligation by Company. Except as otherwise expressly provided herein, any right granted to Company in this Indenture shall grant Company the right to permit such right to be exercised by any such assignee, lessee or transferee, and, in the case of a lessee, as if the terms hereof were applicable to such lessee were such lessee Company hereunder. The inclusion of specific references to obligations or rights of any such assignee, lessee or transferee in certain provisions of this Indenture shall not in any way prevent or diminish the application of the provisions of the two sentences immediately preceding with respect to obligations or rights in respect of which specific reference to any such assignee, lessee or transferee has not been made in this Indenture.

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     Section 10.14 Counterparts. This Indenture may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Indenture including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Indenture, but all of such counterparts together shall constitute one instrument.

     Section 10.15 Governing Law. THIS INDENTURE HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS INDENTURE, ANY INDENTURE SUPPLEMENT AND THE EQUIPMENT NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

     Section 10.16 Confidential Information. The term “Confidential Information” means: (a) the existence and terms of any lease of the Airframe or Engines pursuant to Section 7.02(a) and the identity of the Permitted Lessee thereunder; (b) all information obtained in connection with any inspection conducted by Loan Trustee or its representative pursuant to Section 7.03(a); (c) each certification furnished to Loan Trustee pursuant to Sections 7.06(a) and 7.06(b); (d) all information contained in each report furnished to Loan Trustee pursuant to Section 7.06(e); (e) all information regarding the Warranty Rights; and (f) all information designated by Company as non-public information. All Confidential Information shall be held confidential by Loan Trustee and each Noteholder and each affiliate, agent, officer, director, or employee of any thereof and shall not be furnished or disclosed by any of them to anyone other than (i) Loan Trustee or any Noteholder and (ii) their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority.

     Section 10.17 Submission to Jurisdiction. Each of the parties hereto, and by acceptance of Equipment Notes, each Noteholder, to the extent it may do so under applicable law, for purposes hereof and of all other Operative Documents hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive 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 this Indenture, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 Indenture or the Equipment Notes or the

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subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

[Signature Pages Follow.]

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

91

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereof duly authorized, as of the date first above written.

DELTA AIR LINES, INC.
By:
	Name:
	Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Loan Trustee
By:
	Name:
	Title:

Signature Page

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

Exhibit A
to Indenture and Security Agreement
([REG. NO.])

FORM OF INDENTURE SUPPLEMENT

INDENTURE SUPPLEMENT NO. _____

     INDENTURE SUPPLEMENT NO. ____, dated _______________ ____, 20__ (“Indenture Supplement”), between DELTA AIR LINES, INC. (“Company”) and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Loan Trustee under the Indenture (each as hereinafter defined).

W I T N E S S E T H:

     WHEREAS, the Indenture and Security Agreement ([REG. NO.]), dated as of _________ ___, 20__ (the “Indenture”; capitalized terms used herein without definition shall have the meanings specified therefor in Annex A to the Indenture), between Company and U.S. Bank Trust National Association, not in its individual capacity, except as expressly provided therein, but solely as Loan Trustee (“Loan Trustee”), provides for the execution and delivery of supplements thereto substantially in the form hereof which shall particularly describe the Aircraft, and shall specifically grant a security interest in the Aircraft to Loan Trustee; and

     [WHEREAS, the Indenture relates to the Airframe and Engines described in Annex A attached hereto and made a part hereof, and a counterpart of the Indenture is attached to and made a part of this Indenture Supplement;]⁹

     [WHEREAS, Company has, as provided in the Indenture, heretofore executed and delivered to Loan Trustee Indenture Supplement(s) for the purpose of specifically subjecting to the Lien of the Indenture certain airframes and/or engines therein described, which Indenture Supplement(s) is/are dated and has/have been duly recorded with the FAA as set forth below, to wit:

Date Recordation Date FAA Document Number]¹⁰

9	Use for Indenture Supplement No. 1 only.
10	Use for all Indenture Supplements other than Indenture Supplement No. 1.

Indenture Supplement No. ____ (2010-2 EETC)
[Reg. No.]

     NOW, THEREFORE, (x) to secure the prompt and complete payment (whether at stated maturity, by acceleration or otherwise) of principal of, Make-Whole Amount, if any, and interest on, the Equipment Notes and all other Secured Obligations payable by Company under the Operative Documents and the performance and observance by Company of all the agreements and covenants to be performed or observed by Company for the benefit of Noteholders and Indenture Indemnitees contained in the Operative Documents and (y) to secure the Related Secured Obligations, and in consideration of the premises and of the covenants contained in the Operative Documents and the Related Indentures, and for other good and valuable consideration given by Noteholders, Indenture Indemnitees and Related Indenture Indemnitees to Company at or before the Closing Date, the receipt and adequacy of which is hereby acknowledged, Company does hereby grant, bargain, sell, convey, transfer, mortgage, assign, pledge and confirm unto Loan Trustee and its successors in trust and permitted assigns, for the security and benefit of Noteholders, each Indenture Indemnitee and each Related Indenture Indemnitee, a first priority security interest in, and mortgage lien on, all estate, right, title and interest of Company in, to and under the Aircraft, including the Airframe and Engines described in Annex A attached hereto, whether or not any such Engine from time to time is installed on the Airframe or any other airframe or any other aircraft, and any and all Parts relating thereto, and, to the extent provided in the Indenture, all substitutions and replacements of, and additions, improvements, accessions and accumulations to, the Aircraft, including the Airframe, the Engines and any and all Parts (in each case other than Excluded Equipment) relating thereto;

     To have and to hold all and singular the aforesaid property unto Loan Trustee, and its successors and permitted assigns, in trust for the equal and proportionate benefit and security of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, except as otherwise provided in the Indenture, including Section 2.13 and Article III of the Indenture, without any priority of any one Equipment Note over any other, or any Related Equipment Note over any other by reason of priority of time of issue, sale,negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and subject to the terms and provisions set forth in the Indenture.

     This Indenture Supplement shall be construed as supplemental to the Indenture and shall form a part thereof, and the Indenture is hereby incorporated by reference herein and is hereby ratified, approved and confirmed.

     THIS INDENTURE SUPPLEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Indenture Supplement No. ____ (2010-2 EETC)
[Reg. No.]

2

[Signature Pages Follow.]

Indenture Supplement No. ____ (2010-2 EETC)
[Reg. No.]

3

     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement No. _____ to be duly executed by their respective duly authorized officers, on the date first above written.

DELTA AIR LINES, INC.
By:
	Name:
	Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Loan Trustee
By:
	Name:
	Title:

Signature Page

Indenture Supplement No. ____ (2010-2 EETC)
[Reg. No.]

Annex A
to Indenture Supplement No. ___
([REG. NO.])

DESCRIPTION OF AIRFRAME AND ENGINES

     AIRFRAME

		Generic		Manufacturer’s
Manufacturer	Model	Manufacturer Model	FAA Registration No.	Serial No.
The Boeing Company

     ENGINES

		Generic
Manufacturer	Model	Manufacturer Model	Manufacturer’s Serial Nos.

     Each Engine has 550 or more rated take-off horsepower or the equivalent of such horsepower and is a jet propulsion aircraft engine having at least 1750 pounds of thrust or the equivalent of such thrust.

Indenture Supplement No. ____ (2010-2 EETC)
[Reg. No.]

Exhibit B
to Indenture and Security Agreement
([REG. NO.])

LIST OF PERMITTED COUNTRIES

Australia	Greece	Norway
Austria	Hong Kong	Peoples’ Republic of China
Bahamas	Hungary	Poland
Barbados	Iceland	Portugal
Belgium	India	Republic of China (Taiwan)
Bermuda Islands	Ireland	Russia
Brazil	Italy	Singapore
British Virgin Islands	Jamaica	South Africa
Canada	Japan	South Korea
Cayman Islands	Jordan	Spain
Chile	Liechtenstein	Sweden
Czech Republic	Luxembourg	Switzerland
Denmark	Malaysia	Thailand
Ecuador	Mexico	Trinidad and Tobago
Egypt	Monaco	United Kingdom
Finland	Netherlands Antilles	Venezuela
France	Netherlands, the
Germany	New Zealand

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

B-1

Exhibit C
to Indenture and
Security Agreement
([REG. NO.])

CERTAIN TERMS

Insurance Threshold:	$	[8,000,000]	11
	$	[12,000,000]	12
	$	[15,000,000]	13

11	To be inserted in the case of any 737-832 model aircraft.
12	To be inserted in the case of any 757-251 or 757-232 model aircraft.
13	To be inserted in the case of any 767-332ER model aircraft.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

C-1

Schedule I
to Indenture and
Security Agreement

DESCRIPTION OF EQUIPMENT NOTES¹⁴

     The information set forth below this text in this Schedule has been intentionally omitted from the FAA filing copy as the parties hereto deem it to contain confidential information.

¹⁴ This page to be included only in the FAA filing package in the place of the completed amortization schedule.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

I-1

Schedule I
to Indenture and
Security Agreement
(Cont’d)

DESCRIPTION OF EQUIPMENT NOTES

	Original Principal
	Amount	Maturity Date
Series A Equipment Notes:	$[•]15	[•], 20[•]16
Series B Equipment Notes:	$[•]17	November 23, 2015

CERTAIN DEFINED TERMS

Defined Term	Definition
Debt Rate for Series A Equipment Notes	4.95% per annum
Make-Whole Spread for Series A Equipment Notes	0.50%
Debt Rate for Series B Equipment Notes	6.75% per annum
Make-Whole Spread for Series B Equipment Notes	0.50%

15	To insert the amount set forth in the line captioned “At Issuance” in the “Equipment Note Ending Balance” column relating to the relevant aircraft in Appendix V to the Prospectus Supplement, dated November 15, 2010, relating to Delta Pass Through Certificates, Series 2010-2A.
16	Boeing 757-251 aircraft: November 23, 2016. Boeing 737-832, 757-232 and 767-332ER aircraft: May 23, 2019.
17	To insert the amount set forth in the line captioned “At Issuance” in the “Equipment Note Ending Balance” column relating to the relevant aircraft in Appendix V to the Prospectus Supplement, dated February 7, 2011, relating to Delta Pass Through Certificates, Series 2010-2B.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

Schedule I
to Indenture and
Security Agreement
(Cont’d)

EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES¹⁸
Boeing [Model]
[Reg. No.]

	Percentage of
	Original Principal Amount
Payment Date	to be Paid

SERIES B EQUIPMENT NOTES

     The principal amount of each Series B Equipment Note will be payable in a single payment on the Maturity Date for the Series B Equipment Notes set forth on the first page of this Schedule I.

¹⁸ For each Pre-Funded Aircraft (as defined in the Note Purchase Agreement), to be completed based on the amortization schedule in Schedule III to the Note Purchase Agreement.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

Schedule I
to Indenture and
Security Agreement
(Cont’d)

EQUIPMENT NOTES AMORTIZATION¹⁹

The portion of this Schedule appearing below this text is intentionally deleted from the FAA filing counterpart because the parties hereto deem it to contain confidential information.

¹⁹ This page to be included only in the FAA filing package in the place of the completed amortization schedule.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

Schedule II
to Indenture and
Security Agreement

PASS THROUGH TRUST AGREEMENT AND

PASS THROUGH TRUST SUPPLEMENTS

     Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as trustee, as supplemented by Trust Supplement No. 2010-2A, dated as of the Class A Issuance Date.

     Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as trustee, as supplemented by Trust Supplement No. 2010-2B, dated as of the Class B Issuance Date.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

II-1

Final Form

Annex A to
Participation Agreement and
Indenture and Security Agreement
([REG. NO.])

DEFINITIONS
([REG. NO.])

     “Additional Insureds” has the meaning specified in Section 7.06(a) of the Indenture.

     “Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” (including “controlled by” and “under common control with”) shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise. In no event shall U.S. Bank be deemed to be an Affiliate of Loan Trustee or vice versa.

     “After-Tax Basis” means that indemnity and compensation payments required to be made on such basis 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 of the receipt or realization of the base amount and any such supplemental amounts, and after consideration of any current tax savings of such payee resulting by way of any deduction, credit or other tax benefit actually and currently realized that is attributable to such base amount or Tax, shall net such payee the full amount of such base amount.

     “Agreement” and “Participation Agreement” mean that certain Participation Agreement ([REG. NO.]), dated on or before the Closing Date, among Company, U.S. Bank, Pass Through Trustee under each Pass Through Trust Agreement, Subordination Agent and Loan Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Aircraft” means the Airframe (or any Replacement Airframe substituted therefor pursuant to Section 7.05 of the Indenture) together with the two Engines described in the Indenture Supplement originally executed and delivered under the Indenture (or any Replacement Engine that may from time to time be substituted for any of such Engines pursuant to Section 7.04 or Section 7.05 of the Indenture), whether or not any of such initial or substituted Engines is from time to time installed on such Airframe or installed on any other airframe or on any other aircraft. The term “Aircraft” includes any Replacement Aircraft.

Indenture and Security Agreement (2010-2 EETC)
[Reg. No.]

     “Aircraft Protocol” means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements, and revisions thereto (and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to the Aircraft Protocol with respect to that country, the Aircraft Protocol as in effect in such country, unless otherwise indicated).

     “Airframe” means (a) the Boeing [Model] (generic model [Generic Model]) aircraft (except (i) the Engines or engines from time to time installed thereon and any and all Parts related to such Engine or engines and (ii) Excluded Equipment) specified on Annex A to the Indenture Supplement originally executed and delivered under the Indenture and (b) any and all related Parts. The term “Airframe” includes any Replacement Airframe that is substituted for the Airframe pursuant to Section 7.05 of the Indenture. At such time as any Replacement Airframe is so substituted and the Airframe for which such substitution is made is released from the Lien of the Indenture, such replaced Airframe shall cease to be an Airframe under the Indenture.

     “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended from time to time, or any successor statutes thereto.

     “Basic Pass Through Trust Agreement” means that certain Pass Through Trust Agreement, dated as of November 16, 2000, between Company and U.S. Bank (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (but does not include any Trust Supplement).

     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in New York, New York, Atlanta, Georgia, Boston, Massachusetts, Wilmington, Delaware or, if different from the foregoing, the city and state in which Loan Trustee, the Pass Through Trustee or Subordination Agent maintains its Corporate Trust Office or receives and disburses funds.

     “Cape Town Convention” means the official English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements, and revisions thereto (and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to the Cape Town Convention with respect to that country, the Cape Town Convention as in effect in such country, unless otherwise indicated).

     “Cape Town Treaty” means, collectively, the official English language text of (a) the Convention on International Interests in Mobile Equipment, and (b) the Protocol to

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the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, in each case adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and from and after the effective date of the Cape Town Treaty in the relevant country, means when referring to the Cape Town Treaty with respect to that country, the Cape Town Treaty as in effect in such country, unless otherwise indicated, and (c) all rules and regulations adopted pursuant thereto and, in the case of each of the foregoing described in clauses (a) through (c), all amendments, supplements, and revisions thereto.

     “Certificated Air Carrier” means a Citizen of the United States holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code 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.

     “Citizen of the United States” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.

     “Claim” has the meaning specified in Section 4.02(a) of the Participation Agreement.

     “Class A Certificates” means Pass Through Certificates issued by the Class A Pass Through Trust.

     “Class A Issuance Date” means November 22, 2010.

     “Class A Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

     “Class A Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

     “Class A Pass Through Trust” means the Delta Air Lines Pass Through Trust 2010-2A created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2A, dated as of the Class A Issuance Date, between Company and U.S. Bank, as Class A Trustee.

     “Class A Trustee” means the trustee for the Class A Pass Through Trust.

     “Class A Underwriter” means, with respect to Class A Certificates, each of the underwriters identified as such in the Underwriting Agreement (Class A).

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     “Class B Certificates” means Pass Through Certificates issued by any Class B Pass Through Trust (including, without limitation, any “Refinancing Certificates” (as such term is defined in the Intercreditor Agreement)).

     “Class B Issuance Date” means February 14, 2011.

     “Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

     “Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

     “Class B Pass Through Trust” means (i) initially, the Delta Air Lines Pass Through Trust 2010-2B created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2B, dated as of the Class B Issuance Date, between Company and U.S. Bank, as Class B Trustee, and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent redemption of the Series B Equipment Notes and issuance of new Series B Equipment Notes.

     “Class B Trustee” means the trustee for any Class B Pass Through Trust.

     “Class B Underwriter” means, with respect to Class B Certificates, each of the underwriters identified as such in the Underwriting Agreement (Class B).

     “Closing” has the meaning specified in Section 2.03 of the Participation Agreement.

     “Closing Date” means the date of the closing of the transaction contemplated by the Operative Documents.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Collateral” has the meaning specified in the granting clause of the Indenture.

     “Company” means Delta Air Lines, Inc., and its successors and permitted assigns.

     “Compulsory Acquisition” means requisition of title or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason of the Aircraft by any government that results in the loss of title or use of the Aircraft by Company (or any Permitted Lessee) for a period in excess of 180 consecutive days, but shall exclude requisition for use or hire not involving requisition of title.

     “Confidential Information” has the meaning specified in Section 10.16 of the Indenture.

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     “Controlling Party” has the meaning specified in Section 2.06 of the Intercreditor Agreement.

     “Corporate Trust Office” has the meaning specified in Section 1.01 of the Intercreditor Agreement.

     “CRAF Program” means the Civil Reserve Air Fleet Program authorized under 10 U.S.C. Section 9511 et seq. or any similar or substitute program under the laws of the United States.

     “Debt Rate” means, with respect to any Series of Equipment Notes, (i) the rate per annum specified for the applicable Series as such in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance), and (ii) for any other purpose, with respect to any period, the weighted average interest rate per annum during such period borne by the outstanding Equipment Notes, excluding any interest payable at the Past Due Rate.

     “Defaulted Operative Indenture” means any Operative Indenture (the terms “Event of Default”, “Equipment Notes” and “Payment Default” used in this definition have the meanings specified therefor in such Operative Indenture) with respect to which (i) a Payment Default has occurred and is continuing or an Event of Default described in Section 4.01(a) of such Operative Indenture has occurred and is continuing or (ii) an Event of Default other than an Event of Default described in Section 4.01(a) of such Operative Indenture has occurred and is continuing and, in any such case, either (x) the Equipment Notes issued thereunder have been accelerated and such acceleration has not been rescinded and annulled in accordance therewith or (y) the loan trustee under such Operative Indenture has given Company a notice of its intention to exercise one or more of the remedies specified in Section 4.02(a) of such Operative Indenture; provided that in the event of a bankruptcy proceeding under the Bankruptcy Code under which Company is a debtor, if and so long as the trustee or the debtor agrees to perform and performs all obligations of Company under such Operative Indenture and the Equipment Notes issued thereunder in accordance with Section 1110(a)(2) of the Bankruptcy Code and cures defaults under such Operative Indentures and Equipment Notes to the extent required by Section 1110(a)(2) of the Bankruptcy Code, such Operative Indenture shall not be a Defaulted Operative Indenture.

     “Department of Transportation” means the United States Department of Transportation and any agency or instrumentality of the United States government succeeding to its functions.

     “Deposit Agreement” means, subject to Section 5(f) of the Note Purchase Agreement, each of (i) the Deposit Agreement (Class A), dated as of the Class A Issuance Date, between Escrow Agent and Depositary, which relates to the Class A Pass

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Through Trust and (ii) the Deposit Agreement (Class B), dated as of the Class B Issuance Date, between Escrow Agent and Depositary, which relates to the Class B Pass Through Trust; provided that, for purposes of any obligation of Company, no amendment, modification or supplement to, or substitution or replacement of, any Deposit Agreement shall be effective unless consented to by Company.

     “Depositary” means, subject to Section 5(f) of the Note Purchase Agreement, The Bank of New York Mellon, a New York banking corporation, as Depositary under each Deposit Agreement.

     “Direction” has the meaning specified in Section 2.16 of the Indenture.

     “Dollars” and “$” mean the lawful currency of the United States.

     “Eligible Account” means an account established by and with an Eligible Institution at the request of Loan Trustee, which institution agrees, for all purposes of the UCC including Article 8 thereof, that (a) such account shall be a “securities account” (as defined in Section 8-501(a) of the NY UCC), (b) such institution is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC), (c) all property (other than cash) credited to such account shall be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the NY UCC), (d) Loan Trustee shall be the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) in respect of such account, (e) it will comply with all entitlement orders issued by Loan Trustee to the exclusion of Company, (f) it will waive or subordinate in favor of Loan Trustee all claims (including, without limitation, claims by way of security interest, lien or right of set-off or right of recoupment), and (g) the “securities intermediary jurisdiction” (under Section 8-110(e) of the NY UCC) shall be the State of New York.

     “Eligible Institution” means the corporate trust department of (a) U.S. Bank or any other Person that becomes a successor Loan Trustee under the Indenture, in each case, acting solely in its capacity as a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC), or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a Long-Term Rating from Moody’s of at least A3 (or its equivalent) and from S&P of at least A (or its equivalent).

     “Engine” means (a) each of the two [Engine Manufacturer and Model] engines (generic manufacturer and model [Generic Manufacturer and Model]), listed by manufacturer’s serial number and further described on Annex A to the Indenture Supplement originally executed and delivered under the Indenture, whether or not from time to time installed on the Airframe or installed on any other airframe or on any other aircraft and (b) any Replacement Engine substituted for an Engine pursuant to Section 7.04 or 7.05 of the Indenture; together in each case with any and all related Parts but excluding Excluded Equipment. At such time as a Replacement Engine is so substituted

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and the Engine for which substitution is made is released from the Lien of the Indenture, such replaced Engine shall cease to be an Engine under the Indenture.

     “Equipment Note” means and includes any equipment notes issued under the Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to Section 2.07 or 2.08 of the Indenture.

     “Equipment Note Register” has the meaning specified in Section 2.07 of the Indenture.

     “Equipment Note Registrar” has the meaning specified in Section 2.07 of the Indenture.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of the Participation Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

     “Escrow Agent” means U.S. Bank National Association, a national banking association, as escrow agent under each Escrow Agreement, or any successor agent thereto.

     “Escrow Agreement” means each of (i) the Escrow and Paying Agent Agreement (Class A), dated as of the Class A Issuance Date, among Escrow Agent, Paying Agent, the Class A Underwriters, and Class A Trustee, which relates to the Class A Pass Through Trust and (ii) the Escrow and Paying Agent Agreement (Class B), dated as of the Class B Issuance Date, among Escrow Agent, Paying Agent, the Class B Underwriters, and Class B Trustee, which relates to the Class B Pass Through Trust; provided that, for purposes of any obligation of Company, no amendment, modification or supplement to, or substitution or replacement of, any Escrow Agreement shall be effective unless consented to by Company.

     “Event of Default” has the meaning specified in Section 4.01 of the Indenture.

     “Event of Loss” means, with respect to the Aircraft, Airframe or any Engine, any of the following events with respect to such property:

     (a) the loss of such property or of the use thereof due to destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever;

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     (b) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss, a compromised total loss or a constructive total loss;

     (c) the theft, hijacking or disappearance of such property for a period in excess of 180 consecutive days;

     (d) the requisition for use or hire of such property by any government (other than a requisition for use or hire by a Government or the government of the country of registry of the Aircraft) that results in the loss of possession of such property by Company (or any Permitted Lessee) for a period in excess of 12 consecutive months;

     (e) the operation or location of the Aircraft, while under requisition for use by any government, in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft required by the terms of Section 7.06 of the Indenture, unless Company shall have obtained indemnity or insurance in lieu thereof from such government;

     (f) any Compulsory Acquisition;

     (g) as a result of any law, rule, regulation, order or other action by the FAA or other government of the country of registry, the use of the Aircraft or Airframe 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 18 consecutive months, unless Company is diligently carrying forward all steps that are necessary or desirable to permit the normal use of the Aircraft or Airframe or, in any event, if such use is prohibited for a period of three consecutive years; and

     (h) with respect to an Engine only, any divestiture of title to or interest in an Engine or any event with respect to an Engine that is deemed to be an Event of Loss with respect to such Engine pursuant to Section 7.02(a)(vii) of the Indenture.

     An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to the Airframe unless Company elects to substitute a Replacement Airframe pursuant to Section 7.05(a)(i) of the Indenture.

     “Excluded Equipment” means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or

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owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

     “FAA” means the United States Federal Aviation Administration and any agency or instrumentality of the United States government succeeding to its functions.

     “FAA Bill of Sale” means the bill of sale for the Aircraft on AC Form 8050-2 executed by Manufacturer or an affiliate of Manufacturer in favor of Company and recorded with the FAA.

     “Federal Funds Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding 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 of the quotations for such day for such transactions received by U.S. Bank from three Federal funds brokers of recognized standing selected by it.

     “Government” means the government of any of Canada, France, Germany, Japan, The Netherlands, Sweden, Switzerland, the United Kingdom or the United States and any instrumentality or agency thereof.

     “Indemnitee” has the meaning specified in Section 4.02(b) of the Participation Agreement.

     “Indenture” means that certain Indenture and Security Agreement ([REG. NO.]), dated as of the Closing Date, between Company and Loan Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including supplementation by an Indenture Supplement pursuant to the Indenture.

     “Indenture Indemnitee” means (i) Loan Trustee, (ii) U.S. Bank, (iii) each separate or successor or additional trustee appointed pursuant to Section 8.02 of the Indenture, (iv) so long as it holds any Equipment Notes as agent and trustee of any Pass Through Trustee, Subordination Agent, (v) each Liquidity Provider, (vi) so long as it is the holder of any Equipment Notes, each Pass Through Trustee, (vii) Paying Agent, (viii) Escrow Agent, and (ix) any of their respective successors and permitted assigns in such capacities, directors, officers, employees, agents and servants. No holder of a Pass Through Certificate in its capacity as such shall be an Indenture Indemnitee.

     “Indenture Supplement” means a supplement to the Indenture, substantially in the form of Exhibit A to the Indenture, which particularly describes the Aircraft, and any

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Replacement Airframe and/or Replacement Engine, included in the property subject to the Lien of the Indenture.

     “Insurance Threshold” is the amount set forth as the Insurance Threshold in Exhibit C to the Indenture.

     “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Class A Issuance Date, among Class A Trustee, Class A Liquidity Provider and Subordination Agent, as amended by that certain Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of the Class B Issuance Date, among Company, Liquidity Providers, Pass Through Trustees and Subordination Agent, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligations of Company, no amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by Company.

     “Interests” has the meaning specified in Section 7.06(a) of the Indenture.

     “International Interest” has the meaning ascribed to the defined term “international interest” under the Cape Town Treaty.

     “International Registry” means the international registry established pursuant to the Cape Town Treaty.

     “Lease” means any lease permitted by the terms of Section 7.02(a) of the Indenture.

     “Lien” means any mortgage, pledge, lien, encumbrance, lease, sublease, sub-sublease or security interest.

     “Liquidity Facilities” means, collectively, the Class A Liquidity Facility and the Class B Liquidity Facility.

     “Liquidity Providers” means, collectively, Class A Liquidity Provider and Class B Liquidity Provider.

     “Loan Amount” has the meaning specified in Section 7.06(c) of the Indenture.

     “Loan Trustee” has the meaning specified in the introductory paragraph of the Indenture.

     “Loan Trustee Liens” means any Lien attributable to U.S. Bank or Loan Trustee with respect to the Aircraft, any interest therein or any other portion of the Collateral arising as a result of (i) claims against U.S. Bank or Loan Trustee not related to its interest in the Aircraft or the administration of the Collateral pursuant to the Indenture,

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(ii) acts of U.S. Bank or Loan Trustee not permitted by, or the failure of U.S. Bank or Loan Trustee to take any action required by, the Operative Documents or the Pass Through Documents, (iii) claims against U.S. Bank or Loan Trustee relating to Taxes or Claims that are excluded from the indemnification provided by Section 4.02 of the Participation Agreement pursuant to said Section 4.02 or (iv) claims against U.S. Bank or Loan Trustee arising out of the transfer by any such party of all or any portion of its interest in the Aircraft, the Collateral, the Operative Documents or the Pass Through Documents, except while an Event of Default is continuing and prior to the time that Loan Trustee has received all amounts due to it pursuant to the Indenture.

     “Long-Term Rating” has the meaning specified in the Intercreditor Agreement.

     “Loss Payment Date” has the meaning specified in Section 7.05(a) of the Indenture.

     “Majority in Interest of Noteholders” means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by Company or an Affiliate of Company or a Pass Through Trustee is otherwise under the control of Company or such Affiliate of Company (unless all Equipment Notes then outstanding are held by Company or any Affiliate thereof, including Pass Through Trustees which are considered Affiliates of Company pursuant hereto); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

     “Make-Whole Amount” means, with respect to any Equipment Note, the amount (as determined by an independent investment banker selected by Company (and, following the occurrence and during the continuance of an Event of Default, reasonably acceptable to Loan Trustee)), if any, by which (i) the present value of the remaining scheduled payments of principal and interest from the redemption date to maturity of such Equipment Note computed by discounting each such payment on a semiannual basis from its respective Payment Date (assuming a 360-day year of twelve 30 day months) using a discount rate equal to the Treasury Yield plus the Make-Whole Spread exceeds (ii) the outstanding principal amount of such Equipment Note plus accrued but unpaid interest thereon to the date of redemption. For purposes of determining the Make-Whole Amount, “Treasury Yield” means, at the date of determination, the interest rate (expressed as a semiannual equivalent and as a decimal rounded to the number of decimal

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places as appears in the Debt Rate of such Equipment Note and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date and trading in the public securities market either as determined by interpolation between the most recent weekly average constant maturity, non-inflation-indexed series yield to maturity for two series of United States Treasury securities, trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date and (B) the other maturing as close as possible to, but later than, the Average Life Date, in each case as reported in the most recent H.15(519) or, if a weekly average constant maturity, non-inflation indexed series yield to maturity for United States Treasury securities maturing on the Average Life Date is reported in the most recent H.15(519), such weekly average yield to maturity as reported in such H.15(519). “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System. The date of determination of a Make-Whole Amount shall be the third Business Day prior to the applicable redemption date and the “most recent H.15(519)” means the latest H.15(519) published prior to the close of business on the third Business Day prior to the applicable redemption date. “Average Life Date” means, for each Equipment Note to be redeemed, the date which follows the redemption date by a period equal to the Remaining Weighted Average Life at the redemption date of such Equipment Note. “Remaining Weighted Average Life” of an Equipment Note, at the redemption date of such Equipment Note, means the number of days equal to the quotient obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment of principal, including the payment due on the maturity date of such Equipment Note, by (B) the number of days from and including the redemption date to but excluding the scheduled Payment Date of such principal installment by (ii) the then unpaid principal amount of such Equipment Note.

     “Make-Whole Spread” means, with respect to any Series of Equipment Notes, the percentage specified for the applicable Series as such in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance).

     “Manufacturer” means The Boeing Company, a Delaware corporation, and its successors and assigns.

     “Manufacturer’s Consent” means the Manufacturer’s Consent and Agreement to Assignment of Warranties, dated as of the Closing Date, substantially in the form of Exhibit D to the Participation Agreement.

     “Minimum Insurance Amount” has the meaning specified in Section 7.06(a) of the Indenture.

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     “Moody’s” means Moody’s Investors Service, Inc.

     “Noteholder” means any Person in whose name an Equipment Note is registered on the Equipment Note Register (including, for so long as it is the registered holder of any Equipment Notes, Subordination Agent on behalf of Pass Through Trustees pursuant to the provisions of the Intercreditor Agreement).

     “Noteholder Liens” means any Lien attributable to any Noteholder on or against the Aircraft, any interest therein or any other portion of the Collateral, arising out of any claim against such Noteholder that is not related to the Operative Documents or Pass Through Documents, or out of any act or omission of such Noteholder that is not related to the transactions contemplated by, or that constitutes a breach by such Noteholder of its obligations under, the Operative Documents or the Pass Through Documents.

     “Note Purchase Agreement” means the Amended and Restated Note Purchase Agreement, dated as of the Class B Issuance Date, among Company, Subordination Agent, Escrow Agent, Paying Agent and Pass Through Trustees, providing for, among other things, the issuance and sale of certain equipment notes, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “NY UCC” means UCC as in effect in the State of New York.

     “Operative Documents” means, collectively, the Participation Agreement, the Indenture, each Indenture Supplement, the Manufacturer’s Consent and the Equipment Notes.

     “Operative Indentures” means, as of any date, each “Indenture” (as such term is defined in the Note Purchase Agreement), including the Indenture, whether any other “Indenture” shall have been entered into before or after the date of the Indenture, but only if as of such date all “Equipment Notes” (as defined in each such “Indenture”) are held by “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in each such “Indenture”.

     “Other Party Liens” means any Lien attributable to Pass Through Trustee (other than in its capacity as Noteholder), Subordination Agent (other than in its capacity as Noteholder) or any Liquidity Provider on or against the Aircraft, any interest therein, or any other portion of the Collateral arising out of any claim against such party that is not related to the Operative Documents or Pass Through Documents, or out of any act or omission of such party that is not related to the transactions contemplated by, or that constitutes a breach by such party of its obligations under, the Operative Documents or the Pass Through Documents.

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     “Participation Agreement” has the meaning set forth under the definition of “Agreement”.

     “Parts” means any and all appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than (a) complete Engines or engines and (b) Excluded Equipment), so long as the same are incorporated or installed in or attached to the Airframe or any Engine or so long as the same are subject to the Lien of the Indenture in accordance with the terms of Section 7.04 thereof after removal from the Airframe or any Engine.

     “Pass Through Certificates” means the pass through certificates issued by any Pass Through Trustee (and any other pass through certificates for which such pass through certificates may be exchanged).

     “Pass Through Documents” means each Pass Through Trust Agreement, the Note Purchase Agreement, each Escrow Agreement, each Deposit Agreement, the Intercreditor Agreement and each Liquidity Facility.

     “Pass Through Trust” means each of the two separate grantor trusts created pursuant to the Pass Through Trust Agreements to facilitate certain of the transactions contemplated by the Operative Documents.

     “Pass Through Trust Agreement” means each of the two separate Trust Supplements relating to the Pass Through Trusts, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Pass Through Trustee” means the trustee under a Pass Through Trust Agreement, together with any successor in interest and any successor or other trustee appointed as provided in such Pass Through Trust Agreement.

     “Past Due Rate” means the lesser of (a) with respect to (i) any payment made to a Noteholder under any Series of Equipment Notes, the Debt Rate then applicable to such Series plus 1% and (ii) any other payment made under any Operative Document to any other Person, the Debt Rate plus 1% (computed on the basis of a year of 360 days comprised of twelve 30-day months) and (b) the maximum rate permitted by applicable law.

     “Paying Agent” means U.S. Bank, as paying agent under each Escrow Agreement, and any successor agent thereto.

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     “Payment Date” means, for any Equipment Note, each May 23 and November 23, commencing with [__________].²⁰

     “Payment Default” means the occurrence of an event that would give rise to an Event of Default under Section 4.01(a) of the Indenture upon the giving of notice or the passing of time or both.

     “Permitted Investments” means each of (a) direct obligations of the United States and agencies thereof; (b) obligations fully guaranteed by the United States; (c) certificates of deposit issued by, or bankers’ acceptances of, or time deposits with, any bank, trust company or national banking association incorporated or doing business under the laws of the United States or one of the states thereof having combined capital and surplus and retained earnings of at least $100,000,000 and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally recognized rating organization in the United States); (d) commercial paper of any holding company of a bank, trust company or national banking association described in clause (c); (e) commercial paper of companies having a Short-Term Rating assigned to such commercial paper by either Moody’s or S&P (or, if neither such organization then rates such commercial paper, by any nationally recognized rating organization in the United States) equal to either of the two highest ratings assigned by such organization; (f) Dollar-denominated certificates of deposit issued by, or time deposits with, the European subsidiaries of (i) any bank, trust company or national banking association described in clause (c), or (ii) any other bank or financial institution described in clause (g), (h) or (j) below; (g) United States-issued Yankee certificates of deposit issued by, or bankers’ acceptances of, or commercial paper issued by, any bank having combined capital and surplus and retained earnings of at least $100,000,000 and headquartered in Canada, Japan, the United Kingdom, France, Germany, Switzerland or The Netherlands and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally recognized rating organization in the United States); (h) Dollar-denominated time deposits with any Canadian bank having a combined capital and surplus and retained earnings of at least $100,000,000 and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally recognized rating organization in the United States); (i) Canadian Treasury Bills fully hedged to Dollars; (j) repurchase agreements with any financial institution having combined capital and surplus and retained earnings of at least $100,000,000 collateralized by transfer of possession of any of the obligations described

²⁰ With respect to the Equipment Notes for the Unencumbered Aircraft (as defined in the Note Purchase Agreement), insert “May 23, 2011” and with respect to the Equipment Notes for the 2001-1 Aircraft (as defined in the Note Purchase Agreement), insert “November 23, 2011”.

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in clauses (a) through (i) above; (k) bonds, notes or other obligations of any state of the United States, or any political subdivision of any state, or any agencies or other instrumentalities of any such state, including, but not limited to, industrial development bonds, pollution control revenue bonds, public power bonds, housing bonds, other revenue bonds or any general obligation bonds, that, at the time of their purchase, such obligations have a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States); (1) bonds or other debt instruments of any company, if such bonds or other debt instruments, at the time of their purchase, have a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States); (m) mortgage backed securities (i) guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Government National Mortgage Association or having a Long-Term Rating of AAA, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States) or, if unrated, deemed to be of a comparable quality by Loan Trustee and (ii) having an average life not to exceed one year as determined by standard industry pricing practices presently in effect; (n) asset-backed securities having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally recognized rating organization in the United States) or, if unrated, deemed to be of a comparable quality by Loan Trustee; and (o) such other investments approved in writing by Loan Trustee; provided that the instruments described in the foregoing clauses shall have a maturity no later than the earliest date when such investments may be required for distribution. The bank acting as Pass Through Trustee or Loan Trustee is hereby authorized, in making or disposing of any investment described herein, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of Pass Through Trustee or Loan Trustee or for any third person or dealing as principal for its own account.

     “Permitted Lessee” means any Person to whom Company is permitted to lease the Airframe or any Engine pursuant to Section 7.02(a) of the Indenture.

     “Permitted Lien” has the meaning specified in Section 7.01 of the Indenture.

     “Person” means any person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof.

     “Prospective International Interest” has the meaning ascribed to the defined term “prospective international interest” under the Cape Town Treaty.

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     [“Purchase Agreement” means Purchase Agreement No. 2022, dated as of October 21, 1997, which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]²¹

     [“Purchase Agreement” means Purchase Agreement No. 1631, dated as of December 1, 1989, between Manufacturer and Company (as successor to Northwest Airlines, Inc.), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]²²

     [“Purchase Agreement” means Purchase Agreement No. 2023, dated as of October 21, 1997, which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]²³

     [“Purchase Agreement” means Purchase Agreement No. 2024, dated as of October 21, 1997, which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.]²⁴

     “Rating Agencies” has the meaning specified in the Intercreditor Agreement.

     “Related Equipment Note” means, as of any date, an “Equipment Note” as defined in each Related Indenture, but only if as of such date it is held by “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.

     “Related Indemnitee Group” has the meaning specified in Section 4.02(b) of the Participation Agreement.

     “Related Indenture” means each Operative Indenture (other than the Indenture).

21	To be inserted for 737-832 aircraft.
22	To be inserted for 757-251 aircraft.
23	To be inserted for 757-232 aircraft.
24	To be inserted for 767-332ER aircraft.

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     “Related Indenture Bankruptcy Default” means any “Event of Default” under Section 4.01(f), (g), (h) or (i) of any Related Indenture, determined without giving effect to any applicable grace period.

     “Related Indenture Event of Default” means any “Event of Default” under any Related Indenture.

     “Related Indenture Indemnitee” means each Related Noteholder.

     “Related Loan Trustee” means “Loan Trustee” as defined in each Related Indenture.

     “Related Make-Whole Amount” means the “Make-Whole Amount”, as defined in each Related Indenture.

     “Related Noteholder” means a registered holder of a Related Equipment Note.

     “Related Secured Obligations” means, as of any date, the outstanding principal amount of the Related Equipment Notes issued under each Related Indenture, the accrued and unpaid interest (including, to the extent permitted by applicable law, post-petition interest) due thereon in accordance with such Related Indenture as of such date, Related Make-Whole Amount, if any, with respect thereto in accordance with such Related Indenture as of such date, and any other amounts payable as of such date under the “Operative Documents” (as defined in each Related Indenture).

     “Related Series A Equipment Note” means, as of any date, a “Series A Equipment Note”, as defined in each Related Indenture, but only if as of such date it is held by the “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.

     “Related Series B Equipment Note” means, as of any date, a “Series B Equipment Note”, as defined in each Related Indenture, but only if as of such date it is held by the “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.

     “Replacement Aircraft” means the Aircraft of which a Replacement Airframe is part.

     “Replacement Airframe” means a Boeing [737-800]²⁵[757-200]²⁶[767-300ER]²⁷ aircraft or a comparable or improved model of Manufacturer (except (a) Engines or

25	To be inserted for 737-832 aircraft.
26	To be inserted for 757-251 and 757-232 aircraft.

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engines from time to time installed thereon and any and all Parts related to such Engine or engines and (b) Excluded Equipment), that shall have been made subject to the Lien of the Indenture pursuant to Section 7.05 thereof, together with all Parts relating to such aircraft.

     “Replacement Engine” means a [Engine Manufacturer and Model] engine (or an engine of the same or another manufacturer of a comparable or an improved model and suitable for installation and use on the Airframe with the other Engine (or any other Replacement Engine being substituted simultaneously therewith)) that is made subject to the Lien of the Indenture pursuant to Section 7.04 or Section 7.05 thereof, together with all Parts relating to such engine.

     “Replacement Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.

     “Replacement Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.

     “Responsible Officer” means, with respect to Company, its Chairman of the Board, its President, its Chief Operating Officer, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the Secretary.

     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

     “Section 1110” means Section 1110 of the Bankruptcy Code.

     “Secured Obligations” has the meaning specified in Section 2.06 of the Indenture.

     “Securities Account” has the meaning specified in Section 3.07 of the Indenture.

     “Securities Act” means the Securities Act of 1933, as amended from time to time.

     “Securities and Exchange Commission” means the United States Securities and Exchange Commission and any agency or instrumentality of the United States government succeeding to its functions.

     “Securities Intermediary” has the meaning specified in Section 3.07 of the Indenture.

²⁷ To be inserted for 767-332ER aircraft.

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     “Series” means any series of Equipment Notes, including the Series A Equipment Notes or the Series B Equipment Notes.

     “Series A” or “Series A Equipment Notes” means Equipment Notes issued and designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series A Equipment Notes” and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the Indenture.

     “Series B” or “Series B Equipment Notes” means Equipment Notes issued and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and maturities as specified under the heading “Series B Equipment Notes” in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance) and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the Indenture (as, in the case of any new Series B Equipment Notes issued after the Closing Date pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, such Schedule I may be amended in connection with such issuance).

     “Short-Term Rating” has the meaning specified in the Intercreditor Agreement.

     “Subordination Agent” has the meaning specified in the introductory paragraph of the Participation Agreement.

     “Tax” and “Taxes” mean all governmental fees (including, without limitation, license, filing and registration fees) and all taxes (including, without limitation, franchise, excise, stamp, value added, income, gross receipts, sales, use and property taxes), withholdings, assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or assessed by any country, taxing authority or governmental subdivision thereof or therein or by any international authority, including any taxes imposed on any Person as a result of such Person being required to collect and pay over withholding taxes.

     “Transportation Code” means that portion of Title 49 of the United States Code comprising those provisions formerly referred to as the Federal Aviation Act of 1958, as amended, or any subsequent legislation that amends, supplements or supersedes such provisions.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to time.

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     “Trust Supplements” means (i) those agreements supplemental to the Basic Pass Through Trust Agreement referred to in Schedule II to the Participation Agreement as of the Closing Date and (ii) in the case of any Class B Certificates issued after the Closing Date in connection with any redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes, pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate trust is created for the benefit of the holders of such Class B Certificates, (b) the issuance of such Class B Certificates representing fractional undivided interests in the Class B Pass Through Trust is authorized and (c) the terms of such Class B Certificates are established.

     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

     “Underwriting Agreement (Class A)” means that certain Underwriting Agreement, dated November 15, 2010, among Company and Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., acting as representatives of the underwriters named therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “Underwriting Agreement (Class B)” means that certain Underwriting Agreement, dated [•], 2011, among Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., acting as representatives of the underwriters named therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

     “United States” means the United States of America.

     “U.S. Bank” has the meaning specified in the introductory paragraph of the Participation Agreement.

     “Warranty Bill of Sale” means the warranty (as to title) bill of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

     “Warranty Rights” means [all right and interest of Company in, to and under Parts 1, 2, 3, 4 and 6 of the Product Assurance Document attached as Exhibit C to the Aircraft General Terms Agreement AGTA-DAL, dated as of October 21, 1997, but only to the extent the same relate to continuing rights of Company in respect of any warranty or indemnity, express or implied, pursuant to the Product Assurance Document with respect to the Airframe, it being understood that the Warranty Rights exclude any and all other right, title and interest of Company in, to and under the Purchase Agreement and that the

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Warranty Rights are subject to the terms of the Manufacturer’s Consent]²⁸ [all right and interest of Company in, to and under the Product Assurance Document attached as Exhibit B to the Purchase Agreement, but only to the extent the same relates to continuing rights of Company in respect of any warranty or indemnity, express or implied, pursuant to the Product Assurance Document with respect to the Airframe, it being understood that the Warranty Rights exclude any and all other right, title and interest of Company in, to and under the Purchase Agreement and that the Warranty Rights are subject to the terms of the Manufacturer’s Consent]²⁹.

28	To be inserted for Boeing 737-832, 757-232 and 767-332ER aircraft.
29	To be inserted for Boeing 757-251 aircraft.

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EX-4.12

Exhibit 4.12

EXECUTION COPY

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
(N308DE)

Dated as of February 14, 2011

among

DELTA AIR LINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
Pass Through Trust Agreements,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Subordination Agent,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Loan Trustee,

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
in its individual capacity as set forth herein

*

One Boeing 737-732
(Generic Manufacturer and Model BOEING 737-700) Aircraft
U.S. Registration No. N308DE

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TABLE OF CONTENTS
(continued)

Page

Participation Agreement (2009-1 EETC)
N308DE

TABLE OF CONTENTS

	Page
ARTICLE 1
DEFINITIONS; AMENDMENTS
Section 1.01. Definitions		3
Section 1.02. Other Definitional Provisions		3
Section 1.03. Amendments to Original Participation Agreement		4
Section 1.04. Supplemental Provisions		6
ARTICLE 2
THE LOANS
Section 2.01. The Loans		6
Section 2.02. Issuance of Series B Equipment Notes		7
Section 2.03. The Series B Closing		7
ARTICLE 3
CONDITIONS PRECEDENT
Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees		7
Section 3.02. Conditions Precedent to Obligations of Company		12
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF COMPANY
Section 4.01. Representations and Warranties of Company		14
ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK
Section 5.01. Representations, Warranties and Covenants of U.S. Bank		17
ARTICLE 6
FEES AND EXPENSES
Section 6.01. Fees and Expenses		20

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TABLE OF CONTENTS
(continued)

	Page
ARTICLE 7
MISCELLANEOUS
Section 7.01. Effective Time		21
Section 7.02. Ratification and Agreements		21
Section 7.03. Survival of Representations, Warranties, Covenants and Agreements		22
Section 7.04. Governing Law		22
Section 7.05. Severability		22
Section 7.06. No Oral Modifications or Continuing Waivers; Consents		22
Section 7.07. Effect of Headings and Table of Contents		22
Section 7.08. Successors and Assigns		23
Section 7.09. Benefits of Agreement		23
Section 7.10. Counterparts		23

Schedule I	-	Equipment Notes, Purchasers and Original Principal Amounts
Schedule II	-	Trust Supplements
Exhibit A	-	Form of First Indenture Amendment
Exhibit B-1	-	Form of Opinion of Counsel for Company
Exhibit B-2	-	Form of Opinion of Debevoise & Plimpton LLP, special counsel for Company
Exhibit C	-	Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and U.S. Bank
Exhibit D	-	Form of Opinion of Special FAA Counsel
Exhibit E-1	-	Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees
Exhibit E-2	-	Form of Opinion of Special Delaware UCC Counsel for Company

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FIRST AMENDMENT TO PARTICIPATION AGREEMENT
(N308DE)

     This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N308DE), dated as of February 14, 2011 (this “Amendment”), is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

WITNESSETH:

     WHEREAS, on the Closing Date, which occurred on December 21, 2010, the parties hereto (other than Class B Trustee) entered into that certain Participation Agreement (N308DE), dated as of December 21, 2010 (the “Original Participation Agreement”) in order to provide for the financing of the Aircraft;

     WHEREAS, in connection with the Original Participation Agreement, Company and Loan Trustee entered into that certain Indenture and Security Agreement (N308DE), dated as of December 21, 2010, as supplemented by Indenture Supplement No. 1 thereto, dated December 21, 2010 (the “Original Indenture”), pursuant to which, among other things, Company issued to Subordination Agent the Series A Equipment Notes in the original principal amount, having the maturity and bearing interest at the Debt Rate, in each case as specified on Schedule I to the Original Indenture (the “Series A Equipment Notes”), which Series A Equipment Notes are secured by a security interest in all right, title and interest of Company in and to the Aircraft and certain other property described in the Original Indenture;

     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class A Trust Supplement, the Class A Pass Through Trust was created on November 22, 2010

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to facilitate the financing of certain aircraft owned by Company, including the Aircraft, and the Class A Certificates were issued and sold on November 22, 2010;

     WHEREAS, Section 2.02 of the Original Participation Agreement provides that, subject to Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing) and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing), Company shall have the option, if no Series B Equipment Notes are issued on the Closing Date, to issue Series B Equipment Notes under the Indenture after the Closing Date;

     WHEREAS, Section 2.02 of the Original Indenture provides that, if no Series B Equipment Notes are issued on the Closing Date, then, subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing), Section 2.02 of the Original Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing), Company shall have the option to issue Series B Equipment Notes after the Closing Date;

     WHEREAS, Company now desires to issue Series B Equipment Notes, which Series B Equipment Notes are to be secured by a security interest in all right, title and interest of Company in and to the Aircraft and certain other property described in the Indenture;

     WHEREAS, concurrently with the execution and delivery of this Amendment, Company and Loan Trustee are entering into the First Indenture Amendment, pursuant to which, among other things, Company will issue Series B Equipment Notes under the Indenture;

     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class B Trust Supplement, the Class B Pass Through Trust has been created to facilitate certain of the transactions contemplated by this Amendment, including, without limitation, the issuance and sale of the Class B Certificates; and

     WHEREAS, pursuant to the Intercreditor Agreement, Subordination Agent holds the Series A Equipment Notes on behalf of the Class A Pass Through Trust and will hold, when issued, the Series B Equipment Notes on behalf of the Class B Pass Through Trust;

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     NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS; AMENDMENTS

     Section 1.01. Definitions. Except as otherwise defined herein, capitalized terms in this Amendment have the meanings assigned to them in the Original Participation Agreement. For the purposes of this Amendment, the following capitalized terms shall have the following meanings:

     “Class A Trust Supplement” means the Trust Supplement No. 2010-2A, dated as of November 22, 2010, between Company and U.S. Bank, as Class A Trustee.

     “Class B Trust Supplement” means the Trust Supplement No. 2010-2B, dated as of the date hereof, between Company and U.S. Bank, as Class B Trustee.

     “First Indenture Amendment” means an amendment to the Original Indenture, substantially in the form attached hereto as Exhibit A.

     “Original Indenture” has the meaning set forth in the second recital hereto.

     “Original Participation Agreement” has the meaning set forth in the first recital hereto.

     “Series B Closing” has the meaning set forth in Section 2.03.

     “Series B Closing Date” means February 14, 2011 or such other time as the parties shall agree.

     Section 1.02. Other Definitional Provisions.

     (a) For purposes of this Amendment, (i) the term “Participation Agreement” means the Original Participation Agreement as amended by this

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Amendment and (ii) the term “Indenture” means the Original Indenture as amended by the First Indenture Amendment.

     (b) All references in this Amendment to designated “Articles”, “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision of this Amendment, unless otherwise specifically stated.

     (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Amendment as a whole and not to any particular Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

     Section 1.03. Amendments to Original Participation Agreement. The Original Participation Agreement is hereby amended as follows:

     (a) Amendment to Schedule I. Schedule I to the Original Participation Agreement is amended by deleting it in its entirety and replacing it with Schedule I hereto (it being agreed and understood that no amendments are being made to the maturity, original principal amount or interest rate of the Series A Equipment Notes).

     (b) Amendment to Schedule II. Schedule II to the Original Participation Agreement is amended by deleting it in its entirety and replacing it with Schedule II hereto.

     (c) Amendment to Annex A. Annex A to the Original Participation Agreement is amended as follows:

     (i) The definition of “Class B Certificates” is amended by deleting the phrase “, if any,”.

     (ii) The definition of “Class B Pass Through Trust” is deleted in its entirety and replaced with the following:

“Class B Pass Through Trust” means (i) initially, the Delta Air Lines Pass Through Trust 2010-2B created pursuant to the Basic

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Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2B, dated as of February 14, 2011, between Company and U.S. Bank, as Class B Trustee, and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes.

     (iii) The definition of “Intercreditor Agreement” is deleted in its entirety and replaced with the following:

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Issuance Date, among Class A Trustee, Class A Liquidity Provider and Subordination Agent, as amended by that certain Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of February 14, 2011, among Company, Liquidity Providers, Pass Through Trustees and Subordination Agent, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligations of Company, no amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by Company.

     (iv) The definition of “Liquidity Facilities” is amended by deleting the phrase “, if provided,”.

     (v) The definition of “Liquidity Providers” is amended by deleting the phrase “, if any Class B Liquidity Facility shall have been provided,”.

     (vi) The definition of “Note Purchase Agreement” is deleted in its entirety and replaced with the following:

“Note Purchase Agreement” means the Amended and Restated Note Purchase Agreement, dated as of February 14, 2011, among Company, Subordination Agent, Escrow Agent, Paying Agent and Pass Through Trustees, providing for, among other things, the issuance and sale of certain equipment notes, as the same may be

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further amended, supplemented or otherwise modified from time to time in accordance with its terms.

     (vii) The definition of “Pass Through Trust” is amended by adding the word “two” after the words “means each of the” and before the words “separate grantor trusts” and by deleting the words “that have been or will be” that appear after the words “grantor trusts” and before the words “created pursuant to”.

     (viii) The definition of “Trust Supplements” is deleted in its entirety and replaced with the following:

     “Trust Supplements” means (i) those agreements supplemental to the Basic Pass Through Trust Agreement referred to in Schedule II to the Participation Agreement and (ii) in the case of any Class B Certificates issued after the Closing Date in connection with any redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes, pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate trust is created for the benefit of the holders of such Class B Certificates, (b) the issuance of such Class B Certificates representing fractional undivided interests in the Class B Pass Through Trust is authorized and (c) the terms of such Class B Certificates are established.

     Section 1.04. Supplemental Provisions. For the avoidance of doubt, Articles 2 through 6 of this Amendment are supplemental to, and not in replacement of, Articles 2 through 6 of the Original Participation Agreement, which shall remain in full force and effect.

ARTICLE 2

THE LOANS

     Section 2.01. The Loans. Subject to the terms and conditions of this Amendment and the Indenture, on the Series B Closing Date, Class B Trustee shall make a loan to Company by paying to Company the aggregate original principal amounts of the Series B Equipment Notes being issued to the Class B Pass Through Trust, as set forth on Schedule I opposite the name of the Class B Pass Through Trust. Class B Trustee, on

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behalf of the Class B Pass Through Trust, shall make such loan to Company no later than 11:00 a.m. (New York City time) on the Series B Closing Date by transferring such amount in immediately available funds to Company at its account at [               ], with the request that the bank advise Company by telephone at (404) 715-2046 upon transfer of the funds.

     Section 2.02. Issuance of Series B Equipment Notes. Upon the occurrence of the above payment by Class B Trustee to Company, Company shall issue, pursuant to and in accordance with Article II of the Indenture, to Subordination Agent as agent and trustee for Class B Trustee, one or more Series B Equipment Notes of the maturity and aggregate principal amount and bearing the interest rate set forth in Schedule I opposite the name of the Class B Pass Through Trust. Each such Series B Equipment Note shall be duly authenticated by Loan Trustee pursuant to the Indenture, registered in the name of Subordination Agent and dated the Series B Closing Date and shall be delivered by Loan Trustee to Subordination Agent. Each of the Pass Through Trustees and Subordination Agent hereby authorizes and directs Loan Trustee to execute and deliver this Amendment and the First Indenture Amendment and, subject to the terms hereof and thereof, to take the actions contemplated herein and therein.

     Section 2.03. The Series B Closing. The closing (the “Series B Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 at 9:30 a.m. (New York City time) on February 14, 2011 or at such other time or place as the parties shall agree.

ARTICLE 3

CONDITIONS PRECEDENT

     Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees. The obligations of Pass Through Trustees hereunder, including the obligation of Class B Trustee to make the loan contemplated by Article II, are subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Series B Closing Date of the following conditions precedent:

     (a) Authentication. Company shall have tendered the Series B Equipment Notes to Loan Trustee for authentication, and Loan Trustee shall have authenticated such Series B Equipment Notes and shall have tendered the Series B Equipment Notes to Subordination Agent on behalf of Class B Trustee, against receipt of the loan proceeds, in accordance with Section 2.02.

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     (b) No Changes in Law. No change shall have occurred after the date of this Amendment in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for Class B Trustee to make the loan contemplated by Section 2.01 or to acquire the Series B Equipment Notes.

     (c) Documentation. This Amendment and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Pass Through Trustees or Loan Trustee), shall be in full force and effect and executed counterparts thereof shall have been delivered to each Pass Through Trustee.

     (i) the Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of the date hereof, among Company, Liquidity Providers, Pass Through Trustees and Subordination Agent;

     (ii) the Class B Liquidity Facility;

     (iii) the Class B Trust Supplement; and

     (iv) the First Indenture Amendment.

     (d) [Reserved.]

     (e) Certain Closing Certificates. Each such Pass Through Trustee shall have received the following:

     (i) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary of Company, certifying as to (A) a copy of the resolutions of the Board of Directors of Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of Company, as in effect on the Series B Closing Date;

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     (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of Company in such state;

     (iii) an incumbency certificate of Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and

     (iv) one or more certificates of Loan Trustee and Subordination Agent certifying to the reasonable satisfaction of such Pass Through Trustee as to the due authorization, execution, delivery and performance by Loan Trustee and Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case to which Loan Trustee or Subordination Agent is or will be a party and any other documents to be executed by or on behalf of Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

     (f) Representations; No Event of Default or Event of Loss. On the Series B Closing Date, the following statements shall be correct: (i) the representations and warranties of Company herein are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice be given or time elapse or both.

     (g) Opinion of Counsel to Company. Each such Pass Through Trustee and Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel, Deputy General Counsel or an Associate General Counsel of Company (or such other internal counsel to Company as shall be reasonably satisfactory to such Pass Through Trustee) substantially in the form set forth in Exhibit B-1 and (ii) an opinion addressed to it from Debevoise & Plimpton LLP substantially in the form set forth in Exhibit B-2.

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     (h) Opinion of Counsel to U.S. Bank, Loan Trustee, Pass Through Trustees and Subordination Agent. Each such Pass Through Trustee and Loan Trustee shall have received an opinion addressed to it from Shipman & Goodwin LLP, special counsel for U.S. Bank, Loan Trustee, Pass Through Trustees and Subordination Agent, substantially in the form set forth in Exhibit C.

     (i) Opinion of FAA Counsel. Each such Pass Through Trustee and Loan Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, substantially in the form set forth in Exhibit D.

     (j) Certification from Company. Each such Pass Through Trustee and Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of Company, dated the Series B Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f) and the satisfaction of the conditions set forth in Section 3.01(p).

     (k) Certification from U.S. Bank, Loan Trustee and Subordination Agent. Each such Pass Through Trustee shall have received a certificate from U.S. Bank in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Series B Closing Date, signed by an authorized officer of U.S. Bank in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.

     (l) Insurance Matters. Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

     (m) No Proceedings. No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the

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Series B Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Amendment or the transactions contemplated hereby.

     (n) Funding of Class B Pass Through Trust. Class B Trustee shall have received in immediately available funds an amount at least equal to the aggregate purchase price of the Series B Equipment Notes to be purchased from Company by Class B Trustee.

     (o) Governmental Approvals. All appropriate action required to have been taken prior to the Series B Closing Date by the FAA or any governmental or political agency, subdivision or instrumentality of the United States, in connection with the transactions contemplated by this Amendment has been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Series B Closing Date in connection with the transactions contemplated by this Amendment have been issued.

     (p) Satisfaction of Conditions under Note Purchase Agreement and Other Agreements. The conditions set forth in Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing), Section 2.02 of the Original Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing) to the issuance of Series B Equipment Notes shall have been complied with.

     (q) Issuance of Related Series B Equipment Notes. Concurrently with the Series B Closing, Company shall have issued “Series B Equipment Notes” under all of the Related Indentures in effect immediately prior to the Series B Closing.

     (r) Ratings Confirmation. Company shall have obtained the Rating Agency Confirmation with respect to the Class A Certificates required by Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing) and the Ratings Confirmation with respect to the Class A Certificates required by Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing).

     Promptly upon the recording of the First Indenture Amendment pursuant to the Transportation Code and the receipt of appropriate and correct recording information from the FAA, Company will cause Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma to deliver

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to Subordination Agent, to Pass Through Trustees, to Loan Trustee and to Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.

     Section 3.02. Conditions Precedent to Obligations of Company. The obligation of Company to issue and sell the Series B Equipment Notes is subject to the fulfillment (or waiver by Company) prior to or on the Series B Closing Date of the following conditions precedent:

     (a) No Changes in Law. No change shall have occurred after the date of this Amendment in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for Company to enter into any transaction contemplated hereby or by the Operative Documents, the Note Purchase Agreement or the other Pass Through Documents.

     (b) Documentation. The documents referred to in Section 3.01(c) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Company), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to Company, and Company shall have received such documents and evidence with respect to U.S. Bank, each Liquidity Provider, Loan Trustee, Subordination Agent and each Pass Through Trustee as Company reasonably requests in order to establish the consummation of the transactions contemplated by this Amendment, the taking of all corporate and other proceedings in connection therewith and compliance with the conditions herein set forth.

     (c) FAA Filing. The First Indenture Amendment shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code.

     (d) Representations and Warranties. On the Series B Closing Date, the representations and warranties herein of U.S. Bank, Loan Trustee, Subordination Agent and Pass Through Trustees shall be correct as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been correct on and as of such earlier date), and, insofar as such representations and warranties concern U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee, such party shall have so certified to Company.

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     (e) Certain Opinions and Certificates. Company shall have received each opinion referred to in Sections 3.01(h) and 3.01(i), each such opinion addressed to Company or accompanied by a letter from the counsel rendering such opinion authorizing Company to rely on such opinion as if it were addressed to Company, and the certificates referred to in Sections 3.01(e)(iv) and 3.01(k).

     (f) Certain Opinions of Special Delaware Counsel. Company shall have received opinions addressed to it from Richards, Layton & Finger P.A., special Delaware counsel for Pass Through Trustees, substantially in the forms set forth in Exhibit E-1, as to tax matters, and Exhibit E-2, as to UCC matters.

     (g) No Proceedings. No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Series B Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Amendment or the transactions contemplated hereby.

     (h) No Other Party Liens, etc. Company shall have received a certificate from U.S. Bank dated the Series B Closing Date, signed by an authorized officer of U.S. Bank, certifying for each Pass Through Trustee that no Other Party Liens attributable to it exist and further certifying as to the correctness of each of the matters stated in Section 5.01.

     (i) Payment for Equipment Notes. Company shall have been paid by Class B Trustee the aggregate original principal amount of the Series B Equipment Notes being issued to Class B Trustee as set forth on Schedule I opposite the name of the Class B Pass Through Trust.

     (j) Satisfaction of Conditions under Note Purchase Agreement and Other Agreements. The conditions set forth in Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing), Section 2.02 of the Original Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing) to the issuance of Series B Equipment Notes shall have been complied with.

     (k) Issuance of Related Series B Equipment Notes. Concurrently with the Series B Closing, Company shall have issued “Series B Equipment Notes”

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under all of the Related Indentures in effect immediately prior to the Series B Closing.

     (l) Ratings Confirmation. Company shall have obtained the Rating Agency Confirmation with respect to the Class A Certificates required by Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing) and the Ratings Confirmation with respect to the Class A Certificates required by Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing).

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF COMPANY

     Section 4.01. Representations and Warranties of Company. Company represents and warrants that:

     (a) Organization; Authority; Qualification. Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under this Amendment, the First Indenture Amendment, the Series B Equipment Notes and the other Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

     (b) Corporate Action and Authorization; No Violations. The execution, delivery and performance by Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and the other Operative Documents to which Company is a party have been duly authorized by all necessary corporate action on the part of Company, do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of Company, except such as have been duly obtained and are in full force and effect, and do not contravene any law, governmental rule, regulation, judgment or order binding on Company or the certificate of incorporation or by-laws of Company or contravene or result in a breach of, or

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constitute a default under, or result in the creation of any Lien (other than as permitted under the Indenture) upon the property of Company under, any material indenture, mortgage, contract or other agreement to which Company is a party or by which it or any of its properties may be bound or affected.

     (c) Governmental Approvals. Neither the execution and delivery by Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and the other Operative Documents to which it is a party, nor the consummation by Company of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, the Department of Transportation, the FAA or any other federal or state governmental authority or agency, or the International Registry, except for (i) the registration of the issuance and sale of the Pass Through Certificates under the Securities Act and under the securities laws of any state or other jurisdiction in which the Pass Through Certificates may be offered for sale if the laws of such state or other jurisdiction require such action, (ii) the qualification of the Pass Through Trust Agreements under the Trust Indenture Act, (iii) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over Company’s ownership or operation of the Aircraft required to be obtained on or prior to the Series B Closing Date, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained and are, or on the Series B Closing Date will be, in full force and effect, (iv) the filings and registrations referred to in Section 4.01(e) of the Original Participation Agreement and Section 4.01(e) hereof, (v) authorizations, consents, approvals, notices and filings required to be obtained, taken, given or made under securities or Blue Sky or similar laws of the various states and foreign jurisdictions and (vi) consents, approvals, notices, registrations and other actions required to be obtained, given, made or taken only after the date hereof.

     (d) Valid and Binding Agreements. This Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other Operative Document to which Company is a party have been duly executed and delivered by Company and constitute the legal, valid and binding obligations of Company enforceable against Company in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except, in the case of the Indenture, as limited by applicable laws that may affect the remedies provided in the Indenture, which laws, however, do not make the remedies provided in the Indenture inadequate for the practical realization of the rights and benefits intended to be provided thereby.

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     (e) Filings and Recordation. Except for the filing for recordation pursuant to the Transportation Code of the First Indenture Amendment, no further filing or recording of any document is necessary under the laws of the United States or any state thereof as of the Series B Closing Date in order to establish and perfect the security interest in the Aircraft created under the Indenture in favor of Loan Trustee as against Company and any third parties in any applicable jurisdiction in the United States.

     (f) Investment Company Act. Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     (g) Title. As of the Series B Closing Date, (i) Company has good title to the Aircraft, free and clear of Liens other than Permitted Liens, (ii) the Aircraft has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of the Indenture, (iii) the Original Indenture has been duly recorded (or filed for recordation) with the FAA pursuant to the Transportation Code, (iv) the First Indenture Amendment has been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code, (v) the Aircraft is duly registered with the FAA in the name of Company, and (vi) the registration of the International Interests created under the Indenture with respect to the Aircraft has been effected on the International Registry in accordance with the Cape Town Treaty.

     (h) Section 1110. Loan Trustee is entitled to the benefits of Section 1110 with respect to the Aircraft subject to the Lien of the Indenture on the Series B Closing Date.

     (i) Security Interest. The Indenture creates in favor of Loan Trustee, for the benefit of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, a valid and perfected Lien on the Aircraft subject to the Lien of the Indenture on the Series B Closing Date, subject to no equal or prior Lien, except Permitted Liens.

     (j) Licenses, Permits and Franchises. Company holds all licenses, permits and franchises from the appropriate government entities necessary to authorize Company lawfully to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to so hold any such license, permit or franchise would not have a material

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adverse effect on the financial condition or operations of Company and its consolidated subsidiaries, taken as a whole.

     (k) No Prior Amendments or Supplements. Except for the documents described in Section 3.01(c) of this Amendment, there have been no amendments or supplements to the documents referred to in Section 3.01(c) of the Original Participation Agreement.

ARTICLE 5

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK

     Section 5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank, generally, and each of Loan Trustee, Subordination Agent and Pass Through Trustees as it relates to it, represents, warrants and covenants that:

     (a) Organization; Authority. U.S. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States, is eligible to be Loan Trustee under Section 8.01(a) of the Indenture, will promptly comply with Section 8.01(a) of the Indenture and has full power, authority and legal right to enter into and perform its obligations under this Amendment, the First Indenture Amendment, the Series B Equipment Notes, each of the other Operative Documents and the Pass Through Documents to which U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee is a party and, in its capacity as Loan Trustee and Class B Trustee, respectively, to authenticate the Series B Equipment Notes and the Class B Certificates, respectively. U.S. Bank is qualified to act as Loan Trustee under Section 8.01(c) of the Indenture. U.S. Bank is a Citizen of the United States (without the use of a voting trust agreement), and will resign as Loan Trustee under the Indenture promptly after it obtains actual knowledge that it has ceased to be such a Citizen of the United States.

     (b) Due Authorization; No Violations. The execution, delivery and performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Amendment, the First Indenture Amendment, the Series B Equipment Notes, each of the other Operative Documents and each of the Pass Through Documents to which U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee is a party, the performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case

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may be, of its obligations hereunder or thereunder and the consummation on the Series B Closing Date of the transactions contemplated hereby or thereby, and the authentication of the Series B Equipment Notes and Class B Certificates to be delivered on the Series B Closing Date: (i) have been duly authorized by all necessary action on the part of U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank is located and which governs the banking and trust powers of U.S. Bank or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association or by-laws of U.S. Bank and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

     (c) Approvals. Neither the execution and delivery by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Amendment, the First Indenture Amendment, the Series B Equipment Notes, any other Operative Document or any Pass Through Document to which U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee is a party, nor the consummation by U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, (i) any governmental authority or agency of the United States or the state of the United States where U.S. Bank is located and regulating the banking and trust powers of U.S. Bank or (ii) any trustee or other holder of any debt of U.S. Bank.

     (d) Valid and Binding Agreements. This Amendment, the First Indenture Amendment, the Series B Equipment Notes, each other Operative Document and each Pass Through Document to which U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee is a party have been duly executed and delivered by U.S. Bank, individually and in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, and constitute the legal, valid and binding obligations of U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

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     (e) No Loan Trustee Liens or Other Party Liens. It unconditionally agrees with and for the benefit of the parties to this Amendment that it will not directly or indirectly create, incur, assume or suffer to exist any Loan Trustee Lien or Other Party Lien attributable to it, and it agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy in full any such Lien.

     (f) Intercreditor Agreement. The Series B Equipment Notes to be issued to Subordination Agent pursuant hereto are being acquired by it to be held under the Intercreditor Agreement.

     (g) Funds Transfer Fees. Each of U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee agrees that it will not impose any lifting charge, cable charge, remittance charge or any other charge or fee on any transfer by Company of funds to, through or by U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee pursuant to this Amendment, the First Indenture Amendment, the Series B Equipment Notes, any other Operative Document or any Pass Through Document, except as may be otherwise agreed to in writing by Company.

     (h) Confidentiality. Each of U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee agrees to be bound by the terms of Section 10.16 of the Indenture.

     (i) Certain Tax Matters. There are no Taxes payable by (i) U.S. Bank, Loan Trustee or Subordination Agent imposed by the Commonwealth of Massachusetts or any political subdivision or taxing authority thereof, or (ii) U.S. Bank or such Pass Through Trustee imposed by the State of Delaware or any political subdivision or taxing authority thereof, in connection with the execution, delivery or performance by U.S. Bank, Loan Trustee or Subordination Agent on the one hand, or U.S. Bank or such Pass Through Trustee, on the other, of this Amendment, the First Indenture Amendment, the Series B Equipment Notes, any other Operative Document or any Pass Through Document (other than franchise or other taxes based on or measured by any fees or compensation received by any such Person for services rendered in connection with the transactions contemplated by this Amendment, the First Indenture Amendment, the Series B Equipment Notes, the other Operative Documents or the Pass Through Documents), and there are no Taxes payable by such Pass Through Trustee imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by such Pass Through

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Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by such Pass Through Trustee for services rendered in connection with the transactions contemplated by this Amendment, the First Indenture Amendment, the Series B Equipment Notes, the other Operative Documents or the Pass Through Documents) and, assuming that the Pass Through Trusts will not be taxable for Federal income tax purposes as corporations, but, rather, will be characterized for such purposes as grantor trusts or partnerships, such Pass Through Trusts will not be subject to any Taxes imposed by the State of Delaware or any political subdivision thereof.

     (j) Limitation on Situs of Activities. Except with the consent of Company, which shall not be unreasonably withheld: (i) U.S. Bank will act as Pass Through Trustee solely through its offices within the State of Delaware, except for such services as may be performed for it by independent agents in the ordinary course of business, but not directly by it, in other states; and (ii) U.S. Bank will act as Subordination Agent and Loan Trustee solely through its offices within the Commonwealth of Massachusetts, except for such services as may be performed for it by independent agents in the ordinary course of business, but not directly by it, in other states.

     (k) No Proceedings. There are no pending or, to its knowledge, threatened actions or proceedings against U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee to perform its obligations under this Amendment, the First Indenture Amendment, the Series B Equipment Notes, any other Operative Document or any Pass Through Document.

     (l) Other Representations. The representations and warranties contained in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust Supplement are true, complete and correct as of the Series B Closing Date.

ARTICLE 6

FEES AND EXPENSES

     Section 6.01. Fees and Expenses. Company agrees promptly to pay (without duplication of any other obligation Company may have to pay such amounts) (1) the

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initial and annual fees and (to the extent Loan Trustee is entitled to be reimbursed for its reasonable expenses) the reasonable expenses of Loan Trustee in connection with the transactions contemplated hereby and (2) the following expenses incurred by Loan Trustee, Subordination Agent and Pass Through Trustees in connection with the negotiation, preparation, execution and delivery of this Amendment, the First Indenture Amendment and the other documents or instruments referred to herein or therein:

     (i) the reasonable fees, expenses and disbursements of (A) Shipman & Goodwin LLP, special counsel for Loan Trustee, Subordination Agent and Pass Through Trustees, (B) Richards, Layton & Finger, P.A., special Delaware counsel for Pass Through Trustees and Company, and (C) Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, in each case to the extent actually incurred; and

     (ii) all reasonable expenses actually incurred in connection with printing and document production or reproduction expenses.

ARTICLE 7

MISCELLANEOUS

     Section 7.01. Effective Time. The amendments to the Original Participation Agreement contemplated hereby and the agreements set forth herein shall be effective as of the time of the Series B Closing. Effective as of the time of the Series B Closing, U.S. Bank Trust National Association, as Class B Trustee, and U.S. Bank Trust National Association, as Subordination Agent and Noteholder of the Series B Equipment Notes, each shall be deemed to be a party to the Participation Agreement and shall have all of the rights and obligations of a “Pass Through Trustee”, a “Noteholder”, an “Indemnitee” and “Indenture Indemnitee”, respectively, under the Participation Agreement and the other Operative Documents.

     Section 7.02. Ratification and Agreements. Except as expressly amended hereby, the Original Participation Agreement shall remain in full force and effect, and this Amendment shall be construed as supplemental to the Participation Agreement and shall form a part thereof. For the avoidance of doubt, the parties hereto agree that the Series B Equipment Notes referred to herein shall constitute “Series B Equipment Notes” and “Equipment Notes”, the Class B Certificates referred to herein shall constitute “Class B Certificates” and “Pass Through Certificates”, the Class B Liquidity Facility referred to herein shall constitute the “Class B Liquidity Facility” and a “Liquidity

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Facility”, the Class B Pass Through Trust referred to herein shall constitute the “Class B Pass Through Trust” and a “Pass Through Trust” and the Class B Trustee referred to herein shall constitute the “Class B Trustee” and a “Pass Through Trustee”, in each case for all purposes of the Participation Agreement, the Indenture and the other Operative Documents.

     Section 7.03. Survival of Representations, Warranties, Covenants and Agreements. Except as otherwise provided herein, the representations, warranties, covenants and agreements of Company, U.S. Bank, Loan Trustee, Subordination Agent, each Pass Through Trustee and Noteholders herein, and each of their obligations hereunder, shall survive the making of the loans, the transfer of any interest by any Noteholder of its Equipment Note and the expiration or termination (to the extent arising out of acts or events occurring prior to such expiration) of this Amendment, the First Indenture Amendment or any other Operative Document.

     Section 7.04. Governing Law. THIS AMENDMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

     Section 7.05. Severability. To the extent permitted by applicable law, any provision of this Amendment 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 7.06. No Oral Modifications or Continuing Waivers; Consents. Subject to Section 9.03 of the Indenture, no terms or provisions of this Amendment may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. No such change, waiver, discharge or termination shall be effective unless a signed copy thereof is delivered to Loan Trustee.

     Section 7.07. Effect of Headings and Table of Contents. The headings of the various Articles and Sections herein and in the Table of Contents are for convenience of reference only and do not define or limit any of the terms or provisions hereof.

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     Section 7.08. Successors and Assigns. All covenants, agreements, representations and warranties in this Amendment by Company, by U.S. Bank, individually or as Loan Trustee, Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind and inure to the benefit of and be enforceable by Company, and subject to the terms of Section 6.02(e) of the Participation Agreement, its successors and permitted assigns, each Pass Through Trustee and any successor or other trustee under the Pass Through Trust Agreement to which it is a party, Subordination Agent and its successor under the Intercreditor Agreement and Loan Trustee and its successor under the Indenture, whether so expressed or not.

     Section 7.09. Benefits of Agreement. Nothing in this Amendment, express or implied, gives to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Amendment, except as expressly provided herein.

     Section 7.10. Counterparts. This Amendment may be executed in any number of counterparts. Each of the parties hereto shall not be required to execute the same counterpart. Each counterpart of this Amendment including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Amendment, but all of such counterparts shall together constitute one instrument.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Signature Page

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U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION, in its individual capacity as set forth herein
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Signature Page

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SCHEDULE I

SCHEDULE I to
PARTICIPATION AGREEMENT

EQUIPMENT NOTES,
PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS

	Description of		Interest	Original Principal
Purchaser	Equipment Notes	Maturity	Rate	Amount
Delta Air Lines Pass Through Trust 2010-2A	Series 2010-2A-01 N308DE Equipment Note	November 23, 2018	4.95%	$20,563,000
Delta Air Lines Pass Through Trust 2010-2B	Series 2010-2B-01 N380DE Equipment Note	November 23, 2015	6.75%	$5,686,000

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SCHEDULE II to
PARTICIPATION AGREEMENT

TRUST SUPPLEMENTS

     Class A Pass Through Trust: Trust Supplement No. 2010-2A, dated as of November 22, 2010, between Company and Pass Through Trustee in respect of Delta Air Lines Pass Through Trust 2010-2A.

     Class B Pass Through Trust: Trust Supplement No. 2010-2B, dated as of February 14, 2011, between Company and Pass Through Trustee in respect of Delta Air Lines Pass Through Trust 2010-2B.

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EX-4.13

Exhibit 4.13

EXECUTION COPY

FIRST AMENDMENT TO
INDENTURE AND SECURITY AGREEMENT
(N308DE)

Dated as of February 14, 2011

between

DELTA AIR LINES, INC.

and

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee

First Amendment to
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N308DE

Exhibit 4.13

EXECUTION COPY

FIRST AMENDMENT TO
INDENTURE AND SECURITY AGREEMENT
(N308DE)

     This FIRST AMENDMENT TO INDENTURE AND SECURITY AGREEMENT (N308DE) (the “First Indenture Amendment”), dated as of February 14, 2011, is made by and between DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, “Loan Trustee”).

W I T N E S S E T H:

     WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture referred to below;

     WHEREAS, on the Closing Date, which occurred on December 21, 2010, Company and Loan Trustee entered into that certain Indenture and Security Agreement (N308DE), dated as of December 21, 2010, as supplemented by Indenture Supplement No. 1 thereto, dated December 21, 2010, recorded by the FAA on January 18, 2011, and assigned Conveyance No. KT005055 (the “Original Indenture”), pursuant to which, among other things, Company issued to Subordination Agent the Series A Equipment Notes in the original principal amount, having the maturity and bearing interest at the Debt Rate, in each case as specified on Schedule I to the Original Indenture (the “Series A Equipment Notes”);

     WHEREAS, in connection with the Original Indenture, Company, Class A Trustee, Subordination Agent, Loan Trustee and U.S. Bank Trust National Association in its individual capacity, entered into that certain Participation Agreement (N308DE), dated as of December 21, 2010 (the “Original Participation Agreement”), providing for the issuance by Company of the Series A Equipment Notes secured by a security interest in Company’s right, title and interest in and to the Aircraft and certain other property described in the Original Indenture;

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     WHEREAS, Section 2.02 of the Original Indenture provides that, if no Series B Equipment Notes are issued on the Closing Date, then, subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing (as defined in the First PA Amendment referred to below)), Section 2.02 of the Original Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing), Company shall have the option to issue Series B Equipment Notes after the Closing Date;

     WHEREAS, concurrently with the execution and delivery of this First Indenture Amendment, Company, U.S. Bank Trust National Association, as Pass Through Trustee for each of the Pass Through Trusts, Subordination Agent and Loan Trustee, and U.S. Bank Trust National Association in its individual capacity entered into that certain First Amendment to Participation Agreement (N308DE), dated as of the date hereof (the “First PA Amendment”), pursuant to which, among other things, Series B Equipment Notes specified in Schedule I to the Original Indenture, as such Schedule I is amended by this First Indenture Amendment, and substantially in the form set forth in Section 2.01 of the Original Indenture, will be issued to Subordination Agent;

     WHEREAS, in connection with such issuance of Series B Equipment Notes and other transactions contemplated by the First PA Amendment, Company and Loan Trustee desire to amend the Original Indenture to provide for the Company’s issuance of Series B Equipment Notes on the terms provided herein and therein;

     WHEREAS, all things have been done to make the Series B Equipment Notes, when executed by Company and authenticated and delivered by Loan Trustee, the valid, binding and enforceable obligations of Company; and

     WHEREAS, all things necessary to make this First Indenture Amendment a legal, valid and binding obligation of Company have been done and performed and have occurred;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows:

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ARTICLE I

     Section 1.01 Issuance of Series B Equipment Notes. The Series B Equipment Notes being issued pursuant to the Original Indenture, as amended by this First Indenture Amendment, shall be dated the date of issuance thereof, and shall be issued with the maturity date and in the original principal amount, and shall bear interest at the applicable Debt Rate, in each case as specified in Schedule I to the Original Indenture, as such Schedule I is amended by this First Indenture Amendment. On the date hereof, each Series B Equipment Note shall be issued to Subordination Agent on behalf of the Class B Pass Through Trust created under the applicable Pass Through Trust Agreement referred to in Schedule II to the Original Indenture, as such Schedule II is amended by this First Indenture Amendment.

     Section 1.02 Series B Equipment Notes Related Provisions. For the avoidance of doubt, the parties hereto agree that the Series B Equipment Notes being issued as provided herein shall constitute “Series B Equipment Notes” and “Equipment Notes” for all purposes of the Indenture and the other Operative Documents.

     Section 1.03 Definitional Provisions.

     (a) For purposes of this First Indenture Amendment, the term “Indenture” means the Original Indenture as amended by this First Indenture Amendment.

     (b) All references in this First Indenture Amendment to designated “Articles”, “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision of this First Indenture Amendment, unless otherwise specifically stated.

     (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this First Indenture Amendment as a whole and not to any particular Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

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ARTICLE II

     Section 2.01 Amendment to Section 2.02. Section 2.02 of the Original Indenture is hereby amended by deleting the words “Schedule I to” appearing immediately after the words “in a single payment on the Payment Dates set forth in” in the second sentence of the second paragraph thereof.

     Section 2.02 Amendment to Section 2.14. Section 2.14 of the Original Indenture is hereby amended by deleting it in its entirety and replacing it with the following:

     Section 2.14 Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04:

     (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series A Equipment Notes and the Series B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Note Purchase Agreement);

     (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a);

     (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such

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Downgrade Advance multiplied by the fraction specified in the foregoing clause (a);

     (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a);

     (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined in the Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”);

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     (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and

     (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

     For purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied Non-Extension Advance”, “Applied Provider Advance”, “Applied Special Termination Advance”, “Downgrade Advance”, “Final Advance”, “Investment Earnings”, “Non-Extension Advance”, “Special Termination Advance” and “Unpaid Advance” have the meanings specified in each Liquidity Facility or the Intercreditor Agreement, as applicable.

ARTICLE III

     Section 3.01 Amendment to Schedule I. Schedule I to the Original Indenture is hereby amended by deleting it in its entirety and replacing it with Schedule I to this First Indenture Amendment (it being agreed and understood that no amendments are being made to the maturity date, original principal amount, Debt Rate, Make-Whole Spread or amortization schedule of the Series A Equipment Notes).

     Section 3.02 Amendment to Schedule II. Schedule II to the Original Indenture is hereby amended by deleting it in its entirety and replacing it with Schedule II to this First Indenture Amendment.

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ARTICLE IV

     Section 4.01 Amendment to Annex A. Annex A to the Original Indenture is amended as follows:

     (a) The definition of “Class B Certificates” is amended by deleting the phrase “, if any,”.

     (b) The definition of “Class B Pass Through Trust” is deleted in its entirety and replaced with the following:

     “Class B Pass Through Trust” means (i) initially, the Delta Air Lines Pass Through Trust 2010-2B created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2B, dated as of February 14, 2011, between Company and U.S. Bank, as Class B Trustee, and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes.

     (c) The definition of “Intercreditor Agreement” is deleted in its entirety and replaced with the following:

     “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Issuance Date, among Class A Trustee, Class A Liquidity Provider and Subordination Agent, as amended by that certain Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of February 14, 2011, among Company, Liquidity Providers, Pass Through Trustees and Subordination Agent, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligations of Company, no amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by Company.

     (d) The definition of “Liquidity Facilities” is amended by deleting the phrase “, if provided,”.

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     (e) The definition of “Liquidity Providers” is amended by deleting the phrase “, if any Class B Liquidity Facility shall have been provided,”.

     (f) The definition of “Note Purchase Agreement” is deleted in its entirety and replaced with the following:

     “Note Purchase Agreement” means the Amended and Restated Note Purchase Agreement, dated as of February 14, 2011, among Company, Subordination Agent, Escrow Agent, Paying Agent and Pass Through Trustees, providing for, among other things, the issuance and sale of certain equipment notes, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

     (g) The definition of “Pass Through Trust” is amended by adding the word “two” after the words “means each of the” and before the words “separate grantor trusts” and by deleting the words “that have been or will be” that appear after the words “grantor trusts” and before the words “created pursuant to”.

     (h) The definition of “Trust Supplements” is deleted in its entirety and replaced with the following:

     “Trust Supplements” means (i) those agreements supplemental to the Basic Pass Through Trust Agreement referred to in Schedule II to the Participation Agreement and (ii) in the case of any Class B Certificates issued after the Closing Date in connection with any redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes, pursuant to the provisions of Sections 2.02 and 2.11(b) of the Indenture, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate trust is created for the benefit of the holders of such Class B Certificates, (b) the issuance of such Class B Certificates representing fractional undivided interests in the Class B Pass Through Trust is authorized and (c) the terms of such Class B Certificates are established.

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ARTICLE V

     Section 5.01 Effective Time of Amendments. The amendments to the Original Indenture contemplated hereby and the agreements set forth herein shall be effective as of the time of the Series B Closing.

     Section 5.02 Ratification. Except as expressly amended hereby, the Original Indenture shall remain in full force and effect in all respects, and this First Indenture Amendment shall be construed as supplemental to the Indenture and shall form a part thereof.

     Section 5.03 Severability. To the extent permitted by applicable law, any provision of this First Indenture Amendment that 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 5.04 No Oral Modification or Continuing Waivers. No terms or provisions of this First Indenture Amendment may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by Company and Loan Trustee in compliance with Article IX of the Indenture.

     Section 5.05 Successors and Assigns. The terms and provisions contained herein shall bind and inure to the benefit of, and be enforceable by, each of the parties hereto and the successors and permitted assigns of each, all as provided herein and in the Indenture.

     Section 5.06 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     Section 5.07 Counterparts. This First Indenture Amendment may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this First Indenture Amendment including a signature page or pages executed by each of the parties hereto shall be an

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original counterpart of this First Indenture Amendment, but all of such counterparts together shall constitute one instrument.

     Section 5.08 Governing Law. THIS FIRST INDENTURE AMENDMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

[Signature Pages Follow.]

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     IN WITNESS WHEREOF, the parties hereto have caused this First Indenture Amendment to be duly executed by their respective officers thereof duly authorized, as of the date first above written.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Loan Trustee
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

Signature Page

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SCHEDULE I

Schedule I
to Indenture and
Security Agreement

DESCRIPTION OF EQUIPMENT NOTES¹

     The information set forth below this text in this Schedule has been intentionally omitted from the FAA filing copy as the parties hereto deem it to contain confidential information.

¹ This page to be included only in the FAA filing package in the place of the completed amortization schedule.

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SCHEDULE I (Cont’d)

Schedule I
to Indenture and
Security Agreement
(Cont’d)

DESCRIPTION OF EQUIPMENT NOTES

	Original Principal
	Amount		Maturity Date
Series A
Equipment Notes:	$	20,563,000	November 23, 2018
Series B
Equipment Notes:	$	5,686,000	November 23, 2015

CERTAIN DEFINED TERMS

Defined Term	Definition
Debt Rate for Series A Equipment Notes	4.95% per annum
Make-Whole Spread for Series A Equipment Notes	0.50%
Debt Rate for Series B Equipment Notes	6.75% per annum
Make-Whole Spread for Series B Equipment Notes	0.50%

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SCHEDULE I (Cont’d)

Schedule I
to Indenture and
Security Agreement
(Cont’d)

EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES
Boeing 737-732

N308DE

	Percentage of
	Original Principal Amount
Payment Date	to be Paid
May 23, 2011	1.17078734%
November 23, 2011	4.50264553%
May 23, 2012	4.39814716%
November 23, 2012	4.72327481%
May 23, 2013	4.74946263%
November 23, 2013	4.62184020%
May 23, 2014	4.75246803%
November 23, 2014	4.64227496%
May 23, 2015	4.58939843%
November 23, 2015	4.53558333%
May 23, 2016	4.60572874%
November 23, 2016	4.66100277%
May 23, 2017	4.46172251%
November 23, 2017	4.38943734%
May 23, 2018	4.18528425%
November 23, 2018	35.01094198%

SERIES B EQUIPMENT NOTES

     The principal amount of each Series B Equipment Note will be payable in a single payment on the Maturity Date for the Series B Equipment Notes set forth on the first page of this Schedule I.

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SCHEDULE I (Cont’d)

Schedule I
to Indenture and
Security Agreement
(Cont’d)

EQUIPMENT NOTES AMORTIZATION²

The portion of this Schedule appearing below this text is intentionally deleted from the FAA filing counterpart because the parties hereto deem it to contain confidential information.

² This page to be included only in the FAA filing package in the place of the completed amortization schedule.

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SCHEDULE II

Schedule II
to Indenture and
Security Agreement

PASS THROUGH TRUST AGREEMENT AND

PASS THROUGH TRUST SUPPLEMENTS

     Class A Pass Through Trust: Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as trustee, as supplemented by Trust Supplement No. 2010-2A, dated as of November 22, 2010.

     Class B Pass Through Trust: Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as trustee, as supplemented by Trust Supplement No. 2010-2B, dated as of February 14, 2011.

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EX-4.14

Exhibit 4.14

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.

DELTA AIR LINES, INC.

SERIES 2010-2B-01

EQUIPMENT NOTE DUE NOVEMBER 23, 2015

ISSUED IN CONNECTION WITH THE BOEING MODEL 737-732 (GENERIC
MODEL BOEING 737-700) AIRCRAFT BEARING UNITED STATES
REGISTRATION NUMBER N308DE

No. 1	Date: February 14, 2011
INTEREST RATE	MATURITY DATE
6.75%	November 23, 2015

     DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent under the Intercreditor Agreement, or the registered assignee thereof, the principal amount of FIVE MILLION SIX HUNDRED AND EIGHTY-SIX THOUSAND Dollars ($5,686,000) on November 23, 2015 and to pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the

next succeeding Business Day with the same force and effect as if made on such scheduled date, and if payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date.

     For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N308DE), dated as of December 21, 2010, between Company and U.S. Bank Trust National Association, as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. All capitalized terms used in this Equipment Note and not defined herein, unless the context otherwise requires, shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in the Indenture.

     This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest, and any other amounts payable hereunder not paid when due for any period during which the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise).

     There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the Indenture.

     The principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise provided in the Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered to Loan Trustee for cancellation.

     The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Indenture, including the subordination provisions referred to below, each payment of an installment of principal amount, Make-Whole Amount, if any, and

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interest received by it hereunder shall be applied: first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue principal amount, and (ii) to the extent permitted by law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue amounts hereunder) to the date of such payment; second, to the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth, the balance, if any, remaining thereafter to the payment of installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity.

     This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Indenture, to all of which terms and conditions in the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note.

     As provided in the Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, Company and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, and neither Company nor Loan Trustee shall be affected by notice to the contrary.

     This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.02 of the Indenture.

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     This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note.

     The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate.

     The indebtedness evidenced by this Equipment Note is (i) to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of Series A Equipment Notes, and certain other Secured Obligations, and (ii) to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in the Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose.

     Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture.

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     Unless the certificate of authentication hereon has been executed by or on behalf of Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

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     IN WITNESS WHEREOF, Company has caused this Equipment Note to be executed in its corporate name by its officer thereunto duly authorized on the date hereof.

DELTA AIR LINES, INC.
By:	/s/ Paul A. Jacobson
	Name:	Paul A. Jacobson
	Title:	Senior Vice President and Treasurer

LOAN TRUSTEE’S CERTIFICATE OF AUTHENTICATION

          This is one of the Equipment Notes referred to in the within-mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Loan Trustee
By:	/s/ John G. Correia
	Name:	John G. Correia
	Title:	Vice President

EX-5.1

Exhibit 5.1

[Letterhead of Debevoise & Plimpton LLP]

February 14, 2011

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354

Delta Air Lines, Inc.
Pass Through Certificates, Series 2010-2B

Ladies and Gentlemen:

     We have acted as special counsel to Delta Air Lines, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-3 (Registration No. 333-167811) (the “Registration Statement”) and in connection with the issuance and sale by the Company today of $134,646,000 face amount of Pass Through Certificates, Series 2010-2B (the “Pass Through Certificates”) pursuant to the Underwriting Agreement, dated February 7, 2011 (the “Underwriting Agreement”), among the Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”). The Pass Through Certificates have been issued under the Pass Through Trust Agreement, dated as of November 16, 2000 (the “Pass Through Trust Agreement”), between the Company and U.S. Bank Trust National Association (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association) (“U.S. Bank Trust”), as pass through trustee for the trust relating to the Pass Through Certificates (the “Trustee”), as supplemented by the Trust Supplement 2010-2B, dated as of February 14, 2011 (the “Trust Supplement”). As used herein, the term “Prospectus” means the final prospectus supplement relating to the Pass Through Certificates in the form filed with the Commission pursuant to Rule 424(b) under the Act on February 9, 2011.

     In rendering the opinions expressed below, (a) we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Pass Through Trust Agreement, the Trust Supplement and the Pass Through Certificates and such other instruments and certificates

Delta Air Lines, Inc. 2 February 14, 2011

of public officials, officers and representatives of the Company and others as we have deemed necessary or appropriate for purposes of such opinions, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and others delivered to us and the representations and warranties contained in or made pursuant to the Underwriting Agreement and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies and (iv) the legal capacity of all natural persons executing documents. We also have relied upon, and have assumed the accuracy of, the representations and warranties as to factual matters contained in the Pass Through Trust Agreement and Trust Supplement that we have examined. We have further assumed that the Pass Through Certificates have been issued, delivered and paid for in accordance with the terms of the Underwriting Agreement.

     Based on and subject to the foregoing and subject to the further qualifications and assumptions set forth below, we are of the opinion that the Pass Through Certificates constitute the valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with their terms, and the holders of such Pass Through Certificates are entitled to the benefits of the Pass Through Trust Agreement and the Trust Supplement.

     Our opinions set forth above are subject to the effects of: (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws and other similar laws relating to or affecting lessors’, creditors’ or secured parties’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding at law or in equity), (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality and (iv) limitations on the validity or enforceability of indemnification, contribution or exculpation under applicable law (including court decisions) or public policy. Without limiting the foregoing, we express no opinion as to the validity, binding effect or enforceability of any provision of the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplement, that purports to (a) waive, release or vary any defense, right or privilege of, or any duties owing to, any party to the extent that such waiver, release or variation may be limited by Section 1-102(3) of the Uniform Commercial Code (as in effect in any applicable jurisdiction) or other provisions of applicable law, (b) constitute a waiver of inconvenient forum or improper venue, (c) relate to the subject matter jurisdiction of a court to adjudicate any controversy or (d) provide that any prohibited or unenforceable provision thereof may be severed without invalidating the remaining provisions thereof. In addition, the enforceability of any provision in the Pass Through Certificates or the Pass

Delta Air Lines, Inc. 3 February 14, 2011

Through Trust Agreement, as amended by the Trust Supplement, to the effect that (x) the terms thereof may not be waived or modified except in writing or (y) certain determinations made by one party shall have conclusive effect, may be limited under certain circumstances. We express no opinion as to any provisions of the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplement, relating to the submission to the jurisdiction of any court other than the courts of the State of New York sitting in the County of New York and the United States District Court for the Southern District of New York, and we express no opinion as to whether a United States Federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Pass Through Certificates or the Pass Through Trust Agreement, as amended by the Trust Supplement, or any of the transactions contemplated thereby.

     We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the Federal laws of the United States of America, as currently in effect, in each case that in our experience are normally applicable to transactions of this type, except that we do not express any opinion concerning aviation laws (including without limitation Title 49 of the U.S. Code, the Cape Town Treaty or any other laws, rules, or regulations of the United States of America or promulgated under the Cape Town Treaty relating to the acquisition, ownership, registration, leasing, financing, mortgaging, use or operation of any aircraft, aircraft engines or any part thereof) or other laws, rules or regulations applicable to the particular nature of the equipment subject to the Pass Through Trust Agreement, as amended by the Trust Supplement, or the business conducted by the Company or the Trustee. In addition, we express no opinion with respect to the antitrust, bankruptcy, environmental, securities or tax laws of any jurisdiction. Our opinions expressed above are limited to the laws of the State of New York governing the enforceability of contracts as such.

     In rendering the opinions set forth above, we have assumed that each of the Company and the Trustee is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation and has the full power and authority to carry on its business and to execute and deliver and, as applicable, issue and authenticate the Pass Through Trust Agreement, the Trust Supplement and the Pass Through Certificates, and to perform its obligations thereunder. We have further assumed that the execution and delivery by each of the Company and the Trustee of the Pass Through Trust Agreement, the Trust Supplement and the Pass Through Certificates and the performance of their respective obligations thereunder (i) do not and will not contravene, violate, conflict with, breach, or constitute (with or without notice or lapse of time) a default under, or result in the creation of a lien upon any of its properties under, the terms of (x) its charter or by-laws or other constituent documents, (y) any agreement, instrument, obligation, or contract to which it is a party or by which it or its properties may be bound or (z) any applicable law, rule, or regulation or any applicable requirement or restriction imposed by

Delta Air Lines, Inc. 4 February 14, 2011

any court, tribunal, or governmental body and (ii) do not and will not require any consent, approval, authorization, registration, or filing under any applicable law, rule, or regulation (other than those that have been obtained). We have exclusively relied, with your permission, on certain matters set forth in the opinion of Shipman & Goodwin LLP, counsel to U.S. Bank Trust, dated today and delivered to you.

     We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated by reference in the Registration Statement and to the use of our name under the caption “Validity of the Class B Certificates” in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
 

/s/ Debevoise & Plimpton LLP  

EX-5.2

Exhibit 5.2

[Letterhead of Shipman & Goodwin LLP]

February 14, 2011

TO THE PARTIES SET FORTH
IN SCHEDULE A HERETO

     RE:    Delta Air Lines 2010-2B Pass Through Certificates Form S-3 Registration Opinion

Ladies and Gentlemen:

     We have acted as counsel to U.S. Bank Trust National Association (i) in its individual capacity (“U.S. Bank Trust”), (ii) as Pass Through Trustee (the “Basic Agreement Pass Through Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. (the “Company”) and U.S. Bank Trust (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association) (the “Basic Agreement”), and (iii) in its capacity as Pass Through Trustee (together with the Basic Agreement Pass Through Trustee, the “Pass Through Trustee”) under that certain Trust Supplement No. 2010-2B to the Basic Agreement dated as of the date hereof between the Company and U.S. Bank Trust (the “Trust Supplement”), pursuant to which the Delta Air Lines Pass Through Certificates, Series 2010-2B (the “Pass Through Certificates”) have been issued, pursuant to the Registration Statement on Form S-3 (Registration No. 333-167811) of the Company filed on June 28, 2010 with the Securities and Exchange Commission (the “Registration Statement”). This opinion is delivered to you at the request of U.S. Bank Trust. Except as otherwise defined herein, terms used herein shall have the meanings set forth in, or by reference to, the Basic Agreement and the Trust Supplement. As used herein, the term “Prospectus” means the base prospectus relating to the Pass Through Certificates filed as part of the Registration Statement, as supplemented by the prospectus supplement filed with the Securities and Exchange Commission on February 9, 2011.

     Our representation of U.S. Bank Trust and the Pass Through Trustee has been as special counsel for the limited purposes stated above. As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon (i) the representations and warranties of the parties set forth in the Operative Documents (as defined below) and (ii) certificates delivered to us by the management of U.S. Bank Trust and have assumed, without independent inquiry, the accuracy of those representations, warranties and certificates.

Page 2

     We have examined the Basic Agreement, the Trust Supplement (collectively, the “Operative Documents”), the Pass Through Certificates, and originals, or copies certified or otherwise identified to our satisfaction, of such other records, documents, certificates, or other instruments as we have deemed necessary or advisable for the purposes of this opinion.

     When an opinion set forth below is given to the best of our knowledge, or to our knowledge, or with reference to matters of which we are aware or which are known to us, or with another similar qualification, the relevant knowledge or awareness is limited to the individual lawyers in the firm who have participated directly and substantively in the specific transactions to which this opinion relates, and without any special or additional investigation undertaken for the purposes of this opinion.

     Subject to the limitation set forth below, we have made such examination of law as we have deemed necessary for the purposes of this opinion. The following opinions on behalf of U.S. Bank Trust, in its individual capacity and as Pass Through Trustee are limited to the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America governing the banking and trust powers of U.S. Bank Trust. We express no opinion with respect to federal securities laws, including the Securities Act of 1933, as amended (the “Act”), the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended or state securities or blue sky laws. In addition, other than our opinion expressed in paragraph 1 below with respect to the citizenship of U.S. Bank Trust, no opinion is expressed as to matters governed by any law, statute, rule or regulation of the United States relating to the acquisition, ownership, registration, re-registration, use, operation, maintenance, repair, replacement or sale of or the nature of the Aircraft.

     To the extent to which this opinion deals with matters governed by or relating to the laws of the State of New York or other jurisdiction other than the Commonwealth of Massachusetts, we have assumed with your permission that the Operative Documents are governed by the internal substantive laws of the Commonwealth of Massachusetts.

     Our opinion is further subject to the following exceptions, qualifications and assumptions:

(a) We have assumed without any independent investigation that (i) each party to the Operative Documents, other than U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as applicable, at all times relevant thereto, is validly existing and in good standing under the laws of the jurisdiction in which it is organized, and is qualified to do business and in good standing under the laws of each jurisdiction where such qualification is required generally or necessary in order for such party to enforce its rights under the Operative Documents, and (ii) each party to the Operative Documents (other than U.S. Bank Trust and the Pass Through Trustee), at all times relevant thereto, had and has the full power, authority and legal right under its certificate of incorporation, partnership agreement, by-laws, and other governing organizational documents, and the applicable corporate, partnership, or other enterprise legislation and other applicable

Page 3

laws, as the case may be, to execute, deliver and to perform its obligations under the Operative Documents.

(b) We have assumed without any independent investigation that each of the Operative Documents is a valid, binding and enforceable obligation of each party thereto other than U.S. Bank Trust and the Pass Through Trustee, as applicable.

(c) We express no opinion as to the availability of any specific or equitable relief of any kind.

(d) The enforcement of any of your rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and, as to any of your rights to collateral security, will be subject to a duty to, act in a commercially reasonable manner.

(e) We express no opinion as to the enforceability of any particular provision of any of the Operative Documents relating to (i) waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue, (ii) waivers of rights to (or methods of) service of process, or rights to trial by jury, or other rights or benefits bestowed by operation of law, (iii) waivers of any applicable defenses, setoffs, recoupments, or counterclaims, (iv) the grant of powers of attorney to any person or entity, (v) exculpation or exoneration clauses, indemnity clauses, and clauses relating to releases or waivers of unmatured claims or rights, (vi) the imposition or collection of interest on overdue interest or providing for a penalty rate of interest or late charges on overdue or defaulted obligations, or the payment of any premium, liquidated damages, or other amount which may be held by any court to be a “penalty” or a “forfeiture,” or (vii) so-called “usury savings clauses” purporting to specify methods of (or otherwise assure) compliance with usury laws or other similar laws of any jurisdiction.

(f) In addition to any other limitation by operation of law upon the scope, meaning or purpose of this opinion, this opinion speaks only as of the date hereof. We have no obligation to advise the recipients of this opinion (or any third party) of changes of law or fact that may occur after the date hereof, even though the change may affect the legal analysis, a legal conclusion or any information contained herein.

     All opinions contained herein with respect to the enforceability of documents and instruments are qualified to the extent that:

     (a) the availability of equitable remedies, including, without limitation, specific enforcement and injunctive relief, is subject to the discretion of the court before which any proceedings therefor may be brought; and

Page 4

     (b) the enforceability of certain terms provided in the Operative Documents may be limited by

     (i) applicable bankruptcy, reorganization, fraudulent conveyance, arrangement, insolvency, moratorium or similar law affecting the enforcement of creditors’ rights generally as at the time in effect, and

     (ii) general principles of equity and the discretion of a court in granting equitable remedies (whether enforceability is considered in a proceeding at law or in equity).

     This opinion is rendered solely for the benefit of those institutions listed on Schedule A hereto and their successors and assigns in connection with the transactions contemplated by the Operative Documents and may not be used or relied upon by any other person or for any other purpose.

1. U.S. Bank Trust is a national banking association validly existing and authorized to operate as a national banking association under the laws of the United States of America, is a “citizen of the United States” within the meaning of Section 40102(a)(15) of Title 49 of the United States Code and, in its individual capacity or as Pass Through Trustee, as the case may be, has the requisite corporate and trust power and authority to execute, deliver and perform its obligations under the Operative Documents, and U.S. Bank Trust, in its capacity as Pass Through Trustee, has the requisite corporate and trust power and authority to issue, execute, deliver and authenticate the Pass Through Certificates.

2. U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, has duly authorized the Operative Documents, is the duly authorized successor pass through trustee under the Basic Agreement, has duly executed and delivered the Trust Supplement, and the Operative Documents constitute the valid and binding obligations of U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, enforceable against U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, in accordance with their respective terms.

3. The issuance of the Pass Through Certificates by the Pass Through Trustee has been authorized by all necessary corporate and trust action by the Pass Through Trustee. Each Pass Through Certificate has been duly authenticated, executed and delivered in accordance with the Basic Agreement and the Trust Supplement and constitutes a valid and binding obligation of the Pass Through Trustee, enforceable against the Pass Through Trustee in accordance with its terms, and the holders of such Pass Through Certificates are entitled to the benefits of the Basic Agreement and the Trust Supplement.

4. The authorization, execution, delivery and performance by U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, of the Operative

Page 5

Documents and the consummation of the transactions therein contemplated and compliance with the terms thereof and the issuance of the Pass Through Certificates thereunder do not and will not result in the violation of the provisions of the charter documents or by-laws of U.S. Bank Trust and, to the best of our knowledge, do not conflict with, or result in a breach of any terms or provisions of, or constitute a default under, or result in the creation or the imposition of any lien, charge or encumbrance upon any property or assets of U.S. Bank Trust in its individual capacity or as Pass Through Trustee under any indenture, mortgage or other agreement or instrument, in each case known to us, to which U.S. Bank Trust in its individual capacity or as Pass Through Trustee is a party or by which it or any of its properties is bound, or violate any applicable Massachusetts or federal law, rule or regulation governing U.S. Bank Trust’s banking or trust powers, or, to the best of our knowledge, of any judgment, license, registration, permit, order or decree, in each case known to us, applicable to U.S. Bank Trust in its individual capacity or as Pass Through Trustee of any court, regulatory body, administrative agency, government or Governmental body having jurisdiction over U.S. Bank Trust in its individual capacity or as Pass Through Trustee.

5. No authorization, approval, consent, license or order of, giving of notice to, registration with, or taking of any other action in respect of, any federal or Massachusetts state governmental authority or agency pursuant to any federal or Massachusetts law governing the banking or trust powers of U.S. Bank Trust is required for the authorization, execution, delivery and performance by U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, of the Operative Documents or the consummation of any of the transactions by U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, contemplated thereby or the issuance of the Pass Through Certificates under the Basic Agreement, as supplemented by the Trust Supplement (except as shall have been duly obtained, given or taken); and such authorization, execution, delivery, performance, consummation and issuance do not conflict with or result in a breach of the provisions of any such law.

6. To our knowledge, but without having investigated any governmental records or court dockets, and without having made any other independent investigation, there are no proceedings pending or overtly threatened in writing against or affecting U.S. Bank Trust in any court or before any governmental authority, agency, arbitration board or tribunal which, if adversely determined, individually or in the aggregate, could reasonably be expected to affect materially and adversely the pass through trust created pursuant to the Operative Documents or affect the right, power and authority of U.S. Bank Trust, in its individual capacity or as Pass Through Trustee, as the case may be, to enter into or perform its obligations under the Operative Documents or to issue the Pass Through Certificates.

     We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated by reference in the Registration Statement and to the use of our name under the heading “Validity of the Class B Certificates” in

Page 6

the Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

     The law firm Debevoise & Plimpton LLP is entitled to rely upon this opinion letter in rendering its opinion as described in the Prospectus under the heading “Validity of the Class B Certificates” and filed as an Exhibit to the Company’s Current Report on Form 8-K filed on the date hereof as if addressed and delivered to it subject to all assumptions, qualifications and limitations set forth herein.

Very truly yours,
 

/s/ Shipman & Goodwin LLP  

SHIPMAN & GOODWIN LLP 

Exhibit 5.2

SCHEDULE A

U.S. Bank Trust National Association

Delta Air Lines, Inc.

EX-5.3

Exhibit 5.3

[DELTA AIR LINES, INC. LETTERHEAD]

February 14, 2011

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354

Re: Delta Air Lines, Inc. 2010-2B Pass Through Trust
Pass Through Certificates, Series 2010-2B

Ladies and Gentlemen:

     I am Vice President and Deputy General Counsel of Delta Air Lines, Inc., a Delaware corporation (the “Company”), and have acted as such in connection with the Registration Statement on Form S-3 (Registration No. 333-167811) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and in connection with the issuance and sale by the Company today of $134,646,000 face amount of Pass Through Certificates, Series 2010-2B (the “Pass Through Certificates”) pursuant to the Underwriting Agreement, dated February 7, 2011 (the “Underwriting Agreement”), among the Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”). The Pass Through Certificates have been issued under the Pass Through Trust Agreement (the “Pass Through Trust Agreement”), dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association) (“U.S. Bank Trust”), as pass through trustee for the trust relating to the Pass Through Certificates (the “Trustee”), as supplemented by the Trust Supplement 2010-2B, dated as of February 14, 2011 (the “Trust Supplement”). As used herein, the term “Prospectus” means the final prospectus supplement relating to the Pass Through Certificates in the form filed with the SEC pursuant to Rule 424(b) under the 1933 Act on February 9, 2011.

     In so acting, I or other counsel under the general supervision of the General Counsel of the Company have examined the Registration Statement, the Prospectus, the Pass Through Trust Agreement and the Trust Supplement and have also examined and relied upon the representations and warranties contained therein or made pursuant thereto, and on certificates of officers of the Company and of public officials as to factual

matters, and upon the originals, or copies certified or otherwise identified to my satisfaction, of such records, documents and other instruments as in my judgment are necessary or advisable to enable me to render the opinion expressed below. In all such examinations, I have assumed the genuineness of all signatures (other than those on behalf of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies, and as to certificates and telegraphic and telephonic confirmations given by public officials, I have assumed the same to have been properly given and to be accurate.

     Based on the foregoing and subject to the assumptions and qualifications set forth below, I am of the following opinion:

     1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

     2. The Company has the corporate power and authority under Delaware law to execute, deliver and perform its obligations under the Pass Through Trust Agreement and the Trust Supplement.

     3. The Pass Through Trust Agreement and the Trust Supplement have been duly authorized, validly executed and delivered by the Company.

     The opinions expressed herein are limited in all respects to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting these laws, and the federal laws of the United States, except that I express no opinion with respect to the antitrust, bankruptcy, environmental, securities or tax laws of any jurisdiction, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such law may have on the opinions expressed herein.

     This opinion letter is limited to the matters stated, and no opinion is implied or may be inferred beyond those opinions expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of changes in law, facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify such opinions. In connection with the issuance of the Pass Through Certificates, Debevoise & Plimpton LLP may receive a copy of this letter and rely on the opinions set forth herein.

     I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated by reference in the Registration Statement and the reference to my name under the caption “Validity of the Class B Certificates” in the Prospectus. In giving such consent, I do not thereby concede

that I am within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

Very truly yours,
 

/s/ Leslie P. Klemperer  

Vice President and Deputy General Counsel 

EX-8.1

Exhibit 8.1

[Letterhead of Debevoise & Plimpton LLP]

February 14, 2011

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354

Delta Air Lines, Inc.
2010-2B EETC Pass Through Certificates

Ladies and Gentlemen:

     We have acted as special United States tax counsel to Delta Air Lines, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 filed on June 28, 2010 (Registration No. 333-167811) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and in connection with the issuance and sale by the Company today of $134,646,000 face amount of Pass Through Certificates, Series 2010-2B (the “Pass Through Certificates”) pursuant to the Underwriting Agreement dated February 7, 2011 (the “Underwriting Agreement”), among the Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”). The Pass Through Certificates have been issued under the Pass Through Trust Agreement (the “Pass Through Trust Agreement”), dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association) (“U.S. Bank Trust”), as pass through trustee for the trust relating to the Pass Through Certificates (the “Trustee”), as supplemented by the Trust Supplement 2010-2B, dated as of February 14, 2011 (the “Trust Supplement”). As used herein, the term “Prospectus” means the final prospectus supplement relating to the Pass Through Certificates in the form filed with the Commission pursuant to Rule 424(b) under the Act on February 9, 2011.

     In rendering the opinion expressed below, (a) we have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Company and such other instruments and certificates of public officials, officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of such opinion, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the

Delta Air Lines, Inc. 2 February 14, 2011

statements made in the certificates of public officials, officers and representatives of the Company and others delivered to us and the representations and warranties contained in or made pursuant to the Pass Through Trust Agreement, the Trust Supplement, the Underwriting Agreement, the Escrow Agreement (as defined in the Trust Supplement), the Deposit Agreement (as defined in the Trust Supplement), the Intercreditor Agreement (as defined in the Trust Supplement), the NPA (as defined in the Trust Supplement) and the forms of Participation Agreement and Indenture attached thereto, each Participation Agreement, PA Amendment, Indenture and Indenture Amendment relating to a Funded Aircraft (each as defined in the Trust Supplement), the Liquidity Facility (as defined in the Trust Supplement) and any other applicable documents (all of the foregoing, the “Transaction Documents”) and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In addition, we have assumed, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the performance of all covenants and other undertakings set forth in, and the consummation of all transactions contemplated by, the Transaction Documents in accordance with the terms thereof, and (vi) that none of the material terms and conditions of the Transaction Documents have been or will be waived or modified and that there are no documents or understandings between the parties that would alter, or are inconsistent with, the terms set forth in the Transaction Documents. We have further assumed that the Certificates have been issued, delivered and paid for in accordance with the terms of the Underwriting Agreement.

     Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein and in the Prospectus, we are of the opinion that the statements in the Prospectus under the heading “Certain U.S. Federal Income Tax Consequences”, insofar as such statements purport to summarize U.S. federal income tax law or state legal conclusions with respect thereto, are accurate in all material respects.

     Our opinion is based upon the tax laws of the United States, as well as judicial and administrative interpretations thereof (in final or proposed form), all as in effect on the date of the Prospectus and all of which are subject to change or differing interpretations, which could apply retroactively. Our opinion is limited to, and no opinion is implied or may be inferred beyond, the matters expressly addressed herein. Our opinion is rendered only as of the date hereof, and we assume no responsibility to advise you or any other person of facts, circumstances, changes in law, or other events or developments that hereafter may occur or be brought to our attention and that may affect the opinion expressed herein.

     We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated by reference in the Registration Statement. In giving such consent, we do not thereby concede that we are

Delta Air Lines, Inc. 3 February 14, 2011

within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

EX-23.1

Exhibit 23.1

[Logo or Letterhead of AISI]

February 7, 2011

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354-1989

Re:  Delta Air Lines, Inc. (the “Company”)
Two Boeing 737-732, Six Boeing 737-832, Six Boeing 757-251, One Boeing 757-232, Three Boeing 757-351, Three Boeing 767-332ER, One Boeing 777-232LR, One Airbus A320-211, One Airbus A330-232, One Airbus A330-332 and Three McDonnell Douglas MD-90-30 Aircraft Appraisals

Ladies and Gentlemen:

     We hereby consent to (i) the use of the report prepared by us with respect to the aircraft referred to above (ii) the summary of such report under the headings (a) “Prospectus Supplement Summary — Summary of Terms of Certificates,” (b) “Prospectus Supplement Summary — Equipment Notes and the Aircraft,” (c) “Prospectus Supplement Summary — Loan to Aircraft Value Ratios,” (d) “Prospectus Supplement Summary — The Offering”, (e) “Risk Factors — Risk Factors Relating to the Class B Certificates and the Offering,” (f) “Description of the Aircraft and the Appraisals — The Appraisals” and (g) “Description of the Equipment Notes — Loan to Value Ratios of Equipment Notes” and (iii) references to our firm under the headings “Description of the Aircraft and the Appraisals — The Appraisals” and “Experts” in the Company’s preliminary Prospectus Supplement expected to be dated on or about February 7, 2011, and the Company’s final Prospectus Supplement, in each case to the Prospectus, dated June 28, 2010, included in Registration Statement No. 333-167811 and relating to the offering of Delta Air Lines, Inc. Pass Through Certificates, Series 2010-2B.

Sincerely, AIRCRAFT INFORMATION SYSTEMS, INC.
By:	/s/ Fred Bearden
	Name:	Fred Bearden
	Title:	CEO

EX-23.2

Exhibit 23.2

[Logo or Letterhead of BK Associates, Inc.]

February 7, 2011

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354-1989

Re:  Delta Air Lines, Inc. (the “Company”)
Two Boeing 737-732, Six Boeing 737-832, Six Boeing 757-251, One Boeing 757-232, Three Boeing 757-351, Three Boeing 767-332ER, One Boeing 777-232LR, One Airbus A320-211, One Airbus A330-232, One Airbus A330-332 and Three McDonnell Douglas MD-90-30 Aircraft Appraisals

Ladies and Gentlemen:

     We hereby consent to (i) the use of the report prepared by us with respect to the aircraft referred to above (ii) the summary of such report under the headings (a) “Prospectus Supplement Summary — Summary of Terms of Certificates,” (b) “Prospectus Supplement Summary — Equipment Notes and the Aircraft,” (c) “Prospectus Supplement Summary — Loan to Aircraft Value Ratios,” (d) “Prospectus Supplement Summary — The Offering”, (e) “Risk Factors — Risk Factors Relating to the Class B Certificates and the Offering,” (f) “Description of the Aircraft and the Appraisals — The Appraisals” and (g) “Description of the Equipment Notes — Loan to Value Ratios of Equipment Notes” and (iii) references to our firm under the headings “Description of the Aircraft and the Appraisals — The Appraisals” and “Experts” in the Company’s preliminary Prospectus Supplement expected to be dated on or about February 7, 2011, and the Company’s final Prospectus Supplement, in each case to the Prospectus, dated June 28, 2010, included in Registration Statement No. 333-167811 and relating to the offering of Delta Air Lines, Inc. Pass Through Certificates, Series 2010-2B.

Sincerely,

BK ASSOCIATES, INC.
 

/s/ John F. Keitz  

John F. Keitz 

President
ISTAT Senior Certified Appraiser
      And Appraise Fellow 

EX-23.3

Exhibit 23.3

[Logo or Letterhead of Morten Beyer & Agnew, Inc.]

February 7, 2011

Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354-1989

Re:  Delta Air Lines, Inc. (the “Company”)
Two Boeing 737-732, Six Boeing 737-832, Six Boeing 757-251, One Boeing 757-232, Three Boeing 757-351, Three Boeing 767-332ER, One Boeing 777-232LR, One Airbus A320-211, One Airbus A330-232, One Airbus A330-332 and Three McDonnell Douglas MD-90-30 Aircraft Appraisals

Ladies and Gentlemen:

     We hereby consent to (i) the use of the report prepared by us with respect to the aircraft referred to above (ii) the summary of such report under the headings (a) “Prospectus Supplement Summary — Summary of Terms of Certificates,” (b) “Prospectus Supplement Summary — Equipment Notes and the Aircraft,” (c) “Prospectus Supplement Summary — Loan to Aircraft Value Ratios,” (d) “Prospectus Supplement Summary — The Offering”, (e) “Risk Factors — Risk Factors Relating to the Class B Certificates and the Offering,” (f) “Description of the Aircraft and the Appraisals — The Appraisals” and (g) “Description of the Equipment Notes — Loan to Value Ratios of Equipment Notes” and (iii) references to our firm under the headings “Description of the Aircraft and the Appraisals — The Appraisals” and “Experts” in the Company’s preliminary Prospectus Supplement expected to be dated on or about February 7, 2011, and the Company’s final Prospectus Supplement, in each case to the Prospectus, dated June 28, 2010, included in Registration Statement No. 333-167811 and relating to the offering of Delta Air Lines, Inc. Pass Through Certificates, Series 2010-2B.

Sincerely, MORTEN BEYER & AGNEW, INC.
By:	/s/ Robert F. Agnew
	Name:	Robert F. Agnew
	Title:	President & CEO

EX-99.1

EXHIBIT 99.1

SCHEDULE I

     The following documents (hereinafter collectively referred to as the “N308DE Documents”) have been provided in this filing: (a) First Amendment to Participation Agreement (N308DE), dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank Trust National Association, in its individual capacity as set forth therein (filed as Exhibit 4.12), (b) First Amendment to Indenture and Security Agreement (N308DE), dated as of February 14, 2011, between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee (filed as Exhibit 4.13) and (c) Series 2010-2B (N308DE) Equipment Note No. 1, dated February 14, 2011 (filed as Exhibit 4.14).

     The corresponding documents with respect to each other Funded Aircraft listed below are substantially identical in all material respects to the N308DE Documents, with the following exceptions: (1) conforming changes have been made to reflect the appropriate United States registration number of each aircraft (i.e., N591NW, N592NW, N593NW, N378NW, N811NW, N917DN, N918DH, N919DN, N310DE, N708DN and N853NW), the appropriate model of each aircraft (i.e., Boeing 757-351, Airbus A320-211, Airbus A330-323 and McDonnell Douglas MD-90-30), the appropriate generic model of each aircraft (i.e., BOEING 757-300, AIRBUS A320, AIRBUS A330 and McDONNELL DOUGLAS MD-90-30) and the FAA conveyance number and recording date; (2) the description and original principal amount of the equipment notes set forth on Schedule I to each Participation Agreement Amendment and Indenture Amendment differ; (3) the maturity of the Series A Equipment Notes set forth on Schedule I to each Participation Agreement Amendment and Indenture Amendment differ; and (4) conforming changes have been made to each Series B Equipment Note issued to reflect the original principal amount of such Series B Equipment Note.

(1)(a)	First Amendment to Participation Agreement (N591NW), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(1)(b)	First Amendment to Indenture and Security Agreement (N591NW), dated as of February 14, 2011, between Delta and the Loan Trustee.
(1)(c)	Series 2010-2B (N591NW) Equipment Note No. 1, dated February 14, 2011.
(2)(a)	First Amendment to Participation Agreement (N592NW), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(2)(b)	First Amendment to Indenture and Security Agreement (N592NW), dated as of February 14, 2011, between Delta and the Loan Trustee.
(2)(c)	Series 2010-2B (N592NW) Equipment Note No. 1, dated February 14, 2011.
(3)(a)	First Amendment to Participation Agreement (N593NW), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(3)(b)	First Amendment to Indenture and Security Agreement (N593NW), dated as of February 14, 2011, between Delta and the Loan Trustee.
(3)(c)	Series 2010-2B (N593NW) Equipment Note No. 1, dated February 14, 2011.
(4)(a)	First Amendment to Participation Agreement (N378NW), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(4)(b)	First Amendment to Indenture and Security Agreement (N378NW), dated as of February 14, 2011, between Delta and the Loan Trustee.
(4)(c)	Series 2010-2B (N378NW) Equipment Note No. 1, dated February 14, 2011.
(5)(a)	First Amendment to Participation Agreement (N811NW), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(5)(b)	First Amendment to Indenture and Security Agreement (N811NW), dated as of February 14, 2011, between Delta and the Loan Trustee.
(5)(c)	Series 2010-2B (N811NW) Equipment Note No. 1, dated February 14, 2011.

(6)(a)	First Amendment to Participation Agreement (N917DN), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(6)(b)	First Amendment to Indenture and Security Agreement (N917DN), dated as of February 14, 2011, between Delta and the Loan Trustee.
(6)(c)	Series 2010-2B (N917DN) Equipment Note No. 1, dated February 14, 2011.
(7)(a)	First Amendment to Participation Agreement (N918DH), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(7)(b)	First Amendment to Indenture and Security Agreement (N918DH), dated as of February 14, 2011, between Delta and the Loan Trustee.
(7)(c)	Series 2010-2B (N918DH) Equipment Note No. 1, dated February 14, 2011.
(8)(a)	First Amendment to Participation Agreement (N919DN), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(8)(b)	First Amendment to Indenture and Security Agreement (N919DN), dated as of February 14, 2011, between Delta and the Loan Trustee.
(8)(c)	Series 2010-2B (N919DN) Equipment Note No. 1, dated February 14, 2011.
(9)(a)	First Amendment to Participation Agreement (N310DE), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(9)(b)	First Amendment to Indenture and Security Agreement (N310DE), dated as of February 14, 2011, between Delta and the Loan Trustee.
(9)(c)	Series 2010-2B (N310DE) Equipment Note No. 1, dated February 14, 2011.
(10)(a)	First Amendment to Participation Agreement (N708DN), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(10)(b)	First Amendment to Indenture and Security Agreement (N708DN), dated as of February 14, 2011, between Delta and the Loan Trustee.
(10)(c)	Series 2010-2B (N708DN) Equipment Note No. 1, dated February 14, 2011.
(11)(a)	First Amendment to Participation Agreement (N853NW), dated as of February 14, 2011, among Delta, the Pass Through Trustees, the Subordination Agent, the Loan Trustee, and U.S. Bank Trust.
(11)(b)	First Amendment to Indenture and Security Agreement (N853NW), dated as of February 14, 2011, between Delta and the Loan Trustee.
(11)(c)	Series 2010-2B (N853NW) Equipment Note No. 1, dated February 14, 2011.